INDYMAC BANCORP INC
EXHIBIT 10.1
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>a00497exv10w1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.1

                              INDYMAC BANCORP, INC.

                         AMENDED DIRECTOR EMERITUS PLAN

THIS AMENDED DIRECTOR EMERITUS PLAN ("Plan") has been adopted by the board of
directors (the "Board") of IndyMac Bancorp, Inc. (the "Company") effective as of
April 27, 2004 and supersedes in its entirety the Director Emeritus Plan adopted
by the Board effective as of April 30, 2003.

                                    RECITALS

A. The Company desires to provide certain retirement benefits to members of the
Board and of the board of directors of the Company's principal subsidiary,
IndyMac Bank, F.S.B. (the "Bank") who are not, and who have not been, employees
of the Company or any of its subsidiaries and who are selected by the Board to
participate in this Plan.

B. The Company previously maintained a Director's Retirement Plan, adopted by
the Board effective as of July 1, 1995 (the "Prior Plan"), and certain retired
directors of the Company (the "Prior Plan Participants") are currently receiving
benefits under the Prior Plan. The Prior Plan was previously terminated by the
Board, except with respect to (i) the Prior Plan Participants, who shall
continue to be entitled to receive the benefits to which they are entitled under
the Prior Plan and any agreement with the Company related thereto, and (ii) any
director of the Company who is not, and who has not been, an employee of the
Company or any of its subsidiaries, and who has served as a director of the
Company for 10 or more years as of April 30, 2003, who, in view of the length of
service on the Board, shall remain eligible to receive benefits under the Prior
Plan in accordance with its terms, and not under this Plan, upon retirement from
the Board.

                                 PLAN PROVISIONS

      Section 1. Plan Participants.

1.1              Eligibility. The persons eligible to participate in and receive
      payments under this Plan (referred to in this Plan as "Participants")
      shall be those members of the Board or of the board of directors of the
      Bank who are selected by the Board in its sole discretion and who as of
      their retirement from service as a director of the Company or the Bank are
      not, and have not previously been, an employee of the Company or any of
      its subsidiaries. Persons who are selected by the Board for this purpose
      must, as a further condition to becoming a Participant in this Plan,
      execute and deliver to the Company a Participant Agreement in the form
      attached as Attachment 1 to this Plan.

      Section 2. Benefits.

2.1              Amounts Payable. A Participant shall be entitled to receive an
      annual benefit payment in the amount determined as provided below for the
      number of calendar years following the Participant's retirement from
      service as a director that equals the

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      Participant's years of service as a director or until the Participant's
      earlier death. If the Participant has not received five such annual
      payments as of the date of his or her death, the remaining payments up to
      five such payments (including payments received by the Participant prior
      to his or her death) shall be made to the beneficiary designated for that
      purpose by the Participant in the applicable Participant Agreement or, if
      no such designation by the Participant is then in effect, then to the
      person or persons determined in accordance with the will of the
      Participant or, if applicable, the laws of intestate succession. As used
      in this Plan, the term "year of service" means service as a director of
      the Company or the Bank for a period of 12 consecutive calendar months.
      Absent a Change in Control (see Section 2.3), the amount of the annual
      payment which a Participant shall be entitled to receive shall be equal to
      the following percentage of the average of the annual cash compensation,
      including annual retainer, meeting, committee and committee chairman fees
      ("Annual Cash Compensation"), paid to the Participant for his or her
      service as a director of the Company or of the Bank during the last 36
      months preceding the Participant's retirement from such service:

<TABLE>
<CAPTION>
                  YEARS OF SERVICE                               PERCENTAGE
                  ----------------                               ----------
<S>                                              <C>
Less than 7 years                                0%

7 years                                          45%

> 7 years and < 10 Years                         45% plus a pro rata amount of .69% for each
                                                 month above 7 years

10 years                                         70%

> 10 years and < 15 years                        70% plus a pro rata amount of .45% for each
                                                 month above 10 years

