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Document Preview Executive Bonus Agreement |
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Title: |
Executive Bonus Agreement |
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Date: |
2005 |
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Preview shows 19KB of 268KB total |
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Price: |
$44 |
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ID: |
#839133 |
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EAST-WEST BANK
EXECUTIVE BONUS AGREEMENT
THIS AGREEMENT is adopted this _________ day of October, 2002, by and between EAST-WEST BANK, a state-chartered commercial bank located in San Marino, California (the "Company"), and DOMINIC NG (the "Executive").
INTRODUCTION
To encourage the Executive to remain an employee of the Company, the Company is willing to provide to the Executive a bonus opportunity. The Company will pay the Executive's bonus from the Company's general assets.
AGREEMENT
The Executive and the Company agree as follows:
Article 1
Definitions
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
(i) any date upon which the directors of East West Bancorp, Inc. ("EWBC") who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of EWBC;
(ii) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of EWBC representing 25% or more of the voting power of EWBC (as a "25% Stockholder"); provided, however, that the terms "person" and "entity," as used in this clause shall not include (1) EWBC or any of its subsidiaries, (2) any employee benefit plan of EWBC or any of its subsidiaries, (3) any entity holding voting securities of EWBC for or pursuant to the terms of any such plan, (4) any person or entity if the transaction that resulted in such person or entity becoming a 25% Stockholder was approved in advance by the Board or (5) any person or entity who is a 25% Stockholder on the date of adoption of the Plan by the Board; or
(iii) a reorganization, merger or consolidation of EWBC (other than a reorganization, merger or consolidation the sole purpose of which is to change EWBC's domicile solely within the United States) the consummation of which results in EWBC's outstanding securities of any class being exchanged for or converted into cash, property or a different kind of securities; provided, however, that a Change in Control shall not be deemed to occur if, as a result of such reorganization, merger or consolidation of EWBC, the beneficial ownership of EWBC is unchanged from what it was immediately prior to such reorganization, merger or consolidation.
1.11 "Termination for Cause" means the Company terminating the Executive's employment for cause prior to the Executive completing 15 Years of Employment if, but only if, such termination shall result solely from (i) the Executive's continued and willful failure or refusal to substantially perform his or her duties in accordance with the terms of the Agreement and shall have been approved by 66.66% of the Board (excluding the Executive); provided, however, that Executive first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Executive shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Executive being subject to a removal proceedings brought by a bank regulatory authority; or (iii) Executive being formally charged with a felony involving embezzlement, theft, or other similar willful property crime against the Company, provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if Executive is not convicted of the felony, Executive shall not be treated as having been terminated "for cause", but as an Early Termination. For purposes of this paragraph, no act, or failure to act, on Executive's part shall be deemed "willful" unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that Executive's action or omission was in the best interest of the Company.
1.12 Years of Employment" means the total number of twelve-month periods during which the Executive has been employed on a full-time basis by the Company or EWBC, inclusive of any leave of absence approved by the Company.
Article 2
Bonus Award
Article 3
General Limitations
The Company shall not continue to pay any Bonus award under this Agreement under the following circumstances:
Article 4
Amendment and Termination
This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. However, unless otherwise agreed to by the Company and the Executive, this Agreement will automatically terminate upon the termination of the Split Dollar Agreement.
Article 5
Claims and Review Procedure
5.1 Claims Procedure. Any person or entity who has not received benefits under this Agreement that he or she believes should be paid (the "claimant") shall make a claim for such benefits as follows:
5.1.1 Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.
5.1.2 Timing of Company Response. The Company shall respond to such claimant within 30 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 30 days by notifying the claimant in writing, prior to the end of the initial 30-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
5.1.3 Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
5.2 Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:
5.2.1 Initiation - Written Request. To initiate the review, the claimant, within 60 days after receiving the Company's notice of denial, must file with the Company a written request for review.
5.2.2 Additional Submissions - Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant's claim for benefits.
5.2.3 Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
5.2.4 Timing of Company Response. The Company shall respond in writing to such claimant within 30 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 30 days by notifying the claimant in writing, prior to the end of the initial 30-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.
5.2.5 Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
Article 6
Miscellaneous
6.1 Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees.
6.2 No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.
6.3 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.
6.6 Tax Withholding. The Company shall withhold any taxes that are required to be withheld from the Bonus award provided under this Agreement.
6.7 Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement.
6.8 Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
6.9 Facility of Payment. If the Executive is declared to be incompetent, or incapable of handling the disposition of his or her property, the Company may pay such benefit to the duly appointed guardian, legal representative or person having the care or custody of the Executive. The Company may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit
6.10 Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:
IN WITNESS WHEREOF, the Executive and the Company consent to this Agreement on the date above written.
EXECUTIVE: COMPANY:
EAST-WEST BANK
____________________________________ By ___________________________________
DOMINIC NG Title _________________________________
EAST-WEST BANK
SPLIT DOLLAR AGREEMENT
THIS AGREEMENT is adopted this _______ day of October, 2002, by and between EAST-WEST BANK, a state-chartered commercial bank located in San Marino, California (the "Company"), and DOMINIC NG (the "Executive"). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
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