printer-friendly

Sample Business Contracts

Employment Agreement - Countrywide Credit Industries Inc. and Stanford L. Kurland

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                          KURLAND EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of March 1, 1999 by and between Countrywide Credit Industries,  Inc., a Delaware
corporation ("Employer"), and Stanford L. Kurland ("Officer").

                              W I T N E S S E T H:

         WHEREAS,  Officer  currently  holds  the  offices  of  Senior  Managing
Director  and Chief  Operating  Officer of  Employer,  and  President  and Chief
Executive Officer of Countrywide Home Loans, Inc. ("Home Loans"), a wholly-owned
subsidiary of Employer; and

         WHEREAS,  Employer desires to obtain the benefit of continued  services
of Officer and Officer  desires to continue to render  services to Employer  and
its subsidiaries, including Home Loans; and

         WHEREAS,   the  Board  of  Directors  of  Employer  (the  "Board")  has
determined that it is in Employer's  best interest and that of its  stockholders
to recognize the substantial  contribution that Officer has made and is expected
to continue to make to the Employer's business and to retain his services in the
future; and

         WHEREAS,  Employer  and  Officer  desire  to set  forth  the  terms and
conditions of Officer's employment with Employer under this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:

         1. Term.  Employer agrees to employ Officer and Officer agrees to serve
Employer,  in  accordance  with the terms  hereof,  for a term  beginning on the
Effective  Date (as defined in Section  8(c)  hereof) and ending on February 28,
2002, unless earlier terminated in accordance with the provisions hereof.

         2. Specific Position; Duties and Responsibilities. Employer and Officer
hereby agree that,  subject to the provisions of this  Agreement,  Employer will
employ Officer and Officer will serve Employer as Senior  Managing  Director and
Chief Operating Officer of Employer and as President and Chief Executive Officer
of Home Loans.  Employer  agrees that Officer's  duties  hereunder  shall be the
usual  and  customary  duties of such  offices  or such  other  duties as may be
designated  from  time to time by the  Board  consistent  with his  status as an
executive  officer of  Employer;  any such duties shall be  consistent  with the
provisions of the charter documents of Employer or applicable law. Officer shall
have such  executive  power and  authority  as shall  reasonably  be required to
enable  him to  discharge  his  duties in the  offices  which he may  hold.  All
compensation  paid to Officer by  Employer or any of its  subsidiaries  shall be
aggregated in determining whether Officer has received the benefits provided for
herein.

         3. Scope of this Agreement and Outside Affiliations. During the term of
this Agreement,  Officer shall devote his full business time and energy,  except
as expressly provided below, to the business,  affairs and interests of Employer
and its  subsidiaries,  and  matters  related  thereto,  and  shall use his best
efforts and  abilities  to promote its  interests.  Officer  agrees that he will
diligently  endeavor to promote the business,  affairs and interests of Employer
and its  subsidiaries and perform services  contemplated  hereby,  in accordance
with the policies  established by the Board,  which policies shall be consistent
with this Agreement.  Officer agrees to serve without additional remuneration as
an officer of one or more (direct or indirect)  subsidiaries  of Employer as the
Board may from time to time request, subject to appropriate authorization by the
subsidiary or  subsidiaries  involved and any limitation  under  applicable law.
Officer's  failure to discharge an order or perform a function  because  Officer
reasonably  and in good faith believes such would violate a law or regulation or
be dishonest  shall not be deemed a breach by him of his  obligations  or duties
pursuant  to  any  of  the  provisions  of  this  Agreement,  including  without
limitation pursuant to Section 5(c) hereof.

         During  the  course of  Officer's  employment  as a  full-time  officer
hereunder,  Officer  shall not,  without  the  consent  of the  Board,  compete,
directly or  indirectly,  with  Employer in the  businesses  then  conducted  by
Employer or any of its subsidiaries.

         Officer  may  serve  as a  director  or in any  other  capacity  of any
business  enterprise,  including an enterprise  whose  activities may involve or
relate to the  business of  Employer,  provided  that such  service is expressly
approved by the Board. Officer may make and manage personal business investments
of his  choice  and  serve  in any  capacity  with  any  civic,  educational  or
charitable  organization,  or any  governmental  entity  or  trade  association,
without seeking or obtaining approval by the Board, provided such activities and
services do not  materially  interfere or conflict with the  performance  of his
duties hereunder.

