Exhibit 10(e)
WESTAMERICA BANCORPORATION
DEFERRED COMPENSATION AGREEMENT
WITH XXXXX X. XXXXX,
CHIEF EXECUTIVE OFFICER
WESTAMERICA BANCORPORATION
CHIEF EXECUTIVE OFFICER
DEFERRED COMPENSATION AGREEMENT
This Agreement made this 18th day of December, 1998 by
and between Westamerica Bancorporation (the "Company") and
Xxxxx X. Xxxxx (the "CEO").
Commencing January 1, 1999, and each calendar year
thereafter, the Company may provide the CEO with additional
discretionary base pay and such additional pay may, in the
discretion of the Company, be paid to the CEO on a deferred
basis ("Deferred Compensation").
Any Deferred Compensation awarded to CEO by the Company
shall not be paid to CEO until the earlier of:
January 1, 2004
Termination of the CEO's employment by the Company
without "Cause" as defined below; or
Termination of the CEO for Good Reason following a
"Change in Control" of the Company (as that term is
defined in the Westamerica Bancorporation Deferral
Plan Trust). "Good Reason" shall mean that the CEO,
without his consent, suffers a material reduction in
his compensation, title, status, or responsibilities.
The Deferred Compensation will be forfeited to the Company
if the CEO's employment terminates on account of "Cause" (as
defined below) by the Company prior to one of the above
dates of payment. Termination shall be for Cause if (I) the
CEO is convicted of a felony; (ii) the Board of Governors of
the Federal Reserve System, the Comptroller of the Currency,
or the Board of Directors of the Federal Deposit Insurance
Corporation shall have ordered the CEO removed from office
pursuant to authority granted by applicable law; or (iii)
the CEO is convicted of violating any employment law.
The Deferred Compensation shall be contributed to and
be held pursuant to the terms of the Westamerica
Bancorporation Deferral Plan Trust (the "Trust"). The CEO
shall be an unsecured creditor with respect to the payment
of any Deferred Compensation, which shall be an unfunded
bookkeeping obligation of the Company.
During the period of deferral, the Deferred
Compensation shall be credited with a rate of earnings
determined in accordance with the terms of the Trust. The
Deferred Compensation shall be paid to the CEO in a cash
lump sum payment.
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
Agreement. This Agreement shall be construed in accordance
with, and governed by, the laws of the State of California
applicable to agreements executed and to be performed in
California.
This Agreement contains the entire agreement between
the parties hereto with respect to the transactions
contemplated by this Agreement and supersedes all previous
oral and written and all contemporaneous oral negotiations,
commitments, writings, and understandings. No amendment,
change or modification of this Agreement may be made except
in writing signed by both parties.
None of the rights of the CEO to receive any form of
compensation payable pursuant to this Agreement shall be
assignable or transferable except through a testamentary
disposition or by the laws of descent and distribution upon
the death of the CEO. Any attempted assignment, transfer,
conveyance, or other disposition (other than as aforesaid)
of any interest in the rights of the CEO to receive any form
of compensation to be made by the Company pursuant to this
Agreement shall be void.
If any provision of this Agreement or application
thereof to anyone or under any circumstances is adjudicated
to be invalid or unenforceable in any jurisdiction, such
invalidity or unenforceability shall not affect any other
provisions or applications of this Agreement that can be
given effect without the invalid or unenforceable provision
or application and shall not invalidate or render
unenforceable such provision in any other jurisdiction or
under any other circumstance.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date set forth above.
WESTAMERICA BANCORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Its: Employee Benefits and
Compensation Committee
Chairman
/s/ Xxxxx X. Xxxxx
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Its: Chief Executive Officer
