**EXHIBIT 10.2**
**EMPLOYMENT AGREEMENT**
THIS EMPLOYMENT AGREEMENT (the “Agreement”) has been executed as of October 15, 2003 by and betweenIndyMac Resources (“Employer”) and Frank Sillman (“Officer”).
**WITNESSETH:**
WHEREAS, Employer desires to obtain the benefit of continued services of Officer and Officerdesires to continue to render services to Employer and its affiliates.
WHEREAS, Employer and Officer desire to set forth the terms and conditions of Officer’s employmentwith Employer and its affiliates under this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the partieshereto agree as follows:
1. **Term.**Employer agrees to employ Officer and Officer agrees to serve Employer and itsaffiliates, in accordance with the terms hereof, for a term beginning on the date firstwritten above and ending on December 31, 2006, unless earlier terminated in accordance withthe provisions hereof.
2. **Position, Duties and Responsibilities.**Employer and Officer hereby agree that, subjectto the provisions of this Agreement, Employer will employ Officer and Officer will serveEmployer, as an Executive Vice President of Employer, or its affiliated companies, asdetermined by Employer. Affiliated companies shall include, without limitation, any direct orindirect subsidiary of Employer in which Employer holds less than 100% but at least a majorityof the beneficial interest and voting control (a “New Public Company”). Employer agrees thatOfficer’s duties hereunder shall be the usual and customary duties of such office and suchfurther duties shall not be inconsistent with the provisions of applicable law. Officeragrees that Employer may add to or change Officer’s duties as business considerations dictate,provided such changes are consistent with an Executive Vice President position of Employer asdetermined by the Chief Executive Officer of Employer. Officer shall have such official powerand authority as shall reasonably be required to enable him to discharge his duties in theoffices which he may hold. All compensation paid to Officer by Employer or any of itsaffiliates shall be aggregated in determining whether Officer has received the benefitsprovided for herein, but without prejudice to the allocation of costs among the entities towhich Officer renders services hereunder.
3. **Scope of this Agreement and Outside Affiliations.**During the term of this Agreement,Officer shall devote his full business time and energy, except as expressly provided below, tothe business, affairs and interests of Employer and its affiliates, and matters relatedthereto, and shall use his best efforts and abilities to promote their respective interests.Officer agrees that he will diligently endeavor to promote the business, affairs and interestsof Employer and its affiliates and perform services contemplated hereby, in accordance withthe policies established by the Board of
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  Directors of the applicable entity, which policiesshall be consistent with this Agreement. If so requested by Employer, Officer agrees to servewithout additional remuneration as an officer of one ormore (direct or indirect) subsidiaries, affiliates or successors of Employer, subject toappropriate authorization by the affiliate, subsidiary or successor involved and anylimitation under applicable law.   During the course of Officer’s employment as a full-time officer hereunder, Officer shallnot, without the consent of Employer, compete, directly or indirectly, with Employer in thebusiness then conducted by Employer or any of its affiliates or successors.   Officer may make and manage personal business investments of his choice and serve in anycapacity with any civic, educational or charitable organization, or any governmental entityor trade association, without seeking or obtaining approval by the Board of Directors,provided such activities and services do not materially interfere or conflict with theperformance of his duties hereunder.
4. **Compensation and Benefits.**
 a. **Base Salary.**Employer shall pay to Officer a base salary in respect of thefiscal year of Employer (a “Fiscal Year”) ending December 31, 2003 at the annual rateas set forth on Appendix A (the “Annual Rate”). In respect of the Fiscal Years endingin 2004, 2005 and 2006, the Chief Executive Officer of Employer may increase the AnnualRate. While any such increase shall be at the discretion of the Chief ExecutiveOfficer, it is anticipated that, for any Fiscal Year, if Employer obtains its earningsper share goal and the Officer receives a performance rating of “meets expectationsconsistently,” the Annual Rate would possibly be increased between 0% and 10%. Duringthe term of this Agreement, Employer may not decrease the Annual Rate below the amountset forth in Appendix A.  b. **Incentive Compensation.**Employer shall pay to Officer for each of the FiscalYears ending during the term of this Agreement an incentive compensation award in anamount determined pursuant to the Annual Incentive Plan attached hereto as Appendix A.The terms of the Annual Incentive Plan shall be determined in the first quarter of eachFiscal year during the term of this Agreement, as mutually agreed upon by Employer andOfficer. If a new annual incentive plan is not executed by Employer and Officer forany reason by the end of the first quarter of the Fiscal Year, then the maximumincentive compensation award for the new Fiscal Year shall be deemed set at 25% ofOfficer’s base salary. In order to be eligible for the incentive compensation award,Officer must still be employed as of March 31st of the Fiscal Year followingthe relevant Fiscal Year. The incentive compensation award payable to Officer for anyFiscal Year shall be paid no later than thirty (30) days after completion andpublication of the applicable audited financial statements for such Fiscal Year.
