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

Date of Report (Date of earliest event reported):  July 16, 2020

CATHAY GENERAL BANCORP
(Exact name of registrant as specified in its charter)

Delaware	001-31830	95-4274680
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 North Broadway, Los Angeles, California	90012
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (213) 625-4700

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	CATY	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 16, 2020, the boards of directors of Cathay General Bancorp (the “Company”) and Cathay Bank appointed Chang M. Liu as the Chief Executive Officer (“CEO”) and President of the Company, the CEO of Cathay Bank, and as a Class I director of the board of directors of the Company, in each case, effective October 1, 2020.  The Class I directors of the board of directors of the Company will hold office until the 2021 annual meeting of stockholders and their successors are elected and qualified.  Mr. Liu is currently the President and Chief Operating Officer of Cathay Bank and is a member of the board of directors of Cathay Bank. Mr. Liu also will continue serving as President of Cathay Bank and a member of the board of directors of Cathay Bank.  

Mr. Liu will succeed Pin Tai, who will retire from his position as CEO of the Company and Cathay Bank and resign as a member of the board of directors of the Company and Cathay Bank, effective September 30, 2020, in accordance with his previously disclosed employment agreement.  Mr. Tai will remain with Cathay Bank as an executive advisor through September 30, 2021, supporting the transition, in accordance with his previously disclosed consulting agreement.

Employment Agreement

The Company and Cathay Bank entered into an employment agreement, dated as of July 16, 2020, with Mr. Liu in connection with his appointment as CEO and President (the “Employment Agreement”).   The initial term of Mr. Liu’s employment under the Employment Agreement shall begin on October 1, 2020 and shall continue through September 30, 2023, unless earlier terminated in accordance with the Employment Agreement.  Thereafter, the Employment Agreement shall automatically renew for subsequent one-year periods, unless a party provides notice of non-renewal to the other party at least 90 days prior to the end of the then current term, or unless earlier terminated in accordance with the Employment Agreement.  

Notwithstanding the immediately preceding paragraph, if a “Change of Control” (as defined in the Change of Control Employment Agreement, dated as of July 16, 2020, entered into by the Company, Cathay Bank and Mr. Liu (the “Control Agreement”) contemporaneously with the Employment Agreement) occurs during the term under the Employment Agreement, the Employment Agreement shall terminate and Mr. Liu’s employment shall be governed exclusively by the Control Agreement.  The Control Agreement is described further below.

The Employment Agreement provides that Mr. Liu shall be employed as the CEO and President of the Company and Cathay Bank, reporting to the executive chairman, and shall have such duties customarily attendant to such positions and such other duties assigned to him by the Company’s or Cathay Bank’s board of directors or executive chairman.  Mr. Liu shall serve as a member of Cathay Bank’s board of directors and, if requested, the Company’s board of directors without additional compensation.  Mr. Liu shall be required to devote full business time to his duties with customary exceptions as set forth in the Employment Agreement.

During the employment period, Mr. Liu shall earn a base salary of $700,000, and may be eligible to receive annual bonus at the discretion of the Company’s compensation committee. Mr. Liu shall be eligible to participate in all welfare benefit plans (health, dental, life, etc.), fringe benefits and perquisites provided to other similarly-situated executive officers.  Mr. Liu shall be entitled to four weeks of annual vacation. All compensation payable under the Employment Agreement shall be subject to any deductions and clawbacks as may be required by law or regulation.

The Employment Agreement includes customary non-competition, employee and customer non-solicitation, confidentiality and non-disparagement clauses, for the applicable period and subject to the limitations and other applicable provisions set forth in the Employment Agreement.

The Company may terminate Mr. Liu’s employment with or without “Cause” as defined in the Employment Agreement.  Mr. Liu may terminate his employment with or without “Good Reason” as defined in the Employment Agreement.  Employment under the Employment Agreement terminates automatically upon expiration of the employment period.  On any termination, Mr. Liu will resign from each position as a director or officer.  

If the Company terminates with Cause or Mr. Liu resigns without Good Reason, then Mr. Liu shall receive (i) any unpaid base salary through date of termination, (ii) any accrued but unused vacation pay; (iii) rights to elect continuation coverage under the Consolidated Omnibus Budget ‎Reconciliation Act of 1985 (“COBRA”); (iv) payment of any unreimbursed qualified business expenses; and (v) any earned but unpaid bonuses (collectively, the “Accrued Rights”).

If the Company terminates without Cause or Mr. Liu resigns for Good Reason, Mr. Liu will be entitled to receive, in addition to the Accrued Rights, a severance payment equivalent to 18 months of Mr. Liu’s base salary at the time of separation, plus the equivalent of 18 months of Company-paid COBRA benefits. All severance is subject to Mr. Liu signing and not revoking the Release Agreement in substantially the form attached to the Employment Agreement.  

The preceding description of the Employment Agreement is not a complete summary and is qualified in its entirety by reference to the Employment Agreement, a copy of which has been filed herewith as Exhibit 10.1 and which is incorporated herein by reference.

Control Agreement

The Company, Cathay Bank and Mr. Liu entered into the Control Agreement contemporaneously with the execution and delivery of the Employment Agreement.

Pursuant to the Control Agreement, the Company or Cathay Bank (as applicable) has agreed to continue the employment of Mr. Liu for a period of three years from the occurrence of a change in control (the “effective date”). During this employment period, Mr. Liu shall be entitled to the following compensation and benefits:

• An annual base salary at least equal to 12 times the highest monthly base salary paid or payable (including deferred salary) during the 12-months preceding the effective date;

• An annual cash bonus at least equal to the highest annual bonus earned for the last three full fiscal years prior to the effective date (with partial years being annualized for the purpose of determining the amount of the bonus);

• Participation in all incentive, saving, and retirement plans and programs applicable generally to other peer executives on terms no less favorable than those in effect during the 120-day period immediately prior to the effective date;

• Participation in welfare benefit plans and programs on terms no less favorable than those in effect during the 120-day period immediately prior to the effective date;

• Reimbursement for all reasonable expenses in accordance with procedures in effect during the 120-day period immediately prior to the effective date;

• Fringe benefits (including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses) in accordance with the most favorable plans in effect during the 120-day period immediately prior to the effective date;

• Office, secretarial and support staff; and

• Paid vacation in accordance with the most favorable plans in effect during the 120-day period immediately prior to the effective date.

The Control Agreement provides that, in the event of the death or disability of Mr. Liu after a change in control, the Company or Cathay Bank (as applicable) has agreed to pay Mr. Liu (or his estate or beneficiaries in the event of death): (i) base salary through the date of termination; (ii) a pro-rata bonus until the date of termination of the higher of (A) the highest annual bonus earned for the last three full fiscal years prior to the change in control and (B) the annual bonus paid or payable for the most recently completed fiscal year following the change in control, including any bonus or portion thereof that has been earned but deferred (the greater of clauses (A) and (B), the “Highest Annual Bonus”); (iii) any accrued vacation pay (items (i), (ii), and (iii), collectively, the “Accrued Obligations”); and (iv) amounts that are vested benefits or that Mr. Liu is otherwise entitled to receive under any plan, policy, practice or program of, or any other contract or agreement with, the Company or Cathay Bank at or subsequent to the date of termination (“Other Benefits”).

The Control Agreement provides that, if Mr. Liu’s employment is terminated following a change in control (other than termination by the Company or Cathay Bank for cause or by reason of death or disability or by Mr. Liu for other than “good reason”) or if Mr. Liu terminates employment in certain circumstances defined in the Control Agreement which constitute “good reason,” in addition to the Accrued Obligations and Other Benefits as defined in the preceding paragraph, Mr. Liu will be paid the aggregate of the following in a lump sum in cash within 30 days after the date of termination:

• an amount equal to one and one half times the sum of Mr. Liu’s annual base salary and of the Highest Annual Bonus; and

• an amount equal to the sum of the Company’s or Cathay Bank’s (as applicable) matching or other employer contributions under the Company’s or Cathay Bank’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which Mr. Liu participates that Mr. Liu would receive if Mr. Liu’s employment continued during the 18 months after the date of termination.

In addition, for a period of 18 months following the date of termination, Mr. Liu would be entitled to receive welfare benefits (including medical, prescription, dental, disability, employee life, group life, accidental death, and travel accident insurance) at least equal to, and at the same after-tax cost to Mr. Liu, as those that would have been provided in accordance with the plans, programs, practices, and policies then in effect. In addition, Mr. Liu would be entitled to receive outplacement services, provided that the cost of such outplacement services will not exceed $50,000.

The Control Agreement provide that, if Mr. Liu’s employment is terminated for cause following a change in control or if Mr. Liu terminates his employment for other than “good reason,” the Company or Cathay Bank has agreed to pay Mr. Liu the Accrued Obligations and Other Benefits.

The Control Agreement provides that payments thereunder may be subject to reduction to the extent any such payments would subject Mr. Liu to the excise tax under Section 4999 of the Code.  

The preceding description of the Control Agreement is not a complete summary and is qualified in its entirety by reference to the Control Agreement, a copy of which has been filed herewith as Exhibit 10.2 and which is incorporated herein by reference.

Item 5.02  Departures of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 16, 2020, the Company issued a press release announcing that Pin Tai, in accordance with his previously disclosed employment agreement, will retire from his position as CEO of the Company and Cathay Bank and resign as a member of the board of directors of the Company and Cathay Bank, effective September 30, 2020.  Mr. Tai will remain with Cathay Bank as an executive advisor through September 30, 2021, supporting the transition, in accordance with his previously disclosed consulting agreement.

In accordance with the Company’s succession plan, the boards of directors of the Company and Cathay Bank appointed Chang M. Liu as CEO and President of the Company, CEO of Cathay Bank and a member of the board of directors of the Company, in each case, effective October 1, 2020.  Mr. Liu also will continue serving as President of Cathay Bank and a member on its board of directors.

Chang M. Liu, age 53, is currently the President and Chief Operating Officer of Cathay Bank and serves as a member on its board of directors.  Mr. Liu joined Cathay Bank in 2014 as Senior Vice President and Assistant Chief Lending Officer.  He was promoted to Deputy Chief Lending Officer in 2015 and then in 2016 became the Executive Vice President and Chief Lending Officer.  In February 2019, Mr. Liu was appointed as Chief Operating Officer, followed by the appointment as President when he joined as a member of the Board of Directors of Cathay Bank in October 2019.  Mr. Liu has over 30 years of banking experience.  Prior to joining Cathay Bank, Mr. Liu was the Executive Vice President and Chief Lending Officer at Pacific Trust Bank, the Senior Vice President of the Special Assets Group at U.S. Bank, and the Senior Vice President of the Commercial Real Estate Group at California National Bank.

A copy of the press release, dated July 16, 2020, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The disclosures set forth in Item 1.01, to the extent such disclosures relate to the departure of Mr. Tai and the appointment of Mr. Liu as directors and officers of the Company and Mr. Liu’s Employment Agreement, Control Agreement, compensation and benefits, are hereby incorporated by reference to this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.Description

10.1 Employment Agreement, dated as of July 16, 2020, among Cathay General Bancorp, Cathay Bank and Chang M. Liu.

10.2 Change in Control Employment Agreement, dated as of July 16, 2020, among Cathay General Bancorp, Cathay Bank and Chang M. Liu.

99.1 Press Release of Cathay General Bancorp dated July 16, 2020.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

Date:  July 16, 2020

CATHAY GENERAL BANCORP

By:	/s/ Heng W. Chen
	Heng W. Chen
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Employment Agreement”), dated as of July 16, 2020, is entered into by and between CATHAY GENERAL BANCORP, a Delaware corporation (the “Company”), CATHAY BANK, a California corporation and a wholly-owned subsidiary of the Company (the “Bank”), on the one hand, and CHANG M. LIU (“Executive”), on the other hand.  The Executive, the Company, and the Bank referred to collectively herein as the “Parties” or each individually as a “Party.”

