Exhibit 10.31


 


THE RYLAND
GROUP, INC.


TRG
INCENTIVE PLAN


(as amended
and restated, effective January 1, 2005)


 


The Ryland Group, Inc. (the “Company”) has
established the TRG Incentive Plan (the “Plan”) to provide incentive
compensation for those key employees whose efforts may significantly affect the
Company’s earnings and performance. The Plan provides for the payment of cash
awards as well as the issuance of Common Stock of the Company and the crediting
of Stock Units as awards under The Ryland Group, Inc. 2002 Equity
Incentive Plan, the terms of which are incorporated herein by reference for all
relevant purposes.  The
Plan is being amended and restated effective January 1, 2005 to comply
with the requirements of section 409A of the Code, as added by the American
Jobs Creation Act of 2004, and the Treasury regulations or any other
authoritative guidance issued thereunder.


 


1.      Definitions


 


The terms below shall have
the following meanings:


 


(a)     
“Board” shall mean the Board of
Directors of the Company.


 


(b)      “Cash Account” shall mean an account
established for each Participant to be credited with the cash portion of
Performance Awards. The Cash Account shall consist of separate sub-accounts for
amounts credited, if any, with respect to each Performance Year.


 


(c)     
“Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time and any successor to such
Code.


 


(d)      “Committee” shall mean the Compensation
Committee of the Board or a subcommittee of the Compensation Committee composed
of two or more “outside directors” as defined in Code Section 162(m) and
the regulations thereunder.


 


(e)     
“Common Stock” shall mean shares
of Common Stock of the Company.


 


(f)      “Common Stock Account” shall mean an
account established for each Participant to be credited with the Stock Unit
portion, if any, of Performance Awards. The Common Stock Account shall consist
of separate sub-accounts for Stock Units credited, if any, with respect to each
Performance Year.


 


(g)      “Company” shall mean The Ryland Group, Inc.,
its subsidiaries, partnerships and other related entities and affiliates,
except where the context applies solely to The Ryland Group, Inc. as
determined by the Committee.


 


(h)     
“Disability” shall mean a period during
which a Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits for
a period of not less than three (3) months under an accident and health
plan covering employees of the Employer, or (iii) is determined to be
totally disabled by the Social Security Administration.


 


(i)     
“Employee” shall mean any person
employed by the Company.


 


(j)      “Fair Market Value” shall mean a price or
value for the Common Stock of the Company, as determined by the Committee to be
the fair market value of the Common Stock, which can be the opening, closing or
other quoted price on the New York Stock Exchange or other exchange on which
the Common 


 













 


Stock
is traded or the first, last or other reported sales price if quoted on the
NASDAQ National Market System or other over-the-counter market.


 


(k)      
“Participant” shall mean an
Employee selected to participate in the Plan pursuant to Section 2.


 


(l)      
“Performance Award” shall mean
the amount of any award to a Participant based on the Company’s achievement of
the Performance Goal(s) for a Performance Period.


 


(m)       “Performance Goal” shall mean the
performance target selected by the Committee to determine the amount of any
Performance Award under the Plan.


 


(n)       “Performance Period” shall mean the period
as established pursuant to Section 4 over which the Performance Goal(s) are
measured for the purpose of determining the extent to which a Performance Award
is earned.


 


(o)       “Performance Year” shall mean the final
fiscal year of the Company of the Performance Period over which Performance
Goals are measured for the purpose of determining the extent to which a
Performance Award is earned.


 


(p)      
“Separation from Service” shall mean
the Participant’s “separation
from service” within the meaning of Code section 409A, treating as a Separation
from Service an anticipated permanent reduction in the level of bona fide
services to be performed by the Participant to 20% or less of the average level
of bona fide services performed by the Participant over the immediately
preceding 36 month period (or the full period during which the Participant
performed services for the Employer, if that is less than 36 months).


 


(q)      
“Stock Unit” shall mean a unit
representing one share of Common Stock.


 


(r)       “Vested Deferred Award” shall mean the
portion of any Deferred Award which is vested pursuant to the Plan, but which
has not been paid to the Participant.


 


2.      
Participants


 


The Committee periodically
determines those Employees who are eligible and selected to participate in the
Plan.


