Non-Qualified Stock Option Agreement - Countrywide Financial Corp.
COUNTRYWIDE FINANCIAL CORPORATION
PERFORMANCE VESTED
NON-QUALIFIED STOCK OPTION AGREEMENT
This "Agreement" is made as of [insert date] between Countrywide Financial
Corporation (the "Company") and you (the "Optionee"). The Option granted
pursuant to this Agreement is not intended to be treated as an incentive stock
option under section 422 of the Internal Revenue Code (the "Code").
In accordance with the Countrywide Financial Corporation 2000 Equity
Incentive Plan (the "Plan"), the Company has granted to the Optionee an Option
to purchase all or any part of the number of shares common stock, par value $.05
per share ("Option Shares"), of the Company, as set forth on the Option
Statement (the "Statement") linked electronically hereto upon the terms and
conditions described in this Agreement, the Statement and the Plan. Capitalized
terms not defined herein shall have the meaning ascribed to them in the Plan.
1. (a) GRANT AND VESTING OF OPTION. This Agreement along with the Statement
evidences the Company's grant to the Optionee on the date stated above (the
"Grant Date"), the right and Option to purchase, on the terms and conditions
described in this Agreement and in the Plan, all or any part of the number of
Option Shares of common stock, at the price per share described in the Statement
(the "Option") subject to the provisions of this Agreement and the Plan. The
Option shall become exercisable if, and only if, both (i) the employee is
employed by the Company on the vesting date and (ii) the Earnings Per Share
("EPS") goals of the Company have been attained pursuant to the following
schedule:
Cumulative Percentage of
Shares Exercisable Vesting Date* Cumulative EPS Goals
------------------------ ------------- ----------------------------------------
33% April 1, 2005 $6.00 (EPS for 2004 only)
66% April 1, 2006 $13.00 (EPS for 2004 plus 2005)
100% April 1, 2007 $20.00 (EPS for 2004,'05 plus '06)
Remaining unvested shares April 1, 2008 $27.00 (EPS for 2004, '05, '06 plus 2007
* provided Cumulative EPS Goals are achieved
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The Option shall become fully exercisable on October 1, 2008 whether or not the
Cumulative EPS Goals have been achieved. The Option shall expire at 5:00 p.m.,
central time, on the tenth anniversary of the Grant Date (the "Expiration
Date").
2. METHOD OF EXERCISE. The exercise price of an Option shall be paid in the form
of one or more of the following, as the Committee may specify, either through
the terms of this Agreement or at the time of exercise of an Option: (a) cash or
certified or cashiers' check, (b) shares of capital stock of the Company that
have been held by the Optionee for at least six (6) months, (c) other property
deemed acceptable by the Committee, or (d) any combination of (a) through (c).
3. TERMINATION OF OPTION AND ACCELERATION OF VESTING.
(a) EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. An Option shall
terminate upon or following an Optionee's termination of employment with the
Company and its Subsidiaries as follows:
(i) In the event an Optionee's employment terminates for any reason
other than death, Disability, Cause or Retirement, then the Optionee may at any
time within three (3) months after his or her termination of employment and
service as Nonemployee Director, exercise an Option to the extent, and only to
the extent, the Option or portion thereof was exercisable at the date of such
termination.
(ii) in the event the Optionee's employment terminates, other than
as a result of death or Cause, and the Optionee returns to employment with the
Company within three (3) months after the termination, the termination will have
no effect on the Option and the Optionee shall have the same number of shares
and the same vesting schedule set forth in this Agreement;
(iii) In the event the Optionee's employment terminates as a result
of Disability, then the Optionee may at any time within one (1) year after such
termination exercise such Option to the extent, and only to the extent, the
Option or portion thereof was exercisable on the date of termination.
(iv) In the event an Optionee's employment terminates for Cause, the
Option shall terminate immediately and no rights thereunder may be exercised.
