exv4w1



 





Exhibit 4.1




INDYMAC MORTGAGE HOLDINGS, INC.

2000 STOCK INCENTIVE PLAN




     1. Purpose of Plan. The purpose of this 2000 Stock Incentive Plan (“Plan”) of IndyMac
Mortgage Holdings, Inc., a Delaware corporation (the “Company”), is to enable the Company and any
of its subsidiaries or affiliates to attract, retain and motivate their employees, consultants,
agents, officers and directors by providing incentives related to equity interests in and the
financial performance of the Company.



     2. Persons Eligible Under Plan. Any person, including any director of the Company or
any of its subsidiaries or affiliates, who is an officer or employee of the Company or any of its
subsidiaries or affiliates or an individual who performs services for the Company or any of its
subsidiaries or affiliates of a nature similar to those performed by officers or employees, such as
consultants and agents (any of the foregoing, an “Employee”) shall be eligible to be considered for
the grant of an Award (as defined in Section 5 below) or Awards under Section 5 of this Plan.
Members of the Board of Directors of the Company (the “Board”), and members of the boards of
directors of any of the Company’s subsidiaries or affiliates who are not officers or employees of
the Company or any of its subsidiaries or affiliates (“Non-Employee Directors”) shall be eligible
to receive Awards under this Plan only in the form of nonqualified stock options granted
automatically under the provisions of Section 10 of this Plan (“Director Options”).



     3. Stock Subject to Plan.



     (a) ISO Limit. The maximum number of Common Shares, $0.01 par value per share, of the
Company (the “Common Shares”) that may be issued pursuant to options intended to qualify as
incentive stock options (“Incentive Stock Options”) under Section 422 of the Internal Revenue Code
of 1986, as amended (the “Code”), granted under this Plan is 5,000,000, and provided further that,
except as otherwise provided herein, the aggregate Fair Market Value (as defined in Section 10) of
Common Shares with respect to which options intended to qualify as Incentive Stock Options are
exercisable for the first time by any individual during any calendar year shall not exceed the
limit, if any, set forth in Section 422(d) of the Code or any successor provision thereto. For
purposes of this subsection (a), the Fair Market Value (as defined in Section 10) of any Common
Shares shall be determined as of the time the Incentive Stock Option with respect to the Common
Shares is granted. Pursuant to Section 422(a)(2) of the Code, only employees (as that term is used
in Section 422(a)(2) of the Code) of the Company or the Company’s wholly-owned subsidiaries may
receive options intended to qualify as Incentive Stock Options under this Plan.



     (b) Aggregate/Individual Share Limit.




     (i) The maximum number of Common Shares that may be issued pursuant to all Awards
(including Incentive Stock Options, as set forth in subsection (a) above) granted under
this Plan, other than Common Shares that are issued pursuant to Awards and subsequently
reacquired by the Company pursuant to the terms and conditions of such Awards (“Reacquired
Common Shares”), is 5,000,000, subject to adjustment as provided in or pursuant to Section
6 or 10 hereof (such maximum number, as so adjusted, shall be referred to as the “Share
Limit”).




     (ii) Notwithstanding anything contained herein to the contrary, the aggregate number
of Common Shares subject to options, stock appreciation rights, and awards of restricted
stock granted during any calendar year to any individual shall be limited to 1,000,000.



     (c) Share Reservation. No Award may be granted under this Plan unless, on the date of
grant, the sum of (i) the maximum number of Common Shares issuable at any time pursuant to such
Award, plus (ii) the number of Common Shares that have previously been issued pursuant to Awards
granted under this Plan, other than Reacquired Common Shares available for reissue, plus (iii) the
maximum number of Common Shares that may be issued at any time after such date of grant pursuant to
Awards that are outstanding on such date, does not exceed the Share Limit. Common Shares
distributed under the Plan may be treasury shares, authorized but unissued shares or shares
purchased in the open market for this purpose.



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     (d) Reissue of Awards and Common Shares. Awards payable in cash or Common Shares that
are forfeited or for any reason are not so paid under this Plan, as well as Common Shares subject
to Awards that expire or for any reason are terminated and are not issued or constitute Reacquired
Common Shares, shall again be available for subsequent Awards under the Plan.



     (e) Fractional Shares/Minimum Issue. Fractional share interests shall be disregarded,
but may be accumulated. No fewer than 100 Common Shares may be purchased on exercise of any option
granted under this Plan (“Option”) at one time unless the number purchased is the total number at
the time available for purchase under the Option.



     (f) Privileges of Stock Ownership. Except as otherwise expressly authorized by this
Plan, an Award recipient shall not be entitled to any privilege of stock ownership as to any Common
Shares subject to an Option granted under this Plan prior to the satisfaction of all conditions to
the valid exercise of the Option.



     4. Administration of Plan.



     (a) The Committee. Except for the provisions of Section 10 (which to the maximum
extent feasible shall be self-effectuating), this Plan shall be administered by a committee of the
Board (the “Committee”) consisting of two or more directors, each of whom is a “Non-Employee
Director,” as such term is defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and an “Outside Director,” as such term is defined for purposes of
Section 162(m) of the Code.



     (b) Powers of the Committee. Subject to the express provisions of this Plan, the
Committee shall be authorized and empowered to do all things necessary or desirable in connection
with the administration of this Plan including, without limitation, the following:




     (i) adopt, amend and rescind rules and regulations relating to this Plan;




     (ii) determine which persons meet the requirements of Section 2 hereof for eligibility
under this Plan and to which of such eligible persons, if any, Awards will be granted
hereunder;




     (iii) grant Awards to eligible persons and determine the terms and conditions thereof,
including, but not limited to, the number of Common Shares issuable pursuant thereto, the
time not more than ten (10) years after the date of an Award at which time the Award shall
expire or (if not vested) terminate, and the conditions upon which Awards become
exercisable or vest or shall expire or terminate, and the consideration, if any, to be paid
upon receipt, exercise or vesting of Awards;




     (iv) determine whether, and the extent to which, adjustments are required pursuant to
Section 6 hereof;




     (v) interpret and construe this Plan and the terms and conditions of any Award granted
under Section 5, whether before or after the date set forth in Section 7; and




     (vi) determine the circumstances under which, consistent with the provisions of
Section 7, any outstanding Award under Section 5 may be amended; which authority (except as
to clauses (ii) and (iii) above) shall remain in effect so long as any Award remains
outstanding under this Plan.



