Sample Business Contracts


Employment Agreement - Countrywide Credit Industries Inc. and Stanford L. Kurland

Employment Forms

  • Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
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                              EMPLOYMENT AGREEMENT


         THIS  EMPLOYMENT  AGREEMENT (the  "Agreement")  has been executed as of
________________ by and between Countrywide Credit Industries,  Inc., a Delaware
corporation ("Employer"), and Stanford L. Kurland ("Officer").

                                                         W I T N E S S E T H:

     WHEREAS,  Officer  currently holds the offices of Senior Managing  Director
and Chief Operating Officer of Employer and President of Countrywide Home Loans,
Inc. ("Home Loans"), a wholly-owned subsidiary of Employer; and

         WHEREAS,  Employer desires to obtain the benefit of continued  services
of Officer and Officer  desires to continue to render  services to Employer  and
its subsidiaries, including Home Loans; and

         WHEREAS,   the  Board  of  Directors  of  Employer  (the  "Board")  has
determined that it is in Employer's  best interest and that of its  stockholders
to recognize the substantial  contribution that Officer has made and is expected
to continue to make to the Employer's business and to retain his services in the
future; and

         WHEREAS,  Employer  and  Officer  desire  to set  forth  the  terms and
conditions of Officer's employment with Employer under this Agreement; and

         WHEREAS, the effectiveness of this Agreement is subject to the approval
by Employer's  stockholders of the Countrywide  Credit  Industries,  Inc. Annual
Incentive Plan (the "Annual Incentive Plan") and the amendments to the 1993 Plan
(as defined in Section 4(c) herein) each as submitted to Employer's stockholders
for approval at its 1996 Annual Meeting.

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

         1. Term.  Employer agrees to employ Officer and Officer agrees to serve
Employer,  in  accordance  with the terms  hereof,  for a term  beginning on the
Effective  Date (as defined in Section  8(c)  hereof) and ending on February 28,
1999, unless earlier terminated in accordance with the provisions hereof.

         2. Specific Position; Duties and Responsibilities. Employer and Officer
hereby agree that,  subject to the provisions of this  Agreement,  Employer will
employ Officer and Officer will serve Employer as Senior  Managing  Director and
Chief  Operating  Officer of Employer and as  President of Home Loans.  Employer
agrees that Officer's  duties  hereunder shall be the usual and customary duties
of such offices or such other duties as may be  designated  from time to time by
the Board  consistent with his status as an executive  officer of Employer;  any
such duties shall be consistent with the provisions of the charter  documents of
Employer  or  applicable  law.  Officer  shall  have  such  executive  power and
authority as shall  reasonably be required to enable him to discharge his duties
in the offices which he may hold. All  compensation  paid to Officer by Employer
or any of its  subsidiaries  shall be aggregated in determining  whether Officer
has received the benefits provided for herein.

         3. Scope of this Agreement and Outside Affiliations. During the term of
this Agreement,  Officer shall devote his full business time and energy,  except
as expressly provided below, to the business,  affairs and interests of Employer
and its  subsidiaries,  and  matters  related  thereto,  and  shall use his best
efforts and  abilities  to promote its  interests.  Officer  agrees that he will
diligently  endeavor to promote the business,  affairs and interests of Employer
and its  subsidiaries and perform services  contemplated  hereby,  in accordance
with the policies  established by the Board,  which policies shall be consistent
with this Agreement.  Officer agrees to serve without additional remuneration as
an officer of one or more (direct or indirect)  subsidiaries  of Employer as the
Board may from time to time request, subject to appropriate authorization by the
subsidiary or  subsidiaries  involved and any limitation  under  applicable law.
Officer's  failure to discharge an order or perform a function  because  Officer
reasonably  and in good faith believes such would violate a law or regulation or
be dishonest  shall not be deemed a breach by him of his  obligations  or duties
pursuant  to  any  of  the  provisions  of  this  Agreement,  including  without
limitation pursuant to Section 5(c) hereof.

         During  the  course of  Officer's  employment  as a  full-time  officer
hereunder,  Officer  shall not,  without  the  consent  of the  Board,  compete,
directly or  indirectly,  with  Employer in the  businesses  then  conducted  by
Employer or any of its subsidiaries.

