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EXHIBIT 10.19
Draft of May 24, 1999
BANCWEST CORPORATION
SPLIT-DOLLAR PLAN FOR EXECUTIVES
PROLOGUE
BancWest Corporation hereby adopts the BancWest Corporation
Split-Dollar Plan for Executives effective as of January 1, 1999.
Unless otherwise specifically provided for herein or by law, the
provisions set forth herein shall determine as of January 1, 1999 the rights and
benefits of all participants who terminate employment on or after said date.
ARTICLE I
DEFINITIONS
As used herein the following terms shall have the following meanings
unless the context clearly requires otherwise.
1.1 "Committee" means the Executive Compensation Committee of the
Company.
1.2 "Company" means BancWest Corporation.
1.3 "Participant" means any employee of a Participating Company who has
received a Split-Dollar Agreement.
1.4 "Participating Employer" means the Company and any other employer
which, with the Company's permission, elects to adopt the Plan for the benefit
of some or all of its employees.
1.5 "Plan" means the BancWest Corporation Split-Dollar Plan for
Executives as set forth herein and any amendments hereto as may be made from
time to time.
1.6 "Split-Dollar Agreement" means an agreement between the Participant
and the Participating Employer that relates to the payment of
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premiums on a "split-dollar" basis for a life insurance policy on the life of
the Participant.
ARTICLE II
PARTICIPATION AND BENEFITS
Section 2.1 Participation.
The Committee shall determine from time to time employees who shall be
eligible to be Participants.
Section 2.2 Benefits.
The Committee shall determine the terms of the Split-Dollar Agreement
to be entered into with each Participant.
Section 2.3 Prior Agreements.
By adopting the Plan as a Participating Employer, the Participating
Employer affirms that any Split-Dollar Agreements between it and any employee
that were entered into prior to the effective date of this Plan shall be
regarded as issued pursuant to this Plan.
ARTICLE III
ADMINISTRATION
Section 3.1 Committee.
Subject to the limitations of this Plan and unless otherwise determined
by the Board, the Committee shall have the power and the duty to take all
actions and to make all decisions necessary or proper to administer this Plan,
including:
(1) To require as a condition to receiving any benefits under
this Plan, any person to furnish such information that the Committee may
reasonably
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request for the purpose of the proper administration of this Plan;
(2) To make and enforce such rules and regulations and
prescribe the use of such forms as it of this Plan;
(3) To decide questions concerning the interpretation of this
Plan, including the eligibility of any person for benefits under this Plan;
(4) To determine the amount of benefits that shall be payable
to any person in accordance with the provisions of this Plan;
(5) To delegate responsibility for performance of ministerial
functions necessary for the administration of the Plan to such employees of the
Company or a Participating Employer, including Participants, as the Committee
shall deem appropriate; and
(6) To employ the services of such other persons as the
Committee may deem necessary or desirable in connection with this Plan,
including but not limited to an actuary, legal counsel, an independent
accountant, agents, and such clerical, medical, and accounting services as it
may require in carrying out the provisions of this Plan or in complying with the
requirements of ERISA.
Section 3.2 Indemnification, Insurance.
The Participating Employers shall indemnify and save harmless and/or
insure each fiduciary who is an employee or a director of a Participating
Employer or an Affiliate (as defined in the BancWest Corporation Defined
Contribution Plan) against any and all claims, loss, damages, expense, and
liability arising from his responsibilities in connection with this Plan, if the
fiduciary acted in good faith and in a manner the fiduciary reasonably believed
to be in or not opposed to the best interests of the Plan.
Section 3.3 Claims Procedure.
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Unless otherwise specifically provided otherwise in the Split-Dollar
Agreement, the procedure for claiming benefits under this Plan shall be as
follows:
(a) The Committee (or its designee) shall determine the benefits due
hereunder to a Participant or his beneficiary or beneficiaries, but a
Participant or his beneficiary or beneficiaries may file a claim for benefits by
written notice to the Committee.
