exv10w1



 






Exhibit 10.1: The Ryland Group, Inc. 2005 Equity Incentive Plan




THE RYLAND GROUP, INC.



2005 EQUITY INCENTIVE PLAN




1. Purpose and Types of Awards




     The purpose of THE RYLAND GROUP, INC. 2005 EQUITY INCENTIVE PLAN (the “Plan”) is to promote
the long-term growth and profitability of the Corporation by providing key people with incentives
to improve stockholder value and to contribute to the growth and financial success of the
Corporation.



     The Plan permits the granting of stock options (including incentive stock options qualifying
under Code section 422 and nonqualified stock options), restricted stock awards, stock units or any
combination of the foregoing.



2. Definitions




     Under this Plan, except where the context otherwise indicates, the following definitions
apply:



     (a) “Administrator” means the Board, the Compensation Committee of the Board, or any committee
or committees that are appointed by the Compensation Committee or the Board that have authority to
administer the Plan as provided in Section 3 hereof.



     (b) “Affiliate” shall mean any entity, whether now or hereafter existing, which controls, is
controlled by or is under common control with the Corporation (including joint ventures, limited
liability companies and partnerships). For this purpose, “control” shall mean ownership of 50% or
more of the total combined voting power or value of all classes of stock or interests of the
entity.



     (c) “Award” shall mean any stock option, restricted stock award or stock unit award.



     (d) “Board” shall mean the Board of Directors of the Corporation.



     (e) “Change in Control” shall mean:




     (i) The acquisition by any person, other than the Corporation or any employee benefit
plans of the Corporation, of beneficial ownership of 20 percent or more of the combined
voting power of the Corporation’s then outstanding voting securities;




     (ii) The first purchase under a tender offer or exchange offer, other than an offer by
the Corporation or any employee benefit plans of the Corporation, pursuant to which shares
of Common Stock have been purchased;




     (iii) During any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Corporation cease for any reason to
constitute at least a majority thereof, unless the election or the nomination for the



 









 







election by stockholders of the Corporation of each new director was approved by a vote of
at least two-thirds of the directors then still in office who were directors at the
beginning of the period; or




     (iv) Approval by stockholders of the Corporation of a merger, consolidation,
liquidation or dissolution of the Corporation, or the sale of all or substantially all of
the assets of the Corporation; provided, however, that for purposes of any Award or subplan
that constitutes a “nonqualified deferred compensation plan,” within the meaning of Code
section 409A, the Administrator, in its discretion, may specify a different definition of
Change in Control in order to comply with the provisions of Code section 409A.



     (f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and any regulations
promulgated thereunder.



     (g) “Common Stock” shall mean shares of common stock, $1.00 par value, of the Corporation.



     (h) “Corporation” shall mean The Ryland Group, Inc. and its successors and assigns.



     (i) “Designated Beneficiary” shall mean the beneficiary designated by an Award holder, in a
manner and to the extent determined by the Administrator, to receive amounts due or exercise rights
of the Award holder in the event of the Award holder’s death. In the absence of an effective
designation by an Award holder, “Designated Beneficiary” shall mean the Award holder’s estate.



     (j) “Effective Date” shall mean the date the Plan is approved by the stockholders of the
Corporation.



     (k) “Fair Market Value” shall mean, with respect to a share of the Corporation’s Common Stock
or other property for any purpose on a particular date, the value determined by the Administrator
in good faith. However, if the Common Stock is registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended, “Fair Market Value” with respect to a share of the Corporation’s
Common Stock shall mean, as applicable, (i) either the closing price or the average of the high and
low sale price on the relevant date, as determined in the Administrator’s discretion, quoted on the
New York Stock Exchange, the American Stock Exchange, or the Nasdaq National Market; (ii) the last
sale price on the relevant date quoted on the Nasdaq SmallCap Market; (iii) the average of the high
bid and low asked prices on the relevant date quoted on the Nasdaq OTC Bulletin Board Service or by
the National Quotation Bureau, Inc. or a comparable service as determined in the Administrator’s
discretion; or (iv) if the Common Stock is not quoted by any of the above, the average of the
closing bid and asked prices on the relevant date furnished by a professional market maker for the
Common Stock, or by such other source, selected by the Administrator. If no public trading of the
Common Stock occurs on the relevant date, then Fair Market Value shall be determined as of the next
preceding date on which trading of the Common Stock does occur. For all purposes under this Plan,
the term “relevant date” as used in this Section 2(k) shall mean either the date as of which Fair
Market Value is to be determined or the next preceding date on which public trading of the Common
Stock occurs, as determined in the Administrator’s discretion.