     (c) Specific Committee Responsibility and Discretion Regarding Awards. Subject to the
express provisions of this Plan, the Committee, in its sole and absolute discretion, shall
determine all of the terms and conditions of each Award granted under Section 5 of this Plan, which
terms and conditions may include, subject to such limitations as the Committee may from time to
time impose, among other things, provisions that:



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     (i) permit the recipient of such Award, including any recipient who is a director or
officer of the Company, to pay the purchase price of the Common Shares or other property
issuable pursuant to such Award, or such recipient’s tax withholding obligation upon such
issuance or in respect of such Award or Shares, in whole or in part, by any one or more of
the following:




     (A) the delivery of previously owned shares of capital stock of the Company
(including shares acquired as or pursuant to Awards) then having been owned by the
recipient for at least six (6) months (or such other period required under
applicable law) or the delivery of other property, or




     (B) the delivery of a promissory note, under any applicable financing plan or
on such other terms and conditions, as in either case authorized by the Committee,
consistent with applicable law;




     (ii) accelerate the receipt of benefits pursuant to such Award upon the occurrence of
specified events, including, without limitation, a change of control of the Company, an
acquisition of a specified percentage of the voting power of the Company, the dissolution
or liquidation of the Company, a sale of substantially all of the property and assets of
the Company or an event of the type described in Section 6 hereof, or pursuant to the
provisions of an employment contract not inconsistent with the terms of this Plan, or in
other circumstances or upon the occurrence of other events as deemed appropriate by the
Committee;




     (iii) qualify such Award as an Incentive Stock Option;




     (iv) extend the exercisability or term of any or all such outstanding Awards, change
the price of any or all such outstanding Awards or otherwise change previously imposed
terms and conditions, in the specified events described in clause (ii) above or in other
circumstances or upon the occurrence of other events as deemed appropriate by the
Committee, in each case subject to Section 7;




     (v) authorize the conversion, succession or substitution of outstanding Awards under
Section 5 upon the occurrence of any event of the type described in Section 6, or in other
circumstances or upon the occurrence of other events as deemed appropriate by the
Committee; and/or




     (vi) provide for automatic grants of Awards or successive Awards.



     (d) Binding Determinations. Any action taken by, or inaction of, the Company, the
Board or the Committee relating or pursuant to this Plan shall be within the absolute discretion of
that entity or body and shall be conclusive and binding upon all persons. No member of the Board or
officer of the Company shall be liable for any such action or inaction of the entity or body, of
another person or, except in circumstances involving bad faith, of himself or herself.



     (e) Reliance on Experts. In making any determination or in taking or not taking any
action under this Plan, the Board and the Committee may obtain and may rely upon the advice of
experts, including professional advisors to the Company. No director, officer or agent of the
Company shall be liable for any such action or determination taken or made or omitted in good
faith.



     (f) Delegation. The Committee may delegate ministerial, non-discretionary functions to
individuals who are officers or employees of the Company. The Committee also may delegate to
certain officer(s) of the Company the authority to grant Awards pursuant to Section 5 of the Plan,
provided that such delegation is set forth in writing and includes all applicable
limitations and parameters to such Awards, and provided further that such Awards
are subsequently ratified by the Committee.



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     5. Awards.



     (a) Types of Awards. The Committee, on behalf of the Company, is authorized under this
Plan to enter into any type of arrangement with an Employee that is not inconsistent with the
provisions of this Plan and that by its terms, involves or might involve the issuance of (i) Common
Shares, (ii) an option, warrant, convertible security, stock appreciation right or similar right
with an exercise or conversion privilege at a fixed or variable price related to the Common Shares
or other equity securities of the Company and/or the passage of time, the occurrence of one or more
events, or the satisfaction of performance criteria or other conditions, or any combination of
these variables, or any similar security contemplated by subsection (b) below, or (iii) any similar
security with a value derived from the value of the Common Shares or other equity securities of the
Company, all of which may or may not involve the payment of cash consideration, subject to
subsection (e) below. The authorization of any such arrangement (including any benefits described
in Section 5(e)) is referred to herein as the grant of an “Award”. The date of grant may be at or
after (but not before) the date the Committee authorizes the Award. All Awards shall be evidenced
by a writing with a schedule memorializing the grant of the Award to the recipient and setting
forth certain specifics with respect to the terms and conditions of the Award (“Award Memorandum”).



     (b) Form of Awards. Awards are not restricted to any specified form or structure and
may include, without limitation, sales or bonuses of stock, restricted stock, performance
restricted stock, stock options, reload stock options, stock purchase warrants, other rights to
acquire stock, securities convertible into or redeemable for stock, stock appreciation rights,
limited stock appreciation rights, phantom stock, dividend equivalents, performance units or
performance shares, and an Award may consist of one such security or benefit, or two or more of
them in any combination or alternative. In addition, any Award that is intended to qualify as an
Incentive Stock Option will automatically be converted into a non-qualified stock option to the
extent that such Award does not satisfy any applicable requirement under Section 422 of the Code.



     (c) Restricted Stock Awards. If expressly provided by the Committee, and without
limiting subsection (b) above, Awards of restricted Common Shares (“Restricted Stock”) may be made
to the holder of any Option, based upon dividends or distributions that would have been received
had the Common Shares covered by the Option been issued and outstanding on the applicable dividend
record date. The terms and conditions of any such Awards of Restricted Stock shall be determined by
the Committee and set forth in the applicable Award Memorandum.



     (d) Time and Method of Exercise. Awards may be exercised in whole or in part at such
time or times as shall be determined by the Committee and set forth in the applicable Award
Memorandum. Awards shall be exercised in accordance with procedures established by the Committee,
subject to Section 4(c)(i) and any holding periods required under applicable law.



     (e) Price; Consideration; Option Pricing Limit. Common Shares may be issued pursuant
to an Award for any lawful consideration as determined by the Committee, including, without
limitation, cash, Common Shares (valued at then Fair Market Value, as defined in Section 10), or
services rendered by the recipient of such Award; provided that no Common Shares shall be
issued for less than the minimum lawful consideration and no Option which is intended to be an
Incentive Stock Option shall be granted with an exercise price that is less than the Fair Market
Value (as defined in Section 10) of the underlying Common Shares on the date of grant.



     (f) Effect of Termination of Service or Death; Change in Subsidiary Status. Subject to
Section 4(c)(ii), and except as otherwise provided in the applicable Award Memorandum or otherwise
specified or approved by the Committee, each Option and all other rights thereunder, to the extent
not exercised (whether or not presently exercisable), shall terminate and become null and void at
such time as the holder of such Option terminates service as an Employee, except that:




     (i) if the holder terminates service as an Employee for a reason other than cause (as
determined by the Committee in its sole discretion), death or permanent and total
disability (as defined in clause (ii) below), the holder may at any time within a period of
three months after such termination exercise such Option to the extent such Option was
exercisable on the date of such termination;



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     (ii) if the holder terminates service as an Employee by reason of permanent and total
disability (within the meaning of Section 22(e)(3) of the Code), or if the holder becomes
permanently and totally disabled within three months after termination described in clause
(i), the holder may at any time within a period of twelve (12) months after such
termination exercise such Option to the extent such Option was exercisable on the date of
such termination; and




     (iii) if the holder terminates service as an Employee by reason of death, or within
three months after a termination described in clauses (i) or (ii), then such Option may be
exercised within a period of twelve (12) months after the holder’s termination of service
as an Employee, to the extent such Option was exercisable on the date of such termination;


provided, however, that in no event may any such Option be exercised by any holder
after its expiration date.



Notwithstanding any of the foregoing provisions of this subsection (f), if the holder of an Option
is an Employee of an entity which is a subsidiary or affiliate of the Company and such entity
ceases to be such a subsidiary or affiliate of the Company, such event shall be deemed for purposes
of this subsection (f) to be a termination of the holder’s service as an Employee described in
clause (i) above. Absence from work caused by military service or authorized sick leave shall not
be considered a termination of service as an Employee for purposes of this subsection (f).




