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NEW CENTURY FINANCIAL CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN

Deferred Unit Award Agreement

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NEW CENTURY FINANCIAL CORPORATION

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Title: NEW CENTURY FINANCIAL CORPORATION DIRECTORS DEFERRED COMPENSATION PLAN
Governing Law: Delaware     Date: 3/15/2004
Industry: Consumer Financial Services     Sector: Financial

NEW CENTURY FINANCIAL CORPORATION    DIRECTORS DEFERRED COMPENSATION PLAN, Parties: new century financial corporation
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Exhibit 10.60

 

NEW CENTURY FINANCIAL CORPORATION

 

DIRECTORS DEFERRED COMPENSATION PLAN

 


TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

 

 

1.

  

DEFINITIONS

  

1

 

 

 

2.

  

PARTICIPATION

  

3

 

 

 

3.

  

DEFERRAL ELECTIONS

  

3

 

 

 

 

 

  

3.1

  

General Rule

  

3

 

  

3.2

  

Timing of Deferral Election

  

3

 

  

3.3

  

Duration of Deferral Election

  

3

 

 

 

4.

  

STOCK UNIT ACCOUNTS

  

3

 

 

 

 

 

  

4.1

  

Crediting of Deferrals

  

3

 

  

4.2

  

Dividend Equivalents

  

4

 

  

4.3

  

No Stockholder Rights

  

4

 

 

 

5.

  

VESTING

  

4

 

 

 

6.

  

ADJUSTMENTS

  

4

 

 

 

7.

  

DISTRIBUTIONS; SHARE LIMIT

  

4

 

 

 

8.

  

ADMINISTRATION

  

5

 

 

 

 

 

  

8.1

  

Committee Action

  

5

 

  

8.2

  

Powers and Duties of the Committee

  

5

 

  

8.3

  

Construction and Interpretation

  

6

 

  

8.4

  

Compensation, Expenses and Indemnity

  

6

 

  

8.5

  

Statements

  

6

 

 

 

9.

  

MISCELLANEOUS

  

6

 

 

 

 

 

  

9.1

  

Unsecured General Creditor

  

6

 

  

9.2

  

Trust Arrangement

  

6

 

  

9.3

  

Tax Withholding

  

7

 

  

9.4

  

Restriction Against Assignment

  

7

 

  

9.5

  

Amendment, Modification, Suspension or Termination

  

7

 

  

9.6

  

Governing Law; Severability

  

7

 

  

9.7

  

Payments on Behalf of Persons Under Incapacity

  

7

 

  

9.8

  

No Service Commitment

  

8

 

  

9.9

  

Compliance with Laws

  

8

 

  

9.10

  

Plan Construction

  

8

 

  

9.11

  

Headings

  

8

 

  

9.12

  

Claims Procedure

  

8

 


1.

DEFINITIONS

 

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.

 

2.

PARTICIPATION

 

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.

DEFERRAL ELECTIONS

 

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.

STOCK UNIT ACCOUNTS

 

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


 
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