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 c. **Guaranteed Minimum Annual Compensation.**For each of the Fiscal Years endingduring the term of this Agreement, Officer shall receive a guaranteed minimum annualcash compensation equal to 125% of the base salary, the components of which shallinclude his base salary for such Fiscal Year and anyincentive compensation award applicable to such Fiscal Year, provided Officer isstill employed by Employer as of March 31 of the following Fiscal Year.  d. **Stock Options and Restricted Stock.**Beginning with the 2003 Fiscal Year and inrespect of each of the following Fiscal Years during the term of this Agreement,Employer’s public company affiliate, IndyMac Bancorp, Inc., or any successor publiccompany (“Public Company”), may grant to Officer stock options and/or restricted stockfor such number of shares of the Public Company’s common stock as the CompensationCommittee of the Board of Directors of the Public Company (“Compensation Committee”) inits sole discretion determines, taking into account Officer’s and the Public Company’sperformance and the competitive practices then prevailing regarding the granting ofstock options. Subject to the foregoing, it is anticipated that the number of sharesin respect of each annual stock option and/or restricted stock grant shall be inaccordance with the number of shares granted to officers of Employer at a level similarto Officer’s level. The stock options and/or restricted stock described in thisSection 4(d) in respect of a Fiscal Year shall be granted at the same time as thePublic Company grants stock options and/or restricted stock to its other officers inrespect of such Fiscal Year.    Officer agrees that any stock options or restricted stock granted to him under hisprior Employment Agreement(s), or granted separate from any such EmploymentAgreement(s), shall be subject to the terms of the 2002 Stock Option Plan except asmay be expressly provided otherwise in this Agreement.    All stock options and restricted stock granted in accordance with this Section 4(d):(i) shall be granted pursuant to the Public Company’s current stock option plan, orsuch other stock option plan or plans as may be or come into effect during the termof this Agreement, (ii) shall be priced and vest in accordance with the terms set bythe Compensation Committee, (iii) shall be subject to such other reasonable termsand conditions as may be determined by the Compensation Committee and set forth inthe agreement or other document evidencing the award, (iv) in the event thatOfficer’s employment is terminated due to death or Disability, shall, if thenunvested, become immediately and fully vested, (v) in the event that Officer’semployment is terminated through resignation or by Employer for either Cause (asdefined in Section 5(c)) or Poor Performance (as defined in Section 5(d)), shall, ifnot then vested, immediately terminate, and (vi) in the event that Officer’semployment is terminated by Employer other than for Cause (as defined in Section5(e)), shall, if not then vested, become immediately and fully vested only to theextent that such restricted stock or stock options would, under the terms of suchrestricted stock or stock options, vest within one (1) year of such termination.
