Common use of Stock Options and Restricted Stock Clause in Contracts

Stock Options and Restricted Stock. 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, if any, shall be comparable to the number of shares granted to officers of Employer at a level similar to Officer’s level. The stock options and/or restricted stock herein described shall be granted at the same time as the Public Company grants stock options and/or restricted stock to its other officers. All stock options and restricted stock granted herein: (i) shall be granted pursuant to the Public Company’s current stock option plan, or such other stock option plan or plans as may come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this Agreement, and (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. The effect of Officer’s termination on the vesting of any stock options or restricted stock granted under this Agreement is described in Section 5.2. In the event that 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 twelve (12) months. In the event that 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 six (6) months. In the event that 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 three (3) months.

Stock Options and Restricted Stock. During Beginning with the 1999 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”), Employer may grant to Officer stock options and/or restricted stock for such number of shares of the Public Company’s Employer'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 's and the Public Company’s Employer'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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein described in this Section 4(c) in respect of a Fiscal Year shall be granted at the same time as the Public Company Employer grants stock options and/or restricted stock to its other officersofficers in respect of such Fiscal Year. For 1999 Fiscal Year, Employer will grant Officer 20,000 stock options. All stock options and restricted stock granted herein: in accordance with this Section 4(c): (i) shall be granted pursuant to the Public Company’s Employer'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 have a per share exercise price equal to the fair market value (as defined in the current Plan or such other plan or plans) of the common stock at the time of grant, (iii) shall become exercisable in three equal installments on each of the first three anniversaries of the date of grant, (iv) shall become immediately and fully exercisable in the event of a Change in Control (as defined in Appendix B) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as defined in Section 5(c)), and (v) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement evidencing the award. All restricted stock granted in accordance with this Section 4(c): (i) shall be granted pursuant to Employer's current stock option plan, or such other stock option plan or plans as may be in effect or come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee Committee, ( iii) shall become immediately and fully vested in the event of a Change in Control (as defined in Appendix B) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as otherwise set forth defined in Section 5(c)), provided, however, that with respect to a termination by Employer other than for Cause (as defined in Section 5(c)), restricted stock granted in accordance with this AgreementSection 4(c) shall become immediately and fully vested only to the extent that such restricted stock would, under the terms of such restricted stock, vest within twelve (12) months of such termination, and (iiiiv) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement or other document evidencing the award. The effect of Officer’s termination on Notwithstanding the vesting of any stock options or restricted stock granted under this Agreement is described foregoing, in Section 5.2. In the event that vested options held Officer's employment is terminated by Employer other than for Cause (as defined in Section 5(c)) and the Board of Directors of Employer determines, in its sole and absolute discretion, that the Officer immediately after such termination represent shares of common stock in an amount equal to or greater than 500,000is performing "seriously below expectations" (as defined below), then the maximum period Board of Directors of the Employer may determine, in its sole and absolute discretion, that the provisions set forth in subsections (iv) and (iii) of the preceding two sentences, respectively, shall not apply. For purposes of this provision, Officer's performance shall be deemed to be "seriously below expectations" if (i) in the case of an Officer who is a profit center manager, Officer has failed to meet at least 50% of the volume and cost control goals set forth in Appendix A hereto for the exercise applicable Fiscal Year, and (ii) in the case of any options shall be twelve an Officer who is a cost center manager, Officer has failed to meet (12x) months. In the top two Goals and Objectives of Officer set forth in Appendix A hereto for the applicable Fiscal Year and (y) at least 50% of the cost control goals set forth in Appendix A hereto for the applicable Fiscal Year; provided, however, that the Board of Directors of Employer will consider allowances to the foregoing in the event that vested options held by Officer immediately after such termination represent shares of common stock in an amount equal Employer takes action that impedes Officer's ability to meet the foregoing goals (e.g., the Employer discontinues a business or greater than 100,000 but less than 500,000, then the maximum period for the exercise of any options shall be six (6) monthsproduct line). In the event that 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 three (3) months.----

