Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment")
is executed effective as of April 24, 2002, by and between IndyMac Bancorp, Inc.
("Employer") and Xxxxxxx X. Xxxxx ("Officer").
WHEREAS, Employer and Officer entered into an employment
agreement effective as of February 1, 2002 (the "Employment Agreement"); and
WHEREAS, Employer and Officer desire to amend certain provisions
of the Employment Agreement relating to the grant of stock options and
performance options as set forth herein.
NOW, THEREFORE, the parties agree to amend the Employment
Agreement, effective as of the date hereof, as follows:
1. The first paragraph of Section 4(c) of the Employment
Agreement is hereby deleted in its entirety and replaced with the following:
"(c) STOCK OPTIONS. Subject to shareholder approval of the
2002 Plan, Employer shall grant to Officer a stock option grant of 1,000,000
shares of Employer's common stock (the "Option") on May 1, 2002 (the "Grant
Date") and such Option shall be designated as an "incentive stock option"
(within the meaning of Code Section 422) to the maximum extent permitted under
Code Section 422. The Option shall have a per share exercise price equal to the
Fair Market Value (as defined in the 2002 Plan) of the common stock on the Grant
Date and a ten (10) year stated term. Twenty percent (20%) of the shares subject
to the Option shall vest on the first anniversary of the Grant Date and on each
December 31 thereafter, provided Officer is then employed by, or otherwise
provides services to, Employer, IndyMac Bank or an affiliate, beginning on May
1, 2003 so that all the shares subject to the Option shall be vested on December
31, 2006."
2. This Amendment shall be and is hereby incorporated in and
forms a part of the Employment Agreement.
3. Except as set forth herein, the Employment Agreement shall
remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed as of the date first above written.
INDYMAC BANCORP, INC.:
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
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Title: Chairman of the Board
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OFFICER:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
in his individual capacity
