This excerpt taken from the CATY DEF 14A filed Apr 7, 2005.
As used herein, the following definitions shall apply:
(a) Administrator means the Board, any Committees or such delegates as shall be administering the Plan in accordance with Section 4 of the Plan.
(b) Affiliate means any entity that is directly or indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.
(c) Applicable Laws means the requirements relating to the administration of stock option and stock award plans under U.S. federal and state laws, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Companys agreement with such exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.
(d) Award means a Cash Award, Stock Award, or Option granted in accordance with the terms of the Plan.
(e) Awardee means an Employee or Director of the Company or any Affiliate who has been granted an Award under the Plan.
(f) Award Agreement means a Cash Award Agreement, Stock Award Agreement and/or Option Agreement, which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and conditions of the Plan.
(g) Board means the Board of Directors of the Company.
(h) Cash Award means a bonus opportunity awarded under Section 12 pursuant to which a Participant may become entitled to receive an amount based on the satisfaction of such performance criteria as are specified in the agreement or other documents evidencing the Award (the Cash Award Agreement).
(i) Change in Control means any of the following, unless the Administrator provides otherwise:
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i. any merger or consolidation in which the Company shall not be the surviving entity (or survives only as a subsidiary of another entity whose stockholders did not own all or substantially all of the Common Stock in substantially the same proportions as immediately prior to such transaction),
ii. the sale of all or substantially all of the Companys assets to any other person or entity (other than a wholly-owned subsidiary),
iii. the acquisition of beneficial ownership of a controlling interest (including, without limitation, power to vote) the outstanding shares of Common Stock by any person or entity (including a group as defined by or under Section 13(d)(3) of the Exchange Act),
iv. the dissolution or liquidation of the Company,
v. a contested election of Directors, as a result of which or in connection with which the persons who were Directors before such election or their nominees (the Incumbent Directors) cease to constitute a majority of the Board; provided however that if the election, or nomination for election by the Companys stockholders, of any new director was approved by a vote of at least fifty percent (50%) of the Incumbent Directors, such new Director shall be considered as an Incumbent Director, or
vi. any other event specified by the Board or a Committee, regardless of whether at the time an Award is granted or thereafter.
(j) Code means the United States Internal Revenue Code of 1986, as amended.
(k) Committee means the compensation committee of the Board or a committee of Directors appointed by the Board in accordance with Section 4 of the Plan.
(l) Common Stock means the common stock of the Company.
(m) Company means Cathay General Bancorp, a Delaware corporation, or its successor.
(n) Conversion Award has the meaning set forth in Section 4(b)(xi) of the Plan.
(o) Director means a member of the Board.
(p) Employee means a regular, active employee of the Company or any Affiliate, including an Officer and/or Director. The Administrator shall determine whether or not the chairman of the Board qualifies as an Employee. Within the limitations of Applicable Law, the Administrator shall have the discretion to determine the effect upon an Award and upon an individuals status as an Employee in the case of (i) any individual who is classified by the Company or its Affiliate as leased from or otherwise employed by a third party or as intermittent or temporary, even if any such classification is changed retroactively as a result of an audit, litigation or otherwise, (ii) any leave of absence approved by the Company or an Affiliate, (iii) any transfer between locations of employment with the Company or an Affiliate or between the Company and any Affiliate or between any Affiliates, (iv) any change in the Awardees status from an employee to a Director, and (v) at the request of the Company or an Affiliate an employee becomes employed by any partnership, joint venture or corporation not meeting the requirements of an Affiliate in which the Company or an Affiliate is a party.
(q) Exchange Act means the United States Securities Exchange Act of 1934, as amended.
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(r) Fair Market Value means, unless the Administrator determines otherwise, as of any date, either the closing sale price for the Common Stock or the closing bid if no sales were reported, or the average of the bid and ask prices, as selected by the Administrator in its discretion, as reported in such source as the Administrator shall determine.
(s) Grant Date means the date upon which an Award is granted to an Awardee pursuant to this Plan.
(t) Incentive Stock Option means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.
(u) Nasdaq means the Nasdaq National Market.
(v) Nonstatutory Stock Option means an Option not intended to qualify as an Incentive Stock Option.
(w) Officer means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(x) Option means a right granted under Section 8 to purchase a number of Shares at such exercise price, at such times, and on such other terms and conditions as are specified in the agreement or other documents evidencing the Option (the Option Agreement). Both Options intended to qualify as Incentive Stock Options and Nonstatutory Stock Options may be granted under the Plan.
(y) Participant means the Awardee or any person (including any estate) to whom an Award has been assigned or transferred as permitted hereunder.
(z) Plan means this Cathay General Bancorp 2005 Incentive Plan.
(aa) Qualifying Performance Criteria shall have the meaning set forth in Section 13(b) of the Plan.
(bb) Share means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(cc) Stock Appreciation Right means a right to receive cash and/or shares of Common Stock based on a change in the Fair Market Value of a specific number of shares of Common Stock granted under Section 11.
(dd) Stock Award means an award or issuance of Shares, Stock Units, Stock Appreciation Rights or other similar awards made under Section 11 of the Plan, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment or performance conditions) and terms as are expressed in the agreement or other documents evidencing the Award (the Stock Award Agreement).
(ee) Stock Unit means a bookkeeping entry representing an amount equivalent to the Fair Market Value of one Share (or a fraction or multiple of such value), payable in cash, property or Shares. Stock Units represent an unfunded and unsecured obligation of the Company, except as otherwise provided for by the Administrator.
(ff) Subsidiary means any company (other than the Company) in an unbroken chain of companies beginning with the Company, provided each company in the unbroken chain (other than the Company)
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owns, at the time of determination, stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other companies in such chain.
(gg) Termination of Employment shall mean ceasing to be an Employee or Director, as determined in the sole discretion of the Administrator. However, for Incentive Stock Option purposes, Termination of Employment will occur when the Awardee ceases to be an employee (as determined in accordance with Section 3401(c) of the Code and the regulations promulgated thereunder) of the Company or one of its Subsidiaries. The Administrator shall determine whether any corporate transaction, such as a sale or spin-off of a division or business unit, or a joint venture, shall be deemed to result in a Termination of Employment.
(hh) Total and Permanent Disability shall have the meaning set forth in Section 22(e)(3) of the Code.