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   All stock options granted in accordance with this Section 4(d) shall give Officerthe right, upon termination of his employment hereunder, other than for Cause orPoor Performance (as defined in Section 5(e)), to exercise such options for a periodof between 3 months and 12 months after such termination as providehereinafter (but in no event later than their expiration date). In the event thevested options held by Officer immediately after such termination represent sharesof common stock in an amount equal to or greater than 500,000, then the maximumperiod for the exercise of any options shall be 12 months. In the event the vestedoptions held by Officer immediately after such termination represent shares ofcommon stock in an amount equal to or greater than 100,000 but less than 500,000,then the maximum period for the exercise of any options shall be 6 months. In theevent the vested options held by Officer immediately after such terminationrepresent shares of common stock in an amount less than 100,000, then the maximumperiod for their exercise shall be 3 months.    If the Board of Directors of Employer determines, in its sole and absolutediscretion, that Officer is exhibiting “Poor Performance,” as described in Section5(d), but there is not a resulting termination of Officer’s employment, theCompensation Committee may, in its sole and absolute discretion, cancel anyoutstanding, but unvested stock options or restricted stock that were previouslygranted to Officer.    In the event that a New Public Company is formed and Officer is assigned by theChief Executive Officer to be employed by that New Public Company, if such NewPublic Company is traded on the New York Stock Exchange or the NASDAQ, then, in thediscretion of the Chief Executive Officer, up to 50% of the not-yet-vested stockoptions and restricted stock of Officer (whether previously granted hereunder orotherwise) may be terminated and replaced with such alternate incentive compensation(which may include stock options and/or restricted stock of the New Public Company)as the Chief Executive Officer may determine in his sole and absolute discretion,provided such replacement compensation is equivalent to the value of the replacedstock options and restricted stock. Such alternate incentive compensation may begranted on such terms and conditions as determined by the Chief Executive Officer,which terms and conditions may differ from those in this Agreement for comparablecompensation, provided such terms and conditions provide an equivalent value to thereplaced compensation. The Company shall select and retain a nationally recognizedfirm to determine the value of the stock options and restricted stock to be replacedand the value of the replacement compensation, and such firm’s final valuation shallbe accepted by both parties.  e. **Additional Benefits**. Officer shall also be entitled to all rights and benefitsfor which he is otherwise eligible under any bonus plan, stock purchase plan,participation or extra compensation plan, executive compensation plan, pension plan,profit-sharing plan, deferred compensation plan, life and medical
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   insurance policy, orother plans or benefits, which Employer or its subsidiaries may provide for him, orprovided he is eligible to participate therein, for senior officers generally or foremployees generally, during the term of this Agreement (collectively, “AdditionalBenefits”). Officer shall also be entitled to three (3) weeks of vacation each FiscalYear, subject to all applicable policies of Employer relating to vacation time. ThisAgreement shall not affect the provision of anyother compensation, retirement or other benefit program or plan of Employer. IfOfficer’s employment is terminated hereunder, pursuant to Section 5(a), 5(b) or5(e), Employer shall continue for the period specified in Section 5(a), 5(b) or 5(e)hereof, to provide benefits substantially equivalent to the life, disability andmedical insurance policies on behalf of Officer and his dependents and beneficiarieswhich were being provided to them immediately prior to Officer’s Termination Date,but only to the extent that Officer is not entitled to comparable benefits fromother employment.
5. **Termination.**The compensation and benefits provided for herein and the employment ofOfficer by Employer shall be terminated only as provided for below in this Section 5:
 a. **Disability.**In the event that Officer shall fail (with or without reasonableaccommodation), because of illness, injury or similar incapacity (“Disability”), torender for four (4) consecutive calendar months, or for shorter periods aggregatingeighty (80) or more business days in any twelve (12) month period, servicescontemplated by this Agreement, Officer’s full-time employment hereunder may beterminated, by written Notice of Termination from Employer to Officer; and thereafter,Employer shall continue, from the Termination Date until Officer’s death or December31, 2006, whichever first occurs (the “Disability Payment Period”), (i) to paycompensation to Officer, in the same manner as in effect immediately prior to theTermination Date, in an amount equal to (1) fifty percent (50%) of the then existingbase salary payable immediately prior to the termination, minus (2) the amount of anycash payments due to him under the terms of Employer’s disability insurance or otherdisability benefit plans (which are paid for by Employer) or Employer’s tax-qualifiedDefined Benefit Pension Plan, and any compensation he may receive pursuant to any otheremployment, and (ii) to provide during the Disability Payment Period the additionalbenefits specified in the last sentence of Section 4(e) hereof. To the extent nototherwise vested, all outstanding stock options and restricted stock granted to Officerpursuant to Section 4(d) will vest upon his termination because of Disability.    The determination of Disability shall be made only after 30 days’ notice to Officer(which may run concurrently with the Notice of Termination). In order to determineDisability, both Employer and Officer shall have the right to provide medicalevidence to support their respective positions, with the ultimate decision regardingDisability to be made by a majority of the members of Employer’s Benefits Committee.
