{"id":39640,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-the-ryland-group-inc-and-r-chad-dreier.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-ryland-group-inc-and-r-chad-dreier","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-ryland-group-inc-and-r-chad-dreier.html","title":{"rendered":"Employment Agreement &#8211; The Ryland Group Inc. and R. Chad Dreier"},"content":{"rendered":"<pre>\n\n\n                           EMPLOYMENT AGREEMENT\n\n\nEMPLOYMENT  AGREEMENT  dated as of the 21st day of April 1999,  by and between\nThe Ryland Group,  Inc., a Maryland  corporation (the 'Company'),  and R. Chad\nDreier (the 'Executive').\n\nIn consideration of the mutual covenants and agreements of the parties set forth\nin this  Agreement,  and other good and valuable  consideration  the receipt and\nsufficiency of which are acknowledged, the parties agree as follows:\n\n1.    Replacement  of Prior  Employment  Agreement.  This  Employment  Agreement\n      replaces and supersedes the Employment  Agreement  dated as of January 28,\n      1997,  between the Company and the Executive which upon the effective date\n      of this Employment Agreement is terminated and no longer effective.\n\n2.    Term of  Employment.  The Company  agrees to employ the Executive  until\n      December 31, 2003.  This Agreement shall  automatically  renew for a one\n      (1) year  renewal  period on December  31,  2003,  or for a one (1) year\n      renewal  period at the end of each renewal  period until  terminated  in\n      accordance  with  the  terms  of  this   Agreement.   Either  party  may\n      terminate  this  Agreement on December  31, 2003,  or at the end of each\n      one (1) year renewal  period by giving the other party written notice of\n      termination  delivered  at least one hundred  eighty (180) days prior to\n      December 31, 2003, or any renewal period.\n\n      If at any time during the initial term or any renewal period,  a Change of\n      Control of the Company occurs (as defined in Section 7.2 below),  the term\n      of this  Agreement  shall be the longer of (a) three (3) years  beyond the\n      effective  date of the Change of Control  or (b) the term as  provided  in\n      this Section 2.\n\n3.    Position  and  Responsibilities.   The  Executive  shall  serve  as  the\n      Chairman  of the  Board of  Directors,  President  and  Chief  Executive\n      Officer  of the  Company.  In his  capacity  as  Chairman  of the Board,\n      President  and  Chief  Executive  Officer,  the  Executive  shall be the\n      Company's   highest  ranking  executive  officer  and  shall  have  full\n      authority and  responsibility  for  formulating  and  administering  the\n      plans and  policies of the  Company  subject to the control of the Board\n      of Directors,.\n\n4.    Performance of Duties.  The Executive shall devote his full time attention\n      and energies to the  Company's  business and will not engage in consulting\n      work or any  business  for  his own  account  or for any  person,  firm or\n      corporation.  The Executive may serve as a director of other  companies so\n      long as this service does not interfere with the performance of his duties\n      with the Company.\n\n5.    Compensation.  For all services to be rendered by the  Executive  during\n      the term of this  Agreement,  the  Company  shall pay and provide to the\n      Executive:\n\n      5.1   Base Salary.  The Company  shall pay the  Executive a Base Salary in\n            the fixed amount of seven hundred fifty thousand dollars  ($750,000)\n            per year for the term of this Employment Agreement. This Base Salary\n            is paid in installments consistent with the normal payroll practices\n            of the Company.\n\n      5.2   Annual  Bonus.  The  Executive is eligible to receive an annual cash\n            bonus (the  'Bonus')  in respect of each fiscal year during the term\n            of this  Agreement  equal to one  percent  (1.0%)  of the  amount of\n            Ordinary Course Pre-Tax Income that equals or is less than the prior\n            fiscal year's  Ordinary  Course  Pre-Tax Income and one and one-half\n            percent (1.5%) of the amount of Ordinary  Course Pre-Tax Income that\n            exceeds the prior fiscal  year's  Ordinary  Course  Pre-Tax  Income.\n            'Ordinary Course Pre-Tax Income' is the consolidated  pre-tax income\n            of the  Company and its  subsidiaries  as  reflected  in the audited\n            consolidated  financial  statements  of the Company,  as adjusted in\n            good faith by the Compensation  Committee to eliminate the effect of\n            non-recurring gains and losses and other items not reflective of the\n            ongoing ordinary course of business and operating performance of the\n            Company.  The Bonus shall be payable to the Executive in cash within\n            sixty (60) days after the end of each fiscal year during the term of\n            this Agreement.\n\n      5.3   Incentive  Plans.  The  Executive  shall   participate  in  the  TRG\n            Incentive Plan and shall have an individual target performance award\n            equal to 120% of the  Executive's  Base Salary.  The Executive shall\n            participate in any additional  incentive award programs available to\n            executive officers of the Company.  This participation is on a basis\n            which  is  commensurate  with  the  Executive's  position  with  the\n            Company.\n\n      5.4   Other Benefits.  The Executive is entitled to receive other employee\n            benefits,  such as disability,  group life,  sickness,  accident and\n            health insurance programs,  split-dollar life insurance programs and\n            other  perquisites  that are available to executive  officers of the\n            Company. This participation is on a basis which is commensurate with\n            the Executive's position with the Company.\n\n      5.5   Stock Option\n\n            (a)   Prior Grant of Stock Option (January 1997)\n\n                  Pursuant to the terms and conditions of The Ryland Group, Inc.\n                  1992 Equity Incentive Plan (the 'Plan), the Company previously\n                  granted to the  Executive on January 28, 1997,  the ability to\n                  exercise  during the period ending at the close of business on\n                  January 28, 2007, the option to purchase from the Company at a\n                  price  of  $12.75  per  share  up to  150,000  shares  of  the\n                  Company's  Common  Stock.  