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Director Emeritus and Consulting Agreement - IndyMac Bancorp. and Thomas J. Kearns

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                            AND CONSULTING AGREEMENT

This Director Emeritus and Consulting Agreement ("Agreement") is made as of the
22nd day of January, 2002 by and between INDYMAC, BANCORP., a Delaware
corporation, for itself and on behalf of its affiliates (hereafter "IndyMac"),
and Thomas J. Kearns ("Consultant").


Consultant has been a Director for IndyMac for eleven years and is retiring from
the Board, effective January 21, 2002. IndyMac desires to allow Consultant to
participate in its Director Emeritus program and retain the services of
Consultant on a consulting basis, and Consultant desires to render such services
on the terms and conditions set forth below.


1.1      PAYMENT FOR DIRECTOR EMERITUS PARTICIPANT. Consultant is hereby deemed
         to be a Director Emeritus, eligible to participate in the Director
         Emeritus Plan. Based upon Consultant's 11 years of service, Consultant
         shall be eligible for an annual payment of 70% of the directors' fees
         earned by Consultant during the 12 month period preceding Consultant's
         retirement. Therefore, Consultant shall be paid $42,000 on an annual
         basis, on or before February 28 of each year, until Consultant's death,
         pursuant to the terms of the Director Emeritus Plan document.
         Consultant's participation in the Director Emeritus Plan shall be
         subject to the provisions of the Director's Retirement Plan, Master
         Plan Document, dated July 1, 1995.

1.2      COMPETITORS. Consultant agrees that, for such time as he is serving as
         Director Emeritus, he will not compete in any manner with the IndyMac
         and will refrain from becoming affiliated with or from supplying any
         information or materials to any competitor of IndyMac. If Consultant
         violates this provision or Section 5 hereof, IndyMac's obligation to
         make the payments set forth in Section 1.1 shall immediately terminate.


2.1      DESCRIPTION OF SERVICES - SCOPE OF WORK. Consultant has performed or
         shall perform those services set forth in Exhibit A hereto
         ("Services"). In the performance of Services hereunder, Consultant
         shall report progress to the Board of Directors.

2.2      QUALITY OF SERVICES. Consultant warrants and represents that all
         Services shall be (i) performed in a professional and business-like
         manner; (ii) performed in compliance with all applicable federal, state
         and local laws, regulations and requirements; and (iii) performed in
         accordance with IndyMac's requirements as set forth in Exhibit A
         hereto, including, but not limited to, IndyMac's business process and
         technical requirements.

2.3      NONEXCLUSIVE. Consultant is not required to devote his/hers services to
         IndyMac exclusively, and Consultant is not precluded from engaging in
         any other business activity during the term of this Agreement, provided
         that such activity does not compete directly with IndyMac.

2.4      WORK LOCATION. Consultant is not required to perform Services on
         IndyMac's premises. However, IndyMac may provide Consultant with
         limited work space and equipment to assist Consultant in the
         performance of the Services.

2.5      FEE FOR SERVICES. As compensation for the Services to be rendered
         hereunder, IndyMac shall pay Consultant that amount set forth in
         Exhibit B hereto.

2.6      REIMBURSEMENT FOR EXPENSES. IndyMac shall not be responsible for or
         reimburse Consultant for any expenses incurred by Consultant in the
         performance of the Services unless otherwise agreed to in writing by

2.7      PAYMENT. Consultant shall be paid annually, on or before December 31st.
         IndyMac shall be entitled to deduct from any amounts owed by IndyMac to
         Consultant any and all amounts owed by Consultant to IndyMac.


3.1      INDEPENDENT CONSULTANT STATUS. Consultant is an independent Consultant
         and not an employee, agent or partner of IndyMac. Nothing contained
         herein shall be deemed to create any relationship between the parties
         other than that of principal and independent Consultant. Consultant
         shall dictate the manner in which the Services are performed, provided
         that such Services are completed in a satisfactory and timely manner.
         Further, Consultant shall have no right, power or authority to create
         any contract or obligation, express or implied, on behalf of, in the
         name of or binding on IndyMac.

