Originally Effective August 1, 1993
Amended and Restated Effective January 1, 1997
Copyright (C) 1997
By Compensation Resource Group, Inc.
All Rights Reserved
Countrywide Credit Industries, Inc.
Amended and Restated Deferred Compensation Plan
Master Plan Document
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TABLE OF CONTENTS
Page
Purpose 1
ARTICLE 1 Definitions............................................. 1
ARTICLE 2 Selection, Enrollment, Eligibility...................... 9
2.1 Selection by Committee.................................. 9
2.2 Enrollment Requirements................................. 9
2.3 Eligibility; Commencement of Participation............. 10
2.4 Termination of Participation and/or Deferrals.......... 10
ARTICLE 3 Deferral Commitments/Crediting/Taxes................... 10
3.1 Minimum Deferral....................................... 10
3.2 Maximum Deferral....................................... 11
3.3 Election to Defer; Effect of Election Form............. 11
3.4 Withholding of Annual Deferral Amounts................. 12
3.5 Annual Company Contribution Amount..................... 12
3.6 Stock Option Amount..................................... 13
3.7 Investment of Trust Assets.............................. 13
3.8 Source of Stock......................................... 13
3.9 Vesting................................................. 13
3.10 Crediting/Debiting of Account Balances.................. 13
3.11 FICA, Withholding and Other Taxes....................... 16
3.12 Distributions........................................... 16
ARTICLE 4 Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election................................... 16
4.1 Short-Term Payout....................................... 16
4.2 One-Time Rollover Election.............................. 17
4.3 Other Benefits Take Precedence Over Short-Term Payout... 17
4.4 Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies........................................... 17
4.5 Withdrawal Election..................................... 17
ARTICLE 5 Retirement Benefit...................................... 18
5.1 Retirement Benefit...................................... 18
5.2 Payment of Retirement Benefit........................... 18
5.3 Death Prior to Completion of Retirement Benefit......... 18
ARTICLE 6 Pre-Retirement Survivor Benefit......................... 18
6.1 Pre-Retirement Survivor Benefit......................... 18
6.2 Payment of Pre-Retirement Survivor Benefit.............. 18
ARTICLE 7 Termination Benefit..................................... 19
7.1 Termination Benefit..................................... 19
7.2 Payment of Termination Benefit.......................... 19
ARTICLE 8 Disability Waiver and Benefit........................... 20
8.1 Disability Waiver....................................... 20
8.2 Continued Eligibility; Disability Benefit............... 20
ARTICLE 9 Beneficiary Designation................................. 21
9.1 Beneficiary............................................. 21
9.2 Beneficiary Designation; Change; Spousal Consent........ 21
9.3 Acknowledgment.......................................... 21
9.4 No Beneficiary Designation.............................. 21
9.5 Doubt as to Beneficiary................................. 21
9.6 Discharge of Obligations................................ 21
ARTICLE 10 Leave of Absence........................................ 22
10.1 Paid Leave of Absence................................... 22
10.2 Unpaid Leave of Absence................................. 22
ARTICLE 11 Termination, Amendment or Modification.................. 22
11.1 Termination............................................. 22
11.2 Amendment............................................... 23
11.3 Plan Agreement.......................................... 23
11.4 Interest Rate in the Event of a Change in Control....... 23
11.5 Effect of Payment........................................23
ARTICLE 12 Administration.......................................... 24
12.1 Committee Duties........................................ 24
12.2 Agents.................................................. 24
12.3 Binding Effect of Decisions............................. 24
12.4 Indemnity of Committee.................................. 24
12.5 Employer Information.................................... 24
ARTICLE 13 Other Benefits and Agreements........................... 24
13.1 Coordination with Other Benefits........................ 24
13.2 Coordination with Other Benefit Plans................... 25
ARTICLE 14 Claims Procedures....................................... 25
14.1 Presentation of Claim................................... 25
14.2 Notification of Decision................................ 25
14.3 Review of a Denied Claim................................ 26
14.4 Decision on Review...................................... 26
14.5 Legal Action............................................ 26
ARTICLE 15 Trust................................................... 26
15.1 Establishment of the Trust.............................. 26
15.2 Interrelationship of the Plan and the Trust............. 27
15.3 Distributions From the Trust............................ 27
15.4 Stock Transferred to the Trust.......................... 27
ARTICLE 16 Miscellaneous........................................... 27
16.1 Status of Plan.......................................... 27
16.2 Unsecured General Creditor.............................. 27
16.3 Employer's Liability.................................... 27
16.4 Nonassignability........................................ 28
16.5 Not a Contract of Employment............................ 28
16.6 Furnishing Information.................................. 28
16.7 Terms................................................... 28
16.8 Captions................................................ 28
16.9 Governing Law........................................... 28
16.10 Notice.................................................. 28
16.11 Successors.............................................. 29
16.12 Spouse's Interest....................................... 29
16.13 Validity................................................ 29
16.14 Incompetent............................................. 29
16.15 Court Order............................................. 29
16.16 Distribution in the Event of Taxation................... 30
16.17 Insurance............................................... 30
16.18 Legal Fees To Enforce Rights After Change in Control.... 30
Countrywide Credit Industries, Inc.
Amended and Restated Deferred Compensation Plan
Master Plan Document
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COUNTRYWIDE CREDIT INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
Originally Effective August 1, 1993
Amended and Restated Effective January 1, 1998
Purpose
The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of Countrywide
Credit Industries, a Delaware corporation, and its subsidiaries, if any, that
sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes
of Title I of ERISA.
ARTICLE 1
Definitions
For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings: 1.1 "Account Balance" shall mean, with respect to a Participant, a
credit on the records of the Employer equal
to the sum of (i) the Deferral Account balance, (ii) the vested Company
Contribution Account balance and (iii) the Stock Option Account
balance. The Account Balance, and each other specified account balance,
shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid
to a Participant, or his or her designated Beneficiary, pursuant to
this Plan.
1.2 "Annual Bonus" shall mean any compensation, in addition to Base Annual
Salary, paid during any Plan Year, whether or not relating to services
performed in such Plan Year, payable to a Participant as an Employee
under any Employer's annual bonus and cash incentive plans, excluding
stock options.
1.3 "Annual Company Contribution Amount" shall mean, for any one Plan Year,
the amount determined in accordance with Section 3.5.
1.4 "Annual Deferral Amount" shall mean that portion of a Participant's
Base Annual Salary and Annual Bonus that a Participant elects to have,
and is deferred, in accordance with Article 3, for any one Plan Year.
In the event of a Participant's Retirement, Disability (if deferrals
cease in accordance with Section 8.1), death or a Termination of
Employment prior to the end of a Plan Year, such year's Annual Deferral
Amount shall be the actual amount withheld prior to such event.
1.5 "Annual Stock Option Amount" shall mean, with respect to a Participant
for any one Plan Year, the amount of Qualifying Gains deferred on
Eligible Stock Option exercise in accordance with Section 3.6 of this
Plan, calculated using the closing price of Stock as of the end of the
business day closest to the date of such Eligible Stock Option exercise
1.6 "Base Annual Salary" shall mean the annual cash compensation relating
to services performed during any Plan Year, whether or not paid in such
Plan Year or included on the Federal Income Tax Form W-2 for such Plan
Year, excluding bonuses, commissions, overtime, fringe benefits, stock
options, relocation expenses, incentive payments, non-monetary awards,
directors fees and other fees, automobile and other allowances paid to
a Participant for employment services rendered (whether or not such
allowances are included in the Employee's gross income). Base Annual
Salary shall be calculated before reduction for compensation
voluntarily deferred or contributed by the Participant pursuant to all
qualified or non-qualified plans of any Employer and shall be
calculated to include amounts not otherwise included in the
Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to
the extent that, had there been no such plan, the amount would have
been payable in cash to the Employee.
1.7 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 9, that are entitled to
receive benefits under this Plan upon the death of a Participant.
1.8 "Beneficiary Designation Form" shall mean the form established from
time to time by the Committee that a Participant completes, signs and
returns to the Committee to designate one or more Beneficiaries.
1.9 "Board" shall mean the board of directors of the Company.
