Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is amended
and restated effective as of                       
    , 2008, by and between EAST WEST BANK, a California
banking corporation (the “Company”), and DOMINIC NG (the “Employee”), with
respect to the following facts:


 


A.                                   The Company desires to be assured of the
continued association and services of the Employee in order to take advantage
of his experience, knowledge and abilities in the Company’s business, and is
willing to employ the Employee, and the Employee desires to be so employed, on
the terms and conditions set forth in the Agreement.


 


B.                                     The Employee from time to time in the
course of his employment may learn trade secrets and other confidential
information concerning the Company, and the Company desires to safeguard such
trade secrets and confidential information against unauthorized use and
disclosure.


 


ACCORDINGLY, on the basis of the representations,
warranties and covenants contained herein, the parties hereto agree as follows:


 


1.                                       EMPLOYMENT


 


1.1                                 Employment.  The Company
hereby employs the Employee as President and Chief Executive Officer, and the
Employee hereby accepts such employment, on the terms and conditions set forth
below, to perform during the term of the Agreement such services as are
required hereunder.


 


1.2                                 Duties.  The Employee
shall render such management services to the Company, and shall perform such
duties and acts, in each case consistent with his position as President and
Chief Executive Officer, as reasonably may be required by the Company’s Board
of Directors (the “Board”) in connection with any aspect of the Company’s
business.  The Employee will have such
authority, power, responsibilities and duties as are inherent to his positions
(and the undertakings applicable to his positions) and necessary to carry out
his responsibilities and the duties required of him hereunder.


 


1.3                                 Service to Others. 
During the period in which the Employee is employed by the Company, the
Employee shall devote substantially all of his productive time, ability and
attention to, and shall diligently and conscientiously use his best efforts to
further, the Company’s business, and shall not, without the prior written
consent of the Board, perform such services, for any person other than the
Company, which would materially interfere with the performance of his duties
hereunder.  Notwithstanding the foregoing
provisions of this Section 1.3, while the Employee is employed by the
Company, he may devote reasonable time to activities other than those required
under this Agreement, including the supervision of his personal investments,
and activities involving professional, charitable, educational, religious and
similar types of organizations, speaking engagements, membership on the boards
of directors of other organizations, and similar activities, to the extent that
such other activities do not inhibit or prohibit the performance of the
Employee’s duties under this Agreement, or conflict in any 


 


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material way with the
business or interests of the Company; provided, however, that the
Employee shall not serve on the board of any business, or hold any other
position with any business without the consent of the Board.


 


1.4                                 Place of Performance. 
In connection with his employment with the Company, the Employee will be
based at the principal executive offices of the Company located in the greater
Los Angeles metropolitan area.


 


2.                                       COMPENSATION


 


2.1                                 Compensation. 
As the total consideration for the services which the Employee renders
hereunder, the Employee shall be entitled to the following:


 


(a)                                  An annual base salary of eight hundred thousand
dollars ($800,000), less income tax and other applicable withholdings, payable
in installments consistent with the payments practices generally applicable to
employees of the Company; provided, however, that effective as of each January 1
during the term of the Employee’s employment by the Company, the Board and the
Employee shall review the annual base salary and, if appropriate, revise the
same (provided that in no event shall the Salary of the Employee be
reduced to an amount that is less than $800,000 per year, or to an amount that
is less than the amount that he was previously receiving).


 


(b)                                 An annual bonus for each fiscal year of
the Company, payable not more than seventy-four (74) days after the end of the
fiscal year.  The amount of the bonus for
each year shall equal fifty percent (50%) of the Employee’s annual base salary
if the target level of performance criteria is realized, with a greater
percentage payable if performance exceeds the target level and a lesser
percentage payable if performance is at least at the minimum level but less
than target).  The exact amount of such
increased or reduced percentage shall be equal to the percentage by which
actual performance is below or above the target level criteria.  The performance criteria for determining the
bonus shall be based on achievement of the financial budget for the Company, and
such additional criteria as may be determined by the Board after consultation
with the Employee.  For as long as the U.S.
Department of the Treasury holds an equity or debt position in the Company,
which position was acquired pursuant to the Capital Purchase Program under the
Troubled Asset Relief Program, any bonus paid to the Employee by the Company
shall be subject to recovery, or clawback, by the Company, if the payment of
such bonus was based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria, within the meaning of Section 111(b)(2)(B) of
the Emergency Economic Stabilization Act of 2008 (“EESA”) and any authorities
promulgated thereunder.


