8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

July 26, 2011

Date of Report (date of earliest event reported)

EAST WEST BANCORP, INC.

 (Exact name of registrant as specified in its charter)

Commission file number 000-24939

Delaware	95-4703316
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

135 N Los Robles Ave., 7th Floor, Pasadena, California 91101

(Address of principal executive offices including zip code)

(626) 768-6000

 (Registrant’s telephone number, including area code)

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 (See General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-(c))

East West Bancorp, Inc.

Current Report of Form 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 26, 2011, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of East West Bancorp, Inc. (the “Company”) reviewed the Company’s executive compensation for recognition of critical contributions to the success of the Company and the retention of key individuals. Through this review, the Compensation Committee approved performance-based awards for Dominic Ng, Chairman of the Board and Chief Executive Officer, and Julia Gouw, President and Chief Operating Officer. The Compensation Committee voted to approve performance-based compensation awards for Mr. Ng of three $2.5 million payments, payable February 1, 2012, October 31, 2015 and March 31, 2016. Mr. Ng also received a salary adjustment from $900,000 to $1,000,000 effective August 1, 2011 and a performance restricted stock grant of $2.5 million vesting on July 19, 2012. The Compensation Committee also voted to approve performance-based compensation awards for Ms. Gouw of two $1.25 million payments, payable October 31, 2015 and March 31, 2016. These performance-based compensation awards are contingent on the Company meeting certain performance criteria over these time periods. These performance-based compensation awards are granted under the Company’s Performance-Based Bonus Plan. The performance restricted stock awards will be issued under the Company’s 1998 Stock Incentive Plan, as amended, or any successor plan. The Form of July 2011 Executive Compensation Agreement, which governs the payment of the vesting of the restricted stock awards, is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

 (d) Exhibits

10.1      Form of July 2011 Executive Compensation Agreement- Mr. Ng.

10.2Form of July 2011 Executive Compensation Agreement- Ms. Gouw.

SIGNATURE

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.

Date:  July 29, 2011

EAST WEST BANCORP, INC.
By:	/s/ Douglas P. Krause
	Douglas P. Krause, Esq. Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit Number	Description
10.1	Form of July 2011 Executive Compensation Agreement. - Mr. Ng

10.2 Form of July 2011 Executive Compensation Agreement. - Ms. Gouw

EX-10.1

EXHIBIT 10.1

Form of JULY 2011 EXECUTIVE COMPENSATION AGREEMENT - Mr. Ng

THIS COMPENSATION AGREEMENT (the “Agreement”) is made and effective as of July 26, 2011, by East West Bank, a California banking corporation (the “Company”) with respect to Dominic Ng (the “Employee”) and with reference to the following facts:

A.   The Company desires to be assured of the continued association and services of the Employee in order to take advantage of his experience, knowledge and abilities in the Company’s business.

B.   The Company also desires to recognize his crucial current and past role in successfully leading the Company to its current situation.

ACCORDINGLY, the Company hereby agrees as follows:

1.   Long Term Performance / Retention Awards.    Executive shall receive a cash payment on each of October 31, 2015 and on March 31, 2016 of $2,500,000 subject to (i) the Company meeting certain performance criteria over these time periods; and (ii) Employee is employed by the Company as the CEO, Chairman or Non-Executive Chairman.

2.   Short Term Performance / Recognition Awards.  Employee will receive restricted performance shares to be issued with the number of shares to be issued equal to $2,500,000 divided by the closing price of the stock of East West Bancorp, Inc. on the date hereof.  The shares will vest one year from the issue date subject to (i) the Company meeting certain performance criteria over these time periods; and (ii) Employee is employed by the Company as the CEO, Chairman or Non-Executive Chairman on the vesting date.   Employee will receive a payment of $2,500,000 on February 1, 2012 under the Company’s Performance-Based Bonus Plan subject to (i) the Company meeting certain performance criteria over these time periods; and (ii) Employee is employed by the Company as the CEO, Chairman or Non-Executive Chairman on the payment date.

3.   Salary.  Employee’s base salary shall be $1,000,000 effective August 1, 2011.

4.   Tax Withholding.  Payments are subject to applicable tax withholding requirements.

5.   Termination for Cause.    The payments described herein shall become immediately due and payable, and the stock described above shall immediately vest, if Employee is terminated by the Company for any reason other than “for cause” or by the Employee with “just reason,” as such terms are defined in that Employment Agreement dated as of June 25, 1998 between the Company and Employee.

6.   Severable Provisions.  The provisions of the Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

7.   Successors and Assigns.  All of the terms, provisions and obligations of the Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns.

8.   Governing Law.  The validity, construction and interpretation of the Agreement shall be governed in all respects by the laws of the State of California applicable to contracts made and to be performed within that State and is subject to applicable banking and other laws and regulations applicable to the Company and this agreement.

9.   Additional Agreement.  The Agreement supplements any and all existing employment agreements and arrangements with Employee.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date and year first set forth above at the direction of its Board of Directors.

EAST WEST BANK

By: ________________________

Name:  _____________________

Its:  ________________________

EX-10.2

EXHIBIT 10.2

Form of JULY 2011 EXECUTIVE COMPENSATION AGREEMENT - Ms. Gouw

THIS COMPENSATION AGREEMENT (the “Agreement”) is made and effective as of July 26, 2011, by East West Bank, a California banking corporation (the “Company”) with respect to Julia Gouw (the “Employee”) and with reference to the following facts:

A.   The Company desires to be assured of the continued association and services of the Employee in order to take advantage of her experience, knowledge and abilities in the Company’s business.

B.   The Company also desires to recognize her crucial current and past role in successfully leading the Company to its current situation.

ACCORDINGLY, the Company hereby agrees as follows:

1.   Long Term Performance / Retention Awards.    Executive shall receive a cash payment on each of October 31, 2015 and on March 31, 2016 of $1,250,000 subject to (i) the Company meeting certain performance criteria over these time periods; and (ii) Employee is employed by the Company.

2.   Tax Withholding.  Payments are subject to applicable tax withholding requirements.

3.   Termination for Cause.    The payments described herein shall become immediately due and payable, if Employee is terminated by the Company for any reason other than “for cause” or by the Employee with “just reason,” as such terms are defined in that Employment Agreement dated as of June 25, 1998 between the Company and Employee.

4.   Severable Provisions.  The provisions of the Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

5.   Successors and Assigns.  All of the terms, provisions and obligations of the Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns.

6.   Governing Law.  The validity, construction and interpretation of the Agreement shall be governed in all respects by the laws of the State of California applicable to contracts made and to be performed within that State and is subject to applicable banking and other laws and regulations applicable to the Company and this agreement.

7.   Additional Agreement.  The Agreement supplements any and all existing employment agreements and arrangements with Employee.

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date and year first set forth above at the direction of its Board of Directors.

EAST WEST BANK

By: ________________________

Name:  _____________________

Its:  ________________________