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0000950129-06-004698.txt : 20060501 0000950129-06-004698.hdr.sgml : 20060501 20060501172123 ACCESSION NUMBER: 0000950129-06-004698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060426 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE FINANCIAL CORP CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12331-01 FILM NUMBER: 06796294 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K 1 v20058e8vk.htm COUNTRYWIDE FINANCIAL CORPORATION e8vk

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): April 26, 2006

COUNTRYWIDE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation)		1-8422 (Commission File Number)		13-2641992 (IRS Employer Identification No.)


4500 Park Granada, Calabasas, CA (Address of principal executive offices)		91302 (Zip Code)

Registrant’s telephone number, including area code: (818) 225-3000

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS


	Item 1.01 Entry into a Material Definitive Agreement
	Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Exhibit 10.1
Exhibit 10.2

Item 1.01 Entry into a Material Definitive Agreement

On April 26, 2006, Countrywide Financial Corporation (the “Company”) entered into director emeritus agreements with each of Ben M. Enis (the “Enis Agreement”) and Edwin Heller (the “Heller Agreement” and, together with the Enis Agreement, the “Director Emeritus Agreements”). Effective upon election of the Class I Directors to the Company’s Board of Directors (the “Board”) at the 2006 Annual Meeting of Stockholders, to be held on June 14, 2006, Messrs. Enis and Heller are retiring from the Board. Pursuant to the terms of the Director Emeritus Agreements, Messrs. Enis and Heller will each become a Director Emeritus. Under the terms of the Director Emeritus Agreements, Messrs. Enis and Heller each agree to provide up to five hours per month of advisory and consulting services to the Company and its subsidiaries, as the Board may determine, and to attend meetings as requested by the Company. Each of Messrs. Enis and Heller are required to refrain from disclosing confidential information and from entering into an employment or consulting agreement with, or from supplying any information or materials to, any competitor of the Company or its subsidiaries.

Each of the Director Emeritus Agreements provides that stock options granted to Messrs. Enis and Heller during their tenure as a director will continue to vest as provided under the Company’s applicable equity plans and that each of their shares of restricted stock will automatically vest upon their becoming a Director Emeritus. As a Director Emeritus, each of Messrs. Enis and Heller and each of their dependents are entitled to participate in the Company’s health plans. In the event Messrs. Enis and Heller are requested to attend a meeting of the Board, they will be entitled to a payment in an amount not less than the then-current per meeting fee payable to non-employee directors of the Company for attending Board meetings plus reimbursement of reasonable expenses they incur in connection with such attendance.

The term of the Enis Agreement and the Heller Agreement is for the life of Mr. Enis and Mr. Heller, respectively, unless earlier terminated by Mr. Enis or Mr. Heller, as the case may be, pursuant to its terms.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

	10.1		Director Emeritus Agreement dated April 26, 2006 by and between Countrywide Financial Corporation and Ben M. Enis.

	10.2		Director Emeritus Agreement dated April 26, 2006 by and between Countrywide Financial Corporation and Edwin Heller.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	COUNTRYWIDE FINANCIAL CORPORATION
Dated: May 1, 2006		/s/ MARSHALL M. GATES
		Name:	Marshall M. Gates
		Title:	Senior Managing Director and Chief Administrative Officer

EXHIBIT INDEX


Exhibit
No.
10.1		Director Emeritus Agreement dated April 26, 2006 by and between Countrywide Financial Corporation and Ben M. Enis

10.2		Director Emeritus Agreement dated April 26, 2006 by and between Countrywide Financial Corporation and Edwin Heller

EX-10.1 2 v20058exv10w1.htm EXHIBIT 10.1 exv10w1

EXHIBIT 10.1

COUNTRYWIDE FINANCIAL CORPORATION

DIRECTOR EMERITUS AGREEMENT

Director Emeritus Agreement (the “Agreement”), dated as of April 26, 2006 by and between Countrywide Financial Corporation, a Delaware corporation (the “Company”), and Ben M. Enis (the “Director Emeritus”).

WHEREAS, at a meeting of the Board of Directors of the Company (the “Board”) duly held on February 11, 1987, the Board adopted resolutions authorizing the creation of a Director Emeritus position for directors of the Company who no longer serve as an active member of the Board;

WHEREAS, at a meeting of the Board duly held on May 10, 2001, the Board adopted resolutions setting forth revised criteria for the position of Director Emeritus;

WHEREAS, the Director Emeritus will separate from active membership on the Board and desires to be appointed to the position of Director Emeritus; and

WHEREAS, the Company desires to appoint the Director Emeritus to the position of Director Emeritus in order to receive valuable advisor and consultative services from the Director Emeritus.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

1. Appointment of Director Emeritus. The Company hereby appoints the Director Emeritus, and the Director Emeritus consents to his appointment, to the position of Director Emeritus effective on his date of separation from active service on the Board.

2. Duties. The Director Emeritus hereby covenants and agrees to make himself available to the Company and its subsidiaries on policy matters with respect to the business and affairs of the Company and its subsidiaries as the Board or senior management of the Company may reasonably request from time to time, and to attend meetings as reasonably requested by the Company at mutually convenient times and places to provide advice and consultation on such business matters as the Board or senior management of the Company may determine; provided, however, that the Director Emeritus will not be required to devote more than five hours per month. In this regard, the Company shall provide the Director Emeritus reasonable notice of such obligation and the Director Emeritus shall have the right to reschedule commitments to the Company to accommodate the requirements of his outside interests provided that the Director Emeritus gives the Company reasonable notice of such intention to reschedule. Such services shall be rendered on a non-exclusive basis and the Director Emeritus shall have the right during the term of this Agreement to perform consulting services or services as an employee, officer or director for such other entities or persons as he shall desire; provided that such services do not cause the Director Emeritus to violate the covenants contained in Section 3 hereof.

