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Sample Business Contracts

Employment Agreement - Countrywide Credit Industries Inc. and Thomas H. Boone

Employment Forms

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                       FIRST RESTATED EMPLOYMENT AGREEMENT

THIS FIRST RESTATED  EMPLOYMENT  AGREEMENT (the "Agreement") is made and entered
into as of  September  11, 2000 by and between  Countrywide  Credit  Industries,
Inc., a Delaware corporation ("Employer"),  and Thomas H. Boone ("Officer"). W I
T N E S S E T H:
                                               -------------------

WHEREAS,  Officer  currently  holds the office of Senior  Managing  Director  of
Employer,  and Senior Managing  Director 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  Employer'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 July 1, 2000; and

         WHEREAS,  Employer and Officer desire to set forth the continued  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,
2003, 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 of
Employer  and of Home  Loans.  Except as set forth in Section  5(d)(ii)  hereof,
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 Chairman of the Board,  President and Chief  Executive  Officer (the
"CEO") or the  Executive  Managing  Director  and Chief  Operating  Officer (the
"COO") of  Employer  consistent  with his  status  as an  executive  officer  of
Employer; and 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  that 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
CEO or COO 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 CEO or COO,  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 CEO or COO.  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  CEO  or  COO,  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 $425,250 (the "Annual
Rate").  In respect of the Fiscal Years ending in 2002 and 2003, the Annual Rate
shall be increased  by no less than 5% and no more than 10% each year.  Any such
increase  shall be  effective  not later than June I 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. Bonus Plan for Officer
that is set out in Appendix B attached hereto (the "Bonus Plan"). Employer shall
pay the  incentive  compensation  award  described in this Section 4(b) for each
Fiscal Year or portion thereof, as applicable, to Officer as early after the end
of such Fiscal Year as practicable  but in no event later than 90 days after the
end of such Fiscal Year. With regard to the incentive compensation award payable
with  respect to the last Fiscal Year  during the term of this  Agreement,  such
award shall be payable in accordance herewith  notwithstanding the expiration of
the term of this Agreement.

                  (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 20,000 and no greater than 80,000.  The
numbers 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. 2000 Stock
Option Plan,  as amended (the "2000  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 2000 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.  In the event of a merger,
consolidation  or   reorganization  in  which  Employer  is  not  the  surviving
corporation  or in which it survives as a subsidiary of another  corporation  or
entity (a  "Transaction"),  and the shares of equity securities of the surviving
corporation  or entity or parent  thereof are  publicly  traded on a  recognized
stock  exchange  or over the  counter  market,  the stock  options to be granted
pursuant to this Section 4(c) after the date of the Transaction shall be granted
in accordance  herewith with respect to securities of the surviving  corporation
or entity or parent thereof, as applicable, with the number of shares subject to
options to be granted to equal the  product of (x) the amount of shares  subject
to the options set forth in this Section  4(c) and (y) a fraction the  numerator
of which is the per share fair market value of the Employer's securities and the
denominator  of which is the per share fair market value of the  publicly-traded
common or ordinary equity  securities of the surviving  corporation or entity or
parent thereof,  in each case as of the date of consummation of the Transaction,
and to give  effect to the intent of the  parties  as set forth in this  Section
4(c).  The stock  options  granted  pursuant to this  Section  shall  consist of
incentive stock options to the extent  permitted by law or regulation.  From and
after the  Termination  Date, the Officer shall no longer be entitled to receive
additional  options  under this Section 4(c) other than those which were due for
previously completed fiscal years.

                  (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,  executive medical  examination  program,  executive long-term
disability  policy,  financial  planning  services  program  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  that are no less  favorable in the  aggregate  than
those 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)
which are being  provided to the Officer and his  dependents  and  beneficiaries
immediately  prior to Officer's  Termination  Date,  but only to the extent that
Officer is not entitled to  comparable  benefits  from other  employment.  For a
period of two years  after the  Termination  Date,  Employer  shall  provide the
Officer outplacement services at its cost.

                  (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 CEO, COO or their designee  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  prior to the
expiration of the term of this Agreement 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, 2003 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 Annual 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  greater  of (x) the  average of the
aggregate bonus and/or  incentive  award, if any, paid or payable to the Officer
for each of the two (2) Fiscal  Years  preceding  the  Fiscal  Year in which the
Officer's termination of employment occurs (or such fewer number of Fiscal Years
for which the Officer was  eligible to receive a bonus and/or  incentive  award)
and (y) the bonus and/or  incentive  award paid for the Fiscal Year  immediately
preceding  the date of the  Change in  Control  (the  "Bonus  Rate");  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)_____Change  in  Control.  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 total amount of
incentive  compensation paid or payable to Officer 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,  provided that
the coverage and benefits provided during this period shall be no less favorable
to Officer and his  dependents  than the most  favorable of such  coverages  and
benefits   provided  Officer  and  his  dependents   during  the  90-day  period
immediately  preceding  the Change in Control  or as of any date  following  the
Change in Control but  preceding the date of Officer's  termination  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 (w) breaches this Agreement in any material respect,
(x) requires that Officer be based  anywhere more than fifty (50) miles from the
office where  Officer is located as of the date  hereof,  or (y) takes any other
action  which  results  in a material  adverse  change in  Officer's  duties and
responsibilities  other  than (i) an action  not taken in bad faith and which is
remedied by Employer promptly after receipt of notice by Officer;  (ii) a change
in  reporting  relationships;  or (iii)  changes due solely to the fact that the
Employer  ceases to be a public  company  and  becomes a  subsidiary  of another
publicly-traded corporation.

