First PacTrust Bancorp, Inc. 2005 Executive Salary and Bonus Agreement
This agreement outlines the 2005 base salaries and bonus arrangements for executive officers of First PacTrust Bancorp, Inc. and Pacific Trust Bank. It specifies the annual salaries for named executives and describes a bonus plan where cash incentives are awarded in early 2006 if the company meets certain performance goals. Bonuses are based on salary percentages and company performance, with a discretionary component. The agreement also details director compensation for board and committee meetings. All terms apply for the 2005 fiscal year.
Exhibit 10.7
Named Executive Officer Salary and Bonus Arrangements for 2005
Base Salaries
The base salaries for 2005 for the executive officers (the “named executive officers”) of First PacTrust Bancorp, Inc. (the “Company”) and Pacific Trust Bank who will be named in the compensation table that will appear in the Company’s upcoming 2005 annual meeting proxy statement are as follows:
| Name and Title | Base Salary | ||
| Hans R. Ganz President and Chief Executive Officer | $ | 225,493 | |
| James P. Sheehy Secretary and Treasurer | $ | 121,763 | |
| Melanie M. Stewart Executive Vice President – Lending | $ | 130,499 | |
| Regan J. Gallagher Senior Vice President – Controller | $ | 89,918 | |
| Rachel M. Carrillo Senior Vice President – Branch Operations | $ | 85,821 | |
Description of 2005 Bonus Incentive Plan
On March 15, 2005, the Company’s Board of Directors approved a cash incentive bonus plan for 2005 (the “2005 Bonus Plan”) for all officers and employees of the Company and the Bank. Bonuses will be paid under the 2005 Bonus Plan in early 2006 if and to the extent the Company’s performance in 2005 meets or exceeds certain minimum levels on certain key performance indicators.
The key performance indicators used to determine whether any bonuses will be paid under the 2005 Bonus Plan will be the same for all employees. The amounts of the bonuses under the 2005 Bonus Plan, if earned, will be determined, in part, by multiplying the employee’s salary by an the employee’s payout percentage up to a maximum of 45% of salary, plus a discretionary component which may or may not be paid in whole or in part based on the Compensation Committee’s qualitative assessment of individual contributions toward the Company’s success relative to Customer Service, Deposit Growth, Compliance, Loan Originations and Portfolio Growth, Loan Charge-Off and Delinquency Ratios. While the payout percentages will vary from employee to employee, they will increase proportionately for all employees if and to the extent the Company attains a net income level above the minimum threshold. All named executive officers are eligible under the plan.
Discretionary Bonus 2005: The total discretionary amount available for distribution to all employees will not to exceed 4% of after-tax net income.
Director Fee Arrangements for 2005
Each director of First PacTrust Bancorp, Inc., (the “Company”) also is a director of Pacific Trust Bank (the “Bank”). As of the March 11, 2005 shareholder record date for the 2005 annual meeting, as for 2004, each non-employee director receives a fee of $600 for each Bank board meeting attended. In addition, the Chairman of the Board receives an additional $300 per Bank board meeting attended and each director receives $200 per Bank committee meeting attended. Attendance by telephone is compensated at one-third the rate for directors attending in person. Directors are not paid a fee for service on the Company’s board. There are no deferred compensation arrangements with any non-employee director.
