Exhibit 10.60
NEW CENTURY FINANCIAL
CORPORATION
DIRECTORS DEFERRED COMPENSATION
PLAN
TABLE OF CONTENTS
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1.
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DEFINITIONS
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1
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2.
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PARTICIPATION
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3
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3.
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DEFERRAL
ELECTIONS
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3
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3.1
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General Rule
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3
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3.2
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Timing of Deferral Election
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3
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3.3
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Duration of Deferral Election
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3
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4.
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STOCK UNIT
ACCOUNTS
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3
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4.1
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Crediting of Deferrals
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3
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4.2
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Dividend Equivalents
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4
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4.3
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No Stockholder Rights
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4
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5.
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VESTING
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4
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6.
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ADJUSTMENTS
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4
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7.
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DISTRIBUTIONS;
SHARE LIMIT
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4
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8.
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ADMINISTRATION
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5
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8.1
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Committee Action
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5
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8.2
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Powers and Duties of the Committee
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5
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8.3
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Construction and Interpretation
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6
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8.4
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Compensation, Expenses and Indemnity
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6
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8.5
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Statements
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6
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9.
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MISCELLANEOUS
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6
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9.1
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Unsecured General Creditor
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6
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9.2
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Trust Arrangement
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6
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9.3
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Tax Withholding
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7
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9.4
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Restriction Against Assignment
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7
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9.5
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Amendment, Modification, Suspension or
Termination
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7
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9.6
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Governing Law; Severability
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7
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9.7
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Payments on Behalf of Persons Under
Incapacity
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7
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9.8
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No Service Commitment
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8
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9.9
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Compliance with Laws
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8
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9.10
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Plan Construction
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8
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9.11
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Headings
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8
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9.12
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Claims Procedure
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8
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Whenever the following words and
phrases are used in this Plan, with the first letter capitalized,
they shall have the meanings specified below.
“Annual Retainer” shall
mean the cash annual retainer (but not meeting fees) that the
Participant is entitled to for services rendered as a member of the
Board of Directors (before reduction on account of deferrals under
this Plan) for a particular Plan Year.
“Beneficiary” or
“Beneficiaries” shall mean the person or persons,
including a trustee, personal representative or other fiduciary,
last designated in writing by a Participant in accordance with
procedures established by the Committee to receive the benefits
specified hereunder in the event of the Participant’s death.
No beneficiary designation shall become effective until it is filed
with the Committee, and no beneficiary designation of someone other
than the Participant’s spouse shall be effective unless such
designation is consented to by the Participant’s spouse on a
form provided by and in accordance with the procedures established
by the Committee. If there is no Beneficiary designation in effect,
or if there is no surviving designated Beneficiary, then the
Participant’s surviving spouse shall be the Beneficiary. If
there is no surviving spouse to receive any benefits payable in
accordance with the preceding sentence, the duly appointed and
currently acting personal representative of the participant’s
estate (which shall include either the Participant’s probate
estate or living trust) shall be the Beneficiary. In any case where
there is no such personal representative of the Participant’s
estate duly appointed and acting in that capacity within 90 days
after the Participant’s death (or such extended period as the
Committee determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after
the Participant’s death), then Beneficiary shall mean the
person or persons who can verify by affidavit or court order to the
satisfaction of the Committee that they are legally entitled to
receive the benefits specified hereunder. In the event any amount
is payable under the Plan to a minor, payment shall not be made to
the minor, but instead be paid (a) to that person’s living
parent(s) to act as custodian, (b) if that person’s parents
are then divorced, and one parent is the sole custodial parent, to
such custodial parent, or (c) if no parent of that person is then
living, to a custodian selected by the Committee to hold the funds
for the minor under the Uniform Transfers or Gifts to Minors Act in
effect in the jurisdiction in which the minor resides. If no parent
is living and the Committee decides not to select another custodian
to hold the funds for the minor, then payment shall be made to the
duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly
appointed and currently acting within 60 days after the date the
amount becomes payable, payment shall be deposited with the court
having jurisdiction over the estate of the minor.
“Board of Directors” or
“Board” shall mean the Board of Directors of the
Company.
“Committee” shall mean
the Compensation Committee of the Board, which shall administer the
Plan in accordance with Section 8 of the Plan.
“Common Stock” shall
mean the common stock of the Company, subject to adjustment
pursuant to Section 6 of the Plan.
“Company” shall mean New
Century Financial Corporation, a Delaware corporation, and any
successor corporation.
1
“Director” shall mean
any individual who is serving as a member of the Board and who is
not an employee of the Company or one of its
subsidiaries.
“Dividend Equivalent”
shall mean the amount of cash dividends or other cash distributions
paid by the Company on that number of shares of Common Stock equal
to the number of Stock Units credited to a Participant’s
Stock Unit Account as of the applicable record date for the
dividend or other distribution, which amount shall be credited in
the form of additional Stock Units to the Participant’s Stock
Unit Account, as provided in Section 4.2.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended from time to
time.
