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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