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WESTAMERICA BANCORPORATION
AND
SUBSIDIARIES
DEFERRED COMPENSATION
PLAN
(As Restated Effective January 1, 2005)
The purpose of
this Plan is to allow selected executives and directors of
Westamerica Bancorporation and Subsidiaries (hereinafter
collectively referred to as the “Company”) to defer
receipt of a portion of their compensation
(“Compensation”) under the terms and conditions set
forth herein. The provisions of this document are effective as of
January 1, 2005.
Persons eligible
to participate in this Plan are any key employees or directors of
the Company who have been designated as eligible to participate by
the Chief Executive Officer of the Company.
3. ELECTION
TO DEFER SALARY
a. Participants
in the Plan (“Participants”) may elect to defer a
portion of their compensation (up to a maximum of 100%) by
executing a deferral agreement (“Deferred Compensation
Agreement”) in the form attached as Exhibit A and
delivering such agreement to the person designated by the Chief
Executive Officer of the Company to administer the Plan (the
“Plan Administrator”).
b. Compensation
deferral elections for salary shall not be permitted unless an
executed Deferred Compensation Agreement is delivered to the Plan
Administrator no later than December 31 of the calendar year
preceding the calendar year in which the Compensation subject to
such deferral election is to be earned. In the case of any
performance-based compensation based on services performed over a
period of at least 12 months, such election may be made no
later than six months before the end of such period.
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c. Compensation
deferral elections shall be in effect from the commencement date
specified in the Deferred Compensation Agreement (which shall in no
event be earlier than the date of such agreement) until the end of
the period specified in the Deferred Compensation Agreement. A
Participant may, with the consent of the Plan Administrator, make a
new election to defer Compensation for a subsequent calendar year
by delivering a new Deferred Compensation Agreement to the Plan
Administrator before the start of such calendar year. Deferral
elections shall be irrevocable in all respects, except that if a
Participant executes and delivers a new Deferred Compensation
Agreement to the Plan Administrator before the last date by which
such deferral elections must be made under subparagraph 3 (b),
above, the latest such Deferred Compensation Agreement shall apply
and any prior Deferred Compensation Agreement, to the extent
inconsistent with such latest agreement, shall be without effect.
In addition, deferral elections may be cancelled upon a showing of
a financial hardship constituting an “unforeseeable
emergency” as defined in subparagraph 4(b), below.
d. Compensation
deferred under this Plan shall be credited in the name of the
Participant to an account (“Deferral Account”)
established for that purpose on the Company’s books.
Compensation deferrals credited to such Deferral Account shall also
be deemed credited with an amount equivalent to interest at the
rate during the period of deferral as specified by the Chief
Executive Officer and included in the Deferred Compensation
Agreement. Participants shall be fully vested in the amounts
credited to their Deferral Accounts at all times.
4. PAYMENT
OF DEFERRAL ACCOUNTS
a. Each
Participant shall specify in his or her Deferred Compensation
Agreement the date when the amounts credited to his or her Deferral
Account are to be distributed and the form of payment. Effective
for amounts deferred on or after January 1, 2005, the
Participant shall so specify annually with respect to the amount
deferred under that year’s Deferred Compensation Agreement,
and the date and form so specified shall be irrevocable; provided,
however, that a Participant may also elect to defer commencement of
distribution payment by an election in writing, but only if
(i) the election is made not less than
12 months
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