Exhibit 10.10


 


THE RYLAND GROUP,
INC.


 


2007 EQUITY
INCENTIVE PLAN


 


Amendment and
Restatement


 


1.                      Purpose and
Types of Awards


 


The purpose of THE RYLAND
GROUP, INC. 2007 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 percent 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.


 


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 


 


2













 


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, The
Ryland Group, Inc. 2002 Equity Incentive Plan and the 2005 Equity
Incentive Plan.


 


(o)                 “2005
Equity Incentive Plan” shall mean The Ryland Group, Inc. 2005 Equity Incentive Plan, the
term of which expires on February 20, 2015.


 


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 


 


3













 


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 executive 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 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.


 


(e)                  Indemnification.  To the maximum extent permitted by law and by the
Corporation’s Charter and Bylaws, 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













 


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) 1,800,000 shares of Common
Stock; (ii) 247,001 shares of Common Stock remaining under the 2005 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 the tender of shares for payment of the
exercise price of an option or award shall not make any such surrendered or
tendered shares available for issuance under the Plan; and provided further,
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 600,000 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













 


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 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 pro-rated 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 stockholders’ equity,
return on investment, total revenue, earnings before interest and taxes (“EBIT”),
earnings before interest, taxes, depreciation and amortization (“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 


 


6













 


consideration for the grant of
a new stock option with a lower exercise price.


 


(d)                 Restricted
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 restricted 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 Unit
Awards.  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 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 


 


7

















 


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 


 


8













 


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 percent
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 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 


 


9













 


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, 2017.


 


10