INDYMAC BANCORP INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a85066exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                              EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") has been executed as of September 1,
2002 by and between IndyMac Bank, F.S.B. ("Employer") and S. Blair Abernathy
("Officer").


                                   WITNESSETH:


WHEREAS, Employer desires to obtain the benefit of continued services of Officer
and Officer desires 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 employment with Employer and its affiliates under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties hereto agree as follows:

1.      TERM. Employer agrees to employ Officer and Officer agrees to serve
        Employer and its affiliates, in accordance with the terms hereof, for a
        term beginning on the date first written above and ending on December
        31, 2006, unless earlier terminated in accordance with the provisions
        hereof.

2.      POSITION, DUTIES AND RESPONSIBILITIES. Employer and Officer hereby agree
        that, subject to the provisions of this Agreement, Employer will employ
        Officer and Officer will serve Employer, as an Executive Vice President
        of Employer, or its affiliated companies, as determined by Employer.
        Affiliated companies shall include, without limitation, any direct or
        indirect subsidiary of Employer in which Employer holds less than 100%
        but at least a majority of the beneficial interest and voting control (a
        "New Public Company"). Employer agrees that Officer's duties hereunder
        shall be the usual and customary duties of such office and such further
        duties shall not be inconsistent with the provisions of applicable law.
        Officer agrees 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 as determined by
        the Chief Executive Officer of Employer. Officer shall have such
        official power and authority as shall reasonably be required to enable
        him to discharge his duties in the offices which he may hold. All
        compensation paid to Officer by Employer or any of its affiliates shall
        be aggregated in determining whether Officer has received the benefits
        provided for herein, but without prejudice to the allocation of costs
        among the entities to which 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, to the business, affairs and
        interests of Employer and its affiliates, and matters related thereto,
        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 interests of Employer and its affiliates and
        perform services




                                       1
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        contemplated hereby, in accordance with the policies established by the
        Board of Directors of the applicable entity, which policies shall be
        consistent with this Agreement. If so requested by Employer, Officer
        agrees to serve without additional remuneration as an officer of one or
        more (direct or indirect) subsidiaries, affiliates or successors of
        Employer, subject to appropriate authorization by the affiliate,
        subsidiary or successor involved and any limitation under applicable
        law.

        During the course of Officer's employment as a full-time officer
        hereunder, Officer shall not, without the consent of Employer, compete,
        directly or indirectly, with Employer in the business 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 any capacity with any civic, educational or charitable
        organization, or any governmental entity or trade association, without
        seeking or obtaining approval by the Board of Directors, provided such
        activities and services do not materially interfere or conflict with the
        performance of his duties hereunder.

4.      COMPENSATION AND BENEFITS.

        a.      BASE SALARY. Employer shall pay to Officer a base salary in
                respect of the fiscal year of Employer (a "Fiscal Year") ending
                December 31, 2002 at the annual rate of $375,000 (the "Annual
                Rate"). In respect of the Fiscal Years ending in 2003, 2004,
                2005 and 2006, the Chief Executive Officer of Employer may
                increase the Annual Rate. While any such increase shall be at
                the discretion of the Chief Executive Officer, it is anticipated
                that, for any Fiscal Year, if Employer obtains its earnings per
                share goal and the Officer receives a performance rating of
                "meets expectations consistently," the Annual Rate would
                possibly be increased between 0% and 10%. During the term of
                this Agreement, Employer may not decrease the Annual Rate below
                $375,000.

        b.      INCENTIVE COMPENSATION. Employer shall pay to Officer for each
                of the Fiscal Years ending during the term of this Agreement an
                incentive compensation award in an amount determined pursuant to
                the Annual Incentive Plan attached hereto as Appendix A. The
                target incentive compensation for 2002 shall be $225,000. The
                target incentive amount will be reviewed annually, and may be
                increased by the Chief Executive Officer of Employer based upon
                Officer's performance and that of Employer's. The terms of the
                Annual Incentive Plan shall be determined in the first quarter
                of each Fiscal year during the term of this Agreement, as
                mutually agreed upon by Employer and Officer. If a new annual
                incentive plan is not executed by Employer and Officer for any
                reason by the end of the first quarter of the Fiscal Year (or
                within 90 days of the date of this Agreement for the year 2002),
                then the maximum incentive compensation award for the new Fiscal
                Year shall be deemed set at 25% of Officer'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 following the relevant Fiscal Year. The incentive
                compensation award payable



