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Exhibit
10.53
COUNTRYWIDE FINANCIAL CORPORATION
RESTRICTED STOCK AGREEMENT
This Restricted
Stock Agreement ("Agreement") is made as of [Date] , between COUNTRYWIDE
FINANCIAL CORPORATION, a Delaware corporation (the "Company"),
and Name (the
"Director").
In accordance
with the Countrywide Financial Corporation 2000 Equity Incentive
Plan (the "EIP") and the Countrywide Financial Corporation
Non-Employee Directors' Fee Plan (the "Fee Plan"), the Company has
awarded to the Director [Shares] shares of the Company's
common stock (the "Restricted Shares") upon the terms and
conditions described in this Agreement, the EIP and the Fee Plan.
Capitalized terms not defined herein shall have the meaning
ascribed to them in the EIP.
- 1.
- Grant of
Restricted Shares of Common Stock . This
Agreement evidences the Company's grant to the Director, on
[Date] , of
[Shares] Restricted
Shares, subject to the provisions of this Agreement, the EIP and
the Fee Plan. The number of Restricted Shares shall be subject to
adjustment as provided in Section 6 hereof. The Restricted
Shares will be maintained on deposit with the Company or its
agent.
- 2.
- Release or
Forfeiture of the Restricted Shares .
- (A)
- Subject to the terms
and conditions of the EIP, if the Director remains a director of
the Company as of [One Year from Grant
Date—less 1 day] , then, as of
the close of business, on such date, the Company shall release to
the Director the Restricted Shares; provided however, that in the
event the Director becomes a Director Emeritus pursuant to the
Company's Director Emeritus Program, then the Company shall release
the Restricted Shares on the date the Director executes the
Director Emeritus Agreement.
- (B)
- Except as provided in
the immediately succeeding sentence, if the Director does not
remain a director of the Company, or in the capacity of a Director
Emeritus, through the applicable Release Date indicated above, the
Director shall forfeit all right, title and interest in and to that
number of Restricted Shares which have not been released to him as
of the date he no longer serves as a director of the Company.
Notwithstanding the foregoing, the Restricted Shares which have not
previously become non-forfeitable and been released to the Director
shall become non-forfeitable and be released to the Director in the
event of a Corporate Change or upon the termination of the
Director's service as a director of the Company due to death or
Disability of the Director.
- 3.
- Non-Transferability of Restricted Shares
. Until such time as a Restricted Share
is no longer subject to forfeiture as provided in paragraph 2
hereof, the Director shall not sell, assign, transfer,
pledge,
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