WHEREAS, the Executive has been employed by the Bank as its President and Chief Operating Officer;

WHEREAS, the Company and the Bank desire to memorialize the employment relationship with the Executive in his new position as Chief Executive Officer (“CEO”) and President of the Company and as CEO of the Bank, effective as of the later of:  (i) the date this Employment Agreement is signed by all of the Parties or (ii) October 1, 2020 (the “Effective Date”), pursuant to the terms and conditions set forth in this Employment Agreement and pursuant to the Company’s and the Bank’s otherwise applicable employment policies and practices;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for good and ‎valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, each ‎intending to be legally bound hereby, agree as follows:‎

1.Employment and Duties.

(a)General.  The Executive shall serve as the CEO and President of the Company and as the CEO and President of the Bank during the course of the Employment Period (as defined herein).  During the Employment Period, the Executive shall report to the Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”) (the “Company Board” and the “Bank Board” referred to collectively herein as the “Boards”), as applicable between the Company and the Bank, and the Executive Chairman of the Company and Executive Chairman of the Bank.  The Executive shall perform such duties and responsibilities as are customarily attendant to and commensurate with such positions with respect to the businesses of the Company and the Bank and such other duties and responsibilities as may from time to time be assigned to the Executive by the Company Board and/or the Company’s Executive Chairman, and/or by the Bank Board and/or the Bank’s Executive Chairman.  During the Employment Period, the Executive shall also continue to serve, to the extent requested by any or all of the Boards, as a member of the Boards without additional compensation for such service.  

(b)Exclusive Services.  For so long as the Executive is employed by the Company and/or the Bank, the Executive shall faithfully and efficiently devote his full time, attention, energy, experience, and talents to his duties hereunder and to serving the business and affairs of the Company and the Bank and their respective subsidiaries; shall in all respects conform to and comply with the lawful and good faith directions and instructions given by the any or all of the Boards and/or the Executive Chairman of the Company or Bank; and shall use his best efforts to promote and serve the interests of the Company and the Bank and their respective subsidiaries and affiliates.  Further, unless the Boards and Executive Chairman of the Company and of the

Bank each consent in writing, the Executive shall not, directly or indirectly, render services to any other person or organization or otherwise engage in activities that will or may interfere with the Executive’s faithful performance of his duties hereunder.  During the Employment Period, it shall not be a violation of ‎this Employment Agreement for the Executive to (i) serve on corporate, civic, or charitable boards or ‎committees, for organizations or enterprises that do not compete with the Company or its affiliates, provided the Executive receives prior written permission from the Boards; (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions; ‎or (iii) manage his and his family's personal investments, so long as such activities do not ‎materially interfere with the performance of the Executive's responsibilities as an employee and fiduciary of the ‎Company and the Bank in accordance with this Employment Agreement, as determined in the sole judgment of ‎the Boards.  The Executive shall perform all such services in accordance with the policies, ‎procedures and rules established by the Company, the Bank, and the Boards.  In addition, the ‎Executive shall comply with all laws, rules and regulations that are applicable to the ‎Company and/or the Bank or their respective subsidiaries or affiliates and their respective employees, directors and officers.‎  Notwithstanding the foregoing, the Executive shall immediately resign from any extracurricular activities that impair or otherwise conflict with Executive’s performance under this Employment Agreement unless permission is granted in writing by the Boards, to be determined at sole discretion of the Boards.  

2.Term of Employment.

(a)Term.  The Executive’s employment with the Company and Bank under this Employment Agreement shall begin on October 1, 2020, and shall continue for a period of three (3) calendar years (i.e., until and including September 30, 2023) (the “Initial Term”) (unless this Employment Agreement and the Executive’s employment hereunder is otherwise terminated as set forth in this Employment Agreement).  Thereafter, this Employment Agreement shall automatically renew for subsequent one-year periods (each such period, an “Additional Term”) unless either the Bank and Company or the Executive provides written notice to the other side at least ninety (90) calendar days prior to the end of the Initial Term or Additional Term, as applicable (the “Employment Period”), or unless this Employment Agreement (and the Executive’s employment hereunder) is otherwise terminated as set forth in this Employment Agreement.  

(b)Change of Control.  Notwithstanding the foregoing, the employment of the Executive hereunder shall cease and this Employment Agreement shall terminate, if and when during the Employment Period, a Change of Control occurs and the “effective date” shall have commenced for that Change of Control (as such terms are defined in the most recent version of any Change of Control Employment Agreement entered into between the Parties, including in any successor, modified, amended, or revised versions of such agreement, hereinafter referred to as the “Change of Control Agreement”), following which the terms of the Executive’s employment shall be governed exclusively by the Change of Control Agreement.  The Parties expressly acknowledge that this Section 2(b) and any provisions of this Employment Agreement referring to the Change of Control Agreement are subject to change to reference any Change of Control Agreement that is entered into between the Parties, whether prior to or after the Effective Date of this Employment Agreement.  This Employment Agreement expressly does not supersede the terms of any Change of Control Agreement.  

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3.Principal Location.  The Executive’s principal place of employment shall be the Company’s administrative offices located in El Monte, California, or such other location(s) as the Company Board may from time to time designate.  The Executive acknowledges that he may be required to travel on Company or Bank business in the course of performing his duties during the Employment Period.  

4.Compensation and Benefits.  Subject to the provisions of this Employment Agreement, the Company shall pay and provide the following compensation and other benefits to the Executive during the Employment Period as compensation for services rendered, and such other agreements and covenants by the Executive, pursuant to this Employment Agreement:

(a)Base Salary.  The Company shall pay to the Executive an annual base salary (the “Base Salary”) at the gross rate of ‎‎$700,000.00 (Seven Hundred Thousand Dollars and No Cents), payable in substantially equal installments at such intervals as may be determined ‎by the Company in accordance with the Company’s then-current ordinary payroll practices for salaried employees.  The Base Salary shall be subject to review from time to time by the Company Board as may be ‎deemed appropriate by the Company Board.  Any increases to the Executive’s Base Salary communicated to the Executive in writing by the Boards shall be incorporated into this Employment Agreement and become the Executive’s Base ‎Salary for all purposes hereunder.  ‎

(b)Bonus.  For each full calendar year of the Employment Period, the Executive may be eligible to receive ‎an annual bonus (the “Annual Bonus”).  The decision to provide any Annual Bonus and the ‎amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the ‎Bancorp’s Compensation Committee as delegated by the Company’s Board (the “Compensation Committee”).  Unless provided otherwise by the Compensation Committee, to be eligible for an Annual Bonus, the Executive must be employed by the Company and Bank on the date ‎that the Boards determine that the Executive shall receive the Annual Bonus.‎‎  

(c)Welfare Benefit Plans.  During the Employment Period, the Executive and/or the Executive's family or other covered individuals, as the case may ‎be, shall be eligible to participate in all welfare benefit plans, practices, policies and programs ‎provided by the Company and the Bank (including, without limitation, medical, prescription, ‎dental, disability, employee life, group life, accidental death and travel accident insurance ‎plans and programs) to the extent applicable generally to other executive officers of the ‎Company and the Bank and consistent with applicable law.  The Company and the Bank reserve the right to amend or terminate any welfare benefit plans at any time in their sole discretion, subject to the terms of the plan and applicable law.  ‎

(d)Expense Reimbursement.  The Executive shall be entitled to monthly reimbursement of reasonable and necessary business expenses incurred by the Executive in the course of performance of his duties, in accordance with the plans, practices, programs, and policies of the Company and the Bank for their executive officers or as otherwise instituted by the Boards.  The Executive shall submit to the Boards any requests for reimbursement, in writing, with sufficient documentation supporting such request, within thirty (30) days of having incurred such expense.  

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(e)Vacation.  During the Employment Period, the Executive shall be entitled to accrue up to four (4) weeks of paid vacation per calendar year, in accordance with the Company’s standard vacation policy and payroll practices for employees.  All such time off shall be subject to approval by the Boards.  Executive may accumulate unused vacation up to 1.5 times his annual vacation entitlement.  Once Executive’s unused vacation balance reaches this maximum, he will stop earning vacation.  When Executive has taken vacation time and his unused vacation balance drops below the maximum, he will begin earning vacation again in accordance with the accrual schedule.  

(f)Fringe Benefits.  During the Employment Period, the Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company and governing benefit plan requirements (including plan eligibility provisions), and to the extent the Company provides similar benefits or perquisites (or both) to similarly-situated executives of the Company, to be used in accordance with the plans, practices, programs, and policies of the Company.  

(g)Clawback Provisions.  Notwithstanding any other provisions in this Employment Agreement to the contrary, any incentive-based or other compensation paid to the Executive under this Employment Agreement or any other agreement or arrangement with the Company or Bank which is subject to recovery under any law, government regulation, or stock exchange listing requirement will be subject to such deductions and clawbacks as may be required to be made pursuant to such law, government regulation, or stock exchange listing requirement, or any clawback policy adopted by the Company or Bank pursuant to, or in addition to, any such law, government regulation, or stock exchange listing requirement.  

(h)Severance.  Subject to the terms of Section 6 of this Employment Agreement and, as applicable, the Executive signing and not revoking a general release agreement in a form substantially similar to Exhibit A (the “Release Agreement”), Executive may be eligible for a one-time payment equivalent to eighteen (18) months of Executive’s Base Salary at the time of separation, as well as the equivalent of eighteen (18) months of Company-paid COBRA benefits (“Severance Benefits”), each of which shall be paid in accordance with the terms of that Release Agreement, as applicable.  

5.Covenants of Executive.  In return for the consideration in this Employment Agreement, the Executive acknowledges his agreement to comply with the terms of this Employment Agreement, including without limitation the following obligations and any similar obligations set forth in any other agreement between the parties hereto:

(a)Non-Solicitation.  During the Employment Period and for a period of one (1) year following termination of such employment under any circumstances, the Executive shall not willfully, directly or indirectly, (i) recruit, solicit for employment or otherwise contract for the services of, or establish a business relationship with (or assist any other person in engaging in any such activities), any person who is, or within twelve (12) months before any date of determination was (and, following the termination of the Executive's employment with the Company, within twelve (12) months before or after such termination, was) an officer of the Company or Bank or any of their subsidiaries or affiliates; (ii) induce or attempt to induce (or assist any other person in engaging in any such activities) any officer of the Company or Bank or any of their subsidiaries

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or affiliates to terminate such person's employment or other relationship with the Company or Bank or any of their subsidiaries or affiliates, or in any way interfere with the relationship between the Company or Bank any of their subsidiaries or affiliates and any such officer; or (iii) induce, solicit, or attempt to induce or solicit, any Bank customer to stop or reduce its business with the Bank.  These obligations are in addition to any ongoing obligations owed by the Executive to the Company and/or Bank pursuant to any Confidential Information Agreement.  This Employment Agreement is intended to supplement and not supersede any Agreement Regarding Confidentiality, Non-Solicitation, and Protection of Proprietary Information entered into between Executive and the Bank and/or Company.  In the event of any conflict of terms between that document and this Employment Agreement, the terms that afford the greatest enforceable right to the Bank and Company in protecting confidential information shall survive.

(b)Confidential Information.  The Executive shall hold in a fiduciary capacity ‎for the benefit of the Company and the Bank all proprietary or confidential information, ‎knowledge or data relating to the Company and Bank and their subsidiaries and affiliates, and their respective ‎businesses and operations, which information, knowledge or data shall have been obtained by the ‎Executive during the Executive's employment by the Company or the Bank and which ‎information, knowledge or data shall not be or become public knowledge (other than by acts by ‎the Executive or representatives of the Executive in violation of this Employment Agreement) (the ‎‎"Confidential Information").  The Executive shall not, without the prior written consent of the ‎Boards or as may otherwise be required by law or legal process, communicate or ‎divulge any such Confidential Information to anyone other than the Company or the Bank and ‎those persons designated by the Company or the Bank.  These obligations are in addition to any ongoing obligations owed by the Executive to the Company and/or Bank pursuant to any Confidential Information Agreement.  This Employment Agreement is intended to supplement and not supersede any Agreement Regarding Confidentiality, Non-Solicitation, and Protection of Proprietary Information entered into between Executive and the Bank and/or Company.  In the event of any conflict of terms between that document and this Employment Agreement, the terms that afford the greatest enforceable right to the Bank and Company in protecting confidential information shall survive.

