OPTION CANCELLATION AGREEMENT
Exhibit 99.2
THIS OPTION CANCELLATION AGREEMENT (this “Agreement”) is entered into as of April 9, 2008
between IndyMac Bancorp, Inc., a Delaware corporation (the
“Corporation”), and Xxxxxxx X. Xxxxx, the
Corporation’s Chairman and Chief Executive Officer (“Executive”) with reference to the following:
A. Given the extremely challenging nature of the housing and mortgage markets, it is critical
for the Corporation to control expenses while at the same time retaining and motivating employees who
are key to executing the Corporation’s 2008 strategic and financial plan. Stock option awards are one
of the most cost effective means of providing compensation to these employees in that they have a
relatively small impact on GAAP earnings in comparison to the potential financial upside and
resulting motivational impact to recipients. In order to make more stock options available for
grants to key employees, solely upon his own initiative, Executive would like to surrender a
portion of his vested stock options.
B. Executive has heretofore been granted a stock option to purchase up to 1,000,000 shares of
common stock of the Corporation (the “Option”) on February 5, 2001 pursuant to Executive’s prior
employment agreement between the Corporation and Executive that has been subsequently amended and
restated as of September 18, 2006 (such agreement as subsequently amended and restated being
referred to herein as the “Employment Agreement”). The Option has not been exercised to any extent
as of the date hereof.
C. 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/ XXXX X. XXXXXXX | /s/ XXXXXXX X. XXXXX | |||
Name:
|
Sen. Xxxx X. Xxxxxxx (xxx.) | Xxxxxxx X. Xxxxx | |||
Title:
|
Chairman, Management
Development and Compensation Committee |
||||