         Officer  may  serve  as a  director  or in any  other  capacity  of any
business  enterprise,  including an enterprise  whose  activities may involve or
relate to the  business of  Employer,  provided  that such  service is expressly
approved by the Board. Officer may make and manage personal business investments
of his  choice  and  serve  in any  capacity  with  any  civic,  educational  or
charitable  organization,  or any  governmental  entity  or  trade  association,
without seeking or obtaining approval by the Board, provided such activities and
services do not  materially  interfere or conflict with the  performance  of his
duties hereunder.

         4.       Compensation and Benefits.

                  (a) Base Salary.  Employer  shall pay to Officer a base salary
in respect  of the  portion of the fiscal  year of  Employer  (a "Fiscal  Year")
ending in 1997 after the  Effective  Date at the annual  rate of  $675,000  (the
"Annual  Rate").  In respect of the  portion of the Fiscal  Year  ending in 1997
before  the  Effective  Date,  Employer  shall,  within  five (5) days after the
Effective  Date,  pay to  Officer  in a lump sum an  amount  equal to  $675,000,
pro-rated for the period between March 1, 1996 and the Effective  Date, less the
base salary  Officer has received  through the Effective Date in respect of that
period. In respect of the Fiscal Years ending in 1998 and 1999, the Compensation
Committee  of the Board  (the  "Compensation  Committee")  may,  based  upon the
recommendation  of Angelo R.  Mozilo  (or,  if he is no  longer  an  officer  of
Employer, the Chairman of Employer), increase the Annual Rate by no less than 5%
and no greater than 10% each year.

                  (b) Incentive Compensation.  Employer shall pay to Officer for
each of the Fiscal Years ending  during the term of this  Agreement an incentive
compensation award in an amount determined  pursuant to the terms and conditions
of the Annual Incentive Plan and set out in the Incentive Matrix attached hereto
as Appendix B.

                  (c) Stock  Options.  Employer  shall  grant to  Officer  stock
options in respect of each of the Fiscal  Years  ending  during the term of this
Agreement  for  such  number  of  shares  of  Employer's  common  stock  as  the
Compensation  Committee in its sole discretion  determines,  taking into account
Officer's  and  Employer's  performance  in each of such  Fiscal  Years  and the
competitive  practices then prevailing  regarding the granting of stock options;
provided,  however,  that the number of shares in respect of each  annual  stock
option  grant  shall be no less than  75,000 and no greater  than  175,000.  The
numbers  75,000  and  175,000  in  the  preceding  sentence  shall  be  adjusted
proportionately  in the event  Employer  (A)  declares a stock  dividend  on its
common stock,  (B) subdivides  its  outstanding  common stock,  (C) combines the
outstanding  shares of its capital stock into a smaller  number of common stocks
or (D) issues  any  shares of its  capital  stock in a  reclassification  of the
common  stock  (including  any  such   reclassification  in  connection  with  a
consolidation  or  merger  in which  Employer  is the  continuing  or  surviving
corporation).  The stock options  described in this Section 4(c) in respect of a
Fiscal Year shall be granted at the same time as Employer  grants stock  options
to its other senior  executives  in respect of such Fiscal Year (but in no event
later than June 30 following the end of such Fiscal Year).

     All stock options  granted in accordance  with this Section 4(c): (i) shall
be granted pursuant to the Countrywide Credit Industries, Inc. 1993 Stock Option
Plan, as amended (the "1993 Plan"),  or such other stock option plan or plans as
may be or come into effect during the term of this Agreement,  (ii) shall have a
per share  exercise price equal to the fair market value (as defined in the 1993
Plan or such  other  plan or  plans) of the  common  stock at the time of grant,
(iii) shall become  exercisable in three equal installments on each of the first
three anniversaries of the date of grant and (iv) shall be subject to such other
terms and conditions as may be determined by the Compensation  Committee and set
forth in the agreement  evidencing the award. The stock options granted pursuant
to this Section shall consist of incentive stock options to the extent permitted
by law or regulation.

                  (d) Additional Benefits. Officer shall also be entitled to all
rights and  benefits for which he is  otherwise  eligible  under any bonus plan,
stock  purchase  plan,  participation  or  extra  compensation  plan,  executive
compensation plan, pension plan, profit-sharing plan, life and medical insurance
policy,  or other plans or  benefits,  which  Employer or its  subsidiaries  may
provide for him, or provided he is eligible to participate  therein,  for senior
officers generally or for employees generally, during the term of this Agreement
(collectively,  "Additional  Benefits").  This  Agreement  shall not  affect the
provision of any other compensation, retirement or other benefit program or plan
of Employer.