1.10 "Bonus Rate" shall mean, with respect to amounts deemed invested in the
Moody's Bond Index Measurement Fund for a Plan Year, an interest rate,
if any, determined by the Committee, in its sole discretion, which rate
shall be determined and announced before the commencement of the Plan
Year for which the rate applies. This rate may be zero for any Plan
Year.
1.11 "Change in Control" shall mean the first to occur of any of the
following events:
(a) An acquisition (other than directly from Employer) of any common stock
or other "Voting Securities" (as hereinafter defined) of Employer by
any "Person" (as the term person is used for purposes of Section 13(d)
or 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), immediately after which such Person has "Beneficial
Ownership" (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty five percent (25%) or more of the then
outstanding shares of Employer's common stock or the combined voting
power of Employer's then outstanding Voting Securities; provided,
however, in determining whether a Change in Control has occurred,
Voting Securities which are acquired in a "Non-Control Acquisiton" (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 Acquistion" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by (A)
Employer or (B) any corporation or other Person of which a majority of
its voting power or its voting equity securities or equity interest is
owned, directly or indirectly, by Employer (for purposes of this
definition, a "Subsidiary"), (ii) Employer or any of its Subsidiaries,
or (iii) any Person in connection with a "Non-Control Transaction" (as
hereinafter defined);
(b) The individuals who, as of September 13, 1996, are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at
least two-thirds of the members of the Board; provided, however, that
if the election, or nomination for election by Employer's common
stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for
purposes of this Agreement, be considered as a member of the Incumbent
Board; provided further, however, that no individual shall be
considered a member of the Incumbent Board if such individual
initially assumed office as a result of either an actual or threatened
"Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board (a "Proxy
Contest') including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest; or
(c) The consummation of:
(i) A merger, consolidation or reorganization involving Employer, unless
such merger, consolidation or reorganization is a "Non-Control
Transaction." A "Non-Control Transaction" shall mean a merger,
consolidation or reorganization of Employer where:
(A) the stockholders of Employer, immediately before such merger,
consolidation or reorganization, own directly or indirectly
immediately following such merger, consolidation or reorganization, at
least seventy percent (70%) of the combined voting power of the
outstanding Voting Securities of the corporation resulting from such
merger, consolidation or reorganization (the "Surviving Corporation")
in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger, consolidation or
reorganization;
(B) the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least two-thirds of the
members of the Board of Directors of the Surviving Corporation, in the
event that, immediately following the consummation of such
transaction, a corporation beneficially owns, directly or indirectly,
a majority of the Voting Securities of the Surviving Corporation, the
Board of Directors of such corporation; and
(C) no Person other than (i) Employer, (ii) any Subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained
by Employer, the Surviving Corporation, or any Subsidiary, or (iv) any
Person who, immediately prior to such merger, consolidation or
reorganization had Beneficial Ownership of twenty five percent (25%)
or more of the then outstanding Voting Securities or common stock of
Employer, has Beneficial Ownership of twenty five (25%) or more of the
combined voting power of the Surviving Corporation's then outstanding
Voting Securities or its common stock;
(ii) A complete liquidation or dissolution of Employer; or
(iii) The sale or other disposition of all or substantially
all of the assets of Employer to any Person (other
than a transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur solely because any Person (the "Subject
Person") acquired Beneficial Ownership of more than the
permitted amount of the then outstanding common stock or
Voting Securities as a result of the acquisition of common
stock or Voting Securities by Employer which, by reducing the
number of shares of common stock or Voting Securities then
outstanding, increases the proportional number of shares
Beneficially Owned by the Subject Persons; provided, however,
that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of common
stock or Voting Securities by Employer, and after such share
acquisition by Employer, the Subject Person becomes the
Beneficial Owner of any additional common stock or Voting
Securities which increases the percentage of the ten
outstanding common stock or Voting Securities Beneficially
Owned by the Subject Person, then a Change in Control shall
occur."
1.12 "Claimant" shall have the meaning set forth in Section 14.1.
1.13 "Code" shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.
1.14 "Committee" shall mean the committee described in Article 12.
1.15 "Company" shall mean Countrywide Credit Industries, Inc., a Delaware
corporation, and any successor to all
or substantially all of the Company's assets or business.
1.16 "Company Contribution Account" shall mean (i) the sum of the
Participant's Annual Company Contribution Amounts, plus (ii) amounts
credited in accordance with all the applicable crediting provisions of
this Plan that relate to the Participant's Company Contribution
Account, less (iii) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Participant's
Company Contribution Account.
1.17 "Company Stock Index Measurement Fund" shall have the meaning set forth in
Section 3.10(a)(ii). 1.18 "Crediting Rate" shall mean, with respect to amounts
deemed invested in the Moody's Bond Index Measurement
Fund for a Plan Year, an interest rate, stated as an annual rate,
determined and announced by the Committee before the Plan Year for
which it is to be used, that is equal to the applicable "Moody's Rate."
The Moody's Rate for a Plan Year shall be an interest rate, stated as
an annual rate, that (i) is published in Moody's Bond Record under the
heading of "Moody's Corporate Bond Yield Averages--Av. Corp." and (ii)
is equal to the average corporate bond yield calculated for the month
of December that immediately precedes the Plan Year for which the rate
is to be used.
1.19 "Deduction Limitation" shall mean the following described limitation on
a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation
shall be applied to all distributions that are "subject to the
Deduction Limitation" under this Plan. If an Employer determines in
good faith prior to a Change in Control that there is a reasonable
likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by
reason of the limitation under Code Section 162(m), then to the extent
deemed necessary by the Employer to ensure that the entire amount of
any distribution to the Participant pursuant to this Plan prior to the
Change in Control is deductible, the Employer may defer all or any
portion of a distribution under this Plan. Any amounts deferred
pursuant to this limitation shall continue to be credited/debited with
additional amounts in accordance with Section 3.11 below, even if such
amount is being paid out in installments. The amounts so deferred and
amounts credited thereon shall be distributed to the Participant or his
or her Beneficiary (in the event of the Participant's death) at the
earliest possible date, as determined by the Employer in good faith, on
which the deductibility of compensation paid or payable to the
Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m), or if
earlier, the effective date of a Change in Control. Notwithstanding
anything to the contrary in this Plan, the Deduction Limitation shall
not apply to any distributions made after a Change in Control.
1.20 "Deferral Account" shall mean (i) the sum of all of a Participant's
Annual Deferral Amounts, plus (ii) amounts credited in accordance with
all the applicable crediting provisions of this Plan that relate to the
Participant's Deferral Account, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that
relate to his or her Deferral Account.
1.21 "Disability" shall mean a period of disability during which a
Participant qualifies for permanent disability benefits under the
Participant's Employer's long-term disability plan, or, if a
Participant does not participate in such a plan, a period of disability
during which the Participant would have qualified for permanent
disability benefits under such a plan had the Participant been a
participant in such a plan, as determined in the sole discretion of the
Committee. If the Participant's Employer does not sponsor such a plan,
or discontinues to sponsor such a plan, Disability shall be determined
by the Committee in its sole discretion.
1.22 "Disability Benefit" shall mean the benefit set forth in Article 8.
1.23 "Election Form" shall mean the form established from time to time by
the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.
1.24 "Eligible Employee" shall mean an employee whose base salary is at
least $100,000 or such greater amount
as may be determined by the Committee from time to time.
1.25 "Eligible Stock Option" shall mean, prior to July 27, 1997, one or more
non-qualified stock option(s) selected by the Committee in its sole
discretion.
1.26 "Employee" shall mean a person who is an employee of any Employer and
who is compensated through the
payroll system.
1.27 "Employer(s)" shall mean the Company and/or any of its subsidiaries
(now in existence or hereafter formed or acquired) that have adopted
the Plan by having one or more Employees participating in the Plan.
1.28 "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to
time.