3.2      TAXES AND INSURANCE. Consultant is responsible for the payment of all
         payroll taxes, whether federal, state or local, including, but not
         limited to, income taxes, Social Security taxes, unemployment
         compensation taxes, and any other fees, charges, licenses or other
         payments required by law. Consultant shall be responsible for
         maintaining, at his/her sole cost, any insurance coverage, including
         workers' compensation and unemployment insurance, which may be
         applicable to Consultant in the performance of Services. Consultant
         shall not claim benefits from IndyMac under applicable unemployment or
         workers' compensation laws upon termination of this Agreement or for
         any injury sustained by Consultant while performing services for


4.1      COVENANT OF NONDISCLOSURE. In connection with the performance of
         Services, Consultant may have learned or may learn trade secrets and
         other proprietary information relating to the business of IndyMac
         ("Confidential Information"). Such Confidential Information includes,
         but is not limited to, secret processes, plans, devices, products,
         computer programs and other tangible and intangible property relating
         to the business of IndyMac; all information contained in documents
         designated as "Confidential" by IndyMac; IndyMac's customer lists,
         supplier lists, marketing strategies and other trade secrets; all other
         documents and information related to IndyMac's financial,
         organizational and commercial operation; and any written report or
         document produced by Consultant relating to the business of IndyMac.
         Consultant shall hold and maintain Confidential Information in the
         strictest confidence and in trust for the sole and exclusive benefit of
         IndyMac. Consultant shall not use Confidential Information for his/her
         own benefit, publish or otherwise disclose Confidential Information to
         others, or permit use of Confidential Information by others for their
         benefit or to the detriment of IndyMac. Either upon demand of IndyMac
         or upon the termination of this Agreement, Consultant shall immediately
         return to IndyMac all Confidential Information in his/her possession,
         as well as any and all records, notes, and other written, printed, or
         tangible materials pertaining thereto.

4.2      OWNERSHIP OF INVENTIONS. All ideas, inventions, improvements and
         materials created or conceived by Consultant, solely or jointly with
         others, during or after performing consulting services for IndyMac and
         that are made through the use of any Confidential Information or any
         equipment, facilities, supplies, or other resources of IndyMac
         ("Inventions"), are and shall be the sole and exclusive property of
         IndyMac. Consultant hereby assigns to IndyMac all right, title and
         interest he/she may have in and to such Inventions and any patents,
         copyrights, trademarks or other proprietary rights based thereon.
         Consultant irrevocably designates and appoints IndyMac, and each of its
         duly authorized officers and agents, as his/her agent and
         attorney-in-fact to execute and to file any document

         and to do all other lawfully permitted acts to further the prosecution,
         issuance and enforcement of patents, copyrights, trademarks and other
         proprietary rights with the same force and effect as if executed and
         delivered by Consultant. In connection with the foregoing, Consultant
         shall execute the Confidential Information and Ownership of Inventions
         Agreement attached as Exhibit C hereto.

4.3      COMPUTER SYSTEMS ACCESS. If Consultant has been or is required to
         access IndyMac's computer systems in order to perform Services
         hereunder, Consultant agrees that he/she has and will (i) use only the
         log-in identification assigned by IndyMac, (ii) correctly and
         completely log-off the system immediately upon completion of each
         session of Service, (iii) not allow any other person to use the
         assigned log-in identification or improperly access IndyMac's systems,
         (iv) keep the assigned log-in identification and all other information
         enabling such access strictly confidential, (v) not access any IndyMac
         systems or data other than that which is specifically authorized, and
         (vi) not intentionally spread viruses or other malicious computer code
         to IndyMac's computer systems.

         represents that he/she has not and shall not infringe upon or violate
         the intellectual property or other proprietary rights of any third
         party in its performance of services hereunder.

4.5      RELIEF IN CASE OF BREACH. Consultant understands and acknowledges that
         any use, disclosure or misappropriation of Confidential Information or
         Inventions in violation of this Agreement will cause IndyMac
         irreparable harm, the amount of which may be difficult to ascertain.
         Consultant agrees that IndyMac shall have the right to an order
         restraining any actual or threatened use, disclosure or
         misappropriation of Confidential Information and/or Inventions and to
         apply for such other relief as IndyMac shall deem appropriate. Such
         right of IndyMac is to be in addition to all of the remedies otherwise
         available to it at law or in equity.

5.       INDEMNITY. Consultant hereby agrees to indemnify and defend IndyMac
         against any and all losses, damages, claims, or expenses incurred or
         suffered, either directly or indirectly, by IndyMac or its directors,
         employees or agents, including reasonable attorneys' fees and costs,
         arising out of or relating to (i) any act or omission on the part of
         Consultant; (ii) Consultant's breach of any provision of this
         Agreement, (iii) Consultant's use, disclosure or misappropriation of
         any Confidential Information or Invention, or (iv) a determination by
         any court, tribunal or agency that an employment relationship has or
         will be established by the performance of this Agreement.


6.1      TERM. This Agreement shall commence on January 22, 2002, and shall
         continue in full force and effect until January 21, 2004, unless
         terminated earlier in accordance with its terms or extended by written
         agreement between the parties.

