EXHIBIT 10.107
COUNTRYWIDE FINANCIAL CORPORATION
PERFORMANCE VESTED
INCENTIVE STOCK OPTION AGREEMENT
This "Agreement" is made as of [insert date] between Countrywide Financial
Corporation (the "Company") and you (the "Optionee"). The Option granted
pursuant to this Agreement is intended to be treated as an incentive stock
option under section 422 of the Internal Revenue Code (the "Code").
In accordance with the Countrywide Financial Corporation 2000 Equity
Incentive Plan (the "Plan"), the Company has granted to the Optionee an Option
to purchase all or any part of the number of shares common stock, par value $.05
per share ("Option Shares"), of the Company, as set forth on the Option
Statement (the "Statement") linked electronically hereto upon the terms and
conditions described in this Agreement, the Statement and the Plan. Capitalized
terms not defined herein shall have the meaning ascribed to them in the Plan.
1. (a) GRANT AND VESTING OF OPTION. This Agreement along with the Statement
evidences the Company's grant to the Optionee on the date stated above (the
"Grant Date"), the right and option to purchase, on the terms and conditions
described in this Agreement and in the Plan, all or any part of the number of
Option Shares of common stock, at the price per share described in the Statement
(the "Option") subject to the provisions of this Agreement and the Plan. The
Option shall become exercisable if, and only if, both (i) the employee is
employed by the Company on the vesting date and (ii) the Earnings Per Share
("EPS") goals of the Company have been attained pursuant to the following
schedule:
Cumulative Percentage of
Shares Exercisable Vesting Date* Cumulative EPS Goals
------------------------- ------------- ----------------------------------------
33% April 1, 2005 $6.00 (EPS for 2004 only)
66% April 1, 2006 $13.00 (EPS for 2004 plus 2005)
100% April 1, 2007 $20.00 (EPS for 2004,'05 plus '06)
Remaining unvested shares April 1, 2008 $27.00 (EPS for 2004, '05, '06 plus 2007
* provided Cumulative EPS Goals are achieved
The Option shall become fully exercisable on October 1, 2008 whether or not the
Cumulative EPS Goals have been achieved. The Option shall expire at 5:00 p.m.,
central time, on the fifth anniversary of the Grant Date (the "Expiration
Date").
2. METHOD OF EXERCISE. The exercise price of an Option shall be paid in the form
of one or more of the following, as the Committee may specify, either through
the terms of this Agreement or at the time of exercise of an Option: (a) cash or
certified or cashiers' check, (b) shares of capital stock of the Company that
have been held by the Optionee for at least six (6) months, (c) other property
deemed acceptable by the Committee, or (d) any combination of (a) through (c).
3. TERMINATION OF OPTION AND ACCELERATION OF VESTING.
(a) EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE. An Option shall
terminate upon or following an Optionee's termination of employment with the
Company and its Subsidiaries as follows:
(i) In the event an Optionee's employment terminates for any reason
other than death, Disability, Cause or Retirement, then the Optionee may at any
time within three (3) months after his or her termination of employment,
exercise an Option to the extent, and only to the extent, the Option or portion
thereof was exercisable at the date of such termination.
(ii) in the event the Optionee's employment terminates, other than
as a result of death or Cause, and the Optionee returns to employment with the
Company within three (3) months after the termination, the termination will have
no effect on the Option and the Optionee shall have the same number of shares,
to the extent not exercised, and the same vesting schedule set forth in this
Agreement;
(iii) In the event the Optionee's employment terminates as a result
of Disability, then the Optionee may at any time within one (1) year after such
termination exercise such Option to the extent, and only to the extent, the
Option or portion thereof was exercisable on the date of termination.
(iv) In the event an Optionee's employment terminates for Cause, the
Option shall terminate immediately and no rights thereunder may be exercised.
(v) In the event an Optionee dies while an employee of the Company
or any Subsidiary or within three (3) months after termination as described in
clause (i) above or within one (1) year after termination as a result of
Disability as described in clause (iii) above or Retirement under clause (vi)
below, then the Option may be exercised at any time within one (1) year after
the Optionee's death by the person or persons to whom the Optionee's rights pass
by transfer or Beneficiary Designation, as the case may be, or, absent such a
transfer or Beneficiary Designation, as the case may be, by the person or
persons to whom such rights under the Option shall pass by will or the laws of
descent and distribution; provided however, that an Option may be exercised to
the extent, and only to the extent, that the Option or portion thereof was
exercisable on the date of death or earlier termination.
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(vi) In the event an Optionee's employment terminates as a result of
Retirement, the Optionee may at any time within one (1) year after termination
of service by reason of Retirement, exercise such Options to the extent, and
only to the extent, the Options or portion thereof was exercisable at the date
of such termination.
(b) EFFECT OF A CORPORATE CHANGE. In the event of a Corporate Change, (1)
all Options outstanding on the date of such Corporate Change shall become
immediately and fully exercisable and (2) an Optionee shall be permitted to
surrender for cancellation within sixty (60) days after such Corporate Change,
any Option or portion of an Option to the extent not yet exercised and the
Optionee will be entitled to receive a cash payment in an amount equal to the
excess, if any of (x) the Fair Market Value, on the date preceding the date of
surrender of the Option Shares subject to the Option or portion thereof
surrendered, over (y) the aggregate purchase price for such Option Shares under
the Option or portion thereof surrendered; provided however, that in the case of
an Option granted within six (6) months prior to the Corporate Change to any
Optionee who may be subject to liability under Section 16(b) of the Exchange
Act, such Optionee shall be entitled to surrender for cancellation his or her
Option during the sixty (60) day period commencing upon the expiration of six
(6) months from the date of grant of any such Option.
