CATHAY GENERAL BANCORP (NASDAQ:CATY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Award of Restricted Stock Units
On March 27, 2017, the Compensation Committee (the Committee) of
the Board of Directors of the Company approved the award of
time-based restricted stock units under the Companys 2005
Incentive Plan, as amended and restated effective May 18, 2015
(Plan), for each of Dunson K. Cheng, Executive Chairman of the
Board, and Pin Tai, Chief Executive Officer and President, having
a value of $150,000 based on the closing price of the Companys
common stock on March 10, 2017. The restricted stock units vest
in three equal installments on the first, second and third
anniversaries of the date of grant. Each restricted stock unit
represents the right to receive one share of common stock of the
Company, subject to adjustment in accordance with the award
agreements and the Plan. Upon vesting, a number of shares equal
to the number of restricted stock units that have vested will be
distributed to the officer as soon as administratively
practicable, but no later than February 15th of the year
following the year in which the vesting date occurs (or the date
on which vesting may be accelerated as described below).
If, prior to the final vesting date, (1) the officer dies, incurs
a Total and Permanent Disability (as defined) or terminates
employment on account of Retirement (as defined) or (2) there is
a Change in Control of the Company, the vesting of the restricted
stock units is accelerated and all restricted stock units are
deemed to be fully vested. For this purpose, Retirement means the
termination of employment after March 27, 2019, by reason of
having attained age 65, or having attained age 60 and having
completed ten or more consecutive years of employment with the
Company or its affiliates. If the officer experiences a
termination of employment at any time prior to a vesting date for
any other reason, then all remaining unvested restricted stock
units are forfeited.
The officer is required to return to the Company the restricted
stock units or, where applicable, the fair market value of the
shares as of the date they become transferable to the extent the
Company determines that they were granted or issued based on
materially inaccurate financial statements or performance metric
criteria that are later found to be materially inaccurate.
Riders to the award agreements provide for a cancellation of
restricted stock unit awards or repayment under certain
circumstances. In the event a restatement of financial results of
the Company as described in the riders occurs, up to 50% of the
aggregate awards under the award agreements for that individual
can be forfeited or cancelled, whether or not such units are
vested. If a distribution of shares has already occurred,
provision is made for the surrender of up to 50% of the total
shares received or, if shares have been sold, repayment the
proceeds, but in no event more than 50% of the aggregate fair
market value of all shares received by the employee to the award
agreements. The riders apply in addition to the requirements of
the Sarbanes-Oxley Act of 2002 and any rules and regulations
promulgated under the Dodd-Frank Wall Street Reform and Consumer
Protection Act.
Copies of the form of Restricted Stock Unit Agreement (Time-Based
Shares) and Restricted Stock Unit Agreement (Clawback Rider) are
attached to this Form 8-K, and the foregoing summary of the
restricted stock unit awards is qualified by reference to those
Agreements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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10.1 |
Form ofRestricted Stock Unit Agreement (Time-Based Shares) |
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10.2 |
Form of Restricted Stock Unit Agreement (Clawback Rider) |
About CATHAY GENERAL BANCORP (NASDAQ:CATY)
Cathay General Bancorp is a bank holding company. The Company holds Cathay Bank, a California state-chartered commercial bank (the Bank); approximately seven limited partnerships investing in affordable housing investments, in which the Bank is the sole limited partner; GBC Venture Capital, Inc, and Asia Realty Corp. It also owns the common stock of over five statutory business trusts created for issuing capital securities. The Bank primarily services individuals, professionals and small to medium-sized businesses in the local markets and provides commercial mortgage loans, commercial loans, small business administration (SBA) loans, residential mortgage loans, real estate construction loans, home equity lines of credit and installment loans to individuals for automobile, household and other consumer expenditures. The Bank offers passbook accounts, checking accounts, money market deposit accounts, certificates of deposit, individual retirement accounts, and public funds deposits. CATHAY GENERAL BANCORP (NASDAQ:CATY) Recent Trading Information
CATHAY GENERAL BANCORP (NASDAQ:CATY) closed its last trading session up +1.31 at 38.09 with 463,028 shares trading hands.