                  (e)  Continuation  of  Benefits.  If Officer's  employment  is
terminated  hereunder  pursuant to Section 5(a),  5(b) or 5(d),  Employer  shall
continue  for the period  specified  in  Section  5(a),  5(b) or 5(d)  hereof to
provide  benefits  substantially  equivalent to Additional  Benefits (other than
qualified  pension or profit  sharing plan benefits and option,  equity or stock
appreciation  or other  incentive  plan benefits as  distinguished  from health,
disability  and  welfare  type  benefits)  to  Officer  and his  dependents  and
beneficiaries  which were being provided to them immediately  prior to Officer's
Termination  Date,  but only to the  extent  that  Officer  is not  entitled  to
comparable benefits from other employment.

                  (f)  Deferral  of  Amounts  Payable  Hereunder.  In the  event
Officer  should  desire to defer  receipt of any cash payments to which he would
otherwise be entitled  hereunder,  he may present such a written  request to the
Compensation Committee which, in its sole discretion,  may enter into a separate
deferred compensation agreement with Officer.

     5.  Termination.  The compensation and benefits provided for herein and the
employment of Officer by Employer shall be terminated only as provided for below
in this Section 5:

                  (a) Disability.  In the event that Officer shall fail, because
of illness, injury or similar incapacity ("Disability"),  to render for four (4)
consecutive  calendar months, or for shorter periods  aggregating eighty (80) or
more  business days in any twelve (12) month period,  services  contemplated  by
this Agreement,  Officer's full-time employment hereunder may be terminated,  by
written Notice of Termination from Employer to Officer; and thereafter, Employer
shall  continue,  from the  Termination  Date until Officer's death or the fifth
anniversary  of such notice,  whichever  first occurs (the  "Disability  Payment
Period"),  (i) to pay  compensation to Officer,  in the same manner as in effect
immediately  prior to the  Termination  Date,  in an  amount  equal to (1) fifty
percent (50%) of the then existing base salary payable  immediately prior to the
termination, minus (2) the amount of any cash payments to him under the terms of
Employer's  disability insurance or other disability benefit plans or Employer's
tax-qualified  Defined Benefit Pension Plan, and any compensation he may receive
pursuant  to any other  employment,  and (ii) to provide  during the  Disability
Payment Period the benefits specified in Section 4(e) hereof.

                  The  determination  of Disability  shall be made only after 30
days notice to Officer and only if Officer has not  returned to  performance  of
his duties during such 30-day  period.  In order to determine  Disability,  both
Employer and Officer shall have the right to provide medical evidence to support
their respective  positions,  with the ultimate decision regarding Disability to
be made by a majority of Employer's disinterested directors.

                  (b) Death. In the event that Officer shall die during the term
of this  Agreement,  Employer  shall pay  Officer's  base salary for a period of
twelve  (12)  months  following  the date of  Officer's  death and in the manner
otherwise  payable  hereunder,  to such person or persons as Officer  shall have
directed  in writing  or, in the  absence of a  designation,  to his estate (the
"Beneficiary").  Employer  shall also  provide  during the  twelve-month  period
following the date of the Officer's death the benefits specified in Section 4(e)
hereof. If Officer's death occurs while he is receiving  payments for Disability
under Section 5(a)(i) above, such payments shall cease and the Beneficiary shall
be entitled to the payments and benefits under this  Subsection (b), which shall
continue  for a  period  of  twelve  months  thereafter  at  the  full  rate  of
compensation in effect  immediately  prior to the Disability.  This Agreement in
all other respects will terminate upon the death of Officer; provided,  however,
that the termination of the Agreement shall not affect Officer's  entitlement to
all other benefits in which he has become vested or which are otherwise  payable
in respect of periods ending prior to its termination.

