exv10w1



 






Exhibit 10.1




FOURTH AMENDMENT

TO

2000 EQUITY INCENTIVE PLAN

OF

COUNTRYWIDE FINANCIAL CORPORATION

(Amended and Restated Effective June 16, 2004)




     WHEREAS, the Compensation Committee of the Board of Directors of Countrywide Financial
Corporation (the “Company”) has determined that it is in the best interest of the Company to amend
the 2000 Equity Incentive Plan of Countrywide Financial Corporation (Amended and Restated Effective
June 16, 2004) to have optionees receive stock in lieu of cash in the event they wish to surrender
options following a Corporate Change;



     NOW
THEREFORE, the 2000 Plan is amended, effective as of December 23, 2005, in the following
particulars:



     1. Section 9.2 is hereby deleted and new Section 9.2 is inserted in its place as follows:



     “9.2 Effect of Corporate Change. Notwithstanding anything contained in the Plan or an
Option Document to the contrary, in the event of a Corporate Change:




     (a) (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
payment in Shares (valued at the Fair Market Value on the date preceding the date of such
surrender) equal to the excess, if any, of (x) (A) in the case of an Option not intended to
qualify as an ISO, the greater of (i) the Fair Market Value, on the date preceding the date
of surrender of the Shares subject to the Option or portion thereof surrendered, or (ii) the
Adjusted Fair Market Value of the Shares subject to the Option or portion thereof
surrendered or (B) in the case of an ISO, the Fair Market Value, on the date preceding the
date of surrender, of the Shares subject to the Option or portion thereof surrendered, over
(y) the aggregate purchase price for such 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. For purposes of
this Section 9.2, the “Adjusted Fair Market Value” means the greater of (1) the highest
price per Share paid to holders of the Shares in any transaction (or series of transactions)
constituting or resulting in a Corporate Change or (2) the highest Fair Market Value of a
Share during the ninety (90) day period ending on the date of the Corporate Change.”



[THE NEXT PAGE IS THE SIGNATURE PAGE]




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     IN WITNESS WHEREOF, the Company has caused this Fourth Amendment to be executed by its duly
authorized officer this 29th day of December, 2005.



	 	 	 	 	 
	 	Countrywide Financial Corporation

 	 
	 	By:  	 /s/ Marshall M. Gates
 	 
	 	 	Marshall M. Gates 	 
	 	 	Senior Managing Director,
Chief Administrative Officer 	 



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