Common use of Scope of this Agreement and Outside Affiliations Clause in Contracts

Scope of this Agreement and Outside Affiliations. Except as expressly ------------------------------------------------ provided below, during the term of this Agreement, Officer shall devote such portion of his business time and energy as the Board may reasonably require 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 in such senior executive capacity not below the rank of Vice President for 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. Employer and Officer acknowledge and agree that Officer may perform his duties hereunder outside the State of California. 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. Officer may not 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, unless such service is expressly approved herein or 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. Notwithstanding any provisions of this Section 3, Employer and Officer acknowledge that Officer currently serves as an officer and director of Countrywide Credit Industries, Inc. and certain of its subsidiaries ("Countrywide") and agree that Officer shall be permitted to perform such duties, engage in such activities and devote such portion of his business time and energy as may be required under the terms of his employment with Countrywide.

Scope of this Agreement and Outside Affiliations. Except as expressly ------------------------------------------------ provided below, during During the term of this Agreement, Officer shall devote such portion of his full business time and energy energy, except as the Board may reasonably require expressly provided below, to the business, affairs and interests of Employer Employer, IndyMac Bank and its subsidiariesaffiliates, and matters related thereto. Officer shall report only to the Board and, if appointed to a management position at IndyMac Bank, to the IndyMac Bank Board and shall use perform his best efforts and abilities duties, subject 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 Agreementtheir authority. Officer agrees to serve without additional remuneration in such senior as the chief executive capacity not below the rank officer or director of Vice President for one or more (direct or indirect) subsidiaries or affiliates of Employer as the Board may from time to time reasonably request, subject to appropriate authorization by the affiliate or subsidiary or subsidiaries involved and any limitation under applicable law. Employer and Officer acknowledge and agree , provided, that Officer may perform his duties hereunder outside the State shall be indemnified and covered by directors' and officers' liability insurance of CaliforniaEmployer as provided under Section 8 hereof with regard to such service. 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. Officer may not serve During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of the Board, engage in any outside business activity (as distinguished from personal investment activity and affairs) with a "Competitor" (as defined below) including, without limitation, activity as a consultant, agent, partner, officer or director or in any other capacity provide services of any nature directly or indirectly to a corporation or other business enterprise, including an enterprise whose activities may involve or relate to the business of Employer, unless such service that is expressly approved herein or by the Boarda Competitor. 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. Notwithstanding any provisions Officer may serve as a director (or on the advisory committee) of this Section 3, Employer corporations or other business enterprises with prior approval of the Management Development and Officer acknowledge that Officer currently serves as an officer and director Compensation Committee of Countrywide Credit Industries, Inc. and certain of its subsidiaries the Board (the "CountrywideCompensation Committee") and agree that Officer which shall not be permitted to perform such dutiesunreasonably withheld, engage in provided such activities and devote such portion or services do not materially interfere or conflict with the performance of his business time and energy as may be required under the terms of his employment with CountrywideOfficer's duties hereunder.

Scope of this Agreement and Outside Affiliations. Except (i) During the CEO Term, Executive shall devote his full business time and energy, except as expressly ------------------------------------------------ provided below, during the term of this Agreement, Officer shall devote such portion of his business time and energy as the Board may reasonably require to the business, affairs and interests of Employer the Company and its subsidiaries, and matters related thereto, and shall use his best efforts and abilities to promote its interests. Officer Executive agrees that he will diligently endeavor to promote the business, affairs and interests of Employer the Company and its subsidiaries and perform services contemplated hereby, hereby in accordance with the policies established by the Board, which policies shall be consistent with this Agreement. Officer Executive agrees to serve without additional remuneration in such senior the capacity of chief executive capacity not below the rank of Vice President officer for one or more (direct or indirect) subsidiaries of Employer the Company 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. Employer Executive agrees that the remuneration provided for in Sections 4 and Officer acknowledge 5 shall be in full satisfaction of any and agree that Officer may perform his duties hereunder outside all of the State of Californiaservices contemplated to be provided by Executive during the CEO Term including, without limitation, those described in the preceding sentence. OfficerExecutive's failure to discharge an order or perform a function because Officer Executive 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(c6(d) hereof. Officer . (ii) During the CEO Term, Executive shall not, without the consent of the Board, compete, directly or indirectly, with the Company in the businesses then conducted by the Company. (iii) Executive may not 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 Employerthe Company, unless provided that such service is expressly approved herein or by the Board. Officer may Executive may, without seeking or obtaining approval by the Board, (i) make and manage personal business investments of his choice and (ii) 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. Notwithstanding any provisions of this Section 3, Employer and Officer acknowledge that Officer currently serves as an officer and director of Countrywide Credit Industries, Inc. and certain of its subsidiaries ("Countrywide") and agree that Officer shall be permitted to perform such duties, engage in such activities and devote such portion of his business time and energy as may be required under the terms of his employment with Countrywide.

