EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "Agreement") is made effective as of May 25, 2005 (the "Effective Date"), by and between FLAGSTAR BANCORP, INC. ("BANCORP") AND FLAGSTAR BANK, FSB (the "Bank" and, together, with...Employment Agreement • May 16th, 2005 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
FLAGSTAR BANCORP, INC. (a Michigan corporation) 500,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 29th, 2010 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
SANDLER O’NEILL & PARTNERS, L.P. as Representative of the several Underwriters c/o Sandler O’Neill & Partners, L.P. 919 Third Avenue 6th Floor New York, New York 10022
FLAGSTAR BANCORP, INC. 6,100,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTFlagstar Bancorp Inc • November 1st, 2019 • Savings institution, federally chartered • New York
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representative (the “Representative”), an aggregate of 6,100,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
INTERNATIONAL UNDERWRITING AGREEMENT ------------------------------------Flagstar Bancorp Inc • April 2nd, 1997 • Savings institution, federally chartered • New York
EXHIBIT 1.0 FLAGSTAR BANCORP, INC. (a Michigan corporation) 2,250,000 Shares of Common Stock (Par Value $0.01 Per Share) PURCHASE AGREEMENTPurchase Agreement • May 24th, 2002 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
EXHIBIT 99.2 FLAGSTAR BANCORP, INC. EMPLOYEES AND DIRECTORS 1997 STOCK OPTION PLAN ----------------------------------------- Agreement for Incentive Stock Options ----------------------------------------- THIS STOCK OPTION (the "Option") grants...Flagstar Bancorp Inc • April 30th, 1999 • Savings institution, federally chartered
Plan Document -------------Adoption Agreement • April 17th, 1997 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
FLAGSTAR BANCORP, INC. STOCK OPTION PLAN COMMITTEEFlagstar Bancorp Inc • August 30th, 2001 • Savings institution, federally chartered
FLAGSTAR BANCORP, INC. 9,112,705 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2020 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representative (the “Representative”), an aggregate of 9,112,705 shares of common stock, par value $0.01 per share, of the Company (the “Shares”). The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
FORM OFGrantor Trust Agreement • May 30th, 2002 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
FLAGSTAR BANCORP, INC. 6,000,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2020 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), proposes to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representative (the “Representative”), an aggregate of 6,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 900,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
U.S UNDERWRITING AGREEMENT --------------------------Underwriting Agreement • April 2nd, 1997 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
THIS AGREEMENT, originally effective as of December 31, 2000, by and between Flagstar Bank, FSB (the “Bank”) and Robert O. Rondeau, Jr. (the “Employee”) in correlation with a separate, but substantially similar, employment agreement between the Employee and Flagstar Bancorp, Inc. (the “Company”) effective as of the same date, is continued, amended and restated as follows effective January 1, 2007 (the “Effective Date”).
1 EXHIBIT 4.3 FLAGSTAR BANCORP, INC. 1997 EMPLOYEES AND DIRECTORS STOCK OPTION PLAN, AS AMENDED Agreement for Non-Incentive Stock Options THIS STOCK OPTION (the "Option") grants ___________________ (the "Optionee") the right to purchase a total of...Flagstar Bancorp Inc • August 30th, 2001 • Savings institution, federally chartered
EXECUTION VERSION SC1:4110136.12 REGISTRATION RIGHTS AGREEMENT by and between FLAGSTAR BANCORP, INC. and J.P. MORGAN SECURITIES LLC SANDLER O’NEILL & PARTNERS, L.P. Dated as of July 11, 2016Registration Rights Agreement • July 12th, 2016 • Flagstar Bancorp Inc • Savings institution, federally chartered
Common StockFlagstar Bancorp Inc • December 16th, 1998 • Savings institution, federally chartered • Michigan
Employment AgreementEmployment Agreement • August 5th, 2019 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into as of May 21, 2019, by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and Lee Smith (the “Executive”). The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”
FORM OF EMPLOYMENT AGREEMENT --------------------Employment Agreement • April 2nd, 1997 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
Change in Control AgreementChange in Control Agreement • February 26th, 2021 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
This Change in Control Agreement (the “Agreement”) is made and entered into as of [DATE] (the “Effective Date”), by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and [NAME] (the “Executive”). The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”
FLAGSTAR BANCORP, INC.Restricted Stock Unit and Performance Share Unit • March 26th, 2018 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
This Award Agreement (this “Agreement”) is made effective at the Grant Date set forth above by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), and the Grantee named above.
PURCHASE AND ASSUMPTION AGREEMENT dated as of July 26, 2011 by and among FLAGSTAR BANK, FSB, PNC BANK, NATIONAL ASSOCIATION, and FLAGSTAR BANCORP, INC., solely with respect to Sections 7.6 and 7.9 and Article 12Purchase and Assumption Agreement • November 9th, 2011 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
This PURCHASE AND ASSUMPTION AGREEMENT, dated as of July 26, 2011 (this “Agreement”), by and among Flagstar Bank, FSB, a federal chartered stock savings bank, organized under the laws of the United States, with its principal office located in Troy, Michigan (“Seller”), PNC Bank, National Association, a national banking association, organized under the laws of the United States, with its principal office located in Pittsburgh, Pennsylvania (“Purchaser”), and Flagstar Bancorp, Inc., a Michigan corporation (“FBC”), solely with respect to Sections 7.6 and 7.9 and Article 12.
