EXHIBIT 10.5
FIRST COMMERCE CORPORATION
CHIEF EXECUTIVE OFFICER
$HAREMAX PLAN
1. Purpose. The purpose of the Chief Executive Officer
$haremax Plan (the "Plan") is to advance the interests of
First Commerce Corporation (the "Company") by providing an
annual incentive cash bonus to be paid to the Chief
Executive Officer of the Company based on the achievement of
pre established quantitative Company performance goals.
2. Shareholder Approval. The payment of any bonus hereunder is
subject to the approval of the Plan and the performance
goals by the shareholders of the Company at the 1994 Annual
Meeting.
3. Administration. The Compensation Committee of the Board of
Directors of the Company shall have authority to administer
the Plan in all respects including but not limited to the
following:
(a) Establish performance goals;
(b) Establish regulations for the administration of the
Plan and make all determinations deemed necessary for
the administration of the Plan; and
(c) Certify in writing prior to the payment of any
incentive bonus under the Plan that the performance
goals applicable to the bonus payment were met.
Approved minutes of a Committee meeting will satisfy
this requirement.
4. Incentive Bonus. The CEO shall be eligible to be paid a
cash bonus in an amount up to 200% of his annual salary.
The exact amount of the bonus shall be calculated according
to the formula established by the Committee based on the
achievement of annual performance goals. The Committee has
no discretion to increase the amount of the bonus from that
amount that is payable under the terms of the pre-
established formula for the applicable year. The formula
for 1994 is attached as Exhibit A hereto. The Committee may
in future years change the targets applicable to the
performance goals provided in Exhibit A hereto.
5. Payment of Incentive Bonus. As soon as practicable after
the Company's audited financial statements are available for
the year for which the incentive bonus will be paid, the
Committee shall apply the formula for that year and
determine the amount of the incentive bonus. Promptly
thereafter, the incentive bonus shall be paid to the CEO.
6. Termination of Employment. In the event the CEO's
employment with the Company is terminated as a result of
normal retirement, early retirement (with the Company's
permission), permanent disability or death, the CEO or his
heirs shall receive the incentive bonus as earned pursuant
to the applicable formula for that year in which the
retirement, permanent disability or death occurred. If the
employment of the CEO is terminated for any reason other
than normal retirement, early retirement (with the Company's
permission), permanent disability or death during a Plan
year, the CEO shall not receive an award for that Plan year.
7. Assignments and Transfers. The CEO may not assign, encumber
or transfer his rights and interests under the Plan.
8. Amendment and Termination. The Committee may amend, suspend
or terminate the Plan at any time. Any amendment or
termination of the Plan shall not, however, affect the right
of the CEO to receive an incentive bonus earned for the year
during which the Plan was amended or terminated or any
earned but unpaid incentive bonus.
9. Withholding of Taxes. The Company shall deduct from the
amount of any incentive bonus paid hereunder any federal or
state taxes required to be withheld.
10. Term of Plan. The Plan shall consist of individual calendar
year Plans, commencing effective January 1, 1994 and each
consecutive January 1 thereafter during the continuation of
the Plan. The Plan shall continue until terminated by the
Committee.