Exhibit
10.3


 


AMENDMENT
TO


EMPLOYMENT
AGREEMENT BETWEEN EAST WEST BANK AND
            


 


WHEREAS, EAST WEST BANK (the “Company”), has
previously entered into an Employment Agreement (the “Agreement”) with                   
(the “Executive”);


 


WHEREAS, the Company desires to amend the
Agreement as set forth below;


 


NOW, THEREFORE, the following amendments are hereby
adopted effective as of the date set forth below:


 


1.                                       The definition of “Change of Control” in Section 7.5
of the Agreement is hereby amended to add at the end thereof the following:


 


Notwithstanding the
foregoing, no event shall constitute a Change of Control for purposes of this
Plan if it is not a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets thereof,
within the meaning of Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and the Treasury Regulations promulgated thereunder.


 


2.                                       The following Section 8.10 is hereby
added to the Agreement:


 


Section 8.10                                Compliance with Internal Revenue Code Section 409A.


 


(a)                                  Unless otherwise expressly provided, any
payment of compensation by Company to the Executive, 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 Executive’s right to such payment vests (i.e., is not subject to a
substantial risk of forfeiture for purposes of 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.  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 Executive’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 Executive’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 Code Section 401(a)(17) (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 Executive incurs such expenses, and the Executive 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.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed this       day of                       ,
2008.


 


	
   

  	
  EAST WEST BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  



 


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