Stock Options and Restricted Stock. During The Company has reserved 54,091,012 shares of Company Common Stock for issuance under the term Company Option Plan, of which options to purchase 47,399,878 shares of Company Common Stock are currently outstanding and 745,756 shares of Company Common Stock have been issued upon the exercise of Company Options granted by the Company under the Company Option Plan and 1,937,786 shares of restricted Company Common Stock have been awarded under the Company Option Plan as of the date of this Agreement. Part ‎2.3(b) of the Disclosure Schedule accurately sets forth, Employer’s public company affiliate, IndyMac Bancorp, Inc., with respect to each Company Option that is outstanding as of the date of this Agreement and each Company Restricted Stock Award: (i) the name of the holder of such Company Option or any successor public company Company Restricted Stock Award; (“Public Company”), may grant to Officer stock options and/or restricted stock for such ii) the total 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 Common Stock that are subject to such Company Option or Company Restricted Stock Award 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 of Company Common Stock with respect of each annual stock option and/or restricted stock grant, if any, to which such Company Option is immediately exercisable or with respect to which such Company Restricted Stock Award is fully vested; (iii) the date on which such Company Option or Company Restricted Stock Award was granted and the term thereof; (iv) the vesting schedule for such Company Option or Company Restricted Stock Award and whether the vesting thereof shall be comparable subject to any acceleration in connection with the number Mergers or any of shares granted to officers of Employer at a level similar to Officer’s level. The stock options and/or restricted stock herein described shall be granted at the same time as the Public Company grants stock options and/or restricted stock to its other officers. All stock options and restricted stock granted herein: (i) shall be granted pursuant to the Public Company’s current stock option plan, or such other stock option plan or plans as may come into effect during the term of transactions contemplated by this Agreement; (v) the exercise price per share of Company Common Stock purchasable under such Company Option and (vi) whether such Company Option is intended to qualify as an “incentive stock option” as defined in Section 422 of the Code or is intended to be subject to Section 409A of the Code. Each grant of a Company Option and each Company Restricted Stock Award was duly authorized no later than the date on which the grant of such Company Option or Company Restricted Stock Award was by its terms to be effective (the “Grant Date”) by all necessary corporate action, (ii) shall be priced and shall vest each such grant was made in accordance with the terms set by of the Compensation Committee applicable compensation plan or arrangement of the Company and the per share exercise price of each Company Option was no less than the fair market value of a share of Company Common Stock, as otherwise set forth determined in this Agreementgood faith reliance on a reasonable valuation method, and (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. The effect of Officer’s termination on the vesting of any stock options or restricted stock granted under this Agreement is described in Section 5.2. In the event that 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 twelve (12) months. In the event that 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 six (6) months. In the event that 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 three (3) monthsapplicable Grant Date.

Stock Options and Restricted Stock. 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, if any, shall be comparable granted according to the number Public Company’s annual equity incentive plan and the management of shares granted to officers of Employer at a level similar to the plan for Officer’s of a similar level, as of the time of the grant. The stock options and/or restricted stock herein described shall be granted at the same time as the Public Company grants stock options and/or restricted stock to its other officers. All stock options and restricted stock granted herein: (i) shall be granted pursuant to the Public Company’s current stock option plan, or such other stock option plan or plans as may come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this Agreement, and (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. The effect of Officer’s termination on the vesting of any stock options or restricted stock granted under this Agreement is described in Section 5.2. In the event that 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 twelve (12) months. In the event that 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 six (6) months. In the event that 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 three (3) months.

Stock Options and Restricted Stock. During Beginning with the 2001 Fiscal Year and in respect of each of the following Fiscal Years during the term of this Agreement, Employer’s '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 '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 's and the Public Company’s '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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein 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 officersofficers 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 2000 Stock Option Plan except as may be expressly provided otherwise in this Agreement. All stock options and restricted stock granted herein: in accordance with this Section 4(d): (i) shall be granted pursuant to the Public Company’s 's current stock option plan, or such other stock option ption plan or plans as may be or come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (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. The effect of , (iv) in the event that Officer’s termination on 's employment is terminated due to death or Disability, shall, if then unvested, become immediately and fully vested, (v) in the vesting of any 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)), shall, if not then vested, become immediately and fully vested only to the extent that such restricted stock or stock options or would, under the terms of such restricted stock or stock options, vest within one (1) year of such termination. All stock options granted under in accordance with this Agreement is described 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 5.25(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 that 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 twelve (12) 12 months. In the event that 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 six (6) 6 months. In the event that 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 three 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 (3whether previously granted hereunder or otherwise) monthsmay 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.