1.29 "First Plan Year" shall mean the period beginning August 1, 1993 and ending
February 28, 1994. 1.30 "Measurement Fund" shall have the meaning set forth in
Section 3.10(a). 1.31 "Monthly Installment Method" shall be a monthly
installment payment(s) over the number of months selected
by the Participant in accordance with this Plan, calculated as follows:
(a) The portion of the Account Balance deemed invested in the
Moody's Bond Index Measurement Fund (the "Moody's Fund Account
Balance") shall have interest credited and compounded
commencing on the first day of the month after a Participant
terminates employment using a fixed interest rate that is
determined by averaging the Preferred Rates for the current
Plan year and the four (4) preceding Plan Years. If a
participant has completed fewer than five (5) Plan Years, this
average shall be determined using the Crediting Rate for the
Plan Years during which the Participant participated in the
Plan.
(b) The portion of the Account Balance deemed invested in the Company
Stock Index Measurement Fund ("Stock Fund Account Balance") shall be
calculated as of the close of business three business days prior to
the last business day of the month. The monthly installment shall be
calculated by multiplying this balance by a fraction, the numerator of
which is one, and the denominator of which is the remaining number of
monthly payments due the Participant. By way of example, if the
Participant elects a 120 month Monthly Installment Method, the first
payment shall be 1/120 of the Stock Fund Account Balance, calculated
as described in this definition. The following month, the payment
shall be 1/119 of the Stock Fund Account Balance, calculated as
described in this definition. Each monthly installment shall be paid
on or as soon as practicable after the last business day of the
applicable month; and
1.32 "Moody's Bond Index Measurement Fund" shall have the meaning set forth
in Section 3.10(a)(i).
1.33 "Participant" shall mean any Eligible Employee: (i) who is selected to
participate in the Plan, (ii) who
elects to participate in the Plan, (iii) who signs a Plan Agreement, an
Election Form and a Beneficiary Designation Form, (iv) whose signed
Plan Agreement, Election Form and Beneficiary Designation Form are
accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose Plan Agreement has not terminated. A spouse or former
spouse of a Participant shall not be treated as a Participant in the
Plan or have an account balance under the Plan, even if he or she has
an interest in the Participant's benefits under the Plan as a result of
applicable law or property settlements resulting from legal separation
or divorce.
1.34 "Plan" shall mean the Company's Amended and Restated Deferred
Compensation Plan, which shall be evidenced by this instrument and by
each Plan Agreement, as they may be amended from time to time.
1.35 "Plan Agreement" shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than
one Plan Agreement, the Plan Agreement bearing the latest date of
acceptance by the Employer shall supersede all previous Plan Agreements
in their entirety and shall govern such entitlement. The terms of any
Plan Agreement may be different for any Participant, and any Plan
Agreement may provide additional benefits not set forth in the Plan or
limit the benefits otherwise provided under the Plan; provided,
however, that any such additional benefits or benefit limitations must
be agreed to by both the Employer and the Participant.
1.36 "Plan Year" shall, except for the First Plan Year, mean a period
beginning March 1 of each calendar year
and continuing through February 28 of such calendar year.
1.37 "Preferred Rate" shall mean, for amounts deemed invested in the Moody's
Bond Index Measurement Fund for a Plan Year, an interest rate that is
the sum of the Crediting Rate and the Bonus Rate for that Plan Year.
1.38 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6. 1.39 "Qualifying Gain" shall mean the value accrued upon exercise of
an Eligible Stock Option (i) using a
Stock-for-Stock payment method and (ii) having an aggregate fair market
value in excess of the total Stock purchase price necessary to exercise
the option. In other words, the Qualifying Gain upon exercise of an
Eligible Stock Option equals the total market value of the shares (or
share equivalent units) acquired minus the total stock purchase price.
For example, assume a Participant elects to defer the Qualifying Gain
accrued upon exercise of an Eligible Stock Option to purchase 1000
shares of Stock at an exercise price of $20 per share, when Stock has a
current fair market value of $25 per share. Using the Stock-for-Stock
payment method, the Participant would deliver 800 shares of Stock
(worth $20,000) to exercise the Eligible Stock Option and receive, in
return, 800 shares of Stock plus a Qualifying Gain (in this case, in
the form of an unfunded and unsecured promise to pay money or property
in the future) equal to $5,000 (i.e., the current value of the
remaining 200 shares of Stock).
1.40 "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
Employee, severance from employment from all Employers for any reason
other than a leave of absence, death or Disability on or after the
earlier of the attainment of (a) age sixty-five (65) or (b) age
fifty-five (55) with ten (10) Years of Service.
1.41 "Retirement Benefit" shall mean the benefit set forth in Article 5.
1.42 "Short-Term Payout" shall mean the payout set forth in Section 4.1.
1.43 "Stock" shall mean Countrywide Credit Industries, Inc. common stock,
$0.05 par value, or any other equity
securities of the Company designated by the Committee.
1.44 "Stock Option Account" shall mean the sum of (i) the Participant's
Annual Stock Option Amounts, plus (ii) amounts credited/debited in
accordance with all the applicable crediting/debiting provisions of
this Plan that relate to the Participant's Stock Option Account, less
(iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to the Participant's
Stock Option Account.
1.45 "Stock Option Amount" shall mean, for any Eligible Stock Option, the
amount of Qualifying Gains deferred in accordance with Section 3.7 of
this Plan, calculated using the average of the high and low price of
Stock as of the business day closest to the date of exercise of such
Eligible Stock Option.
1.46 "Termination Benefit" shall mean the benefit set forth in Article 7.
1.47 "Termination of Employment" shall mean the severing of employment with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence.
1.48 "Trust" shall mean one or more trusts established pursuant to that
certain Master Trust Agreement, dated as of August 1, 1993 between the
Company and the trustee named therein, as amended from time to time.
1.49 "Unforeseeable Financial Emergency" shall mean an unanticipated
emergency that is caused by an event beyond the control of the
Participant that would result in severe financial hardship to the
Participant resulting from (i) a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, (ii) a
loss of the Participant's property due to casualty, or (iii) such other
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.
1.50 "Years of Plan Participation" shall mean the total number of full Plan
Years a Participant has been a Participant in the Plan prior to his or
her Termination of Employment (determined without regard to whether
deferral elections have been made by the Participant for any Plan
Year). Any partial year shall not be counted. Notwithstanding the
previous sentence, a Participant's first Plan Year of participation
shall be treated as a full Plan Year for purposes of this definition,
even if it is only a partial Plan Year of participation.
1.51 "Years of Service" shall mean the total number of full years in which a
Participant has been employed by one or more Employers. For purposes of
this definition, a year of employment shall be a 365 day period (or 366
day period in the case of a leap year) that, for the first year of
employment, commences on the Employee's date of hiring and that, for
any subsequent year, commences on an anniversary of that hiring date.
Any partial year of employment shall not be counted.
Countrywide Credit Industries, Inc.
Supplemental Executive Retirement Plan
Plan Document
1998 Amendment and Restatement
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24
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ARTICLE 2
Selection, Enrollment, Eligibility
2.1 Selection by Committee. Participation in the Plan shall be limited to a
select group of management and highly compensated Employees of the
Employers, as determined by the Committee in its sole discretion. From
that group, the Committee shall select, in its sole discretion,
Employees to participate in the Plan.
2.2 Enrollment Requirements. As a condition to participation, each selected
Employee shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form, all
within 30 days after he or she is selected to participate in the Plan.
In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are
necessary.
2.3 Eligibility; Commencement of Participation. Provided an Employee
selected to participate in the Plan has met all enrollment requirements
set forth in this Plan and required by the Committee, including
returning all required documents to the Committee within the specified
time period, that Employee shall commence participation in the Plan on
the first day of the month following the month in which the Employee
completes all enrollment requirements. If an Employee fails to meet all
such requirements within the period required, in accordance with
Section 2.2, that Employee shall not be eligible to participate in the
Plan until the first day of the Plan Year following the delivery to and
acceptance by the Committee of the required documents.
2.4 Termination of Participation and/or Deferrals. If the Committee
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees,
as membership in such group is determined in accordance with Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall have the
right, in its sole discretion, to (i) terminate any deferral election
the Participant has made for the remainder of the Plan Year in which
the Participant's membership status changes, (ii) prevent the
Participant from making future deferral elections and/or (iii)
immediately distribute the Participant's then Account Balance as a
Termination Benefit and terminate the Participant's participation in
the Plan.