6.2      TERMINATION FOR BREACH. This Agreement may terminate upon breach by
         either party if the breaching party fails to cure such breach within
         ten (10) days of written notice to do so. If such breach is incapable
         of being cured, this Agreement may terminate immediately upon receipt
         by the breaching party of written notice of termination.

6.3      SURVIVABILITY. The termination or expiration of this Agreement shall
         not affect Consultant's obligations under Article 4 above.

7.       GENERAL

7.1      ENTIRE AGREEMENT. This Agreement is the final and exclusive statement
         of all agreements and understandings between the parties with respect
         to the subject matter described herein. There are no other agreements,
         representations, warranties or conditions other than those contained

7.2      AMENDMENTS. No change, modification or alteration of this Agreement
         shall be effective unless in writing and signed by both parties.

7.3      ASSIGNMENT. Neither party may assign its rights and/or obligations
         hereunder without the prior written consent of the other party.

7.4      WAIVER. No waiver of any provision of this Agreement or of the rights
         and obligations of the parties shall be effective unless in writing and
         signed by the party waiving compliance. Any such waiver shall be
         effective only in the specific instance and for the specific purpose
         stated in such writing.

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

7.6      CONSTRUCTION. This Agreement is the product of the efforts of both
         parties and shall not be interpreted in favor of or against either
         IndyMac or Consultant merely because of its effort in preparing it.

7.7      AGREEMENT TO ARBITRATE CLAIMS. Upon written request by either party,
         that is submitted according to the applicable rules for arbitration,
         any claim, demand or cause of action, which arises out of or is related
         to this Agreement, (collectively

         "Claims"), shall be resolved by binding arbitration in the County of
         Los Angeles, California, in accordance with (i) the Federal Arbitration
         Act; (ii) the Code of Procedure ("Code") of the National Arbitration
         Forum ("NAF") and (iii) this Agreement, which shall control any
         inconsistency between it and the Code. Notwithstanding the foregoing,
         claims for injunctive or other relief for intellectual property
         violations, unfair competition and/or the use or unauthorized
         disclosure of trade secrets, Inventions or other Confidential
         Information shall be excluded from this agreement to arbitrate
         ("Excluded Claims"). The NAF shall provide each party with a list of
         arbitrators and each party shall have the right to strike one name. The
         number of arbitrators on the list will be the number of parties plus
         one. The decision of an arbitrator on any Claims submitted to
         arbitration shall follow applicable substantive law and be in writing
         setting forth the findings of fact and law and the reasons supporting
         the decision. Such decision shall be final and binding upon the
         parties, subject to the right of appeal described below. Judgment upon
         any arbitration award may be entered in any court having jurisdiction.
         The arbitrator has exclusive authority to resolve any dispute relating
         to the applicability or enforceability of this Agreement, including the
         provisions of this section. Either party shall have the right to appeal
         to the appropriate court any errors of law in the decision rendered by
         the arbitrator. After a demand for arbitration is made, each party may
         conduct a limited number of depositions (including the production of
         documents) by mutual agreement or as permitted by the arbitrator.
         Excluded Claims shall be governed and interpreted in accordance with
         the laws of the State of California and shall be adjudicated in the
         appropriate state or Federal court in Los Angeles County.

7.8      ATTORNEYS' FEES. If any claim, legal action or any arbitration or other
         proceeding is brought for the enforcement of this Agreement or because
         of a dispute, breach, default or misrepresentation in connection with
         any of the provisions of this Agreement, the successful or prevailing
         party shall be entitled to recover reasonable attorneys' fees and other
         costs incurred in that claim, action or proceeding, in addition to any
         other relief to which such party may be entitled.

7.9      NOTICES. Any notice required or permitted to be given under this
         Agreement shall be in writing and shall be deemed to have been given on
         the date of service, or on the third day after mailing by United States
         mail, registered or certified, postage pre-paid and properly addressed,
         as follows:

         CONSULTANT:                                 INDYMAC:
         Thomas J. Kearns                            IndyMac, Inc.
         4 Jocum Avenue                              General Counsel
         Larchmont, New York 10538                   155 N. Lake Avenue
                                                     Pasadena, CA   91101

7.10     HEADINGS, RECITALS, AND EXHIBITS. The headings of the articles and
         sections of this Agreement are included for convenience only, and shall
         not affect the construction or interpretation of its provisions. The
         Recitals and Exhibits attached hereto are incorporated herein by

7.11     ADVICE OF COUNSEL. Each party has been given an opportunity to consult
         with independent counsel of its choice prior to executing this
         Agreement. Each party is advised and encouraged not to execute this
         Agreement without first consulting with counsel.