Stock Options and Restricted Stock. During 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, if any, grant shall be comparable to 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 herein 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 officersofficers 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 herein: 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 shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (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. The effect of , (iv) in the event that Officer’s termination on employment is terminated due to death or Disability, shall, if then unvested, become immediately and fully vested, (v) in the vesting of any 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)), shall, if not then vested, become immediately and fully vested only to the extent that such restricted stock or stock options or would, under the terms of such restricted stock or stock options, vest within one (1) year of such termination. All stock options granted under in accordance with this Agreement is described 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 5.25(e)), to exercise such options for a period of between 3 months and 12 months after such termination as provide hereinafter (but in no event later than their expiration date). In the event that 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 twelve (12) 12 months. In the event that 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 six (6) 6 months. In the event that 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 three 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 (3whether previously granted hereunder or otherwise) monthsmay 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.

Stock Options and Restricted Stock. During Beginning with the 2000 Fiscal Year and in respect of each of the following Fiscal Years during the term of this Agreement, Employer’s 's public company affiliate, IndyMac BancorpMortgage - Holdings, 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 '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 's and the Public Company’s '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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein 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 officersofficers 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 2000 Stock Option Plan except as may be expressly provided otherwise in this Agreement. All stock options and restricted stock granted herein: in accordance with this Section 4(d): (i) shall be granted pursuant to the Public Company’s '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 shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (iii) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set 4 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)), 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. The effect 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 termination on 's employment, the vesting of Compensation Committee may, in its sole and absolute discretion, cancel any outstanding, but unvested stock options or restricted stock that were previously granted under this Agreement is described in Section 5.2to 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 held 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 Officer immediately after the Chief Executive Officer, which terms and conditions may differ from those in this Agreement for comparable compensation, provided such termination represent shares 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 common the stock in an amount equal options and restricted stock to or greater than 500,000be replaced and the value of the replacement compensation, then the maximum period for the exercise of any options and such firm's final valuation shall be twelve (12) months. In the event that vested options held accepted 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 six (6) months. In the event that 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 three (3) monthsboth parties.

Stock Options and Restricted Stock. During the term Upon your acceptance of this Agreementoffer of employment and with a grant date effective as of your first date of employment hereunder, Employer’s public company affiliate, IndyMac Bancorp, Inc., or any successor public company you will be granted a non-qualified stock option (the “Public CompanyStock Option”) to purchase 500,000 shares of the Common Stock of the Company (the “Common Stock”). All Stock Options granted to you will be granted under the applicable Company Stock Option Plan (the “Stock Option Plan”), may and will be subject to the terms of the Company’s form of stock option agreement as adopted by the Committee (the “Stock Option Agreement”). These Stock Options will expire ten (10) years from the grant date (subject to Officer stock options and/or earlier termination as provided in the Stock Option Agreement and the Stock Option Plan) and will have an exercise price equal to the closing sales price of the Common Stock on the New York Stock Exchange on your first day of employment. The Stock Options will vest at the rate of 1/2 of the shares covered thereby on the second anniversary of the grant date and 1/4 of the shares covered thereby on each of the third and fourth anniversaries of the grant date. In addition, as of your first date of employment, you will be granted 60,000 restricted stock for such number of shares of Common Stock (the Public Company’s common stock as “Restricted Shares”) which will vest and become non-forfeitable on the Compensation Committee third anniversary 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 optionsgrant date. Subject to the foregoing, it is anticipated that the number of shares in respect of each annual stock option and/or restricted stock grant, if any, shall be comparable to the number of shares The Restricted Shares granted to officers of Employer at a level similar to Officer’s level. The stock options and/or restricted stock herein described shall you will be granted at under the same time as the Public Company grants stock options and/or restricted stock to its other officers. All stock options and restricted stock granted herein: (i) shall be granted pursuant to the Public Company’s current stock option planapplicable Health Net, or such other stock option plan or plans as may come into effect during the term of this Agreement, (ii) shall be priced and shall vest Inc. Stock Option Plan in accordance with and subject to the terms set of the Company’s form Restricted Stock Agreement as adopted by the Compensation Committee or as otherwise set forth in this AgreementCommittee. In the event you should leave the employ of the Company, and (iii) all unvested Restricted Shares shall be subject to such other reasonable terms and conditions as may be determined by the Compensation Committee and forfeited. As set forth in the agreement or other document evidencing applicable Stock Option Plans and in the award. The effect of Officer’s termination on Stock Option Agreement and Restricted Stock Agreement used by the Company, vesting of any stock options or restricted stock granted under this Agreement your Stock Options and the Restricted Shares may be accelerated upon the consummation of certain “Change in Control” transactions (as defined in such documents) subject to the terms and conditions of such documents. Please note that the definition of “Change in Control” contained in these documents is described different in various respects from the definition set forth in Section 5.210(d) below. In the event that 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 inconsistency with this Agreement, the terms of the Stock Option Agreement, the Restricted Stock Agreement and the Stock Option Plan shall be twelve (12) monthscontrol. In Any future Stock Option and/or Restricted Share grants to you are at the event that vested options held by Officer immediately after such termination represent shares discretion 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 six (6) months. In the event that 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 three (3) monthsCommittee.