                  (c) Cause.  Employer may terminate Officer's  employment under
this  Agreement for "Cause." A termination  for Cause is a termination by reason
of (i) a material breach of this Agreement by Officer (other than as a result of
incapacity due to physical or mental illness) which is committed in bad faith or
without  reasonable belief that such breach is in the best interests of Employer
and which is not remedied  within a reasonable  period of time after  receipt of
written  notice  from  Employer   specifying  such  breach,  or  (ii)  Officer's
conviction by a court of competent  jurisdiction of a felony,  or (iii) entry of
an  order  duly  issued  by  any  federal  or  state  regulatory  agency  having
jurisdiction  in the matter  removing  Officer  from  office of  Employer or its
subsidiaries or permanently prohibiting him from participating in the conduct of
the  affairs  of  Employer  or any of its  subsidiaries.  If  Officer  shall  be
convicted  of a felony  or shall  be  removed  from  office  and/or  temporarily
prohibited  from  participating  in  the  conduct  of  Employer's  or any of its
subsidiaries'  affairs  by any  federal  or state  regulatory  authority  having
jurisdiction in the matter, Employer's obligations under Sections 4(a), 4(b) and
4(c) hereof shall be automatically  suspended;  provided,  however,  that if the
charges  resulting in such removal or prohibition are finally  dismissed or if a
final  judgment on the merits of such charges is issued in favor of Officer,  or
if the  conviction is overturned on appeal,  then Officer shall be reinstated in
full with back pay for the removal period plus accrued interest at the rate then
payable on  judgments.  During  the period  that  Employer's  obligations  under
Sections 4(a), 4(b) and 4(c) hereof are suspended,  Officer shall continue to be
entitled to receive Additional  Benefits under Section 4(d) until the conviction
of the felony or removal from office has become final and  non-appealable.  When
the  conviction  of the felony or  removal  from  office  has  become  final and
non-appealable,   all  of  Employer's  obligations  hereunder  shall  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(c) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (d) Severance.  (i) Except as provided in Section 5(d)(ii), if
during the term of this Agreement  Officer's  employment  shall be terminated by
Employer  other than for Cause,  then (A) until  February 28, 1999 or the second
anniversary  of  the  Termination  Date,  whichever  is  later  (the  "Severance
Period"),  Employer shall (1) continue to pay Officer his annual base salary, at
the rate in  effect  on the  Termination  Date,  and (2)  provide  the  benefits
specified  in Section 4(e) hereof,  (B) Employer  shall pay Officer,  within ten
(10) days after the end of each Fiscal Year ending during the Severance  Period,
an  amount  equal to the  incentive  compensation  paid or  payable  to  Officer
pursuant to Section 4(b) in respect of the Fiscal Year immediately preceding the
Fiscal Year in which Officer's  Termination Date occurs (the "Bonus Rate") (such
amount to be pro-rated for any Fiscal Year ending  during the  Severance  Period
that is less than 12 months); provided, however, that in the event the Severance
Period ends on a date prior to the end of a Fiscal Year, Employer shall also pay
Officer  an  amount  equal  to the  product  of (1) the  Bonus  Rate and (2) the
fraction  obtained by dividing (x) the number of days  elapsed  since the end of
the immediately preceding Fiscal Year through the end of the Severance Period by
(y) 365, and (C) all stock options held by Officer on the Termination Date shall
become immediately and fully exercisable.

     (ii) If after a "Change  in  Control"  (as  defined  in  Appendix A to this
Agreement) and during the term of this Agreement  Officer's  employment shall be
terminated by Employer other than for Cause or by Officer for Good Reason,  then
(A) Employer shall pay Officer in a single payment as soon as practicable  after
the  Termination  Date, as severance  pay and in lieu of any further  salary and
incentive compensation for periods subsequent to the Termination Date, an amount
in cash equal to three times the sum of (1) Officer's  annual base salary at the
Termination Date and (2) the incentive  compensation  paid or payable to Officer
pursuant to Section 4(b) in respect of the Fiscal Year immediately preceding the
Fiscal Year in which  Officer's  Termination  Date occurs,  (B)  Employer  shall
continue  to provide  for three  years from the  Termination  Date the  benefits
specified  in Section  4(e) hereof and (C) all stock  options held by Officer on
the  Termination  Date  shall  become  immediately  and fully  exercisable.  For
purposes of this  Agreement,  "Good Reason" shall be deemed to occur if Employer
(x)  breaches  this  Agreement  in any  material  respect or (y) takes any other
action which results in the diminution in Officer's status,  title, position and
responsibilities  other than an insubstantial  action not taken in bad faith and
which is remedied by Employer promptly after receipt of notice by Officer.