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                to Officer for any Fiscal Year shall be paid no later than
                thirty (30) days after completion and publication of the
                applicable audited financial statements for such Fiscal Year.

        c.      GUARANTEED MINIMUM ANNUAL COMPENSATION. For each of the Fiscal
                Years ending during the term of this Agreement, Officer shall
                receive a guaranteed minimum annual cash compensation equal to
                125% of the base salary, the components of which shall include
                his base salary for such Fiscal Year and any incentive
                compensation award applicable to such Fiscal Year, provided
                Officer is still 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 in respect of each of the following Fiscal Years
                during the term of this Agreement, Employer's public company
                affiliate, IndyMac Bancorp, Inc., or any successor public
                company ("Public Company"), may grant to Officer stock options
                and/or restricted stock for such number of shares of the Public
                Company's common stock as the Compensation Committee of the
                Board of Directors of the Public Company ("Compensation
                Committee") in its sole discretion determines, taking into
                account Officer's and the Public Company's performance and the
                competitive practices then prevailing regarding the granting of
                stock options. Subject to the foregoing, it is anticipated that
                the number of shares in respect of each annual stock option
                and/or restricted stock grant shall be in accordance with the
                number of shares granted to officers of Employer at a level
                similar to Officer's level. The stock options and/or restricted
                stock described in this Section 4(d) in respect of a Fiscal Year
                shall be granted at the same time as the Public Company grants
                stock options and/or restricted stock to its other officers in
                respect of such Fiscal Year.

                Officer agrees that any stock options or restricted stock
                granted to him under his prior Employment Agreement(s), or
                granted separate from any such Employment Agreement(s), shall be
                subject to the terms of the 2002 Stock Option Plan except as may
                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, or such other stock
                option plan or plans as may be or come into effect during the
                term of this Agreement, (ii) shall be priced and vest in
                accordance with the terms set by the Compensation Committee,
                (iii) shall be subject to such other reasonable terms and
                conditions as may be determined by the Compensation Committee
                and set forth in the agreement or other document evidencing the
                award, (iv) in the event that Officer's employment is terminated
                due to death or Disability, shall, if then unvested, become
                immediately and fully vested, (v) in the event that Officer's
                employment is terminated through resignation or by Employer for
                either Cause (as defined in Section 5(c)) or Poor Performance
                (as defined in Section 5(d)), shall, if not then vested,
                immediately terminate, and (vi) in the event that Officer's
                employment is terminated by Employer other than for Cause (as
                defined in Section 5(e)),



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                shall, if not then vested, become immediately and fully vested
                only to the extent that such restricted stock or stock options
                would, under the terms of such restricted stock or stock
                options, vest within one (1) year of such termination.

                All stock options granted in accordance with this Section 4(d)
                shall give Officer the right, upon termination of his employment
                hereunder, other than for Cause or Poor Performance (as defined
                in Section 5(e)), to exercise such options for a period of
                between 3 months and 12 months after such termination as
                provided hereinafter (but in no event later than their
                expiration date). In the event the vested options held by
                Officer immediately after such termination represent shares of
                common stock in an amount equal to or greater than 500,000, then
                the maximum period for the exercise of any options shall be 12
                months. In the event the vested options held by Officer
                immediately after such termination represent shares of common
                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 the event the vested options held
                by Officer immediately after such termination represent shares
                of common stock in an amount less than 100,000, then the maximum
                period for their exercise shall be 3 months.

                If the Board of Directors of Employer determines, in its sole
                and absolute discretion, that Officer is exhibiting "Poor
                Performance," as described in Section 5(d), but there is not a
                resulting termination of Officer's employment, the Compensation
                Committee may, in its sole and absolute discretion, cancel any
                outstanding, but unvested stock options or restricted stock that
                were previously granted to Officer.

