PBOC HOLDINGS, INC.
DEFERRED COMPENSATION PLAN FOR
CERTAIN KEY EMPLOYEES
A. PARTICIPANTS. Any key employee ("Employee") of PBOC Holdings, Inc.
("Corporation"), or any wholly owned subsidiary of the Corporation
("Subsidiary"), including People's Bank of California (the "Bank") who
has been designated as eligible to participate under this plan
("Plan") by the Board of Directors of the Corporation ("Board"), may
elect to become a participant ("Participant") under the Plan by filing
written notice ("Notice") with the Corporation or a Subsidiary of the
Corporation for whom the Employee performs his services ("Employer"),
in the form prescribed by the Board.
B. DEFERRED COMPENSATION. Any Participant may elect, in accordance with
Section E of this Agreement, to defer annually the receipt of a
portion of the compensation otherwise payable to him by an Employer in
any calendar year, which portion shall be designated by him but shall
not exceed an amount, if any, previously approved by the Board in
writing. Any compensation deferred pursuant to this Section shall be
recorded by the Corporation in a deferred compensation account
("Account") maintained in the name of the Participant. The Corporation
shall furnish each Participant with an annual statement of his
Account.
C. INVESTMENT OF DEFERRED AMOUNTS. In connection with the adoption of
this Plan, the Corporation is adopting a trust pursuant to Section F.
All amounts credited to an Account shall be invested in accordance
with the terms of such trust. A Participant shall be entitled to the
value of the assets relating to a Participant's Account (including any
earnings and investment appreciation or depreciation thereon) which
are acquired with amounts deferred under this Plan as reflected in a
Participant's Account balance under such trust as of the date of any
distribution made pursuant to the terms of this Plan. All amounts
deferred under this Plan and distributed pursuant to Section D shall
be in the form of common stock of the Corporation or any successor
thereto.
D. DISTRIBUTION.
1. Unless otherwise agreed to by the Corporation and a Participant
in writing at the time a Participant makes an election to defer
compensation pursuant to Section E, the Corporation shall pay the
the Participant all amounts credited to the Participant's Account
as of the date of the Participant's termination of service or
employment with Corporation and all other Employers for reasons
other than death.
2. Upon termination of a Participant's service or employment with
the Corporation and all other Employers by reason of his death,
the
Participant's designated beneficiary or beneficiaries will be
entitled to receive all other amounts credited to the Account of
the Participant as of the date of his death. Said amounts shall
be payable in a lump sum.
3. Upon the death of the Participant prior to complete distribution
to him of the entire balance of his Account (and after the date
of termination of his service or employment with the Corporation
and all other Employers), the balance of his Account on the date
of his death shall be payable to the Participant's designated
beneficiary or beneficiaries pursuant to paragraph (4) of this
Section.
4. Unless the otherwise agreed to by the Corporation and a
Participant in writing as contemplated by Section D(1)
hereinabove, the Corporation, shall direct distribution of the
amounts credited to a Participant's Account, including earnings
and investment return pursuant to Section C, to a Participant or
his beneficiary or beneficiaries pursuant to the preceding
paragraphs of this Section, in a lump sum. Distribution shall be
made on the first day of the month next following:
a. the date upon which the Participant's service or employment
with the Corporation terminates in the event of a
distribution pursuant to paragraphs (1) or (2) of this
Section; or
b. the date of the Participant's death in the event of a
distribution pursuant to paragraph (3) of this Section.
E. ELECTION TO DEFER COMPENSATION. The Notice by which a Participant
elects to defer compensation as provided in this Agreement shall be in
writing, signed by the Participant, and delivered to the Corporation
prior to January 1 of the calendar year in which the compensation to
be deferred is otherwise payable to the Participant; provided,
however, for the first year that this Plan is in effect, a Participant
may elect to defer compensation to which the Participant may become
entitled in the future under any employment agreement in effect with
the Corporation or the Bank as of the date of adoption of this Plan by
the Board by providing the Corporation written notice of such of the
Participant's intent to defer on or before April 30, 1998. Such
election (and any subsequent election) will continue until suspended
or modified in a writing delivered by the Participant to the
Corporation, which new election shall only apply to compensation
otherwise payable to the Participant after the end of the calendar
year in which such election is delivered to the Corporation. Any
deferral election made by the Participant shall be irrevocable with
respect to any compensation covered by such election, including the
compensation payable in the calendar year in which the election
suspending or modifying the prior election is delivered to the
Corporation.
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F. PARTICIPANT'S RIGHTS UNSECURED.
1. The right of the Participant or his designated beneficiary to
receive a distribution hereunder shall be an unsecured claim
against the general assets of the Corporation, and neither the
Participant nor his designated beneficiary shall have any rights
in or against any amount credited to his Account or any other
specific assets of the Corporation. All amounts credited to an
Account shall constitute general assets of the Corporation and
may be disposed of by the Corporation at such time and for such
purposes as it may deem appropriate. An Account may not be
encumbered or assigned by a Participant or any beneficiary.