     Notwithstanding anything in this Agreement to the contrary, in the event it
shall be determined  that any payment or  distribution  by Employer or any other
person or entity to or for the benefit of Officer (within the meaning of Section
280G(b)(2)  of the  Internal  Revenue Code of 1986,  as amended  (the  "Code")),
whether paid or payable or distributed or distributable pursuant to the terms of
this  Agreement  or  otherwise  in  connection  with,  or  arising  out of,  his
employment  with  Employer  or a change in  ownership  or  effective  control of
Employer or a substantial portion of its assets (a "Payment"),  would be subject
to the excise tax imposed by Section  4999 of the Code (the "Excise  Tax"),  the
Payments  shall be reduced  (but not below  zero) if and to the extent that such
reduction  would result in Officer  retaining a larger  amount,  on an after-tax
basis  (taking  into  account  federal,  state  and local  income  taxes and the
imposition of the Excise Tax), than if Officer received all of the Payments.  If
the application of the preceding sentence should require a reduction in Payments
or other "parachute  payments" (within the meaning of Section 280G of the Code),
unless  Officer  shall  have  designated  otherwise,  such  reduction  shall  be
implemented,  first, by reducing any non-cash  benefits to the extent  necessary
and,  second,  by reducing any cash  benefits to the extent  necessary.  In each
case,  the  reductions  shall be made starting with the payment or benefit to be
made on the latest date following the Termination Date and reducing  payments or
benefits in reverse chronological order therefrom. All determinations concerning
the application of this paragraph shall be made by a nationally  recognized firm
of independent  accountants,  selected by Officer and  satisfactory to Employer,
whose determination shall be conclusive and binding on all parties. The fees and
expenses of such accountants shall be borne by Employer.

                  (e)  Resignation.  Except  as  provided  in  Section  5(d)(ii)
hereof, if during the term of this Agreement,  Officer shall resign voluntarily,
all of his rights to payment or benefits hereunder shall immediately  terminate;
provided, however, that the termination of Officer's employment pursuant to this
Section 5(e) shall not affect Officer's  entitlement to all benefits in which he
has become  vested or which are otherwise  payable in respect of periods  ending
prior to his termination of employment.

                  (f)  Notice  of  Termination.  Any  purported  termination  by
Employer or by Officer shall be  communicated by a written Notice of Termination
to the other party hereto which indicates the specific termination  provision in
this Agreement,  if any,  relied upon and which sets forth in reasonable  detail
the facts and circumstances,  if any, claimed to provide a basis for termination
of Officer's  employment under the provision so indicated.  For purposes of this
Agreement,  no such purported termination shall be effective without such Notice
of  Termination.  The  "Termination  Date" shall mean the date  specified in the
Notice of Termination,  which shall be no less than 30 or more than 60 days from
the date of the Notice of  Termination.  Notwithstanding  any other provision of
this  Agreement,  in  the  event  of any  termination  of  Officer's  employment
hereunder  for any  reason,  Employer  shall pay  Officer  his full base  salary
through the  Termination  Date,  plus any  Additional  Benefits  which have been
earned  or  become  payable,  but  which  have  not  yet  been  paid  as of such
Termination Date.

                  (g)  Disputes.  In  the  event  of a  dispute  concerning  the
validity of a  purported  termination  which is  maintained  in good faith,  the
Termination  Date  shall  mean the date the  dispute  is  finally  resolved  and
Employer will  continue to provide  Officer with the  compensation  and benefits
provided for under this Agreement, until the dispute is finally resolved without
any   obligation   by  Officer  to  repay  any  of  such  amounts  to  Employer,
notwithstanding  the final outcome of the dispute.  Payments required to be made
by this Section 5(g) are in addition to all other amounts due under Section 5 of
this  Agreement and shall not be offset  against or reduce any other amounts due
under Section 5 of this Agreement.  Officer shall be required to render services
to Employer  during the period  following  his  Termination  Date but before the
dispute  concerning the termination is finally  determined unless Employer fails
to provide  Officer  with a reasonable  opportunity  to perform his duties under
this Agreement during such period.