                In the event that a New Public Company is formed and Officer is
                assigned by the Chief Executive Officer to be employed by that
                New Public Company, if such New Public Company is traded on the
                New York Stock Exchange or the NASDAQ, then, in the discretion
                of the Chief Executive Officer, up to 50% of the not-yet-vested
                stock options and restricted stock of Officer (whether
                previously granted hereunder or otherwise) 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 replaced stock
                options and restricted stock. Such alternate incentive
                compensation may be granted on such terms and conditions as
                determined by the Chief Executive Officer, which terms and
                conditions may differ from those in this Agreement for
                comparable compensation, provided such terms and conditions
                provide an equivalent value to the replaced compensation. The
                Company shall select and retain a nationally recognized firm to
                determine the value of the stock options and restricted stock to
                be replaced and the value of the replacement compensation, and
                such firm's final valuation shall be accepted by both parties.



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        e.      ADDITIONAL BENEFITS. Officer shall also be entitled to all
                rights and benefits for 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 insurance policy, or other plans or benefits, which
                Employer or its subsidiaries may provide for him, or provided he
                is eligible to participate therein, for senior officers
                generally or for employees generally, during the term of this
                Agreement (collectively, "Additional Benefits"). Officer shall
                also be entitled to four (4) weeks of vacation each Fiscal Year,
                subject to all applicable policies of Employer relating to
                vacation time. This Agreement shall not affect the provision of
                any other compensation, retirement or other benefit program or
                plan of Employer. If Officer's employment is terminated
                hereunder, pursuant to Section 5(a), 5(b) or 5(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 and medical insurance policies on behalf of
                Officer and his dependents and beneficiaries which 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 from other employment.

5.      TERMINATION. The compensation and benefits provided for herein and the
        employment of Officer 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 reasonable accommodation), because of illness, injury or
                similar incapacity ("Disability"), to render for four (4)
                consecutive calendar months, or for shorter periods aggregating
                eighty (80) or more business days in any twelve (12) month
                period, services contemplated by this Agreement, Officer's
                full-time employment hereunder may be terminated, by written
                Notice of Termination from Employer to Officer; and thereafter,
                Employer shall continue, from the Termination Date until
                Officer's death or December 31, 2006, whichever first occurs
                (the "Disability Payment Period"), (i) to pay compensation to
                Officer, in the same manner as in effect immediately prior to
                the Termination Date, in an amount equal to (1) fifty percent
                (50%) of the then existing base salary payable immediately prior
                to the termination, minus (2) the amount of any cash payments
                due to him under the terms of Employer's disability insurance or
                other disability benefit plans (which are paid for by Employer)
                or Employer's tax-qualified Defined Benefit Pension Plan, and
                any compensation he may receive pursuant to any other
                employment, and (ii) to provide during the Disability Payment
                Period the additional benefits specified in the last sentence of
                Section 4(e) hereof. To the extent not otherwise vested, all
                outstanding stock options and restricted stock granted to
                Officer pursuant 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 determine Disability, both
                Employer and Officer shall have the right to



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                provide medical evidence to support their respective positions,
                with the ultimate decision regarding Disability to be made by a
                majority of the members of Employer's Benefits Committee.

        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 writing or, in the absence of a
                designation, to his estate (the "Beneficiary") an amount equal
                to two times the guaranteed annual compensation as defined in
                Section 4(c). Such payment shall be made within 45 days of the
                death of Officer. Employer shall also provide during the
                twelve-month period following the date of Officer's death the
                additional benefits specified in the last sentence of Section
                4(e) hereof. If Officer's death occurs while he is receiving
                payments for Disability under Section 5(a) above, such payments
                shall cease and the Beneficiary shall be entitled to the
                payments and benefits under this Section 5(b). This Agreement in
                all 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 all other benefits in
                which he has become vested or which are otherwise payable in
                respect of periods ending prior to its termination, and (ii) to
                the extent not otherwise vested, all outstanding stock options
                and restricted stock granted to Officer 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 breach of this Agreement by Officer
                (other than as a result of incapacity due to physical or mental
                illness) which is committed in bad faith or without reasonable
                belief that such breach is in the best interests of Employer,
                (ii) Officer's breach of the terms of any promissory note
                executed by the Officer for any loan to the Officer made by
                Employer pursuant 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 misconduct resulting in
                a material loss or material loss in revenue (material to be
                determined in the sole discretion of the CEO) (negligence or
                misconduct shall include, but not be limited to, the failure to
                properly supervise staff, the failure to establish, maintain and
                enforce proper written policies and procedures, and the failure
                to properly staff and train to ensure the proper and consistent
                enforcement of policies and procedures), (b) gross negligence,
                (c) gross misconduct with respect to or intentional failure to
                perform Officer's stated duties, (d) commission of a fraud,
                theft, dishonesty, or any knowing or deliberate action or
                inaction in contravention of a direct order from the Officer's
                direct supervisor which is within the scope of this Agreement
                and does not involve the performance of an illegal act or
                omission to act, (iv) Officer's willful violation of any law,
                rule or regulation of a governmental authority (other than
                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 agency having jurisdiction in
                the matter removing Officer from office of Employer or its
                affiliates or permanently prohibiting him from participation in
                the conduct of



