exv10w9



 





EXHIBIT 10.9




UCBH HOLDINGS, INC.




SENIOR EXECUTIVE ANNUAL INCENTIVE PLAN




     The UCBH HOLDINGS, INC. Senior Executive Annual Incentive Plan (“Plan”) is intended to provide
an annual incentive whereby a significant portion of the selected executive’s compensation is based
on his or her efforts in achieving specified performance objectives established for a given Year.
The Plan is designed to attract, motivate and retain key executives on a market-competitive basis
in which total cash compensation levels are closely linked with accomplishment of UCBH Holdings’
financial and strategic objectives.



Definitions




     Except as otherwise specified or as the context may otherwise require, the following terms
have the meanings indicated below for the purposes of this Plan:



     Board means the Board of Directors of UCBH Holdings, Inc. and United Commercial Bank.



     Code means the Internal Revenue Code of 1986, as amended.



     Committee means the Compensation Committee (formerly the Human Resources Committee) of the
Board or any such other Committee to which the Board has delegated the responsibility for
administering the Plan. The Committee shall consist of three or more members of the Board who are
“outside directors” as defined in Code Section 162(m) and the regulations thereunder.



     Disability means disability according to the definition prescribed in Section 409A of the
Internal Revenue Code.



     Joint Venture means any partnership designated by the Committee where UCBH Holdings, Inc.
maintains 50% or more of the voting securities of the venture or any such lesser percentage as the
Committee may determine, in its sole discretion.



     Layoff means a termination which is not for cause but rather is due to a permanent or
indefinite reduction in the workforce, including, but not limited to, the elimination of a
Participant’s position as a result of a facility closure, discontinuance or relocation of
operations, acquisition, reorganization or sale (including the sale by UCBH Holdings, Inc. of a
business unit, division, product line or functionally related group of assets).



     Participant means an eligible employee of UCBH Holdings, Inc. or United Commercial Bank
selected for plan participation in accordance with the procedures set forth in this Plan.



     Plan means the UCBH Holdings, Inc. Senior Executive Annual Incentive Plan as set forth herein.



     Plan Compensation means the amounts earned for the Year as a consequence of the Plan.



 









 





     Retirement is as defined in the United Commercial Bank Savings Plus 401(k) Plan.



     Subsidiary means any corporation designated by the Committee in which UCBH Holdings, Inc. owns
an equity interest.



     UCBH Holdings, Inc. means UCBH Holdings, Inc., United Commercial Bank and its Subsidiaries and
Joint Ventures.



     Year means the fiscal year of UCBH Holdings, Inc.



Administration




     The Committee is empowered with the following duties related to the Plan: administer the Plan;
interpret the Plan; propose, change, or eliminate features of the Plan (including terminating the
Plan); and determine the rights and obligations of Participants under the Plan. The Committee may
delegate certain of these activities, and all other matters as it solely determines, but it may not
delegate its determination of specific performance goals to be met on the certification that such
goals have been met. All decisions of the Committee shall be final and binding upon all parties
including UCBH Holdings, Inc., its shareholders, and its participants.



Eligibility and Participation




     Within the first 90 days of each Year, the Committee shall identify in writing which UCBH
Holdings, Inc. and United Commercial Bank executive officers will participate in the Plan for such
Year. Additions to the Plan during a Year shall be made only in the event of a promotion or new
hire of an executive officer.



     At the time of identifying the executive officers to participate in the Plan for that Year,
the Committee shall also specify the objective formula on which the Plan Compensation will be based
for that year.