ARTICLE 3
Deferral Commitments/Crediting/Taxes
3.1 Minimum Deferrals.
(a) Base Annual Salary and Annual Bonus. Subject to Section 3.3
below, for each Plan Year, a Participant may elect to defer
Base Annual Salary (to the extent it exceeds the amount stated
in section 401(a)(17) of the Code) and Annual Bonus, provided
that the amounts so elected for that Plan Year total, in the
aggregate, at least $2,000. If no election is made, the amount
deferred shall be zero.
(b) Short Plan Year. If a Participant first becomes a Participant
after the first day of a Plan Year, or in the case of the
first Plan Year of the Plan itself, the minimum Base Annual
Salary deferral shall be an amount equal to $2,000, multiplied
by a fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the denominator
of which is 12.
(c) Stock Option Amount. For each Eligible Stock Option, a
Participant may elect to defer, as his or her Stock Option
Amount, the following minimum percentage of Qualifying Gain
with respect to exercise of the Eligible Stock Option:
Deferral Minimum
Qualifying Gain 10%
provided, however, that such Stock Option Amount shall be no
less than the lesser of $20,000 or 100% of such Qualifying
Gain.
3.2 Maximum Deferral
(a) Base Annual Salary and Annual Bonus. For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral
Amount, Base Annual Salary and Annual Bonus up to the
following maximum percentages for each deferral elected:
Maximum
Deferral Amount
Base Annual Salary 50%
Annual Bonus 100%
(b) Notwithstanding the foregoing, if a Participant first becomes
a Participant after the first day of a Plan Year, or in the
case of the first Plan Year of the Plan itself, the maximum
Annual Deferral Amount, with respect to Base Annual Salary and
Annual Bonus shall be limited to the amount of compensation
not yet earned by the Participant as of the date the
Participant submits a Plan Agreement and Election Form to the
Committee for acceptance.
(c) For each Eligible Stock Option, a Participant may elect to
defer, as his or her Stock Option Amount, Qualifying Gain up
to the following maximum percentage with respect to exercise
of the Eligible Stock Option:
Maximum
Deferral Percentage
Qualifying Gain 100%
(d) Stock Option Amounts may also be limited by other terms or
conditions set forth in the stock option plan or agreement
under which such options are granted.
3.3 Election to Defer; Effect of Election Form.
(a) First Plan Year. In connection with a Participant's
commencement of participation in the Plan, the Participant
shall make an irrevocable deferral election for the Plan Year
in which the Participant commences participation in the Plan,
along with such other elections as the Committee deems
necessary or desirable under the Plan. For these elections to
be valid, the Election Form must be completed and signed by
the Participant, timely delivered to the Committee (in
accordance with Section 2.2 above) and accepted by the
Committee.
(b) Subsequent Plan Years. For each succeeding Plan Year, an
irrevocable deferral election for that Plan Year, and such
other elections as the Committee deems necessary or desirable
under the Plan, shall be made by timely delivering to the
Committee, in accordance with its rules and procedures, before
(i) the end of the Plan Year preceding the Plan Year for which
the election is made for deferral of Base Annual Salary, and
(ii) the end of the calendar year preceding the Plan Year in
which an Annual Bonus is payable, a new Election Form. If no
such Election Form is timely delivered for a Plan Year, the
Annual Deferral Amount shall be zero for that Plan Year.
(c) Stock Option Deferral. For an election to defer gain upon an Eligible
Stock Option exercise to be valid: (i) a separate Election Form must
be completed and signed by the Participant with respect to the
Eligible Stock Option; (ii) the Election Form must be timely delivered
to the Committee and accepted by the Committee at least six (6) months
prior to the date the Participant elects to exercise the Eligible
Stock Option; provided, however, that, effective January 1, 1998, the
Election Form must be timely delivered to the Committee and accepted
by the Committee at least twelve (12) months prior to the date the
Participant elects to exercise the Eligible Stock Option, or prior to
the date the Participant becomes vested with respect to the Eligible
Stock Option, whichever is later; (iii) the Eligible Stock Option must
be exercised using an actual or phantom Stock-for-Stock payment
method; and (iv) the Stock actually or constructively delivered by the
Participant to exercise the Eligible Stock Option must have been owned
by the Participant during the entire six (6) month period prior to its
delivery.
3.4 Withholding of Annual Deferral Amounts. For each Plan Year, the Base
Annual Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Base Annual Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in
Base Annual Salary. The Annual Bonus portion of the Annual Deferral
Amount shall be withheld at the time the Annual Bonus is or otherwise
would be paid to the Participant.
3.5 Annual Company Contribution Amount. For each Plan Year, an Employer, in
its sole discretion, may, but is not required to, credit any amount it
desires to any Participant's Company Contribution Account under this
Plan, which amount shall be for that Participant the Annual Company
Contribution Amount for that Plan Year. The amount so credited to a
Participant may be smaller or larger than the amount credited to any
other Participant, and the amount credited to any Participant for a
Plan Year may be zero, even though one or more other Participants
receive an Annual Company Contribution Amount for that Plan Year. The
Annual Company Contribution Amount, if any, shall be credited as of the
first day of the Plan Year. If a Participant is not employed by an
Employer as of the last day of a Plan Year other than by reason of his
or her Retirement or death while employed, the Annual Company
Contribution Amount and applicable interest for that Plan Year shall be
prorated as to the date of his or her Termination of Employment.
3.6 Stock Option Amount. Subject to any terms and conditions imposed by the
Committee, Participants may elect to defer, under the Plan, Qualifying
Gains attributable to an Eligible Stock Option exercise. Stock Option
Amounts shall be credited/debited to the Participant on the books of
the Employer at the time Stock would otherwise have been delivered to
the Participant pursuant to the Eligible Stock Option exercise, but for
the election to defer.
3.7 Investment of Trust Assets. The Trustee of the Trust shall be
authorized, upon written instructions received from the Committee or
investment manager appointed by the Committee, to invest and reinvest
the assets of the Trust in accordance with the applicable Trust
Agreement, including the disposition of Stock and reinvestment of the
proceeds in one or more investment vehicles designated by the
Committee.
3.8 Sources of Stock. If Stock is credited under the Plan in the Trust
pursuant to Section 3.6 in connection with an Eligible Stock Option
exercise, the shares so credited shall be deemed to have originated,
and shall be counted against the number of shares reserved, under such
other plan, program or arrangement.
3.9 Vesting. Except as provided in Section 7.1, a Participant shall at
all times be 100% vested in his or
her Deferral Account and Stock Option Account.
3.10 Crediting/Debiting of Account Balances. In accordance with, and subject
to, the rules and procedures that are established from time to time by
the Committee, in its sole discretion, amounts shall be credited or
debited to a Participant's Account Balance in accordance with the
following rules: (a) Measurement Funds. As provided below, the
Participant's Account Balance shall be deemed
invested in one or more of the following measurement funds
(the "Measurement Funds") for the purpose of crediting or
debiting additional amounts to his or her Account Balance:
(i) Moody's Bond Index Measurement Fund. Amounts
deemed invested in the Moody's Bond Index
Measurement Fund shall be credited with
interest at the Preferred Rate, except as
otherwise provided in this Plan, which rate
shall be treated as the nominal rate for
crediting interest on such amounts.
(ii) Company Stock Index Measurement Fund.
Amounts deemed invested in the Company Stock
Index Measurement Fund shall be credited or
debited, based on the performance of the
Company's Stock, as if 100% of such amounts
had been invested in whole or fractional
shares of Stock, with any dividends declared
deemed reinvested in additional whole or
fractional shares of Stock.
As necessary, the Committee may, in its sole discretion,
discontinue, substitute or add a Measurement Fund. Each such
action will take effect as of the first day of the calendar
quarter that follows by thirty (30) days the day on which the
Committee gives Participants advance written notice of such
change.
(b) Measurement Funds for Base Annual Salary Account, Annual Bonus
Account and Company Contribution Account. A Participant's Base
Annual Salary Account, Annual Bonus Account and Company
Contribution Account must be deemed invested in the Moody's
Bond Index Measurement Fund at all times prior to any
distribution of benefits under Articles 4, 5, 6, 7 or 8.