     (g) Cash Awards; Loans. The Committee shall have the express authority to create, add
or include a cash payment or benefit under this Plan, whether in lieu of, in addition to or as an
Award or as a component of another type of Award, and to make or authorize loans to finance, or to
otherwise accommodate the financing, acquisition or exercise of an Award or the satisfaction of any
related tax liability.



     (h) Transfer Restrictions. Unless otherwise permitted in the applicable Award
Memorandum pursuant to the discretion of the Committee, no Award granted hereunder shall be
transferable other than by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order.



     (i) Tax Withholding. Upon the issuance of Common Shares, the payment of cash or any
other taxable event in respect of an Award under this Plan, such number of shares or amount of cash
or other consideration, as the case may be, otherwise issuable or payable may be reduced by the
amount necessary to satisfy the minimum applicable tax withholding requirements imposed on the
Company or any of its subsidiaries or affiliates in respect of such Award or event, all to the
extent and in such manner as the Committee may determine.



     6. Adjustments and Acceleration.



     (a) Adjustments. If (i) the outstanding securities of the class then subject to this
Plan (the “outstanding shares”) (A) are increased, decreased, exchanged or converted as a result of
a stock split (including a split in the form of a stock dividend), reverse stock split,
recapitalization, or similar event or (B) are exchanged for or converted into cash, property or a
different number or kind of securities (or if cash, property or securities are distributed in
respect of the outstanding shares), as a result of a reorganization, merger, consolidation,
exchange, recapitalization, restructuring or reclassification, or (ii) substantially all of the
property and assets of the Company are sold as an entirety, or (iii) the Company is liquidated and
dissolved, then, the Committee (or, in the case of Director Options, the Board) shall, in such
manner and to such extent (if any) as is equitable and appropriate, make proportionate adjustments
in (x) the number and type of shares or other securities or cash or other property that may be
acquired pursuant to Options and other Awards previously granted under this Plan (and, where
applicable, the exercise price thereof so as to maintain the same aggregate exercise price), (y)
the maximum number and type of shares or other securities, cash, or property that may be issued or
delivered pursuant to Options (including Incentive Stock Options and Director Options) and other
Awards thereafter granted under this Plan, and (z) such other terms as necessarily are affected by
such event. In the case of an extraordinary distribution, merger, reorganization, consolidation,
combination, sale of assets, exchange or spin off, the Committee (or the Board, in the case of
Director Options) may make provisions for a substitution or



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exchange of any or all
outstanding Options or other Awards or rights (or for the securities, cash or property
deliverable upon exercise of such outstanding Options or other Awards or rights), based upon the
distribution or consideration payable to holders of the Common Shares of the Company upon or in
respect of such event.



     (b) Acceleration.




     (i) The Committee, in the exercise of its reasonable discretion, may, but need not,
make an affirmative determination in light of all circumstances surrounding a transaction
or group of related transactions that a “Change in Control” for purposes of this Plan will
either occur or not occur. In making any such determination, the Committee shall give due
consideration, without limitation, to the likely effect of such transaction(s) on the
makeup of the shareholder base, the Board and the senior management of the Company. If the
Committee does not exercise the right to make this affirmative determination with respect
to a specific transaction or group of related transactions, then, with respect thereto, a
“Change in Control” shall be deemed to occur for purposes of this Plan upon the occurrence
of any one of the following events:




     (A) An acquisition (other than directly from the Company) of any common stock or other
“Voting Securities” (as hereinafter defined) of the Company by any “Person” (as the term
person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act, immediately
after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 under
the Exchange Act) of twenty five percent (25%) or more of the then outstanding shares of
the Company’s common stock or the combined voting power of the Company’s then outstanding
Voting Securities; provided, however, that in determining whether a Change
in Control has occurred, Voting Securities which are acquired in a “Non-Control
Acquisition” (as hereinafter defined) shall not constitute an acquisition which would cause
a Change in Control. For purposes of this Plan, (1) “Voting Securities” shall mean the
Company’s outstanding voting securities entitled to vote generally in the election of
directors and (2) a “Non-Control Acquisition” shall mean an acquisition by (a) an employee
benefit plan (or a trust forming a part thereof) maintained by (x) the Company, or, (y) any
corporation or other Person of which a majority of its voting power or its voting equity
securities or equity interest is owned, directly or indirectly, by the Company (for
purposes of this definition, a “Subsidiary”), (b) the Company or any of its Subsidiaries,
or (c) any Person in connection with a “Non-Control Transaction” (as hereinafter defined);




     (B) The individuals who as of March 1, 2000 are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least two-thirds of the members of the Board;
provided, however, that if the election, or nomination for election by the
Company’s common stockholders, of any new director was approved by a vote of at least
two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be
considered as a member of the Incumbent Board; provided further,
however, that no individual shall be considered a member of the Incumbent Board if
such individual initially assumed office as a result of either an actual or threatened
“Election Contest” (as described in Rule 14a-11 under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other than the
Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest; or




     (C) The consummation of: (1) A merger, consolidation or reorganization involving the
Company, unless such merger, consolidation or reorganization is a “Non-Control
Transaction.” A “Non-Control Transaction” shall mean a merger, consolidation or
reorganization of the Company where: (a) the stockholders of the Company, immediately
before such merger, consolidation or reorganization, own directly or indirectly immediately
following such merger, consolidation or reorganization, at least seventy percent (70%) of
the combined voting power of the outstanding Voting Securities of the corporation resulting
from such merger, consolidation or reorganization (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting Securities immediately
before such merger, consolidation or reorganization; (b) the individuals who were members
of the Incumbent Board immediately prior to the execution of the agreement providing for
such merger, consolidation or reorganization constitute at least two-thirds



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of the members
of the board of directors of the Surviving Corporation, or in the event that,
immediately following the consummation of such transaction, a corporation beneficially
owns, directly or indirectly, a majority of the Voting Securities of the Surviving
Corporation, the board of directors of such corporation; and (c) no Person other than (w)
the Company, (x) any Subsidiary, (y) any employee benefit plan (or any trust forming a part
thereof) maintained by the Company, the Surviving Corporation, or any Subsidiary, or (z)
any Person who, immediately prior to such merger, consolidation or reorganization had
Beneficial Ownership of twenty-five percent (25%) or more of the then outstanding Voting
Securities or common stock of the Company, has Beneficial Ownership of twenty-five percent
(25%) or more of the combined voting power of the Surviving Corporation’s then outstanding
Voting Securities or its common stock;



     (2) A complete liquidation or dissolution of the Company,



     (3) The sale or other disposition of all or substantially all of the assets of the Company to
any Person (other than a transfer to a Subsidiary); or



     (D) or any other occurrence or state of facts, whether similar or dissimilar to the foregoing,
that is determined by the Committee to constitute a change in control of the management or policies
of the Company.



     Notwithstanding the foregoing provisions of this Section 6(b)(i), a Change in Control shall
not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial
Ownership of more than the permitted amount of the then outstanding common stock or Voting
Securities as a result of the acquisition of common stock or Voting Securities by the Company
which, by reducing the number of shares of common stock or Voting Securities then outstanding,
increases the proportional number of shares Beneficially Owned by the Subject Persons;
provided, however, that if a Change in Control would occur (but for the operation
of this sentence) as a result of the acquisition of common stock or Voting Securities by the
Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial
Owner of any additional common stock or Voting Securities which increases the percentage of the
then outstanding common stock or Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.