 


(c)                                  Participation in all benefit plans or
programs sponsored by the Company for executive officers in general, including,
without limitation, participation in any group health, medical reimbursement,
dental, disability, accidental death or dismemberment or life insurance plan
(the costs, including premiums, of which shall be paid exclusively by the
Company), vacation, sick leave, pension, profit sharing and salary continuation
plans (including without limitation, the non qualified deferred compensation
plan and the 401(k) match restoration plan); provided that the
plans and programs shall be maintained by the Company on 


 


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terms no less favorable
to the Employee than those plans and programs in effect on the date hereof.


 


(d)                                 Reimbursement of any and all reasonable
and documented expenses incurred by the Employee from time to time in the
performance of his duties hereunder.


 


(e)                                  Four (4) weeks paid vacation per
year, and all paid holidays observed by the Company.  In scheduling vacations the Employee shall
take into consideration the needs and activities of the Company.  If the Employee has not been absent from the
Company for two consecutive weeks in the preceding twelve months, no less than
two weeks shall be taken consecutively.


 


(f)                                    The use of a luxury automobile for
business and personal use, together with all reasonable expenses for insurance,
fuel, maintenance, repair and registration, subject to compliance with Section 5.


 


(g)                                 All initiation fees and membership dues
associated with the Employee’s membership in professional, country, social and
other clubs as may be approved by the Chairman of the Board (or, if the
Employee is the Chairman, such other member or members of the Board as may be
determined by the Board), subject to compliance with Section 5.


 


(h)                                 The Company will, to the maximum extent
permitted by law, defend, indemnify and hold harmless the Employee and the
Employee’s heirs, estate, executors and administrators against any costs,
losses, claims, suits, proceedings, damages or liabilities to which the
Employee may become subject which arise out of, are based upon or relate to the
Employee’s employment by the Company (and any predecessor company to the
Company), or the Employee’s service as an officer or member of the Board of
Directors of the Company (or any predecessor company to the Company), including
without limitation reimbursement for any legal or other expenses reasonably
incurred by the Employee in connection with investigation and defending against
any such costs, losses, claims, suits, proceedings, damages or
liabilities.  The Company shall maintain
directors and officers liability insurance in commercially reasonable amounts
(as reasonably determined by the Board), and the Employee shall be covered under
such insurance to the same extent as other senior management employees of the
Company.


 


(i)                                     The Company shall pay for the Employee’s
financial counseling services at the rate of thirty-six thousand dollars ($36,000)  per calendar year, with such amount to be payable either
for services provided personally to the Employee or, at the election of the
Employee, as a member of a group of executives who are eligible for this
financial counseling payment, subject to compliance with Section 5.


 


2.2                                 Illness.  Subject to
the limitations contained in Section 3.4, if the Employee shall be unable
to render the services required hereunder on account of personal injuries or
physical or mental illness, he shall continue to receive all payments provided
in the Agreement; provided, however, that any such payments may, at the
sole option of the Company, be reduced by any amount that the Employee receives
for the period covered by such payments as disability compensation under
insurance policies, if any, maintained by the Company or under government
programs.


 


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3.                                       TERM OF EMPLOYMENT AND TERMINATION


 


3.1                                 Term.  Unless sooner
terminated pursuant to Section 3.4 of the Agreement, the term of
employment under the Agreement shall be for a period commencing on the date hereof
and ending on the third anniversary date thereof; provided, however,
that such term of employment automatically shall be renewed daily, such that at
any time the remaining term shall be equal to three years.  However, additional day-to-day renewals may
be terminated by either party by delivering written notice of such termination
to the other party; provided that such cessation of the automatic
renewals shall be effective on the date specified in such written notice; and
further provided that such cessation of the automatic renewals by the
Board shall be effective only if it is pursuant to a performance evaluation of
the Employee by the Board or a finding by a bank regulatory authority in a
report of examination or otherwise that management of the Company is
unsatisfactory or inadequate.


