EXHIBIT 10.91
AMENDMENT NUMBER EIGHT
TO THE
COUNTRYWIDE FINANCIAL CORPORATION
1993 STOCK OPTION PLAN
(AS AMENDED AND RESTATED AS OF MARCH 27, 1996)
WHEREAS, the Board of Directors of Countrywide Financial Corporation
(the "Company") declared a stock dividend effective as of December 17, 2003
which represents a 4-for-3 split of the Company's common stock; and
WHEREAS, pursuant to Section 8(a) of the Countrywide Financial
Corporation 1993 Stock Option Plan (as Amended and Restated March 27, 1996) (the
"1993 Plan"), the Compensation Committee of the Board of Directors ("the
Committee") shall appropriately and equitably adjust the number of shares of
common stock or other securities which are subject to the 1993 Plan or subject
to any Option theretofore granted;
WHEREAS, The Committee wishes to amend Section 8(a) to enable the Board
to make such adjustments by resolution or, alternatively, for such adjustments
to be automatic;
NOW THEREFORE, the Plan is amended to read as follows effective
December 17, 2003:
1. Section 4 (a) is hereby deleted in its entirety and new
Section 4 (a) is hereby inserted in its place as follows:
"(a) The maximum number of Shares that may be
made the subject of Options granted under the Plan is
21,333,333; provided, however, that the maximum
number of Shares that may be the subject of Options
granted to any Eligible Employee from and after March
27, 1996 and during the term of the Plan may not
exceed four million (4,000,000). Upon a Change in
Capitalization the maximum number of Shares shall be
adjusted in number and kind pursuant to Section 8.
The Company shall reserve for the purposes of the
Plan, out of its authorized but unissued Shares or
out of Shares held in the Company's treasury, or
partly out of each, such number of Shares as shall be
determined by the Board."
2. Section 5 (b) is hereby deleted and new Section 5 (b) is
inserted in its place as follows:
(b) "Number of Shares. Each Director Option
granted shall be in respect of a
number of Shares equal to the lesser
of (1) 10,000 multiplied by a
fraction, the numerator of which is
the earnings per Share on a fully diluted basis
of the Company for the fiscal year of the
Company ended immediately before the date of
grant of the Director Option (as reported in the
audited Financial Statements included in the
Company's Annual Report on Form 10-K filed with
the Securities and Exchange Commission ("SEC"),
but in no event less than zero) (the "EPS
Numerator Amount") and the denominator of which
is $.51 or (2) 10,000 multiplied by a fraction,
the numerator of which is the EPS Numerator
Amount and the denominator of which is the
earnings per share on a fully diluted basis of
the Company for the fiscal year immediately
preceding the fiscal year in respect of which
the EPS Numerator Amount is determined as
reported in the Company's Annual Report on Form
10-K filed with the SEC. The number 10,000 and
the $.51 amount referred to in the previous
sentence shall be equitably adjusted in the
event of a Change in Capitalization."
3. Section 8 (a) is hereby deleted and new Section 8 (a) is
inserted in its place as follows:
(a) Subject to Section 9, in the event of a Change in
Capitalization, the maximum number and class of
Shares or other stock or securities with respect to
which Options may be granted under the Plan in the
aggregate and to any Optionee, the number and class
of Shares or other stock or securities which are
subject to outstanding Options granted under the
Plan, and the purchase price therefore, if
applicable, shall be appropriately and equitably
adjusted by the Committee or the Board. In the event
the Committee or Board do not otherwise act pursuant
to its prescribed authority, that in the event of a
stock split, the number of shares available under the
Plan or subject to any individual limits or award
type limitations shall be automatically adjusted to
reflect the ratio of the stock split. Additionally
any outstanding Awards shall be adjusted by
proportionately increasing the number of shares
covered by, and for stock options, proportionately
decreasing the exercise price set forth in, the
applicable options.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the Company has caused this Amendment Number Eight
to be executed by its duly authorized officer this 14th day of April,
2004.
Countrywide Financial Corporation
By: /s/ Thomas Boone
--------------------------------------
Thomas Boone
Senior Managing Director, Chief
Administrative Officer
Attest:
/s/ Gerard A. Healy
- ------------------------------
Gerard A. Healy
Assistant Secretary