EXHIBIT 10.105
COUNTRYWIDE FINANCIAL CORPORATION
PERFORMANCE BASED
RESTRICTED STOCK AGREEMENT
This Restricted Stock Agreement ("Agreement"), made as of [Insert Date]
(the "Grant Date"), between COUNTRYWIDE FINANCIAL CORPORATION, a Delaware
corporation (the "Company"), and you (the "Award Holder").
In accordance with the Countrywide Financial Corporation 2000 Equity
Incentive Plan (the "EIP"), the Company has awarded the Award Holder the number
of shares of common stock as described in the Restricted Stock Statement linked
electronically hereto (the "Restricted Stock") upon the terms and conditions
described in this Agreement and the EIP (the "Award"). Capitalized terms not
defined herein shall have the meaning ascribed to them in the EIP.
GRANT OF RESTRICTED STOCK. This Agreement evidences the Company's grant to
the Award Holder, on the Grant Date, of Restricted Stock, subject to the
provisions of this Agreement and the EIP. The number of shares of Restricted
Stock shall be subject to adjustment as provided in Section 5 hereof. The
Restricted Stock will be maintained on deposit with the Company or its agent.
1. RELEASE OR FORFEITURE OF THE RESTRICTED STOCK.
(a) Subject to paragraph (b) below, if (i) the Award Holder remains
employed by the Company as of the dates set forth below (the
"Release Dates") and (ii) the Earnings Per Share ("EPS") goals of
the Company have been attained pursuant to the following schedule,
then, as of the close of business on such dates, the Company shall
release to the Award Holder the percentage of the Restricted Stock
set forth opposite such dates:
RELEASE CUMULATIVE PERCENTAGE OF
DATES* RESTRICTED SHARES RELEASED CUMULATIVE EPS GOALS
-------------- ---------------------------- -------------------------------
April 10, 2005 33% $6.00 (EPS for 2004 only)
April 10, 2006 66% $13.00 (EPS for 2004 plus 2005)
April 10, 2007 100% $20.00 (EPS for 2004, 2005 plus
2006)
April 10, 2008 Remaining Shares Not Released $27.00 (EPS for 2004, 2005,
2006 plus 2007)
*provided Cumulative EPS Goals are achieved
The Release Date shall be October 10, 2008 whether or not the Cumulative EPS
Goals have been achieved.
(b) If the Award Holder does not remain employed by the Company, for any
reason, through the applicable Release Date, whether or not the
Cumulative EPS Goal has
been achieved, the Award Holder shall forfeit all right, title and
interest in and to that portion of Restricted Stock which have not
been released as of the date of termination of employment with the
Company. In the event the Award Holder's employment terminates,
other than as a result of death or Cause, and the Award Holder
returns to employment with the Company within three (3) months after
the termination, the termination will have no effect on the Award
and the Award Holder shall have the same number of shares and the
same Release Dates as set forth in this Agreement;
(c) In the event of a Change in Control, the Restricted Stock which have
not previously been released to the Award Holder shall be released
to the Award Holder, and no longer be subject to forfeiture, as of
the date of such event or such termination.
2. NON-TRANSFERABILITY OF RESTRICTED STOCK. Until such time as a share of
Restricted Stock is released, as provided in paragraph 2 hereof, the Award
Holder shall not sell, assign, transfer, pledge, hypothecate, mortgage,
encumber or dispose of any such Restricted Stock except that all or any of
the Restricted Stock may be transferred by will or the laws of decent and
distribution, by Beneficiary Designation or pursuant to a qualified
domestic relations order.
3. SECURITIES LAWS. The Award Holder acknowledges that certain restrictions
under state or federal securities laws may apply with respect to the
Restricted Stock granted pursuant to this Award, even after they have been
released to the Award Holder. Specifically, the Award Holder acknowledges
that, to the extent he or she is an "affiliate" of the Company (as that
term is defined by the Securities Act of 1933), the Restricted Stock
granted pursuant to this Award are subject to certain trading restrictions
under applicable securities laws (including particularly the Securities
and Exchange Commission's Rule 144). Award Holder hereby agrees to execute
such documents and take such actions as the Company may reasonably require
with respect to state and federal securities laws and any restrictions on
the resale of such shares which may pertain under such laws.
4. LEGEND. Each certificate evidencing any of the shares of Restricted Stock
shall bear a legend substantially as follows:
"The shares represented by this certificate are subject to
restrictions on transfer and may not be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of except
in accordance with and subject to all of the terms and conditions of
a certain Restricted Stock Agreement dated as of April 1, 2004, and
the Countrywide Financial Corporation 2000 Equity Incentive Plan
copies of which the Company will furnish to the holder of this
certificate upon request without charge."
5. ADJUSTMENT. In the event of a Change in Capitalization (as hereinafter
defined), the number of shares of Restricted Stock granted hereunder shall
be appropriately and equitably adjusted. For purposes hereof, "Change in
Capitalization" shall mean any increase or reduction in the number of
shares of Common Stock outstanding, or any exchange of Common Stock for a
different number or kind of shares or other securities of the Company by
reason of a reclassification, recapitalization, merger, consolidation,
reorganization, stock dividend, stock split or reverse stock split,
combination or exchange of shares or similar event. If by reason of a
Change in Capitalization, the Award Holder shall be entitled to new,
additional or different shares of
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Common Stock or securities, such new, additional or different shares shall
thereupon be subject to all of the conditions which were applicable to the
Restricted Shares prior to such Change in Capitalization.
6. DESIGNATION OF BENEFICIARY. The Award Holder may file with the Company a
written designation of a beneficiary or beneficiaries under this Agreement
and may from time to time revoke or amend any such designation. Any
designation of a beneficiary under this Agreement shall be controlling
over any other disposition, testamentary or otherwise, provided, however,
that if the Company is in doubt as to the entitlement of any such
beneficiary to any shares of Restricted Stock, the Company may determine
to recognize only the legal representative of the Award Holder in which
case the Company shall not be under any further liability to anyone.
7. STOCKHOLDER RIGHTS. During the period that any shares of Restricted Stock
remain subject to forfeiture under Section 1 hereof, the Award Holder
shall retain all rights of a stockholder of the Company with respect to
such shares, including the right to vote such shares and the right to
receive dividends paid in respect of such shares.
8. WITHHOLDING. The Company shall have the right to require the Award Holder
(or if applicable, permitted assigns, heirs or Beneficiaries) to remit to
the Company an amount sufficient to satisfy any tax requirements prior to
the delivery of any certificate or certificates for Restricted Shares
under this Agreement. All or a portion of the taxes required to be
withheld in connection with the lapse of restrictions on an Award may be
paid by withholding shares to be delivered to the Award Holder pursuant to
an Award.
9. NO RIGHT TO 83(b) ELECTION. The Award Holder shall have no right to file
an Internal Revenue Code section 83(b) election in connection with this
Award. In the event the Award Holder files such election, this Restricted
Stock Agreement shall become null and void and the Award shall be
immediately forfeited.
10. NOTICES. Any notice to be given under the terms of this Agreement shall be
in writing and addressed to the Company at its principal office in
Calabasas, California, and to the Award Holder at the address of the Award
Holder on file with the Company, or which the Award Holder may hereafter
designate in writing.
IN WITNESS WHEREOF, by clicking the Accept Button below, the Award Holder
acknowledges acceptance of the terms and conditions of this Agreement.
Yes, I do accept
(Click here to view grant information. Use
your "Time and Attendance" password to log in).
No, I do not accept
If you do not accept, your grant will be voided.
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