{"id":39642,"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-dreier5.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-ryland-group-inc-and-r-chad-dreier5","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-ryland-group-inc-and-r-chad-dreier5.html","title":{"rendered":"Employment Agreement &#8211; The Ryland Group Inc. and R. Chad Dreier"},"content":{"rendered":"<pre>EMPLOYMENT AGREEMENT\n\n\nEMPLOYMENT AGREEMENT dated as of the 28th day of January 1997, 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 \nforth in this Agreement, and other good and valuable consideration the receipt \nand sufficiency of which are acknowledged, the parties agree as follows:\n\n1.    Replacement of Prior Employment Agreement.  This Employment Agreement \nreplaces and supercedes the Employment Agreement dated as of December \n31, 1994 between the Company and the Executive which upon the effective \ndate of this Employment Agreement is terminated and no longer effective.\n\n2.    Term of Employment.  The Company agrees to employ the Executive for a \nperiod of four (4) years commencing as of January 1, 1997.  This \nAgreement shall be automatically renewed for a one (1) year period at \nthe end of the initial four (4) year term or at the end of each renewal \nperiod until terminated in accordance with the terms of this Agreement.  \nEither party may terminate this Agreement at the end of the initial four \n(4) year term or at the end of each one (1) year renewal period by \ngiving the other party written notice of termination delivered at least \none hundred eighty (180) days prior to the end of the initial term or \nany renewal period.\n\n      If at any time during the initial term or any renewal period, a Change \nof Control of the Company occurs (as defined in Section 7.2 below), the \nterm of this Agreement shall be the longer of  (a) three (3) years \nbeyond the effective date of the Change of Control or (b) the term as \nprovided in this Section 2.\n\n3.    Position and Responsibilities.  The Executive shall serve as the \nChairman of the Board of Directors, President and Chief Executive \nOfficer of the Company.  In his capacity as Chairman of the Board, \nPresident and Chief Executive Officer, the Executive shall be the \nCompany's highest ranking executive officer and shall have full \nauthority and responsibility for formulating and administering the plans \nand policies of the Company subject to the control of the Board of \nDirectors.\n\n4.    Performance of Duties.  The Executive shall devote his full time \nattention and energies to the Company's business and will not engage in \nconsulting work or any business for his own account or for any person, \nfirm or corporation.  The Executive may serve as a director of other \ncompanies so long as this service does not interfere with the \nperformance of his duties with the Company.\n\n5.    Compensation.  For all services to be rendered by the Executive during \nthe term of this Agreement, the Company shall pay and provide to the \nExecutive:\n\n5.1   Base Salary.  The Company shall pay the Executive a Base Salary in \nan amount which shall be established from time to time by the \nBoard of Directors, provided the Base Salary shall not be less \nthan six hundred fifty-five thousand dollars ($655,000) per year.  \nThis Base Salary is paid in installments consistent with the \nnormal payroll practices of the Company and reviewed annually to \ndetermine whether, in the judgment of the Board of Directors, it \nshould be increased based on the performance of the Executive and \nany other factors deemed appropriate.\n\n5.2   Annual Bonus.  The Executive is eligible to receive an annual cash \nbonus (the 'Bonus') in respect of each fiscal year during the term \nof this Agreement equal to one percent (1.0%) of the Ordinary \nCourse Pre-Tax Income.  'Ordinary Course Pre-Tax Income' is the \nconsolidated pre-tax income of the Company and its subsidiaries as \nreflected in the audited consolidated financial statements of the \nCompany, as adjusted in good faith by the Compensation Committee \nto eliminate the effect of nonrecurring gains and losses and other \nitems not reflective of the ongoing ordinary course of business \nand operating performance of the Company.  The Bonus shall be \npayable to the Executive in cash within sixty (60) days after the \nend of each fiscal year during the term of this Agreement.\n\n5.3   Incentive Plans.  The Executive shall participate in any stock \noption and incentive award programs available to executive \nofficers of the Company.  This participation is on a basis which \nis commensurate with the Executive's position with the Company.\n\n5.4   Other Benefits.  The Executive is entitled to receive other \nemployee benefits, such as disability, group life, sickness, \naccident and health insurance programs, split-dollar life \ninsurance programs and other perquisites that are available to \nexecutive officers of the Company.  This participation is on a \nbasis which is commensurate with the Executive's position with the \nCompany.