 


3.      
Administration


 


The Plan is administered by the Committee. The
Committee shall establish the Performance Goal(s) for each Performance
Period, review the Company’s actual performance results to assess the extent to
which Performance Goal(s) have been met and Performance Awards have been
earned, approve Performance Awards and make any other determinations,
interpretations or decisions required in connection with the Plan. The
Committee shall have the authority to amend, modify and interpret the Plan and
make all determinations relating to the Plan and the Participants. Decisions of
the Committee on all matters relating to the Plan are conclusive and binding on
all parties, including the Company and the Participants. No member of the
Committee is liable for any act done or determination made in good faith in
administering, construing or interpreting the Plan.


 


4.      
Performance
Awards


 


(a)      Establishment of
Performance Awards. For each Performance Year and/or Performance Period, the
Committee shall determine and set forth in writing not later than 90 days after
the commencement of the Performance Year:


 


          
(i)       the Participants;


 













 


          
(ii)      the target amount of and formula for
determining Performance Awards;


 


          
(iii)     the Performance Goal or Goals for determining
Performance Awards;


 


          
(iv)     whether the Performance Awards will be paid in
cash, Common Stock or Stock Units; and


 


          
(v)      any other terms relating to Performance
Awards under the Plan.


 


          
The Performance Goal or Goals shall be based upon the average return on
stockholders’ equity of the Company as set forth in the audited financial
statements for the Performance Year and the two fiscal years prior to the
Performance Year. The maximum Performance Award that may be earned by any
Participant for any Performance Year is $6,000,000. The Committee may reduce or
eliminate Performance Awards for any reason in its sole discretion, but may not
increase the amount of a Performance Award payable to any Participant for a
given Performance Period after the Performance Goal for that period has been
established.


 


(b)     
Determination, Payment and Crediting of Performance Awards.


 


          
(i)       Within 90 days after the end of each
Performance Year, the Committee shall determine and set forth in writing the
amount of any Performance Award earned by a Participant or group of
Participants.


 


          
(ii)      One-third of each Performance Award (the “Initial
Payment”) shall vest as of December 31 of the related Performance Year and
shall be payable within 90 days thereafter, but not earlier than the Committee’s
determination that such award was earned. As determined by the Committee,
either all or one-half of the Initial Payment shall be paid in cash and either
none or one-half shall be paid in a whole number of shares of Common Stock
determined by dividing one-half of the Initial Payment by the Fair Market Value
of the Common Stock on the first trading day of the Company’s first fiscal year
following the related Performance Year, provided that if a fractional number of
shares results, cash shall be paid in lieu of any fractional share.


 


          
(iii)     The remaining two-thirds of each Performance
Award (the “Deferred Award”) shall be credited to the Participant’s Cash
Account or, if applicable, to the Participant’s Common Stock Account, effective
as of January 1 of the Company’s first fiscal year following the related
Performance Year. As determined by the Committee, either all or one-half of the
Deferred Award shall be credited to the Participant’s Cash Account and either
none or one-half of the Deferred Award shall be credited in the form of Stock
Units to the Participant’s Common Stock Account. For the purposes of the
foregoing, the number of Stock Units, if any, to be credited to the Participant’s
Common Stock Account shall be equal to one-half of the Deferred Award earned
divided by the Fair Market Value of the Common Stock on the first trading day
of the Company’s first fiscal year following the related Performance Year. If a
fractional number of shares results from the calculation of the Stock Units
credited to a Common Stock Account, cash will be credited to the Participant’s
Cash Account in lieu of any fractional shares.


 


          
(iv)     No Performance Award(s) shall be earned or
credited for any Performance Year during which a Participant terminates
employment prior to December 31.


 


(c)      Rights in Respect
of Stock Units. Stock Units shall not represent an actual ownership interest in
Common Stock and the Participant shall have no voting or other rights as a
stockholder in respect of Stock Units including, except as provided in the next
sentence, any right to payment on account of dividends or distributions in
respect of the Common Stock represented thereby. With respect to the total
amount of any cash dividends paid annually in respect of the Company’s Common
Stock, Participants are entitled to receive an annual cash payment in an amount
equal to the annual cumulative total of dividends declared and paid for any
particular calendar year (the “Dividend Determination Year”), to the extent of
any dividends not previously paid to or received by a Participant, which the
Participant would have 


 













 


received
if the Stock Units credited to the Participant’s Common Stock Account actually
had represented shares of Common Stock as of the record date (this payment is
referred to as the “Annual Payment”). The right to this Annual Payment applies
to the cumulative annual amount of cash dividends paid on account of the Common
Stock on any record date on or after the end of a Performance Year related to
the Stock Units credited to the Participant’s Common Stock Account, to the
extent of any dividends not previously paid to or received by a Participant.
The Annual Payment shall be determined and paid within 45 days of the later of October 15th
or the third quarter record date for a quarterly cash dividend payable during
the Company’s fiscal year for any applicable Dividend Determination Year.  A Participant must be employed on the date each
Annual Payment is made to be entitled to payment.