                           (iii)____Effect  of  Section  280G  of  the  Internal
Revenue Code.

(A)______________Except  as provided in subsection (B), in the event it shall be
determined that any payment or distribution of any type,  including  accelerated
vesting, to or for the benefit of the Officer, by the Employer, any
"affiliate"  (as defined in Rule 405 of the  Securities Act of 1933, as amended)
of the  Employer,  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) who
acquires  ownership  or  effective  control of the  Employer or  ownership  of a
substantial portion of the Employer's assets (within the meaning of Section 280G
of the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"),  and the
regulations  thereunder) or any  "affiliate"  of such "person",  whether paid or
payable or distributed or distributable  pursuant to the terms of this Agreement
or otherwise (the  "Payments"),  is or will be subject to the excise tax imposed
by Section 4999 of the Code or any  interest or  penalties  with respect to such
excise tax (such excise tax, together with any such interest and penalties,  are
collectively  referred  to as the  "Excise  Tax"),  then  the  Officer  shall be
entitled to receive an  additional  payment (a "Gross-Up  Payment") in an amount
such that after payment by the Officer of all taxes  (including  any interest or
penalties  imposed  with  respect to such  taxes),  including  any  income  tax,
employment  tax or Excise Tax imposed  upon the  Gross-Up  Payment,  the Officer
retains an amount of the Gross-Up  Payment  equal to the Excise Tax imposed upon
the Payments.

(B)______________Notwithstanding  subsection (A) or any other  provision of this
Agreement to the contrary, in the event that the Payments (excluding the
payment provided for in subsection (A)) exceed by less than 10% or $100,000, the
maximum amount of Payments which if made or provided to the Officer would not be
subject to an Excise Tax, the Officer will not be entitled to a Gross-Up Payment
and the Payments  shall be reduced (but not below zero) to the extent  necessary
so that no Payment to be made or benefit to be provided to the Officer  shall be
subject to the Excise Tax; it being the intent of the parties  that the Payments
shall be reduced  only if the  economic  detriment  to the Officer (on a pre-tax
basis) is less than the greater of $100,000 or 10% of the  Payments.  Unless the
Officer shall have given prior written  notice  specifying a different  order to
the Employer to effectuate the foregoing, the Employer shall reduce or eliminate
the Payments, by first reducing or eliminating the portion of the Payments which
are not payable in cash and then by reducing or eliminating  cash  payments,  in
each case in reverse order  beginning  with payments or benefits which are to be
paid the  farthest  in time from the  "Determination"  (as defined  below).  Any
notice  given by the  Officer  pursuant  to the  preceding  sentence  shall take
precedence  over the  provisions  of any other plan,  arrangement  or  agreement
governing the Officer's rights and entitlements to any benefits or compensation.

