NEW CENTURY FINANCIAL CORPORATION
1995 STOCK OPTION PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AWARD AGREEMENT is dated as of the ___ day of
_______, 19__, by and between New Century Financial
Corporation, a Delaware corporation (the "Company") and
______________________ (the "Participant").
W I T N E S S E T H
WHEREAS, on ________________, 19__, pursuant to
the New Century Financial Corporation 1995 Stock Option Plan
(the "Plan"), the Company granted to the Participant,
effective as of _______________, 19__, (the "Award Date"), a
restricted stock award (the "Restricted Stock Award" or
"Award") upon the terms and conditions hereinafter set
forth;
NOW, THEREFORE, in consideration of the mutual
promises and covenants made herein and the mutual benefits
to be derived herefrom, the parties hereto agree as follows:
1. GRANT OF AWARD.
(a) The Company has granted to the Participant as
a matter of separate inducement and agreement in connection
with his or her employment, and not in lieu of any salary or
other compensation for his or her services, an Award with
respect to an aggregate of _________ shares of Restricted
Stock at the price of $0.01 per share (the "Purchase
Price"), which amount (the "Returnable Amount") shall be
returnable to the Participant upon forfeiture.
(b) The Company shall issue a certificate or
certificates for the shares of Restricted Stock subject to
the Award, registered in the name of the Participant, which
certificate(s) shall be held by the Company until such time
as the shares shall have become vested (which, in any event,
can not be earlier than six months after the Award Date).
The Award shall vest as follows:
Date on Which Restricted Stock Number of Shares as to
is Vested ("Vesting Date") Which Vesting Occurs
[One Year] , 19__ [1/3]
[Two Years] , 19__ [1/3]
[Three Years] , 19__ [1/3]
(c) The Participant shall execute a stock power
or stock powers, in blank, with respect to such
certificate(s) and shall deliver the same to the Company.
The Participant, by acceptance of the Award, hereby appoints
the Company and each of its authorized representatives as
the Participant's attorney(s)-in-fact to effect any transfer
of such shares to the Company as may be required pursuant to
the Plan or this Award Agreement and to execute such
documents as the Company or such representatives deem
necessary or advisable in connection with any such transfer.
2. CONTINUANCE OF EMPLOYMENT. The Participant hereby
agrees to remain in the employ of the Company for a period
of not less than six months from the Award Date. Nothing
contained in this Award Agreement or in the Plan shall
confer upon the Participant any right to continue in the
employ of the Company or constitute any contract or
agreement of employment. The Participant acknowledges that
the Company has the right to terminate the Participant at
will. Nothing contained in this Award Agreement or in the
Plan shall interfere in any way with the right of the
Company to (i) terminate the employment of the Participant
at any time for any reason whatsoever, with or without
cause, or (ii) reduce the compensation received by the
Participant from the rate in existence on the Award Date.
However, nothing contained in this Agreement shall affect
any independent contractual right of the Participant.
3. RESTRICTED STOCK.
(a) Prior to the Vesting Date(s), the shares of
Restricted Stock subject to the Award may not be sold,
assigned, transferred, pledged or otherwise disposed of or
encumbered, either voluntarily or involuntarily.
(b) The Participant shall be entitled to dividend
and voting rights with respect to the shares of Restricted
Stock subject to the Award even though such shares are not
vested, provided that such rights shall terminate
immediately as to any Restricted Stock which is forfeited.
Any shares receivable by the Participant pursuant to Section
6.2 of the Plan with respect to the Restricted Stock will be
subject to the restrictions set forth in this Award
Agreement to the same extent as the shares of Restricted
Stock to which such shares relate.
4. LAPSE OF RESTRICTIONS. The shares of Restricted
Stock shall vest on the Vesting Date(s) specified in Section
1 of this Award Agreement. Promptly after the Vesting Date
and satisfaction of all applicable restrictions, a
certificate or certificates evidencing the number of shares
of Common Stock as to which the restrictions have lapsed (or
such lesser number as may be permitted pursuant to Section
10 of this Award Agreement) shall be delivered to the
Participant; provided, that the Participant shall have
delivered to the Company any written statements required
pursuant to Section 8 of this Award Agreement and all
withholding taxes required pursuant to Section 10 of this
Award Agreement have been paid or otherwise provided for.
5. EFFECT OF TERMINATION OF RELATIONSHIP.
(a) If the Participant terminates employment with
the Company for any reason other than due to his or her
death or Total Disability, the Participant's shares of
Restricted Stock shall be forfeited to the extent such
shares have not become vested on the date of such
termination. If the Participant terminates employment with
the Company due to his or her death or Total Disability, the
Participant's shares of Restricted Stock shall become fully
vested as of the date of such termination. If an entity
ceases to be a Subsidiary, such action shall be deemed to be
a termination of employment of each employee of that entity.
