AGREEMENT
RELATING TO FLAGSTAR BANCORP, INC.’S PARTICIPATION IN THE
DEPARTMENT OF THE TREASURY’S CAPITAL PURCHASE
PROGRAM
This Agreement
Relating to Flagstar Bancorp, Inc.’s Participation in the
Department of the Treasury’s Capital Purchase Program
(“Agreement”) is entered into among Flagstar Bancorp,
Inc. (the “Company”), Flagstar Bank, FSB (the
“Bank”) and the undersigned Senior Executive Officer
(“SEO”) effective as of the Effective Date specified
below.
WHEREAS ,
the Company anticipates entering into a Securities Purchase
Agreement or similar agreement (the “Purchase
Agreement”) with the United States Department of the Treasury
(the “Treasury”) that provides for the Company’s
participation in the Capital Purchase Program (the
“CPP”) of the Troubled Assets Relief Program as
established by the Treasury under the Emergency Economic
Stabilization Act of 2008 (the “EESA”);
WHEREAS ,
as a condition of closing the investment contemplated by the
Purchase Agreement, the Company is required to meet specified
standards for compensation payable to an SEO;
WHEREAS,
the undersigned SEO provides services to the Company and the Bank;
and
WHEREAS ,
the Company, the Bank and the undersigned SEO desire to enter into
this Agreement to comply with the CPP and in consideration of the
benefits the undersigned SEO will receive as a result of the
Company’s participation in the CPP.
NOW,
THEREFORE, BE IT HEREBY AGREED THAT:
1. This
Agreement is effective as of the date the Company and the Treasury
close the transaction contemplated under the Purchase Agreement
(the “Effective Date”).
2. Notwithstanding
the terms of any compensation, bonus, incentive, equity, severance,
employment or other plan, arrangement or agreement applicable to
the undersigned SEO (the “C
