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SEC Filings

424B1
DITECH HOLDING CORP filed this Form 424B1 on 09/16/1997
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activity, bona fide illness, disability, death or other reason expressly
authorized by the Board of Directors in advance; or (iv) any act or acts of
personal dishonesty (including, without limitation, any insider trading or
unauthorized trading in the Company's securities) by the executive officer which
have a material adverse effect on the Company or any of its subsidiaries.
 
     In addition, in the event the executive officer is terminated by the
Company without good cause or the executive officer resigns from the Company
within ninety days after being removed from, or not re-elected to the Board of
Directors, despite the executive officer's efforts to remain on the Board of
Directors, the executive officer will be entitled to receive his or her base
salary then in effect until the later of one year from the date of termination
or the end of the term of the employment agreement. In the event that the
executive officer is terminated without good cause within ninety days after a
change of control (as defined in the employment agreement), then the executive
officer will be entitled to receive his or her base salary then in effect until
the later of two years from the date of termination or the end of the term of
the employment agreement.
 
401(K) PLAN
 
     On the closing of the Offering, the Company will commence participation in
the HCP non-contributory retirement plan ("401(k) Plan"). The 401(k) Plan is
available to all full-time Company employees with at least six months of
service. The 401(k) Plan is designed to be tax deferred in accordance with
provisions of Section 401(k) of the Code. The 401(k) Plan provides that each
participant may contribute 15.0% of his or her salary subject to the maximum
allowable each fiscal year ($9,500 in 1997). Under the 401(k) Plan, an employee
may elect to enroll on January 1, or July 1, provided that the employee has met
the six month employment service requirement.
 
1997 STOCK OPTION PLAN
 
     General.  The Company's 1997 Executive and Non-Employee Director Stock
Option Plan (the "1997 Stock Option Plan") provides for the grant of qualified
incentive stock options ("ISOs") which meet the requirements of Section 422 of
the Internal Revenue Code, stock options not so qualified ("NQSOs"), deferred
stock, restricted stock, performance shares, stock appreciation rights and
limited stock awards ("Awards") and dividend equivalent rights ("DERs").
 
     Purpose.  The 1997 Stock Option Plan is intended to provide a means of
performance-based compensation in order to attract and retain qualified
personnel and to afford additional incentive to others to increase their efforts
in providing significant services to the Company.
 
     Administration.  The 1997 Stock Option Plan will be administered by the
Compensation Committee, which shall at all times be composed solely of
"non-employee directors" as required by Rule 16b-3 under the Exchange Act.
Members of the Compensation Committee are eligible to receive only NQSOs
pursuant to automatic grants of stock options discussed below.
 
     Options and Awards.  Options granted under the 1997 Stock Option Plan will
become exercisable in accordance with the terms of grant made by the
Compensation Committee. Awards will be subject to the terms and restrictions of
the Awards made by the Compensation Committee. Option and Award recipients shall
enter into a written stock option agreement with the Company. The Compensation
Committee has discretionary authority to select participants from among eligible
persons and to determine at the time an option or Award is granted when and in
what increments shares covered by the option or Award may be purchased or will
vest and, in the case of options, whether it is intended to be an ISO or a NQSO,
provided, however, that certain restrictions applicable to ISOs are mandatory,
including a requirement that ISOs not be issued for less than 100% of the then
fair market value of the Common Stock (110% in the case of a grantee who holds
more than 10% of the outstanding Common Stock) and a maximum term of ten years
(five years in the case of a grantee who holds more than 10% of the outstanding
Common Stock). Fair market value means as of any given date, with respect to any
option or Award granted, at the discretion of the Board of Directors or the
Compensation Committee, (i) the closing sale price of the Common Stock on such
date as reported in the Wall Street Journal, or (ii) the average of the closing
price of the Common Stock on each day of which it was traded over a period of up
to twenty trading days immediately prior to such date, or (iii) if the Common
Stock is not publicly traded (e.g., prior to the closing of the Offering), the
fair market value of the Common Stock as otherwise determined by the Board of
Directors or the Compensation Committee in the good faith exercise of its
discretion.
 
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