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Title: |
Employee Stock Purchase Plan |
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Date: |
2003 |
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Preview shows 17KB of 45KB total |
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$41 |
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ID: |
#292645 |
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NEW CENTURY FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Composite Plan Document Incorporating Amendments through 2002-I and
Reflecting 2003 Stock Dividend)
{PAGE}
TABLE OF CONTENTS
PAGE
1. PURPOSE............................................................3
2. DEFINITIONS........................................................3
3. ELIGIBILITY........................................................5
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS......................5
5. OFFERING PERIODS...................................................5
6. PARTICIPATION......................................................5
7. METHOD OF PAYMENT OF CONTRIBUTIONS.................................6
8. GRANT OF OPTION....................................................7
9. EXERCISE OF OPTION.................................................7
10. DELIVERY...........................................................8
11. TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS...............8
12. ADMINISTRATION.....................................................8
13. DESIGNATION OF BENEFICIARY.........................................9
14. TRANSFERABILITY...................................................10
15. USE OF FUNDS; INTEREST............................................10
16. REPORTS...........................................................10
17. ADJUSTMENTS OF AND CHANGES IN THE STOCK...........................10
18. TERM OF PLAN; AMENDMENT OR TERMINATION............................11
19. NOTICES...........................................................12
20. CONDITIONS UPON ISSUANCE OF SHARES................................12
21. PLAN CONSTRUCTION.................................................12
22. EMPLOYEES' RIGHTS.................................................13
23. MISCELLANEOUS.....................................................13
24. TAX WITHHOLDING...................................................13
-i-
{PAGE}
NEW CENTURY FINANCIAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Composite Plan Document Incorporating Amendments through 2002-I and
Reflecting 2003 Stock Dividend)
The following constitute the provisions of the New Century
Financial Corporation Employee Stock Purchase Plan.
1. PURPOSE
The purpose of this Plan is to provide Eligible Employees with an
incentive to advance the best interests of the Corporation (and those
Subsidiaries which may be designated by the Committee as "Participating
Corporations") by providing a method whereby they may voluntarily
purchase Common Stock at a favorable price and upon favorable terms.
2. DEFINITIONS
Capitalized terms used herein which are not otherwise defined shall
have the following meanings.
"Account" shall mean the bookkeeping account maintained by the
Corporation, or by a recordkeeper on behalf of the
Corporation, for a Participant pursuant to Section 7(a).
"Board" shall mean the Board of Directors of the Corporation.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the committee appointed by the Board to
administer this Plan pursuant to Section 12.
"Common Stock" shall mean the common stock of the Corporation.
"Company" shall mean the Corporation and its Subsidiaries.
"Compensation" shall mean an Eligible Employee's regular
earnings, overtime pay, sick pay, commissions, vacation pay,
incentive compensation and bonuses. Compensation also includes
any amounts contributed as salary reduction contributions to a
plan qualifying under Section 401(k), 125 or 129 of the Code.
Any other form of remuneration is excluded from Compensation,
including (but not limited to) the following: prizes, awards,
housing allowances, stock option exercises, stock appreciation
rights, restricted stock exercises, performance awards, auto
allowances, tuition reimbursement and other forms of imputed
income. Compensation shall be determined before giving effect
to any deferral election under the Corporation's nonqualified
Deferred Compensation Plan and
3
{PAGE}
Compensation shall not include any amounts paid under such
plan. "Contributions" shall mean all bookkeeping amounts
credited to the Account of a Participant pursuant to Section
7(a).
"Corporation" shall mean New Century Financial Corporation, a
Delaware corporation.
"Eligible Employee" shall mean any employee of the
Corporation, or of any Subsidiary which has been designated in
writing by the Committee as a "Participating Corporation"
(including any Subsidiaries which have become such after the
date that this Plan is approved by shareholders).
Notwithstanding the foregoing, "Eligible Employee" shall not
include any employee who (i) has not as of the Grant Date
completed at least 90 days of continuous full-time employment
with the Company, (ii) whose customary employment is for less
than 20 hours per week, or (iii) whose customary employment is
for not more than five months in a calendar year.
"Effective Date" shall mean October 13, 1997.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
"Exercise Date" shall mean, with respect to an Offering
Period, the last day of that Offering Period. Effective
January 1, 2003, the Exercise Date shall be March 31 for an
Option granted on January 1, June 30 for an Option granted on
April 1, September 30 for an Option granted on July 1, and
December 31 for an Option granted on October 1.
"Fair Market Value" shall mean the closing price of a Share on
The New York Stock Exchange on such date (or, in the event
that the Common Stock is not traded on such date, on the
immediately preceding trading date), as reported in The Wall
Street Journal or, in the event the Common Stock is not listed
on The New York Stock Exchange, the "Fair Market Value" shall
be the closing price of the Common Stock for such date (or, in
the event that the Common Stock is not traded on such date, on
the immediately preceding trading date), as reported by the
National Association of Securities Dealers Automated Quotation
("NASDAQ") or, if such price is not reported, the mean of the
bid and asked prices per Share as reported by NASDAQ or, if
such prices are not so listed or reported, as determined by
the Committee (or its delegate), in its discretion
"Grant Date" shall mean the first day of each Offering Period.
