exv10w1



 




Exhibit 10.1






BOARD OF DIRECTORS POLICIES









Board Compensation Policy & Stock Ownership

Requirements (Effective 7/26/04)




IndyMac Bancorp Board and IndyMac Bank Board Annual Retainer



Each Non-Employee Director who serves on the IndyMac Bancorp Board of Directors
and/or the Board of Directors of its wholly owned subsidiary, IndyMac Bank,
shall receive an annual retainer of $50,000 for service on either or both the
IndyMac Bancorp Board or the IndyMac Bank Board. Such annual retainer shall be
prorated for Non-Employee Directors who join either Board of Directors during a
calendar year. Each Non-Employee Director who serves on the Audit Committee of
IndyMac Bancorp and/or IndyMac Bank shall receive an additional annual retainer
of $20,000, for a total annual retainer of $70,000. The Presiding Director
shall receive an additional annual retainer of [$20,000].



If a Non-Employee Director serves solely on the Bank Board, this retainer, all
other director fees and compensation, and any reimbursement of director
expenses for that director shall be the responsibility of and shall be paid by
IndyMac Bank (provided that stock options shall be issued by IndyMac Bancorp,
which shall receive a make-whole payment from IndyMac Bank at the time of
exercise). If a Non-Employee Director serves solely on the Bancorp Board or
serves on both the Bank Board and the Bancorp Board, this retainer, all other
Director fees and compensation, and any reimbursement of Director expenses for
that Director shall be the responsibility of and shall be paid by IndyMac
Bancorp.




IndyMac Bank Board Meeting Fee



Each Non-Employee Director who serves on the IndyMac Bank Board of directors
shall receive a $2,500 fee for attendance at each IndyMac Bank Board meeting.




IndyMac Bancorp Board and IndyMac Bank Board Committee Fees



Each Non-Employee Director who serves on an IndyMac Bancorp Board Committee or
an IndyMac Bank Board Committee shall receive fees for attendance at committee
meetings as follows:




	 	 	 
	Committee Chairmen:

	 	$2,500 per meeting for each meeting chaired in a calendar year
	 
	Committee Members:

(including Chairmen)

	 	No separate fee for the first 4 committee meetings (cumulative, for directors serving on multiple distinct committees) attended in a calendar year
	 
	

	 	$2,500 for each committee meeting attended following the

first 4 meetings attended in a calendar year
	 
	 








	 	 	 	 	 	 	 	 	 
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BOARD COMPENSATION & STOCK OWNERSHIP REQUIREMENTS









General Policies Relating to Payment of Board Committee Fees





	1.	 	For each IndyMac Bancorp Board Committee for which there is a parallel
IndyMac Bank Board Committee, to the extent Board Committee fee is
payable, only one Board Committee fee will be paid for attendance at the
IndyMac Bank and IndyMac Bancorp Board Committee meetings, regardless of
whether the parallel Board Committees meet jointly or separately, on the
same day or within one or two days of each other.
	 
	2.	 	It is intended that committee fees will be payable only for attendance at
“formal” committee meetings. Each regular meeting of a Board Committee
shall be considered a “formal” meeting. In the case of any other meetings,
the Chairman of each Board Committee will be responsible for determining
whether a “formal” Board Committee meeting has occurred and shall so
notify the Executive Vice President, Corporate Secretary of IndyMac Bank
and provide the Executive Vice President, Corporate Secretary with the
names of the Board Committee members who attended such meeting.
	 
	3.	 	Only Board Committee members will be paid for attendance at a “formal”
Board Committee meeting, unless the Committee Chairman has specifically
requested a non-member’s attendance and participation.





Annual Grant of Equity Awards to Directors



Each Non-Employee Director who serves on the IndyMac Bancorp Board of Directors
and/or the IndyMac Bank Board of Directors shall receive an annual grant of
equity awards (“Director Equity Awards”) under the 2002 Incentive Plan, as
amended and restated (the “Plan”), subject to the following terms. Capitalized
terms used herein and not otherwise defined shall have the meanings assigned to
such terms in the Plan.





