2004 Executive Equity Deferral Program - Countrywide Financial Corp.
COUNTRYWIDE FINANCIAL CORPORATION
2004 EXECUTIVE EQUITY DEFERRAL PROGRAM
SECTION 1
GENERAL
1.1 Purpose. The Countrywide Financial Corporation 2004 Executive Equity
Deferral Program (the "Program") has been established by Countrywide Financial
Corporation (the "Company"), so that it, and each of its Related Companies, may
provide its eligible key management employees with an additional opportunity to
build financial security, thereby aiding such companies in attracting and
retaining employees of exceptional ability.
1.2 Effective Date. The "Effective Date" of the Program is January 1,
2004.
1.3 Related Company. The term "Related Company" means any company during
any period in which at least fifty percent of the voting power of all classes
entitled to vote is owned, directly or indirectly, by the Company or by any
other company that is a Related Company by reason of its ownership of stock of
the Company. The Company and each Related Company are referred to below
collectively as the "Employers" and individually as an "Employer."
1.4 Program Year. The term "Program Year" means the calendar year.
1.5 Administration. The authority to control and manage the operation
and administration of the Program shall be vested in the Committee. The
Committee shall have the rights, powers and duties set forth in Section 6.
SECTION 2
PARTICIPATION
2.1 Participant. Any individual who is an Eligible Employee for any
Program Year shall be eligible to participate in the Program for the Program
Year, subject to the terms of the Program. For purposes of the Program, the term
"Eligible Employee" for any Program Year shall mean any employee of the Company,
or a Related Company, who is part of a select group of management or highly
compensated employees and who is specifically selected by the Committee.
2.2 Deferral Election. An Eligible Employee shall participate in the
Program by electing to defer payment of a portion of his or her Eligible
Compensation pursuant to the terms of a "Deferral Election" (once deferred, the
"Deferred Amounts"). An individual's Deferral Election shall be subject to the
following:
(a) An individual who, prior to the beginning of any Program Year,
satisfies the requirements of an Eligible Employee for the
Program Year shall be eligible to file a Deferral Election with
respect to his or her Eligible Compensation for that Program
Year. Such Deferral Election shall be filed during such period
before the first day of that year as may be established by the
Committee.
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(b) An individual who, prior to the beginning of any Program Year,
has not satisfied the requirements of an Eligible Employee for
the Program Year, but who becomes an Eligible Employee during
the Program Year, shall be eligible to file a Deferral Election
with respect to his or her Eligible Compensation for that
Program Year, subject to the limits of paragraph 2.2(d). Such
Deferral Election shall be filed within thirty days (or such
shorter period as may be specified by the Committee) after he or
she first becomes an Eligible Employee for the year.
(c) If the Program first becomes effective with respect to the
employees of any Employer during any Program Year, and an
employee of that Employer becomes an Eligible Employee on the
date the Program becomes effective, such employee shall be
eligible to file a Deferral Election with respect to Eligible
Compensation for that Program Year, subject to the limits of
paragraph 2.2(d). Such Deferral Election shall be filed within
thirty days (or such shorter period as may be specified by the
Committee) after the date the Program becomes effective.
(d) To the extent elected by a Participant, and subject to the terms
of the Program, a Participant's Deferral Election for any
Program Year shall apply to his or her Compensation for that
Program Year. The terms of a Deferral Election shall be subject
to any conditions and limitations that may be imposed by the
Committee. Except as otherwise provided in this subsection 2.2,
a Deferral Election shall be irrevocable for the Program Year to
which it applies.
(e) The Committee may revoke an individual's Deferral Election as of
the date on which the individual ceases to be an Eligible
Employee.
(f) Subject to the terms of the Program, the Participant shall
specify, as part of his or her Deferral Election, and in
accordance with subsection 4, the time and manner of
distribution of the amounts deferred pursuant to such election.
2.3 Compensation. For purposes of the Program, a Participant's "Eligible
Compensation" from any Employer for any Program Year means any elements of the
Participant's cash or equity based compensation which are approved for deferral
by the Committee.
