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Sample Business Contracts

Employment Agreement - Countrywide Credit Industries Inc. and Angelo R. Mozilo

Employment Forms

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                      SECOND RESTATED EMPLOYMENT AGREEMENT


         THIS RESTATED EMPLOYMENT  AGREEMENT (the "Agreement") has been executed
as of March 26, 1996 by and  between  Countrywide  Credit  Industries,  Inc.,  a
Delaware corporation ("Employer"), and Angelo R. Mozilo ("Officer").

                              W I T N E S S E T H:

         WHEREAS,  Officer  currently  holds the offices of Vice Chairman of the
Board of Directors of Employer  (the "Board") and  Executive  Vice  President 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

         WHEREAS,  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  Company's
business and to retain his services in the future; and

         WHEREAS,  Employer  and Officer set forth the terms and  conditions  of
Officer's employment with Employer under an employment agreement entered into as
of March 1, 1991 (the "Original Agreement"); and

     WHEREAS,  Employer and Officer  entered into  Amendment No. 1 to Employment
Agreement as of November 5, 1992 ("Amendment No. 1"), entered into Amendment No.
2 to  Employment  Agreement  as of  November  10, 1992  ("Amendment  No. 2") and
entered into a Restated Employment  Agreement as of February 2, 1993 (the "First
Restated Agreement"); and

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

         WHEREAS, the effectiveness of this Agreement is subject to the approval
of  Employer's  stockholders  of the  provisions  of Section 4(b) hereof and the
amendments to the 1993 Plan (as defined herein) as submitted to stockholders for
approval.

         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,
2001, 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 and its  subsidiaries  as Vice
Chairman of the Board and Executive Vice President of Employer.  Employer agrees
that Officer's  duties  hereunder shall be the usual and customary duties of the
offices  of  Chairman  of the  Board  and  President  and  such  further  duties
consistent  therewith as may be designated  from time to time by the Board,  and
shall not be  inconsistent  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 in
such senior  executive  capacity not below the rank of Vice President for 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.

         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 in each fiscal
year of Employer (a "Fiscal Year") or portion  thereof covered by this Agreement
at the annual rate of $1,300,000:

                  (b) Incentive Compensation.  Employer shall pay to Officer for
each of the Fiscal Years  ending in 1997 through 2001 an incentive  compensation
award in the amount of the incentive  compensation  award paid to Officer in the
previous  Fiscal Year,  multiplied by a fraction (the  "Performance  Ratio") the
numerator  of which  is the  earnings  per  share  on a fully  diluted  basis of
Employer  during such current  Fiscal Year as reported in the audited  Financial
Statements  included  in  Employer's  Annual  Report on Form 10-K filed with the
Securities and Exchange  Commission  (the "EPS") and the denominator of which is
the EPS for the  previous  Fiscal Year  (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  stocks 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));  provided,  however,  that the
Compensation  Committee of the Board (the  "Compensation  Committee") may reduce
the  amount  of any  incentive  compensation  award  in  the  event  there  is a
substantial  distortion in EPS for the Fiscal Year in respect of which the award
is being paid  resulting  from an  acquisition,  a  divestiture,  or a change in
accounting standards.

                  (c) Stock  Options.  Employer  shall  grant to Officer a stock
option in respect of  1,000,000  shares of the  Employer's  common  stock on the
first  business  day  following  the  Effective  Date,  such  option  to  become
exercisable as to 333,333, 333,333 and 333,334 shares on each of the first three
(3) anniversaries of the date of grant. Employer may also grant to Officer stock
options in respect of each of the Fiscal  Years ending in 2000 and 2001 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. All stock options granted in
accordance  with this Section 4(c) 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 and 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.  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) hereof,  Employer
shall continue for the period  specified in Section 5(a) or 5(b) hereof or three
years in the case of a termination  pursuant to Section 5(d) hereof, as the case
may be, 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)  on behalf of 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.