	1.	 	Awards. Director Equity Awards shall be granted to Non-Employee
Directors in the form of non-qualified options (“NQOs”) in accordance with
the provisions set forth herein, provided that each Non-Employee Director
may elect to receive Restricted Stock in lieu of part or all of such NQO
by filing an Election Form pursuant to paragraph 2 below. Each
Non-Employee Director may elect to receive Restricted Stock in 25%
increments of such NQO, up to 100% of such NQO. In the event that a
Non-Employee Director makes any such election, he will receive a
corresponding reduction in the number of shares of Stock covered by the
NQO. The determination as to the equivalency of the number of shares of
Stock covered by the NQO shall be made by using the Black-Scholes
valuation model.
	 
	2.	 	Election Form. In order to receive a portion of a Director Equity Award
in the form of Restricted Stock, the Non-Employee Director must file an
“Election Form,” as provided by the Company, with the Secretary of the
Company specifying the form of the Director Equity Award the Director
elects to receive. The Election Form must be filed prior to or on the
same day as the Company’s annual grant of Awards to Employees or, in the
case of a new Non-Employee Director, before the





	 	 	 	 	 	 	 	 	 
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BOARD COMPENSATION & STOCK OWNERSHIP REQUIREMENTS










	 	 	commencement of such Non-Employee Director’s term of office. The
Non-Employee Director’s election shall remain in effect for Director Equity
Awards made in each subsequent year, unless he or she files a revised
Election Form or written revocation of the election with the Secretary of
the Company before the subsequent annual grant of Awards to Employees. The
Non-Employee Director’s election shall be irrevocable after the Director
Equity Award for a particular year has been granted.





Director Option Awards





	3.	 	Option Grant. Subject to paragraphs 1 and 2, NQOs shall be granted to
Non-Employee Directors electing to receive options, as follows:






	 	a.	 	On the same date as the annual grant of Awards to Employees under
the Plan in each calendar year after 2004 and during the term of the
Plan (the “Regular Grant Date”), there shall be granted automatically
(without any action by the Committee or the Board) to each Non-Employee
Director then in office an NQO (the “Director Option Award”) to
purchase the number of shares of Stock of the Company equal to 0.025%
of the issued and outstanding shares of Stock (excluding any Stock held
in treasury by the Company) as of the end of the preceding fiscal year.
	 
	 	b.	 	Upon the election of a newly elected Non-Employee Director, there
shall be granted automatically (without any action by the Committee or
the Board) an NQO, the grant date of which shall be the date of such
election, to each newly elected Non-Employee Director (the “New
Director Option Award”) as follows: (i) if the Non-Employee Director is
elected within six months after the most recent Regular Grant Date, the
New Director Option Award shall cover the same number of shares of
Stock for which Director Option Awards were granted to existing
Non-Employee Directors on the most recent Regular Grant Date; and (ii)
if the Non-Employee Director is elected more than six months after the
most recent Regular Grant Date, but prior to the date on which Director
Options are granted to existing Non-Employee Directors, the New
Director Option Award shall cover one-half the number of shares of
Stock for which the most recent Director Option Awards were granted to
existing Non-Employee Directors on the most recent Regular Grant Date.
	 
	 	c.	 	In no event shall a Director Option Award granted under paragraph
3(a) above cover fewer than 7,500 shares of Stock.
	 
	 	d.	 	A Director Option Award and New Director Option Award shall entitle
the Non-Employee Director to purchase shares of Stock at a price equal
to the Fair Market Value of the Stock as of the date the Option is
granted.
	 
	 	e.	 	For all subsequent provisions contained herein, Director Option
Awards and New Director Option Awards shall be referred to collectively
as “Director Option Awards.”








	 	 	 	 	 	 	 	 	 
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	4.	 	Prior Plan. No Director Option shall be granted under any prior Company
incentive plans to any Non-Employee Director for any calendar year for
which a Director Option Award is granted under the Plan.
	 
