EXHIBIT 10.93
FIRST AMENDMENT
TO
2000 EQUITY INCENTIVE PLAN
OF
COUNTRYWIDE FINANCIAL CORPORATION
(AMENDED AND RESTATED NOVEMBER 12, 2003)
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;
WHEREAS, pursuant to Section 8.2 of the 2000 Equity Incentive Plan of
Countrywide Financial Corporation (as Amended and Restated November 12, 2003)
(the "2000 Stock 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 2000 Stock Plan or
subject to any Awards theretofore granted, including the exercise or settlement
price of Options, so as to maintain the proportionate number of shares or other
securities which are subject to the 2000 Stock Plan without changing the
aggregate exercise or settlement price; and
WHEREAS, The Committee wishes to amend Section 8.2 to enable the Board
to make such adjustments by resolution or, alternatively, for such adjustments
to be automatic.
NOW THEREFORE, the 2000 Stock Plan is amended to read as follows
effective December 17, 2003.
1. Section 3.1, Aggregate Limits, is hereby deleted and new
Section 3.1, is inserted in its place as follows:
"AGGREGATE LIMITS. The aggregate number of shares of the
Company's common stock, par value $.05 per share ("Shares"),
that may be made the subject of Awards granted under this Plan
is 22,333,333, of which a maximum of 1,333,333 Shares may be
issued in the form of Restricted Stock (as defined below). The
maximum number of shares subject to the Plan shall be adjusted
as provided in Section 8 of the Plan upon a change in the
capital structure of the Company. The maximum number of Shares
that may be made the subject of Awards to Nonemployee
Directors under this Plan in any one calendar year is 83,333
with respect to Options and 40,000 shares with respect to
Restricted Stock. The Company shall reserve for the purpose of
this 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 3.2, Tax Code Limits, is hereby deleted and new
Section 3.2 is inserted in its place as follows:
"TAX-CODE LIMITS. The aggregate number of Shares subject to
Options granted under this Plan during any calendar year to
any one Eligible Person, shall not exceed 4,000,000.
Notwithstanding anything to the contrary in this Plan, the
foregoing limitations shall be subject to adjustment under
Section 8 only to the extent that such adjustment will not
affect the status of any Option intended to qualify as
"performance based compensation" under Code Section 162(m).
The foregoing limitations shall not apply to the extent that
they are no longer required in order for compensation in
connection with grants under this Plan to be treated as
"performance-based compensation" under Code Section 162(m)."
3. Section 8.2, Adjustments Upon Certain Events, is hereby
deleted, and new Section 8.2 is inserted in its place as
follows:
"ADJUSTMENTS UPON CERTAIN EVENTS. If the outstanding shares of
common stock or other securities of the Company, or both, for
which the restrictions upon Restricted Stock have lapsed or
for which an Option is then exercisable or as to which an
Option is to be settled shall at any time be changed or
exchanged by declaration of a stock dividend, stock split or
reverse stock split, combination of shares, recapitalization,
or reorganization, the Committee or the Board shall
appropriately and equitably adjust the number and kind of
shares of common stock or other securities which are subject
to the Plan or subject to any Awards theretofore granted,
including the exercise or settlement prices of Options, so as
to maintain the proportionate number of shares or other
securities without changing the aggregate exercise or
settlement price; provided, however, that such adjustment
shall be made only to the extent that such adjustment will not
affect the status of an Option intended to qualify as an ISO
or as "performance based compensation" under Code Section
162(m). 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. If
the Company recapitalizes or otherwise changes its capital
structure, or merges, consolidates, sells all of its assets or
dissolves (each of the foregoing a "Fundamental Change"), then
thereafter upon the lapse of any restrictions upon Restricted
Stock or any exercise of Options theretofore granted, the
Participant shall be entitled, in the case of Restricted
Stock, to the number of shares or, in the case of Options, to
purchase under such Options, in lieu of the number of shares
of common stock as to which such Options shall then be
exercisable, the number and
class of shares of stock, securities, cash, property or other
consideration to which the Participant would have been
entitled pursuant to the terms of the Fundamental Change if,
immediately prior to such Fundamental Change, the Participant
had been the holder of record of the number of shares of
Restricted Stock or, as applicable, common stock as to which
Options is then exercisable."
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed by its duly authorized officer this 14th day of April, 2004.
Countrywide Financial Corporation
By: /s/ Thomas H. Boone
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Thomas H. Boone
Senior Managing Director,
Chief Administrative Officer
/s/ Gerard A. Healy
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Gerard A. Healy
Assistant Secretary