{"id":40436,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/senior-executive-severance-agreement-the-ryland-group-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"senior-executive-severance-agreement-the-ryland-group-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/senior-executive-severance-agreement-the-ryland-group-inc-and.html","title":{"rendered":"Senior Executive Severance Agreement &#8211; The Ryland Group Inc. and Thomas J. Gancsos"},"content":{"rendered":"<pre>\n\nSENIOR EXECUTIVE SEVERANCE AGREEMENT\n\n\nAGREEMENT dated as of the 28th day of January 1997 between The Ryland Group, \nInc., a Maryland corporation (the \"Corporation\"), and Thomas J. Gancsos (the \n\"Executive\").\n\nIn consideration of the services provided by the Executive and the covenants \nand agreements contained herein, and for other good and valuable consideration \nthe sufficiency of which is acknowledged, the Corporation and the Executive \nagree as follows:\n\n1.    Termination After Change of Control.  The following payments and \nbenefits will be provided to the Executive by the Corporation in the \nevent of a Termination of Employment (as hereinafter defined) of the \nExecutive within three (3) years after a Change of Control (as \nhereinafter defined) of the Corporation:\n\n1.1   Lump Sum Cash Payment.  On or before the Executive's last day of \nemployment with the Corporation, the Corporation will pay to the \nExecutive a lump sum cash amount equal to two (2) times the \nhighest Annual Compensation (as hereinafter defined) paid to the \nExecutive by the Corporation for any of the three (3) calendar \nyears immediately preceding the date of Termination of Employment.\n\n1.2   Accelerated Vesting and Supplemental Payments.  All rights, awards \nand benefits of the Executive in the TRG Incentive Plan, the \ndeferred compensation plans (including the Retirement and Stock \nOwnership Plan, Executive and Director Deferred Compensation Plan \nand any successor or replacements plans) and any incentive, bonus \nor benefit plans of the Corporation in which the Executive \nparticipates shall immediately vest in full and the Executive \nshall be paid in a lump sum within thirty (30) days of the date of \nTermination of Employment.  To the extent that any of the plans of \nthe Corporation would not under applicable law permit accelerated \nvesting, the Executive will be paid supplementally by the \nCorporation the amount of additional benefits that would be \npayable if full vesting had taken place as of the date of \nTermination of Employment.  All supplemental payments are provided \non an unfunded basis, are not intended to meet the qualification \nrequirements of Section 401 of the Internal Revenue Code, and \nshall be payable solely from the general assets of the \nCorporation.\n\n1.3   Insurance and Other Special Benefits.  The Executive's \nparticipation in the life, accident and health insurance, employee \nwelfare benefit plans (as defined in the Employee Retirement \nIncome Security Act of 1974) and other fringe benefits (the \n\"Benefits\") provided to the Executive prior to the Change of \nControl or the Termination of Employment shall be continued or \nequivalent benefits provided by the Corporation, at no cost to the \nExecutive, for a period of two (2) years from the date of the \nExecutive's Termination of Employment.  If for any reason the \nCorporation is unable to continue the Benefits, as required by the \npreceding sentence, the Corporation shall pay to the Executive a \nlump sum cash payment equal to the value of the Benefits which the \nCorporation is unable to provide.\n\n1.4   Relocation Assistance.  Should the Executive move his residence in \norder to pursue other business opportunities within two (2) years \nafter the date of the Termination of Employment, he will be \nreimbursed for any expenses incurred in that relocation, including \ntaxes payable on the reimbursement, which are not reimbursed by \nanother employer.  Benefits under this paragraph will include \nassistance in selling the Executive's home and all other \nassistance and benefits which are provided by the Corporation \nunder its relocation plan as in effect immediately prior to the \nChange of Control or the Termination of Employment.\n\n1.5   Stock Rights.  All stock options, stock appreciation rights, stock \npurchase rights, restricted stock rights and any similar rights \nwhich the Executive holds shall become fully vested and be \nexercisable on the Executive's last day of employment with the \nCorporation.\n\n1.6   Outplacement Assistant.  The Executive shall be reimbursed by the \nCorporation for the costs of all outplacement services obtained by \nthe Executive within the two (2) year period after the date of the \nExecutive's Termination of Employment provided the total \nreimbursement shall be limited to an amount equal to twenty-five \npercent (25%) of the Executive's Annual Compensation for the \ncalendar year immediately preceding the date of the Executive's \nTermination of Employment.\n\n1.7   Definitions.\n\n(i)   A \"Change of Control\" shall take place on the date of the \nearlier to occur of any of the following events:\n\n(a)   The acquisition by any person, other than the \nCorporation or any employee benefit plan of the \nCorporation, of beneficial ownership of 20% or more of \nthe combined voting power of the Corporation's then \noutstanding voting securities;\n\n(b)   The first purchase under a tender offer or exchange \noffer, other than an offer by the Corporation or any \nemployee benefit plans of the Corporation, pursuant to \nwhich shares of common stock have been purchased;\n\n(c)   During any period of two consecutive years, \nindividuals who at the beginning of such period \nconstitute the Board of Directors of the Corporation \ncease for any reason to constitute at least a majority \nthereof, unless the election or the nomination for the \nelection by stockholders of the Corporation of each \nnew director was approved by a vote of at least two-\nthirds of the directors then still in office who were \ndirectors at the beginning of the period; or\n\n(d)   Approval by stockholders of the Corporation of a \nmerger, consolidation, liquidation or dissolution of \nthe Corporation, or the sale of all or substantially \nall of the assets of the Corporation.