(b) Upon forfeiture of shares of Restricted Stock
pursuant to (a) above, the Participant, or the Participant's
Beneficiary or Personal Representative, as the case may be,
shall transfer to the Company the portion of the Award not
vested at the date of termination of employment, without
payment of any consideration by the Company for such
transfer other than such Returnable Amount, if any, as may
be specified in this Award Agreement. Notwithstanding any
such transfer to the Company, or failure, refusal or neglect
to transfer, by the Participant, or Participant's
Beneficiary or Personal Representative, as the case may be,
such nonvested portion of the Award shall be deemed
transferred automatically to the Company on the date of
termination of employment.
6. NON-ASSIGNABILITY OF AWARD. Subject to limited
exceptions contained in Section 1.7 of the Plan, amounts
payable pursuant to the Award shall be paid only to the
Participant or the Participant's Beneficiary or Personal
Representative, as the case may be, and amounts payable
under and interests in the Award may not be sold,
transferred, pledged, assigned or alienated.
7. ADJUSTMENT UPON SPECIFIED CHARGES. As set forth
in Section 6.2 of the Plan, upon the occurrence of specified
events relating to the Company's stock, adjustments will be
made in the number and kind of shares that may be issuable
under or in the consideration payable with respect to an
Award.
8. ACCELERATION. Upon the occurrence of an Event,
the Restricted Stock shall immediately vest free of
restrictions (subject to the minimum six month period set
forth in Section 1(b) of this Agreement), unless prior to
the Event the Board determines otherwise.
9. APPLICATION OF SECURITIES LAWS. The granting and
vesting of the Award and the issuance or transfer of shares
pursuant to the Award are subject to compliance with all
applicable federal and state laws, rules and regulations
(including but not limited to state and federal securities
laws and federal margin requirements) and to such approvals
by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Company, be necessary or
advisable in connection therewith. All securities acquired
pursuant to the Award shall be subject to such restrictions
and the person acquiring such securities shall, if requested
by the Company, provide such assurances and representations
to the Company as the Company may deem necessary or
desirable to assure compliance with all applicable legal
requirements. The Committee may impose such conditions on
an Award or on its acceleration or on the payment of any
withholding obligation as may be required to satisfy
applicable regulatory requirements.
10. NOTICES. Any notice to be given to the Company
under the terms of this Award Agreement or pursuant to the
Plan shall be in writing and addressed to the Secretary of
the Company at its principal office and any notice to be
given to the Participant shall be addressed to him or her at
the address given beneath the Participant's signature
hereto, or at such other address as either party may
hereafter designate in writing to the other party. Any such
notice shall be deemed to have been duly given if hand
delivered or when enclosed in a properly sealed envelope
addressed as aforesaid and deposited the United States mail
(or, in the case of notices sent from countries other than
the United States, when received).
11. EFFECT OF AWARD AGREEMENT. This Award Agreement
shall be assumed by, be binding upon and inure to the
benefit of any successor or successors of the Company to the
extent provided in Sections 6.2 and 6.4 of the Plan.
12. TAX WITHHOLDING. At the time that the shares of
Restricted Stock vest free of restrictions or are treated as
vesting under an election pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, the Company shall
have the right to require the Participant (or other person
entitled to receive such shares under the Plan) to pay by
cash or check payable to the Company, the amount of any
federal, state, local, foreign, or other taxes it may be
required to withhold with respect to such transaction. The
Company may also permit, consistent with rules established
by the Committee, the Participant to pay any such
withholding taxes by reducing the number of shares otherwise
transferrable pursuant to the Award.
13. TERMS OF PLAN GOVERN. The Award and this Award
Agreement are subject to, and the Company and the
Participant agree to be bound by, all of the terms and
conditions of the Plan. Capitalized terms not otherwise
defined herein are defined in the Plan. The Participant
acknowledges receipt of a copy of the Plan, which is
incorporated herein by this reference. The rights of the
Participant are subject to limitations, adjustments,
modifications, suspension and termination in certain
circumstances and upon the occurrence of certain conditions
as set forth in the Plan.
14. LAWS APPLICABLE TO CONSTRUCTION. The Award has
been granted, executed and delivered as of the day and year
first above written and the interpretation, performance and
enforcement of the Award and this Award Agreement shall be
governed by the laws of the State of California.
IN WITNESS WHEREOF, the Company has caused this
Award Agreement to be executed on its behalf by a duly
authorized officer and the Participant has hereunto set his
or her hand as of the date and year first above written.
NEW CENTURY FINANCIAL CORPORATION
By:______________________________________
Its:_____________________________
PARTICIPANT
___________________________________
(Signature)
____________________________________
(Print Name)
____________________________________
(Address)
____________________________________
(City, State, Zip Code)
____________________________________
(Social Security Number)
CONSENT OF SPOUSE
In consideration of the execution of the foregoing
Restricted Stock Award Agreement by New Century Financial
Corporation, I, ____________________, the spouse of
Participant therein named, do hereby join with my spouse in
executing the foregoing Restricted Stock Award Agreement and
do hereby agree to be bound by all of the terms and
provisions thereof and of the Plan.
Date: ___________________ __________________________________
(Signature of Spouse)
__________________________________
(Print Name)
