January 29, 2008
EXHIBIT 10.19
January 29, 2008
Xxxxxx Xxxxxxx
Dear Xxxxxx:
This letter amends your Employment Agreement with IndyMac Bank, F.S.B. (“Employer”) dated as
of July 1, 2006 (your “Employment Agreement”).
Section 4.1 of your Employment Agreement is amended and restated as follows:
4.1 Base Salary. Employer shall pay to Employee a base salary at the annual rate set
forth in Appendix A. Employee’s base salary shall be payable in equal monthly or more
frequent installments as are customary under Employer’s payroll practices from time to time.
Employer may, in its sole discretion, increase Employee’s base salary during the term of this
Agreement, but Employer will not decrease Employee’s base salary below the amount set forth in
Appendix A. Notwithstanding the foregoing, effective March 1, 2008 and until otherwise
determined by Employer, Employee’s base salary shall be $362,520, which reflects a five
percent (5%) decrease from Employee’s base salary in effect on January 29, 2008.
Section 4.2 of your Employment Agreement is amended and restated as follows:
4.2 Cash Incentive Compensation. During the term of this Agreement, Employee
will be eligible to receive annual or quarterly cash bonuses, based upon performance
criteria established from time to time by the Board of Directors of Employer, a committee of the
Board, or its authorized delegate, in its sole discretion, and administered pursuant to
Employer’s Senior Manager Cash Incentive Plan policy, or other such policy or program covering Employee
at the time the performance criteria are established. The initial performance criteria
relating to Employee’s cash incentive awards outstanding as of the Effective Time are set forth in
Appendix B, but may be changed by Employer from time to time pursuant to such policy. Unless
otherwise determined by Employer, any annual or quarterly bonus shall be prorated to the extent
that Employee is employed for less than the full bonus period. Notwithstanding the
foregoing, for fiscal year 2008, Employee’s cash incentive compensation shall be an amount equal to
seventy-five percent (75%) of annualized cash incentive payments made to Employee for fiscal
year 2007 (i.e., payments made after March 31, 2007 and prior to March 31, 2008).
Section 4.3 of your Employment Agreement is amended by renaming such section “Long-Term Incentive
Compensation.” All references to the term “equity incentive” in your Employment Agreement shall be
replaced with the term “long-term incentive.” Section 4.3 is further amended by adding the
following sentence to the end of such section:
Special Senior Manager Option Award. Notwithstanding the foregoing and if approved by
the Board of Directors Management Development & Compensation Committee, in fiscal year 2008,
Employee shall receive a stock option to purchase 65,000 shares of IndyMac Bancorp, Inc.
common stock (the “2008 Option”), or the equivalent value per GAAP. The 2008 Option shall be
granted under, and pursuant to the terms and conditions of, the Indymac Bancorp, Inc. 2002
Incentive Plan, as Amended and Restated, and shall have an exercise price equal to the Fair
Market Value (as defined in such plan) of a share of IndyMac Bancorp, Inc. common stock on
the date of grant.
Section 5.1.3 of your Employment Agreement is amended by adding the following new subsection (vi):
(vi) Employee’s failure to comply with Employer’s policies and internal regulations
related to internal controls and risk tolerance, including Employee’s inability to cure such
failure to Employer’s reasonable satisfaction within 90 days following Employer’s delivery to
Employee of a written demand for substantial performance which specifically identifies the manner
in which Xxxxxxxx believes that Employee has failed to comply with such policies and internal
regulations.
All of the other terms of your Employment Agreement that are not amended by this letter shall
remain in full force and effect.
Please sign this letter to confirm your agreement with the amendment and the terms described herein
and return it to Xxxxxxxx Xxxxxx, FVP Compensation & Benefits.
| Acknowledged and Agreed to By: | ||||||||
/s/ Xxx Xxxxxxx
|
Signature: | /s/ Xxxxxx Xxxxxxx | ||||||
| IndyMac Bank, F.S.B. | Xxxxxx Xxxxxxx | |||||||
| Date: 2/8/08 | ||||||||
