CATHAY GENERAL BANCORP
2005 INCENTIVE PLAN
1. Purposes of the Plan.
The purpose of this Plan is to provide a means by which eligible recipients of options and other Stock
Awards may be given an opportunity to benefit from increases in value of the Common Stock of Cathay General
Bancorp, a Delaware corporation (the “Company”), through the granting of Incentive Stock Options,
Nonstatutory Stock Options, Shares, Stock Units and Stock Appreciation Rights. The Company, by means of
the Plan, seeks to retain the services of the group of persons eligible to receive Stock Awards or Cash Awards,
to attract and retain the services of new members of this group and to provide incentives for such persons to
exert maximum efforts for the success of the Company and its Affiliates.
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, the Code, 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 Company's 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