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

CONSULTANT                                         INDYMAC BANCORP, INC.

By: _____________________________         By: _______________________________
    Thomas J. Kearns                          Michael W. Perry, Vice Chairman
                                              & CEO

Date: ___________________________         Date: _____________________________

                                    EXHIBIT A

Consultant Name:                    Thomas J. Kearns

Reports Progress To:                The Board of Directors

IndyMac Department:                 Office of the President

Estimated Project Time:             From: January 22, 2002 To: January 21, 2004

Description of Project: Provide written analysis to Chief Executive Officer once
a year (on or before January 21) regarding IndyMac Bancorp's strategy.

                                    EXHIBIT B

                                FEE FOR SERVICES

Consultant shall be compensated $20,000 per year, payable on or before January
21, 2003 and January 21, 2004, to complete the Services described in Exhibit A.

                                    EXHIBIT C



         I, Thomas J. Kearns, acknowledge that IndyMac Bancorp, Inc. and its
affiliates (together collectively referred to as "IndyMac") operate in a
competitive environment and that IndyMac enhances its opportunities to succeed
by establishing certain policies, including those included in this Confidential
Information and Ownership of Inventions Agreement ("Agreement"). I will be
performing consulting services for IndyMac either as a consultant or as an
employee of an entity retained as a consultant (herein referred to as "my
employer"). This Agreement is designed to make clear that while performing
consulting services for IndyMac and thereafter, (i) I will maintain the
confidentiality of the IndyMac's Confidential Information, as defined in Section
1(b) below; (ii) I will use IndyMac's Confidential Information for the exclusive
benefit of IndyMac; (iii) Inventions, as defined in Section 2(a) below, that I
create will be owned by IndyMac; (iv) my prior and continuing activities
separate from IndyMac will not conflict with IndyMac's development of its
Confidential Information; and (v) when my work for IndyMac as a consultant
terminates, I will not use my prior position with IndyMac to the detriment of
IndyMac. For the payment of good and valuable consideration, I agree to the


                  (a)      I acknowledge that IndyMac possesses and will
         continue to develop and acquire valuable Confidential Information,
         including information which I may develop or discover while performing
         consulting services for IndyMac. The value of that Confidential
         Information depends on its remaining confidential. IndyMac depends on
         me to maintain that confidentiality, and I accept that position of
         trust. I understand that the provisions of this Agreement are a
         material condition to my being allowed to perform consulting services
         for IndyMac.

                  (b)      As used in this Agreement, "Confidential Information"
         means any trade secrets or any other material or information
         proprietary to IndyMac or designated as confidential by IndyMac,
         whether or not owned or developed by IndyMac (including information of
         or about its officers, directors, employees, customers, suppliers,
         joint venturers, licensors, licensees, distributors and other persons
         and entities with whom IndyMac does business or to whom IndyMac

         owes a duty of confidentiality), which I develop, or which I may obtain
         knowledge of or access to, through or as a result of my relationship
         with IndyMac (including information which I conceive, originate,
         discover or develop, in whole or in part). "Confidential Information"
         shall include, without limitation, the following types of information
         and other information of a similar nature (whether or not reduced to
         writing or still in development): trade secrets, formulae, patterns,
         compilations, devices, methods, techniques, processes, designs,
         concepts, drawings, ideas, Inventions, specifications, discoveries,
         models, data, programs, software, source codes, object codes,
         documentation, diagrams, flow charts, research, development plans,
         reports, interpretations, forecasts, proposals, procedures, know-how,
         new product or new technology information, sales and marketing
         information and strategies, communications and systems information,
         employment records and policies, business acquisition plans and
         financial information, including the financial information of any
         IndyMac officer, director, employee, agent, customer or vendor.

                  (c)      I will not disclose, use or reproduce at any time,
         either during or after my performing consulting services for IndyMac,
         any Confidential Information except for the exclusive benefit of
         IndyMac as required by my duties for IndyMac, or as IndyMac expressly
         may consent to in writing. I will cooperate with IndyMac and use my
         best efforts to prevent the unauthorized disclosure, use or
         reproduction of all Confidential Information.

                  (d)      Upon the completion or termination of my consulting
         services for IndyMac for any reason, I will immediately deliver to
         IndyMac all tangible, written, graphical machine readable and other
         materials (including all copies) in my possession or under my control
         containing, relating to or disclosing any Confidential Information.