Stock Options and Restricted Stock. During the term Upon your acceptance of this Agreementpromotion and with a grant date effective as of your promotion date hereunder, Employer’s public company affiliate, IndyMac Bancorp, Inc., or any successor public company you will be granted a non-qualified stock option (the “Public CompanyStock Option”) to purchase 50,000 shares of the Common Stock of the Company (the “Common Stock”). All Stock Options granted to you will be granted under the applicable Company Stock Option Plan (the “Stock Option Plan”), may and will be subject to the terms of the Company’s form of stock option agreement as adopted by the Committee (the “Stock Option Agreement”). These Stock Options will expire ten (10) years from the grant date (subject to Officer stock options and/or earlier termination as provided in the Stock Option Agreement and the Stock Option Plan) and will have an exercise price equal to the closing sales price of the Common Stock on the New York Stock Exchange on your promotion date. The Stock Options will vest at the rate of 1/4th of the shares covered thereby of the first through fourth anniversaries of the grant date. In addition, as of your promotion date, you will be granted 25,000 restricted stock for such number of shares of Common Stock (the Public Company’s common stock “Restricted Shares”) which will vest as the Compensation Committee follows: 50% of the Board shares (12,500) will vest upon your achievement of Directors specific 2005 plan year performance goals as determined by the Company and 50% of the Public Company shares (“Compensation Committee”12,500) in its sole discretion determines, taking into account Officer’s and will vest upon your achievement of specific 2006 plan year performance goals as determined by 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, if any, shall be comparable to the number of shares The Restricted Shares granted to officers of Employer at a level similar to Officer’s level. The stock options and/or restricted stock herein described shall you will be granted at under the same time as the Public Company grants stock options and/or restricted stock to its other officers. All stock options and restricted stock granted herein: (i) shall be granted pursuant to the Public Company’s current stock option planapplicable Health Net, or such other stock option plan or plans as may come into effect during the term of this Agreement, (ii) shall be priced and shall vest Inc. Stock Option Plan in accordance with and subject to the terms set of the Company’s form Restricted Stock Agreement as adopted by the Compensation Committee or as otherwise set forth in this AgreementCommittee. In the event you should leave the employ of the Company, and (iii) all unvested Restricted Shares shall be subject to such other reasonable terms and conditions as may be determined by the Compensation Committee and forfeited. As set forth in the agreement or other document evidencing applicable Stock Option Plans and in the award. The effect of Officer’s termination on Stock Option Agreement and Restricted Stock Agreement used by the Company, vesting of any stock options or restricted stock granted under this Agreement your Stock Options and the Restricted Shares may be accelerated upon the consummation of certain “Change in Control” transactions (as defined in such documents) subject to the terms and conditions of such documents. Please note that the definition of “Change in Control” contained in these documents is described different in various respects from the definition set forth in Section 5.28(d) below. In the event that 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 inconsistency with this Agreement, the terms of the Stock Option Agreement, the Restricted Stock Agreement and the Stock Option Plan shall be twelve (12) monthscontrol. In Any future Stock Option and/or Restricted Share grants to you are at the event that vested options held by Officer immediately after such termination represent shares discretion 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 six (6) months. In the event that 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 three (3) monthsCommittee.