         6.  Reimbursement  of  Business  Expenses.  During  the  term  of  this
Agreement,  Employer  shall  reimburse  Officer  promptly  for all  expenditures
(including travel,  entertainment,  parking,  business meetings, and the monthly
costs (including dues) of maintaining  memberships at appropriate  clubs) to the
extent  that  such   expenditures   meet  the   requirements  of  the  Code  for
deductibility  by Employer for federal  income tax purposes or are  otherwise in
compliance  with the rules and  policies of Employer  and are  substantiated  by
Officer as required by the  Internal  Revenue  Service and rules and policies of
Employer.

         7.  Indemnity.   To  the  extent   permitted  by  applicable  law,  the
Certificate of  Incorporation  and the By-Laws of Employer (as from time to time
in effect) and any indemnity  agreements  entered into from time to time between
Employer and Officer, Employer shall indemnify Officer and hold him harmless for
any acts or decisions  made by him in good faith while  performing  services for
Employer,  and shall use  reasonable  efforts to obtain  coverage  for him under
liability  insurance policies now in force or hereafter obtained during the term
of this Agreement covering the other officers or directors of Employer.

         8.       Miscellaneous.

                  (a)  Succession.  This Agreement shall inure to the benefit of
and shall be binding upon Employer,  its successors and assigns, but without the
prior written consent of Officer,  this Agreement may not be assigned other than
in  connection  with a merger  or sale of  substantially  all the  assets of the
Employer  or  similar  transaction.   Employer  shall  not  agree  to  any  such
transaction unless the successor to or assignee of the Company's business and/or
assets in such  transaction  expressly  assumes all  obligations of the Employer
hereunder.  The  obligations  and duties of Officer hereby shall be personal and
not assignable.

                  (b) Notices.  Any notices provided for in this Agreement shall
be sent to  Employer  at 155 North  Lake  Avenue,  Pasadena,  California  91101,
Attention:  Corporate  Counsel/Secretary,  with a copy  to the  Chairman  of the
Compensation Committee at the same address, or to such other address as Employer
may from time to time in writing designate, and to Officer at such address as he
may from time to time in writing designate (or his business address of record in
the absence of such designation). All notices shall be deemed to have been given
two (2) business days after they have been deposited as certified  mail,  return
receipt requested, postage paid and properly addressed to the designated address
of the party to receive the notices.

                  (c) Effective Date.  This Agreement shall become  effective on
the  date  of the  annual  meeting  of  Employer's  stockholders  in  1996  (the
"Effective Date"),  provided Employer's  stockholders vote to approve the Annual
Incentive  Plan  and  the  amendments  to the  1993  Plan  as  submitted  to the
stockholders  for  approval.  If  either  of such  matters  is not  approved  by
Employer's stockholders, this Agreement shall be null and void.

                  (d) Entire  Agreement.  This  instrument  contains  the entire
agreement of the parties relating to the subject matter hereof,  and it replaces
and supersedes any prior agreements between the parties relating to said subject
matter.  No  modifications or amendments of this Agreement shall be valid unless
made in writing and signed by the parties hereto.

                  (e)  Waiver.  The  waiver of the  breach of any term or of any
condition of this Agreement  shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.

     (f) California  Law. This Agreement  shall be construed and  interpreted in
accordance with the laws of California.

                  (g) Attorneys'  Fees in Action on Contract.  If any litigation
shall occur between the Officer and Employer,  which litigation arises out of or
as a result of this Agreement or the acts of the parties hereto pursuant to this
Agreement,  or which seeks an interpretation  of this Agreement,  the prevailing
party in such litigation,  in addition to any other judgment or award,  shall be
entitled to receive  such sums as the court  hearing the matter shall find to be
reasonable as and for the attorneys' fees of the prevailing party.

                  (h)  Confidentiality.  Officer agrees that he will not divulge
or  otherwise  disclose,  directly  or  indirectly,  any  trade  secret or other
confidential  information concerning the business or policies of Employer or any
of its  subsidiaries  which he may have  learned  as a result of his  employment
during the term of this  Agreement or prior  thereto as an employee,  officer or
director of or consultant to Employer or any of its subsidiaries,  except to the
extent such use or disclosure is (i) necessary or appropriate to the performance
of this Agreement and in furtherance of Employer's best interests, (ii) required
by  applicable  law,  (iii)  lawfully  obtainable  from other  sources,  or (iv)
authorized  by Employer.  The  provisions of this  subsection  shall survive the
expiration, suspension or termination, for any reason, of this Agreement.