(b) If a claim is denied in whole or in part, the Committee shall give
the claimant written notice of such denial, within a reasonable period of time
following the filing of the claim. Such notice shall (i) specify the reason or
reasons for the denial, (ii) refer to the pertinent Plan provisions on which the
denial is based, (iii) describe any additional material or information necessary
to perfect the claim and explain the need therefor, and (iv) explain the review
procedure described in subparagraph (c) hereof.
(c) The claimant may then appeal the denial of the claim to the
Committee by filing written notice of such appeal with the Committee within 90
days after receipt of the notice of denial. The claimant or any authorized
representative may, before or after filing notice of appeal, review any
documents pertinent to the claim and submit issues and comments in writing. The
Committee shall make its decision on such appeal within 60 days after receipt of
the appeal (unless a longer period is requested by the claimant), and shall
forthwith give written notice of such decision.
ARTICLE IV
AMENDMENT, TERMINATION, MERGER
Section 4.1 Amendment.
The Board may at any time amend this Plan.
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Section 4.2 Termination or Partial Termination.
This Plan may be terminated in full or in part by the Board. The board
of directors of a Participating Employer may terminate this Plan as to such
Participating Employer.
ARTICLE V
MISCELLANEOUS
Section 5.1 Unfunded Plan.
(a) The Plan is intended to be an unfunded plan maintained primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301, and 401
of ERISA, and therefore exempt from the provisions of Parts 2, 3, and 4 of Title
I of ERISA. Accordingly, the Plan shall terminate and no further benefits shall
accrue hereunder if it is determined by a court of competent jurisdiction or by
an opinion of counsel that the Plan constitutes an employee pension benefit plan
within the meaning of Section 3(2) of ERISA that is not so exempt. In the event
of such termination, all ongoing accruals shall terminate, no additional
benefits shall accrue under the Plan, and the amount of each Participant's
vested interest in the Plan shall be distributed to such Participant at such
time and in such manner as the Committee, in its sole discretion, determines.
(b) In the event of the Company's or a Participating Employer's
insolvency, Participants and their beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, interest, or claims in any property or
assets of the Company or a Participating Employer. The Company's and the
Participating Employers' obligations under the Plan shall be that of an unfunded
and unsecured promise to pay money in the future.
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Section 5.2 Rights of Participants.
(a) No Participant shall, by reason of his participation in this Plan,
have any interest in (i) any specific asset or assets of a Participating
Employer or an Affiliate (as defined in the BancWest Corporation Defined
Contribution Plan) or (ii) any stock rights of any kind.
(b) Neither the adoption of this Plan nor any action of a board of
directors or the Committee in connection with the Plan shall be held or
construed to confer upon any person any legal right to be continued as an
officer or employee of a Participating Employer or an Affiliate (as defined in
the BancWest Corporation Defined Contribution Plan).
Section 5.3 Misc. Rules.
(a) Wherever used herein the masculine gender shall include the
feminine and the singular number shall include the plural, unless the context
clearly indicates otherwise.
(b) The headings of articles and sections are included herein solely
for convenience of reference, and if there is any conflict between such headings
and the text of the Plan, the text shall be controlling.
(c) Wherever a Participating Employer, the Company, or a board of
directors is permitted or required to do or perform any act, matter, or thing
under the terms of the Plan, it may be done and performed by any officer of a
Participating Employer or the Company thereunto duly authorized.
(d) To the extent not preempted by the Employee Retirement Income
Security Act of 1974, as amended, the Plan shall be governed, construed,
administered, and regulated according to the laws of the State of Hawaii.
(e) All consents, elections, applications, designations, etc. required
or permitted under the Plan must be made on forms prescribed by the Committee,
and shall be recognized only if properly completed, executed, and filed with the
Committee.
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(f) A Participating Employer may assign a Split-Dollar Agreement (and
any related collateral assignment of policy or similar document) to another
Participating Employer upon such terms and conditions as the Participating
Employers may agree, provided that the assignee Participating Employer shall
agree to be bound by all of the terms and conditions of such Split-Dollar
Agreement that affect the Participant's benefits thereunder.
TO RECORD the adoption of this amendment and restatement, BancWest
Corporation has executed this document this 17th day of June, 1999.
BANCWEST CORPORATION
By /s/ Herbert E. Wolff
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Its Senior Vice President and
Secretary
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