         4.    Compensation and Benefits.

                  (a) Base Salary.  Employer  shall pay to Officer a base salary
after the Effective Date at the annual rate of $744,187.50  (the "Annual Rate").
In respect of the Fiscal Years ending in 2000,  2001 and 2002, the  Compensation
Committee  of the Board (the  "Compensation  Committee")  shall,  based upon the
recommendation  of Angelo R.  Mozilo  (or,  if he is no  longer  an  officer  of
Employer, the Chairman of Employer), increase the Annual Rate by no less than 5%
and no greater than 10% each year.  Any such  increase  shall be  effective  not
later than June 1 of the fiscal year in which the increase is granted.

                  (b) Incentive Compensation.  Employer shall pay to Officer for
each of the Fiscal Years ending  during the term of this  Agreement an incentive
compensation award in an amount determined  pursuant to the terms and conditions
of the Countrywide  Credit  Industries,  Inc. Annual Incentive Plan (the "Annual
Incentive Plan") and set out in the Incentive Matrix attached hereto as Appendix
B; provided, however, that the effectiveness of the incentive compensation award
for the final Fiscal Year ending during the term of this Agreement is subject to
the approval by Employer's  stockholders of an annual  incentive plan containing
substantially the terms of the Annual Incentive Plan on or before the Employer's
2001 Annual  Meeting of  Stockholders  in accordance  with Section 162(m) of the
Internal  Revenue  Code of 1986,  as amended  (the  "Code") and the  regulations
promulgated thereunder.

                  (c) Stock  Options.  Employer  shall  grant to  Officer  stock
options in respect of each of the Fiscal  Years  ending  during the term of this
Agreement  for  such  number  of  shares  of  Employer's  common  stock  as  the
Compensation  Committee in its sole discretion  determines,  taking into account
Officer's  and  Employer's  performance  in each of such  Fiscal  Years  and the
competitive  practices then prevailing  regarding the granting of stock options;
provided,  however,  that the number of shares in respect of each  annual  stock
option  grant shall be no less than  100,000 and no greater  than  250,000.  The
numbers  100,000  and  250,000  in the  preceding  sentence  shall  be  adjusted
proportionately  in the event  Employer  (A)  declares a stock  dividend  on its
common stock,  (B) subdivides  its  outstanding  common stock,  (C) combines the
outstanding  shares of its capital stock into a smaller  number of common stock,
or (D) issues  any  shares of its  capital  stock in a  reclassification  of the
common  stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or  merger  in which  Employer  is the  continuing  or  surviving
corporation).  The stock options  described in this Section 4(c) in respect of a
Fiscal Year shall be granted at the same time as Employer  grants stock  options
to its other senior  executives  in respect of such Fiscal Year (but in no event
later than June 30 following the end of such Fiscal Year).

                           All stock options granted in accordance with this
Section 4(c):  (i) shall be granted pursuant to the Countrywide  Credit
 Industries,  Inc.  1993 Stock Option Plan,  as amended (the "1993  Plan"),
or such other stock  option plan or plans as may be or come into
effect during the term of this  Agreement,  (ii) shall have a per share exercise
price equal to the fair market  value (as defined in the 1993 Plan or such other
plan or plans) of the  common  stock at the time of grant,  (iii)  shall  become
exercisable in three equal installments on each of the first three anniversaries
of the date of  grant  and  (iv)  shall  be  subject  to such  other  terms  and
conditions as may be determined by the  Compensation  Committee and set forth in
the agreement  evidencing the award.  The stock options granted pursuant to this
Section shall consist of incentive stock options to the extent  permitted by law
or regulation.

                  (d) Additional Benefits. Officer shall also be entitled to all
rights and  benefits for which he is  otherwise  eligible  under any bonus plan,
stock  purchase  plan,  participation  or  extra  compensation  plan,  executive
compensation plan, pension plan, profit-sharing plan, life and medical insurance
policy,  or other plans or  benefits,  which  Employer or its  subsidiaries  may
provide for him, or provided he is eligible to participate  therein,  for senior
officers generally or for employees generally, during the term of this Agreement
(collectively,  "Additional  Benefits").  This  Agreement  shall not  affect the
provision of any other compensation, retirement or other benefit program or plan
of Employer.