     (l) “Grant Agreement” shall mean a written document memorializing the terms and conditions of
an Award granted pursuant to the Plan and shall incorporate the terms of the Plan.



 









 





     (m) “Plan Share Reserve” means the maximum number of shares of Common Stock that may be issued
with respect to Awards granted under the Plan.



     (n) “Prior Plans” shall mean The Ryland Group, Inc. 1992 Equity Incentive Plan and the 2002
Equity Incentive Plan.



     (o) “2002 Equity Incentive Plan” shall mean The Ryland Group, Inc. 2002 Equity Incentive Plan,
the term of which expires on April 24, 2012.



3. Administration




     (a) Administration of the Plan. The Plan shall be administered by the Board, the Compensation
Committee of the Board, or any committee or committees that are appointed by the Compensation
Committee or the Board from time to time.



     (b) Powers of the Administrator. The Administrator shall have all the powers vested in it by
the terms of the Plan, such powers to include authority, in its sole and absolute discretion, to
grant Awards under the Plan, prescribe Grant Agreements evidencing such Awards and establish
programs for granting Awards.



     The Administrator shall have full power and authority to take all other actions necessary to
carry out the purpose and intent of the Plan, including, but not limited to, the authority to: (i)
determine the eligible persons to whom, and the time or times at which Awards shall be granted;
(ii) determine the types of Awards to be granted; (iii) determine the number of shares to be
covered by or used for reference purposes for each Award; (iv) impose such terms, limitations,
restrictions and conditions upon any such Award as the Administrator shall deem appropriate; (v)
modify, amend, extend or renew outstanding Awards, or accept the surrender of outstanding Awards
and substitute new Awards (provided however, that, except as provided in Section 7(c) of the Plan,
(A) any modification that would adversely affect any outstanding Award shall not be made without
the consent of the holder, and (B) the exercise price for any outstanding stock option granted
under the Plan may not be decreased after the date of grant nor may any outstanding stock option
granted under the Plan be surrendered to the Corporation as consideration for the grant of a new
stock option with a lower exercise price); (vi) accelerate or otherwise change the time in which an
Award may be exercised or becomes payable and to waive or accelerate the lapse, in whole or in
part, of any restriction or condition with respect to such Award, including, but not limited to,
any restriction or condition with respect to the vesting or exercisability of an Award following
termination of any grantee’s employment or other service relationship with the Corporation; and
(vii) to establish, amend, modify, administer or terminate subplans, and prescribe, amend and
rescind rules and regulations relating to such subplans.



The Administrator shall have full power and authority, in its sole and absolute discretion, to
administer and interpret the Plan and to adopt and interpret such rules, regulations, agreements,
guidelines and instruments for the administration of the Plan and for the conduct of its business
as the Administrator deems necessary or advisable. To the extent permitted by applicable law, the
Administrator may delegate to one or more executive officers of the Corporation the power to (i)
grant Awards to individuals who are not subject to Section 16 of the Securities Exchange Act of
1934, as amended, or any successor provision and are not officers of the Corporation, and (ii) make
all



 









 







determinations under the Plan with respect thereto, provided that the Administrator shall fix the
maximum amount of such Awards for the group and a maximum for any one Award recipient.



     (c) Non-Uniform Determinations. The Administrator’s determinations under the Plan (including
without limitation, determinations of the persons to receive Awards, the form, amount and timing of
such Awards, the terms and provisions of such Awards and the Grant Agreements evidencing such
Awards) need not be uniform and may be made by the Administrator selectively among persons who
receive, or are eligible to receive, Awards under the Plan, whether or not such persons are
similarly situated.



     (d) Limited Liability. To the maximum extent permitted by law, no member of the Administrator
shall be liable for any action taken or decision made in good faith relating to the Plan or any
Award thereunder.



     (e) Indemnification. To the maximum extent permitted by law and by the Corporation’s charter
and by-laws, the members of the Administrator shall be indemnified by the Corporation in respect of
all their activities under the Plan.



     (f) Effect of Administrator’s Decision. All actions taken and decisions and determinations
made by the Administrator on all matters relating to the Plan pursuant to the powers vested in it
hereunder shall be in the Administrator’s sole and absolute discretion and shall be conclusive and
binding on all parties concerned, including the Corporation, its stockholders, any participants in
the Plan and any other employee, consultant, or director of the Corporation, and their respective
successors in interest.