SECTION 3
PROGRAM ACCOUNTING
3.1 Stock Unit Account. A "Stock Unit Account" shall be maintained on
behalf of each Participant who elects to defer all or a portion of his or her
Eligible Compensation under this Program, for the period during which delivery
is deferred. A Participant's Stock Unit Account shall be subject to the
following adjustments:
(a) The Stock Unit Account will be credited with Stock Units, with
such Stock Units to be credited as of the date on which the
Eligible Compensation would otherwise have been delivered to the
Participant in the absence of the deferral.
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(b) As of each dividend payment date for the Stock following the
date any Stock Units are credited to the Participant's Stock
Unit Account, and prior to the date of distribution with respect
to those Stock Units, the Participant's Stock Unit Account shall
be credited with additional Stock Units (including fractional
Stock Units) equal to (i) the value of the dividend that would
be payable with respect to the number of shares of Stock equal
to the number of Stock Units credited to the Participant's Stock
Unit Account on the dividend record date, divided by (ii) the
Fair Market Value (as defined in the 2000 Plan) of a share of
Stock on the date of payment of the dividend.
(c) As of the date of any distribution with respect to a
Participant's Stock Unit Account, the Stock Units credited to a
Participant's Stock Unit Account shall be reduced by the amounts
distributed to the Participant.
3.2 Statement of Accounts. As soon as practicable after the end of each
Year, the Company shall provide Participants having Stock Unit Accounts under
the Program with a statement of the transactions in such Accounts during that
year and the Account balances as of the end of the year.
SECTION 4
DISTRIBUTIONS
4.1 General. Subject to the terms of this Section 4, a Participant shall
specify, as part of his or her Deferral Election with respect to Deferred
Amount, the time and manner of the distribution of the amounts deferred pursuant
to such election. In the event that no election is made with respect to the
timing or method of distribution as of the date of the Participant's termination
of employment (the "Termination Date"), the Participant's entire Stock Unit
Account shall be distributed in a single lump sum as of the first anniversary
the Participant's Termination Date. At the time of distribution of the Stock
Unit Account shares in accordance with the Participant's Deferral Election, the
Participant shall receive a distribution of shares of Stock based upon the
number of Stock Units in his or her Stock Unit Account subject to distribution.
If the scheduled distribution date would otherwise occur after a dividend record
date but before the payment of the dividend, distribution may, in the
Committee's discretion, be deferred (not more than 30 days) until the dividend
is paid.
4.2 Termination of Deferral by Company. The Committee shall retain the
right to terminate, at any time, for any reason, or no reason, the deferral
provisions under this Section 4 (which may, but need not, be in conjunction with
a termination of the Program), and may immediately distribute all, but not less
than all, of the Stock Unit Accounts as of the date of such termination if it is
determined by the Committee to be in the best interest of the Company. In the
event that the Board terminates the Program pursuant to Section 8, the
Restricted Period with respect to all unvested Restricted Stock Units shall
immediately lapse and the Participant shall become fully vested in such Stock
Units.
4.3 Offset. Notwithstanding the provisions of subsection 7.2, if, at the
time payments are to be made under the Program, the Participant or beneficiary
or both are indebted or obligated to any Employer or Related Company, then the
payments remaining to be made to the
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Participant or the beneficiary or both may, at the discretion of the Committee,
be reduced by the amount of such indebtedness, or obligation, provided, however,
that an election by the Committee not to reduce any such payment shall not
constitute a waiver of the claim for such indebtedness or obligation.
4.4 Unforeseeable Emergency. Prior to the date otherwise scheduled for
distribution of his or her benefits under the Program, upon a showing of an
unforeseeable emergency, a Participant may elect to accelerate payment of an
amount not exceeding the lesser of (a) the amount necessary to meet the
emergency or (b) the sum of his or her Account balance(s) under the Program (the
"Unforeseeable Emergency Amount"). For purposes of the Program, the term
"unforeseeable emergency" shall mean an unanticipated emergency that is caused
by an event beyond the control of the Participant (or the control of the
beneficiary, if the amount is payable to a beneficiary) and that would result in
severe financial hardship to the individual if early withdrawal were not
permitted. The determination of "unforeseeable emergency" shall be made by the
Committee, based on such information as the Committee shall deem to be
necessary. Once the Unforeseeable Emergency Amount is paid, the Participant
shall not be eligible to make any further Deferral Elections under the Program
until the next Program Year commencing at least twelve months after the date on
which the Unforeseeable Emergency Amount is paid.