\n\n(ii)  \"Annual Compensation\" shall mean the sum of the base salary \nand annual bonus paid to the Executive and all vested \namounts credited to the Executive under any incentive \ncompensation or other benefit plans of the Corporation in \nwhich the Executive participates during the applicable \ncalendar year.  In the event the Executive has not been \nemployed by the Corporation or received a base salary and \nannual bonus for a complete calendar year, the determination \nof Annual Compensation shall involve a pro forma projection \nof base salary, annual bonus and vested amounts credited \nunder incentive compensation or other benefit plans for a \ncomplete calendar year based upon the amounts that were paid \nor credited during the partial year of employment or partial \nyear of receipt of compensation and any other information \ndeemed appropriate.\n\n(iii) A \"Termination of Employment\" shall take place in the event \nthat (a) the Executive's employment is terminated for any \nreason other than as a consequence of death, disability or \nnormal retirement, (b) the Executive is assigned any duties \nor responsibilities that are inconsistent in any respect \nwith his position, duties, responsibilities or status prior \nto the Change of Control, (c) the Corporation requires the \nExecutive to be based at a location which is more than fifty \n(50) miles from the Executive's then current primary \nresidence, (d) the Executive's base salary is reduced, or \n(e) the Executive experiences in any year a reduction in the \nratio of his incentive compensation, bonus or other such \npayments to his base compensation which is greater than the \naverage reduction in the ratio of incentive compensation, \nbonus or other such payments to base compensation \nexperienced by all of the Corporation's or the successor \ncorporation's executive officers.\n\n1.8   Subsequent Imposition of Excise Tax.  If it is ultimately \ndetermined by a court or pursuant to a final determination by the \nInternal Revenue Service that any portion of the payments to the \nExecutive is considered to be an \"excess parachute payment,\" \nsubject to the excise tax under Section 4999 of the Code, which \nwas not contemplated to be an \"excess parachute payment\" at the \ntime of payment, the Executive shall be entitled to receive a lump \nsum cash payment sufficient to place the Executive in the same net \nafter-tax position, computed by using the \"Special Tax Rate\" as \nsuch term is defined below, that the Executive would have been in \nhad such payment not been subject to such excise tax, and had the \nExecutive not incurred any interest charges or penalties with \nrespect to the imposition of such excise tax.  For purposes of \nthis Agreement, the \"Special Tax Rate\" shall be the highest \neffective Federal and state marginal tax rates applicable to the \nExecutive in the year in which the payment contemplated under this \nSection 1.8 is made.\n\n2.    General.\n\n2.1   Indemnification.  If litigation shall be brought to enforce or \ninterpret any provision contained herein, the Corporation, to the \nextent permitted by applicable law and the Corporation's Charter \nand By-laws, indemnifies the Executive for his reasonable \nattorneys' fees and disbursements incurred in such litigation.\n\n2.2   Dispute Resolution.  Either the Executive or the Corporation may \nelect to have any good faith dispute or controversy arising under \nor in connection with this Agreement settled by arbitration, by \nproviding written notice of such election to the other party, \nspecifying the nature of the dispute to be arbitrated.  If \narbitration is selected, such proceeding shall be conducted before \na panel of three (3) arbitrators sitting in a location agreed to \nby the Corporation and the Executive within fifty (50) miles from \nthe location of the Executive's principal place of employment in \naccordance with the rules of the American Arbitration Association.  \nJudgment may be entered on the award of the arbitrators in any \ncourt having competent jurisdiction.\n\n      If the Executive prevails in any litigation or arbitration seeking \nto enforce the provisions of this Agreement, the Executive shall \nbe entitled to reimbursement by the Corporation of all expenses, \nincluding reasonable legal fees and expenses, and costs and \ndisbursements incurred as a result of such dispute or legal \nproceeding.\n\n2.3   Payment of Obligations Absolute.  The Corporation's obligation to \npay the compensation and to make the arrangements provided in this \nAgreement shall be absolute and unconditional and shall not be \naffected by any circumstances, including any offset, counterclaim, \nrecoupment, defense or other right which the Corporation may have \nagainst the Executive or anyone else.  All amounts payable by the \nCorporation shall be paid without notice or demand.  Each and \nevery payment made by the Corporation shall be final and the \nCorporation will not seek to recover all or any part of such \npayment.  The Executive shall not be obligated to seek other \nemployment in mitigation of the amounts payable or arrangements \nmade under this Agreement, and the obtaining of any other \nemployment shall not result in a reduction of the Corporation's \nobligations to make the payments, benefits and arrangements \nrequired to be made under this Agreement.  \n\n2.4   Continuing Obligations.  The Executive shall retain in confidence \nany confidential information known to him concerning the \nCorporation, its subsidiaries and their respective businesses so \nlong as such information is not publicly disclosed.\n\n2.5<\/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-40436","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\/40436","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=40436"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40436"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40436"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40436"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}