THE  OPTION  GRANTED  SHALL  NOT BE\n                  TREATED AS AN 'INCENTIVE  STOCK OPTION'  WITHIN THE MEANING OF\n                  SECTION 422 OF THE INTERNAL  REVENUE CODE OF 1986, AS AMENDED.\n                  The  option is  governed  and  controlled  by all terms of the\n                  Plan.\n\n                  The option may be exercised in whole or in part in  accordance\n                  with the following vesting schedule:\n\n                                       2\n\n\n                  The  aggregate  number of shares of Common  Stock  optioned by\n                  this Agreement are divided into three (3) installments.\n\n                  The first  installment  for 50,000 shares was  exercisable  in\n                  whole or in part beginning 1\/29\/98. The second installment for\n                  50,000 shares was  exercisable  in whole or in part  beginning\n                  1\/29\/99.   The  third   installment   for  50,000   shares  is\n                  exercisable in whole or in part beginning 1\/29\/00.\n\n             (b)   Current Grant of Stock Option.\n\n                  Pursuant to the terms and  conditions of the Plan, the Company\n                  grants to the Executive  during the period ending at the close\n                  of business on April 21, 2009, the option to purchase from the\n                  Company at a price equal to the Fair  Market  Value per share,\n                  which is the closing  price on the New York Stock  Exchange on\n                  April 21, 1999, of the Company's  Common Stock,  up to 200,000\n                  shares of the Company's Common Stock. THE OPTION GRANTED SHALL\n                  NOT BE  TREATED  AS AN  'INCENTIVE  STOCK  OPTION'  WITHIN THE\n                  MEANING OF SECTION 422 OF THE  INTERNAL  REVENUE CODE OF 1986,\n                  AS AMENDED. The option is governed and controlled by all terms\n                  of the Plan.\n\n                  The option may be exercised in whole or in part in  accordance\n                  with the following vesting schedule:\n\n                  The  aggregate  number  of shares  of  Common  Stock  optioned\n                  pursuant to this Section  5.5(b) of this Agreement are divided\n                  into three (3) installments.\n\n                  The first  installment  for 70,000  shares is  exercisable  in\n                  whole or in part beginning 4\/21\/00. The second installment for\n                  70,000  shares is  exercisable  in whole or in part  beginning\n                  4\/21\/01.   The  third   installment   for  60,000   shares  is\n                  exercisable in whole or in part beginning 4\/21\/02.\n\n             (c) Exercise of Option.\n\n                  In case an installment  is not  immediately  exercisable,  the\n                  Board of Directors or the Compensation  Committee of the Board\n                  may in  its  discretion  accelerate  the  time  at  which  the\n                  installment  may be  exercised.  To the extent not  exercised,\n                  installments  shall  accumulate  and  be  exercisable  by  the\n                  Executive  during the Option  Period.  Continued  accrual  and\n                  vesting  of   installments   shall  cease   immediately   upon\n                  termination of employment for any reason  whatsoever,  subject\n                  to acceleration by the Board of Directors or the  Compensation\n                  Committee.\n\n             (d)  Payment of Exercise Price.\n\n                  The   Executive  shall pay the exercise price in the following\n                        ways:\n\n                  (i)   cash payment (by  certified  check,  bank draft or money\n                        order payable to the order of the Company).\n\n                                       3\n\n\n                  (ii)  if approved  by the  Company,  cash  payment may be made\n                        from the proceeds of an  immediate  sale of Common Stock\n                        receivable upon the exercise of the option; or\n\n                  (iii) if approved  by the  Company,  delivery of Common  Stock\n                        (including executed stock powers attached thereto);\n\n                  The payment of the exercise  price shall be  delivered  with a\n                  notice of exercise, which notice will be in a form provided by\n                  the Company.\n\n                  The Company shall,  subject to the receipt of withholding tax,\n                  issue to the Executive the stock certificate for the number of\n                  shares of Common  Stock  with  respect  to which the option is\n                  exercised.\n\n                  The value of shares of Common  Stock used as  payment  for the\n                  exercise  of an  option  shall  be the  closing  price of such\n                  shares on the New York Stock  Exchange on the date of exercise\n                  of an option or as otherwise  determined  by the Company,  the\n                  Board of Directors or the Compensation  Committee of the Board\n                  of Directors.\n\n            (e)   Termination\n\n                  The Options shall terminate upon the happening of the earliest\n                  of the following events:\n\n                  (i) In accordance with Sections 5.5 (a) and (b) above.\n\n                  (ii)  The  expiration of 90 days after the date of termination\n                        of the  Executive's  employment,  except  in the case of\n                        death, Disability (defined below) or retirement.  During\n                        this  period,  the  Executive  shall  have the  right to\n                        exercise the Option to the extent it is  exercisable  on\n                        the termination date.\n\n                  (iii) The  expiration  of three  (3)  years  after the date of\n                        death of the  Executive if death occurs  during the term\n                        of this Agreement.  During this period,  the Executive's\n                        estate,  personal  representative  or beneficiary  shall\n                        have the right to  exercise  the Option to the extent it\n                        is exercisable on the date of death.