(c)Non-Disparagement.  The Executive shall refrain, both during the Employment Period and thereafter, from making or publishing any communications about the Company or Bank or any subsidiary or affiliate, or any of their ‎known respective officers, employees, stockholders, investors, directors, agents or ‎representatives, that are malicious, obscene, threatening, harassing, intimidating or ‎discriminatory and which are designed to, or would reasonably be expected, materially harm or damage any of the foregoing.  The foregoing restriction ‎shall include, without limitation, statements made, whether directly or indirectly, to or on social ‎media, internet websites, blogs and electronic bulletin boards, as well as statements to the ‎media, including writers, researchers, reporters, magazines, newspapers, book publishers, ‎television stations, radio stations, the motion picture industry, public interest groups, and the ‎publishing industry generally.  In the event such a communication is made, it will be ‎considered a material breach of the terms of this Employment Agreement.  

(d)Company Property.  All Confidential Information, files, records, correspondence, memoranda, notes or other documents (including, without limitation, those in computer-readable form) or property relating or belonging to the Company or Bank or their

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subsidiaries and affiliates, whether prepared by the Executive or otherwise coming into his possession or control in the course of the performance of his services for the Company or Bank and/or their subsidiaries and affiliates, shall be the exclusive property of the Company/Bank, as applicable, and shall be delivered to the Executive Chairman of the Company/Bank, as applicable, and not be retained by the Executive (including, without limitation, any copies thereof), promptly upon request by the Company or Bank and, in any event, promptly upon termination of the Employment Period.  The Executive acknowledges and agrees that he has no expectation of privacy with respect to the Company's or Bank’s or their subsidiaries' or affiliates' telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that the Executive's activity and any files or messages on or using any of those systems may be accessed and monitored at any time without notice.  Nothing contained herein is intended to constitute a waiver of Executive's privacy rights with respect to any personal e-mail, home network or home computer systems, except to the extent of any communications pertaining to the business of the Company or the Bank.  Additionally, the Executive shall adhere to all Company policies, practices, and procedures as relate to Confidential Information or other trade secrets, telecommunications, computing devices, mobile devices, or privacy, as may be instituted from time to time by the Company or the Bank.  

(e)No Infringement on Rights.  Nothing in this Employment Agreement, including this Section 5, is intended to ‎limit the Executive's right to give non-malicious and truthful testimony should he ‎be subpoenaed to give such testimony, and the foregoing restrictions shall not apply with ‎respect to the Executive's communication with federal, state or local governmental agencies as ‎may be legally required or otherwise protected by law‎.  Moreover, nothing in this Employment Agreement is intended to impede on the rights afforded the Executive under the National Labor Relations Act, California Civil Code section 1670.11, California ‎‎Code of Civil ‎‎Procedure section 1001, or any provisions ‎of and rules ‎‎promulgated under ‎Section 21F of the Securities Exchange Act of 1934 or Section ‎‎806 of the ‎‎Sarbanes Oxley Act of ‎‎2002, or of any other whistleblower protection provisions of ‎state or ‎‎federal law or regulation, or other applicable law.  Moreover, nothing in this Employment Agreement shall prohibit the Executive from reporting possible violations of law to, filing charges with, or making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of possible violations U.S. federal law or regulations by the U.S. Securities and Exchange Commission, National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Department of Labor, the U.S. Congress, any U.S. agency Inspector General, or any self-regulatory agencies or federal, state, or local government agencies (collectively, the “Government Agencies”).  The Executive does not need prior authorization from the Company or the Bank to make any such reports or disclosures or otherwise communicate with the Government Agencies, and is not required to notify the Bank or the Company that he has engaged in any such communications or made any such reports or disclosures.  

(f)Enforcement.  The Executive acknowledges that a breach of his covenants and agreements contained in this ‎Section 5 would cause irreparable damage to the Company and Bank and their subsidiaries and affiliates, the ‎exact amount of which would be difficult to ascertain, and that the remedies at law for any such ‎breach or threatened breach would be inadequate.  Accordingly, the Executive agrees that if he ‎breaches or threatens to breach any of the covenants or agreements contained in this Section 5, ‎then in addition to any other remedy which may be

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available at law or in equity, the Company and Bank ‎and their subsidiaries and affiliates shall be entitled to institute and prosecute proceedings in any ‎court of competent jurisdiction for specific performance and injunctive and other equitable relief ‎to prevent the breach or any threatened breach thereof without bond or other security or a ‎showing of irreparable harm or lack of an adequate remedy at law.  Whenever the Executive is ‎proven to have breached any of the covenants or agreements contained in this Agreement, or upon the initiation of an ‎arbitration or judicial proceeding between the Parties, the Company or the Bank ‎‎(as applicable) may cease or withhold payment to the Executive of any severance payments ‎described in Section 4(h), for which he otherwise qualifies under such Section 6.‎

6.Termination of Employment.

‎(a)‎Termination of Employment by the Company or Bank for Cause or by the ‎Executive Without Good Reason.  If the Executive’s employment is terminated by the Company ‎for Cause (as defined herein), or the Executive voluntarily terminates his employment without Good Reason (as defined herein), then ‎the Executive shall receive only the following from the Company: (1) any unpaid Base Salary ‎accrued through the date of termination, payable on the date of termination or, if Executive gives less than 72-hours’ notice of his termination of his employment, within 72-hours of such notice; (2) a lump sum payment for any accrued but unused ‎vacation pay, payable on the date of termination or, if Executive gives less than 72-hours’ notice of his termination of his employment, within 72-hours of such notice; (3) rights to elect continuation coverage under the Consolidated Omnibus Budget ‎Reconciliation Act of 1985 (“COBRA”); (4) a lump sum payment for any previously ‎unreimbursed business expenses incurred by the Executive on behalf of the Company or Bank during the Employment Period, payable on the date of termination for any expenses for which a documented request has been submitted or, if Executive gives less than 72-hours’ notice of his termination of his employment, within 72-hours of such notice, and payable on the Company’s next regular pay period for any documented reimbursement requests that the Executive submits within thirty (30) days of the date of termination; (5) any earned bonus for which the Executive has been deemed eligible and for which all prerequisites have been met, ‎including without limitation the Annual Bonus, payable in accordance with the terms of those bonus programs but, if Executive gives less than 72-hours’ notice of his termination of his employment and the bonus program(s) require(s) payment at the time of separation, then such payment shall instead be due within 72-hours of Executive’s notice (collectively, provisions of this Section 6(a)(1) through (5) are the “Accrued Rights”).‎

‎(i) For purposes of this Employment Agreement, the term “Cause” shall mean a ‎termination by the Company and Bank of the Executive’s employment because of: (A) the Executive’s ‎conviction of, or plea of nolo contendere to (1) any felony or (2) another crime involving ‎dishonesty or moral turpitude or which could reflect negatively upon the Company or Bank or their subsidiaries or affiliates or otherwise ‎impair or impede their operations or goodwill; (B) the Executive’s engaging in any gross misconduct, willful misconduct, or gross negligence in the performance of his duties, or ‎intentional act of dishonesty, violence or threat of violence; (C) the Executive’s willful and/or repeated refusal or failure to fulfill his duties assigned to him or otherwise follow the lawful directions of ‎the Executive Chairman of the Company or Bank, or the Boards; (D) the Executive commits any act of moral turpitude or ‎commits an act of public disrepute or becomes the subject of a scandal such that the ‎Company or Bank reasonably believes that their or their subsidiaries’ or affiliates’ operations or public image or goodwill has ‎been or may be

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negatively affected; (E) the Executive commits or, following an investigation conducted by an independent third-party investigator selected by the Company and/or Bank and/or Boards into allegations of misconduct by the Executive, is determined in good faith by the Boards to have committed an act that constitutes ‎an unlawful employment practice, including without limitation harassment or discrimination or retaliation prohibited under applicable law, rule or ‎governmental regulation; (F) the Executive’s death during the Employment Period; or (G) the Company Board or the Bank Board determines in good faith that Executive has been absent from his duties with the Company or Bank (as applicable) on a full-time basis for ninety (90) consecutive days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected in good faith by the Company or Bank or their insurer(s) (a “Disability”).  Notwithstanding anything in this Section 6(a)(i), no event or condition ‎described in Sections 6(a)(i)(B) or (C) shall constitute Cause unless (x) within ninety (90) days ‎from the date the Boards first acquire actual knowledge of the existence of the ‎Cause condition, the Boards or the Executive Chairman of the Company provide the Executive written notice of their ‎intention to terminate the Executive’s employment for Cause and the grounds for such ‎termination; (y) such grounds for termination (if susceptible to correction) are not corrected by ‎the Executive within thirty (30) days of the Executive’s receipt of such notice (or, in the event ‎that such grounds cannot be corrected within such thirty-day (30) period but can be corrected after such 30-day period, the Executive has not ‎taken all reasonable steps within such thirty-day (30) period to correct such grounds as promptly ‎as practicable thereafter); and (z) the Boards terminate the Executive’s ‎employment with the Company immediately following expiration of such thirty-day (30) ‎period, or, in situations where the grounds set forth in the notice cannot be corrected within such thirty-day (30) period, immediately following the extended correction period provided to the Executive by the Boards.  For purposes of this Section 6(a)(i), any attempt by the Executive to correct a stated ‎Cause condition shall not be deemed an admission by the Executive that the Boards’ assertion of Cause is valid.  Executive may be suspended, with pay, by the Boards or the Executive Chairman of the Company or Bank during any period that Executive is attempting to correct a stated Cause under Sections ‎‎6(a)(i)(B) or (C).‎  Notwithstanding anything in this Section 6(a)(i), no event or condition described in Section 6(a)(i)(G) shall constitute Cause unless the Company or Board (as applicable) give to the Executive written notice of its intention to terminate the Executive’s employment.  In such event, the Executive’s employment with the Company and Bank shall terminate effective on the thirtieth (30th) day thereafter (the “Disability Effective Date”), provided that, within thirty (30) days after such receipt, the Executive shall have not returned to full-time performance of his duties.  

