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FLAGSTAR BANCORP, INC.
2006 EQUITY INCENTIVE PLAN
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THIS STOCK AWARD
AGREEMENT (this “Agreement”) is effective
October 16, 2009 by and between Flagstar Bancorp, Inc., a
Michigan corporation (the “Company”) and Joseph P.
Campanelli (the “Grantee”).
WHEREAS, the
Company sponsors and maintains the Flagstar Bancorp, Inc. 2006
Equity Incentive Plan (the “Plan”);
WHEREAS, the
Company and the Grantee entered into an Employment Agreement on
September 29, 2009 (the “Employment Agreement”)
which contemplates a portion of the Grantee’s salary be paid
as stock awards granted hereunder;
WHEREAS, the
Grantee, as an Eligible Person, has been selected by the
Compensation Committee of the Board of Directors of the Company
(the “Compensation Committee”) to receive grants of
Stock under the Plan;
WHEREAS, the
Compensation Committee noted that the Employment Agreement and this
Agreement comply with the requirements of Internal Revenue Code
Section 409A (“409A”), the Internal Revenue
Service and Department of the Treasury regulations, and any
requirements applicable to the Company under the TARP Capital
Purchase Program (the “TARP Regulations”), do not
encourage the Grantee to take unnecessary or excessive risks that
could threaten the value of the Company, were structured using
reasonable efforts to limit any unnecessary risks that such
arrangements pose to the Company, and do not have any features that
would encourage the manipulation of the reported earnings of the
Company to enhance Grantee’s compensation, and further
approved the Employment Agreement and this Agreement as
presented;
WHEREAS,
Section 6.1 of the Plan requires grants awarded thereunder to
be evidenced by a written agreement;
NOW, THEREFORE,
the Company and the Grantee hereby agree as follows:
Section 1. General . This Agreement and the Stock
granted hereunder are subject in all respects to the terms and
conditions of the Plan and the Employmen