15 years or more or the attainment of 75         95%
years of age and 10 years of service
</TABLE>

As an example of the above calculation, a person who had eight years of service
as a director of the Company or of the Bank and whose average Annual Cash
Compensation for such service was $100,000, would, if selected by the Board to
become a Participant in this Plan upon his or her retirement from service as a
director, be entitled to receive eight annual cash payments in the amount of
$53,280 each ($100,000 x 53.28%). If that Participant dies before having
received five of such annual payments, the remaining payments up to a total of
five (including the payments actually received by the Participant) will be made
to the beneficiary designated by the Participant or, if no beneficiary
designation is then in effect, such payments will be made to the person or
persons specified in the Participant's will or by the applicable laws relating
to intestate succession. If the Participant dies after having received five or
more of such annual payments, then no further amounts will be payable with
respect to the Participant under this Plan.

2.2              Method and Time of Payment. The annual benefits payable to
      Participants under this Plan shall be paid in a single annual cash payment
      to each Participant on such date

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      each year as shall be selected by the Committee referred to in Section 3.1
      of this Plan and communicated to the Participant in connection with his or
      her retirement as a director. The first such payment shall be made as soon
      as reasonably practicable following the Participant's retirement from
      service as a director of the Company or the Bank. The annual payment date
      selected by the Committee may be changed prospectively by written notice
      to the Participant.

2.3              Change in Control.

(a)   In the event of a Change in Control of the Company, each person who is
      then a director of the Company or of the Bank shall become entitled, with
      no requirement to sign the Participant Agreement, to receive payment of an
      amount equal to (A) the number of years the director has served as a
      director of the Company or of the Bank, multiplied by (B) the percentage
      of the average of the Annual Cash Compensation that would be applicable
      with respect to the director pursuant to Section 2.1 above if the director
      retired from service as a director of the Company or the Bank and became a
      Participant under this Plan as of the date that such Change in Control
      occurs, multiplied by the average Annual Cash Compensation paid to the
      Participant for his or her service as a director of the Company or of the
      Bank during the last 36 months preceding the Change in Control. If such
      director has less than seven years of such service, then such director
      shall be entitled to receive payment of an amount equal to (A) the number
      of months the director has served as a director of the Company or of the
      Bank, divided by 12, then multiplied by 45% of the average of the Annual
      Cash Compensation paid to such director during the 36 months preceding
      that date (or during his or her period of service as a director if less
      than 36 months). As an example of the above calculation, a person with two
      years, four months of service, upon a Change in Control, and average
      Annual Cash Compensation of $100,000, would be entitled to receive a lump
      sum payment of $105,000 (45% of $100,000, multiplied by 28/12). In
      addition, each Participant who is then entitled to receive payments under
      this Plan shall become entitled upon a Change in Control to payment of an
      amount equal to the aggregate of the remaining payments which the
      Participant is then entitled to receive under this Plan. The payments
      provided for in this paragraph upon a Change in Control shall be in lieu
      of any other payments under this Plan.

(b)   The amounts payable pursuant to paragraph (a) above shall be paid in a
      lump sum to each person entitled thereto at such time as shall be
      determined by the persons who comprise the Board prior to the Change in
      Control.

(c)   As used in this Plan, the term "Change in Control" shall have the meaning
      given to such term in the Company's 2002 Incentive Plan, or any successor
      plan selected by the Board for this purpose, as the same may be amended
      from time to time.

2.4              Tax Withholding. The Company shall have the right to withhold
      from the amounts otherwise payable under this Plan all such amounts as the
      Company shall in good faith determine are required to be withheld pursuant
      to applicable federal, state and other tax

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      laws. If Participant is not subject to withholding, Participant shall be
      solely responsible for the payment of applicable federal, state and other
      taxes.

      Section 3. Administration; Amendment and Termination.