(C)______________The  determination  of whether  the  Payments  shall be reduced
pursuant to this Agreement and the amount of such  reduction,  all  mathematical
determinations, and all determinations as to whether any of the Payments are
"parachute  payments" (within the meaning of Section 280G of the Code), that are
required to be made under this Section, including determinations as to whether a
Gross-Up  Payment is required,  the amount of such Gross-Up  Payment and amounts
relevant  to the  last  sentence  of this  subsection  (C),  shall be made by an
independent  accounting  firm  selected by the  Officer  from among the five (5)
largest  accounting  firms in the  United  States or any  nationally  recognized
financial  planning and benefits  consulting  company (the  "Accounting  Firm"),
which shall  provide its  determination  (the  "Determination"),  together  with
detailed  supporting  calculations  regarding the amount of any Gross-Up Payment
and any other relevant matter,  both to the Employer and the Officer by no later
than ten (10) days  following  the  Termination  Date,  if  applicable,  or such
earlier  time as is  requested  by the  Employer  or the Officer (if the Officer
reasonably  believes that any of the Payments may be subject to the Excise Tax).
If the Accounting  Firm determines that no Excise Tax is payable by the Officer,
it shall  furnish  the  Officer  and the  Employer  with an  opinion  reasonably
acceptable  to the  Officer  and the  Employer  that no  Excise  Tax is  payable
(including the reasons therefor) and that the Officer has substantial  authority
not to report any Excise Tax on his  federal  income tax  return.  If a Gross-Up
Payment  is  determined  to be  payable,  it  shall be paid  (including  through
withholding  of taxes) to the  Officer no later than the due date for payment of
the Excise Tax. Any  determination  by the Accounting Firm shall be binding upon
the Employer and the Officer,  absent manifest error. As a result of uncertainty
in the  application  of  Section  4999 of the  Code at the  time of the  initial
determination  by the Accounting  Firm  hereunder,  it is possible that Gross-Up
Payments not made by the  Employer  should have been made  ("Underpayment"),  or
that Gross-Up Payments will have been made by the Employer which should not have
been made  ("Overpayment").  In either such  event,  the  Accounting  Firm shall
determine the amount of the  Underpayment or Overpayment  that has occurred.  In
the case of an Underpayment,  the amount of such Underpayment (together with any
interest and penalties payable by the Officer as a result of such  Underpayment)
shall be promptly paid by the Employer to or for the benefit of the Officer.  In
the case of an  Overpayment,  the Officer shall, at the direction and expense of
the Employer,  take such steps as are reasonably necessary (including the filing
of returns and claims for refund),  follow  reasonable  instructions  from,  and
procedures established by, the Employer, and otherwise reasonably cooperate with
the  Employer  to correct  such  Overpayment,  provided,  however,  that (i) the
Officer  shall not in any event be obligated to return to the Employer an amount
greater than the net after-tax  portion of the Overpayment  that he has retained
or has recovered as a refund from the applicable taxing  authorities and (ii) if
a  Gross-Up  Payment  is  determined  to be  payable,  this  provision  shall be
interpreted in a manner  consistent with an intent to make the Officer whole, on
an after-tax basis,  from the application of the Excise Tax, it being understood
that the correction of an Overpayment may result in the Officer  repaying to the
Employer  an  amount  which is less than the  Overpayment.  The cost of all such
determinations made pursuant to this Section shall be paid by the 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 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)_______________Notice.  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 CEO at the same
address,  or to such other  address as Employer may from time to time in writing
designate, and to Officer at his home address as reflected in Employer's records
or at such other address as he may from time to time in writing  designate.  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 July 1, 2000.

                  (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  the  State  of
California.

                  (g)_______________Attorneys'  Fees in Action on  Contract.  If
any litigation shall occur between 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.

                  (l)_______________Arbitration.  The parties  acknowledge  that
they have previously  entered into a Mutual  Agreement to Arbitrate  Claims (the
"Arbitration Agreement"). The parties hereby incorporate herein by reference the
terms of the Arbitration Agreement. Any dispute arising regarding this Agreement
and/or any other matter covered by the Arbitration Agreement shall be subject to
binding arbitration pursuant to the terms of the Arbitration  Agreement,  except
as expressly provided herein.

                  (m) Pooling Transactions.  Notwithstanding  anything contained
in this  Agreement to the  contrary,  in the event of a Change in Control of the
Employer  in a  transaction  which is  intended  to be treated as a "pooling  of
interests"   under  generally   accepted   accounting   principles  (a  "Pooling
Transaction"),  the Board shall take such actions,  if any, as are  specifically
recommended  by an independent  accounting  firm retained by the Employer to the
extent reasonably necessary in order to assure that the Pooling Transaction will
qualify  as such,  including  but not  limited  to (a)  deferring  the  vesting,
exercise,  payment,  settlement or lapsing of  restrictions  with respect to any
option or award,  (b) providing that the payment or settlement in respect of any
option  or  award  be made in the  form of  cash,  shares  of  common  stock  or
securities of a successor or acquirer of the Employer,  or a combination  of the
foregoing,  and (c)  providing  for the  extension  of the term of any option or
award to the extent  necessary to accommodate the foregoing,  but not beyond the
maximum term  permitted  for any option or award and (d)  amending,  deleting or
making  inapplicable  to the Officer any  provision  in this  Agreement or other
arrangement pursuant to which he receives compensation, payments or benefits.

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

                                               COUNTRYWIDE CREDIT INDUSTRIES,
                                               INC.



By: --------------------------------------------------------

Title: -----------------------------------------------------



OFFICER:


------------------------------------ Thomas H. Boone, in his individual capacity



342966.01


<PAGE>



- 3 - 342966.8 - 1 - 342966.8





                                   APPENDIX A

                             To Employment Agreement

                  A "Change in  Control"  shall mean the  occurrence  during the
term of the Agreement, of any one of the following events:

                  (1)      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);

                  (2)      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

                  (3)      The consummation of:

                           (a)      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:

(i) 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;

(ii) 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

(iii) 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;

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

(c) 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>


- 18 - 343009.6 343009.6
                                   APPENDIX B

                           INCENTIVE COMPENSATION PLAN

         The Bonus Plan for Employee is set forth in a written  memorandum  from
Stanford Kurland to Employee dated October 2, 2000.