     (i) Except as otherwise provided in Section 10(j), prior to a Change in Control, the
Committee may determine in respect of Awards held by Employees that upon or in anticipation
of the occurrence of the Change in Control benefits under Awards shall be accelerated only
for a limited period of time, which period of time shall not be less than a period of time
reasonably necessary to realize the benefits of such acceleration nor more than one year
after the Change in Control. If such a determination is not made, then (subject to the last
sentence of this clause) upon the occurrence of a Change in Control and without further
action by the Board or the Committee, (A) each Option and stock appreciation right shall
become immediately exercisable, (B) performance Restricted Stock shall immediately vest
free of restrictions, and (C) each performance share Award shall become payable to the
Employee. The Committee may override the limitations on acceleration in this Section
6(b)(ii) by express provision in the Award Memorandum or otherwise, and may accord any
holder of an Award a right to refuse any acceleration, whether pursuant to the Award
Memorandum or otherwise, in such circumstances as the Committee may approve. Any
acceleration of Awards shall comply with any applicable regulatory and financial accounting
requirements, including without limitation Section 422 of the Code.




     (ii) Any Awards that are (or but for a holder’s rejection of acceleration would have
been) accelerated under this Section 6 and that are not exercised or vested prior to a
dissolution of the Company or a reorganization event described in Section 6(a) that the
Company does not survive shall terminate, provided that if provision has been made,
consistent with the terms hereof, for the substitution, exchange or other settlement of
Awards, such Awards shall be substituted, exchanged or otherwise settled in accordance with
such provision.



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     (iii) Any Awards that are (or but for the holder’s rejection of the acceleration would
have been) accelerated that are not exercised or vested prior to an abandonment or
termination of a
transaction subject to shareholder approval that triggered the Change in Control (as
evidenced by public announcement, Board resolution, execution of documents terminating the
transaction, or other action or document objectively confirming such abandonment or
termination), shall be restored to their prior status (except for the effects of the
passage of time) as if no Change in Control had occurred.



     7. Amendment and Termination of Plan.



     (a) No Award shall be granted under this Plan after March 1, 2010. Although Common Shares may
be issued after March 1, 2010 pursuant to Awards granted prior to such date, no Common Shares
otherwise shall be issued under this Plan after such date. Notwithstanding the foregoing, any Award
granted prior to such date may vest or be amended after such date in any manner that would have
been permitted prior to such date, except that (except as provided herein) no such amendment shall
increase the number of shares subject to or comprising such Award, or extend the final expiration
date of the Award or reduce (below the Fair Market Value (as defined in Section 10) on the date of
the amendment) the exercise price of or under such Award.



     (b) The Board may, without shareholder approval, at any time and from time to time, suspend,
discontinue or amend this Plan in any respect whatsoever, except that no such amendment shall
impair any rights under any Award theretofore made under the Plan without the consent of the holder
of such Award. Furthermore, and except as and to the extent otherwise permitted by the provisions
hereof, no such amendment shall, without shareholder approval, cause the Plan to cease to satisfy
any applicable condition of Rule 16b-3 under the Exchange Act or cause any Award under the Plan to
cease to qualify for any applicable exception under Section 162(m) of the Code.



     8. Effective Date of Plan: Shareholder Approval. This Plan shall be effective as of March
1, 2000, the date upon which it was approved by the Board; provided, however, that
no Common Shares may be issued under this Plan until it has been approved by the affirmative votes
of the holders of a majority of the Common Shares of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with applicable law.



     9. Legal Issues.



     (a) Compliance and Choice of Law: Severability. This Plan, the granting and vesting of
Awards under this Plan and the issuance and delivery of Common Shares and/or the payment of money
under this Plan or under Awards granted hereunder are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited to state and federal
securities law and federal margin requirements) and to such approvals by any listing, regulatory or
governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable
in connection therewith. Any securities delivered under this Plan shall be subject to such
restrictions as the Company may deem necessary or desirable to assure compliance with all
applicable legal requirements. This Plan, the Awards, all documents evidencing Awards and all other
related documents shall be governed by, and construed in accordance with, the laws of the State of
Delaware. If any provision shall be held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions of this Plan (subject to Section 9(b)) shall continue in
effect.



     (b) Plan Construction. It is the intent of the Company that this Plan and Awards
hereunder satisfy and be interpreted in a manner that in the case of recipients who are or may
become persons subject to Section 16 of the Exchange Act satisfies the applicable requirements of
Rule 16b-3 under the Exchange Act so that such persons will be entitled to the benefits of Rule
16b-3 or other exemptive rules under Section 16 of the Exchange Act and will not be subjected to
avoidable liability thereunder. If any provision of this Plan or of any Award would otherwise
frustrate or conflict with the intent expressed above, that provision to the extent possible shall
be interpreted and deemed amended so as to avoid such conflict, but to the extent of any remaining
irreconcilable conflict with such intent as to such persons in the circumstances, such provision
shall be deemed inoperative.



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     (c) Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit
the authority of the Board or the Committee to grant awards or authorize any other compensation,
with or without reference to the Common Shares, under any other plan or authority.



     10. Non-Employee Director Options



     (a) Participation. Awards relating to the Common Shares authorized under this Plan
shall be made under this Section 10 only to Non-Employee Directors.



     (b) Certain Definitions. The following definitions shall apply to this Section 10:



     (i) “Business Day” shall mean any day, other than Saturday, Sunday or any statutory holiday in
the state of California.



     (ii) “Director Option” shall mean an Option granted to a Non-Employee Director pursuant to
this Section 10.



     (iii) “Disability” shall mean a “permanent and total disability” within the meaning of Section
22(e)(3) of the Code.



     (iv) “Fair Market Value” on a specified date shall mean (A) if the Common Shares are listed or
admitted to trade on a national securities exchange, the average of the high and low reported sales
prices of the Common Shares on the Composite Tape on such date, as published in the Western Edition
of The Wall Street Journal, on the principal national securities exchange on which the Common
Shares are so listed or admitted to trade, or, if there is no trading of the Shares on such date,
then the average of the high and low reported sales prices of the Common Shares as quoted on such
Composite Tape on the next preceding date on which there is trading in such Shares; (B) if the
Common Shares are not listed or admitted to trade on a national securities exchange, the average of
the high and low reported prices for the Common Shares on such date, as furnished by the National
Association of Securities Dealers, Inc. (“NASD”) through the NASDAQ National Market Reporting
System (or a similar organization, if the NASD is no longer reporting such information); (C) if the
Common Shares are not listed or admitted to trade on a national securities exchange and are not
reported on the National Market Reporting System, the arithmetic mean between the bid and asked
prices for the Shares on such date, as furnished by the NASD or a similar organization; or (D) if
the Common Shares are not listed or admitted to trade on a national securities exchange nor
reported on the National Market Reporting System and if bid and asked prices for the stock are not
furnished by the NASD or a similar organization, the value as established by the Board at such time
for purposes of this Plan.



     (v) “Retirement” shall mean retirement or resignation as a director after at least five (5)
years service as a director.



