EXHIBIT 10.94
SECOND 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 April 12, 2004 which
represents a 3-for-2 split of the Company's common stock; and
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") 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 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;
NOW THEREFORE, the 2000 Stock Plan is amended to read as follows
effective April 12, 2004.
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 33,500,000, of which a maximum of 2,000,000 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 125,000
with respect to Options and 60,000 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 6,000,000.
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)."
IN WITNESS WHEREOF, the Company has caused this Second 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