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                the affairs of Employer of any of its affiliates. If Officer
                shall be convicted of a felony or misdemeanor carrying a jail
                term, or shall be removed from office and/or suspended or
                temporarily prohibited from participating in the conduct of
                Employer's or any of its affiliates' affairs by any federal or
                state regulatory authority having jurisdiction in the matter,
                Employer's obligations under Sections 4(a), 4(b), 4(c), and 4(d)
                hereof shall be automatically suspended; provided, however, that
                if the charges resulting in such removal or prohibition are
                finally dismissed or if a final judgment on the merits of such
                charges is issued in favor of Officer, or if the conviction is
                overturned on appeal, then Officer shall be reinstated in full
                with back pay for the removal period plus accrued interest at
                the rate then payable on judgments. During the period that
                Employer's obligations under Sections 4(a), 4(b), 4(c), and 4(d)
                hereof are suspended, Officer shall continue to be entitled to
                receive Additional Benefits under Section 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
                the conviction of the felony or removal from office has become
                final and non-appealable, all of Employer's obligations
                hereunder shall terminate; provided, however, that the
                termination of Officer's employment pursuant to this Section
                5(c) shall not affect Officer's entitlement to all benefits in
                which he has become vested or which are otherwise payable in
                respect of periods ending prior to his termination of
                employment. Following a termination for Cause, Officer shall be
                entitled to payment of 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 this Agreement for "Poor Performance." Poor Performance is
                a failure of the Officer to properly meet the duties and
                responsibilities of his position in a competent fashion, as
                determined by the Chief Executive Officer. Following a
                termination for Poor Performance, the Officer shall be entitled
                to payment of his base salary through his last day of
                employment, and, within 30 days after such last day, a single
                payment in an amount 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 the
                terms 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 of this Agreement, Officer's employment shall
                        be terminated by Employer other than for Cause or Poor
                        Performance, then Officer shall be entitled to:

                        (1)     payment of his base salary through his last day
                                of employment, but no payment on account of any
                                further incentive compensation hereunder, and



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                        (2)     within 30 days after such last day, a single
                                payment in an amount equal to an amount in cash
                                equal to two times the guaranteed minimum annual
                                compensation as defined in Section 4(c);
                                provided, however, if such termination shall
                                occur within two (2) years after a change in
                                control, as declared by the Board of Directors,
                                and during the term of this Agreement, then such
                                payment shall be in an amount equal to an amount
                                in cash equal to two (2) times Officer's total
                                compensation (base salary plus bonus) for the
                                Fiscal Year proceeding such termination, and

                        (3)     for a period of one year following such last
                                day, the benefits specified in the last sentence
                                of Section 4(e) hereof.

                (ii)    Not withstanding anything in this Agreement to the
                        contrary, in the event it shall be determined that any
                        payment or distribution by Employer or any other person
                        or entity to or for the benefit of Officer (within the
                        meaning of Section 280G(b)(2) of the Internal Revenue
                        Code of 1986, as amended (the "Code")), whether paid or
                        payable or distributed or distributable pursuant to the
                        terms of this Agreement or otherwise in connection with,
                        or arising out of, his employment with Employer or a
                        change in ownership or effective control of Employer or
                        a substantial portion of its assets (a "Payment"), would
                        be subject to the excise tax imposed by Section 4999 of
                        the Code (the "Excise Tax"), the Payments shall include
                        gross-up for any excise taxes due under IRC 280G or
                        similar "golden parachute" provisions plus any excise,
                        income, or payroll taxes owed on the payment on the
                        excise payment amount.

