Delaware
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000-24939
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95-4703316
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Exhibit
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Description
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10.1
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Employment Agreement dated December 21, 2016 by and between East West Bank and Irene Oh.
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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.,
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Executive Vice President and General Counsel
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Exhibit Number
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Description
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10.1
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Employment Agreement dated December 21, 2016 by and between East West Bank and Irene Oh.
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1.
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POSITION AND RESPONSIBILITIES
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a.
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Duties. Executive shall perform such duties and responsibilities as are normally related to such positions in accordance with the standards of the industry and any additional duties now or hereafter assigned to Executive by the Bank. Executive shall abide by the rules, regulations, and practices as adopted or modified from time to time in the Bank’s sole discretion.
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b.
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No Conflict. Executive represents and warrants that Executive’s execution of this Agreement, Executive’s employment with the Bank, and the performance of Executive’s proposed duties under this Agreement shall not violate any obligations Executive may have to any other employer, person or entity, including any obligations with respect to proprietary or confidential information of any other person or entity.
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c.
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Other Activities. Except upon the prior written consent of the Bank, Executive will not, during the term of this Agreement, (i) accept any other employment, or (ii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that might interfere with Executive’s duties and responsibilities hereunder or create a conflict of interest with the Bank.
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2.
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TERM OF CONTRACT
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3.
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COMPENSATION AND BENEFITS
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a.
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Annual Base Salary. In consideration of the services to be rendered under this Agreement, the Bank shall pay Executive a salary of $16,538.46 bi-weekly or $430,000 annually (“Annual Base Salary”). The Annual Base Salary shall be paid in accordance with the Bank’s regularly established payroll practices. Executive’s Annual Base Salary will be reviewed from time to time in accordance with the established procedures of the Bank for adjusting salaries for similarly situated employees in the sole discretion of the Bank, however, Executive’s Annual Base Salary shall not be decreased at any time during the term of this Agreement.
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b.
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Benefits. During employment with the Bank, Executive will participate in all employee benefit plans and perquisite arrangements that are made available to senior executives of the Bank generally, as such plans or arrangements may be amended from time to time in the Bank’s sole discretion. Executive shall be eligible for 21 days of paid vacation annually.
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c.
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Expenses. During Executive’s employment with the Bank, the Bank will reimburse Executive for all reasonable business expenses incurred in connection with the performance of Executive’s duties to the Bank or its affiliates in accordance with the Bank’s expense reimbursement policy.
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d.
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Bonus. Executive will be eligible to participate in the Bank’s annual performance-based cash incentive plan, with a target bonus opportunity (“Target Bonus”) of 60% of Annual Base Salary; provided, however, that the actual bonus for any given year will be determined and paid in accordance with the Bank’s annual bonus plan arrangements applicable to senior executives generally.
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e.
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Stock. Executive will be eligible for annual stock grants, such grants being in amounts, and having terms and conditions as approved by the Board of Directors of the Bank (the “Board”). The stock grants will serve as a long-term incentive plan that has and will have vesting schedules approved by the Board.
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4.
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TERMINATION OF EMPLOYMENT
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a.
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Termination for Cause by the Bank. The Bank may terminate Executive’s employment for Cause at any time, with notice as required below, in which case Executive shall be entitled to receive the Accrued Obligations. Thereafter, all obligations of the Bank under this Agreement shall cease. For purposes of this Agreement, “For Cause” shall mean: (i) willful failure to substantially perform Executive’s duties to the Bank (other than due to death or Disability); (ii) misconduct that has caused or is reasonably expected to cause material economic or reputational harm to the Bank or any of its affiliates; (iii) breach of any fiduciary duty owed to the Bank or its affiliates; (iv) conviction of, or entering a plea of guilty or nolo contendere to, a felony; or (v) material breach or willful disregard of a written policy or code of conduct of the Bank. The Bank shall provide Executive with at least ten (10) business days written notice of its intent to terminate Executive “for Cause,” which written notice shall (i) indicate the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated and (iii) specifies the date of termination.