‎(ii)‎For purposes of this Employment Agreement, the term “Good Reason” shall ‎mean a voluntary termination by the Executive of his employment because of: (A) a ‎material diminution in the Executive’s Base Salary during the active Employment Period without the agreement of the Executive; (B) ‎a material and substantial diminution in the nature or scope of the Executive’s authority, duties, title, or responsibilities ‎from those applicable to the Executive as of the Effective Date of this Employment Agreement; (C) the Company’s requiring of the Executive to be based at any office or location, other than the Executive’s home, more than one hundred (100) miles from the current location of the Company’s administrative offices, currently located in El Monte, California; (D) a material breach by the Company or Bank of any term or ‎provision of this Employment Agreement; or (E) a failure by the Company or Bank to maintain a directors’ and officers’ ‎liability insurance policy (or policies), or an error and omissions liability insurance policy (or ‎policies), covering the Executive, to the extent such policies are maintained by the Company or Bank as determined at their sole discretion.  No event or condition described in this

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Section 6(a)(ii) shall constitute Good ‎Reason unless, (x) within one hundred eighty (180) days from the Executive first acquiring actual ‎knowledge of the existence of the Good Reason condition described in this Section 6(a)(ii), the ‎Executive provides the Boards written notice of the Executive’s intention ‎to terminate his employment for Good Reason and the grounds for such termination; ‎‎(y) such grounds for termination (if susceptible to correction) are not corrected by the Boards or the Executive Chairman of the Company or Bank within thirty (30) days following the Boards’ receipt ‎of such notice; and (z) the Executive terminates his employment with the Company and Bank ‎immediately following expiration of such thirty-day (30) period.‎

‎(b)‎Termination of Employment by the Company or Bank without Cause or by the ‎Executive for Good Reason.  If the Executive’s employment is terminated (A) by the Company and Bank without Cause ‎or (B) by the Executive for Good Reason, but only as to Clause (B) if ‎Executive is then in material compliance with the terms of this Employment Agreement and the Company and Bank have ‎not given notice of a termination for Cause, then as to a termination under Clauses (A) or (B) of this Section 6(b) ‎the Executive shall receive the Accrued Rights and, upon the Executive’s return of a signed and non-revoked Release Agreement and compliance with the terms of that Release Agreement, severance pay in accordance with Section 4(h) of this Employment Agreement and the terms of the Release Agreement.  ‎

‎(c)‎No Continued Benefits Following Termination.  Unless otherwise ‎specifically provided for within this Employment Agreement or contemplated by another agreement between ‎the Executive and the Company and Bank, or as otherwise required by law, all compensation, equity plans, ‎and benefits payable to the Executive under this Employment Agreement shall terminate on the date of ‎termination of the Executive’s employment with the Company and Bank pursuant to the terms of this ‎Employment Agreement.‎

‎(d)‎Resignation from Directorships, Officerships and Fiduciary Titles.  The ‎termination of the Executive’s employment for any reason shall constitute the Executive’s ‎immediate resignation from (i) any officer or employee position the Executive has with the ‎Company or Bank and each of their subsidiaries and affiliates, unless mutually agreed upon by the Executive and the Boards; (ii) any position on the Boards; and (iii) all fiduciary positions ‎‎(including as a trustee) the Executive holds with respect to any employee benefit plans or trusts ‎established by the Company or Bank.  The Executive agrees that this Employment Agreement shall serve as written ‎notice of resignation in this circumstance.‎

(e)Nonexclusivity.  Nothing in this Employment Agreement shall prevent or limit the Executive's continuing or future participation ‎in any plan, program, policy or practice provided by the Company or Bank or any of their subsidiaries or ‎affiliates and for which the Executive may qualify, nor shall anything herein limit or otherwise ‎affect such rights as the Executive may have under any other contract or agreement with the ‎Company or Bank or any of their subsidiaries or affiliates.  Amounts that are vested benefits or that the ‎Executive is otherwise entitled to receive under any plan, policy, practice or program of or any ‎other contract or agreement with the Company or Bank or any of their subsidiaries or affiliates at the date of Executive’s termination shall be payable in accordance with such plan, policy, practice or program or ‎contract or agreement and in accordance with applicable law.  Without limiting the generality of the foregoing, the Executive's ‎resignation under this Employment Agreement with or without Good Reason, shall in no way affect the ‎Executive's ability to terminate employment by reason of the Executive's

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"retirement" under, or to ‎be eligible to receive benefits under, any compensation and benefits plans, programs or ‎arrangements of the Company or Bank any of their subsidiaries or affiliates, including, without limitation, ‎any retirement or pension plans or arrangements or substitute plans adopted by the Company or Bank ‎any of their subsidiaries or affiliates, and any termination which otherwise qualifies as Good Reason ‎shall be treated as such even if it is also a "retirement" for purposes of any such plan, program or ‎arrangement.‎

(f)Waiver and Release.  Notwithstanding any other provisions of this Employment Agreement to the contrary, including Section 6(b), Executive shall not be entitled to, and the Company shall not make or provide, the severance pay described in Section 4(h) unless the Executive timely executes and delivers to the Company and Bank, without revocation, the Release Agreement (which shall be provided to the Executive by the Company and Bank not later than five (5) business days from the date on which the Executive’s employment is terminated and be substantially in the form attached hereto as Exhibit A, the Release Agreement, and such Release Agreement remains in full force and effect, has not been revoked and is no longer subject to revocation, within ten (10) calendar days from the date the Executive timely executed and delivered to the Company and Bank the signed Release Agreement.  If the requirements of this Section 6(f) are not satisfied by the Executive (or the Executive’s estate or legally-appointed personal representative), then no severance pay shall be due to the Executive (or the Executive’s estate) pursuant to this Employment Agreement or the Release Agreement.  

7.Compliance with Section 409A of the Internal Revenue Code.  The provisions of this Section 7 shall apply solely to the extent that a payment under this Employment Agreement or the Release Agreement is deemed subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").

(a)         General Suspension of Payments.  If the Executive is a "specified employee," as such term is defined within the meaning of Section 409A of the Code, any payments or benefits payable or provided as a result of the Executive's termination of employment that would otherwise be paid or provided prior to the first day of the seventh month following such termination (other than due to death) shall instead be paid or provided on the earlier of (i) the six months and one day following the Executive's termination, (ii) the date of the Executive's death, or (iii) any date that otherwise complies with Section 409A of the Code.  In the event that the Executive is entitled to receive payments during the suspension period provided under this Section 7(a), the Executive shall receive the accumulated benefits that would have been paid or provided under this Employment Agreement within the suspension period on the earliest day that would be permitted under Section 409A of the Code.  In the event of any delay in payment under this provision, the deferred amount shall bear interest at the prime rate (as stated in the Wall Street Journal) in effect on his termination date until paid.  Such timing shall not be deemed a breach or violation of this Employment Agreement.

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(b)Release Payments.  In the event that the Executive is required to execute a release to receive any payments from the Company and Bank that constitute nonqualified deferred compensation under Section 409A of the Code, payment of such amounts shall not be made or commence until the sixtieth (60th) day following such termination of employment.  Any payments that are suspended during the sixty (60) day period shall be paid on the date the first regular payroll is made immediately following the end of such period.  Such timing shall not be deemed a breach or violation of the Release Agreement nor this Employment Agreement.  

(c)Reimbursement Payments.  The following rules shall apply to payments of any amounts under this Employment Agreement that are treated as "reimbursement payments" under Section 409A of the Code: (i) the amount of expenses eligible for reimbursement in one calendar year shall not limit the available reimbursements for any other calendar year (other than an arrangement providing for the reimbursement of medical expenses referred to in Section 105(b) of the Code); (ii) the Executive shall file a claim for all reimbursement payments not later than thirty (30) days following the end of the calendar year during which the expenses were incurred, (iii) the Company shall make such reimbursement payments within thirty (30) days following the date the Executive delivers written notice of the expenses to the Company and Bank; and (iv) the Executive's right to such reimbursement payments shall not be subject to liquidation or exchange for any other payment or benefit.  Such timing shall not be deemed a breach or violation of this Employment Agreement.

(d)Separation from Service.  For purposes of this Employment Agreement, any reference to "termination" of the Executive's employment shall be interpreted consistent with the meaning of the term "separation from service" in Section 409A(a)(2)(A)(i) of the Code and no portion of any severance payments shall be paid to the Executive prior to the date he incurs a separation from service under Section 409A(a)(2)(A)(i) of the Code.  

(e)Installment Payments.  For purposes of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (including without limitation Treasury Regulations Section 1.409A-2(b)(2)(iii)), all payments made under this Employment Agreement (whether severance payments or otherwise) will be treated as a right to receive a series of separate payments and, accordingly, each installment payment under this Employment Agreement will at all times be considered a separate and distinct payment.

(f)General.  Notwithstanding anything to the contrary in this Employment Agreement, it is intended that the severance benefits and other payments payable under this Employment Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-(b)(9) and this Employment Agreement will be construed to the greatest extent possible as consistent with those provisions.  The commencement of payment or provision of any payment or benefit under this Employment Agreement shall be deferred to the minimum extent necessary to prevent the imposition of any excise taxes or penalties on the Company or Bank or the Executive.‎

8.Notices.  All notices, requests, demands, claims, consents and other communications which are required or otherwise permitted hereunder shall in every case be in writing and shall be (i) delivered personally, (ii) sent by registered or certified mail, in all such

11

cases with first class postage prepaid, return receipt requested, or (iii) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below:

If to the Company or the Bank: If to the Executive: Cathay General Bancorp
9650 Flair Drive El Monte, California 91731
Attention: General Counsel At the Executive's residence address as maintained by the Company and the Bank in the regular course of their business for payroll purposes, with a copy to:

Hirschfeld Kraemer LLP

‎456 Montgomery Street, Suite 2200‎

San Francisco, CA  94104‎

Attention: Steve Hirschfeld

or to such other address as shall be furnished in writing by any party to the other parties. Any such notices or other communications shall be deemed to have been given: (A) the date such notice is personally delivered, (B) three days after the date of mailing if sent by certified or registered mail, or (C) one business day after date of delivery to the overnight courier if sent by overnight courier.

9.Miscellaneous.

(a)Governing Law.  This Employment Agreement shall be governed by, and construed in accordance with, the laws of the ‎State of California, without giving effect to any choice of law or conflict of law provision or rule ‎‎(whether of the State of California or any other jurisdiction).

(b)Severability.  Whenever possible, each provision of this Employment Agreement shall be construed and interpreted in such ‎manner as to be effective and valid under applicable law, but if any provision of this Employment Agreement ‎is held to be prohibited by, or invalid, illegal or unenforceable in any respect under, any ‎applicable law or rule in any jurisdiction, such prohibition, invalidity, illegality or unenforceability ‎shall not affect any other provision of this Employment Agreement or any other jurisdiction, and the parties ‎undertake to implement all efforts which are necessary, desirable and sufficient to amend, ‎supplement or substitute all and any such prohibited, invalid, illegal or unenforceable provisions ‎with enforceable and valid provisions in such jurisdiction which would produce as nearly as may ‎be possible the result previously intended by the parties without renegotiation of any material ‎terms and conditions stipulated herein.‎‎

(c)Cooperation.  During the Employment Period and thereafter, the Executive shall cooperate with the Company ‎and the Bank and be reasonably available to the Company and the Bank with respect to ‎continuing and/or future matters related to period of the Executive's employment with the ‎Company and/or any of its subsidiaries or affiliates or any matter of which he otherwise has ‎knowledge, whether such matters are business-related, legal, regulatory or

12

otherwise (including, ‎without limitation, the Executive appearing at the Company's or the Bank's request to give ‎testimony without requiring service of a subpoena or other legal process, volunteering to the ‎Company and the Bank all pertinent information and turning over to the Company and the Bank ‎all relevant documents which are or may come into the Executive's possession).  The Company ‎and the Bank shall reimburse the Executive for all reasonable out-of-pocket expenses incurred by ‎the Executive in rendering such services after the Employment Period that are approved by the ‎Company or the Bank.‎

(d)Successors and Assigns.  This Employment Agreement shall be binding upon, inure to the benefit of and be enforceable by, the ‎Company and the Bank and their successors and assigns and the Executive and the Executive's ‎heirs, executors, administrators and personal representatives; provided that the services provided ‎by the Executive under this Employment Agreement are of a personal nature, and the rights and obligations of ‎the Executive under this Employment Agreement shall not be assignable or delegable, except for any payments ‎upon death of the Executive.‎

(e)Executive’s Representation by Counsel.  THE EXECUTIVE HEREBY ACKNOWLEDGES AND REPRESENTS THAT THE EXECUTIVE HAS CONSULTED WITH INDEPENDENT LEGAL COUNSEL REGARDING THE EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THIS EMPLOYMENT AGREEMENT, TO THE EXTENT DETERMINED NECESSARY OR APPROPRIATE BY THE EXECUTIVE, AND THAT THE EXECUTIVE FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN.

(f)Withholding.  All amounts payable hereunder shall be subject to withholding for all taxes and deductions and other withholdings required by any federal, state, local or other applicable law.