(c) Measurement Funds for Stock Option Deferral Account. A Participant's
Stock Option Deferral Account may be deemed invested in either the
Moody's Bond Index Measurement Fund or the Company Stock Index
Measurement Fund during the time prior to any distribution of benefits
under Articles 4, 5, 6, 7 or 8, in accordance with the following
rules. Each Stock Option Deferral Amount of a Participant must be
deemed invested in the Company Stock Index Measurement Fund during the
period beginning on the date such Amount is first credited to the
Participant's Stock Option Deferral Account and ending six (6) full
calendar months thereafter. Notwithstanding the foregoing, commencing
with the first calendar quarter that follows the end of such six month
period, and continuing thereafter for each subsequent calendar quarter
in which the Participant participates in the Plan, but no later than
the next to last business day of the calendar quarter, the Participant
may (but is not required to) irrevocably elect, by submitting an
Election Form to the Committee that is accepted by the Committee, to
have all or a portion of such Stock Option Deferral Amount reallocated
to and deemed invested in the Moody's Bond Index Measurement Fund. If
an election is made in accordance with the previous sentence, it shall
apply to such portion of such Stock Option Deferral Amount for the
next calendar quarter and continue thereafter for each subsequent
calendar quarter in which the Participant participates in the Plan.
Stock Option Deferral Amounts transferred to the Moody's Bond Index
Measurement Fund may never be reallocated back to the Company Stock
Index Measurement Fund.
(d) Crediting or Debiting Method. The performance of each elected
Measurement Fund (either positive or negative) will be
determined by the Committee, in its sole discretion, based on
the performance of the Measurement Funds themselves and, for
amounts deemed invested in the Moody's Bond Index Measurement
Fund, whether the Crediting Rate or Preferred Rate is in
effect for a Participant.
(e) Moody's Bond Index Measurement Fund Crediting/Debiting Method. Except
as otherwise provided below, a Participant's Moody's Fund Account
Balance shall be credited and compounded annually at the Preferred
Rate. For purposes of this crediting and compounding (i) all amounts
deferred during the Plan Year and originally deemed invested in the
Moody's Bond Index Measurement Fund shall be treated as having been
deferred on the first day of the month in which an amount is deferred;
and (ii) amounts reallocated from the Company Stock Index Measurement
Fund to the Moody's Bond Index Measurement Fund in accordance with
Section 3.10(c) above shall be deemed invested in the Moody's Bond
Index Measurement Fund as of the date of such reallocation. In the
event of Retirement, Disability, death, or a Termination of Employment
prior to the end of a Plan Year, the basis for that year's interest
crediting will be a fraction of the full year's interest based on the
number of full months that the Participant was employed with the
Employer during the Plan Year prior to the occurrence of such event.
If one or more Short-Term Payouts are made, for purposes of crediting
interest, the Moody's Fund Account Balance shall be reduced as of the
date of the Preretirement Distribution is made. In the event of a
Termination of Employment, interest shall be credited at a rate
provided for in Section 7.1.
(f) Company Stock Index Measurement Fund Crediting/Debiting Method. A
Participant's Stock Fund Account Balance shall be credited or debited
on a daily basis based on the performance of the Company Stock Index
Measurement Fund selected by the Participant, when applicable, and the
crediting rate in effect as determined by the Committee in its sole
discretion, as though (i) a Participant's Stock Fund Account Balance
were invested in the Company Stock Index Measurement Fund in the
percentages applicable to such calendar quarter, as of the close of
business on the first business day of such calendar quarter, at the
closing price on such date; (ii) the Participant's Annual Stock Option
Amount(s) were credited to his or her Stock Option Account no later
than the close of business on the third business day after the day on
which the Eligible Stock Option was exercised or otherwise disposed
of; and (iii) any distribution made to a Participant that decreases
such Participant's Stock Fund Account Balance ceased being invested in
the Company Stock Index Measurement Fund, in the percentages
applicable to such calendar quarter, no earlier than three business
days prior to the distribution, at the closing price on such date.
(g) No Actual Investment. Notwithstanding any other provision of this Plan
that may be interpreted to the contrary, the Measurement Funds are to
be used for measurement purposes only, and a Participant's election of
any such Measurement Fund, the allocation to his or her Account
Balance thereto, the calculation of additional amounts and the
crediting or debiting of such amounts to a Participant's Account
Balance shall not be considered or construed in any manner as an
actual investment of his or her Account Balance in any such
Measurement Fund. In the event that the Company or the Trustee (as
that term is defined in the Trust), in its own discretion, decides to
invest funds in any or all of the Measurement Funds, no Participant
shall have any rights in or to such investments themselves. Without
limiting the foregoing, a Participant's Account Balance shall at all
times be a bookkeeping entry only and shall not represent any
investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the
Company.
3.11 FICA and Other Taxes.
(a) Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Participant's Employer(s) shall withhold from that portion of
the Participant's Base Annual Salary and Annual Bonus that is
not being deferred, in a manner determined by the Employer(s),
the Participant's share of FICA and other employment taxes on
such Annual Deferral Amount. If necessary, the Committee may
reduce the Annual Deferral Amount in order to comply with this
Section 3.11.
(b) Annual Stock Option Amounts. For each Plan Year in which an
Annual Stock Option Amount is being first withheld from a
Participant, the Participant's Employer(s) shall withhold from
that portion of the Participant's Base Annual Salary, Annual
Bonus and Qualifying Gains that are not being deferred, in a
manner determined by the Employer(s), the Participant's share
of FICA and other employment taxes on such Annual Stock Option
Amount. If necessary, the Committee may reduce the Annual
Stock Option Amount in order to comply with this Section 3.11.
3.12 Distributions. The Participant's Employer(s), or the trustee of the
Trust, shall withhold from any payments made to a Participant under
this Plan all federal, state and local income, employment and other
taxes required to be withheld by the Employer(s), or the trustee of the
Trust, in connection with such payments, in amounts and in a manner to
be determined in the sole discretion of the Employer(s) and the trustee
of the Trust.
ARTICLE 4
Short-Term Payout; Unforeseeable Financial Emergencies;
Withdrawal Election
4.1 Short-Term Payout. In connection with each election to defer an Annual
Deferral Amount, a Participant may irrevocably elect to receive a
future "Short-Term Payout" from the Plan with respect to such Annual
Deferral Amount. Subject to the Deduction Limitation, the Short-Term
Payout shall be a lump sum payment in an amount that is equal to the
Annual Deferral Amount plus amounts credited or debited in the manner
provided in Section 3.10 above on that amount, determined at the time
that the Short-Term Payout becomes payable. Subject to the Deduction
Limitation and the other terms and conditions of this Plan, each
Short-Term Payout elected shall be paid out during a period beginning
1 day and ending 60 days after the last day of any Plan Year
designated by the Participant that is at least five Plan Years after
the Plan Year in which the Annual Deferral Amount is actually
deferred. By way of example, if a five year Short-Term Payout is
elected for Annual Deferral Amounts that are deferred in the Plan Year
commencing March 1, 1997, the five year Short-Term Payout would become
payable during a 60 day period commencing March 1, 2002.
4.2 One-Time Rollover Election. Notwithstanding Section 4.1, a Participant
may make a one-time election to change a Short-Term Payout from the
Plan with respect to an Annual Deferral Amount to a Retirement Payout;
provided, that such election occur at least one year in advance of the
first day of the Plan Year for which such Short-Term Payout is payable.
By way of example, a Short-Term Payout that becomes payable during a
60-day period commencing March 1, 2002, may be changed to a Retirement
Payout if the election to defer is made prior to March 1, 2001.
4.3 Other Benefits Take Precedence Over Short-Term. Should an event occur
that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
Amount, plus amounts credited or debited thereon, that is subject to a
Short-Term Payout election under Section 4.1 shall not be paid in
accordance with Section 4.1 but shall be paid in accordance with the
other applicable Article.
4.4 Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.
