EXHIBIT 10.27
RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
BANCWEST CORPORATION
RE: EMPLOYEE PLANS
WHEREAS, Section 2.03(c) of the Amended and Restated Agreement and Plan
of Merger dated as of July 19, 2001 (the "Agreement"), by and among BancWest
Corporation, a Delaware corporation (the "Company"), BNP Paribas, a societe
anonyme or limited liability banking corporation organized under the laws of the
Republic of France ("Parent") and Chauchat L.L.C., a Delaware limited liability
company, requires that as of the Effective Time (as defined in the Agreement),
the Company use its reasonable best efforts, in consultation with Parent, to
remove, or cause to be removed, from each and every plan, program, agreement, or
arrangement any right of any participant thereunder to invest in, or receive a
distribution in, Company Common Stock (as defined in the Agreement);
NOW, THEREFORE, BE IT
RESOLVED, that the BancWest Corporation Defined Contribution Plan (the
"DC Plan") is hereby amended as set forth in Exhibit I attached hereto.
FURTHER RESOLVED, that the BancWest Corporation Future Plan (the "Future
Plan") is hereby amended as set forth in Exhibit II attached hereto;
FURTHER RESOLVED, that the plan administrator of the DC Plan and the
Future Plan is hereby authorized, directed, and ordered to take such action as
she may deem necessary or proper in order to consummate the matters authorized
in the prior resolutions;
FURTHER RESOLVED, that the BancWest Corporation Incentive Plan for Key
Executives is hereby amended as set forth in Exhibit III attached hereto;
FURTHER RESOLVED, that effective as of the Effective Time, the following
plans shall be terminated and any outstanding options thereunder shall be
converted into cash in accordance with the Agreement:
BancWest Corporation Stock Incentive Plan
BancWest Corporation 1998 Stock Incentive Plan
California Community Bancshares Corporation 1993 Stock Option Plan
Continental Pacific Bank 1990 Amended Stock Option Plan
Sierra Tahoe Bancorp 1996 Stock Option Plan
Sierra Tahoe Bancorp 1988 Stock Option Plan
FURTHER RESOLVED, that the appropriate officers of the Company are
hereby authorized, directed, and ordered to take such action as they may deem
necessary or proper in order to consummate the matters authorized in, or
otherwise to accomplish the intent of, the foregoing resolutions.
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Exhibit I
AMENDMENT NO. 11
TO BANCWEST CORPORATION
DEFINED CONTRIBUTION PLAN
In accordance with Section 11.1 of the BancWest Corporation Defined
Contribution Plan (the "Plan"), Section 8.4(e) of the Plan is hereby amended by
adding a new subsection (3) at the end thereof to read in its entirety as
follows:
(3) Notwithstanding any other provision of this Plan, effective
as of the closing of the Merger (as defined in the Amended and Restated
Agreement and Plan of Merger dated as of July 19, 2001 by and among
BancWest Corporation, a Delaware corporation, BNP Paribas, a societe
anonyme or limited liability banking corporation organized under the
laws of the Republic of France, and Chauchat L.L.C., a Delaware limited
liability company), no Member shall be permitted to invest in the
BancWest Corporation Stock Fund or receive a distribution in shares of
BancWest Corporation common stock. As of such Effective Date, the shares
of BancWest Corporation common stock in the BancWest Corporation Stock
Fund shall be converted into cash in accordance with said Amended and
Restated Agreement and Plan of Merger. The cash allocated in the
BancWest Corporation Stock Fund to each Member shall be transferred to
the account of the Member in the Stable Value Fund.
To record the adoption of this amendment, BancWest Corporation has
executed this document this ____ day of September, 2001.
BANCWEST CORPORATION
By
---------------------------------------
Its Plan Administrator
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Exhibit II
AMENDMENT NO. 4
TO BANCWEST CORPORATION
FUTURE PLAN
In accordance with Section 11.1 of the BancWest Corporation Future Plan
(the "Plan"), Section 8.3(d) of the Plan is hereby amended by adding a new
subsection (4) at the end thereof to read in its entirety as follows:
(4) Notwithstanding any other provision of this Plan, effective
as of the closing of the Merger (as defined in the Amended and Restated
Agreement and Plan of Merger dated as of July 19, 2001 by and among
BancWest Corporation, a Delaware corporation, BNP Paribas, a societe
anonyme or limited liability banking corporation organized under the
laws of the Republic of France, and Chauchat L.L.C., a Delaware limited
liability company), no Member shall be permitted to invest in the
BancWest Corporation Stock Fund or receive a distribution in shares of
BancWest Corporation common stock. As of such Effective Date, the shares
of BancWest Corporation common stock in the BancWest Corporation Stock
Fund shall be converted into cash in accordance with said Amended and
Restated Agreement and Plan of Merger. The cash allocated in the
BancWest Corporation Stock Fund to each Member shall be transferred to
the account of the Member in the Stable Value Fund.
To record the adoption of this amendment, BancWest Corporation has
executed this document this ____ day of September, 2001.
BANCWEST CORPORATION
By
---------------------------------------
Its Plan Administrator
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Exhibit III
AMENDMENT
TO BANCWEST CORPORATION
INCENTIVE PLAN FOR KEY EXECUTIVES
In accordance with paragraph 10 of the BancWest Corporation Incentive
Plan for Key Executives (the "Plan"), the Plan is hereby amended by adding a new
Paragraph 12 at the end thereof to read in its entirety as follows:
12. Notwithstanding any other provision of this Plan, effective as
of the closing of the Merger (as defined in the Amended and
Restated Agreement and Plan of Merger dated as of July 19, 2001
by and among BancWest Corporation, a Delaware corporation, BNP
Paribas, a societe anonyme or limited liability banking
corporation organized under the laws of the Republic of France,
and Chauchat L.L.C., a Delaware limited liability company), no
Member shall be permitted to receive awards in the form of
BancWest Corporation common stock. As of such Effective Date,
any such outstanding awards shall be converted into cash in
accordance with said Amended and Restated Agreement and Plan of
Merger.
To record the adoption of this amendment, BancWest Corporation has
executed this document this ____ day of September, 2001.
BANCWEST CORPORATION
By
---------------------------------------
Its Plan Administrator
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