Exhibit 99.1
OPTION CANCELLATION AGREEMENT
THIS OPTION CANCELLATION AGREEMENT (this "Agreement") is entered into as
of August 8, 2002 between IndyMac Bancorp, Inc., a Delaware corporation (the
"Corporation"), and Xxxxxxx X. Xxxxx, the Corporation's Chief Executive Officer
("Executive") with reference to the following facts:
A. Executive has heretofore been granted a performance option to
purchase up to 500,000 shares of common stock of the Corporation (the "Option")
pursuant to Section 4(d) of the Employment Agreement between the Corporation and
Executive that became effective as of February 1, 2002 (such agreement as
subsequently amended being referred to herein as the "Employment Agreement").
The Option has not been exercised to any extent as of the date hereof.
B. Executive has informed the Management Development and Compensation
Committee of the Board of Directors of the Corporation that he desires to
surrender the Option for cancellation without receiving any cash or other
consideration and without any obligation or intention of the Corporation to
grant, or expectation of Executive to receive, any grant of stock purchase
options in replacement thereof or other consideration relating thereto in the
future.
THEREFORE, the Corporation and Executive hereby agree as follows:
1. Surrender and Cancellation of the Option.
Executive hereby surrenders the Option and the Corporation hereby
acknowledges and confirms such surrender and cancellation.
2. No Obligations or Understandings.
Executive and the Corporation acknowledge and agree that the surrender
of the Option referred to herein shall be without consideration and without any
obligation on the part of the Corporation to grant, and without any expectation
of Executive to receive, any grant of stock purchase options in replacement
thereof or other consideration relating thereto at any time in the future.
Executive acknowledges and agrees that the Corporation will rely on the
provisions of this Section 2 in connection with the future operation of the
Corporation's 2002 Incentive Plan and the preparation of financial statements of
the Corporation.
3. No Other Effect on Employment Agreement.
The surrender of the Option referred to herein shall not have any effect
on the rights or obligations of the Corporation or Executive under the
Employment Agreement, other than the cancellation of the Option as set forth
herein.
4. Entire Agreement.
This Agreement sets forth the entire understanding of the parties with
respect to the surrender of the Option evidenced hereby and supersedes any
discussion among the parties hereto with respect the subject matter hereof.
CORPORATION EXECUTIVE
INDYMAC BANCORP, INC.
By: /s/ Xxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxx X. Xxxx XXXXXXX X. XXXXX
Title: Chairman of the Board
