Exhibit 10.2


 


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                             
(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                                   ,
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                                     ,
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                                             
($                ),
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 $                                
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             
percent (    %) 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)                                    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.


 


(g)                                 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.


 


(h)                                 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.


 


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 


 


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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 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 


 


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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.


 


(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 


 


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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, 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).


 


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(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 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 


 


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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 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 


 


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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.


 


(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 


 


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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 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 


 


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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, 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 


 


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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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Telecopier Number:

  	
   

  
					



 


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