     (c) Annual Awards. On the same date as the annual grant of Awards to Employees
pursuant to this Plan in each calendar year after 2000 during the term of the Plan, there shall be
granted to each Non-Employee Director then in office nonqualified stock options to purchase the
number of Common Shares equal to 0.025% of the issued and outstanding Common Shares of the Company
(excluding any Common Shares held in treasury by the Company) as of the end of the preceding fiscal
year.



     (d) Minimum Number of Shares. Notwithstanding anything to the contrary contained
herein, a Non-Employee Director shall not receive Options for less than 7,500 Common Shares
pursuant to this Section 10 in any calendar year.



     (e) Purchase Price. The exercise price for Shares under any Director Option shall be
equal to 100% of the Fair Market Value of a Common Share on the date the Director Option is
granted. The exercise price for Shares under any Director Option may be modified by a separate vote
of the members of the Board who are officers of the Company, as well as the full Board; provided,
that the modified exercise price shall be no less than 100% of the Fair Market Value of a Common
Share on the date the exercise



- 9 -









 







price of the Director Option is modified. The exercise price of any
option granted under this Section 10
shall be paid in full at the time of each purchase in cash equivalent or in Common Shares
valued at their Fair Market Value on the date of exercise of such option, or partly in such shares
and partly in cash, provided that any such Common Shares used in payment shall have
been owned by the Non-Employee Director at least six months prior to the date of exercise.



     (f) Option Period and Exercisability. Each Director Option granted under this Section
10 shall become fully exercisable, in whole or in part, on the first anniversary of the grant date.
Each option granted under this Section 10 and all rights or obligations thereunder shall expire on
the earlier of the tenth anniversary of the date of grant or the liquidation or dissolution of the
Company and shall be subject to earlier termination as provided below.



     (g) Termination of Directorship. If a Non-Employee Director’s services as a member of
the Board, or as a member of the board of directors of a subsidiary or affiliate of the Company,
terminate by reason of death, Disability or Retirement, an option granted pursuant to this Section
10 then held by such Non-Employee Director shall immediately become and shall remain exercisable
for one year after the date of such termination or until the expiration of the stated term of such
option, whichever first occurs. If a Non-Employee Director’s services as a member of the Board, or
as a member of the board of directors of a subsidiary or affiliate of the Company, terminate for
any other reason (other than Cause), any option granted pursuant to this Section 10 which is not
then exercisable shall terminate and any such option which is then exercisable may be exercised for
three months after the date of such termination or until the expiration of the stated term, which
ever first occurs. If a Non-Employee Director is terminated for Cause, all Director Options granted
to such Non-Employee Director shall be forfeited and shall no longer be exercisable, effective on
the date of such termination for Cause. For purposes of this Section 10, “Cause” shall mean, with
respect to any Non-Employee Director, termination on account of any act of (i) fraud or intentional
misrepresentation, (ii) embezzlement, misappropriation or conversion of assets or opportunities of
the Company or any subsidiary or affiliate, or (iii) conviction of a felony.



     (h) Adjustments. The provisions of this Section 10 and Director Options granted
hereunder shall be subject to Section 6. If there shall occur any event described in Section 6(a),
then in addition to the matters contemplated thereby, the Board shall, in such manner and to such
extent (if any) as is appropriate and equitable, proportionately adjust the dollar amounts set
forth elsewhere in this Section 10.



     (i) Loans. Subject to the requirements of applicable law, the Board may authorize
loans to Non-Employee Directors to finance the exercise of Awards; provided,
however, that no loan shall be made to any Non-Employee Director to finance the exercise of
an Award made under this Section 10 unless (i) such loan is made pursuant to a full recourse
promissory note, and (ii) such loan, if secured by Common Shares (whether issuable under the Award
in question or otherwise), is made in compliance with Regulation G of the Federal Reserve Board.



     (j) Acceleration Upon a Change in Control. Upon the occurrence of a Change in Control
referred to in Section 6(b), each Director Option granted under this Section 10 shall become
immediately exercisable in full subject to the terms thereof. To the extent that any Director
Option granted under this Section 10 is not exercised prior to (i) a dissolution of the Company or
(ii) a merger or other corporate event that the Company does not survive, and no provision is (or
consistent with the provisions of Section 9 or 10 can be) made for the assumption, conversion,
substitution or exchange of the option, the Director Option shall terminate upon the occurrence of
such event.



     (k) Other Provisions. The provisions of Sections 3(e)-(f), 5(h) and 7 through 9 are
incorporated herein by this reference.



     (l) Grant of Options to Newly Elected Non-Employee Directors. Upon the election of a
newly elected Non-Employee Director, there shall be granted automatically (without any action by
the Committee or the Board) a nonqualified stock option (the grant date of which shall be the date
of such election) to each newly elected Non-Employee Director as follows: (i) if the Non-Employee
Director is elected within six months of the date on which the most



- 10 -









 







recent Director Options were
granted to existing Non-Employee Directors, a non-qualified stock option to purchase the same
number of Common Shares for which the most recent Director Options were granted to existing
Non-Employee Directors, and (ii) if the Non-Employee
Director is elected more than six months following the date on which the most recent Director
Options were granted to existing Non-Employee Directors, but prior to the date in the following
calendar year on which Director Options are granted to existing Non-Employee Directors, a
non-qualified stock option to purchase one-half the number of Common Shares for which the most
recent Director Options were granted to existing Non-Employee Directors.



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Amendments to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on October 17, 2000)





	1.	 	Section 4(c)(iv) of the 2000 Stock Incentive Plan (“2000 Plan”) shall
be deleted in its entirety and replaced with the following:




“(iv) extend the exercisability or term of any or all such outstanding Awards or otherwise
change previously imposed terms and conditions, in the specified events described in clause (ii)
above, or in other circumstances or upon the occurrence of other events as deemed appropriate by
the Committee, in each case subject to Section 7;”





	2.	 	Section 5(f)(iii) of the 2000 Plan shall be deleted in its entirety and replaced with the following:




“(iii) if the holder terminates service as an Employee by reason of death, or if such death occurs
within three months after a termination described in clauses (i) or (ii), then such Option may be
exercised within a period of twelve (12) months after the holder’s termination of services as an
Employee, to the extent such Option was exercisable on the date of such termination;”





	3.	 	To correct the error in Section 6(b) of the 2000 Plan whereby there
exist two subparagraphs enumerated as “(i)”, the second such
subparagraph shall be renumbered (ii) and the subparagraphs currently
numbered (ii) and (iii) shall be renumbered (iii) and (iv).
	 
	4.	 	The second sentence of Section 7(a) of the 2000 Plan shall be deleted
in its entirety and replaced with the following:




“Notwithstanding the foregoing, any Award granted prior to such date may vest or be amended after
such date in any manner that would have been permitted prior to such date, except that no such
amendment shall increase the number of shares subject to or comprising such Award, extend the final
expiration date of the Award or reduce the exercise price of or under such Award.”