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 b. **Death**. In the event that Officer shall die during the term of this Agreement,Employer shall pay to such person or persons as Officer shall have directed in writingor, in the absence of a designation, to his estate (the “Beneficiary”) an amount equalto two times the guaranteed annual compensation as defined in Section 4(c). Suchpayment shall be made within 45 days of the death of Officer. Employer shall alsoprovide during the twelve-month period following the date of Officer’s death theadditional benefits specified in the last sentence of Section 4(e) hereof. IfOfficer’s death occurs while he is receiving payments for Disabilityunder Section 5(a) above, such payments shall cease and the Beneficiary shall beentitled to the payments and benefits under this Section 5(b). This Agreement inall other respects will terminate upon the death of Officer; provided, however, that(i) the termination of the Agreement shall not affect Officer’s entitlement to allother benefits in which he has become vested or which are otherwise payable inrespect of periods ending prior to its termination, and (ii) to the extent nototherwise vested, all outstanding stock options and restricted stock granted toOfficer pursuant to Section 4(d) will vest upon his death.  c. **Cause**. Employer may terminate Officer’s employment under this Agreement for“Cause.” A termination for Cause is a termination by reason of (i) a material breachof this Agreement by Officer (other than as a result of incapacity due to physical ormental illness) which is committed in bad faith or without reasonable belief that suchbreach is in the best interests of Employer, (ii) Officer’s breach of the terms of anypromissory note executed by the Officer for any loan to the Officer made by Employerpursuant to the Employer’s Loan Plan, including a failure to meet a margin call (iii)an act or omission to act by the Officer involving (a) negligence or misconductresulting in a material loss or material loss in revenue (material to be determined inthe sole discretion of the CEO) (negligence or misconduct shall include, but not belimited to, the failure to properly supervise staff, the failure to establish, maintainand enforce proper written policies and procedures, and the failure to properly staffand train to ensure the proper and consistent enforcement of policies and procedures),(b) gross negligence, (c) gross misconduct with respect to or intentional failure toperform Officer’s stated duties, (d) commission of a fraud, theft, dishonesty, or anyknowing or deliberate action or inaction in contravention of a direct order from theOfficer’s direct supervisor which is within the scope of this Agreement and does notinvolve the performance of an illegal act or omission to act, (iv) Officer’swillful violation of any law, rule or regulation of a governmental authority (otherthan traffic violations or similar offenses) or final cease-and-desist order, or(v) entry of an order duly issued by any federal or state regulatory agencyhaving jurisdiction in the matter removing Officer from office of Employer or itsaffiliates or permanently prohibiting him from participation in the conduct of theaffairs of Employer of any of its affiliates. If Officer shall be convicted of afelony or misdemeanor carrying a jail term, or shall be removed from office and/orsuspended or temporarily prohibited from participating in the conduct 
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 ** ** of Employer’s orany of its affiliates’ affairs by any federal or state regulatory authority havingjurisdiction in the matter, Employer’s obligations under Sections 4(a), 4(b), 4(c), and4(d) hereof shall be automatically suspended; provided, however, that if the chargesresulting in such removal or prohibition are finally dismissed or if a final judgmenton the merits of such charges is issued in favor of Officer, or if the conviction isoverturned on appeal, then Officer shall be reinstated in full with back pay for theremoval period plus accrued interest at the rate then payable on judgments. During theperiod that Employer’s obligations under Sections 4(a), 4(b), 4(c), and 4(d) hereof aresuspended, Officer shall continue to be entitled to receive Additional Benefits underSection 4(e) until the conviction of the felony, or misdemeanor carrying a jail term,or removal from office has become final and non-appealable. When theconviction of the felony or removal from office has become final and non-appealable,all of Employer’s obligations hereunder shall terminate; provided, however, that thetermination of Officer’s employment pursuant to this Section 5(c) shall not affectOfficer’s entitlement to all benefits in which he has become vested or which areotherwise payable in respect of periods ending prior to his termination ofemployment. Following a termination for Cause, Officer shall be entitled to paymentof his base salary through his last day of employment, and any accrued vacation pay,but no other payments or benefits hereunder or otherwise whatsoever.  d. **Poor Performance.**Employer may terminate Officer’s employment under thisAgreement for “Poor Performance.” Poor Performance is a failure of the Officer toproperly meet the duties and responsibilities of his position in a competent fashion,as determined by the Chief Executive Officer. Following a termination for PoorPerformance, the Officer shall be entitled to payment of his base salary through hislast day of employment, and, within 30 days after such last day, a single payment in anamount equal to the guaranteed minimum annual compensation as defined in Section 4(c),but no other payments or benefits hereunder or otherwise whatsoever, subject to theterms of Section 5(e)(iii).  e. **Termination Other Than For Cause or Poor Performance.**
 (i) Except as provided in Section 5(e)(ii) below, if during the term ofthis Agreement, Officer’s employment shall be terminated by Employer other thanfor Cause or Poor Performance, then Officer shall be entitled to:
 (1) payment of his base salary through his last dayof employment, but no payment on account of any further incentivecompensation hereunder, and  (2) within 30 days after such last day, a singlepayment in an amount equal to an amount in cash equal to two times theguaranteed minimum annual compensation as defined in
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   Section 4(c);provided, however, if such termination shall occur within two (2) yearsafter a change in control, as declared by the Board of Directors, andduring the term of this Agreement, then such payment shall be in anamount equal to an amount in cash equal to two (2) times Officer’stotal compensation (base salary plus bonus) for the Fiscal Yearproceeding such termination, and  (3) for a period of one year following such lastday, the benefits specified in the last sentence of Section 4(e)hereof.
