Sample Business Contracts

Annual Incentive Plan - Countrywide Credit Industries Inc.

Sponsored Links

                              ANNUAL INCENTIVE PLAN

Section 1: Purposes

The  purposes of the Plan are to promote the success and growth of the  Company,
thereby enhancing  shareholder value; to provide certain Executive Officers with
an opportunity to receive incentive compensation dependent upon that success and
growth; and to attract, retain and motivate such individuals.

Section 2: Definitions

     2.1   "Award" means an incentive award made pursuant to the Plan.

     2.2   "Beneficiary"  mean the person(s)  designated by the Participant,  in
           writing on a form  provided  by the  Committee,  to receive  payments
           under the Plan in the event of his death while a  Participant  or, in
           the absence of such designation, the Participant's estate.

     2.3   "Board of Directors" means the Board of Directors of the Company.

     2.4   "Cause" means (i) a felony  conviction of the  Participant;  (ii) the
           commission  by the  Participant  of an act of fraud  or  embezzlement
           against the Company;  (iii) the Participant's  willful  misconduct or
           gross  negligence  materially  detrimental  to the Company;  (iv) the
           Participant's  wrongful  dissemination  or  use  of  confidential  or
           proprietary information; or (vi) the intentional and habitual neglect
           by the Participant of his duties to the Company.

     2.5   "Code" means the Internal Revenue Code of 1986, as amended.

     2.6   "Committee"  means  the  Compensation   Committee  of  the  Board  of
           Directors,  which shall consist of two or more persons,  each of whom
           is an "outside  director" within the meaning of Section 162(m) of the

     2.7 "Company" means Countrywide Credit Industries,  Inc. and its successors
and shall  include any  subsidiaries  of the  Company,  except where the context
indicates otherwise.

     2.8   "Disability"  means (i) total  disability  within the  meaning of the
           Company's long-term disability plan as in effect from time to time or
           (ii) if there is no such plan at the  applicable  time,  physical  or
           mental incapacity as determined solely by the Committee.

     2.9   "Employee" means an employee of the Company.

     2.10  "Executive  Officer" means the Chief Executive Officer of the Company
           and any other Employee who is an officer of the Company.

     2.11  "Participant" means an Executive Officer designated from time to time
           by the Committee pursuant to Section 3 to participate in the Plan.

     2.12  "Performance  Criteria"  means one or more of the  criteria set forth
           below  selected by the  Committee to measure  performance  for a Plan

     (i) Net Income:  The net after-tax income of the Company or a business unit
from  continuing  operations  after  adjustment  to  omit  the  effects  of  any
extraordinary  items  and  the  cumulative  effects  of  changes  in  accounting
     (ii)  Return on  Equity:  Net Income of the  company or of a business  unit
divided by the average of the Company's  consolidated  shareholder  equity as of
the beginning and end of the Plan Year.

     (iii) Return on Assets:  Net Income divided by the average of the Company's
or a business unit's total or net assets as of the beginning and end of the Plan

     (iv) Earnings Per Share (either primary or fully diluted, or the equivalent
thereof) as reported in the Company's annual report to shareholders, adjusted to
omit the effects of any  discontinued  operations,  extraordinary  items and the
cumulative effects of changes in accounting principles.

     (v) EBIT: Net Income before any charges,  expenses or accruals for interest
or taxes.

     (vi)  Total  Shareholder   Return:   The  total  return  to  the  Company's
shareholders, measured by stock price appreciation and dividends paid.
     Performance  Criteria  shall be  determined in  accordance  with  generally
accepted accounting principles as consistently applied by the Company.

     2.13 "Performance Goal" means the level of performance,  either in absolute
terms or as compared to one or more other  companies or indices,  established as
the Performance Goal with respect to a Performance Criteria or indices.

     2.14 "Plan" means the Countrywide Credit Industries,  Inc. Annual Incentive

     2.15 "Plan Year" means the fiscal year of the Company.

     2.16  "Target  Award"  means an amount  established  by the  Committee as a
Participant's Target Award upon attainment of a Performance Goal.