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b.
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Termination Without Cause by the Bank or for Just Reason by Executive. The Bank may terminate Executive’s employment with the Bank at any time for any reason or no reason at all, upon one month advance written notice, notwithstanding anything to the contrary contained in or arising from any statements, policies or practices of the Bank relating to the employment, discipline or termination of its employees. In addition, it shall be considered termination without Cause by the Bank if (i) Executive terminates her employment for Just Reason or, (ii) without Executive’s consent, (A) this Agreement is not, whether initially or with respect to any subsequent renewal period, renewed or approved by Bank’s Board of Directors (other than in connection with a for Cause event), and (B) within one month following the end of the then-current employment term, Executive resigns from Bank. Upon the Bank’s termination of Executive’s employment without Cause, Executive shall be entitled to receive the Accrued Obligations, and the Severance Pay and other benefits, as described in Section 4(f) below. Thereafter, all obligations of the Bank under this Agreement shall cease.
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c.
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Termination By Death of Executive. Executive’s employment shall terminate automatically upon Executive’s death, in which case Executive shall be entitled to receive the Accrued Obligations and any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination, payable as provided in Section 3.d. (without regard to any continued employment requirement but subject to all other applicable program terms and conditions and paid if, as and when paid to other senior Bank executives). Thereafter all obligations of the Bank under this Agreement shall cease. In addition, pursuant to the terms of the Equity Plan, all unvested RSUs that have been granted prior to the date of death shall immediately vest. Nothing in this Section shall affect any entitlement of Executive’s heirs or devisees to the benefits of any life insurance plan or other applicable benefits.
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d.
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Termination By Disability of Executive. If Executive becomes eligible for the Bank’s long term disability benefits or if, in the sole opinion of the Bank, Executive is unable to carry out the responsibilities and functions of the position held by Executive by reason of any physical or mental impairment for more than ninety (90) consecutive days or more than one hundred and twenty (120) days in any twelve-month period (referred to hereinafter as Executive’s “Disability”), then, to the extent permitted by law, the Bank may terminate Executive’s employment. Upon the Bank’s termination of Executive’s employment, Executive shall be entitled to receive the Accrued Obligations and any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination, payable as provided in Section 3.d. (without regard to any continued employment requirement but subject to all other applicable program terms and conditions and paid if, as and when paid to other senior Bank executives). In addition, pursuant to the terms of the Equity Plan, all unvested RSUs that have been granted prior to the date of Disability shall immediately vest. Thereafter all obligations of the Bank under this Agreement shall cease. Nothing in this Section shall affect Executive’s rights under any disability plan in which Executive is a participant.
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e.
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Definitions.
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f.
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Severance. In the event that Executive’s employment is terminated by the Bank without Cause, the Bank shall pay to Executive, in addition to Accrued Obligations,
any annual bonus earned but unpaid with respect to a performance year ending on or preceding the date of termination, payable as provided in
Section 3.d.
(without regard to any continued employment requirement but subject to all other applicable program terms and conditions and paid if, as and when paid to other senior Bank executives)
, and a single lump sum amount as follows (“Severance Pay”): (a) an amount equal to 2 times of Executive’s then Annual Base Salary; and (b) an amount equal to the annual cash bonus payout last received by Executive. In addition, any equity award pursuant to Section 3(e) shall continue to vest according to the grant date schedules, provided that, such performance RSUs will be settled based on performance unit goal achievement, except that if such termination of employment occurs within two (2) years after a Change of Control, such performance RSUs will be settled as follows: (i) any RSUs for which the performance period has elapsed will continue to vest based on performance unit goal achievement, and (ii) any RSUs for which the performance period has not lapsed will be converted into time-based units based on the target performance level.
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5.
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TERMINATION OBLIGATIONS
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a.
