EXHIBIT 10.92
AMENDMENT NUMBER NINE
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 April 12, 2004 which
represents a 3-for-2 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") or the Board of Directors 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.
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 32,000,000;
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 six million (6,000,000).
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) 15,000 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 $.34 or
(2) 15,000 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 15,000 and the $.34
amount referred to in the previous sentence
shall be equitably adjusted in the event of a
Change in Capitalization."
IN WITNESS WHEREOF, the Company has caused this Amendment Number Nine
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
Senior Vice President and
Assistant Legal Counsel