4. NON-TRANSFERABILITY OF OPTION. No Option granted under the Plan, nor any
interest in such Option, may be sold, assigned, conveyed, gifted, pledged,
hypothecated or otherwise transferred in any manner, other than pursuant to the
Beneficiary Designation, by will or the laws of descent and distribution or by a
qualified domestic relations order.
5. RIGHTS OF THE OPTIONEE. No Optionee shall be deemed for any purpose to be the
owner of any Option Shares subject to any Option unless and until (a) the Option
shall have been exercised pursuant to the terms thereof, (b) the Company shall
have issued and delivered the Option Shares to the Optionee and (c) the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Option Shares.
6. ADJUSTMENT. If the outstanding shares of common stock or other securities of
the Company, or both, for which an Option is then exercisable or as to which an
Option is to be settled shall at any time be changed or exchanged by declaration
of a stock dividend, stock split or reverse stock split, combination of shares,
recapitalization, or reorganization, the Board of Directors or the Committee
shall appropriately and equitably adjust the number and kind of shares of common
stock or other securities which are subject to the Plan or subject to any
Options theretofore granted, and the exercise or settlement prices of such
Options, so as to maintain the proportionate number of shares or other
securities without changing the aggregate exercise or settlement price;
provided, however, that such adjustment shall be made only to the extent that
such adjustment will not affect the status of an Option intended to qualify as
an incentive stock option or as "performance based compensation" under Code
section 162(m). If the Company recapitalizes or otherwise changes its capital
structure, or merges, consolidates, sells all
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of its assets or dissolves (each of the foregoing a "Fundamental Change"), then
thereafter upon any exercise of Options theretofore granted, the Participant
shall be entitled to purchase under such Options, in lieu of the number of
shares of common stock as to which such Options shall then be exercisable, the
number and class of shares of stock, securities, cash, property or other
consideration to which the Participant would have been entitled pursuant to the
terms of the Fundamental Change if, immediately prior to such Fundamental
Change, the Participant had been the holder of record of the number of shares of
common stock as to which such Option is then exercisable.
7. WITHHOLDING. Subject to limitations set forth in the Plan, the Company shall
have the right to deduct from any distribution of cash to any Optionee, an
amount equal to the federal, state and local income taxes and other amounts as
my be required by law to be withheld (the "Withholding for Taxes") with respect
to any Option. If an Optionee is entitled to receive Option Shares upon exercise
of an Option, the Optionee shall pay the Withholding for Taxes to the Company
prior to the issuance of such Option Shares. If an Optionee makes a disposition,
within the meaning of Code section 424(c), of any Share or Option Shares issued
pursuant to the exercise of an incentive stock option within the two-year period
commencing on the day after the date of the grant or within a one-year period
commencing on the day after the date of transfer of such Share or Option Shares
to the Optionee pursuant to such exercise, the Optionee shall within ten (10)
days of such disposition, notify the Company thereof, by delivery of written
notice to the Company at its principal executive office, and immediately deliver
to the Company the amount of Withholding for Taxes.
8. AMENDMENTS AND TERMINATION. The Board (or a duly authorized committee of the
Board) may amend, alter or discontinue the Plan at any time but, except as
provided pursuant to the anti-dilution adjustment of the Plan, no such amendment
shall, without the approval of the stockholders of the Company: (a) increase the
maximum number of shares of common stock for which Options may be granted under
the Plan; (b) reduce the price at which Options may be granted below the price
provided for in Section 6.2 of the Plan; (c) reduce the exercise price of
outstanding Options; (d) extend the term of this Plan; (e) change the class of
persons eligible to be Participants; (f)impair the rights of any Optionee
without such holder's consent.
9. BENEFICIARY DESIGNATION. The Optionee may file with the Company a written
designation of a beneficiary or beneficiaries under the Plan on the form found
in the Benefits Bookstore on HR Cafe and may from time to time revoke or amend
any such designation. Any designation of beneficiary shall be controlling over
any other disposition, testamentary or otherwise. Designating a beneficiary to
exercise the Option at death may in some jurisdictions (e.g., California) enable
the Optionee to avoid the inclusion of Options in the Optionee's probate estate
at death. Such Options will, however, still be included in the Optionee's estate
for estate tax purposes. If the Optionee does not make any designation, then the
Optionee's Options will pass by will or by applicable laws of descent and
distribution.
10. OPTIONEE STATEMENT AND MODIFICATIONS. The Option granted to the Optionee
under this Agreement, the Grant Date, and its exercise price and vesting
schedule with
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respect thereto, shall be set forth on the Statement. The Optionee hereby
acknowledges and agrees that the Statement may be revised from time to time by
the Company to reflect additional grants of Options, exercises of Options and
any permitted modifications to the Plan and Options granted thereunder. Unless
the Optionee provides written notice to the Company's Stock Option Administrator
within thirty (30) days of receipt of the Statement at the principal office of
the Company in Calabasas, California, or such other addresses as may be
communicated to the Optionee, the Statement (including any revisions
incorporated therein) shall be binding on the Optionee, without further notice
to or acknowledgment by the Optionee. If no notice is received from the Optionee
within the thirty (30) day period, then the Optionee shall be deemed to have
acknowledged that the Statement is binding with respect to the information
contained therein.
IN WITNESS WHEREOF, by clicking the Accept Button below, the Optionee
acknowledges acceptance of the terms and conditions of this Agreement.
Yes, I do accept
(Click here to view grant information. Use
your HR Cafe password to log in).
No, I do not accept
If you do not accept, your grant will be voided
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