                  2.       OWNERSHIP OF INVENTIONS

                  (a)      As used in this Agreement, "Inventions" includes,
         but is not limited to, all Inventions, ideas and copyrightable material
         created or conceived by me in whole or in part, during or after my
         performing consulting services for IndyMac and which are made through
         the use of any Confidential Information or of any of IndyMac's
         equipment, facilities, supplies, time or other resources.

                  (b)      I agree to communicate to IndyMac as promptly and
         fully as practicable all Inventions conceived or reduced to practice by
         me (alone or jointly with others) at any time during and after my
         performing consulting services for IndyMac. I hereby assign to IndyMac
         all my right, title and interest in such Inventions, and all my right,
         title and interest in any patents, copyrights, trademarks (whether or
         not registered) or other proprietary rights based thereon, and that any
         and all such rights shall belong exclusively to IndyMac. I further
         agree that any copyrightable material that I am asked to prepare or
         work on for

         IndyMac shall be considered a "work made for hire" under the Copyright
         Law of the United States and shall belong exclusively to IndyMac. I
         will assist IndyMac (without charge but at no expense to me) at any
         time and in every proper way to obtain for its and/or their own
         benefit, patents, copyrights, trademarks and other proprietary rights
         for all such Inventions anywhere in the world and to enforce its and/or
         their rights in legal proceedings involving third parties, and to which
         I am not a party.

                  (c)      Notwithstanding the foregoing, I also assign to
         IndyMac all rights which I may have or acquire in any Invention, full
         title to which is required to be in the United States by a contract
         between IndyMac and the United States or any of its agencies.

                  (d)      I hereby irrevocably designate and appoint IndyMac
         and each of its duly authorized officers and agents as my agent and
         attorney-in-fact to act for and in my behalf to execute and to file any
         document and to do all other lawfully permitted acts to further the
         prosecution, issuance and enforcement of patents, copyrights,
         trademarks and other proprietary rights with the same force and effect
         as if executed and delivered by me.

                  3.       CONFLICTS WITH OTHER ACTIVITIES.

                  (a)      I agree that during my performing consulting services
         for IndyMac, and for one (1) year following the completion or
         termination of my consulting services for IndyMac, regardless of the
         manner of or reason for such termination, I will not, without IndyMac's
         express written consent, contact or solicit employees of IndyMac for
         the purpose of hiring them.

                  (b)      My performing consulting services for IndyMac and my
         compliance with this Agreement do not and will not breach any agreement
         to keep in confidence information acquired by me prior to or outside of
         my performing consulting services for IndyMac. I have not brought and
         will not bring with me to IndyMac for use in performing consulting
         services for IndyMac any materials, documents or information of any
         current or former employer or any third party that are not generally
         available to the public unless I have obtained express written
         authorization from the owner for their possession and use by or for
         IndyMac. I have not entered into, and will not enter into, any
         agreement, either oral or written, in conflict with this Agreement.

                  4.       MISCELLANEOUS

                  (a)      My obligations under this Agreement may not be
         modified or terminated, in whole or in part, except in a writing signed
         by an executive officer of IndyMac. Any waiver by IndyMac of a breach
         of any provision of this Agreement will not operate or be construed as
         a waiver of any subsequent breach.

                  (b)      Each provision of this Agreement will be treated as a
         separate and independent clause, and the unenforceability of any
         provision will in no way impair the enforceability of any other
         provision. If any provision is held to be unenforceable, such provision
         will be construed by the appropriate judicial body by limiting or
         reducing it to the minimum extent necessary to make it legally

                  (c)      My obligations under this Agreement will survive the
         completion or termination of my consulting services for IndyMac,
         regardless of the manner of such termination. This Agreement will inure
         to the benefit of and be binding upon the successors and assigns of

                  (d)      Any breach of this Agreement likely will cause
         irreparable harm to IndyMac for which money damages could not
         reasonably or adequately compensate IndyMac. Accordingly, I agree that
         IndyMac will be entitled to injunctive relief to enforce this
         Agreement, in addition to damages and other available remedies.

                  (e)      This Agreement will be governed by and interpreted in
         accordance with the laws of the State of California governing a
         contract made and wholly performed within California.

                  (f)      In the event litigation is brought to enforce this
         Agreement, the prevailing or successful party shall be entitled to
         recover from the losing party its reasonable attorneys' fees and costs
         of litigation in addition to any other judgment or award it may

                  (g)      This Agreement contains the complete agreement
         between IndyMac and me concerning the subject matter hereof and
         supersedes all other agreements and understandings. This Agreement may
         be executed in counterparts.

         This Agreement will be deemed effective as of the start of my
performing consulting services for IndyMac.

                                                   Consultant's Signature

                                                   Thomas J. Kearns