                  (e)  Continuation  of  Benefits.  If Officer's  employment  is
terminated  hereunder  pursuant to Section 5(a),  5(b) or 5(d),  Employer  shall
continue  for the period  specified  in  Section  5(a),  5(b) or 5(d)  hereof to
provide  benefits  substantially  equivalent to Additional  Benefits (other than
qualified  pension or profit  sharing plan benefits and option,  equity or stock
appreciation  or other  incentive  plan benefits as  distinguished  from health,
disability  and  welfare  type  benefits)  to  Officer  and his  dependents  and
beneficiaries  which were being provided to them immediately  prior to Officer's
Termination  Date,  but only to the  extent  that  Officer  is not  entitled  to
comparable benefits from other employment.

                  (f)  Deferral  of  Amounts  Payable  Hereunder.  In the  event
Officer  should  desire to defer  receipt of any cash payments to which he would
otherwise be entitled  hereunder,  he may present such a written  request to the
Compensation Committee which, in its sole discretion,  may enter into a separate
deferred compensation agreement with Officer.

         5.  Termination.  The compensation and benefits provided for herein and
the employment of Officer by Employer  shall be terminated  only as provided for
below in this Section 5:

                  (a) Disability.  In the event that Officer shall fail, because
of illness, injury or similar incapacity ("Disability"),  to render for four (4)
consecutive  calendar months, or for shorter periods  aggregating eighty (80) or
more  business days in any twelve (12) month period,  services  contemplated  by
this Agreement,  Officer's full-time employment hereunder may be terminated,  by
written Notice of Termination from Employer to Officer; and thereafter, Employer
shall  continue,  from the  Termination  Date until Officer's death or the fifth
anniversary  of such notice,  whichever  first occurs (the  "Disability  Payment
Period"),  (i) to pay  compensation to Officer,  in the same manner as in effect
immediately  prior to the  Termination  Date,  in an  amount  equal to (1) fifty
percent (50%) of the then existing base salary payable  immediately prior to the
termination, minus (2) the amount of any cash payments to him under the terms of
Employer's  disability insurance or other disability benefit plans or Employer's
tax-qualified  Defined Benefit Pension Plan, and any compensation he may receive
pursuant  to any other  employment,  and (ii) to provide  during the  Disability
Payment Period the benefits specified in Section 4(e) hereof.

                  The  determination  of Disability  shall be made only after 30
days notice to Officer and only if Officer has not  returned to  performance  of
his duties during such 30-day  period.  In order to determine  Disability,  both
Employer and Officer shall have the right to provide medical evidence to support
their respective  positions,  with the ultimate decision regarding Disability to
be made by a majority of Employer's disinterested directors.

                  (b) Death. In the event that Officer shall die during the term
of this  Agreement,  Employer  shall pay  Officer's  base salary for a period of
twelve  (12)  months  following  the date of  Officer's  death and in the manner
otherwise  payable  hereunder,  to such person or persons as Officer  shall have
directed  in writing  or, in the  absence of a  designation,  to his estate (the
"Beneficiary").  Employer  shall also  provide  during the  twelve-month  period
following the date of the Officer's death the benefits specified in Section 4(e)
hereof. If Officer's death occurs while he is receiving  payments for Disability
under Section 5(a)(i) above, such payments shall cease and the Beneficiary shall
be entitled to the payments and benefits under this  Subsection (b), which shall
continue  for a  period  of  twelve  months  thereafter  at  the  full  rate  of
compensation in effect  immediately  prior to the Disability.  This Agreement in
all other respects will terminate upon the death of Officer; provided,  however,
that the termination of the Agreement shall not affect Officer's  entitlement to
all other benefits in which he has become vested or which are otherwise  payable
in respect of periods ending prior to its termination.

