UCBH Holdings 8-K 2008
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2008
UCBH Holdings, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (415) 315-2800
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
TABLE OF CONTENTS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Change in Control Agreement
On April 30, 2008, UCBH Holdings, Inc. and United Commercial Bank (herein collectively referred to as the Company) and Jonathan H. Downing, Executive Vice President and Chief Financial Officer (herein referred to as the Officer), entered into a three-year Change in Control Agreement (CIC Agreement), which supersedes all prior related agreements between the Company and Mr. Downing. The form of the CIC Agreement is furnished as Exhibit 10.1 to this Current Report on Form 8-K.
The CIC Agreement provides that commencing on the first anniversary date and continuing on each anniversary thereafter, the Companys CIC Agreement may be renewed by the Board of Directors for an additional year. The CIC Agreement provides that in the event voluntary or involuntary termination follows a change in control of the Company, unless termination is for cause, the Officer or, in the event of death, the Officers beneficiary, would be entitled to receive a severance payment equal to three times the Officers highest annual compensation for the three years preceding the Change in Control. The definition of annual compensation includes base salary plus bonus. The Company would also continue, and pay for, the Officers life, medical and disability insurance coverage for thirty-six (36) months from the date of termination or resignation. The CIC Agreement also provides that if a Change in Control event has occurred and the Officer is terminated within thirty-six (36) months of the event, for any reason other than for cause (as defined in the CIC Agreement), the Officer shall be entitled to receive a severance payment equal to three (3) times the highest annual compensation (base salary and bonus) due to the Officer for the last three years immediately preceding the Change in Control and any unvested stock options and related limited rights and unvested awards granted to the Officer under any stock option and similar plans shall immediately vest and shall be exercisable within one (1) year. The Company would also continue the Officers life, health and disability insurance coverage for thirty-six (36) months from the date of termination or resignation.
The CIC Agreement provides that if it should be determined that any payment or distribution pursuant to this Agreement would be subject to an Excise Tax, as defined in the CIC Agreement, the Officer shall be entitled to receive from the Company an additional payment (Gross-Up Payment) in an amount such that after payment by the Officer of all taxes, including any income taxes and Excise Tax imposed upon the Gross-Up Payment, the Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Termination Benefits.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Effective April 30, 2008, Mr. Downings prior Change in Control Agreement, as filed with the Securities and Exchange Commission as Exhibit 10.2 of the Companys Form 8-K on June 13, 2005, has been terminated as a result of the execution of the CIC Agreement described in Item 1.01 of this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is included with this Report:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.