Exhibit 10.28
-------------
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT (the "Amendment"), effective as of February 29, 2000, by and
between IndyMac Mortgage Holdings, Inc., a Delaware corporation ("Employer"),
and Xxxxx X. Xxxx ("Officer"), amends that certain Employment Agreement, dated
as of December 30, 1998, by and between Employer and Officer (the "Employment
Agreement").
In consideration of the mutual promises and covenants herein contained, the
parties hereto agree as follows:
1. Termination of Affiliation with Countrywide. The last paragraph of
-------------------------------------------
Section 3 of the Employment Agreement is hereby deleted in its entirety and
replaced by the following:
"Employer and Officer acknowledge that the Employment Agreement formerly
recognized and permitted Officer's service as an officer and director of
Countrywide Credit Industries, Inc. ("Countrywide") and certain of its
subsidiaries. However, due to the potential conflict of interest presented
by Officer's continued affiliation with Countrywide or its subsidiaries or
affiliates, Officer shall immediately resign from the Board of Directors of
Countrywide and from any position(s) he currently holds with any subsidiary
or affiliate of Countrywide and shall not hereafter, during the term of
this Agreement as the same may be extended from time to time, accept any
position as an employee, director, consultant or otherwise with Countrywide
or any subsidiary or affiliate of Countrywide; provided, however, that
nothing herein shall prohibit Officer from (i) participating in any health
or welfare benefit plan of Countrywide, (ii) accepting an honorary title at
Countrywide as long as such title does not require or entitle Officer to
vote or engage in consultation or similar activities, or (iii) part-time
employment with Countrywide or its subsidiaries or affiliates pursuant to
that certain Part-Time Employment Agreement between Officer and
Countrywide, dated as of February 28, 2000, receipt of a copy of which
Employer hereby acknowledges."
2. Annual Stock Option Grants. The parenthetical phrase in the second
--------------------------
sentence of Section 4(c) of the Employment Agreement is hereby deleted in its
entirety. The following sentence is added as the third sentence in Section 4(c)
of the Employment Agreement:
"Notwithstanding the foregoing sentence, beginning with Fiscal Year 2000
and in each Fiscal Year thereafter during the term of this Agreement,
Officer shall be granted stock options to purchase 125,000 shares of common
stock of the Company."
-1-
3. Exercise of Stock Options. The following sentence is hereby added at
-------------------------
the end of Section 4(c) of the Employment Agreement:
"Notwithstanding the terms of the 1998 Plan (or other applicable stock
incentive plan) to the contrary, Officer shall have the right, upon
termination of his employment hereunder, other then for Cause, to exercise
stock options governed by this Section 4(c) for a period twelve (12) months
after such termination (but in no event later then their applicable
expiration dates)."
4. Ratification of Employment Agreement. As amended hereby, the
------------------------------------
Employment Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
INDYMAC MORTGAGE HOLDINGS, INC.
ATTEST
By:
------------------------ ---------------------------
Secretary
Title:
------------------------
OFFICER
------------------------------
Xxxxx X. Xxxx, in his individual capacity
-2-
