Cathay Bank Bonus Deferral Agreement
Exhibit
10.6.1
Cathay
Bank
This
Bonus Deferral Agreement ("Agreement"), is amended and restated effective as
of
November 23, 2004, between Xxxxxx Xxxxx, Chairman, President, & CEO of
Cathay General Bancorp and Cathay Bank (the "Executive"), and Cathay General
Bancorp and Cathay Bank (collectively, the "Company") constitutes the agreement
between the Executive and the Company for the deferral by the Executive of
payment of that portion of the Executive's incentive bonus for 2004 in excess
of
$225,000 ("Deferred Amount"). Except as otherwise provided for below, the
Company shall pay the Deferred Amount on January 1 of the first year
following the Executive's separation from service from the Company. If the
Executive is a specified employee (as defined in Section 409A(a)(2)(B)(i) of
the
Internal Revenue Code of 1986, as amended (the "Code") and determined pursuant
to related IRS guidance and Treasury regulations now and as may be enacted
in
the future), the Company shall pay the Deferred Amount on the later of: (i)
January 1 of the first year following the Executive's separation from
service from the Company; or (ii) the first day of the seventh month following
the Executive's separation from service with the Company. The Company may delay
the Deferred Amount payment in accordance with Section 1.409A-2(b)(7)(i) of
the
Treasury regulations to the extent that it reasonably anticipates that if the
payment were made as scheduled, the Company's deduction with respect to such
payment would not be permitted due to the application of Code Section
162(m).
1. In
exchange for the Agreement by the Executive to defer payment of the Deferred
Amount, the Company will compute interest beginning December 16, 2004, at
7.0% per annum computed based on the actual number of days during each period
divided by the actual number of days for the full year. The Deferred Amount
will
be increased at the end of each quarter by the interest so computed for the
last
quarter. For December 31, 2004, the Deferred Amount will be increased by
the interest so computed for the December 16 to December 31, 2004,
period. Beginning on the tenth anniversary of the Agreement, the interest rate
shall be adjusted to 275 basis points over the then prevailing interest rate
on
a ten-year U. S. Treasury note.
2. Executive
agrees to allow the Company to amend the terms of the Agreement, including
further deferring the date of the payment of the Deferred Amount, and take
such
other actions as may be necessary, to comply Code Section 409A and related
IRS guidance and Treasury regulations now and as may be enacted in the future
and to comply with any corresponding California income tax law and regulations
that may be in effect as of or enacted subsequent to the date of this Agreement.
However, any changes to the Deferred Amount and Section 1 above require the
consent of Executive.
3. The
Company shall indemnify and reimburse to the Executive an amount which after
payment of applicable Federal, state, and local taxes by the Executive would
be
sufficient to pay any Federal and California taxes that are incurred by the
Executive as a result of failure to comply with Section 409A and related
regulations of the Code and any corresponding California income tax law and
regulations ("Gross-Up Payment"). Except as provided in the preceding sentence,
the Company is not providing any indemnification to the Executive for any normal
or regular Federal or state income taxes related to the Deferred Amount. Any
Gross-Up Payment shall be promptly paid by the Company to the Executive, but
by
no later than the end of the Executive's taxable year next following the
Executive's taxable year in which the Executive remits the related
taxes.
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4. Cathay
General Bancorp ("Bancorp") and Cathay Bank ("Bank") shall 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 Bancorp or Bank,
by
agreement in form and substance reasonably satisfactory to the Executive,
expressly to assume and agree to perform this Agreement in the same manner
and
to the same extent that Bancorp or the Bank would be required to perform it
if
no such succession had taken place. As used in this Agreement, the "Company"
shall mean the Bancorp and Bank as hereinbefore defined and any successor to
their respective business and/or assets as aforesaid that becomes bound by
the
terms and provisions of this Agreement, by operation of law or
otherwise.
5. This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees, legatees,
and beneficiaries. If the Executive should die while any amounts would still
be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in accordance with the terms of this
Agreement to the Executive's devisee, legatee, or other designee or, if there
be
no such designee, to the Executive's estate.
6. This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument. If any of the provisions of this Agreement are determined to be
unlawful or otherwise unenforceable, in whole or in part, such determination
shall not affect the validity of the remainder of this Agreement, and this
Agreement shall be reformed to the extent necessary to carry out its provisions
to the greatest extent possible.
7. This
Agreement and all acts and transactions pursuant hereto and the rights and
obligations of the parties hereto shall be governed, construed and interpreted
in accordance with the laws of the State of California, without giving effect
to
principles of conflicts of law.
| EXECUTIVE | ||
| |
|
|
|
|
By: |
/s/
Xxxxxx Xxxxx
|
| Xxxxxx Xxxxx, Chairman, President, & CEO | ||
| Date: |
November
6, 2007
|
|
| By: |
/s/
Xxxxx Xx
|
|
| Xxxxx Xx, Executive Vice Chairman and COO | ||
| By: |
/s/
Xxxx Xxxx
|
|
| Xxxx Xxxx, EVP & CFO | ||
| Date: |
November
8, 2007
|
|
| CATHAY BANK | ||
| By: |
/s/
Xxxxx Xx
|
|
| Xxxxx Xx, Executive Vice Chairman and COO | ||
| By: |
/s/
Xxxx Xxxx
|
|
| Xxxx Xxxx, EVP & CFO | ||
| Date: |
November
8, 2007
|
|
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