\n\n5.5   Stock Option\n\n(a)   Grant of Option\n\n      Pursuant to the terms and conditions of The Ryland Group, \nInc. 1992 Equity Incentive Plan (the 'Plan), the Company \ngrants to the Executive during the period ending at the \nclose of business on January 28, 2007 (the 'Option Period'), \nthe option to purchase (the 'Option') from the Company at a \nprice of $12.75 per share up to 150,000 shares of the \nCompany's Common Stock.  THE OPTION GRANTED SHALL NOT BE \nTREATED AS AN 'INCENTIVE STOCK OPTION' WITHIN THE MEANING OF \nSECTION 422 OF THE INTERNAL REVENUE CODE OF 1986.  AS \nAMENDED.  The option is governed and controlled by all terms \nof the Plan.\n\n(b)   Exercise of Option.\n\nThe Option may be exercised in whole or in part in \naccordance with the following vesting schedule:\n\nThe aggregate number of shares of Common Stock optioned by \nthis Agreement shall be dividend into 3 installments.\n\nThe first installment for 50,000 shares may be exercised in \nwhole or in part beginning 1\/29\/98\nThe second installment for 50,000 shares may be exercised in \nwhole or in part beginning 1\/29\/99\nThe third installment for 50,000 shares may be exercised in \nwhole or in part beginning 1\/29\/00\n\nIn case an installment is not immediately exercisable, the \nBoard of Directors or the Compensation Committee of the Board \nmay in its discretion accelerate the time at which the \ninstallment may be exercised.  To the extent not exercised, \ninstallments shall accumulate and be exercisable by the \nExecutive during the Option Period.  Continued accrual and \nvesting of installments shall cease immediately upon \ntermination of employment for any reason whatsoever, subject to \nacceleration by the Board of Directors or the Compensation \nCommittee.\n\n(c)   Payment of Exercise Price.\n\nThe Executive shall pay the exercise price in the following\nways:\n\n(I)   cash payment (by certified check, bank draft or money \norder payable to the order of the Company).\n\n(ii)  if approved by the Company, cash payment may be made from \nthe proceeds of an immediate sale of Common Stock \nreceivable 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\nThe payment of the exercise price shall be delivered with a \nnotice of exercise, which notice will be in a form provided by \nthe Company.  \n\nThe Company shall, subject to the receipt of withholding tax, \nissue to the Executive the stock certificate for the number of \nshares of Common Stock with respect to which the Option is \nexercised.\n\nThe value of shares of Common Stock used as payment for the \nexercise of an Option shall be the closing price of such shares \non the New York Stock Exchange on the date of exercise of an \nOption or as otherwise determined by the Company, the Board of \nDirectors or the Compensation Committee of the Board of \nDirectors.\n\n(d)   Termination\n\nThe Option shall terminate upon the happening of the earliest \nof the following events:\n\n(i)   January 28, 2007\n\n(ii)  The expiration of 90 days after the date of termination \nof the Executive's employment, except in the case of \ndeath, Disability (defined below) or retirement.  During \nthis period, the Executive shall have the right to \nexercise the Option to the extent it is exercisable on \nthe termination date.\n\n(iii) The expiration of three (3) years after the date of death \nof the Executive if death occurs during the term of this \nAgreement.  During this period, the Executive's estate, \npersonal representative or beneficiary shall have the \nright to exercise the Option to the extent it is \nexercisable on the date of death.\n\n(iv)  The expiration of three (3) years after the date the \nExecutive's employment is terminated due to Disability or \nretirement.  During this period, the Executive shall have \nthe right to exercise the Option to the extent it is \nexercisable on the date of termination.\n\n(e)   Merger, Consolidation or Share Exchange.\n\nAfter any merger, consolidation or share exchange in which the \nCompany is the surviving or resulting corporation, the \nExecutive shall be entitled, upon the exercise of an Option, to \nreceive the number and class of shares of stock or other \nconsideration to which the Executive would have been entitled, \nif, immediately prior to such merger, consolidation or share \nexchange, the Executive had exercised the Option in accordance \nwith and subject to the terms of this Agreement and the Plan.  \nIf the Company is not the surviving or resulting corporation in \nany merger, consolidation or share exchange, the surviving or \nresulting corporation shall tender stock options to purchase \nits shares on terms and conditions that substantially preserve \nthe rights and benefits under this Option.\n\n\n\n5.6   Stock Units<\/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-39642","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\/39642","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=39642"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39642"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39642"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39642"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}