EAST WEST BANCORP INC (Form: 8-K, Received: 03/09/2005 16:23:10)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

March 9, 2005
Date of Report (date of earliest event reported):

East West Bancorp, Inc.
(Exact name of registrant as specified in its charter)

Commission file number 000-24939

Delaware 95-4703316

(State or Other Jurisdiction of Incorporation or Organization) (IRS Employer Identification Number)

415 Huntington Drive
San Marino, California 91108
(Address of principal executive offices including zip code)

(626) 799-5700
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 1.01: Entry into a Material Definitive Agreement

Item 9.01: Financial Statements and Exhibits

SIGNATURE

Exhibit 10.1 Amended East West Bancorp, Inc. 1998 Stock Incentive Plan

Exhibit 10.2 East West Bancorp, Inc. 1998 Non-Qualified Stock Option Program for Employees and Independent Contractors

Exhibit 10.3 East West Bancorp, Inc. Performance-Based Bonus Plan

Exhibit 10.4 East West Bancorp, Inc. 1999 Spirit of Ownership Restricted Stock Program

Exhibit 10.5 East West Bancorp, Inc. 2003 Directors' Restricted Stock Program

East West Bancorp, Inc.

Current Report of Form 8-K

Item 1.01: Entry into a Material Definitive Agreement

The Company has established various compensation plans for directors and employees. A copy of each plan and related agreements are attached hereto as Exhibit 10.1 to Exhibit 10.5 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(a) Not Applicable

(b) Not Applicable

Exhibit 10.1 Amended East West Bancorp, Inc. 1998 Stock Incentive Plan

Exhibit 10.2 East West Bancorp, Inc. 1998 Non-Qualified Stock Option Program for Employees and Independent Contractors

Exhibit 10.3 East West Bancorp, Inc. Performance-Based Bonus Plan

Exhibit 10.4 East West Bancorp Inc. 1999 Spirit of Ownership Restricted Stock Program

Exhibit 10.5 East West Bancorp, Inc. 2003 Directors' Restricted Stock Program

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 9, 2005

	EAST WEST BANCORP, INC.

	/s/ Julia Gouw
	JULIA GOUW
	Executive Vice President and Chief Financial Officer

Exhibit 10.1

EAST WEST BANCORP, INC.

1998 STOCK INCENTIVE PLAN

(As Amended)

Section 1. PURPOSE OF PLAN

The purpose of this 1998 Stock Incentive Plan ("Plan") of East West Bancorp, Inc., a Delaware corporation (the "Company"), is to enable the Company and its subsidiaries to attract, retain and motivate their employees and consultants by providing for or increasing the proprietary interests of such employees and consultants in the Company, and to enable the Company and its subsidiaries to attract, retain and motivate nonemployee directors and further align their interests with those of the stockholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

Section 2. PERSONS ELIGIBLE UNDER PLAN

Each of the following persons (each, a "Participant") shall be eligible to be considered for the grant of Awards (as hereinafter defined) hereunder: (1) any employee of the Company or any of its subsidiaries, including any director who is also such an employee, (2) any director of the Company or any of its subsidiaries who is not also an employee of the Company or any of its subsidiaries (a "Nonemployee Director") and (3) any consultant of the Company or any of its subsidiaries.

Section 3. AWARDS

(A) The Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of common stock of the Company ("Common Shares") or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any such arrangement is referred to herein as the "grant" of an "Award."

(B) Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative.

(C) Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation, services rendered by the recipient of such Award.

(D) Awards of stock or restricted stock may be granted under this Plan in payment of Bonus Awards under the East West Bancorp, Inc. Performance-Based Bonus Plan upon the satisfaction of performance goals established by the Company's Compensation Committee pursuant to the terms and conditions of such other plan.

(E) Subject to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under this Plan, which terms and conditions may include, among other things:

(i) a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or other property issuable pursuant to such Award, in whole or in part, by any one or more of the following:

(a) the delivery of cash;

(b) the delivery of other property deemed acceptable by the Committee;

(c) the delivery of previously owned shares of capital stock of the Company (including "pyramiding") or other property; or

(d) a reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Award;

(ii) a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence of specified events, including, without limitation, a change of control of the Company (as defined by the Committee), an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 8 hereof; or

(iii) a provision required in order for such Award to qualify as an incentive stock option under Section 422 of the Internal Revenue Code (an "Incentive Stock Option"); provided, however, that no Award issued to any consultant or any Nonemployee Director may qualify as an Incentive Stock Option.