Section 3: Participation

     3.1  Participants for any Plan Year shall be selected by the Committee from
among the Executive  Officers  within ninety days of the  commencement of a Plan
Year;  provided,  however that if due to hiring,  promotion,  or  demotion,  the
Committee  determines   thereafter  that  an  Employee  should  be  eligible  to
participate  in the Plan for a Plan Year, or that a Participant  should cease to
be so eligible,  in either case,  after the  commencement of the Plan Year, then
the Committee shall have the discretion to provide that such individual shall be
eligible  for a  prorated  Award,  as and to the  extent it may  determine.  The
selection of an  Executive  Officer as a  Participant  for a Plan Year shall not
entitle  such  individual  to be selected as a  Participant  with respect to any
other Plan Year.

Section 4: Awards

     4.1.  Target  Awards  and  Performance  Goals.  Within  ninety  days of the
commencement of a Plan Year, the Committee shall establish for each  Participant
for such year Target Awards and Performance Goals and weightings with respect to
one  or  more  Performance  Criteria.  Once  established  for  a  Plan  Year,  a
Participant's Target Award,  Performance Goals and weightings may not be amended
or otherwise  modified after such ninetieth day in a manner which could increase
the  amount  of  an  Award.   Notwithstanding  the  foregoing,   Target  Awards,
Performance  Criteria,  Performance Goals and weightings may vary from Plan Year
to Plan Year and Participant to Participant.

     4.2  Determination  and Payment of Awards.  The actual  Award  payable to a
Participant  will be determined by the Committee based on (i) the  Participant's
Target Award (ii) the extent to which the Performance  Goals have been achieved,
as certified in writing by the  Committee  (iii) and the  weighting  established
with  respect  to  the  applicable  Performance  Criteria.  Notwithstanding  the
foregoing,  the Committee  will have the  discretion to reduce the amount of the
Award that would otherwise be payable to a Participant. Awards will be paid in a
lump sum cash  payment as soon as  practicable  after the close of the Plan Year
for which they are made.  Except as  otherwise  provided  in Section 5, no Award
will be payable to any  Participant  who is not an  Employee  on the last day of
such Plan Year.  The Committee  may,  subject to such terms and  conditions  and
within  such  limits as it may from time to time  establish,  permit one or more
Participants to defer the receipt of amounts payable under the Plan.

     4.3.  Maximum  Awards.  The maximum Award payable to a Participant  for any
Plan Year is two million dollars ($2,000,000).

Section 5:  Termination of Employment

     5.1   Death or Disability.  If a Participant's  employment with the Company
           terminates  due to  death  or  Disability  during  a Plan  Year,  the
           Participant  or his  Beneficiary,  as the case may be, will be paid a
           prorated  Award in cash for such  year as soon as  practicable  after
           such Plan Year.

     5.2   Cause. If a  Participant's  employment with the Company is terminated
           for Cause  following the end of a Plan year, his right to the payment
           of an Award in respect of that Plan year and all other  rights  under
           this Plan will be  forfeited,  and no amount  will be paid or payable
           hereunder to or in respect of such Participant  after the date of his
           termination of employment.

Section 6: Administration

     6.1. In General.  Except as otherwise  provided in the Plan,  the Committee
will have full and complete authority, in its sole and absolute discretion,  (i)
to exercise  all of the powers  granted to it under the Plan,  (ii) to construe,
interpret and implement the Plan and any related  document,  (iii) to prescribe,
amend and rescind rules  relating to the Plan,  (iv) to make all  determinations
necessary or advisable in administering the Plan, and (v) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan.

     6.2 Determinations.  The actions and determinations of the Committee or its
designee  on all  matters  relating to the Plan and any Awards will be final and
conclusive.  Such  determinations  need  not be  uniform  and  may be made by it
selectively among persons who receive, or are eligible to receive,  Awards under
the Plan, whether or not such persons are similarly situated.

     6.3  Appointment  of Experts.  The Committee may appoint such  accountants,
counsel, and other experts as it deems necessary or desirable in connection with
the administration of the Plan.