(v) In the event an Optionee dies while an employee of the Company
or any Subsidiary or within three (3) months after termination as described in
clause (i) above or within one (1) year after termination as a result of
Disability as described in clause (iii) above or Retirement under clause (vi)
below, then the Option may be exercised at any time within one (1) year after
the Optionee's death by the person or persons to whom the Optionee's rights pass
by transfer or Beneficiary Designation, as the case may be, or, absent such a
transfer or Beneficiary Designation, as the case may be, by the person or
persons to whom such rights under the Option shall pass by will or the laws of
descent and distribution; provided however, that an Option may be exercised to
the extent, and only to the extent, that the Option or portion thereof was
exercisable on the date of death or earlier termination.
(vi) In the event an Optionee's employment terminates as a result of
Retirement, the Optionee may at any time within one (1) year after termination
of service by reason of
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Retirement, exercise such Options to the extent, and only to the extent, the
Options or portion thereof was exercisable at the date of such termination.
(b) EFFECT OF A CORPORATE CHANGE. In the event of a Corporate Change, (1)
all Options outstanding on the date of such Corporate Change shall become
immediately and fully exercisable and (2) an Optionee shall be permitted to
surrender for cancellation within sixty (60) days after such Corporate Change,
any Option or portion of an Option to the extent not yet exercised and the
Optionee will be entitled to receive a cash payment in an amount equal to the
excess, if any, of (x) the greater of (i) the Fair Market Value, on the date
preceding the date of surrender of the Option Shares subject to the Option or
portion thereof surrendered, or (ii) the Adjusted Fair Market Value of the
Option Shares subject to the Option or portion thereof surrendered over (y) the
aggregate purchase price for such Option Shares under the Option or portion
thereof surrendered; provided however, that in the case of an Option granted
within six (6) months prior to the Corporate Change to any Optionee who may be
subject to liability under Section 16(b) of the Exchange Act, such Optionee
shall be entitled to surrender for cancellation his or her Option during the
sixty (60) day period commencing upon the expiration of six (6) months from the
date of grant of any such Option.
4. NON-TRANSFERABILITY OF OPTION. The Option or portion thereof may be
transferable or assignable to a member or members of the Optionee's "immediate
family," as such term is defined in Rule 16a-1(e) under the Exchange Act, or to
a trust for the benefit solely of a member or members of the Optionee's
immediate family, or to a partnership or other entity whose only owners are
members of the Optionee's immediate family (such transferee being a
"Participant"), subject to the terms and conditions of the Plan. No Option
granted under the Plan, nor any interest in such Option, may be sold, assigned,
conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner ,
other than pursuant to the Beneficiary Designation, by will or the laws of
descent and distribution or pursuant to a qualified domestic relations order.
5. RIGHTS OF THE OPTIONEE. No Optionee shall be deemed for any purpose to be the
owner of any Option Shares subject to any Option unless and until (a) the Option
shall have been exercised pursuant to the terms thereof, (b) the Company shall
have issued and delivered the Option Shares to the Optionee and (c) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Option Shares
6. ADJUSTMENT. If the outstanding shares of common stock or other securities of
the Company, or both, for which an Option is then exercisable or as to which an
Option is to be settled shall at any time be changed or exchanged by declaration
of a stock dividend, stock split or reverse stock split, combination of shares,
recapitalization, or reorganization, the Committee or the Board shall
appropriately and equitably adjust the number and kind of shares of common stock
or other securities which are subject to the Plan or subject to any Options
theretofore granted, and the exercise or settlement prices of such Options, so
as to maintain the proportionate number of shares or other securities without
changing the aggregate exercise or settlement price; provided, however, that
such adjustment shall be made only to the extent that such adjustment will not
affect the status of an Option intended to qualify as "performance based
compensation"
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under Code section 162(m). If the Company recapitalizes or otherwise changes its
capital structure, or merges, consolidates, sells all of its assets or dissolves
(each of the foregoing a "Fundamental Change"), then thereafter upon any
exercise of Options theretofore granted, the Optionee or Participant shall be
entitled to purchase under such Options, in lieu of the number of shares of
common stock as to which such Options shall then be exercisable, the number and
class of shares of stock, securities, cash, property or other consideration to
which the Optionee or Participant would have been entitled pursuant to the terms
of the Fundamental Change if, immediately prior to such Fundamental Change, the
Optionee or Participant had been the holder of record of the number of shares of
common stock as to which such Option is then exercisable.