(F) Notwithstanding the foregoing, the Committee shall be subject to the following restrictions in the granting Awards under the Plan:

(i) The exercise price of each stock option will not be less than 100% of the Fair Market Value (as defined below) of a share of common stock as of the Pricing Date (as defined below) (110% of the Fair Market Value of a share of common stock as of the Pricing Date for an incentive stock option optionee who owns more than ten percent of the voting power of all classes of stock of either the Company or any "parent" or "subsidiary" of the Company as defined in Code Section 424). "Fair Market Value" means, as of any date of determination, the most recent closing price per share of the common stock as published in The Wall Street Journal or, if not so published, as otherwise determined by the Committee. "Pricing Date" means the date on which a stock option is granted, however, for non-qualified stock options the Committee may specify as the Pricing Date the date on which the options are approved if individual grants will be made at a later time or the date on which an optionee is hired or promoted (or some similar event).

(ii) Other than for adjustments set forth in Section 8 hereof relating to adjustments due to certain corporate transactions), the exercise price of a stock option may not be changed subsequent to the date of grant of the stock option unless approved by the stockholders of the Company. In addition, a stock option may not be repriced subsequent to its date of grant by canceling or surrendering options and within six months replacing or re-granting stock options to the same optionee at a lower price.

(iii) The term of any stock option or other Award granted under the Plan after July 17, 2002 shall not exceed seven years from the date of grant.

(G) The Committee will have the authority to accelerate the vesting of any Award previously granted under this Plan.

(H) Notwithstanding anything to the contrary contained in this Section 3, neither an Award nor any interest therein may be sold, assigned, transferred, conveyed, gifted, pledged, hypothecated or otherwise transferred in any manner other than by will or the laws of descent and distribution.

(I) All certificates evidencing Awards or Common Shares issued pursuant thereto should bear any legend determined by the Board or the Committee to be necessary or appropriate.

Section 4. STOCK SUBJECT TO PLAN

(A) At any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards (including all Incentive Stock Options) outstanding as of July 17, 2002 and all Awards granted after the date hereof under this Plan shall not exceed 3,500,000, which amount shall be increased as of each January 1 (commencing on January 1, 2004) by an amount equal to two percent (2%) of the shares of Common Stock outstanding on the immediately preceding December 31, provided, however, such increase shall not cause the total of outstanding Awards plus issuable awards to exceed 3,500,000 shares. The maximum number of shares of Awards of restricted stock, performance shares, performance units and grants of stock that may be granted under the Plan after July 17, 2002 shall be 750,000 in aggregate amount, subject to paragraph (B) below. The maximum number of Common Shares with respect to which options or rights may be granted to any person during a calendar year shall be 1,902,000 shares. The foregoing shall all be subject to adjustment as provided in Section 8 hereof.

(B) Shares subject to awards under the Plan which expire, terminate, or are canceled prior to exercise or in the case of awards of restricted stock, do not vest shall thereafter be available for the granting of other awards. The payment of cash dividends and dividend equivalents paid in cash in conjunction with outstanding awards shall not be counted against the shares available for issuance.

Section 5. DURATION OF PLAN

No Awards shall be made under this Plan after June 25, 2008. Although Common Shares may be issued after June 25, 2008 pursuant to Awards made prior to such date, no Common Shares shall be issued under this Plan after June 25, 2015.

Section 6. PERFORMANCE-BASED COMPENSATION

(A) The Committee may, in its sole discretion, make Awards to Participants intended to comply with the "performance-based" compensation requirements of Internal Revenue Code Section 162(m). The granting or vesting of such Awards will be determined based on the attainment of objective written performance goals for a performance period. The performance goal will state, in terms of an objective formula or standard, the method for computing the granting or vesting of the Award if the goal is attained. The performance goals must be established by the Committee in writing no later than 90 days after the commencement of the performance period or, if less, the number of days which is equal to 25% of the relevant performance period. Performance goals will be based on the attainment of one or more performance measures described below. To the degree consistent with Internal Revenue Code Section 162(m), the performance goals may be calculated without regard to extraordinary items. The Committee must certify in writing prior to the payment of performance-based compensation attributable to Awards of Restricted Stock and/or Performance Units that the performance goals applicable to such Awards, as well as any other material terms applicable to such Awards, were satisfied.