	5.	 	The second sentence of Section 10(e) of the 2000 Plan shall be deleted in its entirety.





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Amendments to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on April 24, 2002)



The 2000 Stock Incentive Plan (“Plan”) is hereby amended, effective as of April 24, 2002, as
follows:





	1.	 	By adding the following new sentence at the end of Section 3(b)(i) of the Plan:
	 
	 	 	“Subject to Section 6, the maximum number of Common Shares that may be issued in conjunction
with Awards of Restricted Stock granted after April 24, 2002 shall not exceed the sum of (i)
157,153 Common Shares; and (ii) any Common Shares issued in conjunction with an Award of
Restricted Stock and reacquired after April 24, 2002 by the Company.”
	 
	2.	 	By substituting the following sentence for the first sentence of Section 5(d) of the Plan:
	 
	 	 	“Awards may be exercised in whole or in part at such time or times as shall be determined by
the Committee and set forth in the applicable Award Memorandum; provided, however that, if
the right to become vested in such Award is conditioned on the completion of a specified
period of service with the Company or the Subsidiaries, without achievement of performance
objectives being required as a condition of either grant or vesting, then the required
period of service for full vesting shall not be less than one year for shares covered by an
Option Award and not less than three years for shares covered by a Restricted Stock Award
(subject to acceleration of vesting, to the extent permitted by the Committee, in the event
of the Participant’s death, disability, retirement, change in control or involuntary
termination).”
	 
	3.	 	By substituting the following for Section 5(e) of the Plan:
	 
	 	 	“Common Shares may be issued pursuant to an Award for any lawful consideration as determined
by the Committee, including, without limitation, cash, Common Shares (valued at then Fair
Market Value, as defined in Section 10), or services rendered by the recipient of such
Award; provided that no Common Shares shall be issued for less than the minimum lawful
consideration and, for Options granted after April 24, 2002, no Option shall be granted with
an exercise price that is less than the Fair Market Value (as defined in Section 10) of the
underlying Common Shares on the date of grant. Except for either adjustments pursuant to
Section 6(a) (relating to adjustment of shares), or decreases approved by the Company’s
shareholders, the Exercise Price for any outstanding Option granted under the Plan may not
be decreased after the date of grant nor may an outstanding Option granted under the Plan be
surrendered to the Company as consideration for the grant of a new Option with a lower
exercise price.”
	 
	4.	 	By adding the following new sentence at the end of Section 7(b) of the Plan:
	 
	 	 	“The provisions of Section 5(e) (relating to option pricing) cannot be amended unless the
amendment is approved by the Company’s shareholders.”
	 
	5.	 	By adding the following sentence to Section 10(e) of the Plan as the second sentence thereof:
	 
	 	 	“The exercise price for Shares under any Director Option may not be modified without
shareholder approval.”




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Amendment to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on January 27, 2004)



The 2000 Stock Incentive Plan (“Plan”) is hereby amended, effective as of January 27, 2004, as
follows:



1. By substituting the following for the two subsections numbered 6(b)(i) of the Plan (regarding
the Change in Control definition) and by re-numbering the later subsections of Section 6(b)
accordingly:



“(b) Acceleration.



(i) Subject to subsection 6(b)(ii) below, a “Change in Control” shall be deemed to occur for
purposes of this Plan upon the occurrence of any one of the following events:




     (A) An acquisition of any common stock or other “Voting Securities” (as hereinafter defined)
of the Company by any “Person” (as the term person is used for purposes of Section 13(d) or 14(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which
such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of twenty five percent (25%) or more of the then outstanding shares of the Company’s
common stock or the combined voting power of the Company’s then outstanding Voting Securities;
provided, however, in determining whether a Change in Control has occurred, Voting Securities which
are acquired in a “Non-Control Acquisition” (as hereinafter defined) shall not constitute an
acquisition which would cause a Change in Control. For purposes of this Plan, (1) “Voting
Securities” shall mean the Company’s outstanding voting securities entitled to vote generally in
the election of directors and (2) a “Non-Control Acquisition” shall mean an acquisition by (a) the
Company or any of its Subsidiaries, (b) an employee benefit plan (or a trust forming a part
thereof) maintained by (x) the Company, or (y) any corporation or other Person of which a majority
of its voting power or its voting equity securities or equity interest is owned, directly or
indirectly, by the Company (for purposes of the definition in this subsection 6.1, a “Subsidiary”),
or (c) any Person in connection with a “Non-Control Transaction” (as hereinafter defined).



     (B) The individuals who, as of the Effective Date, were members of the Board (the “Incumbent
Board”), cease for any reason to constitute at least a majority of the members of the Board;
provided, however, that if the election, or nomination for election by Company’s common
stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent
Board, such new director shall, for purposes of this Plan be considered as a member of the
Incumbent Board; provided further, however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of either an actual or
threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle
any Election Contest or Proxy Contest; or



     (C) The consummation of a merger, consolidation, or reorganization involving the Company or
the sale or other disposition of all or substantially all of the assets of the Company to any
Person or Persons other than a transfer to a Subsidiary, or the sale or other disposition of all or
substantially all of the stock or assets of IndyMac Bank, F.S.B. to any Person or Persons other
than a transfer to a Subsidiary (in each case, a “Business Transaction”)), unless such Business
Transaction is a “Non-Control Transaction.” A “Non Control Transaction” shall mean a Business
Transaction where:




	 	(a)	 	the stockholders of the Company, immediately before such Business
Transaction, own directly or indirectly immediately following such
Business Transaction more than sixty percent (60% ) of the combined
voting power of the outstanding Voting Securities of the corporation
resulting from such merger, consolidation or reorganization or
purchasing such assets or stock (the “Surviving Corporation”) in
substantially the same proportion as their ownership of the Voting
Securities immediately before such Business Transaction;




- 14 -









 






	 	(b)	 	the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such Business
Transaction constitute at least a majority of the members of the board
of directors of the Surviving Corporation, or in the event that,
immediately following the consummation of such Business Transaction, a
corporation beneficially owns, directly or indirectly, a majority of
the Voting Securities of the Surviving Corporation, the board of
directors of such corporation; and
	 
	 	(c)	 	no Person other than (i) the Company, (ii) any Subsidiary, (iii) any
employee benefit plan (or any trust forming a part thereof) maintained
by the Company, the Surviving Corporation or any Subsidiary, or (iv)
any Person who, immediately prior to such Business Transaction had
Beneficial Ownership of twenty-five percent (25%) or more of the then
outstanding Voting Securities or common stock of the Company, has
Beneficial Ownership of twenty-five percent (25%) or more of the
combined voting power of the Surviving Corporation’s then outstanding
Voting Securities or its common stock; or





     (D) The Company’s stockholders approve a complete liquidation or dissolution of the Company.


Notwithstanding the foregoing provisions of this subsection 6(b)(i), a Change in Control shall not
be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership
of more than the permitted amount of the then outstanding common stock or Voting Securities as a
result of the acquisition of common stock or Voting Securities by the Company which, by reducing
the number of shares of common stock or Voting Securities then outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person; provided, however, that if
a Change in Control would occur (but for the operation of this sentence) as a result of the
acquisition of common stock or Voting Securities by the Company, and after such share acquisition
by the Company, the Subject Person becomes the Beneficial Owner of any additional common stock or
Voting Securities which increases the percentage of the then outstanding common stock or Voting
Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.