                  (c) Cause.  Employer may terminate Officer's  employment under
this  Agreement for "Cause." A termination  for Cause is a termination by reason
of (i) a material breach of this Agreement by Officer (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith or
without  reasonable belief that such breach is in the best interests of Employer
and which is not remedied  within a reasonable  period of time after  receipt of
written  notice  from  Employer   specifying  such  breach,  or  (ii)  Officer's
conviction by a court of competent  jurisdiction of a felony,  or (iii) entry of
an  order  duly  issued  by  any  federal  or  state  regulatory  agency  having
jurisdiction  in the matter  removing  Officer  from  office of  Employer or its
subsidiaries or permanently prohibiting him from participating in the conduct of
the  affairs  of  Employer  or any of its  subsidiaries.  If  Officer  shall  be
convicted  of a felony  or shall  be  removed  from  office  and/or  temporarily
prohibited  from  participating  in  the  conduct  of  Employer's  or any of its
subsidiaries'  affairs  by any  federal  or state  regulatory  authority  having
jurisdiction in the matter, Employer's obligations under Sections 4(a), 4(b) and
4(c) hereof shall be automatically  suspended;  provided,  however,  that if the
charges  resulting in such removal or prohibition are finally  dismissed or if a
final  judgment on the merits of such charges is issued in favor of Officer,  or
if the  conviction is overturned on appeal,  then Officer shall be reinstated in
full with back pay for the removal period plus accrued interest at the rate then
payable on  judgments.  During  the period  that  Employer's  obligations  under
Sections 4(a), 4(b) and 4(c) hereof are suspended,  Officer shall continue to be
entitled to receive Additional  Benefits under Section 4(d) until the conviction
of the felony or removal from office has become final and  non-appealable.  When
the  conviction  of the felony or  removal  from  office  has  become  final and
non-appealable,   all  of  Employer's  obligations  hereunder  shall  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(c) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (d) Severance.  (i) Except as provided in Section 5(d)(ii), if
during the term of this Agreement  Officer's  employment  shall be terminated by
Employer  other than for Cause,  then (A) until  February 28, 2002 or the second
anniversary  of  the  Termination  Date,  whichever  is  later  (the  "Severance
Period"),  Employer shall (1) continue to pay Officer his annual base salary, at
the rate in  effect  on the  Termination  Date,  and (2)  provide  the  benefits
specified  in Section 4(e) hereof,  (B) Employer  shall pay Officer,  within ten
(10) days after the end of each Fiscal Year ending during the Severance  Period,
an  amount  equal to the  incentive  compensation  paid or  payable  to  Officer
pursuant to Section 4(b) in respect of the Fiscal Year immediately preceding the
Fiscal Year in which Officer's  Termination Date occurs (the "Bonus Rate") (such
amount to be pro-rated for any Fiscal Year ending  during the  Severance  Period
that is less than 12 months); provided, however, that in the event the Severance
Period ends on a date prior to the end of a Fiscal Year, Employer shall also pay
Officer  an  amount  equal  to the  product  of (1) the  Bonus  Rate and (2) the
fraction  obtained by dividing (x) the number of days  elapsed  since the end of
the immediately preceding Fiscal Year through the end of the Severance Period by
(y) 365, and (C) all stock options held by Officer on the Termination Date shall
become immediately and fully exercisable.

                           (ii) If after a "Change in  Control"  (as  defined in
Appendix A to this Agreement) and during the term of
this Agreement  Officer's  employment shall be terminated by Employer other than
for Cause or by Officer for Good Reason,  then (A) Employer shall pay Officer in
a single payment as soon as practicable after the Termination Date, as severance
pay and in lieu of any further  salary and  incentive  compensation  for periods
subsequent to the  Termination  Date, an amount in cash equal to three times the
sum of (1)  Officer's  annual  base salary at the  Termination  Date and (2) the
incentive  compensation  paid or payable to Officer  pursuant to Section 4(b) in
respect of the  Fiscal  Year  immediately  preceding  the  Fiscal  Year in which
Officer's  Termination  Date occurs,  (B) Employer shall continue to provide for
three years from the  Termination  Date the  benefits  specified in Section 4(e)
hereof and (C) all stock options held by Officer on the  Termination  Date shall
become immediately and fully exercisable.  For purposes of this Agreement, "Good
Reason" shall be deemed to occur if Employer (x) breaches this  Agreement in any
material  respect or (y) takes any other action which results in the  diminution
in  Officer's  status,  title,  position  and  responsibilities  other  than  an
insubstantial  action not taken in bad faith and which is  remedied  by Employer
promptly after receipt of notice by Officer.