If the Participant experiences an Unforeseeable Financial Emergency,
the Participant may petition the Committee to (i) suspend any deferrals
required to be made by a Participant and/or (ii) receive a partial or
full payout from the Plan. The payout shall not exceed the lesser of
the Participant's Account Balance, calculated as if such Participant
were receiving a Termination Benefit, or the amount reasonably needed
to satisfy the Unforeseeable Financial Emergency. If, subject to the
sole discretion of the Committee, the petition for a suspension and/or
payout is approved, suspension shall take effect upon the date of
approval and any payout shall be made within 60 days of the date of
approval. The payment of any amount under this Section 4.4 shall not be
subject to the Deduction Limitation.
4.5 Withdrawal Election. A Participant (or, after a Participant's death,
his or her Beneficiary) may elect, at any time, to withdraw all of his
or her Account Balance, calculated as if there had occurred a
Termination of Employment as of the day of the election, less a
withdrawal penalty equal to 10% of such amount (the net amount shall be
referred to as the "Withdrawal Amount"). This election can be made at
any time, before or after Retirement, Disability, death or Termination
of Employment, and whether or not the Participant (or Beneficiary) is
in the process of being paid pursuant to an installment payment
schedule. If made before Retirement, Disability or death, a
Participant's Withdrawal Amount shall be his or her Account Balance
calculated as if there had occurred a Termination of Employment as of
the day of the election. No partial withdrawals of the Withdrawal
Amount shall be allowed. The Participant (or his or her Beneficiary)
shall make this election by giving the Committee advance written notice
of the election in a form determined from time to time by the
Committee. The Participant (or his or her Beneficiary) shall be paid
the Withdrawal Amount within 60 days of his or her election. Once the
Withdrawal Amount is paid, the Participant's participation in the Plan
shall terminate and the Participant shall not be eligible to
participate in the Plan in the future. The payment of this Withdrawal
Amount shall not be subject to the Deduction Limitation.
ARTICLE 5
Retirement Benefit
5.1 Retirement Benefit. Subject to the Deduction Limitation, a Participant
who Retires shall receive, as a Retirement Benefit, his or her Account
Balance.
5.2 Payment of Retirement Benefit. A Participant, in connection with his or
her commencement of participation in the Plan, shall elect on an
Election Form to receive the Retirement Benefit in a lump sum or
pursuant to a Monthly Installment Method of 60, 120 or 180 months. The
Participant may annually change his or her election to an allowable
alternative payout period by submitting a new Election Form to the
Committee, provided that any such Election Form is submitted at least
one year prior to the Participant's Retirement and is accepted by the
Committee in its sole discretion. The Election Form most recently
accepted by the Committee shall govern the payout of the Retirement
Benefit. If a Participant does not make any election with respect to
the payment of the Retirement Benefit, then such benefit shall be
payable in a lump sum. The lump sum payment shall be made, or
installment payments shall commence, no later than 60 days after the
date the Participant Retires. Any payment made shall be subject to the
Deduction Limitation.
5.3 Death Prior to Completion of Retirement Benefit. If a Participant dies
after Retirement but before the Retirement Benefit is paid in full, the
Participant's unpaid Retirement Benefit payments shall continue and
shall be paid to the Participant's Beneficiary (a) over the remaining
number of months and in the same amounts as that benefit would have
been paid to the Participant had the Participant survived, or (b) in a
lump sum, if requested by the Beneficiary and allowed in the sole
discretion of the Committee, that is equal to the Participant's unpaid
remaining Account Balance.
ARTICLE 6
Pre-Retirement Survivor Benefit
6.1 Pre-Retirement Survivor Benefit. Subject to the Deduction Limitation,
the Participant's Beneficiary shall receive a Pre-Retirement Survivor
Benefit equal to the Participant's Account Balance if the Participant
dies before he or she Retires, experiences a Termination of Employment
or suffers a Disability.
6.2 Payment of Pre-Retirement Survivor Benefit. A Participant, in
connection with his or her commencement of participation in the Plan,
shall elect on an Election Form whether the Pre-Retirement Survivor
Benefit shall be received by his or her Beneficiary in a lump sum or
pursuant to a Monthly Installment Method of 60, 120 or 180 months. The
Participant may annually change this election to an allowable
alternative payout period by submitting a new Election Form to the
Committee, which form must be accepted by the Committee in its sole
discretion. The Election Form most recently accepted by the Committee
prior to the Participant's death shall govern the payout of the
Participant's Pre-Retirement Survivor Benefit. If a Participant does
not make any election with respect to the payment of the Pre-Retirement
Survivor Benefit, then such benefit shall be paid in a lump sum.
Despite the foregoing, if the Participant's Account Balance at the time
of his or her death is less than $25,000, payment of the Pre-Retirement
Survivor Benefit may be made, in the sole discretion of the Committee,
in a lump sum or pursuant to a Monthly Installment Method of not more
than 60 months. The lump sum payment shall be made, or installment
payments shall commence, no later than 60 days after the date the
Committee is provided with proof that is satisfactory to the Committee
of the Participant's death. Any payment made shall be subject to the
Deduction Limitation.
ARTICLE 7
Termination Benefit
7.1 Termination Benefit. Subject to the Deduction Limitation and the
following sentence, the Participant shall receive a Termination
Benefit, which shall be equal to the Participant's Account Balance.
Interest on amounts deemed invested in the Moody's Bond Index
Measurement Fund shall be credited in the manner provided in Section
3.9, but using the applicable interest rate set forth in the following
schedule, if a Participant experiences a Termination of Employment
prior to his or her Retirement, death or Disability:
Completion of Years of Plan Participation Applicable Rate
Less than five years Crediting Rate
Five or more years Preferred Rate
7.2 Payment of Termination Benefit. If the Participant's Account Balance at
the time of his or her Termination of Employment is less than $25,000,
payment of his or her Termination Benefit shall be paid in a lump sum.
If his or her Account Balance at such time is equal to or greater than
that amount, the Committee, in its sole discretion, may cause the
Termination Benefit to be paid in a lump sum or in substantially equal
monthly installment payments over a period of time that does not exceed
fifteen (15) years in duration. Any installments shall be calculated
using the monthly installment method under Section 1.30. The lump sum
payment shall be made, or installment payments shall commence, no later
than 60 days after the date the date of the Participant's Termination
of Employment. Any payment made shall be subject to the Deduction
Limitation.
ARTICLE 8
Disability Waiver and Benefit
8.1 Disability Waiver.
(a) Waiver of Deferral. A Participant who is determined by the
Committee to be suffering from a Disability shall be (i)
excused from fulfilling that portion of the Annual Deferral
Amount commitment that would otherwise have been withheld from
a Participant's Base Annual Salary and Annual Bonus for the
Plan Year during which the Participant first suffers a
Disability and (ii) excused from fulfilling any unexercised
Stock Option Amount commitments. During the period of
Disability, the Participant shall not be allowed to make any
additional deferral elections, but will continue to be
considered a Participant for all other purposes of this Plan.
(b) Return to Work. If a Participant returns to employment with an
Employer after a Disability ceases, the Participant may elect
to defer an Annual Deferral Amount and Stock Option Amount for
the Plan Year following his or her return to employment or
service and for every Plan Year thereafter while a Participant
in the Plan; provided such deferral elections are otherwise
allowed and an Election Form is delivered to and accepted by
the Committee for each such election in accordance with
Section 3.3 above.
8.2 Continued Eligibility; Disability Benefit. A Participant suffering a
Disability shall, for benefit purposes under this Plan, continue to be
considered to be employed and shall be eligible for the benefits
provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
of those Articles. Notwithstanding the above, the Committee shall have
the right to, in its sole and absolute discretion and for purposes of
this Plan only, and must in the case of a Participant who is otherwise
eligible to Retire, deem the Participant to have experienced a
Termination of Employment, or in the case of a Participant who is
eligible to Retire, to have Retired, at any time (or in the case of a
Participant who is eligible to Retire, as soon as practicable) after
such Participant is determined to be suffering a Disability, in which
case the Participant shall receive a Disability Benefit equal to his or
her Account Balance at the time of the Committee's determination;
provided, however, that should the Participant otherwise have been
eligible to Retire, he or she shall be paid in accordance with Article
5. The Disability Benefit shall be paid in a lump sum or, upon a
Participant's request and in the Committee's sole discretion,
installment payments over not more than 180 months. The lump sum
payment shall be made, or installment payments shall commence, within
60 days of the Committee's exercise of its right to deem a Participant
to have experienced a Termination of Employment. Any payment made shall
be subject to the Deduction Limitation.
