UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
April 9, 2012
Date of Report (date of earliest event reported)
EAST WEST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-24939
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Delaware
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95-4703316
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification Number)
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135 N Los Robles Ave., 7th Floor, Pasadena, California 91101
(Address of principal executive offices including zip code)
(626) 768-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-(c))
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East West Bancorp, Inc.
Current Report of Form 8-K
Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 9, 2012, the Named Executive Officers of East West Bancorp, signed agreements to terminate the right of automatic vesting of restricted stock compensation upon a change of control. The agreement also states all current restricted stock awards which the employee has been granted, as well as awards to be granted in the future, will be “clawedback” in the event of a financial restatement, regardless of reason for the financial restatement.
The employee agreements of the Chief Executive Officer, Mr. Ng, the Chief Risk Officer, Douglas P. Krause, and the Chief Human Resources Officer, James T. Schuler, were also amended so that they are not evergreen and instead have a 3 year term with an expiration date of April 8, 2015.
The Form Amendment to Employment Agreement and the
Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks, which detail, governs the changes above is attached hereto as Exhibits 10.1, 10.3 -3.4, 10.5, 10.9.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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10.1
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Form of Amendment to Employment Agreement- Mr. Ng
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10.5
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Form of Amendment to Employment Agreement- Mr. Krause
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10.9.1
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Form of Amendment to Employment Agreement- Mr. Schuler
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10.3
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks - Mr. Ng
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10.3.1
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks - Ms. Gouw
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10.3.2
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Form of Agreement Regarding Grants of Incentive Shares and Clawbacks - Mr. Krause
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10.3.3
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks – Ms. Oh
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10.3.4
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks – Mr. Schuler
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 9, 2012
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EAST WEST BANCORP, INC.
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By:
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/s/ Douglas P. Krause
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Douglas P. Krause, Esq.
Executive Vice President and General Counsel
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EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Form of Amendment to Employment Agreement- Mr. Ng
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10.5
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Form of Amendment to Employment Agreement- Mr. Krause
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10.9.1
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Form of Amendment to Employment Agreement- Mr. Schuler
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10.3
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks - Mr. Ng
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10.3.1
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks - Ms. Gouw
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10.3.2
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Form of Agreement Regarding Grants of Incentive Shares and Clawbacks - Mr. Krause
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10.3.3
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks – Ms. Oh
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10.3.4
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Form of
Agreement Regarding Grants of Incentive Shares and Clawbacks – Mr. Schuler
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Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the June 25, 1998 Employment Agreement (as amended from time to time, the “Employment Agreement”) between East West Bancorp, Inc. (“Company”) and Dominic Ng (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
The following terms and conditions of the Employment Agreement are hereby modified:
1. Section 3.1 (Term) of the Agreement is hereby modified in its entirety to read as follows: This Agreement and employment under this Agreement shall terminate on April 8, 2015 unless extended by Company.
2. Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: Dominic Ng
Exhibit 10.5
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the September 17, 1999 Employment Agreement (as amended from time to time, the “Employment Agreement”) between East West Bancorp, Inc. (“Company”) and Douglas Krause (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
The following terms and conditions of the Employment Agreement are hereby modified:
1. Section 3.1 (Term) of the Agreement is hereby modified in its entirety to read as follows: This Agreement and employment under this Agreement shall terminate on April 8, 2015 unless extended by Company.
2. Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: Doug Krause
Exhibit 10.9.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to the July 26, 2011 Employment Agreement (the “Employment Agreement”) between East West Bank (“Company”) and James T. Schuler (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
The following terms and conditions of the Employment Agreement are hereby modified:
1. Section 1 of the Agreement is hereby modified by adding at the end a paragraph (c) to read as follows: The term of this Agreement and employment under this Agreement shall terminate (without cause) on April 8, 2015 unless this Agreement is extended by Company.
2. Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANK
By: _________________________
____________________________
Employee: James T. Schuler
Exhibit 10.3
AGREEMENT REGARDING GRANTS OF INCENTIVE SHARES AND CLAWBACKS
This Agreement between East West Bancorp, Inc. (“Company”) and the employee referenced below (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
Employee has outstanding stock options, restricted stock and / or restricted stock units of the Company that may vest upon a change in control of the Company. Employee agrees that no such shares shall vest by reason of a change in control of the Company unless the Employee is terminated or unless Employee’s job is materially changed. Employee’s job shall be considered materially changed if compensation is reduced, if duties are materially reduced, or if Employee’s principal place of employment is moved more than 25 miles from Pasadena, California.