(B) The Committee shall establish Company performance goals for the granting or vesting of "performance-based" Awards, which may be a fixed target, a prior year comparison, or a comparison to peer banks selected by the Committee, and which will be based solely upon one or more of the following performance measures: return on stockholder equity; return on assets; ratio of non-performing assets to total assets; earnings per share; deposits; loans; non- interest income; efficiency ratio; and stock price ("Performance Criteria"). Performance measures may relate to the Company and/or one or more of its subsidiaries, one or more of its divisions or units or any combination of the foregoing, on a consolidated or nonconsolidated basis, and may be applied on an absolute basis or be relative to one or more peer group companies or indices, or any combination thereof, all as the Committee determines. For purposes of the Plan, each of the Performance Criteria shall be as set forth in the Company's year-end financial statements and balance sheet, with such adjustments as are set forth below. For purposes of the Plan, each of the above criteria that is based upon income, earnings or profits of the Company, shall be calculated before taking into account any Bonus Award paid or payable under this Plan. In establishing performance criteria for any Plan Year, the Committee may elect to adjust the Performance Criteria to include or exclude changes in accounting principles but may not make other changes to the Performance Criteria.

Section 7. ADMINISTRATION OF PLAN

(A) This Plan shall be administered by a committee (the "Committee") of the Board of Directors of the Company (the "Board") consisting of two or more directors, each of whom is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, and who otherwise comply with the requirements of Rule 16b-3; provided, however, that before the registration of the Common Shares under Section 12 of the Exchange Act, grants of Awards may, in the absence of action of the Committee, be made by the entire Board.

(B) Subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following:

(i) adopt, amend and rescind rules and regulations relating to this Plan;

(ii) determine which persons are Participants and to which of such Participants, if any, Awards shall be granted hereunder;

(iii) grant Awards to Participants and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto;

(iv) determine whether, and the extent to which, adjustments are required pursuant to Section 8 hereof;

(v) interpret and construe this Plan and the terms and conditions of any Award granted hereunder; and

(vi) certify in writing prior to payment of compensation that the performance goals and any other material terms of an Award were in fact satisfied. For this purpose, approved minutes of the Committee meeting in which the certification is made are treated as a written certification.

(C) Unless prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or some of its responsibilities and powers to any one or more of its members. The Committee also may delegate all or some of its responsibilities and powers to any person or persons it selects. The Committee may revoke any such allocation or delegation at any time.

Section 8. ADJUSTMENTS

If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Committee shall make appropriate and proportionate adjustments in (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under this Plan and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under this Plan.

Section 9. AMENDMENT AND TERMINATION OF PLAN

The Board may amend or terminate this Plan at any time and in any manner, provided that no such amendment or termination shall deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto.

Section 10. EFFECTIVE DATE OF PLAN

This Plan shall be effective as of the latter of the date upon which it was approved by the Board of Directors of the Company and the date on which it was approved by the holders of a majority of the voting securities of the Company.

Section 11. GOVERNING LAW

This Plan and any Award granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles

Exhibit 10.2

EAST WEST BANCORP, INC.

1998 NON-QUALIFIED STOCK OPTION PROGRAM

FOR EMPLOYES AND INDEPENDENT CONTRACTORS

This 1998 Non-Qualified Stock Option Program for Employees and Independent Contractors ("Program") sets forth the terms and conditions under which options to purchase shares of common stock of East West Bancorp, Inc., a Delaware corporation (the "Company"), may be granted from time to time to employees and independent contractors of the Company or one or more of its subsidiaries.

WHEREAS, the Board of Directors of the Company adopted the 1998 Stock Incentive Plan (the "1998 Stock Incentive Plan") under which the Board of Directors, or a committee of the Board of Directors of the Company administering the 1998 Stock Incentive Plan (the "Committee"), may from time to time approve the grant to employees, directors and independent contractors of the Company or one or more of its subsidiaries of options to purchase shares of the common stock of the Company (the "Common Stock"); and

WHEREAS, this Program sets forth the terms and conditions of Options (as defined below) granted to employees and independent contractors of the Company or one or more of its subsidiaries ("Participants").