 (ii) Not withstanding anything in this Agreement to the contrary, in theevent it shall be determined that any payment or distribution by Employer orany other person or entity to or for the benefit of Officer (within the meaningof Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended(the “Code”)), whether paid or payable or distributed or distributablepursuant to the terms of this Agreement or otherwise in connection with, orarising out of, his employment with Employer or a change in ownership oreffective control of Employer or a substantial portion of its assets (a“Payment”), would be subject to the excise tax imposed by Section 4999 ofthe Code (the “Excise Tax”), the Payments shall include gross-up for anyexcise taxes due under IRC 280G or similar “golden parachute” provisionsplus any excise, income, or payroll taxes owed on the payment on the excisepayment amount.  (iii) In order to receive the amounts provided by Sections 5(d) or5(e), other than Base Salary through the last day of employment, Officer agreesthat for a period of one year after termination of employment either for PoorPerformance or other than for Cause, Officer shall not engage in any business,whether as an employee, consultant, partner, principal, agent, representativeor stockholder (other than as a stockholder of less than 1% equity interest) orin any other corporate or representative capacity with any other businesswhether in corporate, proprietorship, or partnership form or otherwise, wheresuch business is engaged in any activity which competes with the business ofEmployer or its subsidiaries or affiliates, as conducted on the date Officer’semployment terminated or which will compete with any proposed business activityof Employer or its subsidiaries or affiliates, in the planning stage on suchdate.    If the foregoing agreement is determined invalid or unenforceable by a Courtin an interpretation of this Agreement, then Officer agrees that he shallreturn the amounts received pursuant to Sections 5(d) and 5(e), other thanthe Base Salary through the last day of employment.
 f. **Resignation**. If during the term of this Agreement, Officer shall resignvoluntarily, Officer shall be entitled to payment of his base salary through his
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   lastday of employment, but all other rights to payment or benefits hereunder shallimmediately terminate; provided, however, that the termination of Officer’s employmentpursuant to this Section 5(f) shall not affect Officer’s entitlement to all benefits inwhich he has become vested or which are otherwise payable in respect of periods endingprior to his termination of employment, and all obligations of Officer under Sections9(f) and 9(j) shall expressly survive such termination. If Officer resigns as a resultof a material breach by Employer, which breach is not cured by Employer within 30 days’receipt of written notice, then Officer’s resignation will be considered as aTermination Other Than For Cause pursuant to Section 5(e) for all purposes of thisAgreement.  g. **Notice of Termination.**Any purported termination by Employer or by Officer(including any resignation) shall be communicated by a written Notice of Termination tothe other party hereto which indicates the specific termination provision in thisAgreement, if any, relied upon and which sets forth in reasonable detail the facts andcircumstances, if any, claimed to provide a basis fortermination of Officer’s employment under the provision so indicated. For purposesof this Agreement, no such purported termination shall be effective without suchNotice of Termination. The “Termination Date” shall mean the date specified in theNotice of Termination, which shall be no less than 30 or more than 60 days from thedate of the Notice of Termination. Notwithstanding any other provision of thisAgreement, in the event of any termination of Officer’s employment hereunder for anyreason, Employer shall pay Officer his full base salary through the TerminationDate, plus any Additional Benefits which have been earned or become payable, butwhich have not yet been paid, as of such Termination Date.
