EXHIBIT 10.88
AMENDMENT NUMBER ELEVEN
COUNTRYWIDE FINANCIAL CORPORATION
1991 STOCK OPTION PLAN
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;
WHEREAS, pursuant to Section 8(a) of the Countrywide Financial
Corporation 1991 Stock Option Plan (the "1991 Stock Plan"), the Compensation
Committee of the Board of Directors ("the Committee") or the Board shall
conclusively determine the appropriate adjustments, if any, to the maximum
number and class of Shares or other stock or securities with respect to which
Options may be granted under the Plan, the number and class of Shares or other
stock or securities which are subject to outstanding Options granted under the
1991 Plan and the purchase price therefore, if applicable;
NOW THEREFORE, the Plan is amended to read as follows effective
December 17, 2003.
1. Section 4(a) of the Plan is hereby deleted and new Section
4(a) is 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 3,300,000 Shares or the
number and kind of shares of stock or other securities to
which such Shares are adjusted upon a change in Capitalization
pursuant to Section 8 and 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) of the Plan 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 (i)
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 (ii)
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 which
the EPS Numerator Amount is determined as reported in the
Company's Annual Report on Form 10-K filed with the SEC (in
either case adjusted proportionately in the event the Company
(a) declares a dividend on the Shares payable in Shares, (b)
subdivides the outstanding Shares, (c) combines the
outstanding Shares into a smaller number of Shares, or (d)
issues any shares of its capital stock in a reclassification
of the Shares (including any such reclassification in
connection with a consolidation or merger in which the Company
is the continuing or surviving corporation))."
3. Section 8(a) is hereby deleted and a 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 Committee or the Board shall conclusively
determine the appropriate adjustments, if any, to the maximum
number and class of Shares or other stock or securities with
respect to which Options may be granted under the Plan, 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. 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."
IN WITNESS WHEREOF, The Company has caused this Amendment Number Eleven
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
Managing Director,
Chief Administrative Officer
/s/ Gerard A. Healy
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Gerard A. Healy
Assistant Secretary