Exhibit 10.5
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, which account shall be credited on
each date for payment of compensation, in accordance with the
Employer's normal practices, with a dollar amount equal to
(a) the total amount of compensation deferred during a
calendar year under the Plan, divided by (b) the total number
of such dates for payment occurring during the calendar year.
The Corporation shall furnish each Participant with an
annual statement of his Account. The Corporation shall also
credit interest or other earnings on investment of amounts in
an Account to the Account on the date received until final
distribution of the account pursuant to Section 4 of the Plan.
The amount of compensation that a Participant elects to defer
under this Section will remain constant until suspended or
modified by the filing of another election with the Corporation
by a Participant in accordance with Section 5 of the Plan.
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
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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.
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.
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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.
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
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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
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.
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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