4.5 Cash-Out Election. A Participant may make a one-time election (a
"Cash-Out Election") to have his or her entire Stock Unit Account balance(s)
distributed, in a single lump sum payment, in stock, within 30 days following
the date that such election is filed with the Employer, subject to the
following:
(a) The amount actually distributed to an electing Participant under
this subsection 4.5 shall be equal to the Participant's entire
balance in his or her Stock Unit Account, reduced by an amount
equal to 10 percent of each of such balances. The portion of the
Participant's Account balance that is not distributed to the
Participant's pursuant to this paragraph (a) shall be forfeited
as a penalty.
(b) Notwithstanding the provisions of Section 2, for the remainder
of the Program Year in which the Cash-out Election is effective
and for the next following Program Year, no Deferral Election by
the Participant under subsection 2 shall be given effect.
Notwithstanding the foregoing provisions of this subsection 4.5, and
without limiting the amending authority reserved to the Board by the provisions
of Section 8 of the Program, the Committee may amend this subsection 4.5 at any
time and in any respect, including as to amounts previously credited to a
Participant's Account, to the extent that the Committee determines that such
amendment is necessary or desirable by reason of any change in tax laws or
regulations or interpretations thereof; provided, however, that no such
amendment shall apply with respect to amounts actually distributed under this
subsection 4.5 before the later of the date on which the amendment is adopted or
effective.
SECTION 5
CHANGE IN CONTROL
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In the event of a Corporate Change, the restricted period with respect
to all unvested Restricted Stock Units shall immediately lapse and the
Participant shall become fully vested in such Stock Units.
SECTION 6
ADMINISTRATION
6.1 Committee. The Program and all benefits pursuant thereto shall be
administered by the Compensation Committee of the Board (as used herein, the
"Committee"). If the Committee does not exist, or for any other reason
determined by the Board, the Board may take any action under the Program that
would otherwise be the responsibility of the Committee.
6.2 Powers of Committee. The Committee shall have the authority and
discretion to interpret and administer the Program, to establish, amend and
rescind any rules and regulations relating to the Program. All questions of
interpretation with respect to the Program, the benefits established herein, the
number of shares of Stock, or other security, or rights granted and the terms of
any agreements evidencing any of the Eligible Compensation, including the
timing, pricing, and amounts of awards, shall be determined by the Committee,
and its determination shall be final and conclusive upon all parties in
interest.
6.3 Delegation. Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may delegate to the officers
or employees of the Company and its Related Companies the authority to execute
and deliver such instruments and documents, to do all such acts and things, and
to take all such other steps deemed necessary, advisable or convenient for the
effective administration of the Program in accordance with its terms and
purpose, except that the Committee may not delegate any discretionary authority
with respect to substantive decisions or functions regarding the Program or
benefits thereunder, including, but not limited to, decisions regarding the
timing, eligibility, pricing, amount or other material terms of such benefits.
Any such delegation may be revoked by the Committee at any time.
6.4 Foreign Jurisdictions. To the extent that the Committee determines
that the restrictions imposed by the Program preclude the achievement of the
material purposes of the benefit provided herein in jurisdictions outside the
United States, if applicable, the Committee will have the authority and
discretion to modify those restrictions as the Committee determines to be
necessary or appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States.
SECTION 7
MISCELLANEOUS
7.1 Beneficiaries. Each Participant or former Participant entitled to
payment of Eligible Compensation hereunder, from time to time may name any
person or persons (who may be named contingently or successively) to whom any
Eligible Compensation earned by him or her and payable to him or her are to be
paid in case of his or her death before he or she receives any or all of such
Eligible Compensation. Each designation will revoke all prior designations by
the same Participant or former Participant, shall be in form prescribed by the
Company, and will
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be effective only when filed by the Participant or former Participant in writing
with the Secretary of the Company during the Participant's lifetime. If a
deceased Participant or former Participant shall have failed to name a
Beneficiary in the manner provided above, or if the Beneficiary named by a
deceased Participant or former Participant dies before him or her or before
payment of all the Participant's or former Participant's Eligible Compensation,
the Company, in its discretion, may direct payment in a single sum of any
remaining Eligible Compensation to either:
(a) any one or more or all of the next of kin (including the
surviving spouse) of the Participant or former Participant, and
in such proportions as the Company determines; or
(b) the legal representative or representatives of the estate of the
last to die of the Participant or former Participant and his or
her last surviving beneficiary.