3. Restrictive Covenants. The Director Emeritus further covenants and agrees that during the term of this Agreement, he will maintain strict confidentiality covering those affairs of

the Company that a representative of the Company designates to the Director Emeritus as confidential, and absent such a written designation, the Director Emeritus may assume any communications between the Company and the Director Emeritus are not to be deemed as confidential. The Director Emeritus will refrain from entering into an employment or consulting arrangement with, and from supplying any information or materials to, any direct and indirect competitor of the Company or its subsidiaries. In the event the Director Emeritus is not certain whether an enterprise is a direct or indirect competitor of the Company or any of its subsidiaries, he shall promptly notify the Company’s Board of the name of such enterprise, and the Company’s determination shall be binding and conclusive.

4. Compensation. In return for his being bound by this Agreement, the Director Emeritus shall be entitled to the benefits afforded to a Director Emeritus under (a) the Company’s equity incentive program, and (b) the Company’s medical and dental program. Restrictions placed on Restricted stock granted to the Director Emeritus prior to the date of this Agreement shall immediately lapse. In addition, the Company shall provide for a payment to the Director Emeritus, if requested to attend, and does attend, a meeting of the Board, in an amount not less than the then-current per meeting fee payable to non-employee directors of the Company for attending meetings of the Board, plus reasonable expenses incurred in connection with such attendance.

5. Term of Agreement. The term of this Agreement is for the life of the Director Emeritus. However, the Director Emeritus may terminate this Agreement at any time upon 30 days written notice to the Company in which event the duties and restrictions of Sections 2 and 3 hereof shall terminate at the expiration of the 30-day notice period.

6. Independent Contractor. The Director Emeritus shall act and perform at all times as an independent contractor under this Agreement, and nothing contained in this Agreement shall be considered or applied as to create or imply the relationship of partners, of agency, of joint ventures or of employer and employee between the parties hereto. Other than as stated herein, the Director Emeritus shall not be eligible to participate in any existing or future employee benefit plans of the Company.

7. Severability. If any term or provision of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

8. Entire Agreement. It is understood and agreed that this Agreement expresses the complete and final understanding between the parties hereto, and that this Agreement may not be changed or modified except by written agreement executed by both parties hereto.

9. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the successors of the Company and its assigns. This Agreement shall not be assignable by the Director Emeritus, and any attempted assignment shall render this Agreement null and void.

10. Governing Law. This Agreement shall be construed, interpreted and governed by the law of the State of California.

11. Notices. Any notice required or permitted to be given hereunder shall be sufficient if in writing, delivery by first class mail or by courier, and shall be deemed to have been duly given when sent:

If to the Company, to:

Countrywide Financial Corporation
4500 Park Granada, MS: CH-11
Calabasas, California 91302
Attn: Secretary

If to the Director Emeritus, to:

Ben M. Enis
1231 Panini Drive
Henderson, Nevada 89052

or to such other address as either party may specify in writing to the other party.

12. Arbitration. Any controversy or claim arising out of, or relating to, this Agreement or the breach thereof, including but not limited as to whether any enterprise is a competitor of the Company under Section 3, shall be settled by arbitration in accordance with the rules then obtaining the American Arbitration Association, and judgement upon the award rendered may be entered in any court having jurisdiction thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above.


	COUNTRYWIDE FINANCIAL CORPORATION
	By:	/s/ Angelo R. Mozilo
		Angelo R. Mozilo
		Chairman


	DIRECTOR EMERITUS
		/s/ Ben M. Enis
		Ben M. Enis

EX-10.2 3 v20058exv10w2.htm EXHIBIT 10.2 exv10w2

EXHIBIT 10.2

COUNTRYWIDE FINANCIAL CORPORATION

DIRECTOR EMERITUS AGREEMENT

Director Emeritus Agreement (the “Agreement”), dated as of April 26, 2006 by and between Countrywide Financial Corporation, a Delaware corporation (the “Company”), and Edwin Heller (the “Director Emeritus”).

WHEREAS, at a meeting of the Board duly held on May 10, 2001, the Board adopted resolutions setting forth revised criteria for the position of Director Emeritus;

WHEREAS, the Director Emeritus will separate from active membership on the Board and desires to be appointed to the position of Director Emeritus; and

WHEREAS, the Company desires to appoint the Director Emeritus to the position of Director Emeritus in order to receive valuable advisor and consultative services from the Director Emeritus.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

3. Restrictive Covenants. The Director Emeritus further covenants and agrees that during the term of this Agreement, he will maintain strict confidentiality covering those affairs of

10. Governing Law. This Agreement shall be construed, interpreted and governed by the law of the State of California.

If to the Company, to:

Countrywide Financial Corporation
4500 Park Granada, MS: CH-11
Calabasas, California 91302
Attn: Secretary

If to the Director Emeritus, to:

Edwin Heller
21231 Falls Ridge Way
Boca Raton, Florida 33428

or to such other address as either party may specify in writing to the other party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above.


	COUNTRYWIDE FINANCIAL CORPORATION
	By:	/s/ Angelo R. Mozilo
		Angelo R. Mozilo
		Chairman


	DIRECTOR EMERITUS
		/s/ Edwin Heller
		Edwin Heller

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