Stock Options and Restricted Stock. During As soon as practicable after the date first written above, Employer shall grant to Officer a stock option in respect of 200,000 shares of the Employer's common stock, such option to become exercisable as to 66,667 shares, 66,666 shares and 66,667 shares on each of the first three (3) anniversaries of the date of grant. Beginning with the 1997 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”), Employer may also grant to Officer stock options and/or restricted stock for such number of shares of the Public Company’s Employer'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 's and the Public Company’s Employer's performance and the competitive practices then prevailing regarding the granting of stock optionsoptions and restricted stock. Subject to the foregoing, it is anticipated that the number of shares in respect of each annual stock option and/or restricted stock grant, if any, grant shall be comparable to between 100,000 and 150,000, with the annual grant normally targeted at 125,000 shares for "good performance," as determined by the Compensation Committee; provided that the Compensation Committee may increase the number of shares granted in respect of any annual stock option or restricted stock grant according to officers the recommendation of the Chief Executive Officer of Employer at a level similar to Officer’s leveland/or any qualified outside consultant retained by Employer for the purpose of evaluating executive compensation. The stock options and/or restricted stock herein described in this Section 4(c) in respect of a Fiscal Year shall be granted at the same time as the Public Company Employer grants stock options and/or restricted stock to its other officerssenior executives in respect of such Fiscal Year. All stock options and restricted stock granted herein: in accordance with this Section 4(c): (i) shall be granted pursuant to the Public Company’s Employer'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 have a per share exercise price equal to the fair market value (as defined in the current Plan or such other plan or plans) of the common stock at the time of grant, (iii) shall become exercisable in three equal installments on each of the first three anniversaries of the date of grant, (iv) shall become immediately and fully exercisable in the event of a Change in Control (as defined in Appendix B) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as defined in Section 5(c)), and (v) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement evidencing the award. All restricted stock granted in accordance with this Section 4(c): (i) shall be granted pursuant to Employer's current stock option plan, or such other stock option plan or plans as may be in effect or come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee Committee, (iii) shall become immediately and fully vested in the event of a Change in Control (as defined in Appendix B) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as otherwise set forth defined in this AgreementSection 5(c)), and (iiiiv) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement Agreement or other document evidencing the award. The effect of Officer’s termination on the vesting of any stock options or restricted stock granted under this Agreement is described in Section 5.2. In the event that 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 twelve (12) months. In the event that 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 six (6) months. In the event that 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 three (3) months."

Stock Options and Restricted Stock. During Beginning with the 2003 Fiscal Year and in respect of each of the following Fiscal Years during the term of this Agreement, Employer’s '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 '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 's and the Public Company’s '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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein 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 officersofficers 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 herein: in accordance with this Section 4(d): (i) shall be granted pursuant to the Public Company’s '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 shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (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. The effect of , (iv) in the event that Officer’s termination on 's employment is terminated due to death or Disability, shall, if then unvested, become immediately and fully vested, (v) in the vesting of any 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)), shall, if not then vested, become immediately and fully vested only to the extent that such restricted stock or stock options or would, under the terms of such restricted stock or stock options, vest within one (1) year of such termination. All stock options granted under in accordance with this Agreement is described 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 5.25(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 that 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 twelve (12) 12 months. In the event that 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 six (6) 6 months. In the event that 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 three 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 (3whether previously granted hereunder or otherwise) monthsmay 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.