     6.4 Books  and  Records.  The  Committee  shall  keep a record of all their
proceedings  and actions and shall  maintain all such books of account,  records
and other data as shall be necessary for the proper administration of the Plan.
     6.5  Payment  of   Expenses.   The  Company   shall  pay  all  expenses  of
administering  the  Plan,  including,   but  not  limited  to,  the  payment  of
professional and expert fees.

     6.6 Code Section 162(m). It is the intent of the Company that this Plan and
Awards  hereunder  satisfy,  and be interpreted in a manner that satisfies,  the
applicable  requirements  of Code  Section  162(m)  so that  the  Company's  tax
deduction for  remuneration in respect of such Awards is not disallowed in whole
or in part by the operation of such Code Section.  If any provision of this Plan
or of any Award would  otherwise  frustrate or conflict  with this intent,  that
provision to the extent  possible shall be interpreted  and deemed amended so as
to avoid such conflict. To the extent of any remaining  irreconcilable  conflict
with such intent, such provision shall be deemed void.

Section 7: Miscellaneous
     7.1.  Nonassignability.   No  Award  will  be  assignable  or  transferable
(including  pursuant to a pledge or security  interest) other than by will or by
laws of descent and distribution.

     7.2   Withholding Taxes. Whenever payments under the Plan are to be made or
           deferred,  the Company  will  withhold  therefrom,  or from any other
           amounts  payable  to or in  respect  of the  Participant,  an  amount
           sufficient to satisfy any  applicable  governmental  withholding  tax
           requirements related thereto.

     7.3   Amendment  or  Termination  of the Plan.  The Plan may be  amended or
           terminated by the  Committee in any respect  except that no amendment
           or  termination  may be made  after  the date on  which an  Executive
           Officer is  selected  as a  Participant  for a Plan Year which  would
           adversely  affect the rights of such Participant with respect to such
           Plan Year.

     7.4   Other  Payments  or  Awards.  Nothing  contained  in the Plan will be
           deemed in any way to limit,  restrict  or require  the  Company  from
           making or to make any award or payment to any person  under any other
           plan, arrangement or understanding, whether now existing or hereafter
           in effect.

     7.5   Payments to Other  Persons.  If payments  are legally  required to be
           made to any  person  other  than the  person  to whom any  amount  is
           payable under the Plan, such payments will be made  accordingly.  Any
           such  payment will be a complete  discharge  of the  liability of the
           Company under the Plan.

     7.6   Unfunded  Plan.  Nothing  in this Plan will  require  the  Company to
           purchase  assets or place  assets in a trust or other entity to which
           contributions  are made or otherwise to segregate  any assets for the
           purpose of satisfying any  obligations  under the Plan.  Participants
           will have no rights  under the Plan other than as  unsecured  general
           creditors of the Company.

     7.7   Limits of Liability. Neither the Company, the Committee nor any other
           person  participating in any  determination of any question under the
           Plan, or in the interpretation,  administration or application of the
           Plan,  will have any  liability  to any party for any action taken or
           not taken in good faith under the Plan.

     7.8   No Right of  Employment.  Nothing in this Plan will be  construed  as
           creating any contract of employment  or conferring  upon any Employee
           or  Participant  any right to continue in the employ or other service
           of the Company or limit in any way the right of the Company to change
           such  person's  compensation  or other  benefits or to terminate  the
           employment or other service of such person with or without Cause.

     7.9  Section  Headings.  The  section  headings  contained  herein  are for
convenience only, and in the event of any conflict, the text of the Plan, rather
than the section headings, will control.

     7.10  Invalidity.  If any  term or  provision  contained  herein  is to any
           extent  invalid  or  unenforceable,  such term or  provision  will be
           reformed so that it is valid, and such invalidity or unenforceability
           will not affect any other provision or part hereof.

     7.11  Applicable Law. The Plan will be governed by the laws of the state of
California  as  determined  without  regard to the  conflict  of law  principles

     7.12 Effective Date. Subject to the approval of the Company's shareholders,
the Plan shall be effective as of March 1, 1996.