NOW, THEREFORE, this Program is as follows:

1. Grants Of Options; Certain Terms and Conditions . The Company may from time to time grant to Participants, options to purchase shares of Common Stock ("Option Shares"), which grants shall be evidenced by a written certificate of the Company delivered to the Participant setting forth the number of Option Shares granted, the Date of Grant, the Exercise Price per share, the Expiration Date by which the options must be exercised, and the Annual Vesting Rate (the "Options"). Unless indicated otherwise on the certificate delivered to a Participant, Options shall expire at 5:00 p.m., California time, on the Expiration Date indicated on the certificate. On each anniversary of the Date of Grant to a Participant, the Participant's Options that are exercisable to purchase, and that shall become vested, shall be the number of Option Shares (rounded to the nearest whole share) equal to the total number of Option Shares subject to the grant multiplied by the Annual Vesting Rate for the granted Options.

This Program and all Options granted under this Program are subject to all of the terms and conditions of the 1998 Stock Incentive Plan. Options granted under this Program are not intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended.

2. Acceleration and Termination of Options .

(A) Change of Control . A Participant's Options shall become fully vested and exercisable upon the date of a Change of Control (as hereinafter defined), if the date on which the Participant's employment with the Company and all of its subsidiaries terminates (such event shall be referred to as the "Termination of Employment") does not occur before the Change in Control. "Change of Control" shall mean the first to occur of the following events:

(I) any date upon which the directors of the Company who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company;

(II) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 51% or more of the voting power of the Company (a "51% Stockholder"); provided , however , that the terms "person" and "entity," as used in this clause (B), shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was a 51% Stockholder on the date of adoption of the Program by the Board; or

(III) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the purpose of which is (A) to change the Company's domicile solely within the United States or (B) the formation of a holding company in which the shareholders of the holding company after its formation are substantially the same as for the Company prior to the holding company formation), the consummation of which results in the outstanding securities of any class then subject to the Option being exchanged for or converted into cash, property or a different kind of securities.

(B) Termination of Employment .

(I) Retirement . If a Participant's Employment is Terminated by reason of the Participant's retirement in accordance with the Company's then-current retirement policy ("Retirement"), then (A) the portion of the Participant's Options that have not vested on or prior to the date of such Retirement shall terminate on such date and (B) the remaining vested portion of the Options shall terminate upon the earlier of the date three (3) months after the date of such Termination of Employment and the Expiration Date.

(II) Death or Permanent Disability . If a Participant's Employment is Terminated by reason of the death or Permanent Disability (as hereinafter defined) of the Participant, then (A) the portion of the Option that has not vested on or prior to the date of such Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Option shall terminate upon the earlier of the Expiration Date or the first anniversary of the date of such Termination of Employment. "Permanent Disability" shall mean the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. A Participant shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Board in such form and manner, and at such times, as the Board may require. Any determination by the Board that a Participant does or does not have a Permanent Disability shall be final and binding upon the Company and the Participant.

(III) Other Termination . If a Participant's Employment is Terminated for any reason other as set forth in clauses (i) and (ii) above, including termination by voluntary resignation, then (A) the portion of the Participant's Options that have not vested on or prior to the date of Termination of Employment shall terminate on such date and (B) the remaining vested portion of the Options shall terminate upon the earlier of the date three (3) months after the date of such Termination of Employment and the Expiration Date.

(C) Death Following Termination of Employment . Notwithstanding anything to the contrary contained in this Program, if a Participant shall die at any time after the Termination of his or her Employment and prior to the Expiration Date, then the remaining vested portion of that Participant's Options shall terminate on the earlier of the Expiration Date or the first anniversary of the date of such death.

(D) Other Events Causing Acceleration of Option . The Committee, in its sole discretion, may accelerate the exercisability of a Participant's Options at any time and for any reason.

(E) Other Events Causing Termination of Option . Notwithstanding anything to the contrary contained in this Program, a Participant's Options shall terminate upon the consummation of any of the following events, or, if later, the thirtieth day following the first date upon which such event shall have been approved by both the Board and the shareholders of the Company:

(I) the dissolution or liquidation of the Company; or

(II) a sale of substantially all of the property and assets of the Company, unless the terms of such sale shall provide otherwise.

3. Adjustments . In the event that the outstanding securities of the class then subject to Options are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or in the event that substantially all of the property and assets of the Company are sold, then, unless such event shall cause the Options to terminate pursuant to Section 2(d) hereof, the Committee shall make appropriate and proportionate adjustments in the number and type of shares or other securities or cash or other property that may thereafter be acquired upon the exercise of the Options; provided , however , that any such adjustments in the Options shall be made without changing the aggregate Exercise Price of the then unexercised portion of Options granted under this Program.