\n\n                  (iv)  The  expiration  of three (3)  years  after the date the\n                        Executive's  employment is terminated  due to Disability\n                        or retirement.  During this period,  the Executive shall\n                        have the right to  exercise  the Option to the extent it\n                        is exercisable on the date of termination.\n\n            (f)   Merger, Consolidation or Share Exchange\n\n                                       4\n\n\n                  After any merger, consolidation or share exchange in which the\n                  Company  is  the  surviving  or  resulting  corporation,   the\n                  Executive  shall be entitled,  upon the exercise of an Option,\n                  to  receive  the  number and class of shares of stock or other\n                  consideration to which the Executive would have been entitled,\n                  if,  immediately prior to such merger,  consolidation or share\n                  exchange, the Executive had exercised the Option in accordance\n                  with and subject to the terms of this  Agreement and the Plan.\n                  If the Company is not the  surviving or resulting  corporation\n                  in any merger,  consolidation or share exchange, the surviving\n                  or  resulting   corporation  shall  tender  stock  options  to\n                  purchase its shares on terms and conditions that substantially\n                  preserve the rights and benefits under this Option.\n\n      5.6   Stock Units\n\n            (a)   Prior Grant of Stock Units (January 1997)\n\n                  Pursuant to the terms and  conditions of the Plan, the Company\n                  previously  granted to the  Executive an award of 45,000 Stock\n                  Units pursuant to Section 10 of the Plan.\n\n                  The Stock Units become vested and payable in  accordance  with\n                  the following vesting schedule:\n\n                             DATE                       VESTING\n\n                        November 1, 1999             15,000 Stock Units\n                        November 1, 2000             30,000 Stock Units\n\n            (b)   Current Grant of Stock Units\n\n                  Pursuant to the terms and  conditions of the Plan, the Company\n                  grants  to the  Executive  an  award  of  45,000  Stock  Units\n                  pursuant to Section 10 of the Plan.\n\n                  The Stock Units become vested and payable in  accordance  with\n                  the following vesting schedule:\n\n                             DATE                       VESTING\n\n                        February 15, 2001            15,000 Stock Units\n                        February 15, 2002            15,000 Stock Units\n                        February 15, 2003            15,000 Stock Units\n\n            (c)   Vesting of Stock Units.\n\n                  If the Executive  terminates  employment  with the Company for\n                  any reason prior to any vesting date, all unvested Stock Units\n                  are immediately  forfeited and cancelled.  Notwithstanding the\n                  foregoing,  all unvested Stock Units shall vest and be paid by\n                  the Company to the Executive  upon the  occurrence of a Change\n                  of Control (as defined in Section 7.2 below).\n\n                                       5\n\n\n            (d)   Payment of Stock Units.\n\n                  Upon each vesting  date on which the  Executive is employed by\n                  the Company,  the number of Stock Units which become vested on\n                  such date shall be paid to the Executive in an equal number of\n                  shares of Common Stock of the Company and, upon payment,  such\n                  Stock Units are automatically fully paid and cancelled.\n\n            (e)   Dividend Equivalents.\n\n                  As of each dividend payment date with respect to Common Stock,\n                  the Executive shall receive a cash dividend equivalent payment\n                  equal to the product of (i) the per-share cash dividend amount\n                  payable  with  respect to each  share of Common  Stock on that\n                  date and (ii) the total  number of Stock  Units which have not\n                  been  vested,   paid  or  cancelled  as  of  the  record  date\n                  corresponding to such dividend payment date.\n\n            (f)   Delivery of Stock Certificates.\n\n                  The stock certificate for shares of Common Stock issued to the\n                  Executive  in  payment  of any  vested  Stock  Unit  shall  be\n                  delivered to the Executive on the applicable vesting date.\n\n            (g)   Tax Matters.\n\n                  The  Executive  will  pay to the  Company,  or make  provision\n                  satisfactory to the Company for payment of, any taxes required\n                  by law to be withheld with respect to the payment of any Stock\n                  Unit no later than the date of vesting of each Stock Unit. Tax\n                  obligations  may be paid in  whole  or in  part in  shares  of\n                  Common Stock,  including  shares  retained from the payment of\n                  the Stock Units, valued at their Fair Market Value (as defined\n                  in the Plan) on the date of payment.\n\n            (h)   Rights of Executive With Respect to Stock Units.\n\n                  The  Executive  shall  have no  rights as a  stockholder  with\n                  respect to any Stock  Unit or any share of Common  Stock to be\n                  issued  with  respect  to any  Stock  Unit  until  the date of\n                  vesting and payment.  The  Executive's  rights with respect to\n                  Stock  Units  shall  be  the  rights  of a  general  unsecured\n                  creditor of the Company  until the Stock Units vest and shares\n                  of Common Stock are actually issued to the Executive.\n\n            (i)   Adjustments.\n\n                  The number of Stock Units shall be appropriately  adjusted, as\n                  determined by the Board of Directors or Compensation Committee\n                  of the Board of Directors  pursuant to the Plan,  in the event\n                  of any stock split, combination or similar transaction.