ARTICLE 9
Beneficiary Designation
9.1 Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a
beneficiary upon the death of a Participant. The Beneficiary designated
under this Plan may be the same as or different from the Beneficiary
designation under any other plan of an Employer in which the
Participant participates.
9.2 Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the
Beneficiary Designation Form, and returning it to the Committee or its
designated agent. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the
terms of the Beneficiary Designation Form and the Committee's rules and
procedures, as in effect from time to time. If the Participant names
someone other than his or her spouse as a Beneficiary, a spousal
consent, in the form designated by the Committee, must be signed by
that Participant's spouse and returned to the Committee. Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled. The
Committee shall be entitled to rely on the last Beneficiary Designation
Form filed by the Participant and accepted by the Committee prior to
his or her death.
9.3 Acknowledgment. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Committee or its designated agent.
9.4 No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative on behalf of the
Participant's estate.
9.5 Doubt as to Beneficiary. If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the
Committee shall have the right, exercisable in its discretion, to cause
the Participant's Employer to withhold such payments until this matter
is resolved to the Committee's satisfaction.
9.6 Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to
the Participant, and that Participant's Plan Agreement shall terminate
upon such full payment of benefits.
ARTICLE 10
Leave of Absence
10.1 Paid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take a paid leave of absence
from the employment of the Employer, the Participant shall continue to
be considered employed by the Employer and the Annual Deferral Amount
shall continue to be withheld during such paid leave of absence in
accordance with Section 3.3.
10.2 Unpaid Leave of Absence. If a Participant is authorized by the
Participant's Employer for any reason to take an unpaid leave of
absence from the employment of the Employer, the Participant shall
continue to be considered employed by the Employer and the Participant
shall be excused from making deferrals until the earlier of the date
the leave of absence expires or the Participant returns to a paid
employment status. Upon such expiration or return, deferrals shall
resume for the remaining portion of the Plan Year in which the
expiration or return occurs, based on the deferral election, if any,
made for that Plan Year. If no election was made for that Plan Year, no
deferral shall be withheld.
ARTICLE 11
Termination, Amendment or Modification
11.1 Termination. Although each Employer anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that
any Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, each Employer reserves the right
to discontinue its sponsorship of the Plan and/or to terminate the Plan
at any time with respect to any or all of its participating Employees
by action of its board of directors. Upon the termination of the Plan
with respect to any Employer, the Plan Agreements of the affected
Participants who are employed by that Employer shall terminate and
their Account Balances, determined as if they had experienced a
Termination of Employment on the date of Plan termination or, if Plan
termination occurs after the date upon which a Participant was eligible
to Retire, then with respect to that Participant as if he or she had
Retired on the date of Plan termination, shall be paid to the
Participants as follows: Prior to a Change in Control, if the Plan is
terminated with respect to all of its Participants, an Employer shall
have the right, in its sole discretion, and notwithstanding any
elections made by the Participant, to pay such benefits in a lump sum
or pursuant to a Monthly Installment Method of up to 15 years, with
amounts credited and debited during the installment period as provided
herein. If the Plan is terminated with respect to less than all of its
Participants, an Employer shall be required to pay such benefits in a
lump sum. After a Change in Control, the Employer shall be required to
pay such benefits in a lump sum. The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled
to the payment of any benefits under the Plan as of the date of
termination; provided however, that the Employer shall have the right
to accelerate installment payments without a premium or prepayment
penalty by paying the Account Balance in a lump sum or pursuant to a
Monthly Installment Method using fewer months (provided that the
present value of all payments that will have been received by a
Participant at any given point of time under the different payment
schedule shall equal or exceed the present value of all payments that
would have been received at that point in time under the original
payment schedule). The applicable interest rate to be used as the
discount rate for determining such present value shall be the Crediting
Rate for the Plan Year of termination.
11.2 Amendment. Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to that Employer by the action of its
board of directors; provided, however, that no amendment or
modification shall be effective to decrease or restrict the value of a
Participant's Account Balance in existence at the time the amendment or
modification is made, calculated as if the Participant had experienced
a Termination of Employment as of the effective date of the amendment
or modification or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, the Participant
had Retired as of the effective date of the amendment or modification.
The amendment or modification of the Plan shall not affect any
Participant or Beneficiary who has become entitled to the payment of
benefits under the Plan as of the date of the amendment or
modification; provided, however, that the Employer shall have the right
to accelerate installment payments by paying the Account Balance in a
lump sum or pursuant to a Monthly Installment Method using fewer months
(provided that the present value of all payments that will have been
received by a Participant at any given point of time under the
different payment schedule shall equal or exceed the present value of
all payments that would have been received at that point in time under
the original payment schedule, using the Crediting Rate as of the date
of amendment or modification as the discount rate for calculating
present value).
11.3 Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above,
if a Participant's Plan Agreement contains benefits or limitations that
are not in this Plan document, the Employer may only amend or terminate
such provisions with the consent of the Participant.
11.4 Interest Rate in the Event of a Change in Control. If a Change in
Control occurs, the applicable interest rate to be used in determining
a Participant's Termination Benefit under Section 7.1 in connection
with a Termination of Employment after the Change in Control, or a Plan
termination, amendment or modification under Sections 11.1 and 11.2,
shall be the Preferred Rate. However, the Crediting Rate for the
applicable Plan Year, and not the Preferred Rate, shall continue to be
used as the discount rate for determining present value.
11.5 Effect of Payment. The full payment of the applicable benefit under
Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under this Plan and the Participant's Plan Agreement shall terminate.
ARTICLE 12
Administration
12.1 Committee Duties. This Plan shall be administered by a Committee, which
shall consist of the Board, or such committee as the Board shall
appoint. Members of the Committee may be Participants under this Plan.
The Committee shall also have the discretion and authority to (i) make,
amend, interpret, and enforce all appropriate rules and regulations for
the administration of this Plan, (ii) interpret where necessary all
provisions of this Plan (including, without limitation, by supplying
omissions from, correcting deficiencies in, or resolving
inconsistencies in, the language of this Plan), and (iii) determine all
factual matters as may arise in connection with the Plan. Any
individual serving on the Committee who is a Participant shall not vote
or act on any matter relating solely to himself or herself. When making
a determination or calculation, the Committee shall be entitled to rely
on information furnished by a Participant or the Company.
12.2 Agents. In the administration of this Plan, the Committee, and the
Administrator may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit (including acting
through a duly appointed representative) and may from time to time
consult with counsel who may be counsel to any Employer.
12.3 Binding Effect of Decisions. The decision or action of the Committee
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the
rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Plan.
12.4 Indemnity of Committee. All Employers shall indemnify and hold harmless
the members of the Committee, and any Employee to whom the duties of
the Committee may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct
by the Committee or any of its members or any such Employee.
12.5 Employer Information. To enable the Committee to perform its functions,
each Employer shall supply full and timely information to the Committee
on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or
Termination of Employment of its Participants, and such other pertinent
information as the Committee may reasonably require.
ARTICLE 13
Other Benefits and Agreements
13.1 Coordination with Other Benefits. The benefits provided for a
Participant and Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for employees of the Participant's Employer. The
Plan shall supplement and shall not supersede, modify or amend any
other such plan or program except as may otherwise be expressly
provided.
13.2 Coordination with Other Benefit Plans. Any Participant who was a
participant in the Countrywide Credit Industries, Inc. Deferred
Compensation Plan For Key Management Employees prior to becoming a
Participant in this Plan shall have the right to elect, upon the later
of the date upon which he or she first becomes designated for
participation in the Plan to transfer his or her Account balance in
that plan to this Plan. This election shall be made in accordance with
the rules and on the forms established from time to time by the
Committee. If the election is made, the Participant's Account Balance
under this Plan and any such transferred account balance shall become
subject to the terms and conditions of this Plan. Upon completion of
the transfer of his or her account balance under the other plan to this
Plan, the Participant's participation in the other plan shall be
terminated and he or she shall have no further interest in the
Countrywide Credit Industries, Inc. Deferred Compensation Plan for Key
Management Employees.