2. To fund its obligations under the Plan, the Corporation may elect
to form a trust, or to utilize a preexisting trust to purchase
and hold the alternative forms of assets, including shares of
stock of the Corporation, subject to compliance with all
applicable securities laws. If the Corporation elects to use a
trust to fund its obligations under the Plan, a Participant shall
have no right to demand the transfer to him of stock or other
assets from the Corporation, or from such a trust formed or
utilized by the Corporation. Any assets held in a trust,
including shares of stock of the Corporation, may be distributed
to a Participant at the value thereof determined by the Board (or
the Executive Committee thereof) as aforesaid in payment of part
or all of the Corporation's obligations under the Plan. The
right of a Participant or his designated beneficiary to receive a
distribution hereunder shall be an unsecured claim against the
general assets of the Corporation or any assets of the Bank. All
amounts credited to the account of Participants, whether or not
held in a trust, shall constitute general assets of the
Corporation and may be disposed of by the Bank at such time and
for such purposes as it may deem appropriate.
G. AMENDMENTS TO THE PLAN. The Board may amend the Plan at any time,
without the consent of the Participants or their beneficiaries,
provided, however, that no amendment shall divest any Participant or
beneficiary of the credits to his Account, or of any rights to which
he would have been entitled if the Plan had been terminated
immediately prior to the effective date of such amendment.
H. TERMINATION OF THE PLAN. The Board may terminate the Plan at any
time. Upon termination of the Plan, distribution of the credits to a
Participant's Account shall be made in the manner and at the time
heretofore prescribed; provided that no additional credits shall be
made to the Account of a Participant following termination of the Plan
other than earnings, investment appreciation or depreciation thereon
credited pursuant to Section C.
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I. EXPENSES. Costs of administration of the Plan will be paid by the
Corporation and/or by such of its Subsidiaries with Employees
participating in the Plan as may be determined by the Board.
J. NOTICES. Any notice or election required or permitted to be given
hereunder shall be in writing and shall be deemed to be filed:
1. on the date it is personally delivered to the Secretary of the
Corporation or a Subsidiary, as the case may be; or
2. three business days after it is sent by registered or certified
mail, addressed to such Secretary at PBOC Holdings, Inc., 5900
Wilshire Boulevard, Los Angeles, California 90036.
K. NO GUARANTEE OF BENEFITS. Nothing contained in the Plan shall
constitute a guaranty by the Corporation or the Bank or any other
person or entity that the assets of the Corporation or the Bank will
be sufficient to pay any benefit hereunder.
L. NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any
right to receive a distribution of contributions made under the Plan
except in accordance with the terms of the Plan. Establishment of the
Plan shall not be construed to give any Participant the right to be
retained in the service of the Corporation or the Bank.
M. SPENDTHRIFT PROVISION. No interest of any person or entity in, or
right to receive a distribution under, the Plan shall be subject in
any manner to sale, transfer, assignment, pledge, attachment,
garnishment, or other alienation or encumbrance of any kind; nor may
such interest or right to receive a distribution be taken, either
voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such person or entity, including
claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.
N. APPLICABLE LAW. The Plan shall be construed and administered under
the laws of the State of California.
O. INCAPACITY OF RECIPIENT. If any person entitled to a distribution
under the Plan is deemed by the Corporation or the Bank to be
incapable of personally receiving and giving a valid receipt for such
payment, then, unless and until claim therefor shall have been made by
a duly appointed guardian or other legal representative of such
person, the Corporation or the Bank may provide for such payment or
any part thereof to be made to any other person or institution then
contributing toward or providing for the care and maintenance of such
person. Any such payment shall be a payment for the account of such
person and a
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complete discharge of any liability of the Corporation or the Bank and
the Plan therefor.
P. CORPORATE SUCCESSORS. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Corporation or the
Bank or by the merger or consolidation of the Corporation or the Bank
into or with any other corporation or other entity, but the Plan shall
be continued after such sale, merger or consolidation only if and to
the extent that the transferee, purchaser or successor entity agrees
to continue the Plan. In the event that the Plan is not continued by
the transferee, purchaser or successor entity, then the Plan shall
terminate subject to the provisions of Section H.
Q. UNCLAIMED BENEFIT. Each Participant shall keep the Corporation
informed of his current address and the current address of his
designated beneficiary. The Corporation shall not be obligated to
search for the whereabouts of any person. If the location of a
Participant is not made known to the Corporation within three (3)
years after the date on which payment of the Participant's account may
first be made, payment may be made as though the Participant had died
at the end of the three-year period. If, within one additional year
after such three year period has elapsed, or, within three years after
the actual death of a Participant, the Corporation is unable to locate
any designated beneficiary of the Participant, then the Corporation
shall have no further obligation to pay any benefit hereunder to such
Participant or designated beneficiary and such benefit shall be
irrevocably forfeited.
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R. LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
provisions of the Plan, neither the Corporation nor the Bank nor any
individual acting as employee or agent of the Corporation or the Bank
shall be liable to any Participant, former Participant or other person
for any claim, loss, liability or expense incurred in connection with
the Plan.
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