6. **Location of Services.**Officer is required to perform his services under this Agreementat such present or future business location of Company as may be designated by the ChiefExecutive Officer in the Counties of Los Angeles, Orange or Ventura, California or whereverthe Corporate Headquarters of Employer may be located.
 a. **In general**. If Employer requests Officer to relocate outside of the locationsreferenced above, Officer shall have the option of agreeing to such relocation and theterms of this Agreement shall continue in full force and effect. If Officer declinesto relocate outside of the locations referenced above, either the Officer or Employershall provide the other party with a Notice of Termination in accordance with Section5(g) and the Officer will be deemed to have been terminated pursuant to Section 5(e).  b. **Change in Control.**For two years following a change in control of the Company,as declared by the Board of Directors, Employer may only require Officer to relocatewithin the three counties identified above and only if such relocation is to theCorporate Headquarters location of Employer. During this time period, if Employerrequests that Officer relocate outside of the three counties identified above, orwithin the three counties, but not to the Corporate
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   Headquarters location, Officershall have the option of agreeing to such relocation and the terms of this Agreementshall continue in full force and effect. If Officer declines to relocate outside ofthe locations referenced above, either the Officer or Employer shall provide the otherparty with a Notice of Termination in accordance with Section 5(g) and the Officer willbe deemed to have been terminated pursuant to Section 5(e).
7. **Reimbursement of Business Expenses.**During the term of this Agreement, Employer shallreimburse Officer promptly for all business expenditures to the extent that such expendituresmeet the requirements of the Code for deductibility by Employer for federal income taxpurposes or are otherwise in compliance with the rules and policies of Employer and aresubstantiated by Officer as required by the Internal Revenue Service and rules and policies ofEmployer.
8. **Indemnity.**To the extent permitted by applicable law, the Certificate ofIncorporation and the By-Laws of Employer (as from time to time in effect) and any indemnityagreements entered into from time to time between Employer and Officer, Employershall defend and indemnify Officer and hold him harmless for any acts or decisions made byhim in good faith while performing services for Employer (including any subsidiary oraffiliate of Employer), and shall use reasonable efforts to obtain coverage for him underliability insurance policies now in force or hereafter obtained during the term of thisAgreement covering the other officers or directors of Employer.
9. **Miscellaneous.**
 a. **Successorship.**This Agreement shall inure to the benefit of and shall bebinding upon Employer, its successors and assigns, but without the prior writtenconsent of Officer, this Agreement may not be assigned other than in connection with amerger or sale of Employer or the sale of substantially all the assets of Employer orsimilar transaction. Notwithstanding the foregoing, Employer may assign, whether byassignment agreement, merger, operation of law or otherwise, this Agreement to thePublic Company or to any successor or affiliate of Employer or the Public Company,subject to such assignee’s express assumption of all obligations of Employer hereunder.The failure of any successor to or assignee of the Employer’s business and/or assetsin such transaction to expressly assume all obligations of Employer hereunder shall bedeemed a Termination Other Than For Cause pursuant to Section 5(e).    The obligations and duties of Officer hereby shall be personal and not assignable.  b. **Notices.**Any notices provided for in this Agreement shall be sent to Employerat its corporate headquarters, Attention: General Counsel, with a copy to the Directorof Human Resources at the same address, or to such other address as Employer may fromtime to time in writing designate, and to Officer at such address as he may from timeto time in writing designate (or his business
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   address of record in the absence of suchdesignation). All notices shall be deemed to have been given two (2) business daysafter they have been deposited as certified mail, return receipt requested, postagepaid and properly addressed to the designated address of the party to receive thenotices.  c. **Entire Agreement.**This instrument contains the entire agreement of the partiesrelating to the subject matter hereof, and it replaces and supersedes any prioragreements between the parties relating to said subject matter; provided, however, thatall provisions of Employer’s Employee Handbook shall be incorporated herein by thisreference and Officer hereby expressly acknowledges that all provisions of the EmployeeHandbook are applicable to his employment relationship with Employer, except to theextent that any such provisions directly conflict with any term contained in thisAgreement; provided, further, that Officer hereby expressly acknowledges that Officerhas executed Employer’s standard Arbitration Agreement which generally requires thatany dispute under this Agreement will be arbitrated. No modifications or amendments ofthis Agreement shall be valid unless made in writing and signed by the parties hereto.  