                           Notwithstanding anything in this Agreement to the
contrary, in the event it shall be determined that any payment or  distribution
by Employer or any other person or entity to or for the
benefit of Officer  (within  the  meaning  of Section  280G(b)(2)  of the Code),
whether paid or payable or distributed or distributable pursuant to the terms of
this  Agreement  or  otherwise  in  connection  with,  or  arising  out of,  his
employment  with  Employer  or a change in  ownership  or  effective  control of
Employer or a substantial portion of its assets (a "Payment"),  would be subject
to the excise tax imposed by Section  4999 of the Code (the "Excise  Tax"),  the
Payments  shall be reduced  (but not below  zero) if and to the extent that such
reduction  would result in Officer  retaining a larger  amount,  on an after-tax
basis  (taking  into  account  federal,  state  and local  income  taxes and the
imposition of the Excise Tax), than if Officer received all of the Payments.  If
the application of the preceding sentence should require a reduction in Payments
or other "parachute  payments" (within the meaning of Section 280G of the Code),
unless  Officer  shall  have  designated  otherwise,  such  reduction  shall  be
implemented,  first, by reducing any non-cash  benefits to the extent  necessary
and,  second,  by reducing any cash  benefits to the extent  necessary.  In each
case,  the  reductions  shall be made starting with the payment or benefit to be
made on the latest date following the Termination Date and reducing  payments or
benefits in reverse chronological order therefrom. All determinations concerning
the application of this paragraph shall be made by a nationally  recognized firm
of independent  accountants,  selected by Officer and  satisfactory to Employer,
whose determination shall be conclusive and binding on all parties. The fees and
expenses of such accountants shall be borne by Employer.

                  (e)  Resignation.  Except  as  provided  in  Section  5(d)(ii)
hereof, if during the term of this Agreement,  Officer shall resign voluntarily,
all of his rights to payment or benefits hereunder shall immediately  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(e) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (f)  Notice  of  Termination.  Any  purported  termination  by
Employer or by Officer shall be  communicated by a written Notice of termination
(the "Notice of  Termination")  to the other party hereto  which  indicates  the
specific termination provision in this Agreement,  if any, relied upon and which
sets forth in reasonable detail the facts and circumstances,  if any, claimed to
provide a basis for termination of Officer's  employment  under the provision so
indicated.  For purposes of this Agreement,  no such purported termination shall
be effective  without such Notice of Termination.  The "Termination  Date" shall
mean the date  specified  in the Notice of  Termination,  which shall be no less
than 30 or more  than  60 days  from  the  date of the  Notice  of  Termination.
Notwithstanding  any  other  provision  of this  Agreement,  in the event of any
termination of Officer's employment hereunder for any reason, Employer shall pay
Officer his full base salary through the  Termination  Date, plus any Additional
Benefits which have been earned or become  payable,  but which have not yet been
paid as of such Termination Date.

                  (g)  Disputes.  In  the  event  of a  dispute  concerning  the
validity of a  purported  termination  which is  maintained  in good faith,  the
Termination  Date  shall  mean the date the  dispute  is  finally  resolved  and
Employer will  continue to provide  Officer with the  compensation  and benefits
provided for under this Agreement, until the dispute is finally resolved without
any   obligation   by  Officer  to  repay  any  of  such  amounts  to  Employer,
notwithstanding  the final outcome of the dispute.  Payments required to be made
by this Section 5(g) are in addition to all other amounts due under Section 5 of
this  Agreement and shall not be offset  against or reduce any other amounts due
under Section 5 of this Agreement.  Officer shall be required to render services
to Employer  during the period  following  his  Termination  Date but before the
dispute  concerning the termination is finally  determined unless Employer fails
to provide  Officer  with a reasonable  opportunity  to perform his duties under
this Agreement during such period.

         6.  Reimbursement  of  Business  Expenses.  During  the  term  of  this
Agreement,  Employer  shall  reimburse  Officer  promptly  for all  expenditures
(including travel,  entertainment,  parking,  business meetings, and the monthly
costs (including dues) of maintaining  memberships at appropriate  clubs) to the
extent  that  such   expenditures   meet  the   requirements  of  the  Code  for
deductibility  by Employer for federal  income tax purposes or are  otherwise in
compliance  with the rules and  policies of Employer  and are  substantiated  by
Officer as required by the  Internal  Revenue  Service and rules and policies of
Employer.