                (iii)   In order to receive the amounts provided by Sections
                        5(d) or 5(e), other than Base Salary through the last
                        day of employment, Officer agrees that for a period of
                        one year after termination of employment either for Poor
                        Performance or other than for Cause, Officer shall not
                        engage in any business, whether as an employee,
                        consultant, partner, principal, agent, representative or
                        stockholder (other than as a stockholder of less than 1%
                        equity interest) or in any other corporate or
                        representative capacity with any other business whether
                        in corporate, proprietorship, or partnership form or
                        otherwise, where such business is engaged in any
                        activity which competes with the business of Employer or
                        its subsidiaries or affiliates, as conducted on the date
                        Officer's employment terminated or which will compete
                        with any proposed business activity of Employer or its
                        subsidiaries or affiliates, in the planning stage on
                        such date.

                        If the foregoing agreement is determined invalid or
                        unenforceable by a Court in an interpretation of this
                        Agreement, then Officer agrees that he shall return the
                        amounts received pursuant to Sections 5(d) and 5(e),
                        other than the Base Salary through the last day of
                        employment.



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        f.      RESIGNATION. If during the term of this Agreement, Officer shall
                resign voluntarily, Officer shall be entitled to payment of his
                base salary through his last day of employment, but all other
                rights to payment or benefits hereunder shall immediately
                terminate; provided, however, that the termination of Officer's
                employment pursuant to this Section 5(f) shall not affect
                Officer's entitlement to all benefits in which he has become
                vested or which are otherwise payable in respect of periods
                ending prior to his termination of employment, and all
                obligations of Officer under Sections 9(f) and 9(j) shall
                expressly survive such termination. If Officer resigns as a
                result of 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 a Termination
                Other Than For Cause pursuant to Section 5(e) for all purposes
                of this Agreement.

        g.      NOTICE OF TERMINATION. Any purported termination by Employer or
                by Officer (including any resignation) shall be communicated by
                a written Notice of Termination to the other party hereto which
                indicates the specific termination provision in this Agreement,
                if any, relied upon and which sets forth in reasonable detail
                the facts and circumstances, if any, claimed to provide a basis
                for termination of Officer's employment under the provision so
                indicated. For purposes of this Agreement, no such purported
                termination shall be effective without such Notice of
                Termination. The "Termination Date" shall mean the date
                specified in the Notice of Termination, which shall be no less
                than 30 or more than 60 days from the date of the Notice of
                Termination. Notwithstanding any other provision of this
                Agreement, in the event of any termination of Officer's
                employment hereunder for any reason, Employer shall pay Officer
                his full base salary through the Termination Date, plus any
                Additional Benefits which have been earned or become payable,
                but which have not yet been paid, as of such Termination Date.

6.      LOCATION OF SERVICES. Officer is required to perform his services under
        this Agreement at such present or future business location of Company as
        may be designated by the Chief Executive Officer in the Counties of Los
        Angeles, Orange or Ventura, California or wherever the Corporate
        Headquarters of Employer may be located.

        a.      IN GENERAL. If Employer requests Officer to relocate outside of
                the locations referenced above, Officer shall have the option of
                agreeing to such relocation and the terms of this Agreement
                shall continue in full force and effect. If Officer declines to
                relocate outside of the locations referenced above, either the
                Officer or Employer shall provide the other party with a Notice
                of Termination in accordance with Section 5(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 relocate within the three counties
                identified above and only if such relocation is to the Corporate
                Headquarters location of Employer. During this



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                time period, if Employer requests that Officer relocate outside
                of the three counties identified above, or within the three
                counties, but not to the Corporate Headquarters location,
                Officer shall have the option of agreeing to such relocation and
                the terms of this Agreement shall continue in full force and
                effect. If Officer declines to relocate outside of the locations
                referenced above, either the Officer or Employer shall provide
                the other party with a Notice of Termination in accordance with
                Section 5(g) and the Officer will be deemed to have been
                terminated pursuant to Section 5(e).

7.      REIMBURSEMENT OF BUSINESS EXPENSES. During the term of this Agreement,
        Employer shall reimburse Officer promptly for all business expenditures
        to the extent that such expenditures meet the requirements of the Code
        for deductibility by Employer for federal income tax purposes or are
        otherwise in compliance with the rules and policies of Employer and are
        substantiated by Officer as required by the Internal Revenue Service and
        rules and policies of Employer.