\n\n                                       6\n\n\n\n\n            (j)   Stock Units Subject to Terms and Conditions of the Plan.\n\n                  The Stock  Units and all shares of Common  Stock  issued  with\n                  respect  to Stock  Units  shall be  subject  to the  terms and\n                  conditions of the Plan,  which is incorporated  herein by this\n                  reference.\n\n6.    Employment Termination.\n\n      6.1   Termination Due to Retirement or Death. In the event the Executive's\n            employment  is  terminated  by reason of  retirement  or death,  the\n            Executive's  benefits  shall be determined  in  accordance  with the\n            Company's  retirement,   survivor's  benefits,  insurance  or  other\n            applicable  program  then in  effect.  Upon  the  effective  date of\n            termination,  the  Company's  obligation  to  pay  and  provide  the\n            compensation  described  in  Section 5 shall  expire,  except to the\n            extent the benefits described in Section 5 continue after retirement\n            or death. In addition, the Company shall pay to the Executive or the\n            Executive's  beneficiaries  or estate a pro rata  share of the Bonus\n            for the year in which the termination occurs based on the results of\n            the  Company  for that  fiscal  year.  This pro rata Bonus  shall be\n            determined by multiplying  the Bonus for the applicable  fiscal year\n            by a fraction,  the numerator of which is the number of days in such\n            fiscal year prior to the date of termination  and the denominator of\n            which is the total number of days in such fiscal year.  The pro rata\n            Bonus  shall  be  paid  within  sixty  (60)  days  of the end of the\n            applicable fiscal year.\n\n      6.2   Termination  Due to Disability.  In the event the Executive  becomes\n            Disabled (as defined  below) and is unable to perform his duties for\n            more than one hundred  twenty (120) days during any period of twelve\n            (12)  months  or, in the  reasonable  determination  of the Board of\n            Directors,  the Executive's Disability (as defined below) will exist\n            for more than one hundred  twenty  (120)  days,  the Company has the\n            right to terminate  the  Executive's  employment  and the  Company's\n            obligation to pay and provide the compensation  described in Section\n            5 shall  expire,  except to the extent  the  benefits  described  in\n            Section 5 continue after Disability.  In addition, the Company shall\n            pay to the  Executive  a pro rata share of the Bonus for the year in\n            which the termination occurs based on the results of the Company for\n            that fiscal year determined as provided in Section 6.1. The pro rata\n            Bonus  shall  be  paid  within  sixty  (60)  days  of the end of the\n            applicable fiscal year.\n\n            The term  'Disabled'  or  'Disability'  means the  incapacity of the\n            Executive,  due to  injury,  illness,  disease  or  bodily or mental\n            infirmity,  to  engage in the  performance  of his  duties  with the\n            Company.  A Disability is determined by the Board of Directors  upon\n            receipt of and in reliance on competent  medical  advice from one or\n            more  individuals  selected by the Board who are  qualified  to give\n            professional medical advice.\n\n      6.3   Voluntary Termination by the Executive.  The Executive may terminate\n            this Agreement at any time by giving the Board of Directors  written\n            notice of intent to  terminate  delivered  at least ninety (90) days\n            prior to the effective date of such termination. Upon the expiration\n            of this ninety (90) day period,  the  termination  by the  Executive\n            shall become effective. The Company shall pay the Executive his Base\n            Salary through the effective  date of termination  plus all benefits\n            to  which  the  Executive  has a  vested  right  at that  time.  The\n            Executive  shall not  receive a Bonus for the  fiscal  year in which\n            voluntary  termination  occurs.  Upon the date of  termination,  the\n            Company and the Executive  shall have no further  obligations  under\n            this Agreement except as set forth in Sections 8 and 9.\n\n                                       7\n\n\n      6.4   Termination by the Company Without Cause. Other than during a Change\n            of  Control  Period  (as  defined  in  Section  7.2),  the  Board of\n            Directors may terminate the Executive's employment for reasons other\n            than  death,  Disability,  retirement  or for Cause (as  defined  in\n            Section 6.5) by notifying  the  Executive in writing at least thirty\n            (30)  days  prior to the  effective  date of  termination.  Upon the\n            expiration of this thirty (30) day period,  the  termination  by the\n            Company  is  effective.  Within  thirty  (30) days after the date of\n            termination,  the Company shall pay to the Executive a lump sum cash\n            payment  equal to the  greater of (a) the Base  Salary in effect for\n            the remaining term of this Agreement, or (b) twenty-four (24) months\n            of  the  Base  Salary  in  effect  as  of  the  effective   date  of\n            termination,  and shall provide to the Executive a  continuation  of\n            his  health  and  welfare  benefits  for  the  greater  of (a)  such\n            remaining term of this Agreement or (b) twenty-four (24) months.  If\n            the  Company is unable to provide  health and  welfare  benefits  as\n            required by this Section 6.4, the Company shall  provide  equivalent\n            benefits to the  Executive  or pay to the  Executive a lump sum cash\n            payment  equal to the value of the  benefits  which the  Company  is\n            unable to provide.  The Company  shall pay the  Executive  an annual\n            Bonus  for the  year in  which  termination  occurs  based  upon the\n            performance  of the  Company  through  the end of the fiscal year in\n            which the termination occurs. This annual Bonus shall be paid within\n            sixty  (60)  days  of the end of the  applicable  fiscal  year.  