"Offering Period" shall, effective January 1, 2003, mean the
three-consecutive month period commencing on each January 1,
April 1, July 1, and October 1.
"Option" shall mean the stock option to acquire Shares granted
to a Participant pursuant to Section 8.
4
{PAGE}
"Option Price" shall mean the per share exercise price of an
Option as determined in accordance with Section 8(b).
"Participant" shall mean an Eligible Employee who has elected
to participate in this Plan and who has filed a valid and
effective Subscription Agreement to make Contributions
pursuant to Section 6.
"Plan" shall mean this New Century Financial Corporation
Employee Stock Purchase Plan, as amended from time to time.
"Rule 16b-3" shall mean Rule 16b-3 promulgated under Section
16.
"Section 16" shall mean Section 16 of the Exchange Act.
"Share" shall mean a share of Common Stock.
"Subscription Agreement" shall mean the written agreement
filed by an Eligible Employee with the Corporation pursuant to
Section 6 to participate in this Plan.
"Subsidiary" shall mean any corporation in an unbroken chain
of corporations (beginning with the Corporation) in which each
corporation (other than the last corporation) owns stock
possessing 50% or more of the total combined voting power of
all classes of stock in one or more of the other corporations
in the chain.
3. ELIGIBILITY
Any person employed as an Eligible Employee as of a Grant Date shall be
eligible to participate in this Plan during the Offering Period in
which such Grant Date occurs, subject to the Eligible Employee
satisfying the requirements of Section 6.
4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS
The total number of Shares to be made available under this Plan is
3,000,000 authorized and unissued or treasury shares of Common Stock,
or Shares repurchased on the open market, subject to adjustments
pursuant to Section 17. In the event that all of the Shares made
available under this Plan are subscribed prior to the expiration of
this Plan, this Plan may be terminated in accordance with Section 18.
5. OFFERING PERIODS
During the term of this Plan, the Corporation will offer Options to
purchase Shares to all Participants during each Offering Period. Each
Option shall become effective on the Grant Date. The term of each
Option shall, effective January 1, 2003, be three months and shall end
on the respective Exercise Date. Offering Periods shall continue until
this Plan is terminated in accordance with Section 18, or, if earlier,
until no Shares remain available for Options pursuant to Section 4.
5
{PAGE}
6. PARTICIPATION
An Eligible Employee may become a participant in this Plan by
completing a Subscription Agreement on a form approved by and in a
manner prescribed by the Committee (or its delegate). To become
effective, Subscription Agreements must be filed with the Corporation
prior to the applicable Grant Date and must set forth the whole
percentage of the Eligible Employee's Compensation (which shall not be
less than 1% and not more than 10% of such Eligible Employee's
Compensation) to be credited to the Participant's Account as
Contributions each pay period. The Committee may permit Eligible
Employees to make separate Contribution elections with respect to the
bonus portion of their Compensation, on such terms and conditions as
the Committee may prescribe. Subscription Agreements shall contain the
Eligible Employee's authorization and consent to the Corporation's
withholding from his or her Compensation the amount of his or her
Contributions. A Participant's Subscription Agreement (as it may
periodically be changed in accordance with Section 7) shall remain
valid for all Offering Periods until (i) the Participant terminates his
or her Contributions in accordance with Section 7(c), (ii) the date the
Participant's employment with the Company is terminated, or (iii) the
date the Participant is no longer an Eligible Employee.
7. METHOD OF PAYMENT OF CONTRIBUTIONS
(a) The Corporation shall maintain on its books, or cause to be
maintained by a recordkeeper, an Account in the name of each
Participant. The percentage of Compensation elected to be
applied as Contributions by a Participant shall be deducted
from such Participant's Compensation on each payday during the
period for payroll deductions set forth below and such payroll
deductions shall be credited to that Participant's Account as
soon as administratively practicable after such date. A
Participant may not make any additional payments to his or her
Account. A Participant's Account shall be reduced by any
amounts used to pay the Option Price of Shares acquired, or by
any other amounts distributed pursuant to the terms hereof.
(b) Payroll deductions with respect to an Offering Period shall
commence as of the first day of the payroll period which
coincides with or immediately follows the applicable Grant
Date and shall end on the last day of the payroll period which
coincides with or immediately precedes the applicable Exercise
Date, unless sooner terminated by the Participant as provided
in this Section or until his or her participation terminates
pursuant to Section 11.
(c) A Participant may terminate his or her Contributions during an
Offering Period by completing and filing with the Corporation,
in such form and on such terms as the Committee (or its
delegate) may prescribe, a written withdrawal form which shall
be signed by the Participant. Such termination shall be
effective as soon as administratively practicable after its
receipt by the Corporation.
(d) A Participant may discontinue or otherwise decrease (but may
not increase) the level of his or her Contributions (within
Plan limits) during an Offering Period by
6
{PAGE}
completing and filing with the Corporation, in such form and
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