(g)Entire Agreement.  This Employment Agreement, together with any Change of Control Agreement, Agreement Regarding Confidentiality, Non-Solicitation, and Protection of Proprietary Information, and Comprehensive Agreement Employment At-Will and Arbitration entered into between Executive and the Bank and/or Company, constitutes the entire ‎agreement and understanding between the parties hereto with respect to the subject matter detailed herein, and terminates and supersedes any and all prior agreements, understandings and ‎representations, whether written or oral, by or between the parties hereto or their affiliates.‎  Where this Employment Agreement contains terms covering the same subject matter as any of the aforementioned agreements and there are conflicts between them, the terms affording the greatest enforceable rights to the Company and Bank shall survive.  Moreover, the Parties expressly acknowledge that this Employment Agreement also does not supersede any successor, modified, amended, or revised versions of any agreements that are signed or referenced herein.  

(h)Survival.  The covenants set forth in Sections 5 and 9(c) shall survive and shall continue to be binding upon the Executive notwithstanding the termination of his employment or this Employment Agreement for any reason whatsoever.  

(i)Amendment and Waiver.  Except as provided otherwise herein, the provisions of this Employment Agreement may be amended or waived only with the prior written

13

consent ‎of the Company, the Bank and the Executive, and no course of conduct or course of dealing or ‎failure or delay by any party hereto in enforcing or exercising any of the provisions of this ‎Employment Agreement shall affect the validity, binding effect or enforceability of this Employment Agreement or be ‎deemed to be an implied waiver of any similar or dissimilar requirement, provision or condition of ‎this Employment Agreement at the same or any prior or subsequent time.  Pursuit by any party of any available ‎remedy, either in law or equity, or any action of any kind, shall not constitute waiver of any other ‎remedy or action.  Such remedies and actions are cumulative and not exclusive.‎

(j)Execution and Counterparts.  This Employment Agreement may be executed in two or more counterparts, each of which shall be deemed an ‎original and all of which taken together shall constitute one agreement.  A facsimile or electronic ‎signature to this Employment Agreement shall be deemed an original and binding upon the party(ies) against ‎whom enforcement is sought.‎

(k)Headings and References.  Section and subsection headings in this Employment Agreement are included herein for convenience of reference only and ‎shall not constitute a part of this Employment Agreement for any other purpose.  References to Sections and ‎subsections herein shall refer to the Sections and subsections in this Employment Agreement unless expressly ‎indicated otherwise.‎

(l)Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Employment Agreement.  In ‎the event an ambiguity or question of intent or interpretation arises, this Employment Agreement shall be ‎construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall ‎arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions ‎of this Employment Agreement.‎  

[Remainder of Page Intentionally Left Blank]

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(m)Jurisdiction and Venue for Non-Arbitrable Claims.  Notwithstanding any agreement to arbitrate between Executive and the Company and/or Bank, in connection with enforcement of equitable remedies under Section 5 and such other claims that are not arbitrable as a matter of law, each of the parties ‎hereto hereby irrevocably submits to the exclusive jurisdiction of any federal or state court ‎located in the State of California, County of Los Angeles, and each of the parties agrees that any ‎action to enforce equitable remedies must be commenced only in the a federal or state court ‎located in the State of California, County of Los Angeles.  All of the parties hereto hereby ‎irrevocably waive any objection which he or it may now or hereafter have to the laying of the ‎venue of any such suit, action or proceeding brought in such a court and any claim that any such ‎suit, action or proceeding brought in such a court has been brought in an inconvenient forum. ‎ Each of the parties hereto hereby irrevocably consents to the service of process in any such suit, ‎action or proceeding by sending the same by certified mail, return receipt requested, or by ‎recognized overnight courier service, to the address of such party set forth in Section 8.‎

IN WITNESS WHEREOF, the parties hereto have entered into this Employment Agreement as of the day and year first written above.

CATHAY GENERAL BANCORP.
By:	/s/ Dunson K. Cheng
Name:	Dunson K. Cheng
Title:	Executive Chairman
CATHAY BANK
By:	/s/ Dunson K. Cheng
Name:	Dunson K. Cheng
Title:	Executive Chairman
EXECUTIVE
/s/ Chang M. Liu
CHANG M. LIU

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EXHIBIT A

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation and Release Agreement (this “Release Agreement”) is made and entered into by and between CATHAY GENERAL BANCORP, a Delaware corporation (the “Company”), CATHAY BANK, a California corporation and a wholly-owned subsidiary of the Company (the “Bank”), on the one hand, and CHANG M. LIU (“Executive”), on the other hand.  The Executive, the Company, and the Bank referred to collectively herein as the “Parties” or each individually as a “Party.”

RECITALS

WHEREAS, the Company, Bank, and Executive are Parties to a certain Employment Agreement dated [DATE], 2020 (the “Employment Agreement”);

WHEREAS, pursuant to the Employment Agreement, in consideration of the right to receive severance payments, the Executive must sign, return, and not revoke this Release Agreement;

WHEREAS, the Company and Bank have executed and delivered this Release Agreement to the Executive for the Executive’s review and consideration as of [DATE] (the “Delivery Date”); and

WHEREAS, the Executive, on the one hand, and the Company and the Bank, on the other hand, each desire to settle all matters related to the Executive’s employment with the Company and Bank.  

TERMS OF RELEASE AGREEMENT

1.Termination of Employment.  The Parties agree that Executive’s employment relationship(s) with the Company and the Bank, including all other offices and positions the Executive has with the Company and Bank and all of their subsidiaries, affiliates, joint ventures, partnerships or any other business enterprises, as well as any office or position as a fiduciary or with any trade group or other industry organization which he holds on behalf of the Company or Bank or their subsidiaries or affiliates, shall be automatically terminated effective at ______________ [TIME] on the ___________ [DAY] day of ___________ [MONTH], ________[YEAR] (the “Termination Date”).  

2.Release.  In consideration for the right to receive the Severance Payment (as defined herein) in ‎accordance with the terms of the Employment Agreement and the mutual promises contained in ‎the Employment Agreement and in this Release Agreement, the Executive (on behalf of the ‎Executive, the Executive’s heirs, administrators, representatives, executors, successors and ‎assigns) hereby releases, waives, acquits and forever discharges the Company and Bank and and/or any or all of their current ‎or former officers, employees, shareholders, directors, managers, ‎attorneys, insurers, agents, joint ‎employers, successors, contractors, affiliated or related entities, ‎subdivisions, partners, members, owners, and employee benefits programs and their respective ‎trustees and ‎administrators and fiduciaries, and all other individuals and/or entities acting in ‎concert with any ‎of them (collectively, the “Released ‎Parties”), from any and all demands, rights, disputes, debts, liabilities, obligations, liens, ‎promises, acts, agreements, charges,

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EXHIBIT A

complaints, claims, controversies, and causes of action of ‎any nature whatsoever, whether statutory, civil, or administrative, in law or in equity, that the ‎Executive now has or may have against any of the Released Parties, arising in whole or in part at ‎any time on or prior to the Effective Date of this Release Agreement, in connection with, arising out of, or in any way related to the Executive’s employment or other relationship(s) with any of the Released Parties.‎

(a)General Release.  Executive expressly waives all benefits and protections afforded under Section 1542 of the Civil Code of California, as well as under any other statutes, legal decisions, or common law principles of similar effect to the extent such benefits or protections may contravene the provisions of this Release Agreement.  Section 1542 of the Civil Code of California states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE ‎CREDITOR OR ‎RELEASING PARTY DOES NOT KNOW OR SUSPECT ‎TO EXIST IN HIS OR HER ‎FAVOR AT THE TIME OF EXECUTING ‎THE RELEASE, AND THAT IF KNOWN BY ‎HIM OR HER WOULD ‎HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT ‎WITH ‎THE DEBTOR OR RELEASED PARTY.‎

Executive knowingly and voluntarily waives all rights under Section 1542.  Accordingly, Executive bears the risk that he may later discover additional or different facts.  Nonetheless, it is Executive’s intention to fully, finally, and forever settle and release all of his claims that now exist, may exist, or hereto have existed, against the Released Parties, except as otherwise expressly provided or excepted under applicable law.

(b)Claims Not Waived; Offset.  Notwithstanding the general release above, the Parties understand and agree that ‎the following ‎‎‎claims, if any, are not released: (a) claims ‎for unemployment compensation; (b) claims for ‎‎‎workers’ compensation benefits; (c) claims for ‎continuing health insurance coverage ‎under ‎‎‎COBRA; (d) claims pertaining to vested benefits ‎under any retirement plan governed by ‎the ‎‎‎Employee Retirement Income Security Act (ERISA); and (e) claims that cannot be released or ‎waived as a matter ‎of law.  Additionally, the Parties understand and agree that this Release Agreement ‎does not prohibit Executive from offering truthful testimony in any legal proceeding or from pursuing ‎an administrative charge with any Federal or State agency, including the U.S. Equal Employment ‎Opportunity Commission.  Should Executive pursue an administrative charge, however, by accepting ‎the terms of this Release Agreement he is waiving any right to any relief of any kind should an agency ‎choose to pursue an action on his behalf.‎  Moreover, for any claims not released by this Release Agreement, Executive agrees that the Severance Payment shall ‎constitute an offset or reduction of any amount(s) that may allegedly be owed by any of the ‎Released Parties.

(c)Affirmation That All Compensation Paid.  By entering into this Release Agreement, Executive affirms that he has been paid all compensation owed for work performed for the Company and Bank and that he has been reimbursed for all business expenses incurred during his employment.  To the extent that Executive, however, contends otherwise, the Parties agree that there exists a bona fide and genuine dispute regarding the underlying facts giving rise to a question of whether Executive is owed any wages, overtime, double-time, reimbursements, penalties,

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EXHIBIT A

liquidated damages, and/or interest.  The Parties further agree that if Executive were owed any such amounts, that there is a bona fide and genuine dispute regarding the amounts owed.  

(d)Further Action Necessary.  The Parties agree to take all further action, if necessary, that may be required as of the Effective Date or in the future in order to comply with and approve the terms of this Release Agreement.  This may include, without limitation, filing materials with a court or tribunal confirming and/or seeking approval of the terms of this Release Agreement, or dismissing proceedings for claims that have been released by this Release Agreement.

(e)Indemnification of Released Parties for Tax Assessments.  Executive further agrees that should any taxing authority assess any taxes, penalties, or interest against either Executive and/or the Company or Bank as a result of the payments in this Release Agreement, the Executive will be solely responsible for the taxes, penalties, or interest, if any, which may be owed to any governmental agency as a result of the Severance Payments, and Executive agrees that he will indemnify, defend, and hold the Company and Bank and the Released Parties harmless for any such taxes, penalties, or interest.

(f)Return of Company Property.  Executive agrees that, to the extent he has not already done so, he will ‎immediately return to the Company and Bank any and all physical, intellectual, and other property of the ‎Company, Bank, and/or the Released Parties in his possession, custody, or control.

(g)Age Discrimination in Employment Act and Older Workers Benefits Protection Act Acknowledgment.  Executive further acknowledges that as of the date set forth in the recitals of this Release Agreement, he was given at least twenty-one (21) days to consider ‎and accept the terms of this ‎Release Agreement and that he was advised to consult with an attorney ‎about this Release Agreement before ‎signing it.  To accept the Release Agreement, Executive should date and sign the signature block at the end and ‎return it to the Company and Bank.  Once Executive does so, he will still have seven (7) additional calendar days from the ‎date ‎the Release Agreement is signed to revoke his acceptance ("Revocation Period").  If Executive decides to ‎revoke this Release Agreement ‎after signing and returning it, Executive must provide a written statement of ‎revocation or send it by ‎fax, electronic mail, or registered mail to the Company and Bank pursuant to the Notice provisions in the Employment Agreement.  If ‎Executive does not revoke during the seven-day Revocation ‎Period, this Release Agreement will take effect on ‎the eighth (8th) day after the date Executive executes the ‎Agreement (the “Effective Date”).‎

3.Severance Payment.  The Company and Bank agree to make a total gross payment equivalent to eighteen (18) months of Executive’s Base Salary at the time of separation (the ‎‎“Severance Payment”), as well as the equivalent of eighteen (18) months of Company-paid COBRA benefits, to Executive in exchange for Executive’s agreement to the terms, conditions, ‎covenants, promises, and undertakings set forth in this Release Agreement.  The Severance Payment shall ‎be remitted within ten (10) business days following the Effective Date of this Agreement.  ‎

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EXHIBIT A

4.Acknowledgments and Obligations of the Executive.  

