EXHIBIT 10.1


 


EAST
WEST BANCORP, INC.

1998 STOCK INCENTIVE PLAN, AS AMENDED


 


FORM OF SALARY STOCK AWARD AGREEMENT


 


This Salary Stock Award
Agreement (the “Agreement”) is made and
entered into as of March [  ], 2010
by and between East West Bancorp, Inc., a Delaware corporation (the “Company”), and the person named on Exhibit A
(the “Grantee”) pursuant to the
Company’s 1998 Stock Incentive Plan, as amended (the “Plan”).  Capitalized terms not defined in this
Agreement have the meanings ascribed to them in the Plan.


 


1.                                      Grant of Restricted Salary
Stock.  Pursuant and subject to the Plan and this
Agreement, the Company agrees to grant on each semi-weekly payroll date for
services performed for the Company by the Grantee in 2010, a number of
Restricted Stock (the “Salary  Stock”).  The Salary Stock will be calculated by
dividing (x) the semi-weekly salary stock cash value (the “Salary Stock Cash Value”) set forth
on Exhibit A less applicable payroll taxes (e.g., FICA and FUTA),
by (y) the closing price of East West Bancorp, Inc. common stock on
each applicable payroll date.  The Salary
Stock will be immediately 100% vested upon the Grant Dates.  Grantee’s ownership of and rights with
respect to the Salary Stock are limited by the terms and conditions of the Plan
and this Agreement, including restrictions on Grantee’s right to transfer the
Salary Stock.


 


2.                                      Transfer Restriction.  Until lapse of the transfer restrictions, the
Salary Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of except as specifically provided in the Plan or this
Agreement.


 


3.                                      Lapse of Transfer
Restrictions.   The transfer restrictions set forth in Section 2
above shall lapse on the one year anniversary of each grant date (i.e., the
payroll date on which the Salary Stock was granted).


 


4.                                      Termination of Employment;
Termination of Right to Salary Stock.  In the event
of Grantee’s death prior to the lapse of transfer restrictions of Section 3
above, the Salary Stock transfer restrictions shall lapse as of the date one
month following the date of death.  Upon
Termination of Employment for any other reason, the Salary Stock that remain
subject to transfer restrictions as of the date of such termination shall
remain subject to the provisions of Section 3 above.  Grantee’s rights in respect of future grants
of Salary Stock shall immediately terminate upon Termination of Employment,
except that Grantee shall be entitled to receive a final grant of Salary Stock
determined in accordance with Section 1 for any portion of Grantee’s
Salary Stock Cash Value that had accrued through the date of Termination of
Employment but had not yet been paid.  In
addition, Grantee’s right to future Salary Stock under this Agreement will
terminate on December 31, 2010.


 


5.                                      Conditions to Lapse of
Transfer Restrictions.


 


5.1                                 Compliance with Laws. 
The transfer restrictions set fourth in Section 2 above shall not
lapse unless such lapse of the related Salary Stock is in compliance, to the
reasonable satisfaction of the Committee, with all applicable federal and state
laws, as they are in effect on the date of the lapse of restrictions.


 

















 


5.2                                 Other Conditions. 
The Committee may require that Grantee comply with such other procedures
relating to the lapse of transfer restrictions on the Salary Stock as the
Committee may determine, including the use of specified broker-dealers and the
manner in which Grantee shall satisfy tax withholding obligations with respect
to the Salary Stock.


 


5.3                                 Issuance of Shares. 
The Company shall issue the shares of Common Stock registered in the
name of Grantee, Grantee’s authorized assignee or Grantee’s legal
representative.  The Company may postpone
such issuance until it receives satisfactory proof that the issuance of such
shares will not violate any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, any rules or
regulations of the Securities and Exchange Commission  (the “SEC”)
promulgated thereunder, or the requirements of applicable state law relating to
authorization, issuance or sale of securities, or until there has been
compliance with the provisions of such acts or rules.  Grantee understands that the Company is under
no obligation to register or qualify the Salary Stock or Common Stock with the
SEC, any state securities commission or any stock exchange to effect such
compliance.


 


6.                                      Nontransferability of
Agreement.  The rights conferred by this Agreement shall
not be assignable or transferable by Grantee other than by will or by the laws
of descent and distribution, and shall be exercisable during the life of the
Grantee only by the Grantee or the Grantee’s legal representative and any such
attempted assignment, transfer or exercise in contravention of this Section 7
shall be void.


 


7.                                      Privileges of Stock
Ownership.  This Agreement shall not have confer any
rights of a stockholder with respect to voting or dividends until the Salary
Stock has been granted..