     (ii) Notwithstanding the provisions of this subsection 6(b)(i), the Board, in the exercise of
its reasonable discretion, may, but need not, make an affirmative determination prior to the
consummation of a Business Transaction (as defined in subsection b(i)(C)) that, in light of all
circumstances, such Business Transaction will be not be treated as a Change in Control for purposes
of this Plan, by reason of it being in essence a “combination of equals” or for any other reason.
In making any such determination, the Board shall give due consideration, without limitation, to
the likely effect of such transaction(s) on the makeup of the stockholder base, the Board and the
senior management of the Company.



     (iii) Except as otherwise provided in Section 10(j), an Award Memorandum or a written
agreement between the Company and a Participant to the contrary, in the event of a Change in
Control, then all outstanding Awards previously granted to the Participant hereunder that have not
already vested shall vest on the first anniversary of the Change in Control; provided, however,
that in the event that a Participant’s employment with IndyMac or any successor employee is
terminated within one (1) year following a Change in Control (i) by reason of the Participant’s
Disability or Death, or (ii) either by the employer without Cause or by the Participant for Good
Reason, then all outstanding Awards previously granted to the Participant hereunder that have not
already vested shall vest on the date of such termination of employment. In the event of such
acceleration of “vesting,” each Option shall become immediately exercisable, and (B) outstanding
Awards shall immediately vest free of restrictions, and shall become payable to the Participant.
Notwithstanding the foregoing and anything to the contrary herein, prior to a Change in Control,
the Committee may in its sole discretion amend this Section 6(b)(iii) to alter the acceleration of
Awards in the event of a Change in Control, including, without limitation, to provide for immediate
acceleration of awards or to prohibit or otherwise limit such acceleration. The Committee may
accord any holder of an Award a right to refuse any acceleration, whether pursuant to the Award
Memorandum or otherwise, in such circumstances as the Committee may approve. In determining whether
and in what manner to accelerate the vesting of Awards under the Plan, the Committee shall consider
the effect thereof under applicable regulatory and financial accounting principles, including
without limitation section 422 of the Code.



- 15 -









 




For purposes of this section, “Cause” shall have the meaning assigned such term in the employment
agreement, if any, between a Participant and the Company or an affiliate, provided, however that if
there is no such employment agreement in which such term is defined, and unless otherwise defined
in the applicable Award, “Cause” shall mean, with respect to any Employee, termination of
employment with the Company or any Subsidiary on account of any act of (i) fraud or intentional
misrepresentation, (ii) embezzlement, misappropriation or conversion of assets or opportunities of
the Company or any subsidiary or affiliate, or (iii) conviction of a felony.



For purposes of this section, “Good Reason” shall have the meaning assigned such term in the
employment agreement, if any, between a Participant and the Company or an affiliate, provided,
however that if there is no such Employment Agreement in which such term is defined, and unless
otherwise defined in the applicable Award, “Good Reason” shall mean, with respect to any Employee,
any of the following acts by the Company or an affiliate, without the consent of the Participant
(in each case, other than an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company or the affiliate promptly after receipt of notice thereof
given by the Participant): (i) the assignment to the Participant of duties materially inconsistent
with, or a material diminution in, the Participant’s position, authority, duties or
responsibilities as in effect immediately prior to a Change in Control, (ii) a reduction by the
Company or an affiliate in the Participant’s base salary, (iii) the Company or an affiliate
requiring the Participant, without his or her consent, to be based at any office or location more
than 35 miles from the location at which the Participant was stationed immediately prior to a
Change in Control, (iv) the continuing material breach by the Company or an affiliate of any
Employment Agreement between the Participant and the Company or an affiliate after the expiration
of any applicable period for cure, or (v) the expiration an employment agreement between the
Employee and the Company or any affiliate in effect prior to a Change in Control without renewal by
the Company or its successor on or following a Change in Control on terms that are substantially
comparable to the terms of such employment agreement.”




- 16 -









 








Amendment to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on October 26, 2004)



The 2000 Stock Incentive Plan (“Plan”) is hereby amended, effective as of October 26, 2004, as
follows:



1. By substituting the following for subsection 5(f) of the Plan:




     f) Effect of Termination of Service; Miscellaneous Provisions Relating to Awards.
Subject to Section 4(c)(ii), and except as otherwise provided in the applicable Award Memorandum or
otherwise specified or approved by the Committee, at the time the holder of an Award terminates
service as an employee (a) each Option and any other Award with an exercise privilege, to the
extent not exercised (whether or not presently exercisable), shall terminate and be forfeited, and
(b) any other Award subject to time or performance vesting (such as restricted stock or performance
shares or performance units), to the extent such vesting condition has not been met, shall
terminate and be forfeited, except that:



     (i) if the holder terminates service as an Employee for a reason other than cause (as
determined by the Committee in its sole discretion), death, Disability (as defined in clause (ii)
below) or Retirement (as defined in clause (iii) below), the holder may at any time within a period
of three months after such termination exercise each Option and any other Award with an exercise
privilege to the extent such Awards were exercisable on the date of such termination;



     (ii) if the holder terminates service as an Employee by reason of death or Disability, or if
the holder dies or becomes Disabled within three months after termination described in clause (i),
then each Option and any other Award with an exercise privilege may be exercised within a period of
twelve (12) months after such termination (for purposes of this Section 5, “Disability” shall mean
a permanent and total disability within the meaning of Section 22(e)(3) of the Code);



     (iii) if the holder terminates service as an Employee by reason of Retirement, then (a) each
Option and any other Award with an exercise privilege shall become fully exercisable and may be
exercised within a period of twelve (12) months after the holder’s Retirement, (b) any time-based
vesting restrictions on any Awards shall lapse, and (c) and any performance-based criteria relating
to Awards shall be deemed to be satisfied at the greater of “target” or actual performance as of
the date of the holder’s Retirement; provided, however, that as a condition of such exercise
privilege and acceleration of vesting, the holder shall execute a restrictive covenant agreement
(including, but not limited to, a non-competition covenant and a non-solicitation of customers and
employees covenant) satisfactory to the Company with a term equal to the longest vesting term being
accelerated. For purposes of this Section 5, “Retirement” shall mean retirement or resignation from
the Company (a) (i) if the holder is less than 55 years of age, with at least 75 points or (ii) if
the holder is 55 years of age or older, with at least 65 points and (b) the holder has at least
five (5) consecutive years of employment with the Company. An Employee shall receive one (1) point
for every consecutive year of employment with the Company and one (1) point for every year of age.
For example, an Employee who is 52 years of age and has worked for the Company for 15 consecutive
years has 67 points; provided, however, that in no event may any Option or other Award with an
exercise privilege be exercised by any holder after its expiration date.



     Notwithstanding any of the foregoing provisions of this subsection (f), if the holder of an
Award is an Employee of an entity which is a subsidiary or affiliate of the Company and such entity
ceases to be such a subsidiary or affiliate of the Company, such event shall be deemed for purposes
of this subsection (f) to be a termination of the holder’s service as an Employee described in
clause (i) above. Absence from work caused by military service or authorized sick leave shall not
be considered a termination of service as an Employee for purposes of this subsection (f).



- 17 -









 





Amendment to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on September 19, 2006)




     This Amendment to the IndyMac Mortgage Holdings, Inc. 2000 Stock Incentive Plan, as amended
(the “2000 Plan”), is hereby adopted this 19th day of September, 2006, by the Board of
Directors of IndyMac Bancorp, Inc. (the “Company”).