3.1              Administration. This Plan shall be administered by the
      Nominating and Governance Committee of the Board or such other committee
      as may be designed by the Board (the "Committee"). The Committee shall
      have full authority to interpret the provisions of this Plan and the
      determinations of the Committee with respect thereto shall be final and
      binding. No director, officer, employee or advisor to or agent of the
      Company shall be liable to any person for any action taken or omitted to
      be taken, or for any recommendation or advice given, in connection with
      the administration and interpretation of this Plan in good faith. No
      member of the Board or the Committee shall vote upon, or take any role in
      resolving, any question relating solely to his or her personal benefit
      under this Plan.

3.2              Amendment and Termination. The Company, acting through the
      Board, may amend this Plan in any respect and may terminate this Plan at
      any time; provided, however, that no such amendment or termination shall
      operate to reduce or eliminate the payments that any Participant who is
      then eligible to receive payments under this Plan would otherwise receive
      hereunder.

      Section 4. Miscellaneous.

4.1              Governing Law. This Plan shall be governed by and construed in
      accordance with the laws of the State of California without reference to
      the conflict of laws provisions or principles thereof.

4.2              Coordination with Other Benefits. The benefits provided to a
      Participant under this Plan are intended to be in addition to any other
      benefits available to the Participant under any other plan, program or
      agreement that the Company or any of its subsidiaries may provide to such
      Participant.

4.3              Captions. The captions used in this Plan are for convenience of
      reference only and shall not control or affect the meaning or
      interpretation of any of the provisions of this Plan.

4.4              Benefits Not Assignable. None of the rights of a Participant
      under this Plan may be sold, transferred, assigned, anticipated, pledged,
      mortgaged or otherwise encumbered or conveyed in advance of actual
      receipt, except that the same may be transferred by will or the laws of
      descent and distribution in the event of the death of a Participant or the
      death of any such transferee from a Participant. In addition to, and not
      in limitation of, the foregoing, no part of the amounts payable under this
      Plan shall, prior to actual payment, be subject to seizure or
      sequestration for the payment of any debts, judgments, alimony or separate
      maintenance owed by a Participant or any other person, nor shall the same
      be transferable by operation of law in the event of a Participant's or any
      other person's bankruptcy or insolvency.

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4.5              General Creditor Obligations; Not Subject to ERISA. The
      obligations of the Company to make payments to any Participant under this
      Plan shall be unsecured and unfunded general creditor obligations of the
      Company. No Participant shall under any circumstances be deemed to acquire
      any property interest in any specific assets of the Company or any of its
      subsidiaries. This Plan is not intended to and shall not be administered
      or governed in any respect by the Employee Retirement Income Security Act
      of 1974, as amended.

4.6              No Right to Continue as Director. Nothing contained in this
      Plan shall be construed as conferring upon any person any right to
      continue as a director of the Company or the Bank.

4.7              Successors. This Plan shall be binding upon the Company and its
      successors and assigns, including, without limitation, the surviving
      entity in any merger or consolidation of this Company with any other
      entity and upon any purchaser of all or substantially all of the assets of
      the Company.

4.8              Severability. If any provision of this Plan shall be held by a
      court of competent jurisdiction to be invalid or unenforceable for any
      reason, the remaining provisions of this Plan shall nonetheless remain
      valid and enforceable in accordance with their terms.

                                      * * *

<PAGE>

                                  Attachment 1

                              Participant Agreement

THIS PARTICIPANT AGREEMENT ("Agreement") is entered into between [name of
Participant] ("Participant") and IndyMac Bancorp, Inc., a Delaware corporation
(the "Company").

                                    RECITALS

Participant has been selected by the board of directors of the Company to
receive director retirement payments under the Amended Director Emeritus Plan
adopted effective as of April 27, 2004, by the board of directors of the Company
(the "Plan"). Entry into this Agreement is a condition of becoming a Participant
under and receiving payments under the Plan.

THEREFORE, the parties hereto agree as follows:

      1. Plan Benefits. The benefits payable to the Participant under the Plan
shall consist of ___ annual payments of $_________ each, subject to the
provisions of the Plan and of this Agreement.