	5.	 	Vesting. A Director Option Award held by a Non-Employee Director will
become fully exercisable on the one-year anniversary of the date of grant.
A recipient of a Director Option Award who ceases to be a Director shall
forfeit the Director Option Award if it is not exercisable immediately
prior to his or her date of termination; provided, however, that (i) if a
recipient of a Director Option Award ceases to be a Director by reason of
his or her death, Disability, or retirement or resignation as a director
after at least five (5) years service as a director (“Retirement”), any
portion of the Director Option Award that is not then exercisable shall
become exercisable on his or her date of termination; and (ii) any
Director Option Award that is held by an individual serving as a Director
on the date of a Change in Control that is not then exercisable shall
become exercisable on the date of the Change of Control.
	 
	6.	 	Exercise. To the extent that a Director Option Award is exercisable, it
may be exercised in whole or in part by filing a written notice with the
Stock Award Administrator of the Company at its corporate headquarters
prior to the date the Option expires. Such notice shall specify the
number of shares of Stock which the Director elects to purchase, and shall
be accompanied by payment of the exercise price for such shares of Stock
indicated by the Director’s election.
	 
	7.	 	Payment of Purchase Price. Upon exercise of a Director Option Award, the
exercise price shall be paid in full in cash equivalents or in shares of
Stock (by actual delivery or attestation) valued at their Fair Market
Value at the time of exercise of the Option or partly in such shares and
partly in cash; provided that any such shares used in payment shall have
been owned by the Director for at least such period of time, if any, as is
necessary to avoid variable accounting for the Option). A Non-Employee
Director may also elect to pay the exercise price by irrevocably
authorizing a third party to sell shares of Stock (or a sufficient portion
of the shares) acquired upon exercise of the Director Option Award and
remit to the Company a sufficient portion of the sale proceeds to pay the
entire exercise price and any tax withholding resulting from such
exercise.
	 
	8.	 	Expiration. A Director Option Award granted to a Non-Employee Director
shall expire on the tenth anniversary of the grant date. However, in no
event shall the Director Option Award be exercisable after:






	 	a.	 	If the termination occurs by reason of the Non-Employee Director’s
death, Disability or Retirement, the one-year anniversary of the date
of termination of the Director;
	 
	 	b.	 	If the termination occurs by reason of Cause, the date of
termination of the Director; and
	 
	 	c.	 	If the termination occurs for reasons other than death, Disability,
Retirement, or Cause, the three-month anniversary of the date of
termination of the Director.
	 
	 






	 	 	 	 	 	 	 	 	 
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	 	 	 	To the extent that any Director Option Award 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 made for the assumption,
conversion, substitution or exchange of the Option, the Director Option
Award shall terminate upon the occurrence of such event.
	 
	 	 	 	For purposes of this Board Compensation Policy, “Cause” shall mean, with
respect to any Non-Employee Director, termination from the Board 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.





Director Restricted Stock Awards





	9.	 	Restricted Stock Grant. Each Non-Employee Director who files an Election
Form in accordance with paragraph 2 requesting receipt of any portion of a
Director Equity Award in Restricted Stock shall be granted, in lieu of
part or all of a Director Option Award, a “Director Restricted Stock
Award” covering the number of shares of Stock determined in accordance
with the provisions of paragraph 1 (the “Covered Shares”). Director
Restricted Stock Awards shall be granted at the same time as the Director
Option Awards are granted.
	 
	10.	 	Restricted Period. The “Restricted Period” for the Covered Shares shall
begin on the Regular Grant Date and end as to one-third of each Director
Restricted Stock Award on the first, second and third anniversaries of the
Regular Grant Date.
	 
	11.	 	Transfer and Forfeiture of Shares. A recipient of a Director Restricted
Stock Award who ceases to be a Director shall forfeit the portion of the
Director Restricted Stock Award that is not vested immediately prior to
his or her date of termination; provided, however, that (i) if a recipient
of a Director Restricted Stock Award ceases to be a Director by reason of
his or her death, Disability, or Retirement, any portion of the Director
Restricted Stock Award that is not then vested shall become vested on his
or her date of termination; and (ii) any portion of a Director Restricted
Stock Award that is held by an individual serving as a Director on the
date of a Change in Control that is not then vested shall become vested on
the date of the Change of Control. In the event of (i) or (ii) above, the
Covered Shares shall be transferred to the Director free of all
restrictions upon the date they become fully vested. If the Non-Employee
Director remains a Director on the last day of the applicable Restricted
Period, then, at the end of such Restricted Period, the applicable portion
of the Covered Shares shall be transferred to the Director free of all
restrictions.
	 