4. Shares Available for the Plan; Maximum Awards




     (a) Plan Share Reserve. Subject to the following provisions of this Section 4 and adjustments
as provided in Section 7(c) of the Plan, the Plan Share Reserve shall be equal to the sum of: (i)
475,000 shares of Common Stock; (ii) 768,772 shares of Common Stock remaining under the 2002 Equity
Incentive Plan that are not subject to outstanding grants of Awards under Prior Plans; and (iii)
any shares of Common Stock that are represented by Awards granted under the Prior Plans that are
forfeited, expire or are canceled without delivery of shares of Common Stock or which result in the
forfeiture of the shares of Common Stock back to the Corporation.



     (b) Adjustments to Plan Share Reserve; Fixed ISO Limit. If any Award, or portion of an Award,
under the Plan or the Prior Plans expires or terminates unexercised, becomes unexercisable or is
forfeited or otherwise terminated, surrendered or canceled as to any shares, the shares subject to
such Award shall thereafter be available for Awards under the Plan; provided, however, that no more
than the number of shares available for issuance on the Effective Date shall be made available for
purchase pursuant to incentive stock options.



     (c) Cash Settlement of Awards. To the extent any shares of Common Stock covered by an Award
are not delivered to an Award holder or the holder’s Designated Beneficiary because the Award is
settled in cash, such shares shall not be deemed to have been issued for purposes of determining
the maximum number of shares of Common Stock available for issuance under the Plan.



 









 





     (d) Limitation on Restricted Stock and Stock Units. Notwithstanding the provisions of Section
4(a) of the Plan and subject to adjustment as provided in Section 7(c) of the Plan, the maximum
number of shares of Common Stock that may be issued in conjunction with Awards granted pursuant to
subsections (d) and (e) of Section 6 of the Plan (relating to restricted stock awards and stock
units) shall be 425,000 shares of Common Stock; provided, however, that any shares of Common Stock
that are forfeited back to the Corporation with respect to any such Awards shall be available for
further Awards under subsections (d) and (e) of Section 6 of the Plan.



     (e) Code Section 162(m) Limit. Subject to adjustments as provided in Section 7(c) of the
Plan, the maximum number of shares of Common Stock subject to Awards of any combination that may be
granted during any one fiscal year of the Corporation to any one individual under this Plan shall
be limited to 500,000 shares. Such per-individual limit shall not be adjusted to effect a
restoration of shares of Common Stock with respect to which the related Award is terminated,
surrendered or canceled. The maximum cash amount that may be payable in combination with any
performance-based award distributable in restricted stock or stock units is the cash amount equal
to the sum of the fair market value of the underlying shares plus the federal and state income and
Medicare taxes, assuming highest marginal tax rates, associated with the grant, vesting or
distribution of the related restricted stock or stock units.



5. Participation




     Participation in the Plan shall be open to all employees, officers and other individuals
providing bona fide services to or for the Corporation or of any Affiliate of the Corporation, as
may be selected by the Administrator from time to time. The Administrator may also grant Awards to
individuals in connection with hiring, retention or otherwise, prior to the date the individual
first performs services for the Corporation or an Affiliate provided that such Awards shall not
become vested or exercisable, and no shares shall be issued to such individual, prior to the date
the individual first commences performance of such services.



6. Awards




     (a) Terms of Awards. The Administrator, in its sole discretion, establishes the terms of all
Awards granted under the Plan. Awards may be granted individually or in tandem with other types of
Awards. All Awards are subject to the terms and conditions provided in the Grant Agreement,
provided that all Awards shall have a minimum three-year graded vesting period, or a one-year
vesting period plus performance criteria established by the Administrator.



     (b) Performance Factors. For purposes of ensuring that compensation arising from Awards
granted under the Plan to officers and key employees of the Company is deductible as qualified
performance-based compensation within the meaning of Code section 162(m), the Administrator may
provide that the granting, vesting, right to exercise or lapse of restrictions associated with an
Award (each, a “performance-based award”) is contingent upon the attainment of one or more
pre-established, objective performance goals based on any, or any combination, of the following
business criteria as it may apply to an individual, a business unit, or the Company: return on
stockholder equity, return on investment, total revenue, earnings before interest and taxes
(“EBIT”), earnings before interest, taxes, depreciation and appreciation (“EBITDA”), profits, stock
price, earnings per share, or cost containment. Performance goals may include minimum, maximum and
target levels of performance, with the size of the performance-based award or the lapse of



 









 







restrictions with respect thereto based on the level attained. The Administrator may, at its sole
discretion, modify the measurement criteria as applied to performance-based awards to offset any
unintended results arising from events not anticipated when the performance goals were established;
provided, that such modifications may be made with respect to an Award granted to any executive
officer of the Company only to the extent permitted by Code section 162(m).