7. WITHHOLDING. Subject to limitations set forth in the Plan, the Company shall
have the right to deduct from any distribution of cash to any Optionee, an
amount equal to the federal, state and local income taxes and other amounts as
my be required by law to be withheld (the "Withholding for Taxes") with respect
to any Option. If an Optionee is entitled to receive Option Shares upon exercise
of an Option, the Optionee shall pay the Withholding for Taxes to the Company
prior to the issuance of such Option Shares. Notwithstanding the preceding
sentence, all or any portion of the taxes required to be withheld by the Company
or, if permitted by the Committee, desired to be paid by the Optionee, in
connection with the exercise of a Nonqualified Option, at the election of the
Optionee or Participant, may be paid by the Company by withholding shares of the
Company's capital stock otherwise issuable or subject to an Option, or by the
Optionee or Participant delivering previously owned shares of the Company's
capital stock, in each case having a Fair Market Value equal to the amount
required or elected to be withheld or paid. Any such election is subject to such
conditions or procedures as may be established by the Committee and may be
subject to disapproval by the Committee
8. AMENDMENTS AND TERMINATION. The Board (or a duly authorized committee of the
Board) may amend, alter or discontinue the Plan at any time but, except as
provided pursuant to the anti-dilution adjustment of the Plan, no such amendment
shall, without the approval of the stockholders of the Company: (a) increase the
maximum number of shares of common stock for which Options may be granted under
the Plan; (b) reduce the price at which Options may be granted below the price
provided for in Section 6.2 of the Plan; (c) reduce the exercise price of
outstanding Options; (d) extend the term of this Plan; (e) change the class of
persons eligible to be Participants; (f) impair the rights of any Optionee
without such holder's consent.
9. BENEFICIARY DESIGNATION. The Optionee may file with the Company a written
designation of a beneficiary or beneficiaries under the Plan on the form found
in the Benefits Bookstore on HR Cafe and may from time to time revoke or amend
any such designation. Any designation of beneficiary shall be controlling over
any other disposition, testamentary or otherwise. Designating a beneficiary to
exercise the Option at death may in some jurisdictions (e.g., California) enable
the Optionee to avoid the inclusion of Options in the Optionee's probate estate
at death. Such Options will, however, still be included in the Optionee's estate
for estate tax purposes. If the Optionee does not make any designation, then the
Optionee's Options will pass by will or by applicable laws of descent and
distribution.
10. OPTIONEE STATEMENT AND MODIFICATIONS. The Option granted to the Optionee
under this Agreement, the Grant Date, and its exercise price and vesting
schedule with respect thereto, shall be set forth on the Statement. The Optionee
hereby acknowledges and agrees that the Statement
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may be revised from time to time by the Company to reflect additional grants of
Options, exercises of Options and any permitted modifications to the Plan and
Options granted thereunder. Unless the Optionee provides written notice to the
Company's Stock Option Administrator within thirty (30) days of receipt of the
Statement at the principal office of the Company in Calabasas, California, or
such other addresses as may be communicated to the Optionee, the Statement
(including any revisions incorporated therein) shall be binding on the Optionee,
without further notice to or acknowledgment by the Optionee. If no notice is
received from the Optionee within the thirty (30) day period, then the Optionee
shall be deemed to have acknowledged that the Statement is binding with respect
to the information contained therein.
IN WITNESS WHEREOF, by clicking the Accept Button below, the Optionee
acknowledges acceptance of the terms and conditions of this Agreement.
Yes, I do accept
(Click here to view grant information. Use
your HR Cafe password to log in).
No, I do not accept
If you do not accept, your grant will be voided.
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