exv10w5






Exhibit 10.5




RESOLUTION

OF THE

EMPLOYEE BENEFITS/COMPENSATION COMMITTEE

OF

WESTAMERICA BANCORPORATION




     The following was considered and adopted by Unanimous Written Consent of the Employee
Benefits/Compensation Committee of Westamerica Bancorporation, a California corporation, on
February 9, 2009:



TO EFFECT AMENDMENT TO BENEFIT PLANS TO COMPLY

WITH EMERGENCY ECONOMIC STABILIZATION ACT





     WHEREAS, WESTAMERICA BANCORPORATION (the “Company”) has entered or will enter into a Letter
Agreement, incorporating within 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, as amended from time to time (“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 and the regulations issued by the Department
of the Treasury promulgated thereto: (a) each “Senior Executive Officer”, within
the meaning of Section 111 of EESA and the rules regulations issued by the
Department of the Treasury



 









 






promulgated thereto, who participates in this plan or is a party to this
agreement shall be ineligible to receive compensation hereunder to the extent
that the Employee Benefits and Compensation Committee of the Board of Directors
of the Company determines this plan or agreement includes incentives for the
Senior Executive Officer to take unnecessary and excessive risks that threaten
the value of the financial institution; (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 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 rules and regulations issued by the Department of the Treasury
thereto.”




     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.



     IN WITNESS WHEREOF, this Written Consent has been signed as of the date indicated above.



	 	 	 	 	 
	 	 	 
	/s/
 	 	 
	Etta Allen 	 	 
	 
	 	 	 
	                         /s/
 	 	 
	Arthur C. Latno, Jr. 	 	 
	 
	 	 	 
	                         /s/
 	 	 
	Patrick D. Lynch 	 	 
	 
	 	 	 
	                         /s/
 	 	 
	Ronald A. Nelson