     (c) Stock Options. The Administrator may from time to time grant to eligible participants
Awards of incentive stock options, as that term is defined in Code section 422, or nonqualified
stock options; provided, however, that Awards of incentive stock options shall be limited to
employees of the Corporation or of any current or hereafter existing “parent corporation” or
“subsidiary corporation,” as defined in Code sections 424(e) and (f), respectively, of the
Corporation. No stock option shall be an incentive stock option unless so designated by the
Administrator at the time of grant or in the Grant Agreement evidencing such stock option. All
stock options granted under the Plan must have an exercise price at least equal to Fair Market
Value as of the date of grant and may not have a term longer than five years. Except for
adjustments pursuant to Section 7(c), the exercise price for any outstanding stock option granted
under the Plan may not be decreased after the date of grant nor may any outstanding stock option
granted under the Plan be surrendered to the Corporation as consideration for the grant of a new
stock option with a lower exercise price.



     (d) Stock Awards. The Administrator may from time to time grant restricted stock Awards to
eligible participants in such amounts, on such terms and conditions, and for such consideration,
including no consideration or such minimum consideration as may be required by law, as it shall
determine. A stock Award may be paid in Common Stock, in cash, or in a combination of Common Stock
and cash, as determined in the sole discretion of the Administrator.



     (e) Stock Units. The Administrator may from time to time grant Awards to eligible
participants denominated in stock-equivalent units in such amounts and on such terms and conditions
as it shall determine. Stock units granted to a participant shall be credited to a bookkeeping
reserve account solely for accounting purposes and shall not require a segregation of any of the
Corporation’s assets. An Award of stock units may be settled in Common Stock, in cash, or in a
combination of Common Stock and cash, as determined in the sole discretion of the Administrator.
Shares of Common Stock awarded in connection with an Award of stock units may be issued for such
consideration as may be determined by the Administrator, including for no consideration or such
minimum consideration as may be required by law. Except as otherwise provided in the applicable
Grant Agreement, the grantee shall not have the rights of a stockholder with respect to any shares
of Common Stock represented by a stock unit solely as a result of the grant of a stock unit to the
grantee.



7. Miscellaneous




     (a) Withholding of Taxes. Grantees and holders of Awards shall pay to the Corporation or its
Affiliate, or make provision satisfactory to the Administrator for payment of, any taxes required
to be withheld in respect of Awards under the Plan no later than the date of the event creating the
tax liability. The Corporation or its Affiliate may, to the extent permitted by law, deduct any
such tax obligations from any payment of any kind otherwise due to the grantee or holder of an
Award. Notwithstanding the above, in no event may holders of Awards satisfy such tax liability
through the tender or withholding of shares of Common Stock.



 









 





     (b) Transferability. Except as otherwise determined by the Administrator, and in any event in
the case of an incentive stock option, no Award granted under the Plan shall be transferable by a
grantee otherwise than by will or the laws of descent and distribution. Unless otherwise
determined by the Administrator in accord with the provisions of the immediately preceding
sentence, an Award may be exercised during the lifetime of the grantee, only by the grantee or,
during the period the grantee is under a legal disability, by the grantee’s guardian or legal
representative.



     (c) Adjustments; Business Combinations.




     (i) Upon a stock dividend of, or stock split or reverse stock split affecting, the
Common Stock of the Corporation, (A) the maximum number of shares reserved for issuance or
with respect to which Awards may be granted under the Plan and the maximum number of shares
with respect to which Awards may be granted during any one fiscal year of the Corporation
to any individual, as provided in Section 4 of the Plan, and (B) the number of shares
covered by and the exercise price and other terms of outstanding Awards, shall, without
further action of the Board, be adjusted to reflect such event unless the Board determines,
at the time it approves such stock dividend, stock split or reverse stock split, that no
such adjustment shall be made. The Administrator may make adjustments, in its discretion,
to address the treatment of fractional shares and fractional cents that arise with respect
to outstanding Awards as a result of the stock dividend, stock split or reverse stock
split.




     (ii) In the event of any other changes affecting the Corporation, the capitalization
of the Corporation or the Common Stock of the Corporation by reason of any spin-off,
split-up, dividend, recapitalization, merger, consolidation, business combination or
exchange of shares and the like, the Administrator except as otherwise provided in Section
7(d), in its discretion and without the consent of holders of Awards, may make: (A)
appropriate adjustments to the maximum number and kind of shares reserved for issuance or
with respect to which Awards may be granted under the Plan, in the aggregate and with
respect to any individual, as provided in Section 4 of the Plan, and to the number, kind
and price of shares covered by outstanding Awards; and (B) any other adjustments in
outstanding Awards, including but not limited to reducing the number of shares subject to
Awards or providing or mandating alternative settlement methods such as settlement of the
Awards in cash or in shares of Common Stock or other securities of the Corporation or of
any other entity, or in any other matters which relate to Awards as the Administrator
shall, in its sole discretion, determine to be necessary or appropriate.