     The Company adopted the 2000 Plan for the purposes set forth therein, and pursuant to Section
7 of the 2000 Plan, the Board of Directors of the Company has the right to amend the 2000 Plan with
respect to certain matters.



     The Board of Directors has approved and authorized this Amendment to the 2000 Plan.



     The 2000 Plan is hereby amended, effective as of the date hereof, in the following
particulars:


1. By deleting Section 6(a) in its entirety and replacing it with the following:




     (a)(i) Mandatory Adjustments. In the event of a nonreciprocal transaction between the
Company and its stockholders that causes the per-share value of the Common Shares to change
(including, without limitation, any stock dividend, stock split, spin-off, rights offering, or
large nonrecurring cash dividend), the authorization limits under Section 3 shall be adjusted
proportionately, and the Committee (or, in the case of Director Options, the Board) shall make such
adjustments to the Plan and Awards as it deems necessary, in its sole discretion, to prevent
dilution or enlargement of rights immediately resulting from such transaction. Action by the
Committee may include: (i) adjustment of the number and kind of Common Shares that may be delivered
under the Plan; (ii) adjustment of the number and kind of Common Shares subject to outstanding
Awards; (iii) adjustment of the exercise price of outstanding Awards or the measure to be used to
determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the
Committee determines to be equitable. Without limiting the foregoing, in the event of a subdivision
of the outstanding Common Shares (stock-split), a declaration of a dividend payable in Common
Shares, or a combination or consolidation of the outstanding Common Shares into a lesser number of
shares, the authorization limits under Section 3 shall automatically be adjusted proportionately,
and the Common Shares then subject to each Award shall automatically, without the necessity for any
additional action by the Committee, be adjusted proportionately without any change in the aggregate
purchase price therefor.



     (ii) Discretionary Adjustment. Upon the occurrence or in anticipation of any corporate
event or transaction involving the Company (including, without limitation, any merger,
reorganization, recapitalization, combination or exchange of shares, or any transaction described
in (i) above), the Committee (or, in the case of Director Options, the Board) may, in its sole
discretion, provide (i) that Awards will be settled in cash rather than Common Shares, (ii) that
Awards will become immediately vested and exercisable and will expire after a designated period of
time to the extent not then exercised, (iii) that Awards will be assumed by another party to a
transaction or otherwise be equitably converted or substituted in connection with such transaction,
(iv) that outstanding Awards may be settled by payment in cash or cash equivalents equal to the
excess of the Fair Market Value of the underlying Common Shares, as of a specified date associated
with the transaction, over the exercise price of the Award, (v) that performance targets and
performance periods for performance-based compensation will be modified, consistent with Code
Section 162(m) where applicable, or (vi) any combination of the foregoing. The Committee’s
determination need not be uniform and may be different for different Participants whether or not
such Participants are similarly situated.



     (iii) General. Any discretionary adjustments made pursuant to this Section 6(a) shall
be subject to the provisions of Section 7. To the extent that any adjustments made pursuant to this
Section 6(a) cause Incentive Stock Options to cease to qualify as Incentive Stock Options, such
Options shall be deemed to be non-qualified stock options.”


All other provisions of the 2000 Plan shall remain the same.




- 18 -









 








Amendment to the

2000 Stock Incentive Plan

(Adopted by the Board of Directors on September 17, 2007)




     This Amendment to the IndyMac Bancorp, Inc. 2000 Incentive Plan (the “Plan”), was adopted on
September 17, 2007 by the Board of Directors (the “Board”) of IndyMac Bancorp, Inc. (the
“Company”).



     The Plan is hereby amended, effective as of September 17, 2007, in the following particulars:



     1. By adding a new Section 5(j):



     “(j) Special Provisions related to Section 409A of the Code.



     (a) Notwithstanding anything in the Plan or in any Award Memorandum to the contrary, to the
extent that any amount or benefit that would constitute “deferred compensation” for purposes of
Section 409A of the Code would otherwise be payable or distributable under the Plan or any Award
Memorandum by reason of the occurrence of a Change in Control or the Participant’s Disability or
separation from service, such amount or benefit will not be payable or distributable to the
Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change
in Control, Disability or separation from service meet the description or definition of “change in
control event,” “disability” or “separation from service,” as the case may be, in Section 409A of
the Code and applicable final regulations (without giving effect to any elective provisions that
may be available under such definition), or (ii) the payment or distribution of such amount or
benefit would be exempt from the application of Section 409A of the Code by reason of the
short-term deferral exemption or otherwise. This provision does not prohibit the vesting of any
Award upon a Change in Control, Disability or separation from service, however defined. If this
provision prevents the payment or distribution of any amount or benefit, such payment or
distribution shall be made on the next earliest payment or distribution date or event specified in
the Award Memorandum that is permissible under Section 409A.



     (b) If any one or more Awards granted under the Plan to a Participant could qualify for any
separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the
aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting
through the Committee or the Head of Human Resources) shall determine which Awards or portions
thereof will be subject to such exemptions.



     (c) Notwithstanding anything in the Plan or in any Award Memorandum to the contrary, if any
amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section
409A of the Code would otherwise be payable or distributable under this Plan or any Award
Memorandum by reason of a Participant’s separation from service during a period in which the
Participant is a Specified Employee (as defined below), then, subject to any permissible
acceleration of payment by the Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic
relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of employment taxes):



     (i) if the payment or distribution is payable in a lump sum, the Participant’s right to
receive payment or distribution of such non-exempt deferred compensation will be delayed until the
earlier of the Participant’s death or the first day of the seventh month following the
Participant’s separation from service; and



     (ii) if the payment or distribution is payable over time, the amount of such non-exempt
deferred compensation that would otherwise be payable during the six-month period immediately
following the Participant’s separation from service will be accumulated and the Participant’s right
to receive payment or distribution of such accumulated amount will be delayed until the earlier of
the Participant’s death or the first day of the seventh month following the Participant’s
separation from service, whereupon the accumulated amount will be paid or distributed to the
Participant and the normal payment or distribution schedule for any remaining payments or
distributions will resume.



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     For purposes of this Plan, the term “Specified Employee” has the meaning given such term in
Section 409A of the Code and the final regulations thereunder, provided, however, that, as
permitted in such final regulations, the Company’s Specified Employees and its application of the
six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules
adopted by the Board or any committee of the Board, which shall be applied consistently with
respect to all nonqualified deferred compensation arrangements of the Company, including this Plan.



     (d) Eligible Participants who are service providers to an affiliate may be granted Options
under this Plan only if the affiliate qualifies as an “eligible issuer of service recipient stock”
within the meaning of §1.409A-1(b)(5)(iii)(E) of the final regulations under Section 409A of the
Code.”



     2. By deleting Section 10(iv) in its entirety and replacing it with the following:



     “(D) If the Common Shares are not listed or admitted to trade on a national securities
exchange nor reported on the National Market Reporting System and if bid and asked prices for the
stock are not furnished by the NASD or a similar organization, the Fair Market Value shall be
determined by such other method as the Board determines in good faith to be reasonable and in
compliance with Code Section 409A.”



     3. All other provisions of the Plan shall remain the same.




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