Performance Criteria & Maximum Incentive




     Plan Compensation will be paid only upon the achievement of specific performance goals
established by the Committee, in writing, within the first 90 days of each Year. In the case of a
newly-hired or promoted individual added to the Plan during a Year, specific performance goals must
be set before 25% of such individual’s service to UCBH Holdings, Inc. for the performance period
established for the individual has elapsed. Such performance goals may be unique each Year and will
be based on one or more of the following performance-based criteria:



	 	 	 
	• Return on assets

	 	• Price earnings ratio
	• Return on average assets

	 	• Operating income
	• Return on equity

	 	• Efficiency ratio
	• Return on capital

	 	• Loan portfolio growth
	• Return on revenues

	 	• Core deposit growth
	• Cash flow

	 	• Credit quality






 









 






	 	 	 
	• Book value

	 	• Net interest margin
	• Stock price performance

	 	• Core earnings
	• Earnings per share
	 	 






     Each of these performance criteria are to be specifically defined by the Committee on a UCBH
Holdings, Inc.-specific basis or in comparison with the performance with other companies in the
same industry. At the time the goals are established, the Committee may provide that the specific
performance targets will be adjusted to exclude the effect of specified items of an unusual or
nonrecurring nature, or provide that no such adjustment will be made. The maximum annual incentive
award payable under the Plan to a specific Participant may not exceed three million dollars
($3,000,000) for any given Plan Year. Lesser maximum target awards may also be established by the
Committee for each Participant.



     The Committee, in its sole discretion, may reduce or eliminate an earned award, but may not
under any circumstances increase such award.



Payments




     Before any payments are made under the Plan, the Committee must certify in writing that the
performance goals justifying the payment of Plan Compensation have been met. Amounts earned under
the Plan will generally be paid within two and a half months following the close of the Plan Year
to which the performance relates but in any event will be paid by the December 31 following the end
of the Plan Year to which the performance relates. Generally, the Participant must be an active
employee of UCBH Holdings, Inc. on the last business day of the Plan Year in order to receive the
payment of Plan Compensation when it is ultimately made. Active employment will be determined by
the Committee, in its sole discretion.



     Exceptions to this rule may be made in the cases of death, Layoff, Disability, or Retirement.
The amount earned in the event of such an exception shall be prorated and payment made no later
than the payment for then-active Participants for the affected Plan Year. If death, Layoff,
Disability, or Retirement occurs after the close of a Plan Year, but before payment is made on
behalf of that Plan Year, such event shall not affect the calculated bonus, although the Committee
retains in all cases its discretion to reduce or eliminate the earned bonus amount.



 









 





Miscellaneous




     No Contract or Guarantee of Continued Employment. Eligibility to participate in the Plan is
not a guarantee of continued employment. The Plan does not constitute a contract of employment, and
UCBH Holdings, Inc. specifically reserves the right to terminate a Participant’s employment at any
time with or without cause and with or without notice or assigning a reason.



     No Guarantee of Plan Compensation. Eligibility to participate in this Plan does not guarantee
the payment of Plan Compensation. Participants who have accrued rights to Plan Compensation shall
be general unsecured creditors of UCBH Holdings, Inc. and shall not have any interest in the income
or assets of UCBH Holdings, Inc.



     Assignments and Transfers. With the exception of transfer by beneficiary designation, will or
by the laws of descent and distribution, rights under the Plan may not be transferred or assigned.



     Withholding Tax. The UCBH Holdings, Inc. will deduct from all cash payments due to a
Participant all taxes required by law to be withheld with respect to such payments.



Governing Law




     The Plan shall be construed, administered and governed in all respects under and by the
applicable internal laws of California, without giving effect to the principles of conflicts of law
thereof.



Plan Amendment and Termination




     The Committee may, in its sole and absolute discretion, amend, suspend or terminate the Plan
at any time, with or without advance notice to Participants. Notwithstanding the foregoing, no
amendment to the Plan shall be effective which would increase the maximum award payable, which
would change the specified performance objectives for payment of awards, or which would modify the
requirements as to eligibility for participation unless the stockholders of UCBH Holdings, Inc.
shall have first approved such change. Under no circumstances may the Plan be amended to permit the
Committee to increase the amount of the then-current Plan Year’s target award once the performance
goals for the Plan Year have been set.



Effective Date of the Plan




     This Plan shall be effective on the date it is approved by the shareholders of UCBH Holdings,
Inc. This approval must occur within one year after approval by the Board. Any grant of Plan
Compensation prior to the approval by the shareholders of the UCBH Holdings, Inc. shall be void if
such approval is not obtained.