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EXHIBIT 10.10
RESOLUTION OF
EXECUTIVE COMPENSATION COMMITTEE
OF
BANCWEST CORPORATION
Re: IPKE Award Policy for Certain Executives
WHEREAS, Section 162(m) of the Internal Revenue Code ("Section 162(m)")
precludes an income tax deduction for compensation in excess of $1,000,000 per
year paid to a publicly held corporation's chief executive officer and its four
other highest paid executive officers unless certain performance-based criteria
are satisfied;
WHEREAS, this Committee desires to establish a policy regarding Section
162(m) applicable to annual incentive awards to certain executives under the
BancWest Corporation Incentive Plan for Key Executives (the "IPKE");
NOW, THEREFORE, BE IT RESOLVED, that this Committee hereby establishes
the following policy regarding Section 162(m) and the IPKE:
1. This policy shall apply to any key executive of BancWest
Corporation (the "corporation") and its subsidiaries whose
compensation, in the Committee's judgment, may be or become subject to
the provisions of Section 162(m) and who is designated by the
Committee, in its discretion, no later than the ninetieth day of a
calendar year (a "plan year"), as an executive covered by this policy
for such plan year. Such an executive is referred to herein as a
"Covered Executive".
2. Subject to this Committee's discretion to reduce the amount of
any award that is subject to this policy, each Covered Executive for a
plan year shall be granted an award (an "Incentive Award") equal to the
lesser of (i) .4% of the Corporation's "Net Income Before Taxes" for
such year or (ii) 100% of the Covered Executive's annualized base
salary in effect on the ninetieth day of the plan year. Such an
Incentive Award may, in the Committee's discretion, be paid in any form
permitted by Section 3.c of the IPKE, and unless otherwise determined
by the Committee shall be paid within 90 days after the close of the
plan year. Solely for purposes of this policy, "Net Income Before
Taxes" means for any plan year the Corporation's net income before
income taxes as reported in the Corporation's consolidated financial
statements for that year, as adjusted to eliminate the effects of any
of the following: (a) the cumulative effect of changes in generally
accepted accounting principles; (b) losses resulting from discontinued
operations; (c) securities gains and losses; (d) restructuring,
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merger-related and other nonrecurring costs; (e) amortization of
goodwill and intangible assets; (f) extraordinary gains or losses; and
(g) any other unusual, nonrecurring gain or loss that is separately
quantified in the Corporation's financial statements. Net Income Before
Taxes shall be calculated on the assumption that all Incentive Awards
under this policy for a plan year will be paid without reduction by the
Committee.
3. Notwithstanding any other provisions of this policy or the
IPKE:
a. This Committee shall not have discretion to increase
the amount of an Incentive Award payable for a plan year to a
Covered Executive above the amount determined in accordance
with paragraph 2.
b. At any time prior to payment of an Incentive Award
covered by this policy, this Committee in its sole discretion
may reduce (including a reduction to zero) the amount payable
under such Award.
c. Any such reduction in the amount payable to a Covered
Executive under an Incentive Award shall not, for purposes of
calculating the amount to be paid to other Covered Executives
under this policy, result in recalculation of Net Income
Before Taxes.
4. In accordance with the requirements of Section 162(m), prior
to any payment of an Incentive Award under this policy, this Committee
shall certify in writing the amount of the Corporation's Net Income
Before Taxes for the applicable plan year.
5. If a Covered Executive terminates employment with the
Corporation and its subsidiaries prior to the end of the plan year, this
Committee may in its discretion determine the amount, if any, of the
Incentive Award determined for such year pursuant to paragraph 2 that
shall be paid to the Covered Executive. Any such payment shall be made
no earlier than the date Incentive Awards for the plan year are to be
paid to other Covered Executives.
6. For each plan year during which the IPKE remains in effect,
the amount of Incentive Awards paid under this policy shall reduce the
aggregate amount of awards that may be paid for such year to non-Covered
Executives under the limitation imposed by Section 3.b of the IPKE.
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7. This policy applies only to awards or payments to Covered
Executives made under the IPKE (or a short-term incentive or bonus plan
designated by the Committee pursuant to paragraph 8). Nothing in this
policy shall preclude this Committee or the Corporation from making any
other payment or award to a Covered Executive, regardless of whether
such payment or award qualifies for tax deductibility under Section
162(m).
8. This Committee may amend or terminate this policy at any time.
Unless this policy is expressly terminated by the Committee, it shall
remain in effect notwithstanding any termination of the IPKE. This
policy (other than paragraph 6 and the salary-based limitation set forth
in the first sentence of paragraph 2) shall thereafter be applied to
such short-term incentive or bonus plans, if any, as are designated in
writing by the Committee. So long as the IPKE remains in effect, any
provision of this policy that is inconsistent with those of the IPKE
shall supersede the corresponding IPKE provisions with respect to
Covered Executives for any plan year.
9. In accordance with the requirements of Section 162(m), this
policy shall be submitted to the Corporation's stockholders for
approval. If the Corporation's stockholders fail to approve this policy,
this policy shall be void and no payments shall be made under this
policy.
CERTIFICATE
I, HERBERT E. WOLFF, the duly elected and acting Secretary of BANCWEST
CORPORATION, a Delaware corporation (the "Company"), do hereby certify that the
foregoing resolution was duly and validly adopted at a meeting of the Executive
Compensation Committee of the Company duly convened and held on February 28,
2000, and that such resolution is in full force and effect on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 9th day of March
2000.
/s/ Herbert E. Wolff
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Secretary
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