(a)No Reliance.  The Executive represents and acknowledges that in executing this Release Agreement, the ‎Executive does not rely and has not relied upon any representation or statement made by the ‎Company, or its agents, representatives, or attorneys regarding to the subject matter, basis or ‎effect of this Release Agreement or otherwise, and that the Executive has engaged or had the ‎opportunity to engage an attorney of the Executive’s choosing in the negotiation and execution ‎of this Release Agreement.  The Executive acknowledges that he has the right to ‎consult with counsel of his choosing with regard to the review of this Release Agreement.

(b)Age Discrimination in Employment Act and Older Workers Benefits Protection Act Disclosure. ‎ THE EXECUTIVE UNDERSTANDS THAT BY SIGNING AND NOT REVOKING THIS WAIVER AND RELEASE, THE EXECUTIVE IS WAIVING ANY AND ALL RIGHTS OR CLAIMS WHICH THE EXECUTIVE MAY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT AND/OR THE OLDER WORKERS BENEFIT PROTECTION ACT FOR AGE DISCRIMINATION ARISING FROM EMPLOYMENT WITH THE COMPANY AND BANK, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SUE THE COMPANY IN FEDERAL OR STATE COURT FOR AGE DISCRIMINATION.  THE EXECUTIVE FURTHER ACKNOWLEDGES THAT THE EXECUTIVE (i) DOES NOT WAIVE ANY CLAIMS OR RIGHTS THAT MAY ARISE AFTER THE DATE THIS RELEASE AGREEMENT IS EXECUTED; (ii) WAIVES CLAIMS OR RIGHTS ONLY IN EXCHANGE FOR CONSIDERATION IN ADDITION TO ANYTHING OF VALUE TO WHICH THE EXECUTIVE IS ALREADY ENTITLED; AND (iii) AGREES THAT THIS RELEASE AGREEMENT IS WRITTEN IN A MANNER CALCULATED TO BE UNDERSTOOD BY THE EXECUTIVE AND THE EXECUTIVE, IN FACT, UNDERSTANDS THE TERMS, CONTENTS, CONDITIONS AND EFFECTS OF THIS WAIVER AND RELEASE AND HAS ENTERED INTO THIS WAIVER AND RELEASE KNOWINGLY AND VOLUNTARILY.  

(c)Ongoing Obligations Under Employment Agreement.  The Executive acknowledges and agrees that the Employment Agreement sets forth certain ‎obligations of the Executive which remain in effect following the Termination Date, and except ‎as expressly set forth herein, nothing in this Release Agreement shall modify such ongoing ‎obligations, the continued performance of which by the Executive are a condition of the ‎Company’s and Bank’s obligations hereunder.‎‎

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EXHIBIT A

5.Confidentiality.  The Executive agrees to keep this Release Agreement, its terms, and the amount of the ‎severance payment completely confidential; provided, however, that the Executive ‎may reveal such information to the Executive’s attorney, accountants, financial advisor, spouse, ‎or as required by a court of competent jurisdiction, or as otherwise required by law, including ‎without limitation, prohibitions codified in California Civil Code Section 1670.11 and California ‎Code of Civil Procedure Section 1001.  Nothing in this Release Agreement prohibits the ‎Executive from reporting possible violations of federal law or regulation to any government ‎agency or entity or making other disclosures that are protected under whistleblower provisions of ‎law.  The Executive does not need prior authorization to make such reports or disclosures and is ‎not required to notify the Company that the Executive has made any such report or disclosure.‎

6.Defend Trade Secrets Act.  The Executive is hereby notified that under the Defend Trade Secrets Act: (a) no individual will ‎be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade ‎secret (as defined in the Economic Espionage Act) that is made in: (i)  confidence to a federal, ‎state, or local government official, either directly or indirectly, or to an attorney, and made solely ‎for the purpose of reporting or investigating a suspected violation of law; or (ii) a complaint or ‎other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it ‎is not made public; and (b) an individual who pursues a lawsuit for retaliation by an employer for ‎reporting a suspected violation of the law may disclose the trade secret to the attorney of the ‎individual and use the trade secret information in the court proceeding, if the individual files any ‎document containing the trade secret under seal, and does not disclose the trade secret, except as ‎permitted by court order.‎

7.Governing Law.  This Release Agreement and any and all interactions between the Parties arising under or resulting from this Release Agreement shall be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law principles.  

8.Withholding.  All amounts payable hereunder shall be subject to withholding for all taxes and deductions and other withholdings required by any federal, state, local or other applicable law.

9.Entire Agreement.  This Release Agreement constitutes the entire ‎agreement and understanding between the parties hereto with respect to the subject matter detailed herein, and terminates and supersedes any and all prior agreements, understandings and ‎representations, whether written or oral, by or between the parties hereto or their affiliates.‎

10.Amendment and Waiver.  Except as provided otherwise herein, the provisions of this Release Agreement may be amended or waived only with the prior written consent ‎of the Company, the Bank and the Executive, and no course of conduct or course of dealing or ‎failure or delay by any party hereto in enforcing or exercising any of the provisions of this ‎ Release Agreement shall affect the validity, binding effect or enforceability of this Release Agreement or be ‎deemed to be an implied waiver of any similar or dissimilar requirement, provision or condition of ‎this Release Agreement at the same or any prior or subsequent time.  Pursuit by any party of any available ‎remedy, either in law or equity, or any action of any kind, shall not constitute waiver of any other ‎remedy or action.  Such remedies and actions are cumulative and not exclusive.‎

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EXHIBIT A

11.Execution and Counterparts.  This Release Agreement may be executed in two or more counterparts, each of which shall be deemed an ‎original and all of which taken together shall constitute one agreement.  A facsimile or electronic ‎signature to this Release Agreement shall be deemed an original and binding upon the party(ies) against ‎whom enforcement is sought.‎

12.Headings and References.  Section and subsection headings in this Release Agreement are included herein for convenience of reference only and ‎shall not constitute a part of this Release Agreement for any other purpose.  References to Sections and ‎subsections herein shall refer to the Sections and subsections in this Release Agreement unless expressly ‎indicated otherwise.‎

13.Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Release Agreement.  In ‎the event an ambiguity or question of intent or interpretation arises, this Release Agreement shall be ‎construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall ‎arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions ‎of this Release Agreement.‎

THE EXECUTIVE’S SIGNATURE BELOW MEANS THAT THE EXECUTIVE HAS READ THIS RELEASE AGREEMENT AND AGREES AND CONSENTS TO ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.

IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the day and year first written above.

CATHAY GENERAL BANCORP.

By:

Name:

Title:

CATHAY BANK

By:

Name:

Title:

EXECUTIVE

CHANG M. LIU

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EX-10.2

Exhibit 10.2

CHANGE OF CONTROL
EMPLOYMENT AGREEMENT

This Change of Control Employment Agreement is made as of the 16th day of July, 2020 (this “Agreement”), by and between Cathay General Bancorp, a Delaware corporation (the “Company”), Cathay Bank, a California state chartered commercial bank and a wholly owned subsidiary of the Company (the “Bank”), and Chang M. Liu (the “Executive”).

WHEREAS, the Board of Directors of the Company (the “Board”) and the Board of Directors of the Bank (the “Bank Board”), have determined that it is in the best interests of the Bank and the Company and its stockholders to assure that the Company and/or the Bank (as applicable) will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined herein). The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control that ensure that the compensation and benefits expectations of the Executive will be satisfied and that provide the Executive with compensation and benefits arrangements that are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

Section 1.     Certain Definitions. (a) “Effective Date” means the first date during the Change of Control Period (as defined herein) on which a Change of Control occurs. Notwithstanding anything in this Agreement to the contrary, if (i) the Executive’s employment with the Company is terminated by the Company, (ii) the Date of Termination is prior to the date on which a Change of Control occurs, and (iii) it is reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third party that has taken steps reasonably calculated to effect a Change of Control or (B) otherwise arose in connection with or anticipation of a Change of Control, then for all purposes of this Agreement the “Effective Date” means the date immediately prior to such Date of Termination.

(b)     “Change of Control Period” means the period commencing on the date hereof and ending on the third anniversary of the date hereof; provided, however, that, commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “Renewal Date”), unless previously terminated, the Change of Control Period shall be automatically extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to the Renewal Date, the Company shall give notice to the Executive that the Change of Control Period shall not be so extended.

(c)     “Affiliated Company” means any company controlled by, controlling or under common control with the Company.

(d)     “Change of Control” means:

(1)     Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 1(d), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliated Company or (iv) any acquisition pursuant to a transaction that complies with Sections 1(d)(3)(A), 1(d)(3)(B) and 1(d)(3)(C);

(2)     Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(3)     Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common

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Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such entity, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(4)     Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Section 2.     Employment Period. The Company and/or the Bank (as applicable) hereby agrees to continue the Executive in its employ, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the third anniversary of the Effective Date (the “Employment Period”). The Employment Period shall terminate upon the Executive’s termination of employment for any reason.

Section 3.     Terms of Employment. (a) Position and Duties. (1) During the Employment Period, (A) the Executive’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all respects with the most significant of those held, exercised and assigned at any time during the 120-day period immediately preceding the Effective Date and (B) the Executive’s services shall be performed at the office where the Executive is employed immediately preceding the Effective Date or at any other location less than 35 miles from such office.

(2)     During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executive hereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for the Executive to (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions and (C) manage personal investments, so long as such activities do not significantly interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that, to the extent that any such activities have been conducted by the Executive prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Executive’s responsibilities to the Company.

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(b)     Compensation. (1) Base Salary. During the Employment Period, the Executive shall receive an annual base salary (the “Annual Base Salary”) at an annual rate at least equal to 12 times the highest monthly base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated Companies in respect of the 12-month period immediately preceding the month in which the Effective Date occurs. The Annual Base Salary shall be paid at such intervals as the Company or the Bank (as applicable) pays executive salaries generally. During the Employment Period, the Annual Base Salary shall be reviewed at least annually, beginning on the one year anniversary of the Effective Date, provided that if the Executive’s base salary has been reviewed within the twelve months prior to the Effective Date , it shall be reviewed beginning on the one year anniversary of such prior review, or if the Executive’s base salary has not been reviewed during such 12-month period, it shall be reviewed beginning within 30 days following the Effective Date. Any increase in the Annual Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement. The Annual Base Salary shall not be reduced during the Employment Period after any such increase or otherwise and the term “Annual Base Salary” shall refer to the Annual Base Salary as so increased.

(2)     Annual Bonus. In addition to the Annual Base Salary, the Executive shall be awarded, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”) in cash at least equal to (A) the average of the bonuses earned by Executive under the Company’s or the Bank’s (as applicable) annual incentive plan or program, or any comparable bonus under any predecessor or successor plan, for the last three full fiscal years prior to the Effective Date (or for such lesser number of full fiscal years prior to the Effective Date for which the Executive was eligible to earn such a bonus, and annualized in the case of any pro rata bonus earned for a partial fiscal year) (the “Average Annual Bonus”), or (B) if the Executive has not been eligible to earn such a bonus for any period prior to the Effective Date, the Executive’s target annual bonus for the year in which the Effective Date occurs (the “Target Annual Bonus”).  Each such Annual Bonus shall be paid no later than two and a half months after the end of the fiscal year for which the Annual Bonus is awarded, unless the Executive shall elect to defer the receipt of such Annual Bonus pursuant to an arrangement that meets the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

(3)     Incentive, Savings and Retirement Plans. During the Employment Period, the Executive shall be entitled to participate in all cash incentive, equity incentive, savings and retirement plans, practices, policies, and programs applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and the Affiliated Companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those

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provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

(4)     Welfare Benefit Plans. During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and the Affiliated Companies (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other peer executives of the Company and the Affiliated Companies, but in no event shall such plans, practices, policies and programs provide the Executive with benefits that are less favorable, in the aggregate, than the most favorable of such plans, practices, policies and programs in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and the Affiliated Companies.