	12.	 	Dividends. Dividends, if any, accrued on Covered Shares during the
Restricted Period shall be credited to the Non-Employee Director and held
by the Company on his or her behalf. The Non-Employee Director’s interest
in the dividends shall vest on the same date that his or her interest in
the Covered Shares vest. In the event that any portions of the Covered
Shares are forfeited in accordance with paragraph
11, the accrued and unpaid dividends relating to the Covered Shares also
shall be forfeited.
	 
	 





	 	 	 	 	 	 	 	 	 
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	13.	 	Voting. The Non-Employee Director shall not be prevented from voting the
Covered Shares merely because those shares are subject to the restrictions
imposed by the Plan; provided, however, that he or she shall not be
entitled to vote Covered Shares with respect to record dates for any
Covered Shares occurring on or after the date, if any, on which he or she
has forfeited those shares.
	 
	14.	 	Ownership of Shares. The Covered Shares issued pursuant to any Director
Restricted Stock Award shall be held by the Company’s stock transfer agent
for the benefit of the Non-Employee Director until the end of the
applicable Restricted Period. The Non-Employee Director shall be
identified as the beneficial owner of the Covered Shares at the time the shares are issued.





Director Emeritus Plan



IndyMac Bancorp and IndyMac Bank have a Director Emeritus Plan (the “Plan”),
which provides a retiring director, who is selected by the Board of Directors
to participate in the program, with a benefit based upon the director’s length
of service and the director’s level of cash compensation for the three years’
prior to selection into the Plan. The Plan requires that a director who is
selected to participate in the Plan agree to refrain from competing with
IndyMac Bancorp or IndyMac Bank during the course of the director’s
participation in the Plan.




Stock Ownership Requirements



Stock options have traditionally been provided to directors and officers of
publicly traded companies for two primary reasons. One, to more closely align
the interests of directors and officers with those of shareholders, and two, to
be a long-term compensation incentive. A number of surveys done in recent
years roughly estimate that 1/3 of the surveyed companies have stock ownership
guidelines and it is a growing trend. In addition, a stock ownership
requirement is considered a “positive” by ISS in measuring corporate
governance. In order to ensure that IndyMac’s stock option program has these
two effects and to continue to improve our corporate governance profile, we are
instituting stock ownership requirements for Section 16 Officers of IndyMac
Bancorp (“Executive Officers”) (see separate “Stock Ownership Guidelines for
Executive Officers”) and for Directors of IndyMac Bank and/or IndyMac Bancorp
who are not also Executive Officers (“Directors”). The following are the
requirements for Directors.



Directors who have served as such for at least three years are expected at all
times to own common shares of IndyMac Bancorp with a value equal to one times
the then-current Board retainer fee.




Interpretive Rules



The “value” of vested stock options shall be included in computing whether a
Director has met the stock ownership guidelines. The value of vested stock
options at any time







	 	 	 	 	 	 	 	 	 
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BOARD COMPENSATION & STOCK OWNERSHIP REQUIREMENTS








shall be deemed to be 70% of the net unrealized gain
represented by those stock options.



It is not the purpose or expectation of these requirements to require Directors
to purchase stock in the open market if they fall below the expectations set
out above, however, it is the purpose and expectation of these requirements
that no Director will sell stock of IndyMac Bancorp (including stock obtained
from the exercise of options) if the Director would fall below the relevant
requirements after the sale of such stock.



The full value of stock that is held in joint ownership by a Director shall be
treated as owned by him/her for purposes of these requirements, so long as
he/she holds at least a 50% ownership interest in the stock.








	 	 	 	 	 	 	 	 	 
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