4. Exercise .

(A) Options of a Participant shall be exercisable during the Participant's lifetime only by the Participant or by his or her guardian or legal representative, and after the Participant's death only by the person or entity entitled to do so under the Participant's last will and testament or applicable intestate law. A Participant's Options may only be exercised by the delivery to the Company of a written notice of such exercise, which notice shall specify the number of Option Shares to be purchased (the "Purchased Shares") and the aggregate Exercise Price for such shares (the "Exercise Notice"), together with payment in full of such aggregate Exercise Price in cash or by check payable to the Company; provided , however , that payment of such aggregate Exercise Price may instead be made, in whole or in part, by the delivery to the Company of a certificate or certificates representing shares of Common Stock, duly endorsed or accompanied by a duly executed stock powers, which delivery effectively transfers to the Company good and valid title to such shares, free and clear of any pledge, commitment, lien, claim or other encumbrance (such shares to be valued on the basis of the aggregate Fair Market Value (as defined below) thereof on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring such shares of Common Stock.

(B) The "Fair Market Value" of a Common Share on any date (the "Determination Date") shall be equal to the closing price per Common Share on the business day immediately preceding the Determination Date, as reported in The Wall Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use, or, if the Common Shares were not quoted by any such organization on such immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares selected by the Board. If Common Shares are not registered on the Determination Date under applicable rules of the Securities and Exchange Commission, the Fair Market Value shall be determined by the Board of Directors upon consultation with an investment banker familiar with the Company and the market for its shares.

5. Payment of Withholding Taxes . If the Company becomes obligated to withhold an amount on account of any tax imposed as a result of the exercise of Options by a Participant, including, without limitation, any federal, state, local or other income tax, or any F.I.C.A., state disability insurance tax or other employment tax, then the Participant shall, on the first day upon which the Company becomes obligated to pay such amount to the appropriate taxing authority, pay such amount to the Company in cash or by check payable to the Company, or by shares of Company stock owned by the Participant or otherwise distributable pursuant to the exercise of the Option (except that, if shares are used to satisfy such withholding obligation, the Company may impose such reasonable restrictions relating to the delivery of the shares as may be necessary to avoid the Company incurring a charge to earnings as a result of such use of shares).

6. Notices . All notices and other communications required or permitted to be given pursuant to this Program shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, to the Company at 415 Huntington Drive, San Marino, California 91108, Attention: Corporate Secretary, or to a Participant at the Participant's work or home address as set forth on the records of the Company.

7. Stock Exchange Requirements; Applicable Laws . Notwithstanding anything to the contrary in this Program, no shares of stock purchased upon exercise of Options, and no certificate representing all or any part of such shares, shall be issued or delivered if (i) such shares have not been admitted to listing upon official notice of issuance on each stock exchange upon which shares of that class are then listed or (ii) in the opinion of counsel to the Company, such issuance or delivery would cause the Company to be in violation of or to incur liability under any federal, state or other securities law, or any requirement of any stock exchange listing agreement to which the Company is a party, or any other requirement of law or of any administrative or regulatory body having jurisdiction over the Company.

8. Nontransferability . Neither Options nor any interest therein may be sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred by a Participant in any manner other than by will or the laws of descent and distribution.

9. Program . Options granted pursuant to this Program are subject to all the terms and conditions of the Program, as the same may be amended from time to time by the Company. The Company shall have the right to amend the Program at any time and in any manner without the consent of or prior notice to Participants; provided , however , that no such amendment shall deprive a Participant, without his or her consent, of Options or of any of a Participant's rights under this Program. The interpretation and construction by the Committee of the 1998 Stock Incentive Plan, this Program, the Options and such rules and regulations as may be adopted by the Committee for the purpose of administering the 1998 Stock Incentive Plan and this Program shall be final and binding upon all Participants. Until a Participant's Options shall have expired, terminated or exercised in full, the Company shall, upon written request therefor, send a copy of the Program, in its then-current form, to the Participant.

10. Shareholder Rights . No person or entity shall be entitled to vote, receive dividends or be deemed for any purpose the holder of any Option Shares until the Options shall have been duly exercised to purchase such Option Shares in accordance with the provisions of this Program.