 


3.2                                 At Will Employment. 
Each party hereby acknowledges and agrees that, except as expressly set
forth in Section 3.4, (i) the Employee’s employment under this
Agreement is AT WILL and can be terminated at the option of either the Company
or the Employee in their sole and absolute discretion, for any or no reason
whatsoever, with or without cause, and (ii) no representations, warranties
or assurances have been made concerning the length of such employment by the
Company.


 


3.3                                 EESA Compliance. 
Notwithstanding anything to the contrary contained herein, the Employee
shall not be entitled to the payment of any severance benefit to the extent
that such payment shall be deemed a “golden parachute payment” as defined in Section 359.1(f) of
the Federal Deposit Insurance Corporation Rules and Regulations, or as
defined in Section 111(b)(2)(C) of EESA and any authorities
promulgated thereunder. Any severance benefit payable pursuant to the terms of
this Agreement shall be reduced only to the extent necessary to cause all
severance payments payable to the Employee by the Company to not constitute
prohibited “golden parachute payments,” only to the extent necessary to comply
with the above requirements.


 


3.4                                 Duties Upon Termination.


 


(a)                                  In the event that employment under the
Agreement is terminated, neither the Company nor the Employee shall have any
remaining duties or obligations hereunder, except that (i) the Company
shall pay, on the date of such termination of employment, to the Employee, or
his estate, such compensation as is due pursuant to Section 2.1, prorated
through the date of termination, (ii) the Employee shall continue to be
bound by Section 4 of the Agreement and (iii) in the event that such
employment is terminated (A) by the Company for any reason other than “for
cause” (as defined below) or (B) by the Employee with “just reason” (as
defined below), the Company shall pay or provide to the Employee, or his
estate, (I) a lump sum payment, not later than thirty days after such
termination of employment, equal to the greater of (A) the remaining
payments due to the Employee under this contract, including the contributions
that would have been made on the Employee’s behalf to any employee benefit
plans of the Company during the remaining term of the agreement or (B) three
times the sum of the Employee’s annual salary rate in effect on the date of
termination plus the annual bonus for the most recent fiscal year prior to the
fiscal year in which occurs the Employee’s termination of 


 


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employment, and (II) participation
in all benefit plans and programs sponsored by the Company for executive
officers in general, all as set forth in Section 2.1(c) for a period
of three (3) years from the date of termination.  All long-term incentive compensation shall
vest at the date of such termination of employment, and shall be payable
according to the terms of the applicable plan.


 


(b)                                 The Company shall be deemed to have
terminated the employment of the Employee “for Cause” if, but only if, such
termination (i) shall result solely from the Employee’s continued and
willful failure or refusal to substantially perform his duties in accordance
with the terms of the Agreement and shall have been approved by 66.66% of the
Board (excluding the Employee); provided, however, that the Employee
first shall have received written notice specifying the acts or omissions
alleged to constitute such failure or refusal and such failure or refusal
continues after the Employee shall have had reasonable opportunity (but in no
event less than thirty (30) days) to correct the same; (ii) the Employee
is subject to a removal proceedings brought by a bank regulatory authority; or (iii) the
Employee is formally charged with a felony involving dishonesty or moral
turpitude; provided, however, that in the case of clause (ii) next
above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next
above, if the Employee is not convicted of the felony, the Employee shall not
be treated as having been terminated “for Cause” and shall be entitled to
prompt payment of all amounts described in clause 3.4(a)(iii).  For purposes of this paragraph (b), no act,
or failure to act, on the Employee’s part shall be deemed “willful” unless
done, or omitted to be done, by the Employee not in good faith and without
reasonable belief that the Employee’s action or omission was in the best
interest of the Company.