The\n            Company  shall  also pay the  Executive  all  benefits  to which the\n            Executive  has a  vested  right  at the  time  of  termination.  For\n            purposes of this Section 6.4: (i) with respect to the fiscal year in\n            which termination occurs, the Executive shall be fully vested in any\n            prior year awards that remain unvested or awards made for the fiscal\n            year in which termination occurs under the TRG Incentive Plan or any\n            successor  plan,  and (ii) all  vested  awards  under any  incentive\n            programs  shall  be  paid   notwithstanding  any  provision  of  the\n            governing  plan or program  calling for  forfeiture of benefits upon\n            termination.  If for any reason the Company is unable to comply with\n            the  preceding  sentence,  the  Company  shall pay the  Executive  a\n            lump-sum  cash payment  equal to the value of the benefits or awards\n            it is  unable  to vest,  pay or give  credit  for.  Upon the date of\n            termination,  the  Company and the  Executive  shall have no further\n            obligations  under this Agreement  except as set forth in Sections 8\n            and 9.\n\n      6.5   Termination  for Cause.  The Board of Directors  may  terminate  the\n            Executive's   employment  at  any  time  for  'Cause'.   'Cause'  is\n            determined  by the  Board of  Directors  and is  defined  as  fraud,\n            embezzlement,  theft or other  criminal  act  constituting  a felony\n            under U.S.  laws,  or the  failure of the  Executive  to perform any\n            material obligations under this Agreement for reasons other than the\n            Executive's  death,  Disability  or  retirement.  In the event  this\n            Agreement is  terminated  by the Board of Directors  for Cause,  the\n            Company shall pay the Executive his Base Salary  through the date of\n            termination  and the Executive shall forfeit all rights and benefits\n            he is  entitled  to receive  including  any right to a Bonus for the\n            fiscal  year in which the  termination  occurs.  The Company and the\n            Executive  thereafter shall have no further  obligations  under this\n            Agreement except as set forth in Sections 8 and 9.\n\n                                       8\n\n\n      6.6   Termination  for Good  Reason.  The  Executive  may  terminate  this\n            Agreement for Good Reason (as defined  below) by giving the Board of\n            Directors  thirty (30) days written  notice of intent to  terminate,\n            which  notice  sets  forth  the  facts  and  circumstances  for  the\n            termination. Upon the expiration of this thirty (30) day period, the\n            termination  by the Executive is effective and the Company shall pay\n            the  Executive  the  benefits  set forth in  Section  6.4 unless the\n            provisions of Section 7 apply.\n\n            'Good Reason' means,  without the Executive's written consent, the\n            occurrence of any of the following:\n\n            (a)   The   assignment  of  the   Executive  to  duties   materially\n                  inconsistent  with, or a reduction or alteration in the nature\n                  or   status   of,   the   Executive's   authorities,   duties,\n                  responsibilities  or status  as an  executive  officer  of the\n                  Company from those in effect during the preceding year;\n\n            (b)   The Company  requires the  Executive to be based at a location\n                  which is more than fifty (50) miles from the Executive's  then\n                  current primary residence;\n\n            (c)   A reduction by the Company in the Executive's Base Salary; or\n\n            (d)   The  failure of the  Company to obtain an  agreement  from any\n                  successor to the Company to perform this Agreement.\n\n7.    Change in Control.\n\n      7.1   Termination After Change of Control. In lieu of the compensation and\n            benefits  provided in Sections 5 or 6, which will be superseded  and\n            replaced by the provisions of this Section 7, the following payments\n            and benefits will be provided to the Executive by the Company in the\n            event of a  Termination  of Employment  (as defined  below) during a\n            Change of Control Period (as defined below) of the Company:\n\n            (a)   Lump Sum Cash  Payment.  On or before the  Executive's  last\n                  day of  employment  with the  Company,  the Company will pay\n                  the  Executive  an amount  equal to the  Executive's  unpaid\n                  Base  Salary  for  the  year in  which  the  Termination  of\n                  Employment  occurs and a pro rata Bonus  through the date of\n                  Termination  of Employment  determined  in  accordance  with\n                  Section 6.1.  Also,  on or before the  Executive's  last day\n                  of  employment  with the  Company,  the Company will pay the\n                  Executive a lump sum cash  payment  equal to three (3) times\n                  the highest Annual  Compensation  (as defined below) paid to\n                  the  Executive  in any  of  the  three  (3)  calendar  years\n                  immediately preceding the date of Termination of Employment.\n\n                                       9\n\n\n            (b)   Accelerated Vesting and Supplemental  Payments.  All rights,\n                  awards and benefits of the  Executive  provided  pursuant to\n                  this  Agreement,  the TRG Incentive Plan or other  incentive\n                  plan,  Stock Units granted  pursuant to this Agreement,  the\n                  deferred   compensation   plans  (including  the  Retirement\n                  Savings  Opportunity  Plan,  Executive and Director Deferred\n                  Compensation  Plan and any successor or replacements  plans)\n                  and any stock option or other  benefit  plans of the Company\n                  in which the Executive  participates  shall immediately vest\n                  in full  and the  Executive  shall  be paid in a lump sum as\n                  soon  as  practicable  after  the  date  of  Termination  of\n                  Employment.  