d. **Waiver.**The waiver of the breach of any term or of any condition of thisAgreement shall not be deemed to constitute the waiver of any other breach of the sameor any other term or condition.  e. **California Law.**This Agreement shall be construed and interpreted inaccordance with the laws of California, without reference to its conflicts of lawsprinciples.  f. **Confidentiality.**Officer hereby acknowledges and agrees that Employer and itsaffiliates have developed and own valuable information related to their business,personnel and customers, including, but not limited to, concepts, ideas, customerlists, business lists, business and strategic plans, financial data, accountingprocedures, secondary marketing and hedging models, trade secrets, computer programsand plans, and information related to officers, directors, employees and agents.Officer hereby agrees that all such information, and all codes, concepts, copies andforms relating to such information, Employer’s plans and intentions with respectthereto, and any information provided by Employer or its affiliates to Officer withrespect to any of the foregoing, shall be considered “Confidential Information” for thepurpose of this Agreement. Officer acknowledges and agrees that all such ConfidentialInformation is a valuable asset of Employer, and if developed by Officer, is developedby Officer in the course of Officer’s employment with Employer, and is the soleproperty of Employer. Officer agrees that he will not divulge or otherwise disclose,directly or indirectly, any Confidential Information concerning the business orpolicies of Employer or any of its affiliates which he may have learned as a result ofhis employment during the term of this Agreement or prior thereto as an employee,officer or director of or consultant to Employer or any of its affiliates, except tothe extent such use or
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   disclosure is (i) necessary or appropriate to the performance ofthis Agreement and in furtherance of Employer’s best interests, (ii) required byapplicable law or in response to a lawful inquiry from a governmental or regulatoryauthority, (iii) lawfully obtainable from other sources, or (iv) authorized byEmployer. Furthermore, in order to protect the trade secret or confidential informationof Employer, Officer hereby agrees not to accept any employment or engage in anyactivities competitive with the Employer for a period of one year after termination ofemployment if the loyal and complete fulfillment of the duties of the competitiveemployment or activities would inherently call upon Officer to reveal or use any of thetrade secret or Confidential Information of Employer to which Officer had access duringemployment by Employer. The provisions of this subsection shall survive theexpiration, suspension or termination, for any reason, of this Agreement.  g. **Remedies of Employer.**Officer acknowledges that the services he is obligatedto render under the provisions of this Agreement are of a special, unique, unusual,extraordinary and intellectual character, which gives this Agreement peculiar value toEmployer. The loss of these services cannot be reasonably or adequately compensated indamages in an action at law and it would be difficult (if not impossible) to replacethese services. By reason thereof, Officer agrees andconsents that if he violates any of the material provisions of this Agreement,Employer, in addition to any other rights and remedies available under thisAgreement or under applicable law, shall be entitled during the remainder of theterm to seek injunctive relief, from a tribunal of competent jurisdiction,restraining Officer from committing or continuing any violation of this Agreement.The provisions of this subsection shall survive the expiration, suspension ortermination, for any reason, of this Agreement.  h. **Severability.**If any provision of this Agreement is held invalid orunenforceable, the remainder of this Agreement shall nevertheless remain in full forceand effect, and if any provision is held invalid or unenforceable with respect toparticular circumstances, it shall nevertheless remain in full force and effect in allother circumstances.  i. **No Obligation to Mitigate.**Officer shall not be required to mitigate theamount of any payment provided for in this Agreement by seeking other employment orotherwise and, except as provided in Section 5(a) hereof, no payment hereunder shall beoffset or reduced by the amount of any compensation or benefits provided to Officer inany subsequent employment.
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 j. **No Solicitation.**
 (i) **In General.**Officer agrees that during employment and for aperiod of one year after termination of such employment, Officer shall not:
 (1) Solicit, or cause to be solicited, any customersof Employer for purposes of promoting or selling any products or servicescompetitive with those of Employer;  (2) Solicit business from, or perform services for,any company or other business entity which at any time during the twoyear period immediately preceding Officer’s termination of employmentwith Employer was a client of Employer, or its subsidiaries oraffiliates; or  (3) Solicit for employment, offer, or cause to beoffered, employment, either on a full time, part time, or consultingbasis, to any person who was employed by Employer or its subsidiaries oraffiliates on the date Officer’s employment terminated, unless Officershall have received the prior written consent of Employer.
