Named Executive Officers Salary and Bonus Arrangements for 2007
The base salaries for 2007 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 Companys upcoming 2006 annual meeting proxy statement are as follows:
Hans R. Ganz
President and Chief Executive Officer
James P. Sheehy
Executive Vice PresidentSecretary and Treasurer
Melanie M. Stewart
Executive Vice PresidentLending
Regan J. Lauer
Senior Vice PresidentController
Senior Vice PresidentInformation Systems
Description of 2007 Bonus Incentive Plan
On January 24, 2007, the Companys Board of Directors approved a cash incentive bonus plan for 2007 (the 2007 Bonus Plan) for all officers and employees of the Company and the Bank. The 2007 Bonus Plan is essentially the same as the 2006 Bonus Plan. Bonuses will be paid under the 2007 Bonus Plan in early 2008 if and to the extent the Companys performance in 2007 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 2007 Bonus Plan will be the same for all employees. The amounts of the bonuses under the 2007 Bonus Plan, if earned, will be determined, in part, by multiplying the employees salary by an the employees 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 Committees qualitative assessment of individual contributions toward the Companys 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 2007: The total discretionary amount available for distribution to all employees will not to exceed 4% of after-tax net income.
Director Fee Arrangements for 2007
Each director of First PacTrust Bancorp, Inc., (the Company) also is a director of Pacific Trust Bank (the Bank). As of the March 10, 2007 shareholder record date for the 2007 annual meeting, each non-employee director receives an annual retainer fee of $2,000 plus 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 Companys board. There are no deferred compensation arrangements with any non-employee director.