 


8.                                      No Obligation to Employ. 
Nothing in the Plan or this Agreement shall confer on Grantee any right
to continue in the employ of, or to continue or establish any other
relationship with, the Company or any Related Entity, or limit in any way the
right of the Company or any Related Entity to terminate Grantee’s employment or
other relationship at any time, with or without Cause.  The Company has not yet determined whether,
and to what extent, the Salary Stock will be taken into account for purposes of
determining benefits under other compensation and benefit plans, programs,
policies and arrangements maintained by the Company.  Any such determination will be made in the
sole discretion of the Company and the Company will inform Grantee once such a
determination has been made.


 


9.                                      Change in Control. 
Subject to the terms of the Plan, the transfer restrictions on the
Salary Stock shall lapse upon the occurrence of a Change in Control.


 


10.                               Amendment; Committee
Discretion.  The Committee may at any time amend the terms
and conditions set forth in this Agreement; provided that,
notwithstanding the foregoing, no such amendment shall materially adversely
affect Grantee’s rights and obligations under this Agreement with respect to
amounts that Grantee has already earned and accrued without Grantee’s prior
written consent (or the consent of Grantee’s estate, if such consent is
obtained after Grantee’s death) and any such amendment shall be made in
accordance with Section 409A of the Code. 
Any amendment of this Agreement shall be in writing signed by an
authorized member of the Committee or a person or persons designated by the
Committee.  Subject to the other
provisions of this Section 11, the Committee shall have full discretion
with respect to any actions to be taken or determinations to be made in
connection with this Agreement, and its determinations shall be final, binding
and conclusive.


 


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11.                               Entire Agreement. 
These Salary Stock are granted pursuant to the Plan and this
Agreement.  The Plan is incorporated
herein by reference.  This Agreement and the
Plan constitute the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof and supersede all prior
understandings and agreements with respect to such subject matter.  Any action taken or decision made by the Committee
arising out of or in connection with the construction, administration,
interpretation or effect of this Agreement shall lie within its sole and
absolute discretion, as the case may be, and shall be final, conclusive and
binding on the Grantee and all persons claiming under or through the Grantee.


 


12.                               Notices. 
Any notice required to be given or delivered to the Company under the
terms of this Agreement shall be in writing and addressed to the Corporate
Secretary of the Company at its principal corporate offices.  Any notice required to be given or delivered
to Grantee shall be in writing and addressed to Grantee at the address
indicated below or to such other address as such party may designate in writing
from time to time to the Company.  All
notices shall be deemed to have been given or delivered upon:  personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return
receipt requested); one (1) business day after deposit with any return
receipt express courier (prepaid); or one (1) business day after
transmission by facsimile.


 


13.                               Successors and Assigns. 
The Company may assign any of its rights under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the Company.  Subject to the
restrictions on transfer set forth herein, this Agreement and the Plan shall be
binding upon Grantee and Grantee’s heirs, executors, administrators, legal
representatives, successors and assigns.


 


14.                               Governing Law. 
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of California without regard to that body of law
pertaining to choice of law or conflict of laws.


 


15.                               Regulatory
Matters/Compliance with Laws.  Compensation
under this Agreement is subject to applicable regulations issued by the U.S.
Department of the Treasury and applicable requirements of agreements between
the Company and the U.S. government, as the same are in effect from time to
time.  Grantee may receive compensation
under this Agreement only to the extent that it is consistent with those
regulations and requirements. In the event that the grant, exercise, lapse of
restrictions, payment, settlement, or accrual of this award or any term of this
award is restricted or prohibited or otherwise conflicts with any applicable
statute (including, without limitation, the Emergency Economic Stabilization
Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009)
or any applicable regulation or other guidance thereunder, or any agreement or
arrangement with or restriction imposed by, the United States Department of the
Treasury, any bank regulatory agency or any other governmental agency (a “Governmental
Restriction”), in each case, as determined by Committee in its sole discretion,
then the Committee may unilaterally modify the terms of this award in such
manner as the Committee determines in its sole discretion to be necessary to
avoid such restriction or prohibition or eliminate such conflict, all without
the further consent of Grantee, such consent being given through Grantee’s
acceptance of this award.  Such
modifications may include, without limitation, the modification of this award
into an award of another type (such as an option award), a reduction of the
number of shares covered by this award or any such modified award, the addition
of grant, exercise, vesting or lapse of restrictions conditions, the delay or
cessation of exercise, lapse of restrictions, payment, settlement, or accrual of
this award, and the cancellation for no consideration of all or a portion of
this award.  In addition, any shares of 


 


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Common Stock acquired by
Grantee pursuant to this award, or any proceeds from the disposition of any
such shares, shall be subject to forfeiture and return to the Company to the
extent required by a Governmental Restriction.


 


IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date noted above.


 


	
   

  	
  EAST
  WEST BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  



 


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