EXHIBIT 10.10.1
ANNUAL AMENDMENT TO EMPLOYMENT AGREEMENT
This Annual Amendment to the Employment Agreement (the "Employment
Agreement") by and between EAST-WEST BANK ("Bank"), and Xxxxxx Xxxx Chow
("Executive") is entered into on this 1st day of February, 2000.
Pursuant to Section 9.3 of the Employment Agreement between the Bank and
Executive, the following terms and conditions of the Employment agreement are
hereby modified and agreed to, as approved and authorized for and on behalf of
the Bank by action of its Board of Directors at a meeting held on January 19,
2000, at which meeting a quorum was present and voted, exclusive of Executive:
1. TERM
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The term of the Employment Agreement shall be extended from February 1,
2000 for a period of one year and during such term the Executive shall serve as
Executive Vice President.
2. COMPENSATION
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During the Term, Executive shall receive an annual base salary in the
amount of One Hundred forty-five Thousand Three Hundred Fifty-One Dollars
($145,351.00) payable in accordance with the normal payroll practices of the
Bank. Annual salary increases shall be according to Bank policy which are based
on merit and the bank's financial performance for the previous year. Annual
increases are in the sole discretion of the Bank.
3. CHANGE OF CONTROL
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A new Section 7.6 shall be added to the Agreement to read as follows:
7.6 Change of Control. If a Change of Control (as defined below) occurs
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during the term of this Agreement, and if Executive is terminated without cause
within twelve (12) months of such Change of Control, Executive shall receive a
severance payment equal to two times the annual base salary; this severance
payment shall be in lieu of the severance payment provided in Section 7.1 and
7.4 of this Agreement or under any severance payment to which Executive would
otherwise be entitled to under this Agreement or under any severance program of
general application of the Bank or any entity which might acquire control of
Bank. Change of Control means:
(I) any date upon which the directors of the Company who were last
nominated by the Board of Directors (the "Board") for election as directors
cease to constitute a majority of the directors of the Company;
(II) the date of the first public announcement that any person or entity,
together with all Affiliates and Associates (as such capitalized terms are
defined in Rule 12b-2) promulgated under the Securities and Exchange Act of
1934, as amended (the "Exchange Act")) of such person or entity, shall have
become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the
Exchange Act) of voting securities of the Company representing 51% or more of
the voting power of the Company (a "51% Stockholder"); provided,
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however, that the terms "person" and "entity," as used in this clause (B),
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shall not include (1) the Company or nay of its subsidiaries, (2) any employee
benefit plan of the Company or any of its subsidiaries, (3) any entity holding
voting securities of the Company for or pursuant to the terms of any such plan
or (4) any person or entity who was a 51% Stockholder on the date of adoption of
the Plan by the Board; or (5) the formation of a holding in which the
shareholders of the holding company after its formation are substantially the
same as for the Company prior to the holding company formation.
Except as expressly agreed to herein, the Employment Agreement between
the parties shall remain in force and effect.
EAST WEST BANK
By:
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Executive