8.      INDEMNITY. To the extent permitted by applicable law, the Certificate of
        Incorporation and the By-Laws of Employer (as from time to time in
        effect) and any indemnity agreements entered into from time to time
        between Employer and Officer, Employer shall defend and indemnify
        Officer and hold him harmless for any acts or decisions made by him in
        good faith while performing services for Employer (including any
        subsidiary or affiliate of Employer), and shall use reasonable efforts
        to obtain coverage for him under liability insurance policies now in
        force or hereafter obtained during the term of this Agreement covering
        the other officers or directors of Employer.

9.      MISCELLANEOUS.

        a.      SUCCESSORSHIP. This Agreement shall inure to the benefit of and
                shall be binding upon Employer, its successors and assigns, but
                without the prior written consent of Officer, this Agreement may
                not be assigned other than in connection with a merger or sale
                of Employer or the sale of substantially all the assets of
                Employer or similar transaction. Notwithstanding the foregoing,
                Employer may assign, whether by assignment agreement, merger,
                operation of law or otherwise, this Agreement to the Public
                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
                assets in such transaction to expressly assume all obligations
                of Employer hereunder shall be deemed 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 Employer at its corporate headquarters, Attention:
                General Counsel, with a copy to the Director of Human Resources
                at the same address, or to such other address as



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                Employer may from time to time in writing designate, and to
                Officer at such address as he may from time to time in writing
                designate (or his business address of record in the absence of
                such designation). All notices shall be deemed to have been
                given two (2) business days after they have been deposited as
                certified mail, return receipt requested, postage paid and
                properly addressed to the designated address of the party to
                receive the notices.

        c.      ENTIRE AGREEMENT. This instrument contains the entire agreement
                of the parties relating to the subject matter hereof, and it
                replaces and supersedes any prior agreements between the parties
                relating to said subject matter; provided, however, that all
                provisions of Employer's Employee Handbook shall be incorporated
                herein by this reference and Officer hereby expressly
                acknowledges that all provisions of the Employee Handbook are
                applicable to his employment relationship with Employer, except
                to the extent that any such provisions directly conflict with
                any term contained in this Agreement; provided, further, that
                Officer hereby expressly acknowledges that Officer has executed
                Employer's standard Arbitration Agreement which generally
                requires that any dispute under this Agreement will be
                arbitrated. No modifications or amendments of this 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 this Agreement shall not be deemed to constitute the waiver
                of any other breach of the same or any other term or condition.

        e.      CALIFORNIA LAW. This Agreement shall be construed and
                interpreted in accordance with the laws of California, without
                reference to its conflicts of laws principles.

        f.      CONFIDENTIALITY. Officer hereby acknowledges and agrees that
                Employer and its affiliates have developed and own valuable
                information related to their business, personnel and customers,
                including, but not limited to, concepts, ideas, customer lists,
                business lists, business and strategic plans, financial data,
                accounting procedures, secondary marketing and hedging models,
                trade secrets, computer programs and plans, and information
                related to officers, directors, employees and agents. Officer
                hereby agrees that all such information, and all codes,
                concepts, copies and forms relating to such information,
                Employer's plans and intentions with respect thereto, and any
                information provided by Employer or its affiliates to Officer
                with respect to any of the foregoing, shall be considered
                "Confidential Information" for the purpose of this Agreement.
                Officer acknowledges and agrees that all such Confidential
                Information is a valuable asset of Employer, and if developed by
                Officer, is developed by Officer in the course of Officer's
                employment with Employer, and is the sole property of Employer.
                Officer agrees that he will not divulge or otherwise disclose,
                directly or indirectly, any Confidential Information concerning
                the business or policies of Employer or any of its affiliates
                which he may have learned as a result of his employment during
                the



                                       11
<PAGE>

                term of this Agreement or prior thereto as an employee, officer
                or director of or consultant to Employer or any of its
                affiliates, except to the extent such use or disclosure is (i)
                necessary or appropriate to the performance of this Agreement
                and in furtherance of Employer's best interests, (ii) required
                by applicable law or in response to a lawful inquiry from a
                governmental or regulatory authority, (iii) lawfully obtainable
                from other sources, or (iv) authorized by Employer. Furthermore,
                in order to protect the trade secret or confidential information
                of Employer, Officer hereby agrees not to accept any employment
                or engage in any activities competitive with the Employer for a
                period of one year after termination of employment if the loyal
                and complete fulfillment of the duties of the competitive
                employment or activities would inherently call upon Officer to
                reveal or use any of the trade secret or Confidential
                Information of Employer to which Officer had access during
                employment by Employer. The provisions of this subsection shall
                survive the expiration, suspension or termination, for any
                reason, of this Agreement.