 


(d)      Earnings on Cash
Account. Earnings can be credited to a Participant’s Cash Account on a basis,
in a manner, and at the rate established from time to time by the Committee
that is reasonable under Section 162(m) of the Internal Revenue Code.  Any earnings that are credited to a
Participant’s Cash Account shall be paid at the time and in the manner the
Vested Deferred Award to which such earnings are attributable is paid.


 


5.    
Vesting and
Payment of Deferred Awards


 


(a)     
Vesting of Deferred Awards.


 


          
(i)       The Deferred Award for a Performance
Year will vest in two equal installments on December 31of each of the
Company’s first and second fiscal years following the related Performance Year
(the “Vesting Date”) provided the Participant is employed by the Company on the
Vesting Date.


 


          
(ii)      Notwithstanding Section 5(a)(i), upon
the death, Disability or retirement (as defined by the Company, in its discretion)
of a Participant, all amounts of Deferred Awards shall become fully vested.


 


          
(iii)     Upon a Participant’s voluntary termination of
employment with the Company, all Vested Deferred Awards shall be paid to the
Participant in accordance with the terms of this Plan and any Deferred Awards
which have not vested as of the effective date of the Participant’s voluntary
termination of employment shall be forfeited.


 


          
(iv)     Upon a Participant’s involuntary termination of
employment by the Company without cause, all Vested Deferred Awards shall be
paid to the Participant in accordance with the terms of this Plan and any
Deferred Awards which have not vested as of the effective date of the
Participant’s involuntary termination of employment shall be forfeited.


 


          
(v)      Upon a Participant’s termination of
employment by the Company “for cause,” the Participant forfeits all Performance
Awards, all Initial Payments that have not been paid, and all unvested and
Vested Deferred Awards credited to the Participant’s Cash or Common Stock
Accounts. A termination “for cause” is a termination pursuant to a finding or
determination by the Company of theft, fraud, embezzlement or any act which is
detrimental or damaging to the business, operation or reputation of the
Company.


 


(b)      Payment of Vested
Deferred Awards.


 


Vested Deferred Awards shall be paid on the earliest
of the following events:


 


(i)    On the December 31 of the Company’s first
fiscal year following the related Performance Year (or within 90 days
thereafter), one-half of the Deferred Award (i.e., one-third of the total
Performance Award) for a Performance Year, to the extent vested, shall be paid
to the Participant.


 


(ii)   On the December 31 of the second fiscal
year following the related Performance Year (or within 90 days thereafter), one-half
of the Deferred Award (i.e., one-third of the total Performance Award) for a
Performance Year, to the extent vested, shall be paid to the Participant.


 













 


(iii)   Upon
the Participant’s Disability or death (or within 90 days thereafter), the Participant’s
entire Vested Deferred Award shall be paid in a lump sum to the Participant
(or, in the case of death, to the Participant’s beneficiary).


 


(iv)   Upon the Participant’s Separation from Service,
the Participant’s entire Vested Deferred Award (to the extent the Vested
Deferred Award is not forfeited pursuant to Section 5(a)(iii), (iv), or
(v)) shall be paid in a lump sum to the Participant on the date that is six
months following the date of Separation from Service (or within 30 days
thereafter).


 


(v)   Payments
shall be made in cash to the extent the Vested Deferred Award is credited to a
Participant’s Cash Account and in a number of shares of Common Stock equal to
the Stock Units to the extent the Vested Deferred Award is credited to the
Participant’s Common Stock Account. The Stock Units credited to a Participant’s
Common Stock Account in connection with a Vested Deferred Award can be
converted to and paid in cash, if determined by the Committee, in the amount of
the closing Fair Market Value of the shares of Common Stock related to the
Stock Units converted and paid in cash on the first trading day of the Company’s
fiscal year in which the conversion or cash payment is made.


 


6.     
Dilution and
Other Adjustments


 


The Committee can, in its sole discretion, require
an adjustment in the Common Stock Accounts held by Participants in the event of
any change in the outstanding shares of Common Stock by reason of any stock
dividend or stock split, recapitalization, reclassification, merger, share
exchange, consolidation, combination or exchange of shares or other similar
change.