     (iii) The Administrator is authorized to make, in its discretion and without the
consent of holders of Awards, adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events affecting the
Corporation, or the financial statements of the Corporation or any Affiliate, or of changes
in applicable laws, regulations, or accounting principles, whenever the Administrator
determines that such adjustments are appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under the
Plan and outstanding Awards.



 









 





     (d) Change in Control. Notwithstanding the provisions of Section 7(c)(ii), in the event of a
Change in Control, all Awards under the Plan are automatically and fully vested and immediately
exercisable or payable in whole or in part. The obligations of the Corporation pursuant to the
Plan and performance with respect to rights of Award holders thereunder shall be assumed by any
participant, successor-in-interest or beneficiary of or interested party in the Change in Control
(collectively, the Change-in-Control Participant), and the Change-in Control Participant shall
cause the Awards to be assumed, or new rights substituted therefor, by another entity.



     (e) Substitution of Awards in Mergers and Acquisitions in which the Corporation or an
Affiliate is the Acquiring Entity. Solely in the event that the Corporation or an Affiliate is an
acquiring entity in a merger, acquisition and other business combination, Awards may be granted
under the Plan from time to time in substitution for Awards held by employees, officers,
consultants or directors of a target entity who become or are about to become employees, officers,
consultants or directors of the Corporation or an Affiliate as the result of a merger or
consolidation of the employing entity with the Corporation or an Affiliate, or the acquisition by
the Corporation or an Affiliate of the assets or stock of the employing entity. The terms and
conditions of any substitute Awards so granted may vary from the terms and conditions set forth
herein to the extent that the Administrator deems appropriate at the time of grant to conform the
substitute Awards to the provisions of the awards for which they are substituted.



     (f) Compensation Committee Report. For each performance year and/or performance period, the
Compensation Committee of the Board shall determine and set forth in writing not later than 90 days
after the commencement of the performance year and/or performance period and in no event later than
the point in time when 25% of the performance period has elapsed or the outcome of the performance
objectives is no longer substantially uncertain: (i) the participants under the Plan who are
granted performance-based awards for the performance period, (ii) the nature and amount (or the the
objective formula for determining the amount) of the performance-based award that will be earned if
specified performance objectives are met, (iii) the applicable performance factors, and (iv) any
other objective terms and conditions that must be satisfied by the participant in order to earn the
performance-based award.



     (g) Termination, Amendment and Modification of the Plan. The Administrator may terminate,
amend or modify the Plan or any portion thereof at any time; provided, however, that the provisions
of Section 6(a) relating to stock option repricing shall not be amended without approval by the
Corporation’s stockholders, and any amendments to the Plan will not (i) materially increase the
benefits accruing to participants under the Plan, (ii) materially increase the aggregate number of
securities that may be issued under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan, without approval by the Corporation’s stockholders.



     (h) Non-Guarantee of Employment or Service. Nothing in the Plan or in any Grant Agreement
thereunder shall confer any right on an individual to continue in the service of the Corporation or
shall interfere in any way with the right of the Corporation to terminate such service at any time
with or without cause or notice. The Corporation expressly reserves the right at any time to
dismiss an Award recipient free from any liability or claim under the Plan, except as expressly
provided in the applicable Grant Agreement.



     (i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the



 









 







Corporation and a grantee or any other person. To the extent that any grantee or other person
acquires a right to receive payments from the Corporation pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Corporation.



     (j) Designated Beneficiaries. Unless otherwise provided in the applicable Grant Agreement,
amounts or certificates due an Award recipient after his or her death under an Award shall be paid
or delivered to the Award recipient’s Designated Beneficiary in accordance with the terms and
conditions of the Award.



     (k) Governing Law. The validity, construction and effect of the Plan, of Grant Agreements
entered into pursuant to the Plan, and of any rules, regulations, determinations or decisions made
by the Administrator relating to the Plan or such Grant Agreements, and the rights of any and all
persons having or claiming to have any interest therein or thereunder, shall be determined
exclusively in accordance with applicable federal laws and the laws of the State of Maryland,
without regard to its conflict of laws principles.



     (l) Effective Date; Termination Date. The Plan is effective as of the date on which the Plan
is approved by the stockholders of the Corporation. The Plan shall be unlimited in duration and,
in the event of Plan termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that no Awards shall be granted under the Plan after the close of
business on February 20, 2015.