                  (i)  Remedies  of  Employer.  Officer  acknowledges  that  the
services he is obligated to render under the provisions of this Agreement are of
a special,  unique,  unusual,  extraordinary and intellectual  character,  which
gives this  Agreement  peculiar  value to Employer.  The loss of these  services
cannot be reasonably or  adequately  compensated  in damages in an action at law
and it would be difficult  (if not  impossible)  to replace these  services.  By
reason  thereof,  Officer  agrees and  consents  that if he violates  any of the
material provisions of this Agreement, Employer, in addition to any other rights
and remedies  available  under this Agreement or under  applicable law, shall be
entitled  during the  remainder of the term to seek  injunctive  relief,  from a
tribunal of  competent  jurisdiction,  restraining  Officer from  committing  or
continuing any violation of this Agreement,  or from the performance of services
to any other business entity, or both.

                  (j)  Severability.  If any provision of this Agreement is held
invalid or  unenforceable,  the remainder of this Agreement  shall  nevertheless
remain  in full  force and  effect,  and if any  provision  is held  invalid  or
unenforceable  with respect to particular  circumstances,  it shall nevertheless
remain in full force and effect in all other circumstances.

                  (k) No Obligation  to Mitigate.  Officer shall not be required
to mitigate the amount of any payment  provided for in this Agreement by seeking
other  employment  or otherwise  and,  except as provided in Section  5(a)(i)(2)
hereof,  no  payment  hereunder  shall be offset or reduced by the amount of any
compensation or benefits provided to Officer in any subsequent employment.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
as of the date first above written.

                         COUNTRYWIDE CREDIT INDUSTRIES, INC.
ATTEST:

                                                   By:
Secretary                                          Title:


                                                   OFFICER:



                              Stanford L. Kurland, in his individual capacity

<PAGE>


------------------------------------------------------------------------------
                                       A-3
------------------------------------------------------------------------------


                                   APPENDIX A
                   To Stanford L. Kurland Employment Agreement

     A "Change  in  Control"  shall mean the  occurrence  during the term of the
Agreement, of any one of the following events:

     (a) An acquisition  (other than directly from Employer) of any common stock
or other  "Voting  Securities"  (as  hereinafter  defined)  of  Employer  by any
"Person" (as the term person is used for  purposes of Section  13(d) or 14(d) of
the  Securities  Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act")),
immediately  after  which such  Person has  "Beneficial  Ownership"  (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty five percent
(25%) or more of the then outstanding  shares of Employer's  common stock or the
combined  voting  power  of  Employer's  then  outstanding   Voting  Securities;
provided, however, in determining
     -------- -------
     whether a Change in  Control  has  occurred,  Voting  Securities  which are
acquired in a  "Non-Control  Acquisition"  (as  hereinafter  defined)  shall not
constitute an acquisition which would cause a Change in Control. For purposes of
this Agreement, (1) "Voting Securities" shall mean Employer's outstanding voting
securities  entitled to vote  generally in the  election of directors  and (2) a
"Non-Control  Acquisition"  shall mean an acquisition by (i) an employee benefit
plan (or a trust forming a part  thereof)  maintained by (A) Employer or (B) any
corporation  or other  Person of which a  majority  of its  voting  power or its
voting equity securities or equity interest is owned, directly or indirectly, by
Employer (for purposes of this definition, a "Subsidiary"), (ii) Employer or any
of its  Subsidiaries,  or (iii) any  Person in  connection  with a  "Non-Control
Transaction" (as hereinafter defined);

     (b) The individuals who, as of the date of the Agreement are members of the
Board  (the  "Incumbent  Board"),  cease for any reason to  constitute  at least
two-thirds of the members of the Board; provided, however,
     -------- -------
     that if the  election,  or  nomination  for election by  Employer's  common
stockholders,  of any new director was approved by a vote of at least two-thirds
of the Incumbent Board, such new director shall, for purposes of this Agreement,
be considered as a member of the Incumbent Board; provided further, however,
     -------- ------- -------
     that no individual  shall be considered a member of the Incumbent  Board if
such  individual  initially  assumed  office  as a result of either an actual or
threatened "Election Contest" (as described in Rule 14a-11 promulgated under the
Exchange Act) or other actual or threatened  solicitation of proxies or consents
by or on behalf of a Person other than the Board (a "Proxy  Contest")  including
by reason of any agreement  intended to avoid or settle any Election  Contest or
Proxy Contest; or