 


(c)                                  The Employee shall be deemed to have
terminated his employment with “just reason” if such termination shall result,
in whole or in part, from any of the following events, without the Employee’s
prior written consent:


 


(i)            the breach by
the Company of any material provision of this Agreement;


 


(ii)           receipt by the
Employee of a notice from the Company that the Company intends to terminate
employment under this Agreement;


 


(iii)          the failure of
a successor or assign of the Company’s rights under this Agreement to assume
the Company’s duties hereunder;


 


(iv)          the Company directs
the Employee to perform any unlawful act;


 


(v)           the Employee
ceases to be a member of the Board;


 


(vi)          the Employee’s
duties are materially reduced (including, but not limited to, having primary
oversight through direct reports for the chief financial officer function, the
chief 


 


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credit officer function, the lending function, the
operations and information technology function, the marketing function, the
legal function, and the retail banking function, having responsibility for
regulatory relations of a licensed bank, and having responsibility for investor
relations of a publicly traded company).


 


(vii)         a relocation of
the Employee’s principal place of employment by more than 25 miles by
automobile from 135 N. Los Robles Avenue, Pasadena, CA 91101; or


 


(viii)        liquidation or
dissolution of the Bank;.


 


(d)                                 The Employee shall not be required to
mitigate the amount of any payment provided for in this Agreement by seeking
other employment or otherwise.  The Company
shall not be entitled to set off against the amounts payable to the Employee
under this Agreement any amounts owed to the Company by the Employee, any
amounts earned by the Employee in other employment after termination of his
employment with the Company, or any amounts which might have been earned by the
Employee in other employment had he sought such other employment.


 


3.5                                 Excise Tax Gross-Up.


 


(a)                                  Subject to Section 3.3, if the
Employee becomes entitled to one or more payments (with a “payment” including,
without limitation, the vesting of an option or other non-cash benefit or
property), whether pursuant to the terms of this Agreement or any other plan,
arrangement, or agreement with the Company or any affiliated company (the “Total
Payments”), which are or become subject to the tax imposed by Code Section 4999,
or any similar tax that may hereafter be imposed (the “Excise Tax”), the
Company shall pay to the Employee at the time specified below an additional
amount (the “Gross-up Payment”) (which shall include, without limitation,
reimbursement for any penalties and interest that may accrue in respect of such
Excise Tax) such that the net amount retained by the Employee, after reduction
for any Excise Tax (including any penalties or interest thereon) on the Total
Payments and any federal, state and local income or employment tax and Excise
Tax on the Gross-up Payment provided for by this Section 3.6, but before
reduction for any federal, state, or local income or employment tax on the
Total Payments, shall be equal to the sum of (a) the Total Payments, and (b) an
amount equal to the product of any deductions disallowed for federal, state, or
local income tax purposes because of the inclusion of the Gross-up Payment in
the Employee’s adjusted gross income multiplied by the highest applicable
marginal rate of federal, state, or local income taxation, respectively, for
the calendar year in which the Gross-up Payment is to be made


 


(b)                                 For purposes of determining whether any
of the Total Payments will be subject to the Excise Tax and the amount of such
Excise Tax:


 


(i)                                     The Total Payments shall be treated as “parachute
payments” within the meaning of Code Section 280G(b)(2), and all “excess
parachute payments” within the meaning of Code Section 280G(b)(1) shall
be treated as subject to the Excise Tax, 


 


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unless, and except to the
extent that, in the written opinion of independent compensation consultants or
auditors of nationally recognized standing (“Independent Advisors”) selected by
the Company and reasonably acceptable to the Employee, the Total Payments (in
whole or in part) do not constitute parachute payments, or such excess
parachute payments (in whole or in part) represent reasonable compensation for services
actually rendered within the meaning of Code Section 280G(b)(4) in
excess of the base amount within the meaning of Code Section 280G(b)(3) or
are otherwise not subject to the Excise Tax.