      2. Noncompetition Agreement. As a condition to Participant's right to
receive payments under the Plan, Participant agrees that Participant will not
during the period that Participant is entitled to receive such payments
(including for this purpose the full calendar year in which Participant receives
the last of such payments), directly or indirectly, perform services for, serve
as a director, consultant or other advisor of, engage in any business with, or
have any equity interest (other than ownership of less than 5% of the
outstanding stock of a publicly traded corporation) in any business entity that
is substantially engaged in mortgage banking activities relating to single
family residential loans, consumer banking business or any other business in
which the Company is substantially engaged as of the date of the retirement of
Participant from the board of directors of the Company or of any of its
subsidiaries in any geographic market in which the Company is then so engaged.
If Participant engages in any business activity in competition with the Company
as described in the preceding sentence, the Company shall be relieved of any
further obligation to make payments to Participant under the Plan.

      3. Confidentiality Agreement. Except as required by order of a court or
administrative agency of competent jurisdiction, and except to the extent
authorized by the Company, Participant shall maintain in confidence all
non-public information concerning the Company, its subsidiaries and their
respective businesses which Participant has acquired or has become aware of in
connection with his service as a director of the Company or of any of its
subsidiaries or in connection with any consultations that Participant may have
with the Company during the period Participant is receiving any payments
pursuant to the Plan. Participant further agrees not to use any such non-public
information for any purpose other than the business of the Company. If any court
or administrative agency seeks to require Participant to disclose any of such
non-public information, Participant shall, at the Company's sole expense, take
such reasonable steps as Participant may deem appropriate to avoid or defer such
disclosure until the Company has had an opportunity to respond to such court or
administrative agency. Without

<PAGE>

limiting the right of the Company to seek any other legal or equitable remedy to
which the Company may be entitled, in the event Participant breaches the
confidentiality agreements set forth herein the Company shall be relieved of any
further obligation to make payments to Participant under the Plan.

      4. Beneficiary Designation. The Participant hereby designates the person
whose name and address appears following the signature of the Participant below
to receive any payments that are payable under the Plan following the death of
the Participant. The Participant may change such designation by delivery of
written notice that such change to the Company, which notice shall only be
effective as provided in Section 5 below.

      5. Notices. Any notice required or permitted to be given under the Plan or
this Agreement shall be in writing and shall be deemed to have been given on the
date of delivery if delivered in person or by a commercial messenger service, or
on the fifth day after mailing by United States mail, registered or certified,
postage prepaid and properly addressed, as follows:

                  Participant:                   Company:

                                                 IndyMac Bancorp, Inc.
                                                 155 North Lake Avenue
                                                 Pasadena, California 91101
                                                 Attention: General Counsel

      6. Amendments. No amendment of this Agreement shall be effective unless
such amendment is set forth in a written document that is signed by both parties
hereto.

      7. Waiver. No waiver of any provision of this Agreement or of the rights
and obligations of the parties hereto pursuant to this Agreement or the Plan
shall be effective unless such waiver is set forth in a written document that is
signed by the party giving such waiver. Any such waiver shall be effective only
in the specific instance and for the specific purpose stated in such writing.

      8. Severability. If any term or provision of this Agreement shall be
deemed to be invalid or unenforceable for any reason, the remainder of this
Agreement shall nonetheless remain valid and enforceable in accordance with its
terms.

      9. Captions. The captions used in this Agreement are included for
convenience of reference only and shall not control or affect the meaning or
interpretation of any of the provisions of this Agreement.

      10. Entire Agreement. This Agreement, together with the Plan, sets forth
the complete and final agreement of the Company and Participant relating the
subject matter hereof.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
_______________, _____.

Participant                          IndyMac Bancorp, Inc.

_______________________________      by:_____________________________________
     [Name of Participant]               [Name and title of signing officer]

Name,  Address  and Social Security Number
of Beneficiary:

______________________________
______________________________

______________________________
______________________________

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