     (c) The consummation of:

     (i) A merger,  consolidation or reorganization  involving Employer,  unless
such merger,  consolidation or reorganization is a "Non-Control  Transaction." A
"Non-Control  Transaction" shall mean a merger,  consolidation or reorganization
of Employer where:

     (A)  the  stockholders  of  Employer,   immediately   before  such  merger,
consolidation  or  reorganization,   own  directly  or  indirectly   immediately
following such merger, consolidation or reorganization, at least seventy percent
(70%) of the combined voting power of the outstanding  Voting  Securities of the
corporation  resulting from such merger,  consolidation or  reorganization  (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting  Securities  immediately  before  such  merger,  consolidation  or
reorganization;

     (B) the  individuals  who were members of the Incumbent  Board  immediately
prior to the execution of the agreement providing for such merger, consolidation
or reorganization  constitute at least two-thirds of the members of the board of
directors  of the  Surviving  Corporation,  or in the  event  that,  immediately
following the consummation of such transaction, a corporation beneficially owns,
directly or  indirectly,  a majority of the Voting  Securities  of the Surviving
Corporation, the board of directors of such corporation; and

     (C) no Person  other  than (i)  Employer,  (ii) any  Subsidiary,  (iii) any
employee  benefit  plan (or any trust  forming  a part  thereof)  maintained  by
Employer, the Surviving Corporation,  or any Subsidiary, or (iv) any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership of twenty five percent  (25%) or more of the then  outstanding  Voting
Securities or common stock of Employer,  has Beneficial Ownership of twenty five
percent   (25%)  or  more  of  the  combined   voting  power  of  the  Surviving
Corporation's then outstanding Voting Securities or its common stock;

     (ii) A complete liquidation or dissolution of Employer; or

     (iii)  The sale or other  disposition  of all or  substantially  all of the
assets of Employer to any Person (other than a transfer to a Subsidiary).

                Notwithstanding the foregoing,  a Change in Control shall not be
deemed to occur  solely  because  any Person  (the  "Subject  Person")  acquired
Beneficial  Ownership of more than the permitted  amount of the then outstanding
common stock or Voting Securities as a result of the acquisition of common stock
or Voting  Securities  by Employer  which,  by reducing  the number of shares of
common stock or Voting Securities then  outstanding,  increases the proportional
number of shares Beneficially Owned by the Subject Persons;  provided,  however,
that if a Change in Control would occur (but for the operation of this sentence)
as a result of the acquisition of common stock or Voting Securities by Employer,
and after such share  acquisition  by Employer,  the Subject  Person becomes the
Beneficial  Owner of any  additional  common  stock or Voting  Securities  which
increases  the  percentage  of the  then  outstanding  common  stock  or  Voting
Securities  Beneficially  Owned by the Subject Person,  then a Change in Control
shall occur.





<PAGE>





                                                                                                              DRAFT
                                                                                                          [3/20/96]

                                                    APPENDIX B

                                                 INCENTIVE MATRIX

                                  To Determine Fiscal 1997, 1998 and 1999 Awards
                                              % of Target Bonus Paid
                                             (Target Bonus = $650,000)


                 Less than                                                 EPS** 
     ROE            .80      .80      1.20     1.60    $2.00     2.40     2.80     3.20      3.60       4.00     4.40 or more
                ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------

                                                                                  
 20% or more         25       50       75      100      125      150      175      200       225        250        275

--------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
     15%             20       40       60       80      100%     120      140      165       190        215        240

--------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
     10%             15       30       45       60       75       90      105      120       120        120        120

      5%             10       20       30       40       50       50       50       50        50         50         50

 Less than 5%         0        0        0        0        0        0        0        0         0          0          0
--------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- ------------- 


* Payouts interpolated between points.
* ROE calculated on quarterly average equity.
* For new equity  infusions,  first year  return  target at 10% rather than 15%.






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