Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On June 8, 2009, Mark T. Hammond announced his decision to step down as
President and Chief Executive Officer of Flagstar Bancorp, Inc. (the "Company")
and its wholly-owned subsidiary, Flagstar Bank, FSB (the "Bank"), on or before
January 29, 2010. Mr. Hammond will continue to serve as Vice-Chairman of the
Board of Directors of both companies and, after stepping down from his role as
President and CEO, he will continue to be employed as a non-officer Executive
Advisor of the Company.
In connection with his decision, Mr. Hammond entered into an amendment to his
employment agreement (the "Amended Agreement") with the Company and the Bank,
which provides for Mr. Hammond to continue serving as President and Chief
Executive Officer of both companies until January 29, 2010 or when a successor
is appointed, whichever comes first. Thereafter, Mr. Hammond will remain as Vice
Chairman and, pursuant to the Amended Agreement will be employed for a two-year
period as a non-officer Executive Advisor of the Company at a reduced salary of
$500,000 per annum.
Under the terms of the Amended Agreement, Mr. Hammond has agreed to forego any
discretionary bonuses, and has also agreed that he will not receive any
severance/termination payments or any change in control payments at any time
(including at the time of the change of his role to Executive Advisor, or at the
end of the term of his employment). In addition, Mr. Hammond has agreed to be
subject to additional confidentiality and non-competition restrictions.
A copy of the Amended Agreement is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein. The description of the
Amended Agreement is qualified in its entirety by the full text of Exhibit 10.1.
A copy of Mr. Hammond's current employment agreement was filed as Exhibit 10.2
to the Company's Form 10-K filed March 13, 2009 and is incorporated herein by
reference.
Item 7.01. Regulation FD Disclosure.
On June 8, 2009, the Company issued a press release announcing that Mark T.
Hammond would be stepping down as President and Chief Executive Officer on or
before January 29, 2010. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
The information in this Item 7.01, including the exhibit attached hereto, is
furnished pursuant to Item 7.01 and shall not be deemed "filed" for any other
purpose, including for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that Section. The information in this Item 7.01 of this Current
Report on Form 8-K shall not be deemed incorporated by reference into any filing
under the Securities Act of 1933 or the Exchange Act regardless of any general
incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(c) The following exhibits are being furnished herewith:
Exhibit No. Exhibit Description
10.1 Amendment to Employment Agreement dated June 8, 2009
99.1 Press Release dated June 8, 2009.
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