To the  extent  that  any of the  plans  of the\n                  Company would not under  applicable  law permit  accelerated\n                  vesting,  the Executive will be paid  supplementally  by the\n                  Company the amount of  additional  benefits  payable if full\n                  vesting  had taken  place as of the date of  Termination  of\n                  Employment.  All  supplemental  payments  are provided on an\n                  unfunded basis,  are not intended to meet the  qualification\n                  requirements  of Section 401 of the Internal  Revenue  Code,\n                  and shall be payable  solely from the general  assets of the\n                  Company.\n\n            (c)   Insurance  and  Other  Special  Benefits.   The  Executive's\n                  participation  in the life,  accident and health  insurance,\n                  employee  welfare  benefit plans (as defined in the Employee\n                  Retirement  Income  Security  Act of 1974) and other  fringe\n                  benefits (the  'Benefits')  provided to the Executive  prior\n                  to the Change of Control or the  Termination  of  Employment\n                  shall be continued or  equivalent  benefits  provided by the\n                  Company at no cost to the  Executive for a period of two (2)\n                  years  from  the  date  of the  Executive's  Termination  of\n                  Employment.  If for any  reason  the  Company  is  unable to\n                  continue   the   Benefits  as  required  by  the   preceding\n                  sentence,  the Company shall pay to the Executive a lump sum\n                  cash payment  equal to the value of the  Benefits  which the\n                  Company is unable to provide.\n\n            (d)   Relocation   Assistance.   Should  the  Executive  move  his\n                  primary   residence  in  order  to  pursue  other   business\n                  opportunities  within  two (2)  years  after the date of the\n                  Executive's   Termination   of   Employment,   he   will  be\n                  reimbursed  for any  expenses  incurred in that  relocation,\n                  including taxes payable on the reimbursement,  which are not\n                  reimbursed  by  another   employer.   Benefits   under  this\n                  paragraph   will   include   assistance   in   selling   the\n                  Executive's  home  and all  other  assistance  and  benefits\n                  which are provided by the Company under its relocation  plan\n                  as in effect  immediately  prior to the  Change  of  Control\n                  Period or the Termination of Employment.\n\n            (e)   Stock Rights. All stock options,  stock  appreciation  rights,\n                  stock purchase rights, restricted stock rights and any similar\n                  rights which the Executive holds shall become fully vested and\n                  be exercisable on the date of Termination of Employment.\n\n                                       10\n\n\n            (f)   Outplacement  Assistance.  The Executive shall be reimbursed\n                  by the  Company  for the cost of all  outplacement  services\n                  obtained  by the  Executive  within the two (2) year  period\n                  after the date of  Termination  of  Employment  provided the\n                  total  reimbursement  shall be limited to an amount equal to\n                  fifteen   percent   (15%)   of   the   Executive's    Annual\n                  Compensation  for the calendar  year  immediately  preceding\n                  the date of Termination of Employment.\n\n      7.2   Definitions.\n\n            (a)   A 'Change  of  Control'  shall  take  place on the date of the\n                  earlier to occur of any of the following events:\n\n                  (i)   The acquisition by any person, other than the Company or\n                        any employee benefit plan of the Company,  of beneficial\n                        ownership of 20% or more of the combined voting power of\n                        the Company's then outstanding voting securities;\n\n                  (ii)  The  first  purchase  under a tender  offer or  exchange\n                        offer,  other  than  an  offer  by  the  Company  or any\n                        employee benefit plans of the Company, pursuant to which\n                        shares of common stock have been purchased;\n\n                  (iii) During any period of two consecutive years,  individuals\n                        who at the beginning of such period constitute the Board\n                        of  Directors  of the  Company  cease for any  reason to\n                        constitute  at  least a  majority  thereof,  unless  the\n                        election  or  the   nomination   for  the   election  by\n                        stockholders  of the  Company of each new  director  was\n                        approved  by a  vote  of  at  least  two-thirds  of  the\n                        directors then still in office who were directors at the\n                        beginning of the period; or\n\n                  (iv)  Approval  by  stockholders  of the  Company of a merger,\n                        consolidation,   liquidation   or   dissolution  of  the\n                        Company,  or the sale of all or substantially all of the\n                        assets of the Company.\n\n            (b)   'Annual  Compensation'  shall mean the sum of the Base  Salary\n                  and the Bonus paid to the  Executive  and all  vested  amounts\n                  credited to the Executive under any incentive  compensation or\n                  other  benefit  plans of the  Company  in which the  Executive\n                  participates during the applicable calendar year.