 


(ii)                                  The amount of the Total Payments which
shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the
total amount of the Total Payments or (B) the total amount of excess
parachute payments within the meaning of Code Section 280G(b)(1) (after
applying clause (i) above).


 


(iii)                               The value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Independent Advisors in
accordance with the principles of Code Sections 280G(d)(3) and (4).


 


(c)                                  For purposes of determining the amount of
the Gross-up Payment, the Employee shall be deemed (A) to pay federal
income taxes at the highest marginal rate of federal income taxation for the
calendar year in which the Gross-up Payment is to be made; (B) to pay any
applicable state and local income taxes at the highest marginal rate of
taxation for the calendar year in which the Gross-up Payment is to be made, net
of the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes if paid in such year (determined
without regard to limitations on deductions based upon the amount of the
Employee’s adjusted gross income); and (C) to have otherwise allowable
deductions for federal, state, and local income tax purposes at least equal to
those disallowed because of the inclusion of the Gross-up Payment in the
Employee’s adjusted gross income.  In the
event that the Excise Tax is subsequently determined to be less than the amount
taken into account hereunder at the time the Gross-up Payment is made, the
Employee shall repay to the Company at the time that the amount of such
reduction in Excise Tax is finally determined (but, if previously paid to the
taxing authorities, not prior to the time the amount of such reduction is
refunded to the Employee or otherwise realized as a benefit by the Employee)
the portion of the Gross-up Payment that would not have been paid if such
Excise Tax had been applied in initially calculating the Gross-up Payment, plus
interest on the amount of such repayment at the rate provided in Code Section 1274(b)(2)(B).
 In the event that the Excise Tax is
determined to exceed the amount taken into account hereunder at the time the
Gross-up Payment is made (including by reason of any payment the existence or
amount of which cannot be determined at the time of the Gross-up Payment), the
Company shall make an additional Gross-up Payment in respect of such excess
(plus any interest and penalties payable with respect to such excess) at the
time that the amount of such excess is finally determined.


 


(d)                                 The Gross-up Payment provided for above
shall be paid on the thirtieth (30th) day (or such earlier date as
the Excise Tax becomes due and payable to the taxing authorities) after it has
been determined that the Total Payments (or any portion thereof) are subject to
the Excise Tax; provided, however, that if the amount of such Gross-up
Payment or portion thereof cannot be finally determined on or before such day,
the Company shall pay to the Employee on such day an estimate, as determined by
the Independent Advisors, of the minimum 


 


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amount of such payments
and shall pay the remainder of such payments (together with interest at the
rate provided in Code Section 1274(b)(2)(B)), as soon as the amount
thereof can be determined.  In the event
that the amount of the estimated payments exceeds the amount subsequently
determined to have been due, such excess shall constitute a loan by the Company
to the Employee, payable on the fifth (5th)
day after demand by the Company (together with interest at the rate provided in
Code Section 1274(b)(2)(B)).  If
more than one Gross-up Payment is made, the amount of each Gross-up Payment
shall be computed so as not to duplicate any prior Gross-up Payment.  The Company shall have the right to control
all proceedings with the Internal Revenue Service that may arise in connection
with the determination and assessment of any Excise Tax and, at its sole
option, the Company may pursue or forego any and all administrative appeals,
proceedings, hearings, and conferences with any taxing authority in respect of
such Excise Tax (including any interest or penalties thereof); provided,
however, that the Company’s control over any such proceedings shall be limited
to issues with respect to which a Gross-up Payment would be payable hereunder,
and the Employee shall be entitled to settle or contest any other issue raised
by the Internal Revenue Service or any other taxing authority.  The Employee shall cooperate with the Company
in any proceedings relating to the determination and assessment of any Excise
Tax and shall not take any position or action that would materially increase
the amount of any Gross-up Payment hereunder. 
Notwithstanding the foregoing, all Gross-up Payments and adjustments
shall be paid no later than the end of the calendar year following the year in
which the Executive remits the related taxes to applicable taxing authorities
in compliance with Code Section 409A.


