Exhibit 10 (j)
Form of Agreement between
EurekaBank and certain executive officers and directors
which amends certain provisions of the
Long Term Incentive Compensation Plan (LTIP)
(filed hereto)
AGREEMENT
This Agreement is entered into this ___day of December, 1966, by and
between the Board of Directors of EurekaBank and _____________________
("Executive").
WHEREAS, Executive is a key management employee or director of EurekaBank;
and
WHEREAS, Executive is a current participant in the Long Term Incentive
Compensation Plan of EurekaBank, as amended and restated effective January 1,
1991 (the "Plan"); and
WHEREAS, Article VIII of the Plan provides that notwithstanding any other
provision of the Plan, no participant in the Plan is entitled to an "excess
parachute payment" described therein; and
WHEREAS, it is in the best interests of EurekaBank and its owners for the
Executive's potential benefits under the Plan in the event of a sale to be
determined without the possible reduction required by Article VIII (or the
reduction in the economic value of such benefits that would result if the
Executive must pay any excise tax imposed under Section 4999 of the Internal
Revenue Code);
NOW, THEREFORE, the parties hereto agree as follows:
1. For purposes of determining the Executive's benefits under the Plan,
Article VIII of the Plan shall be deemed to read as follows:
ARTICLE VIII
Gross up for Excise Taxes
-------------------------
Anything in this Plan to the contrary notwithstanding, in the event it
shall be determined that any payment hereunder to or for the benefit of a
Participant (whether paid or payable or distributed or distributable pursuant to
the terms of this Plan or otherwise, but determined without regard to any
additional payments required under this Article VIII) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by the Participant with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), then the Participant shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Participant of all taxes (including any interest
and penalties imposed with respect to such taxes), including, without
limitation, any income taxes (and any interest and penalties imposed with
respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the
Participant retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Payment.
2. All of the terms and conditions of the Plan shall remain in full force
and effect with respect to the Executive, except as expressly provided otherwise
by the Agreement and any other written agreement between Executive and the Board
of Directors of EurekaBank.
3. This Agreement may only be amended by a written agreement between
Executive and the Board of Directors of EurekaBank and shall be governed by the
laws of the State of California.
Board of Directors of EurekaBank
By: ___________________________
Chairman of the
Compensation Committee
__________________________
Executive
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List of Participants In Agreement:
Name Position/Title
- ---- --------------
Stephen T. McLin President & Chief Executive Officer-America First
Eureka Holdings, Inc.; Chairman-EurekaBank
Byron A. Scordelis President & Chief Executive Officer-EurekaBank
Wm. Mack Terry Executive Vice President & Chief Financial Officer
Paul Holmes Executive Vice President & Chief Operating Officer
Peggy Hiraoka Executive Vice President & Chief Administrative
Officer
Mariann Byerwalter Director
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