 


7.     
Change of
Control


 


(a)      For purposes of
this Plan, a Change of Control shall mean the first to occur of any of the
following events:


 


(i)  The acquisition by any person other than the Company, or more
than one person acting as a group, together with stock held by such person or
group, of beneficial ownership of more than 50% of the total fair market value
or total voting power of the Company’s then outstanding voting securities;


 


(ii)  Any one person or more than one person acting as a group
acquires, or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or group, beneficial ownership of 35% or
more of the total voting power of the Company’s then outstanding voting
securities;


 


(iii)  A majority of the members of the Company’s Board is
replaced during any 12-month period by directors whose appointment or election
is not endorsed or approved by a majority of the members of the Board who were
members of the Board prior to the initiation of the replacement; or


 


(iv)  Any one person or more than one person acting as a group
acquires, or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or group, assets of the Company that
have a total gross fair market value of 40% or more of the total gross fair
market value of all of the assets of the Company immediately prior to the
initiation of the acquisition.


 


(b)      Upon the
occurrence of a Change of Control, all Deferred Awards shall immediately vest
and be paid to Participants within 30 days of the date on which the Change of
Control occurs.


 


8.     
Miscellaneous


 


(a)      Tax Withholding.  The Company shall
have the right to deduct from any payments made or benefits accrued under the
Plan, any Federal, state, or local taxes required by law to be withheld. In the
case of awards paid in Common Stock, a Participant may elect to have any
portion of any withholding taxes


 













 


payable
in respect of a distribution of Common Stock satisfied through the retention by
the Company of shares of Common Stock having a Fair Market Value on the date of
withholding equal to the withholding amount, subject to compliance with any
requirements of applicable law and subject to such other restrictions as the
Company may impose.


 


(b)      Employment Rights.  Neither the Plan
nor any action taken hereunder shall be construed as giving an Employee or
Participant any right to be retained in the employ of the Company nor shall any
action taken hereunder be construed as entitling the Company to the services of
any Employee or Participant for any period of time.


 


(c)      Beneficiaries.  Each Participant
shall have the right, at any time, to designate a beneficiary or beneficiaries
(both primary and contingent) to whom payments under this Plan shall be made if
the Participant dies and amounts under this Plan are payable following the
Participant’s death. Any beneficiary designation shall be made in writing and
filed with the Company and shall become effective only when received and
accepted by the Company.


 


          
A Participant may change his beneficiary designation by filing a new
designation with the Company. The filing of a new beneficiary designation will
cancel any and all beneficiary designations previously filed.


 


          
If a Participant fails to designate a beneficiary, or if all designated
beneficiaries predecease the Participant or die prior to complete distribution
of the Participant’s benefits, the payments under this Plan shall be made to
the Participant’s Estate.


 


(d)      Nontransferability.  A person’s
rights and interest under this Plan, including amounts payable, shall be solely
the rights of a general unsecured creditor of the Company and such rights may
not be assigned, pledged or transferred except to a designated beneficiary as
provided above.


 


(e)      Governing Law.  All matters relating
to the Plan or to any Performance Awards granted under the Plan shall be
governed by the laws of the State of Maryland.


 


(f)       Shareholder Approval.  The Plan, as
amended and restated herein, shall be submitted to the Company’s stockholders
for approval in accordance with Code Section 162(m). After the Plan is
approved by the Company’s stockholders, this Plan may not be amended or changed
without stockholder approval if the amendment or change would limit the
deductibility of Performance Awards paid or distributed pursuant to the Plan
under Code Section 162(m).


 


9.                      Amendments


 


Subject to Section 8(f) above, the
Committee may, in its sole and absolute discretion, amend, suspend or terminate
the Plan or any portion of the Plan at any time. The Committee may also, at any
time, in their sole and absolute discretion, amend, revise or modify the terms
of a Participant’s Performance Award(s) or any terms or conditions related
to a Participant’s Performance Award(s), including the terms and conditions
related to the vesting of Performance Award(s), Initial Payment(s) and any
Deferred Awards, notwithstanding anything in this Plan or in any Performance
Award to the contrary.


 


10.      Aggregation of Employers


 


If the Company is a member
of a controlled group of corporations or a group of trades or business under
common control (as described in Code section 414(b) or (c), but
substituting a 50% ownership level for the 80% level set forth in those Code
Sections), all members of the group shall be treated as a single employer for
purposes of whether there has occurred a Separation from Service and for any
other purposes under the Plan as Code section 409A shall require.


 













 


11.      Aggregation of Plans.


 


If the Company offers other
non-elective account balance deferred compensation plans in addition to this
Plan, those plans together with this Plan shall be treated as a single plan to
the extent required under Code section 409A.