         7.  Indemnity.   To  the  extent   permitted  by  applicable  law,  the
Certificate of  Incorporation  and the By-Laws of Employer (as from time to time
in effect) and any indemnity  agreements  entered into from time to time between
Employer and Officer, Employer shall indemnify Officer and hold him harmless for
any acts or decisions  made by him in good faith while  performing  services for
Employer,  and shall use  reasonable  efforts to obtain  coverage  for him under
liability  insurance policies now in force or hereafter obtained during the term
of this Agreement covering the other officers or directors of Employer.

         8.    Miscellaneous.

                  (a)  Succession.  This Agreement shall inure to the benefit of
and shall be binding upon Employer,  its successors and assigns, but without the
prior written consent of Officer,  this Agreement may not be assigned other than
in  connection  with a merger  or sale of  substantially  all the  assets of the
Employer  or  similar  transaction.   Employer  shall  not  agree  to  any  such
transaction unless the successor to or assignee of the Company's business and/or
assets in such  transaction  expressly  assumes all  obligations of the Employer
hereunder.  The  obligations  and duties of Officer hereby shall be personal and
not assignable.

                  (b) Notices.  Any notices provided for in this Agreement shall
be  sent  to  Employer  at  4500  Park  Granada,  Calabasas,  California  91302,
Attention:  General  Counsel/Secretary,  with a  copy  to  the  Chairman  of the
Compensation Committee at the same address, or to such other address as Employer
may from time to time in writing designate, and to Officer at such address as he
may from time to time in writing designate (or his business address of record in
the absence of such designation). All notices shall be deemed to have been given
two (2) business days after they have been deposited as certified  mail,  return
receipt requested, postage paid and properly addressed to the designated address
of the party to receive the notices.

                  (c)      Effective Date.  This Agreement is effective as
                           of March 1, 1999.

                  (d) Entire  Agreement.  This  instrument  contains  the entire
agreement of the parties relating to the subject matter hereof,  and it replaces
and supersedes any prior agreements between the parties relating to said subject
matter.  No  modifications or amendments of this Agreement shall be valid unless
made in writing and signed by the parties hereto.

                  (e)  Waiver.  The  waiver of the  breach of any term or of any
condition of this Agreement  shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.

                  (f)      California Law.  This Agreement shall be construed
and interpreted in accordance with the laws of California.

                  (g) Attorneys'  Fees in Action on Contract.  If any litigation
shall occur between the Officer and Employer,  which litigation arises out of or
as a result of this Agreement or the acts of the parties hereto pursuant to this
Agreement,  or which seeks an interpretation  of this Agreement,  the prevailing
party in such litigation,  in addition to any other judgment or award,  shall be
entitled to receive  such sums as the court  hearing the matter shall find to be
reasonable as and for the attorneys' fees of the prevailing party.

                  (h)  Confidentiality.  Officer agrees that he will not divulge
or  otherwise  disclose,  directly  or  indirectly,  any  trade  secret or other
confidential  information concerning the business or policies of Employer or any
of its  subsidiaries  which he may have  learned  as a result of his  employment
during the term of this  Agreement or prior  thereto as an employee,  officer or
director of or consultant to Employer or any of its subsidiaries,  except to the
extent such use or disclosure is (i) necessary or appropriate to the performance
of this Agreement and in furtherance of Employer's best interests, (ii) required
by  applicable  law,  (iii)  lawfully  obtainable  from other  sources,  or (iv)
authorized  by Employer.  The  provisions of this  subsection  shall survive the
expiration, suspension or termination, for any reason, of this Agreement.