The person or persons to whom any deceased Participant's or former Participant's
Eligible Compensation are payable under this paragraph will be referred to as a
"Beneficiary."
7.2 Benefits May Not be Assigned. Neither the Participant nor any other
person shall have any voluntary or involuntary right to commute, sell, assign,
pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or
convey in advance of actual receipt of the amounts, if any, payable hereunder,
or any part hereof, which are expressly declared to be unassignable and
non-transferable. No part of the amounts payable shall be, prior to actual
payment, subject to seizure or sequestration for payment of any debts,
judgments, alimony or separate maintenance owed by the Participant or any other
person, or be transferred by operation of law in the event of the Participant's
or any other person's bankruptcy or insolvency.
7.3 Unfunded Program. The Program shall be unfunded. Neither the
Company, a Related Company, the Board nor the Committee shall be required to
segregate any assets that may at any time be represented by benefit obligations
under the Program. Neither the Company, a Related Company, the Committee, nor
the Board shall be deemed to be a trustee of any amounts to be paid under the
Program. Neither the Participant nor any other person shall, by reason of
participation in the Program, the deferral of shares of Stock or the deferral of
a cash payment, acquire any right in or title to any assets, funds or property
of the Company whatsoever prior to the date such shares of Stock or cash are
distributed. A Participant shall have only a contractual right to shares of
Stock, if any, distributable under the Program, unsecured by any assets of the
Company. Nothing contained in the Program shall constitute a guarantee by the
Company that the assets of the Company shall be sufficient to provide any
benefits to any person. The Company may, but shall not be obligated to,
establish a trust to hold assets for the purpose of satisfying obligations under
this Program.
7.4 Adjustment Provisions. In the event of a corporate transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination or exchange of shares), in
addition to any adjustments made pursuant to Section 8 of the 2000 Plan, the
Committee may make equitable adjustments to the Deferred Amounts to preserve the
benefits or potential benefits of participation in the Program.
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7.5 Notices. Any notice or document required to be filed with the
Committee under the Program will be properly filed if delivered or mailed by
registered mail, postage prepaid, to the Committee, in care of the Secretary of
the Company, at its principal executive offices. The Committee may, by advance
written notice to affected persons, revise such notice procedure from time to
time. Any notice required under the Program may be waived by the person entitled
to notice.
7.6 Limits of Liability.
(a) Any liability of the Company or a Related Company to any
Participant with respect to participation in the Program shall
be based solely upon contractual obligations created by the
Program.
(b) Neither the Company nor a Related Company, nor any member of the
Board or of the Committee, nor any other person participating in
any determination of any question under the Program, or in the
interpretation, administration or application of the Program,
shall have any liability to any party for any action taken or
not taken in good faith under the Program except as may be
expressly provided by statute.
7.7 Rights of Employees. Nothing contained in this Program (or in any
other documents related to this Program) shall confer upon any Employee any
right to continue in the employment of the Company or a Related Company,
constitute any contract or limit in any way the right of the Company or a
Related Company to change such person's compensation or other benefits or to
terminate the service of such person with or without cause.
7.8 Form and Time of Elections. Any election required or permitted under
the Program shall be in writing, and shall be deemed to be filed when timely
delivered to the Secretary of the Company or other person as determined by the
Committee. Any election to defer Eligible Compensation, shall be irrevocable
after the commencement of the year for which it is filed, and such election
shall remain in effect with respect to any subsequent years unless a new
election with respect to such subsequent years is filed in accordance with rules
established by the Committee, in which case such new election shall be
applicable with respect to such subsequent years.
7.9 Action by Company. Any action required or permitted to be taken by
the Company shall be by resolution of the Board, or by action of one or more
members of the Board (including a committee of the Board) who are duly
authorized to act for the Board or (except to the extent prohibited by the
provisions of Rule 16b-3, applicable local law, the applicable rules of any
stock exchange, or any other applicable rules) by a duly authorized officer of
the Company.
7.10 2000 Equity Incentive Program. Any shares of Stock distributed to a
Participant under this Program shall be issued pursuant to the 2000 Equity
Incentive Plan of Countrywide financial Corporation (the "2000 Plan"), subject
to all of the terms and conditions herein. Except in the event of conflict, all
provisions of the 2000 Plan shall apply to this Program. In the event of any
conflict between the provisions of the 2000 Plan and this Program, this Program
shall
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control, provided that the Stock Units credited herein may not exceed the share
limitations set forth in the 2000 Plan.
