Common use of Vesting Exercise Clause in Contracts

Vesting Exercise. (a) The rights represented by this Warrant will vest and may be exercised by the Holder for the number of Warrant Shares and at the times set forth in the following schedule: NUMBER OF WARRANT SHARES VESTING DATE 518,750 shares On the date hereof 43,750 shares July 1, 2000 43,750 shares October 1, 2000 43,750 shares January 1, 2001 Notwithstanding the foregoing, with respect to Warrants with possible vesting dates after the date hereof, such Warrants will not vest nor be exercisable if, as of the relevant date, New Century Mortgage Corporation ("NCMC") has repaid all amounts owed to U.S. Bank National Association pursuant to the Subordinated Loan Agreement dated as of April 28, 2000 by and between U.S. Bank National Association and NCMC and the Second Amended and Restated Subordinated Promissory Note dated as of April 28, 2000 made by NCMC to U.S. Bank National Association. Warrants that fail to vest on the applicable vesting date in accordance with the immediately preceding sentence shall terminate as of such date and shall be of no further force and effect. (b) The rights represented by this Warrant may be exercised by the Holder, in whole or in part, by written election in the form set forth below, by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and by payment to the Company by cash, certified check or bank draft of the Warrant Exercise Price. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant has been exercised by payment to the Company of the Warrant Exercise Price. Certificates for the Warrant Shares so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new warrant representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised shall also be delivered to the Holder hereof within such time. No fractional shares shall be issued upon the exercise of this Warrant.

Vesting Exercise. (a) The rights represented by this Warrant will Subject to Section 3(f), 50% of the shares of Common Stock subject to the Option shall vest and may be exercised by become exercisable upon the Holder consummation of a Change in Control, if and only if the Change in Control Price Per Share Threshold is met, subject to the Participant’s continued employment through such Change in Control (the portion of the Option described in in this Section 3(a), the “Performance-Vesting Portion”); provided, however, if the Participant experiences a Termination without Cause or for Good Reason and a Change in Control occurs within six (6) months after such Termination, the number applicable percentage of Warrant shares of Common Stock subject to the Option shall vest and become exercisable, to the extent that such Shares and at would have vested as of the times set forth Change in Control pursuant to this Section 3(a) had the following schedule: NUMBER OF WARRANT SHARES VESTING DATE 518,750 shares On Termination occurred on the date hereof 43,750 shares July 1of the Change in Control. Any of the Performance-Vesting Portion that does not vest in connection with a Change in Control shall terminate and shall not be exercisable immediately after such Change in Control; provided, 2000 43,750 shares October 1, 2000 43,750 shares January 1, 2001 Notwithstanding the foregoingthat if in connection with such Change in Control, with respect to Warrants with possible vesting dates after the Common Stock, there is contingent right to receive cash and/or equity on or at a future date hereofor time under Section 3(d)(i)(C), such Warrants will not vest nor be exercisable if, then the Performance-Vesting Portion that is unvested as of the relevant date, New Century Mortgage Corporation ("NCMC") has repaid all amounts owed date of such Change in Control shall remain outstanding and eligible to U.S. Bank National Association pursuant become vested solely upon any applicable Contingent Right Payment Date with respect to the Subordinated Loan Agreement dated as of April 28, 2000 by and between U.S. Bank National Association and NCMC and the Second Amended and Restated Subordinated Promissory Note dated as of April 28, 2000 made by NCMC to U.S. Bank National Association. Warrants that fail to vest on the applicable vesting date such contingent right in accordance with the performance criteria set forth in this Section 3(a) through the final applicable Contingent Right Payment Date, subject to the Participant’s continued employment with any of the Company Entities through the applicable Contingent Right Payment Date; the Performance-Vesting Portion that remains unvested as of the final Contingent Right Payment Date shall be forfeited immediately preceding sentence shall terminate following such Contingent Right Payment Date. Notwithstanding the foregoing in this Section 3(a), if a Participant experiences a Termination without Cause or for Good Reason, in each case, following a Change in Control, and in connection with such Change in Control, the Common Stock received a contingent right to receive cash and/or equity on or at a future date or time under Section 3(d)(i)(C) and the final Contingent Right Payment Date with respect to such contingent right has not occurred as of such Termination, then the Performance-Vesting Portion that is unvested as of the date of Termination shall remain outstanding and eligible to become vested solely upon any applicable Contingent Right Payment Date with respect to such contingent right in accordance with the performance criteria set forth in this Section 3(a) through the final applicable Contingent Right Payment Date; the Performance-Vesting Portion that remains unvested as of the final Contingent Right Payment Date shall be forfeited immediately following such Contingent Right Payment Date. Upon any Termination following a Change in Control that is not described in the immediately preceding sentence, the Performance-Based Portion that is unvested as of no further force and effectthe date of Termination shall be forfeited immediately following such Termination. (b) The rights represented by this Warrant may be exercised by Notwithstanding the Holderforegoing in Section 3(a), in whole or in partthe event of an IPO, by written election in the form set forth below, by the surrender of this Warrant (properly endorsed if required) at the principal office vesting of the Company and by payment Performance Vesting Portion will accelerate as follows: if an IPO occurs one year or more after the Grant Date, 12.5% of the shares of Common Stock subject to the Company by cashOption shall vest, certified check or bank draft and if an IPO occurs more than one year after the Grant Date, an additional 3.125% of the Warrant Exercise Priceshares of Common Stock subject to the Option shall vest on the first day of each such calendar quarter which is after one year after the Grant Date. The shares so purchased shall be deemed to be issued as vesting of any portion of the close of business PerformanceVesting Portion that did not vest on an IPO, shall instead vest as provided in Section 3(e) for the date on which this Warrant Time-Vested Portion, with vesting measured from the Grant Date; provided, however, that the Participant has been exercised by payment not experienced a Termination prior to each applicable vesting date. (c) Unless an employment or similar agreement between the Participant and the Company is in place otherwise providing a definition, which definition shall control for these purposes, for purposes hereunder, “Good Reason” shall mean the occurrence of any of the Warrant Exercise Price. Certificates for following events, without the Warrant Shares so purchased, bearing an appropriate restrictive legend, shall be delivered to prior written consent of the Holder within fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new warrant representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised shall also be delivered to the Holder hereof within such time. No fractional shares shall be issued upon the exercise of this Warrant.Participant:

Vesting Exercise. (a) The rights represented by this Warrant will vest and may be exercised by the Holder for the number of Warrant Shares and at the times set forth in the following schedule: NUMBER OF WARRANT SHARES VESTING DATE ------------------------ ------------ 518,750 shares On the date hereof 43,750 shares July 1, 2000 43,750 shares October 1, 2000 43,750 shares January 1, 2001 Notwithstanding the foregoing, with respect to Warrants with possible vesting dates after the date hereof, such Warrants will not vest nor be exercisable if, as of the relevant date, New Century Mortgage Corporation ("NCMC") has repaid all amounts owed to U.S. Bank National Association pursuant to the Subordinated Loan Agreement dated as of April 28, 2000 by and between U.S. Bank National Association and NCMC and the Second Amended and Restated Subordinated Promissory Note dated as of April 28, 2000 made by NCMC to U.S. Bank National Association. Warrants that fail to vest on the applicable vesting date in accordance with the immediately preceding sentence shall terminate as of such date and shall be of no further force and effect. (b) The rights represented by this Warrant may be exercised by the Holder, in whole or in part, by written election in the form set forth below, by the surrender of this Warrant (properly endorsed if required) at the principal office of the Company and by payment to the Company by cash, certified check or bank draft of the Warrant Exercise Price. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant has been exercised by payment to the Company of the Warrant Exercise Price. Certificates for the Warrant Shares so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new warrant representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised shall also be delivered to the Holder hereof within such time. No fractional shares shall be issued upon the exercise of this Warrant.

Vesting Exercise. Subject to the Participant’s continued service with the Company or its Subsidiaries through each applicable vesting date, this Option shall vest and become exercisable in three (3) pro-rata equal installments covering one-third (1/3) of the shares covered by the Option (rounded down to the next whole number of shares) on each of (a) The rights represented the Grant Date, (b) the first anniversary of the Grant Date and (c) the second anniversary of the Grant Date, respectively; provided, however, that this Option shall immediately become fully vested and exercisable upon a Change in Control, subject to the Participant’s continued service on the date of such Change in Control. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. Notwithstanding anything contained herein to the contrary, this Option shall cease vesting immediately as of the Participant’s termination of service with the Company and/or its Subsidiaries for any reason, and any portion of the Option that is not vested as of the date of the Participant’s termination of service for any reason shall terminate and expire as of the date of such termination. All decisions by the Board with respect to any calculations pursuant to this Warrant will vest Section (absent manifest error) shall be final and binding on the Participant. To the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Holder for the number of Warrant Shares and at the times set forth in the following schedule: NUMBER OF WARRANT SHARES VESTING DATE 518,750 shares On the date hereof 43,750 shares July 1, 2000 43,750 shares October 1, 2000 43,750 shares January 1, 2001 Notwithstanding the foregoing, with respect to Warrants with possible vesting dates after the date hereof, such Warrants will not vest nor be exercisable if, as of the relevant date, New Century Mortgage Corporation ("NCMC") has repaid all amounts owed to U.S. Bank National Association pursuant to the Subordinated Loan Agreement dated as of April 28, 2000 by and between U.S. Bank National Association and NCMC and the Second Amended and Restated Subordinated Promissory Note dated as of April 28, 2000 made by NCMC to U.S. Bank National Association. Warrants that fail to vest on the applicable vesting date in accordance with the immediately preceding sentence shall terminate as of such date and shall be of no further force and effect. (b) The rights represented by this Warrant may be exercised by the HolderParticipant, in whole or in part, by written election at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Section 6.9 of the form set forth belowPlan, including, without limitation, by the surrender filing of this Warrant (properly endorsed if required) at any written form of exercise notice as may be required by the principal office Committee and payment in full of the Company and Per Share Exercise Price specified above multiplied by payment to the Company by cash, certified check or bank draft of the Warrant Exercise Price. The shares so purchased shall be deemed to be issued as of the close of business on the date on which this Warrant has been exercised by payment to the Company of the Warrant Exercise Price. Certificates for the Warrant Shares so purchased, bearing an appropriate restrictive legend, shall be delivered to the Holder within fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new warrant representing the number of Warrant Shares, if any, with respect to which this Warrant has not been exercised shall also be delivered to shares of Common Stock underlying the Holder hereof within such time. No fractional shares shall be issued upon portion of the exercise of this WarrantOption exercised.