 


4.                                       TRADE SECRETS


 


4.1                                 Trade Secrets. 
The Employee shall not, without the prior written consent of the Board
in each instance, disclose or use in any way, during the term of his employment
by the Company and for one (1) year thereafter, except as required in the
course of such employment, any confidential business or technical information
or trade secret of the Company acquired in the course of such employment,
whether or not patentable, copyrightable or otherwise protected by law, and
whether or not conceived of or prepared by him (collectively, the “Trade
Secrets”) including, without limitation, any information concerning customer
lists, products, procedures, operations, investments, financing, costs,
employees, accounting, marketing, salaries, pricing, profits and plans for
future development, the identity, requirements, preferences, practices and
methods of doing business of specific parties with whom the Company transacts
business, and all other information which is related to any product, service or
business of the Company, other than information which is generally known in the
industry in which the Company transacts business or is acquired from public
sources; all of which Trade Secrets are the exclusive and valuable property of
the Company ; provided, however, that, following termination of
employment, the Employee shall be entitled to retain a copy of any rolodex or
other compilation maintained by him of the names of business contacts with
their addresses, telephone numbers and similar information.


 


4.2                                 Tangible Items. 
All files, accounts, records, documents, books, forms, notes, reports,
memoranda, studies, compilations of information, correspondence and all copies,
abstracts and summaries of the foregoing, and all other physical items related
to the Company, other than a merely personal item, whether of a public nature
or not, and whether prepared by the Employee or not, are and shall remain the
exclusive property of the Company and shall not be 


 


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removed from the premises
of the Company, except as required in the course of employment by the Company,
without the prior written consent of the Board in each instance, and the same
shall be promptly returned to the Company by the Employee on the expiration or
termination of his employment by the Company or at any time prior thereto upon
the request of the Company.


 


4.3                                 Injunctive Relief. 
The Employee hereby acknowledges and agrees that it would be difficult
to fully compensate the Company for damages resulting from the breach or
threatened breach of this Section 4 and, accordingly, that the Company
shall be entitled to seek temporary and injunctive relief, including temporary
restraining orders, preliminary injunctions and permanent injunctions, to
enforce such provisions without the necessity of proving actual damages and
without the necessity of posting any bond or other undertaking in connection
therewith.  This provision with respect
to injunctive relief shall not, however, diminish the Company’s right to claim
and recover damages.


 


4.4                                 “Company”.  For the purposes of this Section 4 of
the Agreement only, the term “Company” shall mean collectively East West Bank,
a California banking corporation, and its successors, assigns and nominees, and
all individuals, corporations and other entities that directly, or indirectly
through one or more intermediaries, control or are controlled by or are under
common control with any of the foregoing.


 


5.                                       Compliance with Internal Revenue Code Section 409A.


 


(a)                                  Unless otherwise expressly provided, any
payment of compensation by Company to the Employee, whether pursuant to this
Agreement or otherwise, shall be made within two and one-half months (21⁄2
months) after the end of the later of the calendar year or the Company’s fiscal
year in which the Employee’s right to such payment vests (i.e., is not subject
to a substantial risk of forfeiture for purposes of Internal Revenue Code Section 409A
(“Code Section 409A”)).  Such
amounts shall not be subject to the requirements of subsection (a) above
applicable to “nonqualified deferred compensation.”


 


(b)                                 All payments of “nonqualified deferred
compensation” (within the meaning of Code Section 409A are intended to
comply with the requirements of Code Section 409A, and shall be
interpreted in accordance therewith. 
Neither party individually or in combination may accelerate any such
deferred payment, except in compliance with Code Section 409A, and no
amount shall be paid prior to the earliest date on which it is permitted to be
paid under Code Section 409A.  In
the event that the Employee is determined to be a “key employee” (as defined
and determined under Code Section 409A) of Company at a time when its
stock is deemed to be publicly traded on an established securities market,
payments determined to be “nonqualified deferred compensation” payable
following termination of employment shall be paid only after the earlier of (i) the
last day of the sixth (6th) complete calendar month following such termination
of employment, or (ii) the Employee’s death, consistent with and to the
extent necessary to meet the requirements Code Section 409A without the
imposition of excise taxes.  Any payment
delayed by reason of the prior sentence shall be paid out in a single lump sum
on the earliest date permitted under Code Section 409A in order to catch
up to the original payment schedule.  Notwithstanding
anything herein to the contrary, no amendment may be made to this Agreement if
it would cause the Agreement or any payment hereunder not to be in compliance
with Code Section 409A.