                  (i)  Remedies  of  Employer.  Officer  acknowledges  that  the
services he is obligated to render under the provisions of this Agreement are of
a special,  unique,  unusual,  extraordinary and intellectual  character,  which
gives this  Agreement  peculiar  value to Employer.  The loss of these  services
cannot be reasonably or  adequately  compensated  in damages in an action at law
and it would be difficult  (if not  impossible)  to replace these  services.  By
reason  thereof,  Officer  agrees and  consents  that if he violates  any of the
material provisions of this Agreement, Employer, in addition to any other rights
and remedies  available  under this Agreement or under  applicable law, shall be
entitled  during the  remainder of the term to seek  injunctive  relief,  from a
tribunal of  competent  jurisdiction,  restraining  Officer from  committing  or
continuing any violation of this Agreement,  or from the performance of services
to any other business entity, or both.

                  (j)  Severability.  If any provision of this Agreement is held
invalid or  unenforceable,  the remainder of this Agreement  shall  nevertheless
remain  in full  force and  effect,  and if any  provision  is held  invalid  or
unenforceable  with respect to particular  circumstances,  it shall nevertheless
remain in full force and effect in all other circumstances.

                  (k) No Obligation  to Mitigate.  Officer shall not be required
to mitigate the amount of any payment  provided for in this Agreement by seeking
other  employment  or otherwise  and,  except as provided in Section  5(a)(i)(2)
hereof,  no  payment  hereunder  shall be offset or reduced by the amount of any
compensation or benefits provided to Officer in any subsequent employment.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.


  COUNTRYWIDE CREDIT INDUSTRIES, INC.
ATTEST:

                                                   By:
Secretary                                          Title:


                                                   OFFICER:



                                Stanford L. Kurland, in his individual capacity
126026.06


<PAGE>





                                   APPENDIX A
                   To Stanford L. Kurland Employment Agreement

          A "Change in Control" shall mean the occurrence during the term of the
     Agreement,  of any one of the following events:  (a) An acquisition  (other
     than  directly  from  Employer)  of  any  common  stock  or  other  "Voting
     Securities"  (as  hereinafter  defined) of Employer by any "Person" (as the
     term  person  is used  for  purposes  of  Section  13(d)  or  14(d)  of the
     Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act")),
     immediately after which such Person has "Beneficial  Ownership" (within the
     meaning of Rule 13d-3  promulgated  under the Exchange  Act) of twenty five
     percent (25%) or more of the then outstanding  shares of Employer's  common
     stock or the combined  voting power of Employer's then  outstanding  Voting
     Securities;  provided,  however, in determining  -------- ------- whether a
     Change in Control has occurred,  Voting  Securities which are acquired in a
     "Non-Control  Acquisition" (as hereinafter defined) shall not constitute an
     acquisition  which would cause a Change in  Control.  For  purposes of this
     Agreement, (1) "Voting Securities" shall mean Employer's outstanding voting
     securities  entitled to vote generally in the election of directors and (2)
     a  "Non-Control  Acquisition"  shall mean an acquisition by (i) an employee
     benefit plan (or a trust forming a part thereof) maintained by (A) Employer
     or (B) any  corporation  or other  Person of which a majority of its voting
     power or its voting equity securities or equity interest is owned, directly
     or   indirectly,   by  Employer  (for  purposes  of  this   definition,   a
     "Subsidiary"),  (ii)  Employer  or any of its  Subsidiaries,  or (iii)  any
     Person in  connection  with a  "Non-Control  Transaction"  (as  hereinafter
     defined);
          (b) The  individuals  who, as of the date of the Agreement are members
     of the Board (the "Incumbent Board"), cease for any reason to constitute at
     least two-thirds of the members of the Board; provided,  however,
     that if the  election,  or  nomination  for election by  Employer's
     common stockholders, of any new director was approved by a vote of at least
     two-thirds of the Incumbent Board, such new director shall, for purposes of
     this Agreement,  be considered as a member of the Incumbent Board; provided
     further,  however, that no individual  shall beconsidered a member of the
     Incumbent  Board if such  individual  initially
     assumed  office as a result of  either  an actual or  threatened  "Election
     Contest" (as described in Rule 14a-11  promulgated  under the Exchange Act)
     or other actual or threatened  solicitation of proxies or consents by or on
     behalf of a Person  other than the Board (a "Proxy  Contest")  including by
     reason of any agreement intended to avoid or settle any Election Contest or
     Proxy Contest; or
                  (c)      The consummation of:

                           (i)      A merger,  consolidation  or  reorganization
                                    involving  Employer,   unless  such  merger,
                                    consolidation   or   reorganization   is   a
                                    "Non-Control  Transaction."  A  "Non-Control
                                    Transaction"    shall    mean   a    merger,
                                    consolidation or  reorganization of Employer
                                    where:
          (A)  the  stockholders  of Employer,  immediately  before such merger,
               consolidation  or  reorganization,  own  directly  or  indirectly
               immediately    following    such   merger,    consolidation    or
               reorganization,  at least  seventy  percent (70%) of the combined
               voting  power  of  the  outstanding   voting  securities  of  the
               corporation   resulting  from  such  merger,   consolidation   or
               reorganization (the "Surviving Corporation") in substantially the
               same  proportion  as their  ownership  of the  Voting  Securities
               immediately before such merger, consolidation or reorganization;

          (B)  the   individuals   who  were  members  of  the  Incumbent  Board
     immediately  prior to the  execution of the  agreement  providing  for such
     merger,  consolidation or reorganization  constitute at least two-thirds of
     the members of the board of directors of the Surviving  Corporation,  or in
     the event that, immediately following the consummation of such transaction,
     a corporation  beneficially owns, directly or indirectly, a majority of the
     Voting Securities of the Surviving  Corporation,  the board of directors of
     such corporation; and

          (C)  no Person other than (i) Employer, (ii) any Subsidiary, (iii) any
               employee  benefit  plan (or any  trust  forming  a part  thereof)
               maintained  by  Employer,  the  Surviving  Corporation,   or  any
               Subsidiary,  or (iv) any Person  who,  immediately  prior to such
               merger,  consolidation or reorganization had Beneficial Ownership
               of  twenty  five  percent  (25%) or more of the then  outstanding
               Voting  Securities  or common stock of Employer,  has  Beneficial
               Ownership  of twenty five  percent  (25%) or more of the combined
               voting  power of the  Surviving  Corporation's  then  outstanding
               Voting Securities or its common stock;

(ii)     A complete liquidation or dissolution of Employer; or

                           (iii)    The  sale  or  other  disposition  of all or
                                    substantially  all of the assets of Employer
                                    to any Person  (other  than a transfer  to a
                                    Subsidiary).

                Notwithstanding the foregoing,  a Change in Control shall not be
deemed to occur  solely  because  any Person  (the  "Subject  Person")  acquired
Beneficial  Ownership of more than the permitted  amount of the then outstanding
common stock or Voting Securities as a result of the acquisition of common stock
or Voting  Securities  by Employer  which,  by reducing  the number of shares of
common stock or Voting Securities then  outstanding,  increases the proportional
number of shares Beneficially Owned by the Subject Persons;  provided,  however,
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of common stock or Voting Securities by Employer,
and after such share  acquisition  by Employer,  the Subject  Person becomes the
Beneficial  Owner of any  additional  common  stock or Voting  Securities  which
increases  the  percentage  of the  then  outstanding  common  stock  or  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.





<PAGE>






         APPENDIX B

                                INCENTIVE MATRIX

                 To Determine Fiscal 2000, 2001 and 2002 Awards
                             % of Target Bonus Paid

                            (Target Bonus = $800,000)



                                                                            EPS
              Less

                                                                              
  ROE    than $2.16   $2.16   $2.47        $2.78    $3.09   $3.40   $3.71   $4.02  $4.33  $4.64   $4.94 and
                                                                                                          more
 ------    ------------- -------------- ------------- ------------- ------------- ------------- -------------

18% or more    45%      65%      85%      105%      125%    150%    175%   200%    225%    250%    250%

---------------- ------------- -------------- ------------- ------------- ------------- ------------- -------

15%            20%     40%       60%       80%      100%    125%    150%   175%    200%    225%    250%

---------------- ------------- -------------- ------------- ------------- ------------- ------------- -------
10%            0%      15%       35%       55%       75%    100%    125%   150%    175%    200%    225%


5%             0%       0%       10%       30%       50%     75%    100%   100%    100%    100%    100%

Less than 5%   0        0         0         0         0       0       0      0       0       0       0
---------------- ------------- -------------- ------------- ------------- ------------- ------------- -------



*   Payouts interpolated between points.
*   ROE calculated on quarterly average equity.
* For new equity infusions, first year return target at 10% rather than 15%.