                  (g) Notwithstanding anything to the contrary contained in this
Agreement,  in no event shall the Performance Ratio be less than zero.  Employer
shall pay the incentive  compensation award described in Section 4(b) hereof for
each Fiscal Year as early after the end of such Fiscal Year as  practicable  but
in no event  more than 90 days  after  the end of such  Fiscal  Year;  provided,
however, that the incentive  compensation award described in Section 4(b) hereof
may be paid,  in whole or in part,  prior to the end of the Fiscal Year to which
such incentive  compensation award relates,  on such terms and conditions and at
such times as may otherwise be mutually agreed upon by Employer and Officer.  If
the Compensation Committee shall determine to grant to Officer the stock options
described in Section 4(c) hereof in respect of either of the Fiscal Years ending
in 2000 or 2001,  such  options  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).

     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) Good Reason. Officer may terminate his employment for Good
Reason.  For purposes of this Agreement,  "Good Reason" shall be deemed to occur
if Employer  notifies  Officer of a termination of his employment other than for
Cause or if Employer  breaches this Agreement in any material  respect or if the
Board (i) elects a person other than Officer as Employer's President or Chairman
of the Board without  Officer's  consent,  (ii) reorganizes  management so as to
require  him to report to a person or persons  other  than the  Board,  or (iii)
takes any other  action  which,  in  Officer's  sole  judgment,  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  the  foregoing,
Officer  may  terminate  his  employment  for any or no reason  within  one year
following a "Change in Control" (as defined in Appendix A to this Agreement) and
such termination shall be considered a termination for Good Reason hereunder. If
Officer's  employment shall be terminated by Employer other than for Cause or by
Officer for Good Reason, then Employer shall pay Officer in a single payment, 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 (A) Officer's  annual base salary at the  Termination  Date and
(B) the aggregate bonus and/or incentive compensation paid or payable to Officer
in respect of the  Fiscal  Year  preceding  the fiscal  year in which  Officer's
Termination Date occurs.

                  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 Internal  Revenue  Code of 1986,  as amended (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) 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
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 plus  (unless  Officer has  resigned  voluntarily  pursuant to
Section  5(e) or been  terminated  for Cause in  accordance  with  Section  5(c)
hereof) the Pro Rata Bonus (as defined  below).  The "Pro Rata Bonus" shall mean
the amount equal to the product of (x) the bonus or incentive  award referred to
in Section  4(b) hereof paid or payable to Officer for the last full Fiscal Year
of Employer prior to Officer's Termination Date and (y) the fraction obtained by
dividing  (A) the  number  of days  elapsed  since the end of such  Fiscal  Year
through the Termination Date and (B) 365.

                  (g)  Payments.  All  payments  required  under this  Agreement
(other than the Additional  Benefits payable pursuant to Section 4(e) hereof) as
a result of the  termination  of Officer's  employment  hereunder  shall be made
within 15 days of the Termination Date or, if any portion is not then reasonably
determinable, within five (5) days after such portion is so determinable. 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 155 North  Lake  Avenue,  Pasadena,  California  91101,
Attention:  Corporate  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 shall become  effective on
the  date  of the  annual  meeting  of  Employer's  stockholders  in  1996  (the
"Effective  Date")  provided   Employer's   stockholders  vote  to  approve  the
provisions  of  Section  4(b)  hereof  and the  amendments  to the 1993  Plan as
submitted to the  stockholders  for  approval.  If either of such matters is not
approved by Employer's  stockholders,  this Agreement shall be null and void and
the First Restated Agreement shall continue in full force and effect.

                  (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,  including, but not limited to, the First Restated Agreement;  provided,
however,  that until this Agreement shall become  effective,  the First Restated
Agreement  shall  continue  in  full  force  and  effect.  No  modifications  or
amendments of this  Agreement  (including,  but not limited to the provisions of
Section  4 hereof)  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

<PAGE>



                  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:




                                                       Angelo R. Mozilo, in his
                                                       individual capacity




<PAGE>


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                                       14
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                                   APPENDIX A
                    To Angelo R. Mozilo 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 be considered 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.