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Exhibit 10.2
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Non-Qualified Stock Option
Agreement
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pursuant to
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The Ryland Group,
Inc.
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2007 Equity Incentive
Plan
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AGREEMENT,
dated
,
200 , between THE RYLAND GROUP, INC. (the
“Corporation”) and
(the “Optionee”).
WHEREAS, pursuant to The Ryland Group, Inc. 2007 Equity
Incentive Plan (the “Plan”), the Board of Directors
wishes to provide participation in the appreciated equity value of
the Corporation by providing the Optionee with a grant of
non-qualified stock options related to Ryland Common Stock
(“Common Stock”), and thereby increase the
Optionee’s proprietary interest in the success of the
Corporation; and
WHEREAS, the Optionee desires to accept said grant in
accordance with the terms and provisions of the Plan and this
Agreement.
NOW THEREFORE,
in consideration of the premises and
of the mutual covenants and agreements hereinafter set forth, the
Corporation and the Optionee agree as follows:
1. Grant of Option
Subject to the terms and conditions
set forth herein, the Corporation hereby grants to the Optionee
during the period ending at the close of business five years from
the date hereof (the “Option Period”), the option to
purchase (the “Option”) from the Corporation at a price
of
$
per share up to but not exceeding in the aggregate
shares of the Corporation’s Common Stock. THE OPTION
GRANTED UNDER THIS AGREEMENT SHALL NOT BE TREATED AS AN
“INCENTIVE STOCK OPTION” WITHIN THE MEANING OF SECTION
422 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
2. Exercise of
Option
The Option granted in paragraph 1
may be exercised in whole or in part in accordance with the
following vesting schedule.
The aggregate number of shares of
Common Stock optioned by this Agreement shall be divided into three
installments.
The first installment for
shares may be exercised in whole or in part beginning
,
200 .
The second installment for
shares may be exercised in whole or in part beginning
,
200 .
The third installment for
shares may be exercised in whole or in part beginning
,
200 .
In case an installment is not
immediately exercisable, the Board of Directors or the Compensation
Committee of the Board may in its discretion accelerate the time at
which the installment may be exercised. To the extent not
exercised, installments shall accumulate and be exercisable by the
Optionee during the Option Period. Continued accrual of
installments shall cease immediately upon termination of employment
for any reason whatsoever, subject to acceleration by the Board of
Directors or the Compensation Committee.
3. Method of Exercising
Option and Payment of Exercise Price
The Option shall be exercised by
delivery of a written Notice of Exercise stating the number of
shares the Optionee desires to purchase. The form of Notice
of Exercise is attached to this Agreement as Exhibit A.
Notice(s) should be delivered to Valerie Zook, The Ryland Group,
Inc., 24025 Park Sorrento, Suite 400, Calabasas, CA 91302;
Telephone No. (818) 223-7558; Facsimile No. (818)
223-7675.
The Optionee shall pay the exercise
price in the following ways:
(a)
cash payment (by certified check, bank draft or money order payable
to the order of the Corporation);
(b)
if approved by the Corporation, cash payment may be made from the
proceeds of an immediate sale of Common Stock receivable upon the
exercise of the Option; or
(c)
if approved by the Corporation, delivery of Common Stock (including
executed stock powers attached thereto).
The payment of the exercise price
shall be delivered to Valerie Zook together with the Notice of
Exercise.
The Corporation shall, subject to
the receipt of withholding tax, issue to the Optionee the stock
certificate for the number of shares of Common Stock with respect
to which the Option is exercised.
The value of shares of Common Stock
used as payment for the exercise of an Option shall be the closing
price of such shares on the New York Stock Exchange on the date of
exercise of an Option or if no longer listed on such exchange, as
otherwise determined by the Corporation, the Board of Directors or
the Compensation Committee of the Board.
4. Certain Tax
Matters
Optionee