        g.      REMEDIES OF EMPLOYER. Officer acknowledges that the services he
                is obligated to render under the provisions of this Agreement
                are of a special, unique, unusual, extraordinary and
                intellectual character, which gives this Agreement peculiar
                value to Employer. The loss of these services cannot be
                reasonably or adequately compensated in damages in an action at
                law and it would be difficult (if not impossible) to replace
                these services. By reason thereof, Officer agrees and consents
                that if he violates any of the material provisions of this
                Agreement, Employer, in addition to any other rights and
                remedies available under this Agreement or under applicable law,
                shall be entitled during the remainder of the term 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 or termination, for any
                reason, of this Agreement.

        h.      SEVERABILITY. If any provision of this Agreement is held invalid
                or unenforceable, the remainder of this Agreement shall
                nevertheless remain in full force and effect, and if any
                provision is held invalid or unenforceable with respect to
                particular circumstances, it shall nevertheless remain in full
                force and effect in all other circumstances.

        i.      NO OBLIGATION TO MITIGATE. Officer shall not be required to
                mitigate the amount of any payment provided for in this
                Agreement by seeking other employment or otherwise and, except
                as provided in Section 5(a) hereof, no payment hereunder shall
                be offset or reduced by the amount of any compensation or
                benefits provided to Officer in any subsequent employment.



                                       12
<PAGE>

        j.      NO SOLICITATION.

                (i)     IN GENERAL. Officer agrees that during employment and
                        for a period of one year after termination of such
                        employment, Officer shall not:

                        (1)     Solicit, or cause to be solicited, any customers
                                of Employer for purposes of promoting or selling
                                any products or services competitive with those
                                of Employer;

                        (2)     Solicit business from, or perform services for,
                                any company or other business entity which at
                                any time during the two year period immediately
                                preceding Officer's termination of employment
                                with Employer was a client of Employer, or its
                                subsidiaries or affiliates; or

                        (3)     Solicit for employment, offer, or cause to be
                                offered, employment, either on a full time, part
                                time, or consulting basis, to any person who was
                                employed by Employer or its subsidiaries or
                                affiliates on the date Officer's employment
                                terminated, unless Officer shall have received
                                the prior written consent of Employer.

                (ii)    CONSIDERATION. The consideration for the foregoing
                        covenants, the sufficiency of which is hereby
                        acknowledged, is Employer's agreement to continue to
                        employ Officer and provide compensation and benefits
                        pursuant to this Agreement, including but not limited to
                        Section 5 (d), (e), and (f).

                (iii)   EQUITABLE RELIEF AND OTHER REMEDIES. Officer
                        acknowledges and agrees that Employer's remedies at law
                        for a breach or threatened breach of any of the
                        provisions of this Section would be inadequate and, in
                        recognition of this fact, Officer agrees that, in the
                        event of such a breach or threatened breach, in addition
                        to any remedies at law, Employer, without posting any
                        bond, shall be entitled to obtain equitable relief in
                        the form of specific performance, a temporary
                        restraining order, a temporary or permanent injunction
                        or any other equitable remedy which may then be
                        available.

                (iv)    REFORMATION. The foregoing No Solicitation provisions
                        are intended to restrict Officer only to the extent
                        permitted by law in the jurisdiction where Officer is
                        then a resident. To the extent the No Solicitation
                        Provisions would otherwise be determined invalid or
                        unenforceable by a Court of competent jurisdiction, such
                        Court shall exercise its discretion in reforming the
                        provisions of this Section to the end that Officer shall
                        be subject to reasonable no solicitation provisions that
                        are enforceable by Employer under the laws of the
                        jurisdiction where Officer is then a resident. If the
                        laws of the state where the Officer is then a resident
                        completely prohibit any form of the foregoing



                                       13
<PAGE>

                        covenants, then Employer and Officer understand and
                        agree that the foregoing covenants are of no effect.

