Exhibit 10.29


 


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 January 1, 2005:


 


1.                                       Section 1.1
is amended in its entirety, as follows:


 


“1.1                           Lump
Sum Cash Payment.  On the date of the
Executive’s Separation from Service with the Corporation or any successor
corporation, the Corporation or any successor corporation will pay the
Executive an amount equal to the Executive’s unpaid, annualized base salary for
the remainder of the year in which the Separation from Service occurs and a pro
rata bonus through the date of Separation from Service.  Also, on the date of the Executive’s
Separation from Service with the Corporation or any successor corporation, the
Corporation or any successor corporation will pay the Executive a lump sum cash
payment equal to two (2) times the highest Annual Compensation (as
hereinafter defined) for any of the three (3) calendar years immediately
preceding the date of Separation from Service. 
For purposes of this Section 1.1, the pro-rata bonus shall be an
amount equal to the highest bonus earned by the Executive within the three (3) calendar
years immediately preceding the date of Separation from Service, pro rated for
the period served during the year in which the Separation from Service
occurs.  Notwithstanding the preceding,
should the payment made to the Executive in accordance with this Section be
determined to be a payment from a nonqualified deferred compensation plan, as
defined by section 409A of the Internal Revenue Code of 1986 as amended (the “Code”)
(e.g., payments for termination for Good Reason), this payments will be made on
the date that is six months after the date of the Executive’s Separation from
Service.”


 


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 this Agreement, the TRG
Incentive Plan, any deferred compensation plans (including the Executive and
Director Deferred Compensation Plan and any successor or replacement plans) and
any incentive, bonus, stock option, equity incentive, restricted stock,
insurance or split dollar insurance program, relocation equity program, or
other benefit 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 benefits
in accordance with the applicable benefit, document or plan.”


 


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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
program outlined in the Executive’s Compensation Program prior to the Change of
Control shall be continued or equivalent benefits provided by the Corporation
or any successor corporation or affiliate of such successor corporation (the “Responsible
Corporation”), at no cost to the Executive, 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 supplemental early
retirement plan, executive life insurance program, personal health services
allowance and health club benefit program for a period of two years.  Notwithstanding the preceding, should the
payment made to the Executive in accordance with this Section be
determined to be a payment from a nonqualified deferred compensation plan, as
defined by section 409A of the Code (e.g., payments for termination for Good
Reason), this payment will be made on the date that is six months after the
date of the Executive’s Separation from Service.”


 


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 1.4
is further amended by adding the following language to the end of that Section:


 


“All reimbursements of relocation expenses
under this Section shall be paid by the last day of the third calendar
year following the year in which the Executive has a Separation from
Service.  All reimbursements of taxes
payable on the reimbursed amounts shall be paid by the last day of the calendar
year following the year in which the Executive remits the related tax payment.”


 


6.                                       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 rights 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.”


 


7.                                       Section 1.6
is amended in its entirety, as follows:


 


1.6                                 Outplacement
Assistance.  The Executive shall be
reimbursed by the Responsible Corporation for the costs of all reasonable
outplacement services obtained by the Executive within the two (2) year
period after the date of the Executive’s Separation from Service provided the
total reimbursement shall be limited to an


 


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amount equal to twenty-five percent (25%) of
the Executive’s Annual Compensation for the calendar year immediately preceding
the date of the Executive’s Separation from Service.  Alternatively, the Executive may elect, by December 31,
2008, to receive a cash payment equal to ten percent (10%) of the Executive’s
Annual Compensation for the calendar year immediately preceding the date of the
Executive’s Separation from Service in lieu of the foregoing reimbursement.


 


All reimbursements of outplacement services
expenses under this Section shall be paid by the last day of the third
calendar year following the year in which the Executive has a Separation from
Service.


 


Any cash payment under this Section shall
be made on (or within 30 days after) the date of Separation from Service.  Notwithstanding the preceding, should the
payment made to the Executive in accordance with this Section (if any) be
determined to be a payment from a nonqualified deferred compensation plan, as
defined by section 409A of the Code (e.g., payments for termination for Good
Reason), this payment will be made on the date that is six months after the
date of the Executive’s Separation from Service.”


 


8.                                       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).”


 


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


 


10.                                 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.”


 


11.                                 Section 2.1
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


 


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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.”


 


12.                                 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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