\n\n            (c)   A 'Termination of Employment'  shall take place in the event\n                  that (a) the  Executive's  employment is terminated  for any\n                  reason other than as a consequence  of death,  disability or\n                  normal retirement,  (b) the Executive is assigned any duties\n                  or  responsibilities  that are  inconsistent  in any respect\n                  with his position, duties,  responsibilities or status prior\n                  to a Change of Control Period,  (c) the Company requires the\n                  Executive  to be based  at a  location  which  is more  than\n                  fifty (50) miles from the  Executive's  then current primary\n                  residence,  (d) the Executive's Base Salary is reduced,  (e)\n                  the  Executive  experiences  in any year a reduction  in the\n                  ratio of his  incentive  compensation,  bonus or other  such\n                  payments to his base compensation  which is greater than the\n                  average  reduction in the ratio of  incentive  compensation,\n                  bonus  or  other   such   payments   to  base   compensation\n                  experienced  by  all  of  the  Company's  or  the  successor\n                  company's  executive  officers or (f) the Company  gives the\n                  Executive  notice  of an  intent  not to  renew  or does not\n                  renew  the  term of this  Agreement  at any  time  during  a\n                  Change of Control Period.\n\n                                       11\n\n\n            (d)   A 'Change of Control  Period'  shall mean the period of time\n                  commencing  with the date of a Change of Control or on which\n                  the Company  becomes aware of or enters into any discussions\n                  or negotiations  that could involve a Change of Control or a\n                  proposed  transaction  which  could  result  in a Change  of\n                  Control,  and  ending on the  first to occur  of:  (a) three\n                  (3)  years  after  the  effective  date  of  the  Change  of\n                  Control,  or (b) the date on which  the  proposed  Change of\n                  Control is no longer discussed or expected to occur.\n\n      7.3   Subsequent  Imposition of Excise Tax. If it is ultimately determined\n            by a court or  pursuant  to a final  determination  by the  Internal\n            Revenue Service that any portion of the payments to the Executive is\n            considered  to be an  'excess  parachute  payment,'  subject  to the\n            excise tax under Section 4999 of the Code,  the  Executive  shall be\n            entitled to receive a lump sum cash payment  sufficient to place the\n            Executive in the same net after-tax position,  computed by using the\n            'Special Tax Rate' as such term is defined below, that the Executive\n            would have been in had such  payment not been subject to such excise\n            tax, and had the  Executive  not  incurred  any interest  charges or\n            penalties  with  respect to the  imposition  of such excise tax. For\n            purposes  of this  Agreement,  the  'Special  Tax Rate' shall be the\n            highest effective Federal and state marginal tax rates applicable to\n            the  Executive in the year in which the payment  contemplated  under\n            this Section 7.3 is made.\n\n8.    Noncompetition and Proprietary Information.\n\n      8.1   Prohibition  on  Competition.  During the term of this Agreement and\n            for twenty-four  (24) months following the expiration or termination\n            of this  Agreement as a result of notice of  nonrenewal by Executive\n            pursuant  to  Section  2  or  following  the  effective  date  of  a\n            termination of this  Agreement by the Executive  pursuant to Section\n            6.3 (the  'Restrictive  Period'),  the  Executive  shall  not,  as a\n            stockholder,  partner,  employee  or  officer,  engage,  directly or\n            indirectly,  in any business or enterprise which is 'in competition'\n            with the  Company.  For  purposes of this  Agreement,  a business or\n            enterprise  will  be  'in  competition'  if it  is  engaged  in  any\n            significant  business  activity of the  Company or its  subsidiaries\n            within the United States.\n\n                                       12\n\n\n            The Executive  shall be allowed to purchase and hold for  investment\n            less than three percent (3%) of the shares of any corporation  whose\n            shares are regularly traded on a national  securities exchange or in\n            the over-the-counter market.\n\n      8.2   Disclosure  of  Information.  The Executive  recognizes  that he has\n            access to and  knowledge  of certain  confidential  and  proprietary\n            information of the Company which is essential to the  performance of\n            his duties under this  Agreement.  The Executive will not, during or\n            after  the term of his  employment  by the  Company,  in whole or in\n            part,  disclose such information to any person,  firm,  corporation,\n            association  or other  entity for any reason or purpose  whatsoever,\n            nor shall he make use of any such information for his own purposes.\n\n      8.3   Covenants  Regarding  Other  Employees.  During  the  term  of  this\n            Agreement and the Restrictive  Period,  the Executive  agrees not to\n            attempt to induce any  employee of the Company to  terminate  his or\n            her  employment  with  the  Company,   accept  employment  with  any\n            competitor of the Company, or interfere in a similar manner with the\n            business of the Company.\n\n      8.4   Specific  Performance.  The parties  recognize that the Company will\n            have no  adequate  remedy at law for breach of the  requirements  of\n            this Section 8 and, in the event of such breach, the Company and the\n            Executive  agree that,  in  addition  to the right to seek  monetary\n            damages,  the  Company  will be  entitled  to a decree  of  specific\n            performance,  mandamus,  or  other  appropriate  remedy  to  enforce\n            performance of these requirements.\n\n9.    Indemnification.  The  Company  covenants  and agrees to  indemnify  and\n      hold harmless the Executive  fully,  completely and  absolutely  against\n      any and all actions, suits,  proceedings,  claims,  demands,  judgments,\n      costs,  expenses  (including  reasonable  attorney's  fees),  losses and\n      damages  resulting from the  Executive's  good faith  performance of his\n      duties under this Agreement  subject to the requirements and limitations\n      imposed by the  Company's  Articles  of  Incorporation  and  By-Laws and\n      applicable law.\n\n10.   Assignment.