10.     REGULATORY INTERVENTION. Notwithstanding anything in this Agreement to
        the contrary, this Agreement is subject to the following terms and
        conditions:

                (i)     If Officer is suspended and/or temporarily prohibited
                        from participating in the conduct of Employer's affairs
                        by a notice served under Section 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 of the date of service unless stayed by
                        appropriate proceedings. If the charges in the notice
                        are dismissed, Employer shall (x) pay Officer all or
                        part of the compensation 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 from
                        participating in the conduct of Employer's affairs by an
                        order issued under Section 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 shall terminate as of the effective date of
                        the order, but vested rights of the parties shall not be
                        affected.

                (iii)   If Employer is in default (as defined in Section 3(x)(1)
                        of the Federal Deposit Insurance Act (12 U.S.C. 1813
                        (x)(1)), all obligations under this Agreement shall
                        terminate as of the date of default, but any vested
                        rights of Officer shall not be affected.

                (iv)    All obligations under this Agreement shall be
                        terminated, except to the extent determined that
                        continuation of the contract is necessary for the
                        continued operation of Employer, (x) by the Office of
                        Thrift Supervision ("OTS") at the time the Federal
                        Deposit Insurance Corporation ("FDIC") enters into an
                        agreement to provide assistance to or on behalf of
                        Employer under the authority contained in Section 13(c)
                        of the Federal Deposit Insurance Act (12 U.S.C. 1823
                        (c)); or (y) by the OTS at the time the OTS approves a
                        supervisory merger to resolve problems related to
                        operation of Employer or when Employer is determined by
                        the OTS to be in an unsafe or unsound condition. Any
                        rights of Officer that shall have vested under this
                        Agreement shall not be affected by such action.

                (v)     With regard to the provisions of this Section 10(i)
                        through (iv):

                A.      Employer agrees to use its best efforts to oppose any
                        such notice of charges as to which there are reasonable
                        defenses;



                                       14
<PAGE>

                B.      In the event the notice of charges is dismissed or
                        otherwise resolved in a manner that will permit Employer
                        to resume its obligations to pay compensation hereunder,
                        Employer will promptly make such payment hereunder; and

                C.      During the period of suspension, the vested rights of
                        the contracting parties shall not be affected except to
                        the extent precluded by such notice.

                (vi)    Any payments made to Officer by Employer pursuant to
                        this Agreement, or otherwise, are subject to and
                        conditioned upon their compliance with 12 U.S.C. 1828(k)
                        and any regulations promulgated thereunder.



                                       15
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

EMPLOYER



By:
   ----------------------------------------
Name:     Michael W. Perry

Title:    Vice 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 directly from the strength and continuity of the management of
Employer. Accordingly, Bancorp hereby assures and guaranties the full and timely
satisfaction of all monetary and other obligations of Employer to Officer under
the Agreement. This guaranty is a guaranty of payment and not collection. This
guaranty shall continue in full force and effect notwithstanding any future
modifications, extensions or renewals to the Agreement that may be made by
Employer. Bancorp hereby waives any and all suretyship or other similar defenses
that may be available to it with respect to this guaranty to the full extent
permitted by applicable law.


IndyMac Bancorp, Inc.


By:
   ----------------------------------------


   ----------------------------------------
   Michael W. Perry
   Vice Chairman & Chief Executive Officer


Date:
     --------------------------------------




                                       16
<PAGE>
                                   APPENDIX A
                                  PROFIT CENTER
                              ANNUAL INCENTIVE PLAN


<TABLE>
<S>                                         <C>                         <C>
Officer Name:                               Blair Abernathy
Annual Base Rate for 2002:                  $375,000                    Annual Grant of Stock Options:
Target Annual Bonus for 2002:               $225,000                    25% of Total Comp  (# of shares to be
Target Quarterly Bonus for 2002:            $0                          calculated by dividing Total Comp by
                                                                        Black Scholes Value of Options)
</TABLE>


Annual or Quarterly Incentive Awards:

    Officer shall be eligible for an Annual or Quarterly Incentive Awards (as
    applicable), which shall be comprised of the following components:

        1. Business Metrics
        2. Group P&L (Wrap)
        3. Earnings Per Share (Wrap) N/A
        4. Safety and Soundness, Compliance, Internal Audit and Internal
           Controls (Wrap)
        5. Subjective Assessment (Wrap)

    These components shall be measured as follows: Measurement of Components
    Intentionally Omitted.


</TEXT>
</DOCUMENT>