In addition, Employee agrees that for any existing restricted stock and restricted stock units that Employee currently holds where the vesting is subject to performance metrics, the shares will be subject to “claw back” in event of a restatement of the financial statement on which the shares vesting is based. Employee shall be required to repay the Company the amount of the shares value in excess of what would have been paid based on the restated numbers. The claw back shall be required without regard to the reason for the restatement.
Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANKCORP, INC.
By: _________________________
____________________________
Employee: Dominic Ng
Exhibit 10.3.1
AGREEMENT REGARDING GRANTS OF INCENTIVE SHARES AND CLAWBACKS
This Agreement between East West Bancorp, Inc. (“Company”) and the employee referenced below (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
Employee has outstanding stock options, restricted stock and / or restricted stock units of the Company that may vest upon a change in control of the Company. Employee agrees that no such shares shall vest by reason of a change in control of the Company unless the Employee is terminated or unless Employee’s job is materially changed. Employee’s job shall be considered materially changed if compensation is reduced, if duties are materially reduced, or if Employee’s principal place of employment is moved more than 25 miles from Pasadena, California.
In addition, Employee agrees that for any existing restricted stock and restricted stock units that Employee currently holds where the vesting is subject to performance metrics, the shares will be subject to “claw back” in event of a restatement of the financial statement on which the shares vesting is based. Employee shall be required to repay the Company the amount of the shares value in excess of what would have been paid based on the restated numbers. The claw back shall be required without regard to the reason for the restatement.
Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: Julia Gouw
Exhibit 10.3.2
AGREEMENT REGARDING GRANTS OF INCENTIVE SHARES AND CLAWBACKS
This Agreement between East West Bancorp, Inc. (“Company”) and the employee referenced below (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
Employee has outstanding stock options, restricted stock and / or restricted stock units of the Company that may vest upon a change in control of the Company. Employee agrees that no such shares shall vest by reason of a change in control of the Company unless the Employee is terminated or unless Employee’s job is materially changed. Employee’s job shall be considered materially changed if compensation is reduced, if duties are materially reduced, or if Employee’s principal place of employment is moved more than 25 miles from Pasadena, California.
In addition, Employee agrees that for any existing restricted stock and restricted stock units that Employee currently holds where the vesting is subject to performance metrics, the shares will be subject to “claw back” in event of a restatement of the financial statement on which the shares vesting is based. Employee shall be required to repay the Company the amount of the shares value in excess of what would have been paid based on the restated numbers. The claw back shall be required without regard to the reason for the restatement.
Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: Douglas Krause
Exhibit 10.3.3
AGREEMENT REGARDING GRANTS OF INCENTIVE SHARES AND CLAWBACKS
This Agreement between East West Bancorp, Inc. (“Company”) and the employee referenced below (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
Employee has outstanding stock options, restricted stock and / or restricted stock units of the Company that may vest upon a change in control of the Company. Employee agrees that no such shares shall vest by reason of a change in control of the Company unless the Employee is terminated or unless Employee’s job is materially changed. Employee’s job shall be considered materially changed if compensation is reduced, if duties are materially reduced, or if Employee’s principal place of employment is moved more than 25 miles from Pasadena, California.
In addition, Employee agrees that for any existing restricted stock and restricted stock units that Employee currently holds where the vesting is subject to performance metrics, the shares will be subject to “claw back” in event of a restatement of the financial statement on which the shares vesting is based. Employee shall be required to repay the Company the amount of the shares value in excess of what would have been paid based on the restated numbers. The claw back shall be required without regard to the reason for the restatement.
Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: Irene Oh
Exhibit 10.3.4
AGREEMENT REGARDING GRANTS OF INCENTIVE SHARES AND CLAWBACKS
This Agreement between East West Bancorp, Inc. (“Company”) and the employee referenced below (“Employee”) is entered into as of this 9
th
day of April, 2012 by and between Company and Employee.
Employee has outstanding stock options, restricted stock and / or restricted stock units of the Company that may vest upon a change in control of the Company. Employee agrees that no such shares shall vest by reason of a change in control of the Company unless the Employee is terminated or unless Employee’s job is materially changed. Employee’s job shall be considered materially changed if compensation is reduced, if duties are materially reduced, or if Employee’s principal place of employment is moved more than 25 miles from Pasadena, California.
In addition, Employee agrees that for any existing restricted stock and restricted stock units that Employee currently holds where the vesting is subject to performance metrics, the shares will be subject to “claw back” in event of a restatement of the financial statement on which the shares vesting is based. Employee shall be required to repay the Company the amount of the shares value in excess of what would have been paid based on the restated numbers. The claw back shall be required without regard to the reason for the restatement.
Except as expressly agreed to herein, the Employment Agreement between the parties shall remain in force and effect.
EAST WEST BANCORP, INC.
By: _________________________
____________________________
Employee: James T. Schuler