THE RYLAND GROUP, INC.
2005 EQUITY INCENTIVE PLAN
Amendment and Restatement
1. Purpose and Types of Awards
The purpose of THE RYLAND GROUP, INC. 2005 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
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% 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.