(5)     Expenses. During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(6)     Fringe Benefits. During the Employment Period, the Executive shall be entitled to fringe benefits, including, without limitation, tax and financial planning services, payment of club dues, and, if applicable, use of an automobile and payment of related expenses, in accordance with the most favorable plans, practices, programs and policies of the Company and the Affiliated Companies in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(7)     Office and Support Staff. During the Employment Period, the Executive shall be entitled to an office or offices of a size and with furnishings and other appointments, and to exclusive personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Executive by the Company and the Affiliated Companies at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

(8)     Vacation. During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Companies as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or, if more

5

favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies.

Section 4.     Termination of Employment. (a) Death or Disability. The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period. If the Company determines in good faith that the Disability (as defined herein) of the Executive has occurred during the Employment Period (pursuant to the definition of “Disability”), it may give to the Executive written notice in accordance with Section 11(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. “Disability” means the absence of the Executive from the Executive’s duties with the Company or the Bank (as applicable) on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b)     Cause. The Company may terminate the Executive’s employment during the Employment Period with or without Cause. “Cause” means:

(1)     the willful and continued failure of the Executive to perform substantially the Executive’s duties (as contemplated by Section 3(a)(1)(A)) with the Company or any Affiliated Company (other than any such failure resulting from incapacity due to physical or mental illness or following the Executive’s delivery of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company that specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s duties, or

(2)     the willful engaging by the Executive in illegal conduct or gross misconduct that is materially injurious to the Company.

For purposes of this Section 4(b), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act (A) based upon authority given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Affiliated Companies and is not publicly-traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) based upon authority given by the Chief Executive Officer of the Company or an executive officer of the Company that is senior to Executive or (C) based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of

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the entire membership of the Applicable Board (excluding the Executive, if the Executive is a member of the Applicable Board) at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity, together with counsel for the Executive, to be heard before the Applicable Board), finding that, in the good faith opinion of the Applicable Board, the Executive is guilty of the conduct described in Section 4(b)(1) or 4(b)(2), and specifying the particulars thereof in detail.

(c)     Good Reason. The Executive’s employment may be terminated during the Employment Period by the Executive for Good Reason or by the Executive voluntarily without Good Reason. “Good Reason” means:

(1)     the assignment to the Executive of any duties inconsistent in any respect with the Executive’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 3(a) unless the totality of the new duties is at least as significant as the prior duties, or any other diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(2)     any failure by the Company to comply with any of the provisions of Section 3(b), other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(3)     the Company’s requiring the Executive (i) to be based at any office or location other than as provided in Section 3(a)(1)(B) of this Agreement, (ii) to be based at a location other than the principal executive offices of the Company if the Executive was employed at such location immediately preceding the Effective Date, or (iii) to travel on Company business to a substantially greater extent than required immediately prior to the Effective Date;

(4)     any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by this Agreement; or

(5)     any action or inaction that constitutes a material breach by the Company or the Bank (as applicable) of this Agreement, including any failure by the Company to comply with and satisfy Section 10(c).

For purposes of this Section 4(c), any good faith determination of Good Reason made by the Executive shall be conclusive. The Executive’s mental or physical incapacity following the occurrence of an event described above in clauses (1) through (5) shall not affect the Executive’s ability to terminate employment for Good Reason and the Executive’s death following delivery of a Notice of Termination for Good Reason shall not affect the Executive’s

7

estate’s entitlement to severance payments or benefits provided hereunder upon a termination of employment for Good Reason.

(d)     Notice of Termination. Any termination of employment by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). “Notice of Termination” means a written notice that (1) indicates the specific termination provision in this Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (3) if the Date of Termination (as defined herein) is other than the date of receipt of such notice, specifies the Date of Termination (which Date of Termination shall be not more than 30 days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.

(e)     Date of Termination. “Date of Termination” means (1) if the Executive’s employment is terminated by the Company for Cause, or by the Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified in the Notice of Termination, as the case may be, (2) if the Executive’s employment is terminated by the Company other than for Cause or Disability, the date on which the Company notifies the Executive of such termination, (3) if the Executive resigns without Good Reason, the date on which the Executive notifies the Company of such termination, and (4) if the Executive’s employment is terminated by reason of death or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be. Notwithstanding the foregoing, in no event shall the Date of Termination occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and the date on which such separation from service takes place shall be the “Date of Termination.”

Section 5.     Obligations of the Company upon Termination. (a) By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates employment for Good Reason:

(1)     the Company or the Bank (as applicable) shall pay to the Executive, in a lump sum in cash on the 30th day following the Date of Termination, the aggregate of the following amounts:

(A)     the sum of (i) the Executive’s Annual Base Salary through the Date of Termination to the extent not theretofore paid, (ii) the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(5) but have not been reimbursed by the Company or the Bank (as applicable) as of the Date of Termination; (iii) the Executive’s Annual Bonus for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs, if such bonus has been determined but not paid as of the Date of Termination; (iv)

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any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in subclauses (i), (ii), (iii) and (iv), the “Accrued Obligations”) and (v) an amount equal to the product of (x) the higher of (I) the Average Annual Bonus and (II) the Target Annual Bonus (such higher amount, the “Applicable Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination and the denominator of which is 365 (the “Pro Rata Bonus”); provided, that notwithstanding the foregoing, if the Executive has made an irrevocable election under any deferred compensation arrangement subject to Section 409A of the Code to defer any portion of the Annual Base Salary or Annual Bonus described in clause (i) or clause (iii) above, then for all purposes of this Section 5 (including, without limitation, Sections 5(b) through 5(d)), such deferral election, and the terms of the applicable arrangement shall apply to the same portion of the amount described in such clause (i) or clause (iii), and such portion shall not be considered as part of the “Accrued Obligations” but shall instead be an “Other Benefit” (as defined below);

(B)     the amount equal to the product of (i) one and one halfand (ii) the sum of (x) the Executive’s Annual Base Salary and (y) the Applicable Annual Bonus; and

(C)     an amount equal to the sum of the Company or the Bank (as applicable) matching or other employer contributions under the Company’s or the Bank’s qualified defined contribution plans and any excess or supplemental defined contribution plans in which the Executive participates that the Company or the Bank (as applicable) would have made on behalf of the Executive during the eighteen months after the Date of Termination if the Executive’s employment continued for eighteen months after the Date of Termination (and without regard to any vesting requirement), assuming for this purpose that (i) the Executive’s compensation during the eighteen-month period is that required by Sections 3(b)(1) and 3(b)(2) and (ii) to the extent that the employer contributions are determined based on the contributions or deferrals of the Executive, that the Executive’s contribution or deferral elections, as appropriate, are those in effect immediately prior to the Date of Termination; and

(2)     for eighteen months following the Date of Termination or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy (the applicable period hereinafter referred to as the “Benefit Continuation Period”), the Company or the Affiliated Companies shall provide health care and life insurance benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies providing health care and life insurance benefits and at the benefit level described in Section 3(b)(4) of this Agreement if the Executive’s employment had not been terminated or, if more favorable to the Executive, as in effect generally at any time thereafter with respect to other peer executives of the Company and the Affiliated Companies and their families; provided, however, that, the health care benefits provided during the Benefit Continuation Period shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Executive’s income for federal income tax purposes and, if the Company reasonably determines that providing continued coverage under one or more of its health care benefit plans contemplated herein could be taxable to

9

the Executive, the Company shall provide such benefits at the level required hereby through the purchase of individual insurance coverage; provided, further, however, that if the Executive becomes reemployed with another employer and is eligible to receive health care and life insurance benefits under another employer provided plan, the health care and life insurance benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility;

(3)     the Company or the Bank (as applicable) shall, at its sole expense as incurred, provide the Executive with outplacement services the scope and provider of which shall be selected by the Executive in the Executive’s sole discretion, provided that the cost of such outplacement shall not exceed $50,000; and provided, further, that, such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination; and

(4)     except as otherwise set forth in the last sentence of Section 6, to the extent not theretofore paid or provided, the Company or the Bank (as applicable) shall timely pay or provide to the Executive any Other Benefits (as defined in Section 6) in accordance with the terms of the underlying plans or agreements.

Notwithstanding the foregoing provisions of Sections 5(a)(1) and 5(a)(2), in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable and benefits that would otherwise be provided under Section 5(a)(1) and 5(a)(2) during the six-month period immediately following the Date of Termination (other than the Accrued Obligations) shall instead be paid, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) determined as of the Date of Termination, or provided on the first business day after the date that is six months following the Date of Termination (the “Delayed Payment Date”).

(b)     Death. If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, the Company or the Bank (as applicable) shall provide the Executive’s estate or beneficiaries with the Accrued Obligations and the Pro Rata Bonus and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 5(a)(1)(A) to the extent applicable) and the Pro Rata Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall include, without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive, benefits at least equal to the most favorable benefits provided by the Company and the Affiliated Companies to the estates and beneficiaries of peer executives of the Company and the Affiliated Companies under such plans, programs, practices and policies relating to death benefits, if any, as in effect with respect to other peer executives and their beneficiaries at any time during the 120-day

10

period immediately preceding the Effective Date or, if more favorable to the Executive’s estate and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect to other peer executives of the Company and the Affiliated Companies and their beneficiaries.

(c)     Disability. If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company or the Bank (as applicable) shall provide the Executive with the Accrued Obligations and Pro Rata Bonus and the timely payment or delivery of the Other Benefits in accordance with the terms of the underlying plans or agreements, and shall have no other severance obligations under this Agreement. The Accrued Obligations (subject to the proviso set forth in Section 5(a)(1)(A) to the extent applicable) and the Pro Rata Bonus shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination, provided, that in the event that the Executive is a Specified Employee, the Pro Rata Bonus shall be paid, with Interest, to the Executive on the Delayed Payment Date. With respect to the provision of the Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and other benefits at least equal to the most favorable of those generally provided by the Company and the Affiliated Companies to disabled executives and/or their families in accordance with such plans, programs, practices and policies relating to disability, if any, as in effect generally with respect to other peer executives and their families at any time during the 120-day period immediately preceding the Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect at any time thereafter generally with respect to other peer executives of the Company and the Affiliated Companies and their families.

(d)     Cause; Other Than for Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Company for Cause or the Executive voluntarily terminates employment (excluding a termination for Good Reason), the Company or the Bank (as applicable) shall provide the Executive with the Accrued Obligations, and the timely payment or delivery of the Other Benefits and shall have no other severance obligations under this Agreement. In such case, the Accrued Obligations (subject to the proviso set forth in Section 5(a)(1)(A) to the extent applicable) shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Section 6.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company or the Affiliated Companies and for which the Executive may qualify, nor, subject to Section 11(f), shall anything herein limit or otherwise affect such rights as the Executive may have under any other contract or agreement with the Company or the Affiliated Companies. Amounts that are vested benefits or that the Executive is otherwise entitled to receive under any plan, policy, practice or program of or any other contract or agreement with the Company or the Affiliated Companies at or subsequent to the Date of Termination (“Other Benefits”) shall be payable in accordance with such plan, policy, practice or program or contract or agreement, except as explicitly modified by this Agreement. Without limiting the generality of the foregoing, the Executive’s resignation under this Agreement with or without Good Reason, shall in no way affect the Executive’s

11

ability to terminate employment by reason of the Executive’s “retirement” under, or to be eligible to receive benefits under, any compensation and benefits plans, programs or arrangements of the Company or the Affiliated Companies, including without limitation any retirement or pension plans or arrangements or substitute plans adopted by the Company, the Affiliated Companies or their respective successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan. Notwithstanding the foregoing, if the Executive receives payments and benefits pursuant to Section 5(a) of this Agreement, the Executive shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and the Affiliated Companies, unless otherwise specifically provided therein in a specific reference to this Agreement.