 


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(c)                                  Section (b) above shall not
apply to that portion of any amounts payable upon termination of employment
which shall qualify as “involuntary severance” under Section 409A because
such amount does not exceed the lesser of (1) two hundred percent (200%)
of the Employee’s annualized compensation from the Company for the calendar
year immediately preceding the calendar year during which the Date of
Termination occurs, or (2) two hundred percent (200%) of the annual
limitation amount under Section 401(a)(17) of the Code (the maximum amount
of compensation that may be taken into account for purposes of a tax-qualified
retirement plan) for the calendar year during which the Date of Termination
occurs.


 


(d)                                 All benefit plans, programs and policies
sponsored by the Company are intended to comply with all requirements of Code Section 409A
or to be structured so as to be exempt from the application of Code Section 409A.  All expense reimbursement or in-kind benefits
provided under this Agreement or, unless otherwise specified, under any Company
program or policy shall be subject to the following rules: (i) the amount
of expenses eligible for reimbursement or in-kind benefits provided during one
calendar year may not affect the benefits provided during any other year; (ii) reimbursements
shall be paid no later than the end of the calendar year following the year in
which the Employee incurs such expenses, and the Employee shall take all
actions necessary to claim all such reimbursements on a timely basis to permit
the Company to make all such reimbursement payments prior to the end of said
period, and (iii) the right to reimbursement or in-kind benefits shall not
be subject to liquidation or exchange for another benefit.


 


6.                                       MISCELLANEOUS


 


6.1                                 Severable Provisions. 
The provisions of the Agreement are severable, and if any one or more
provisions may be determined to be illegal or otherwise unenforceable, in whole
or in part, the remaining provisions, and any partially unenforceable
provisions to the extent enforceable, shall nevertheless be binding and
enforceable.


 


6.2                                 Successors and Assigns. 
All of the terms, provisions and obligations of the Agreement shall
inure to the benefit of and shall be binding upon the parties hereto and their
respective heirs, representatives, successors and assigns.  Notwithstanding the foregoing, neither the
Agreement nor any rights hereunder shall be assigned, pledged, hypothecated or
otherwise transferred by the Employee without the prior written consent of the
Board in each instance.


 


6.3                                 Governing Law. 
The validity, construction and interpretation of the Agreement shall be
governed in all respects by the laws of the State of California applicable to
contracts made and to be performed within that State.


 


6.4                                 Headings.  Section and
subsection headings are not to be considered part of the Agreement and are
included solely for convenience and reference and in no way define, limit or
describe the scope of the Agreement or the intent of any provisions hereof.


 


6.5                                 Entire Agreement. 
The Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof, and supersedes all prior
agreements, understandings, negotiations and discussions, whether oral or
written, relating to the subject matter of the Agreement.  No supplement, modification, waiver or
termination of the 


 


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Agreement shall be valid
unless executed by each party to be bound thereby.  No waiver of any of the provisions of the
Agreement shall be deemed to or shall constitute a waiver of any other
provisions hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.


 


6.6                                 Notice.  Any notice or
other communication required or permitted hereunder shall be in writing and
shall be deemed to have been given (i) if personally delivered, when so
delivered, (ii) if mailed, one (1) week after having been placed in
the United States mail, registered or certified, postage prepaid, addressed to
the party to whom it is directed at the address set forth below or (iii) if
given by telex or telecopier, when such notice or other communication is
transmitted to the telex or telecopier number specified below and the
appropriate answerback or telephonic confirmation is received.  Either party may change the address to which
such notices are to be addressed by giving the other party notice in the manner
herein set forth.


