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.




     (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.



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     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



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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:




     (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



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     (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.



     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”).



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     (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:



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     (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;




     (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.



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     (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 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



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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



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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 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



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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,



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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.




     (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.



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     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.




     (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:



13









 






     (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.



14









 






     (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 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.



15









 






     (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 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.



16









 





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.




17









 











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.”




18









 












	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.”




19









 











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;



- 20 -









 







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;
	 
	 	(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




- 21 -









 






	 	 	 	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



- 22 -









 






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.




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.”



- 23 -









 





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



- 24 -









 







(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).




- 25 -









 








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



- 26 -









 







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.




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