Scope of this Agreement and Outside Affiliations. Except as expressly ------------------------------------------------ provided below, during During the term of this Agreement, Officer shall devote such portion of his full business time and energy energy, except as the Board may reasonably require expressly provided below, to the business, affairs and interests of Employer Employer, IndyMac Bank and its subsidiariesaffiliates, and matters related thereto, . Officer shall report only to the Board and the IndyMac Bank Board and shall use perform his best efforts and abilities duties, subject 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 Agreementtheir authority. Officer agrees to serve without additional remuneration in such senior as the chief executive capacity not below the rank officer or director of Vice President for one or more (direct or indirect) subsidiaries or affiliates of Employer as the Board may from time to time reasonably request, subject to appropriate authorization by the affiliate or subsidiary or subsidiaries involved and any limitation under applicable law. , provided, that Officer shall be indemnified and covered by directors' and officers' liability insurance of Employer and Officer acknowledge and agree that Officer may perform his duties hereunder outside the State of CaliforniaIndyMac Bank as provided under Section 8 hereof with regard to such service. 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. Officer may not serve During the course of Officer's employment as a full-time officer hereunder, Officer shall not, without the consent of the Board, engage in any outside business activity (as distinguished from personal investment activity and affairs) with a "Competitor" (as defined below) including, without limitation, activity as a consultant, agent, partner, officer or director or in any other capacity provide services of any nature directly or indirectly to a corporation or other business enterprise, including an enterprise whose activities may involve or relate to the business of Employer, unless such service that is expressly approved herein or by the Boarda Competitor. 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. Notwithstanding any provisions Officer may serve as a director (or on the advisory committee) of this Section 3, Employer corporations or other business enterprises with prior approval of the Management Development and Officer acknowledge that Officer currently serves as an officer and director Compensation Committee of Countrywide Credit Industries, Inc. and certain of its subsidiaries the Board (the "CountrywideCompensation Committee") and agree that Officer which shall not be permitted to perform such dutiesunreasonably withheld, engage in provided such activities and devote such portion or services do not materially interfere or conflict with the performance of his business time and energy as may be required under the terms of his employment with CountrywideOfficer's duties hereunder.

Scope of this Agreement and Outside Affiliations. Except as expressly ------------------------------------------------ provided below, during During the term of this Agreement, Officer shall devote such portion of his business time and energy as the Board may reasonably require shall be necessary to discharge his duties hereunder, 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 a director and/or in such senior executive capacity not below the rank of Vice President for 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. Employer and Officer acknowledge and agree that Officer may perform his duties hereunder outside the State of California. 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(c5(b) hereof. During the course of Officer's employment hereunder, Officer shall not, without the consent of the Board, compete, directly or indirectly, with Employer in the businesses then conducted by Employer. Officer may not 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, unless provided that such service is expressly approved herein or by the Board. Officer may make and manage personal business investments of his choice and choice, serve in any capacity with any civic, educational or charitable organization, or any governmental entity or trade association, and continue his current activities in connection with Indymac Mortgage Holdings, Inc. and those certain activities in Reno, Nevada in which Officer engages as of the date hereof and may, in any geographic location, engage in activities that are the same or substantially similar to those certain activities in Reno, Nevada in which officer engages as of the date hereof, in each case without seeking or obtaining approval by the Board, provided such activities and services do not materially interfere or conflict with adversely affect the performance of his duties hereunder. Notwithstanding any provisions of this Section 3, Employer and Officer acknowledge that Officer currently serves as an officer and director of Countrywide Credit Industries, Inc. and certain of its subsidiaries ("Countrywide") and agree that Officer shall be permitted to perform such duties, engage in such activities and devote such portion of his business time and energy as may be required under the terms of his employment with Countrywide.