 


6.7                                 Attorneys’ Fees. 
The Company will reimburse the Employee for the reasonable attorney fees
incurred in connection with the negotiation of this Agreement.  In the event any party takes legal action to
enforce any of the terms of the Agreement, the unsuccessful party to such
action shall pay the successful party’s expenses, including attorneys’ fees,
incurred in such action.


 


6.8                                 Third Parties. 
Nothing in the Agreement, expressed or implied, is intended to confer
upon any person other than the Company or the Employee any rights or remedies
under or by reason of the Agreement.


 


6.9                                 Arbitration. 
Any controversy arising out of or relating to this Agreement or the
transactions contemplated hereby shall be referred to arbitration before the
American Arbitration Association strictly in accordance with the terms of this
Agreement and the substantive law of the State of California.  The board of arbitrators shall convene at a
place mutually acceptable to the parties in the State of California and, if the
place of arbitration cannot be agreed upon, arbitration shall be conducted in
Los Angeles.  The parties hereto agree to
accept the decision of the board of arbitrators, and judgment upon any award
rendered hereunder may be entered in any court having jurisdiction
thereof.  Neither party shall institute a
proceeding hereunder until that party has furnished to the other party, by
registered mail, at least thirty (30) days’ prior written notice of its intent
to do so.


 


6.10                           Construction. 
This Agreement was reviewed by legal counsel for each party hereto and
is the product of informed negotiations between the parties hereto.  If any part of this Agreement is deemed to be
unclear or ambiguous, it shall be construed as if it were drafted jointly by
the parties.  Each party hereto acknowledges
that no party was in a superior bargaining position regarding the substantive
terms of this Agreement.


 


6.11                           Consent to Jurisdiction. 
Subject to Section 6.9, each party hereto, to the fullest extent it
may effectively do so under applicable law, irrevocably (i) submits to the
exclusive jurisdiction of any court of the State of California or the United
States of America sitting in the City of Los Angeles over any suit, action or
proceeding arising out of or relating to this Agreement, (ii) waives and
agrees not to assert, by way of motion, as a defense or otherwise, 


 


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any claim that it is not
subject to the jurisdiction of any such court, any objection that it may now or
hereafter have to the establishment of the venue of any such suit, action or
proceeding brought in any such court and any claim that any such suit, action
or proceeding brought in any such court has been brought in an inconvenient
forum, (iii) agrees that a judgment in any such suit, action or proceeding
brought in any such court shall be conclusive and binding upon such party and
may be enforced in the courts of the United States of America or the State of
California (or any other courts to the jurisdiction of which such party is or
may be subject) by a suit upon such judgment and (iv) consents to process
being served in any such suit, action or proceeding by mailing a copy thereof
by registered or certified air mail, postage prepaid, return receipt requested,
to the address of such party specified in or designated pursuant to Section 6.6.
Each party agrees that such service (i) shall be deemed in every respect
effective service of process upon such party in any such suit, action or
proceeding and (ii) shall, to the fullest extent permitted by law, be
taken and held to be valid personal service upon and personal delivery to such
party.


 


6.12                           Legal Counsel. 
EACH PARTY HEREBY ACKNOWLEDGES THAT IN CONNECTION WITH THIS AGREEMENT IT
HAS SOUGHT THE ADVICE OF SUCH INDEPENDENT LEGAL COUNSEL AS IT SHALL HAVE
DETERMINED TO BE NECESSARY OR ADVISABLE IN ITS SOLE AND ABSOLUTE DISCRETION.


 


IN WITNESS WHEREOF, the parties hereto have caused the
Agreement to be executed as of the date and year first set forth above.


 


	
   

  	
  EAST
  WEST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Authorized Representative

  
	
   

  	
  135 N. Los Robles Avenue, 7th Floor

  
	
   

  	
  Pasadena, California 91101

  
	
   

  	
  Telecopier Number: (626) 243-1282

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DOMINIC NG

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopier Number:

  	
   

  
						



 


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