FLAGSTAR BANCORP, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2020 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representatives (the “Representatives”), $150,000,000 aggregate principal amount of its 4.125% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of October 28, 2020 (the “Base Indenture”) between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of October 28, 2020 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
FLAGSTAR BANCORP, INC. RESTRICTED STOCK UNIT SENIOR EXECUTIVE OFFICER AWARD AGREEMENTRestricted Stock Unit • March 26th, 2018 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
This Award Agreement (this “Agreement”) is made effective at the Grant Date set forth above by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), and the Grantee named above.
EXECUTION VERSION AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2, dated as of October 27, 2022 (this “Amendment”), amends the Agreement and Plan of Merger, dated as of April 24, 2021, by and among New York Community Bancorp,...Agreement and Plan of Merger • October 28th, 2022 • Flagstar Bancorp Inc • Savings institution, federally chartered
EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2013 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 16th day of May, 2013 by and between Flagstar Bancorp, Inc., a Michigan corporation maintaining offices at 5151 Corporate Drive, Troy, Michigan 48098 (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”), and Lee M. Smith (“Executive”) (the Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party”).
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • April 27th, 2021 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (the “Agreement”), dated as of April 24, 2021, by and among Flagstar Bancorp, Inc. (the “Company”), a Michigan corporation, and Alessandro DiNello (“Executive”) is effective as of the Closing (as defined below) (the “Effective Date”). For purposes of this Agreement, Executive and the Company shall each be a “Party” and shall collectively be the “Parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2009 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the ___ day of November, 2009 by and between Flagstar Bancorp, Inc., a Michigan corporation maintaining offices at 5151 Corporate Drive, Troy, Michigan 48098 (the “Company”), and Matthew A. Kerin, whose mailing address is P.O. Box 330910, West Hartford, CT 06133 (“Executive”) (the Company and Executive referred to collectively as the “Parties” and individually as a “Party”).
Amendment to the Employment AgreementEmployment Agreement • March 1st, 2022 • Flagstar Bancorp Inc • Savings institution, federally chartered
This Amendment to the Employment Agreement (the “Amendment”) is made and entered into as of September 4, 2020, by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and Lee Smith (the “Executive”). The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”
AGREEMENT AND PLAN OF MERGER by and among NEW YORK COMMUNITY BANCORP, INC., and FLAGSTAR BANCORP, INC. Dated as of April 24, 2021Agreement and Plan of Merger • April 27th, 2021 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2021 (this “Agreement”), by and among New York Community Bancorp, Inc., a Delaware corporation (“NYCB”), 615 Corp., a Delaware corporation and direct, wholly-owned subsidiary of NYCB (“Merger Sub”), and Flagstar Bancorp, Inc., a Michigan corporation (“Flagstar”).
INVESTMENT AGREEMENT dated as of December 17, 2008 between FLAGSTAR BANCORP, INC. and MP THRIFT INVESTMENTS L.P.Investment Agreement • December 19th, 2008 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
INVESTMENT AGREEMENT, dated as of December 17, 2008 (this “Agreement”), between Flagstar Bancorp, Inc., a corporation organized under the laws of the State of Michigan (the “Company”) and MP Thrift Investments L.P. a Delaware limited partnership (“Purchaser”).
PURCHASE AGREEMENTPurchase Agreement • March 13th, 2017 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
THIS PURCHASE AGREEMENT (this "Agreement") is effective as of the 17th day of February, 2009, by and between Flagstar Bancorp, Inc. (the "Company"), a corporation organized under the laws of the State of Michigan, with its principal offices at 5151 Corporate Drive, Troy, Michigan 48098-2639 and MP Thrift Investments L.P., a Delaware limited partnership (the "Purchaser").
FLAGSTAR BANCORP, INC. Executive Long-Term Incentive Program Award Agreement IIIncentive Program Award Agreement • March 26th, 2018 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
This Award Agreement (this “Agreement”) is made effective (DATE) (the “Grant Date”), by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), and (NAME) (the “Executive”). Capitalized terms that are used in this Agreement but not defined herein shall have the meanings given to them in the Plan.
PURCHASE AND ASSUMPTION AGREEMENT between Wells Fargo Bank, N.A., andPurchase and Assumption Agreement • August 6th, 2018 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
RECITALSConsulting Agreement • June 22nd, 2005 • Flagstar Bancorp Inc • Savings institution, federally chartered • Michigan
GUARANTEE AGREEMENT by and between FLAGSTAR BANCORP, INC., as Guarantor and WILMINGTON TRUST COMPANY, as Guarantee Trustee Dated as of June 30, 2009Guarantee Agreement • July 1st, 2009 • Flagstar Bancorp Inc • Savings institution, federally chartered • New York
THIS GUARANTEE AGREEMENT (this “Guarantee”), dated as of June 30, 2009, is executed and delivered by FLAGSTAR BANCORP, INC., incorporated in Michigan (the “Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time-to-time of the Capital Securities (as defined herein) of Flagstar Statutory Trust XI, a Delaware statutory trust (the “Issuer”).
