EXHIBIT 10.3


 


CONSENT


 


We, the undersigned, hereby do consent to the
adoption of the amendments to the “Benefit Plans” as defined in and as
described in the attached “Executive Compensation Committee Amendment to
Benefit Plans to Comply with Emergency Economic Stabilization Act”  adopted by the Executive Compensation
Committee of the Board of Directors, as and to the extent, and for the period,
required by the provisions of Section 111 of the Emergency Economic
Stabilization Act of 2008 (“EESA”) applicable to participants in the Capital
Purchase Program under EESA and the regulation issued by the Department of the
Treasury as published in the Federal Register on October 20, 2008.


 


 


	
   

  	
  Agreed to and acknowledged

  as of the
                      day
  of December, 2008:

  



 


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  Wellington Chen

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Donald Chow

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Julia Gouw

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Douglas P. Krause

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dominic Ng

  



 


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EAST WEST BANCORP, INC.


 


EXECUTIVE COMPENSATION COMMITTEE


AMENDMENT TO BENEFIT PLANS TO COMPLY


WITH EMERGENCY ECONOMIC STABILIZATION ACT


 


RECITALS


 


WHEREAS, East West Bancorp, Inc. (the “Company”)
has entered or will enter into a Securities Purchase Agreement with the United
States Department of Treasury (the “Agreement”) as part of the Capital Purchase
Program under the Emergency Economic Stabilization Act of 2008 (“EESA”);


 


WHEREAS, pursuant to Section 1.2(d)(iv) of
the Agreement, the Company is required to amend its “Benefit Plans” with
respect to its “Senior Executive Officers” (as such terms are defined in the
Agreement) to the extent necessary to comply with Section 111 of EESA; and


 


WHEREAS, the applicable “Benefit Plans” are
the plans in which any Senior Executive Officer participates, or is eligible to
participate, and the agreements to which any Senior Executive Officer is a
party, that either: (i) provide for incentive or bonus compensation based
on the achievement of performance goals tied to or affected by the Company’s
financial results (“Financial Performance Plans”) or (ii) provide for
payments or benefits upon an “applicable severance from employment” within the
meaning of EESA (“Involuntary Separation Pay Arrangements”).


 


RESOLUTIONS


 


RESOLVED, that each Financial Performance
Plan and Involuntary Separation Pay Arrangement is hereby amended effective as
of the date of entry into the Agreement as follows:


 


1.             Compliance
With Section 111 of EESA.  Each
Financial Performance Plan and Involuntary Separation Pay Arrangement is hereby
amended by adding the following provision as a final section to such
arrangement:


 


“Compliance With Section 111 of EESA.  Solely to the extent, and for the period,  required by the provisions of Section 111
of the Emergency Economic Stabilization Act of 2008 (“EESA”) applicable to
participants in the Capital Purchase Program under EESA (the “Capital Purchase
Program”) and the regulations issued by the Department of the Treasury as
published in the Federal Register on October 20, 2008 (and any successor
provisions or regulations): (a) each “Senior Executive Officer” within the
meaning of Section 111 of EESA and the regulations issued by the
Department of the Treasury as published in the Federal Register on October 20,
2008 (and any successor provisions or regulations) who participates in this
plan or is a party to this agreement shall be ineligible to receive compensation
hereunder to the extent that the Executive Compensation Committee of the Board
of Directors of the Company determines 


 


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this plan or agreement includes incentives
for the Senior Executive Officer to take unnecessary and excessive risks that
threaten the value of the Company; (b) each Senior Executive Officer who
participates in this plan or is a party to this agreement shall be required to
forfeit any bonus or incentive compensation paid to the Senior Executive
Officer hereunder during the period that the Department of the Treasury holds a
debt or equity position in the Company acquired under the Capital Purchase
Program based on statements of earnings, gains, or other criteria that are
later proven to be materially inaccurate; and (c) the Company shall be
prohibited from making to each Senior Executive Officer who participates in
this plan or is a party to this agreement, and each such Senior Executive
Officer shall be ineligible to receive hereunder, any “golden parachute payment”
in connection with the Senior Executive Officer’s “applicable severance from
employment,” in each case, within the meaning of Section 111 of EESA and
the regulations issued by the Department of the Treasury as published in the
Federal Register on October 20, 2008 (and any successor provisions or
regulations).


 


2.             Continuation of
Affected Plans.  Except as expressly
or by necessary implication amended hereby, each Financial Performance Plan and
Involuntary Separation Pay Arrangement shall continue in full force and effect.


 


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