7.11 Gender and Number. Where the context admits, words in any gender
shall include any other gender, words in the singular shall include the plural
and the plural shall include the singular.
7.12 Defined Terms. Capitalized terms are as defined herein, or as
defined in the 2000 Plan.
SECTION 8
AMENDMENT AND DISCONTINUANCE
The Board may, at any time, amend or terminate the Program, provided
that no amendment or termination may, in the absence of written consent to the
change by the affected Participant (or, if the Participant is not then living,
the affected beneficiary), adversely affect the rights of any Participant or
Beneficiary prior to the date such amendment is adopted by the Board; and
further provided, that adjustments pursuant to paragraph 7.4 shall not be
subject to the foregoing limitations of this Section 8. Any amendment or
discontinuance of the Program shall be prospective in operation only, and shall
not adversely affect the Participant's existing rights, unless the Participant
affected shall expressly consent thereto.
SECTION 9
CLAIMS PROCEDURES
9.1 Filing a Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
"Claimant") may deliver to the Committee a written claim for a determination
with respect to the amounts distributable to such Claimant from the Program. If
such a claim relates to the contents of a notice received by the Claimant, the
claim must be made within 60 days after such notice was received by the
Claimant. All other claims must be made within 180 days of the date on which the
event that caused the claim to arise occurred. The claim must state with
particularity the determination desired by the Claimant.
9.2 Committee's Decision. Within 90 days after the receipt of the claim,
the Committee will provide the Claimant with written notice of its decision on
the claim. If, because of special circumstances, the Committee cannot render a
decision on the claim within the 90-day period, the Committee may extend the
period in which to render the decision up to 180 days after receipt of the
written claim. The Committee will provide the Claimant with a written notice of
the extension, before the end of the initial 90-day period, which indicates the
special circumstances requiring the extension and the expected decision date. If
the claim is denied in whole or in part, the written notice of the decision will
inform the Claimant of:
(a) the specific reasons for the denial;
(b) the specific provisions of the Program upon which the denial is
based;
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(c) any additional material or information necessary to perfect the
claim and reasons why such material or information is necessary;
(d) the right to request review of the denial and how to request
such review; and
(e) a statement of Claimant's right to bring a civil action under
section 502(a) of the Employee Retirement Income Security Act of
1974 (ERISA) following an adverse benefit determination on
review.
9.3 Request for Review of Denied Claim. Within 60 days after the receipt
of written notice of a denial of all or a portion of a claim, the Claimant may
request a review of the denial in a writing filed with the Committee. Written
comments, documents, records and other information may be submitted to the
Committee along with the review request. During the 60-day period following
notice of the denial, the Claimant will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claim for benefits.
9.4 Review of Denied Claim. Upon receipt of a request for review of a
claim denial, the Committee will undertake a full and fair review of the claim
denial and provide the Claimant with written notice of its decision within 60
days after receipt of the review request. If, because of special circumstances,
the Committee cannot make a decision within the 60-day period, the Committee may
extend the period in which to make the decision up to 120 days after receipt of
the review request. The Committee will provide the Claimant with a written
notice of the extension, before the end of the 60-day period, which indicates
the special circumstances requiring the extension and the expected decision
date. The written notice of the Committee's decision will inform the Claimant
of:
(a) the specific reasons for the decision;
(b) the specific provisions of the Program upon which the decision
is based;
(c) a statement that Claimant will be provided, upon request and
free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claim
for benefits;
(d) a statement of the Claimant's right to bring a civil action
under section 502(a) of ERISA.
9.5 Legal Action. Except as may be otherwise required by law, the
decision of the Committee on review of the claim denial will be binding on all
parties. A Claimant's compliance with the foregoing provisions of this Section 9
is a mandatory prerequisite to a Claimant's right to commence any legal action
with respect to any claim for benefits under this Program.
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IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly
authorized officer this 1st day of January, 2004.
Countrywide Financial Corporation
By: /s/ Thomas H. Boone
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Thomas H. Boone, Senior Managing
Director, Chief Administrative
Officer
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