Stock Options and Restricted Stock. During As soon as practicable after the date first written above, Holdings shall grant to Officer a stock option in respect of 40,000 shares of the Employer's common stock, such option to become exercisable as to 13,333 shares, 13,333 shares and 13,334 shares on each of the first three (3) anniversaries of the date of grant. Beginning with the 1998 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”), Holdings may also grant to Officer stock options and/or restricted stock for such number of shares of the Public Company’s Employer'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 's and the Public Company’s Holdings' performance and the competitive practices then prevailing regarding the granting of stock optionsoptions and restricted stock. Subject to the foregoing, it is anticipated that the number of shares in respect of each annual stock option and/or restricted stock grant, if any, grant shall be comparable to between 25,000 and 75,000, with the number annual grant targeted at 50,000 shares for the 1998 Fiscal Year, and increasing thereafter assuming "good performance," as determined by Employer's President and Chief Operating Officer and consistent performance of shares granted to officers Holdings in meeting earnings per share goals as set by the President and Chief Operating Officer and Holdings' Board of Employer at a level similar to Officer’s levelDirectors. The stock options and/or restricted stock herein described in this Section 4(c) in respect of a Fiscal Year shall be granted at the same time as the Public Company Holdings grants stock options and/or restricted stock to its other officerssenior executives in respect of such Fiscal Year. All stock options and restricted stock granted herein: in accordance with this Section 4(c): (i) shall be granted pursuant to the Public Company’s Holdings' 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 have a per share exercise price equal to the fair market value (as defined in the current Plan or such other plan or plans) of the common stock at the time of grant, (iii) shall become exercisable in three equal installments on each of the first three anniversaries of the date of grant, (iv) shall become immediately and fully exercisable in the event of a Change in Control (as defined in Appendix C) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as defined in Section 5(c)), or in the event that this Agreement terminates according to its terms (as provided in section 5(g)), and (v) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement evidencing the award. All restricted stock granted in accordance with this Section 4(c): (i) shall be granted pursuant to Employer's current stock option plan, or such other stock option plan or plans as may be in effect or come into effect during the term of this Agreement, (ii) shall be priced and shall vest in accordance with the terms set by the Compensation Committee Committee, (iii) shall become immediately and fully vested in the event of a Change in Control (as defined in Appendix C) or in the event that Officer's employment is terminated due to death or Disability or by Employer other than for Cause (as otherwise set forth defined in section 5(c)), or in the event that this AgreementAgreement terminates according to its terms (as provided in section 5(g)), and (iiiiv) shall be subject to such other reasonable and consistent terms and conditions as may be determined by the Compensation Committee and set forth in the agreement or other document evidencing the award. The effect of Officer’s termination on the vesting of any stock options or restricted stock granted under this Agreement is described in Section 5.2. In the event that 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 twelve (12) months. In the event that 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 six (6) months. In the event that 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 three (3) months."

Stock Options and Restricted Stock. During On October 29, 2002, the term Management Development and Compensation Committee of this Agreement, the Board of Directors ("Compensation Committee") of Employer’s 's public company affiliate, IndyMac Bancorp, Inc., or any successor public company (“"Public Company”"), shall grant to Officer stock options for 100,000 shares of the Public Company's common stock, such options to be exercisable as to 20,000 shares each on October 29, 2003, 2004, 2005, 2006 and 2007. Beginning with the 2004 Fiscal Year and in respect of each of the following Fiscal Years during the term of this Agreement, Public Company, may grant to Officer stock options and/or restricted stock for such number of shares of the Public Company’s '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 's and the Public Company’s '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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein 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 officersofficers 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 herein: in accordance with this Section 4(d): (i) shall be granted pursuant to the Public Company’s '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 shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (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. The effect of , (iv) in the event that Officer’s termination on 's employment is terminated due to death or Disability, shall, if then unvested, become immediately and fully vested, (v) in the vesting of any 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)), shall, if not then vested, become immediately and fully vested only to the extent that such restricted stock or stock options or would, under the terms of such restricted stock or stock options, vest within one (1) year of such termination. All stock options granted under in accordance with this Agreement is described 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 5.25(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 that 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 twelve (12) 12 months. In the event that 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 six (6) 6 months. In the event that 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 three 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 (3whether previously granted hereunder or otherwise) monthsmay 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.

Stock Options and Restricted Stock. During Beginning with the 2004 Fiscal Year and in respect of each of the following Fiscal Years during the term of this Agreement, Employer’s '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 '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 's and the Public Company’s '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, if any, grant shall be comparable to in accordance with the number of shares granted to officers of Employer at a level similar to Officer’s 's level. The stock options and/or restricted stock herein 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 officersofficers 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 2000 Stock Option Plan except as may be expressly provided otherwise in this Agreement. All stock options and restricted stock granted herein: in accordance with this Section 4(d): (i) shall be granted pursuant to the Public Company’s '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 shall vest in accordance with the terms set by the Compensation Committee or as otherwise set forth in this AgreementCommittee, and (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. The effect of , (iv) in the event that Officer’s termination on 's employment is terminated due to death or Disability, shall, if then unvested, become immediately and fully vested, (v) in the vesting of any 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)), shall, if not then vested, become immediately and fully vested only to the extent that such restricted stock or stock options or would, under the terms of such restricted stock or stock options, vest within one (1) year of such termination. All stock options granted under in accordance with this Agreement is described 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 5.25(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 that 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 twelve (12) 12 months. In the event that 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 six (6) 6 months. In the event that 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 three 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 (3whether previously granted hereunder or otherwise) monthsmay 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.