Exhibit 10.2




 


 





Cathay Bank


 


Bonus Deferral Agreement


 


This Bonus Deferral Agreement ("Agreement"),
effective as of March 13, 2014, between Dunson K. Cheng, Chairman, President, and 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 of payment of $300,000, the Executive's incentive bonus for
the fourth quarter of 2013 ("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 March 28, 2014, at 5.02%
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. Beginning on
the fifth anniversary of the Agreement, the interest rate shall be adjusted to 350 basis points over the then prevailing interest
rate on a five-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 with 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 the 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.


    


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
	 	 	 
	 	/s/ Dunson K. Cheng
	 	Dunson K. Cheng, Chairman, President, and CEO
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	CATHAY GENERAL BANCORP
	 	 	 
	 	By:	/s/ Peter Wu
	 	 	Peter Wu, Executive Vice Chairman and COO
	 	 	 
	 	By:	/s/ Heng W. Chen
	 	 	Heng W. Chen, EVP & CFO
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	CATHAY BANK
	 	 	 
	 	By:	/s/ Peter Wu
	 	 	Peter Wu, Executive Vice Chairman and COO
	 	 	 
	 	By:	/s/ Heng W. Chen
	 	 	Heng W. Chen, EVP & CFO