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Return of Property. Executive agrees that all property (including without limitation all equipment, tangible proprietary information, documents, records, notes, contracts and computer-generated materials) furnished to or created or prepared by Executive incident to Executive’s employment belongs to the Bank and shall be promptly returned to the Bank upon termination of Executive’s employment.
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b.
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Resignation and Cooperation. During the Term of this Agreement and the 12-month period beginning upon the termination of the Term, at the Bank’s request, to the extent that such cooperation or assistance does not materially interfere with the Executive’s duties to any subsequent employer and at times and places reasonably convenient to the Executive, the Executive shall reasonably cooperate and assist the Bank in connection with any investigations by representatives of the Bank or by governmental authorities, any claims that have been or may be made against the Bank, and any claims that have been or may be made by the Bank, in any case, that in part arise from or relate to the period of time during which the Executive provided services to the Bank. The Executive shall promptly inform the Bank if (i) he becomes aware of any lawsuits involving such claims that may be filed against the Bank; or (ii) he is asked to assist in any investigation of the Bank, regardless of whether a lawsuit has then been filed against the Bank with respect to such investigation. If by reason of conflict of interest or confidentiality concern the Executive cannot be adequately advised or represented by Bank counsel in any such action, the Bank shall pay for separate legal counsel of the Executive’s choosing (which counsel shall be reasonably satisfactory to the Bank) in connection with such assistance. The Bank shall promptly reimburse the Executive for all of her reasonable out-of-pocket expenses associated with such assistance (including travel expenses and the fees and any expenses of counsel as described above).
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c.
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Continuing Obligations. Executive understands and agrees that Executive’s obligations under Sections 4, 5, 6 and 7 herein (including Exhibits B and C) shall survive the termination of Executive’s employment for any reason and the termination of this Agreement.
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d.
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Indemnification.
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6.
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INVENTIONS AND PROPRIETARY INFORMATION; PROHIBITION ON THIRD PARTY INFORMATION
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a.
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Confidential Information Agreement. Executive agrees to sign and be bound by the terms of the Bank’s Confidential Information Agreement, which is attached as Exhibit B (“Confidential Information Agreement”).
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b.
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Non-Solicitation. Executive acknowledges that because of Executive’s position in the Bank, Executive will have access to material intellectual property and confidential information of the Bank. During the term of Executive’s employment and thereafter, in addition to Executive’s other obligations hereunder or under the Confidential Information Agreement, Executive shall not, for Executive or any third party, directly or indirectly use confidential information to solicit or otherwise induce any person employed by the Bank to terminate his/her employment or any customer to move their banking relationship from the Bank.
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7.
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ARBITRATION
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8.
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AMENDMENTS; WAIVERS; REMEDIES
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9.
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ASSIGNMENT; BINDING EFFECT
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a.
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Assignment. The performance of Executive is personal hereunder, and Executive agrees that Executive shall have no right to assign and shall not assign or purport to assign any rights or obligations under this Agreement. This Agreement may be assigned or transferred by the Bank; and nothing in this Agreement shall prevent the consolidation, merger or sale of the Bank or a sale of any or all or substantially all of its assets.
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b.
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Binding Effect. Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, directors, agents, successors and assigns of the Bank; and the heirs, devisees, spouses, legal representatives and successors of Executive.
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10.
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SEVERABILITY
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11.
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TAXES & SECTION 409A
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12.
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GOVERNING LAW
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13.
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INTERPRETATION
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14.
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COUNTERPARTS
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15.
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AUTHORITY
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16.
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ENTIRE AGREEMENT
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17.
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EXECUTIVE ACKNOWLEDGEMENT
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EXECUTIVE
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Date:
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December 21, 2016
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By:
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/s/ Irene Oh
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Irene Oh
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Executive Vice President and Chief Financial Officer
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East West Bank
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Date:
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December 21, 2016
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By:
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/s/ Douglas P. Krause
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Douglas P. Krause, Esq.,
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Executive Vice President and General Counsel
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