 (ii) **Consideration.**The consideration for the foregoing covenants, thesufficiency of which is hereby acknowledged, is Employer’s agreement tocontinue to employ Officer and provide compensation and benefits pursuant tothis Agreement, including but not limited to Section 5 (d), (e), and (f).  (iii) **Equitable Relief and Other Remedies.**Officer acknowledges andagrees that Employer’s remedies at law for a breach or threatened breach of anyof the provisions of this Section would be inadequate and, in recognition ofthis fact, Officer agrees that, in the event of such a breach or threatenedbreach, in addition to any remedies at law, Employer, without posting any bond,shall be entitled to obtain equitable relief in the form of specificperformance, a temporary restraining order, a temporary or permanent injunctionor any other equitable remedy which may then be available.  (iv) **Reformation.**The foregoing No Solicitation provisions are intended torestrict Officer only to the extent permitted by law in the jurisdiction whereOfficer is then a resident. To the extent the No Solicitation Provisions wouldotherwise be determined invalid or unenforceable by a Court of competentjurisdiction, such Court shall exercise its discretion in reforming theprovisions of this Section to the end that Officer shall be subject toreasonable no solicitation provisions that are enforceable by Employer underthe laws of the jurisdiction where Officer is then a resident. If the laws ofthe state where the Officer is then a resident completely prohibit any form ofthe foregoing
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   covenants, then Employer and Officer understand and agree thatthe foregoing covenants are of no effect.
10. **Regulatory Intervention**. Notwithstanding anything in this Agreement to the contrary, thisAgreement is subject to the following terms and conditions:
 (i) If Officer is suspended and/or temporarily prohibited fromparticipating in the conduct of Employer’s affairs by a notice served underSection 8(e)(3) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(3) and (g)(1)), Employer’s obligations hereunder shall be suspended as ofthe date of service unless stayed by appropriate proceedings. If the chargesin the notice are dismissed, Employer shall (x) pay Officer all or part of thecompensation withheld while Employer’s contract obligations were suspended, and(y) reinstate any of Employer’s obligations which were suspended.  (ii) If Officer is removed and/or permanently prohibited fromparticipating in the conduct of Employer’s affairs by an order issued underSection 8(e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C. 1818(e)(4) and (g)(1)), all obligations of Employer under this Agreement shallterminate as of the effective date of the order, but vested rights of theparties shall not be affected.  (iii) If Employer is in default (as defined in Section 3(x)(1) ofthe Federal Deposit Insurance Act (12 U.S.C. 1813 (x)(1)), all obligationsunder this Agreement shall terminate as of the date of default, but any vestedrights of Officer shall not be affected.  (iv) All obligations under this Agreement shall be terminated, except tothe extent determined that continuation of the contract is necessary for thecontinued operation of Employer, (x) by the Office of Thrift Supervision(“OTS”) at the time the Federal Deposit Insurance Corporation (“FDIC”) entersinto an agreement to provide assistance to or on behalf of Employer under theauthority contained in Section 13(c) of the Federal Deposit Insurance Act (12U.S.C. 1823 (c)); or (y) by the OTS at the time the OTS approves a supervisorymerger to resolve problems related to operation of Employer or when Employer isdetermined by the OTS to be in an unsafe or unsound condition. Any rights ofOfficer that shall have vested under this Agreement shall not be affected bysuch action.  (v) With regard to the provisions of this Section 10(i) through(iv):
  A. Employer agrees to use its best efforts to oppose anysuch notice of charges as to which there are reasonable defenses;
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  B. In the event the notice of charges is dismissed orotherwise resolved in a manner that will permit Employer to resume itsobligations to pay compensation hereunder, Employer will promptly make suchpayment hereunder; and   C. During the period of suspension, the vested rights ofthe contracting parties shall not be affected except to the extentprecluded by such notice.
 (vi) Any payments made to Officer by Employer pursuant to thisAgreement, or otherwise, are subject to and conditioned upon their compliancewith 12 U.S.C. 1828(k) and any regulations promulgated there under.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
EMPLOYER       By:           Name: Michael W. Perry         Title: Chairman and Chief Executive Officer         Officer:              in his individual capacity
**Parent Company Guaranty**
IndyMac Bancorp, Inc. (“Bancorp”) is the parent holding company of Employer and benefits directlyfrom the strength and continuity of the management of Employer. Accordingly, Bancorp herebyassures and guaranties the full and timely satisfaction of all monetary and other obligations ofEmployer to Officer under the Agreement. This guaranty is a guaranty of payment and notcollection. This guaranty shall continue in full force and effect notwithstanding any futuremodifications, extensions or renewals to the Agreement that may be made by Employer. Bancorphereby waives any and all suretyship or other similar defenses that may be available to it withrespect to this guaranty to the full extent permitted by applicable law.
IndyMac Bancorp, Inc.       By:                         Printed Name and Title