ARTICLE 14
Claims Procedures
14.1 Presentation of 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 Plan. 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.
14.2 Notification of Decision. The Committee shall consider a Claimant's
claim within a reasonable time, and shall notify the Claimant in
writing: (a) that the Claimant's requested determination has been made,
and that the claim has been allowed
in full; or
(b) that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant's requested determination, and
such notice must set forth in a manner calculated to be
understood by the Claimant: (i) the specific reason(s) for the
denial of the claim, or any part of it; (ii) specific
reference(s) to pertinent provisions of the Plan upon which
such denial was
based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect the
claim, and an explanation of why such material or
information is necessary; and
(iv) an explanation of the claim review procedure set forth in
Section 14.3 below.
14.3 Review of a Denied Claim. Within 60 days after receiving a notice from
the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant's duly authorized representative) may file
with the Committee a written request for a review of the denial of the
claim. Thereafter, but not later than 30 days after the review
procedure began, the Claimant (or the Claimant's duly authorized
representative): (a) may review pertinent documents; (b) may submit
written comments or other documents; and/or (c) may request a hearing,
which the Committee, in its sole discretion, may grant.
14.4 Decision on Review. The Committee shall render its decision on review
promptly, and not later than 60 days after the filing of a written
request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after such date.
Such decision must be written in a manner calculated to be understood
by the Claimant, and it must contain: (a) specific reasons for the
decision; (b) specific reference(s) to the pertinent Plan provisions
upon which the decision was based; and (c) such other matters as the
Committee deems relevant.
14.5 Legal Action. A Claimant's compliance with the foregoing provisions of
this Article 14 is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claim for benefits under
this Plan.
ARTICLE 15
Trust
15.1 Establishment of the Trust. The Company shall establish the Trust, and
each Employer shall at least annually transfer over to the Trust such
assets as the Employer determines, in its sole discretion, are
necessary to provide, on a present value basis, for its respective
future liabilities created with respect to the Annual Deferral Amounts,
Annual Company Contribution Amounts, Annual Stock Option Amounts for
such Employer's Participants for all periods prior to the transfer, as
well as any debits and credits to the Participants' Account Balances
for all periods prior to the transfer, taking into consideration the
value of the assets in the trust at the time of the transfer.
15.2 Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to
receive distributions pursuant to the Plan. The provisions of the Trust
shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust. Each
Employer shall at all times remain liable to carry out its obligations
under the Plan.
15.3 Distributions From the Trust. Each Employer's obligations under the
Plan may be satisfied with Trust assets distributed pursuant to the
terms of the Trust, and any such distribution shall reduce the
Employer's obligations under this Plan.
15.4 Stock Transferred to the Trust. Notwithstanding any other provision of
this Plan or the Trust: (i) if Trust assets are distributed to a
Participant in a distribution which reduces the Participant's Stock
Option Account balance under this Plan, such distribution must be made
in the form of Stock during every 6 month period beginning on the date
an Eligible Stock Option of the Participant is exercised, to the extent
of the Qualifying Gain deferred in accordance with Section 3.7 with
respect to that Eligible Stock Option; and (ii) any Stock transferred
to the Trust may not be otherwise distributed or disposed of by the
Trustee until at least 6 months after the date such Stock is
transferred to the Trust.
ARTICLE 16
Miscellaneous
16.1 Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employee" within the meaning of ERISA Sections 201(2),
301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.
16.2 Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of an Employer. For
purposes of the payment of benefits under this Plan, any and all of an
Employer's assets shall be, and remain, the general, unpledged
unrestricted assets of the Employer. An Employer's obligation under the
Plan shall be merely that of an unfunded and unsecured promise to pay
money in the future.
16.3 Employer's Liability. An Employer's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Plan Agreement.
16.4 Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are
expressly declared to be, unassignable and non-transferable. No part of
the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of
any debts, judgments, alimony or separate maintenance owed by a
Participant or any other person, be transferable by operation of law in
the event of a Participant's or any other person's bankruptcy or
insolvency or be transferable to a spouse as a result of a property
settlement or otherwise.
16.5 Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an "at will" employment relationship that can be terminated at any
time for any reason, or no reason, with or without cause, and with or
without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant
the right to be retained in the service of any Employer as an Employee
or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
16.6 Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking
such physical examinations as the Committee may deem necessary.
16.7 Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.
16.8 Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.
16.9 Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of California without regard to its conflicts of laws principles.
16.10 Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:
Administrative Committee DCP
Countrywide Credit Industries, Inc.
155 North Lake Avenue
Post Office Box 7137
Pasadena, California 91109-7137
Such notice shall be deemed given as of the date of delivery or, if delivery
is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.
Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Participant.
16.11 Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant's Employer and its successors and assigns
and the Participant and the Participant's designated Beneficiaries.
16.12 Spouse's Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.
16.13 Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.
16.14 Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of
that person's property, the Committee may direct payment of such
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participant's Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for
such payment amount.
16.15 Court Order. The Committee is authorized to make any payments directed
by court order in any action in which the Plan or the Committee has
been named as a party. In addition, if a court determines that a spouse
or former spouse of a Participant has an interest in the Participant's
benefits under the Plan in connection with a property settlement or
otherwise, the Committee, in its sole discretion, shall have the right,
notwithstanding any election made by a Participant, to immediately
distribute the spouse's or former spouse's interest in the
Participant's benefits under the Plan to that spouse or former spouse.
16.16 Distribution in the Event of Taxation.
(a) In General. If, for any reason, all or any portion of a Participant's
benefits under this Plan becomes taxable to the Participant prior to
receipt, a Participant may petition the Committee before a Change in
Control, or the trustee of the Trust after a Change in Control, for a
distribution of that portion of his or her benefit that has become
taxable. Upon the grant of such a petition, which grant shall not be
unreasonably withheld (and, after a Change in Control, shall be
granted), a Participant's Employer shall distribute to the Participant
immediately available funds in an amount equal to the taxable portion
of his or her benefit (which amount shall not exceed a Participant's
unpaid Account Balance under the Plan). If the petition is granted,
the tax liability distribution shall be made within 90 days of the
date when the Participant's petition is granted. Such a distribution
shall affect and reduce the benefits to be paid under this Plan.
(b) Trust. If the Trust terminates in accordance with Section
3.6(e) of the Trust and benefits are distributed from the
Trust to a Participant in accordance with that Section, the
Participant's benefits under this Plan shall be reduced to the
extent of such distributions.
16.17 Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. The Employers or the trustee of
the Trust, as the case may be, shall be the sole owner and beneficiary
of any such insurance. The Participant shall have no interest
whatsoever in any such policy or policies, and at the request of the
Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the
insurance company or companies to whom the Employers have applied for
insurance.
16.18 Legal Fees To Enforce Rights After Change in Control. The Company and
each Employer is aware that upon the occurrence of a Change in Control,
the Board or the board of directors of a Participant's Employer (which
might then be composed of new members) or a shareholder of the Company
or the Participant's Employer, or of any successor corporation might
then cause or attempt to cause the Company, the Participant's Employer
or such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the
Participant's Employer to institute, or may institute, litigation
seeking to deny Participants the benefits intended under the Plan. In
these circumstances, the purpose of the Plan could be frustrated.
Accordingly, if, following a Change in Control, it should appear to any
Participant that the Company, the Participant's Employer or any
successor corporation has failed to comply with any of its obligations
under the Plan or any agreement thereunder or, if the Company, such
Employer or any other person takes any action to declare the Plan void
or unenforceable or institutes any litigation or other legal action
designed to deny, diminish or to recover from any Participant the
benefits intended to be provided, then the Company and the
Participant's Employer irrevocably authorize such Participant to retain
counsel of his or her choice at the expense of the Company and the
Participant's Employer (who shall be jointly and severally liable) to
represent such Participant in connection with the initiation or defense
of any litigation or other legal action, whether by or against the
Company, the Participant's Employer or any director, officer,
shareholder or other person affiliated with the Company, the
Participant's Employer or any successor thereto in any jurisdiction. IN
WITNESS WHEREOF, the Company has signed this Plan document as of
__________, 199_.
"Company"
Countrywide Credit Industries, Inc., a Delaware
corporation
By: __________________________________
Title: _______________________________