“Fair Market Value” on
any date means:
(a) if the stock is listed or
admitted to trade on a national securities exchange, the closing
price of the stock on the Composite Tape on the relevant date (or,
if there is no trading of the stock on such date, then the closing
price of the stock as quoted on such Composite Tape on the next
preceding date on which there was trading in such shares) on the
principal national securities exchange on which the stock is so
listed or admitted to trade, as published in The Wall Street
Journal;
(b) if the stock is not listed or
admitted to trade on a national securities exchange, the last price
for the stock on such date (or, if there is no trading of the stock
on such date, then the last price for the stock on the next
preceding date on which there was trading in such shares), as
furnished by the National Association of Securities Dealers, Inc.
(“NASD”) through the NASDAQ National Market Reporting
System or a similar organization if the NASD is no longer reporting
such information;
(c) if the stock is not listed or
admitted to trade on a national securities exchange and is not
reported on the National Market Reporting System, the mean between
the bid and asked price for the stock on such date (or as of the
most recent business day that such information is available if the
relevant date is not a business day), as furnished by the NASD or a
similar organization; or
(d) if the stock is not listed or
admitted to trade on a national securities exchange, is not
reported on the National Market Reporting System and if bid and
asked prices for the stock are not furnished by the NASD or a
similar organization, the value as established by the Committee at
such time for purposes of this Plan.
“Participant” shall mean
any Director who elects to defer his or her Annual Retainer in
accordance with Section 3.1.
“Plan” shall mean the
New Century Financial Corporation Directors Deferred Compensation
Plan as set forth herein and as it may be amended from time to
time.
“Plan Year” shall mean
the period of approximately one year commencing with an annual
meeting of the Company’s stockholders and ending with the
next succeeding annual meeting of the Company’s
stockholders.
2
“Stock Unit” shall mean
a non-voting unit of measurement, which is deemed solely for
bookkeeping purposes under this Plan to be equivalent to one
outstanding share of Common Stock (subject to adjustment pursuant
to Section 6).
“Stock Unit Account”
shall mean the bookkeeping account maintained by the Committee for
each Participant that is credited with any Stock Units and Dividend
Equivalents with respect to such Stock Units.
“Termination Date” shall
mean the date that the Participant’s services as a member of
the Board of Directors terminates for any reason.
Directors will be eligible to defer
all or a portion of their Annual Retainer in accordance with
Section 3. Notwithstanding anything else contained in this Plan to
the contrary, the Committee may, at any time and in its sole
discretion, terminate the ability of a Director to defer additional
amounts under Section 3.
3.1 General
Rule . For any Plan
Year commencing after January 1, 2004, a Director may elect, on a
form and in a manner prescribed by the Committee, to defer under
this Plan any of the following amounts:
(1) 50% of the Director’s
Annual Retainer for that Plan Year,
(2) 75% of the Director’s
Annual Retainer for that Plan Year, or
(3) 100% of the Director’s
Annual Retainer for that Plan Year.
3.2 Timing of Deferral
Election . An
election to defer all or a portion of a Participant’s Annual
Retainer for a particular Plan Year must be filed on or before the
December 31 immediately preceding that Plan Year (or such earlier
deadline as the Committee may adopt with respect to that Plan
Year).
3.3 Duration of Deferral
Election . Any
deferral election made by a Participant pursuant to this Section 3
shall be irrevocable by the Participant and shall be effective only
with respect to the Annual Retainer for that particular Plan Year.
A Participant must file a new deferral election, on a form and in a
manner prescribed by the Committee, to defer his or her Annual
Retainer for any subsequent Plan Year.
4.1 Crediting of
Deferrals. The
Committee shall establish and maintain a Stock Unit Account for
each Participant under this Plan. With respect to each Participant
who elects a deferral of all or a portion of his or her Annual
Retainer for a particular Plan Year, the Committee shall, as of the
date(s) on which the deferred portion of the Participant’s
Annual Retainer would have otherwise been paid to the Participant
but for the Participant’s deferral election under this Plan
(each, a “Deferral Date”), credit the
Participant’s Stock Unit Account with a number of
3
Stock Units equal to: (a) the amount of the
Annual Retainer that the Participant elected to defer under this
Plan and that would have otherwise been paid to the Participant on
that Deferral Date but for the Participant’s deferral
election under this Plan, divided by (b) the Fair Market Value of a
share of Common Stock as of that Deferral Date.
4.2 Dividend
Equivalents. As of
the date on which the Company pays a dividend on its Common Stock
(each, a “Crediting Date”), the Participant’s
Stock Unit Account shall be credited with additional Stock Units
equal in number to (a) the amount of the Dividend Equivalents
representing cash dividends paid on that number of shares equal to
the aggregate number of Stock Units in the Participant’s
Stock Unit Account at the start of business as of the relevant
dividend record date, divided by (b) the Fair Market Value of a
share of Common Stock as of that Crediting Date.
4.3 No Stockholder
Rights. A
Participant’s Stock Unit Account shall be a memorandum
account on the books of the Company. The Stock Units credited to a
Participant’s Stock Unit Account shall be used solely as a
device for the determination of the number of shares of Common
Stock (or cash pursuant to Section 7) to be eventually distributed
to such Participant in accordance with this Plan. The Stock Units
shall not be treated as property or as a tru