Exhibit 10.27


 


AMENDMENT NO. 1


 


TO


 


SENIOR EXECUTIVE SEVERANCE AGREEMENT.


 


The Ryland Group, Inc. (the “Company”)
and                             
(the “Executive”) wish to amend the Severance Agreement originally dated as of                                       
to comply with the final Regulations issued under Internal Revenue Code section
409A.


 


Accordingly, the Agreement is amended as
follows, effective [enter original effective date of Agreement, if after
1/1/05]:


 


1.                                       Section 1.1
is amended by replacing the phrase “On or before the Executive’s last day of
employment with the Corporation” with the phrase “On the date of the Executive’s
Separation from Service with the Corporation” in both places where it appears.


 


2.             Section 1.2
is amended in its entirety, as follows:


 


“1.2                           Accelerated
Vesting.  All rights, awards and
benefits of the Executive provided pursuant to the TRG Incentive Plan and any
other incentive or bonus plans of the Corporation in which the Executive
participates prior to the Change of Control shall immediately vest in full and
the Executive shall receive a distribution of the amount of these rights,
awards and in accordance with the applicable benefit, document or plan.”


 


3.             Section 1.3
is amended in its entirety, as follows:


 


“1.3                           Insurance
and Other Special Benefits.  The
Executive’s participation in the life, medical, dental, vision, AD&D,
prescription drug, long-term disability and executive medical reimbursement
programs provided to the Executive prior to the Change of Control (collectively,
the “Benefits”) shall be continued or equivalent benefits provided by the
Corporation or any successor corporation or affiliate of such successor
corporation (the “Responsible Corporation”), at the Responsible Corporation’s
expense, for a period of two (2) years from the date of the Executive’s
Separation from Service.  Additionally,
on the date of Separation from Service, the Responsible Corporation shall pay
to the Executive a lump sum cash payment equal to the value of coverage under
the Company’s executive life insurance program, personal health services
allowance and health club benefit program for a period of two years.  Notwithstanding anything herein to the
contrary, in no event shall the aggregate present value of the Benefits and
single lump sum cash payment to be provided under this Section 1.3, as
determined as of the date of the Executive’s Separation from Service in the
discretion of the Responsible Corporation applying reasonable assumptions,
exceed an amount (the “Benefits Threshold”) equal to ninety-nine hundredths
(0.99) times the highest Annual Compensation (as hereinafter defined) for any
of the three (3) calendar


 


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years immediately preceding the date of
Separation from Service.  In the event
that the aggregate present value of the Benefits and single lump sum cash
payment to be provided under this Section 1.3 would, but for the preceding
sentence, exceed the Benefits Threshold, the Benefits and single lump sum cash
payment shall be reduced or forgone to comply with the limitation set forth in
the preceding sentence by first reducing the single lump sum cash payment and
then reducing the Benefits provided.”


 


4.                                       The
first sentence of Section 1.4 is amended by adding the word “reasonable”
before the phrase “expenses incurred in that relocation”.


 


5.             Section 1.5
is amended in its entirety, as follows:


 


“1.5                           Stock
Rights.  All stock options, stock
appreciation rights, stock purchase rights, restricted stock, restricted stock
units, performance shares, performance units, and any similar rights which the
Executive holds shall become fully vested and, to the extent permitted by, or
exempt from, Code section 409A, exercisable on the date of Separation from
Service.”


 


6.                                       The
first sentence of Section 1.6 is amended by adding the word “reasonable”
before the phrase “outplacement services obtained by the Executive”.


 


7.             Section 1.7(iii) is
amended in its entirety, as follows:


 


“(iii)                         A “Separation
from Service” shall take place in the event that the Executive’s employment is
terminated (a) by the Corporation without Cause (as hereinafter defined)
or (b) by the Executive with Good Reason (as hereinafter defined).  The Executive’s employment is terminated as
of the date the Corporation and the Executive reasonably anticipate that no
further services will be performed or that the level of bona fide services the
Executive will perform will permanently decrease to no more than 20% of the
average level of bona fide services performed over the immediately preceding
36-month period (or the full period of services to the Corporation if the
Executive has been providing services to the Corporation for less than 36
months).”


 


8.                                       The
phrase “Termination of Employment” shall be replaced with the phrase “Separation
from Service” in each place where it appears in the Agreement.


 


9.                                       Section 1.8
is amended by adding the following language to the end of that Section:


 


“Any payment under this Section shall be
made to the Executive by the end of the calendar year following the calendar
year in which the Executive remits the related taxes.”


 


10.                                 Section 2.1
is amended by adding the following language to the end of that Section:


 


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“The Executive
shall be entitled to reimbursement of the fees and expenses described under
this Section during the period commencing on the date of Separation from
Service and ending on death.  Any
reimbursement of fees and expenses under this Section shall be made on or
before the last day of the year following the year in which the expense is
incurred.  The amount of fees and
expenses eligible for reimbursement during a year shall not affect the expenses
eligible for reimbursement in any other year.”


 


11.                                 Section 2.2
is amended by adding the following language to the end of that Section:


 


“The Executive shall be entitled to
reimbursement of the fees and expenses described under this Section during
the period commencing on the date of Separation from Service and ending on
death.  Any reimbursement of fees and
expenses under this Section shall be made on or before the last day of the
year following the year in which the expense is incurred.  The amount of fees and expenses eligible for
reimbursement during a year shall not affect the expenses eligible for reimbursement
in any other year.”


 


IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.


 


 


	
  THE RYLAND GROUP, INC.

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  R. Chad Dreier, Chairman

  	
   

  	
  [Executive]

  	
   

  
	
   

  	
  and Chief Executive Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
  Timothy J. Geckle,

  	
   

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  
						



 


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