Exhibit 10.9


 


THE RYLAND GROUP, INC.


2005 EQUITY INCENTIVE PLAN


 


Amendment and Restatement


 


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,


 


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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.


 


                                                Effective
for Awards granted on or after January 1, 2009, “Fair Market
Value” shall mean, with respect to a share of the Corporation’s
Common Stock,  the fair market value
based upon the last sale before or the first sale after the grant, the closing
price on the trading day before or the trading day of the grant, the arithmetic
mean of the high and low prices on the trading day before or the trading day of
the grant, or any other reasonable method using actual transactions in such
stock as reported by such market.


 


                                                (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


 


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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.


 


                                                Notwithstanding
anything in the Plan to the contrary, the Administrator shall not exercise its
power and authority in a manner that would add a feature for the deferral of
compensation to an Award, making such Award subject to Code section 409A, nor
shall the Administrator exercise its power and authority in a manner that would
cause the acceleration of payment in violation of Code section 409A to the
extent any Award granted under this Plan is determined to be subject to Code
section 409A.


 


                                                (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.


 


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                                                (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.  Notwithstanding anything in the Plan or Grant
Agreement to the contrary, all payments of cash shall be made to the Award
holder or the holder’s Designated Beneficiary no later than the date that is two
and one-half months following the end of year during which the Award holder
becomes vested in the Award.


 


                                                (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 


 


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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 


 


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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. 
Notwithstanding anything in the Plan or Grant Agreement to the contrary,
all payments of cash under this Section 6(d) shall be paid no later
than the date that is two and one-half months following the end of year during
which the eligible participant becomes vested in the restricted stock Award.


 


(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.  Notwithstanding anything in the Plan or Grant
Agreement to the contrary, all payments of cash under this Section 6(e) shall
be paid no later than the date that is two and one-half months following the
end of year during which the eligible participant becomes vested in the Award
of stock units.  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 


 


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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 


 


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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 


 


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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 Amendment and Restatement of this Plan is
effective as of the date on which the Plan originally was approved by the
stockholders of the Corporation.  The
Plan, as amended and restated, 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.


 


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