\n\n      10.1  Assignment by Company. This Agreement may be assigned or transferred\n            to,  and shall be  binding  upon and inure to the  benefit  of,  any\n            successor  of  the  Company,  and  any  successor  shall  be  deemed\n            substituted  for all  purposes of the  'Company'  under the terms of\n            this  Agreement.  As used in this  Agreement,  the term  'successor'\n            shall mean any person, firm, corporation or business entity which at\n            any time,  whether by merger,  purchase or otherwise acquires all or\n            substantially  all of the  assets or the  business  of the  Company.\n            Notwithstanding  such  assignment,  the Company shall remain jointly\n            and severally liable for all obligations hereunder.\n\n      10.2  Assignment  by  Executive.  The  services  to  be  provided  by  the\n            Executive  to the Company  are  personal  to the  Executive  and the\n            Executive's  duties  may  not be  assigned  by the  Executive.  This\n            Agreement shall, however, inure to the benefit of and be enforceable\n            by the  Executive's  personal or legal  representatives,  executors,\n            administrators,   successors,  heirs,  distributees,   devisees  and\n            legatees.  If the  Executive  dies while any amounts  payable to the\n            Executive remain outstanding,  all such amounts shall be paid to the\n            Executive's designee, estate or beneficiaries.\n\n                                       13\n\n\n11.   Dispute  Resolution.  Either the  Executive  or the Company may elect to\n      have  any  good  faith  dispute  or  controversy  arising  under  or  in\n      connection  with this  Agreement  settled by  arbitration  by  providing\n      written  notice of such  election  to the  other  party  specifying  the\n      nature of the dispute to be  arbitrated.  If  arbitration  is  selected,\n      such  proceeding  shall  be  conducted  before  a  panel  of  three  (3)\n      arbitrators  sitting  in a  location  agreed to by the  Company  and the\n      Executive  within fifty (50) miles from the location of the  Executive's\n      principal  place of  employment  in  accordance  with  the  rules of the\n      American Arbitration  Association.  Judgment may be entered on the award\n      of the arbitrators in any court having  competent  jurisdiction.  To the\n      extent that the  Executive  prevails in any  litigation  or  arbitration\n      seeking to enforce  the  provisions  of this  Agreement,  the  Executive\n      shall be entitled  to  reimbursement  by the Company of all  expenses of\n      such  litigation or  arbitration,  including  reasonable  legal fees and\n      expenses and necessary costs and disbursements.\n\n12.   Miscellaneous.\n\n      12.1  Entire Agreement.  This Agreement supersedes any prior agreements or\n            understandings,  oral or  written,  between  the  Executive  and the\n            Company with respect to the subject matter hereof,  and  constitutes\n            the entire agreement of the parties with respect thereto.\n\n      12.2  Modification. This Agreement shall not be varied, altered, modified,\n            cancelled,  changed or in any way amended except by mutual agreement\n            of the  parties in a written  instrument  executed by the parties or\n            their legal representatives.\n\n      12.3  Severability.  In the event  that any  provision  or portion of this\n            Agreement shall be determined to be invalid or unenforceable for any\n            reason,  the  remaining   provisions  of  this  Agreement  shall  be\n            unaffected and shall remain in full force and effect.\n\n      12.4  Tax Withholding.  The Company may withhold all Federal,  state, city\n            or  other  taxes  required  pursuant  to  any  law  or  governmental\n            regulation or ruling.\n\n      12.5  Beneficiaries.  The  Executive  may designate one or more persons or\n            entities  as the  primary  and\/or  contingent  beneficiaries  of any\n            amounts to be received under this Agreement.  Such  designation must\n            be in a signed  writing  acceptable to the Board of  Directors,  the\n            Company or  designees  of the Board or Company.  The  Executive  may\n            change such designation at any time.\n\n      12.6  Board Committee. Any action taken or determination made by the Board\n            of  Directors  under  this  Agreement  may be  taken  or made by the\n            Compensation  Committee  or any  other  Committee  of the  Board  of\n            Directors.\n\n                                       14\n\n\n      12.7  Governing  Law.  To the extent not  preempted  by Federal  law,  the\n            provisions  of this  Agreement  shall be  construed  and enforced in\n            accordance with the laws of the State of Maryland.\n\n      12.8  Notice.  Any  notices,  requests,  demands  or other  communications\n            required by or provided for in this Agreement shall be sufficient if\n            in writing and sent by registered or certified mail to the Executive\n            at the last  address he has filed in writing with the Company or, in\n            the case of the Company, at its principal office.\n\n\nIN WITNESS  WHEREOF,  the Executive and the Company have executed this Agreement\nas of the date first above written.\n\nTHE RYLAND GROUP, INC.                       EXECUTIVE:\n\n\n\nBy: \/s\/ Edward W. Gold                       \/s\/ R. Chad Dreier\n    -------------------------------------    -----------------------------------\n    Edward W. Gold, Senior Vice President    R. Chad Dreier\n\n\n\nAttest: \/s\/ Timothy J. Geckle\n        ----------------------------\n        Timothy J. Geckle, Secretary\n\n                                       15\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8733],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9539,9544],"class_list":["post-39640","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ryland-group","corporate_contracts_industries-construction__contractors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39640","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39640"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39640"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39640"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39640"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}