Section 7.     Full Settlement; Legal Fees. (a)  The Company’s and/or the Bank’s obligation to make the payments provided for in this Agreement and otherwise to perform their obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or action that the Company or the Bank may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and, except as specifically provided in Section 5(a)(2), such amounts shall not be reduced whether or not the Executive obtains other employment.

(b)  This Section 7(b) shall only apply following a Change of Control.   The Company or the Bank (as applicable) agrees to pay as incurred (within 10 days following the Company’s or the Bank’s receipt of an invoice from the Executive), at any time from the date of the Change of Control through the Executive’s remaining lifetime (or, if longer, through the 20^th anniversary of the date of the Change of Control) to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or the Bank, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement or any guarantee of performance thereof (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement), plus, in each case, Interest determined as of the date such legal fees and expenses were incurred. In order to comply with Section 409A of the Code, in no event shall the payments by the Company or the Bank under this Section 7(b) be made later than the end of the calendar year next following the calendar year in which such fees and expenses were incurred; provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred. The amount of such legal fees and expenses that the Company or the Bank is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company or the Bank is obligated to pay in any other calendar year, and the Executive’s right to have the Company or the Bank pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

Section 8.     Certain Reduction of Payments by the Company or the Bank. (a) Anything in this Agreement or any other agreement between the Executive and the Company or the

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Bank (as applicable) to the contrary notwithstanding, in the event that a nationally-recognized accounting firm selected in the discretion of the Compensation Committee of the Board as in effect immediately prior to the Change of Control (the “Accounting Firm”) shall determine that receipt of all payments or distributions by the Company or its Affiliated Companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, the Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. All determinations made by the Accounting Firm under this Section shall be binding upon the Company, the Bank and Executive and shall be made within 15 days following a termination of employment of the Executive. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (1) Section 5(a)(1)(B), (2) Section 5(a)(1)(C), (3) Section 5(a)(1)(A)(v) and (4) Section 5(a)(2).

(b)     As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company or the Bank (as applicable) to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company or the Bank (as applicable) to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Bank (as applicable) or the Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company or the Bank (as applicable) to or for the benefit of the Executive shall be repaid to the Company or the Bank (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such amount shall be payable by the Executive to the Company or the Bank (as applicable) if and to the extent such payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company or the Bank (as applicable) to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

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(c)     All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company or the Bank (as applicable).

(d)     For purposes of this Section 8, the following terms have the meanings set forth below:

(i)     “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive certifies, in the Executive’s sole discretion, as likely to apply to him in the relevant tax year(s).

(ii)     “Reduced Amount” shall mean the greatest amount of Agreement Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Agreement Payments pursuant to Section 8(a).

Section 9.     Confidential Information. The Executive shall hold in a fiduciary capacity for the benefit of the Company and the Bank all secret or confidential information, knowledge or data relating to the Company or the Affiliated Companies, and their respective businesses, which information, knowledge or data shall have been obtained by the Executive during the Executive’s employment by the Company or the Affiliated Companies and which information, knowledge or data shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company and/or the Bank, the Executive shall not, without the prior written consent of the Company or the Bank or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or the Bank and those persons designated by the Company or the Bank. In no event shall an asserted violation of the provisions of this Section 9 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Section 10.     Successors. (a) This Agreement is personal to the Executive, and, without the prior written consent of the Company and the Bank, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)     This Agreement shall inure to the benefit of and be binding upon the Company and the Bank and their respective successors and assigns. Except as provided in Section 10(c), without the prior written consent of the Executive, this Agreement shall not be assignable by the Company or the Bank.

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(c)     The Company and the Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company or the Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company and the Bank would be required to perform it if no such succession had taken place. “Company” and “Bank” mean the Company and the Bank as hereinbefore defined and any successor to their business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law or otherwise.

Section 11.     Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. Subject to the last sentence of Section 11(g), this Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b)     All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

if to the Executive:

At the most recent address on file at the Company.

if to the Company or the Bank:

9650 Flair Drive, 8th Floor
El Monte, CA 91731
Attention: Chief Executive Officer

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)     The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d)     The Company or the Bank (as applicable) may withhold from any amounts payable under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e)     The Executive’s, the Company’s or the Bank’s (as applicable) failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right the Executive, the Company or the Bank (as applicable) may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason

15

pursuant to Sections 4(c)(1) through 4(c)(5), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(f)     The Executive, the Company and the Bank acknowledge that, except as may otherwise be provided under any other written agreement between the Executive, the Company and/or the Bank, the employment of the Executive by the Company or the Bank (as applicable) is “at will” and, subject to Section 1(a), the Executive’s employment may be terminated by the Executive, the Company or the Bank (as applicable) at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement. From and after the Effective Date, except as specifically provided herein, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof. 

(g)     The Agreement is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, shall in all respects be administered in accordance with Section 409A of the Code. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement. If the Executive dies following the Date of Termination and prior to the payment of the any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Executive’s estate within 30 days after the date of the Executive’s death. All reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company or the Bank under this Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the Executive shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company or the Bank is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company or the Bank is obligated to pay or provide in any other calendar year; (iii) the Executive’s right to have the Company or the Bank pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s or the Bank’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through the 20th anniversary of the Effective Date). Prior to the Effective Date but within the time period permitted by the applicable Treasury Regulations, the Company may, in consultation with the Executive, modify the Agreement, in the least restrictive manner necessary and without any diminution in the value of the payments to the Executive, in order to cause the provisions of the Agreement to comply with the requirements of Section 409A of the Code, so as to avoid the imposition of taxes and penalties on the Executive pursuant to Section 409A of the Code.

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(h)     This Agreement comprises the entire agreement among the Executive, the Company and the Bank with respect to the subject matter hereof and shall supersede all prior agreements and undertakings by or among them with respect to such subject matter.

Section 12.     Survivorship. Upon the expiration or other termination of this Agreement or the Executive’s employment, the respective rights and obligations of the parties hereto shall survive to the extent necessary to carry out the intentions of the parties under this Agreement.

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the authorizations from the Board and the Bank Board, the Company and the Bank have each caused these presents to be executed in its name on its behalf, all as of the day and year first above written.

CATHAY GENERAL BANCORP     By:  /s/ Dunson K. Cheng Name: Dunson K. Cheng
Title:Executive Chairman   CHANG M. LIU     /s/ Chang M. Liu    

EX-99.1

Exhibit 99.1

Cathay General Bancorp Announces Retirement of Pin Tai and Appointment of Chang M. Liu as CEO and President

LOS ANGELES, July 16, 2020 /PRNewswire/ -- Cathay General Bancorp (the "Company", Nasdaq: CATY), the holding company for Cathay Bank (the "Bank"), announced that Pin Tai, in accordance with his previously disclosed employment agreement, will retire from his position as Chief Executive Officer ("CEO") of the Company and Cathay Bank and resign as a member of the Board of Directors of the Company and Cathay Bank, effective September 30, 2020. Mr. Tai will remain with Cathay Bank as an executive advisor through September 30, 2021, supporting the transition, in accordance with his previously disclosed consulting agreement.

In accordance with the Company's succession plan, the Boards of Directors of the Company and of Cathay Bank appointed Chang M. Liu as CEO and President of the Company and as CEO of Cathay Bank, effective October 1, 2020. Mr. Liu is currently the President and Chief Operating Officer of Cathay Bank and is a member of the Board of Directors of Cathay Bank. Mr. Liu also will continue serving as President and a director of Cathay Bank, and will be appointed a member of the Board of Directors of the Company, effective October 1, 2020.

"It has been an honor and a privilege to have served and led the Company," Mr. Tai said. "At the time I joined the Bank in 1999, Cathay was about $1.8 billion in asset size with limited presence in the East Coast. As of June 30, 2020, we are more than $19 billion strong in assets, with 61 branches across nine states in the U.S., one branch in Hong Kong, as well as representative offices in Beijing, Shanghai, and Taipei. I am incredibly proud of the Company that we have built and believe Chang is the right person to lead us into the next chapter. I wish Chang all the best in his new role. I am confident that Cathay's legacy of unwavering commitment to deliver exceptional customer experience and stockholder value will continue under his leadership."

"I am humbled by this opportunity and excited to serve and lead the Company going forward," said Mr. Liu. "I have a deep respect for the work my predecessors have done in positioning the Company for future growth. I look forward to continuing to build on this strong foundation. I am committed to working closely with the board, and our seasoned executive team to continue to innovate our services while unlocking future growth opportunities."

"The Board of Directors thanks Pin for his leadership and dedicated service to the Company." said, Dunson K. Cheng, the Company's and Cathay Bank's Executive Chairman. "We appreciate Pin's efforts in achieving both record revenue and earnings for the Company during his tenure. Chang's expertise in banking and deep understanding of the Company's business, culture and people is just what we need to capitalize on the many opportunities the future holds. We look forward to working with him."

Under Mr. Tai's leadership, the Company has experienced significant growth, which included establishing additional branches in California and elsewhere, and the successful completion of the merger with Far East National Bank that expanded its geographic presence. Mr. Tai was instrumental in the development of the Company's East Coast footprint and, under his direction while serving as the Chief Lending Officer, the Company's lending divisions have been enhanced to capture greater market share.

Chang M. Liu is currently the President and Chief Operating Officer of Cathay Bank and serves as a member on its Board of Directors. Mr. Liu joined Cathay Bank in 2014 as Senior Vice President and Assistant Chief Lending Officer. He was promoted to Deputy Chief Lending Officer in 2015 and then in 2016 became the Executive Vice President and Chief Lending Officer. In February 2019, Chang was appointed as Chief Operating Officer, followed by the appointment as President when he joined as a member of the Board of Directors of Cathay Bank in October 2019. Mr. Liu has over 30 years of banking experience. Prior to joining Cathay Bank, Mr. Liu was the Executive Vice President and Chief Lending Officer at Pacific Trust Bank, the Senior Vice President of the Special Assets Group at U.S. Bank, and the Senior Vice President of the Commercial Real Estate Group at California National Bank.

ABOUT CATHAY GENERAL BANCORP

Cathay General Bancorp is the holding company for Cathay Bank, a California state-chartered bank. Founded in 1962, Cathay Bank offers a wide range of financial services. Cathay Bank currently operates 38 branches in California, 10 branches in New York State, four in Washington State, three in Illinois, two in Texas, one in Maryland, Massachusetts, Nevada, New Jersey, and Hong Kong, and a representative office in Beijing, Shanghai and Taipei. Cathay Bank's website is found at http://www.cathaybank.com. Cathay General Bancorp's website is found at http://www.cathaygeneralbancorp.com. Information set forth on such websites is not incorporated into this press release.

CONTACT: Heng W. Chen, (626) 279-3652

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Document And Entity Information	Jul. 16, 2020
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Document, Type	8-K
Amendment Flag	false
Document, Period End Date	Jul. 16, 2020
Entity, Registrant Name	CATHAY GENERAL BANCORP
Entity Central Index Key	0000861842
Entity, Emerging Growth Company	false
Entity, File Number	001-31830
Entity, Incorporation, State or Country Code	DE
Entity, Tax Identification Number	95-4274680
Entity, Address, Address Line One	777 North Broadway
Entity, Address, City or Town	Los Angeles
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	90012
City Area Code	213
Local Phone Number	625-4700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	CATY
Security Exchange Name	NASDAQ