11. Employment or Contract Rights . No provision of this Program or of the Options granted hereunder shall (i) confer upon a Participant any right to continue in the employ of the Company or any of its subsidiaries or to continue under any employment or other contract that may exist between a Participant and the Company, (ii) affect the right of the Company and each of its subsidiaries to terminate the employment or contract of a Participant, with or without cause, or (iii) confer upon a Participant any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Program.

12. Governing Law . This Program and the Options granted hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles .

Exhibit 10.3

EAST WEST BANCORP, INC.

PERFORMANCE-BASED BONUS PLAN

This Performance-Based Bonus Plan ("Plan") of East West Bancorp, Inc. ("East West") and its subsidiaries (collectively, the "Company") is adopted for the purposes of providing objective compensation programs for executive officers of the Company and its subsidiaries. The Plan is intended to comply with the requirements of Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended ("IRC"), and the related income tax regulations issued thereunder. The Plan is effective January 1, 2003; provided, however, that no Bonus Award (as defined below) shall be paid pursuant to this Plan unless and until the Plan is approved by the Company's shareholders.

1. Eligibility

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Each Executive Officer of the Company is eligible to participate in the Plan if the executive officer's participation for a calendar year (or portion of such calendar year) ("Plan Year") is approved by the Compensation Committee of the Board of Directors of East West ("Committee"). Executive officers so approved by the Committee shall be referred to herein as "Participants".

2. Bonus Award

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2.1 For each Plan Year, each Participant shall be eligible to receive a payment in cash, stock, restricted stock or other incentive stock, or any combination thereof ("Bonus Award"), in accordance with the terms provided herein and any other terms established by the Committee. To determine a Participant's Bonus Award, the Committee shall establish a) Company performance goals for the Plan Year, which may be a fixed target, a prior year comparison, or a comparison to peer banks selected by the Committee, and which will be based solely upon one or more of the following performance measures: return on stockholder equity; return on assets; ratio of non-performing assets to total assets; earnings per share; deposits; loans; non-interest income; and efficiency ratio ("Performance Criteria"), b) a "Bonus Range" for each Participant for the Plan Year, c) the amount within a Participant's Bonus Range that will be payable to a Participant based upon the achievement of the Performance Criteria for the Plan Year, and d) the form of payment, whether in cash, stock, or restricted stock, or a combination thereof, or the manner in which each Participant may select such form of payment. The terms described in the preceding sentence must be established in writing by March 31 of the Plan Year, and such terms shall not thereafter be changed, except as permitted by paragraph 2.2.

2.2 Performance Criteria may relate to the Company and/or one of its subsidiaries, one or more of its divisions or units or any combination of the foregoing, on a consolidated or nonconsolidated basis, as the Committee determines. For purposes of the Plan, each of the Performance Criteria shall be as set forth in the Company's year-end financial statements and balance sheet, with such adjustments as are set forth below. For purposes of the Plan, each of the above criteria that is based upon income, earnings or profits of the Company, shall be calculated before taking into account any Bonus Award paid or payable under this Plan. In establishing performance criteria for any Plan Year, the Committee may elect to adjust the Performance Criteria to include or exclude changes in accounting principles or extraordinary or other non-reoccurring items but may not make other changes to the Performance Criteria.

2.3 By March 31 of each year, the Committee shall assess the extent to which the Company has achieved the Performance Criteria for the preceding Plan Year, based on the Company's results. The Committee shall then determine each Participant's Bonus Award based upon the terms established under paragraph 2.1 above. The Committee, however, has the discretion to reduce the amount of a Participant's Bonus Award determined under the preceding sentence. The Committee's determination shall be consistent with IRC Section 162(m)(4)(C) and the related regulations described above. No Participant shall receive a Bonus Award in excess of $3.0 million for any Plan Year.

2.4 If an executive officer's participation in the Plan becomes effective after January 1 of a Plan Year, the Committee shall establish a prorated Bonus Range for such Participant based on the number of full months remaining in the Plan Year after he or she becomes a Participant. To the extent applicable, the determination of such prorated Bonus Range and the related Performance Criteria shall be consistent with IRC Section 162(m)(4)(C) and the related regulations described above.

2.5 Nothing in this Plan shall be interpreted to preclude the Company from granting awards under, or paying compensation outside the parameters of, this Plan including, without limitation, base salaries, awards under any other incentive plan (whether or not approved by stockholders), discretionary bonuses or other incentive compensation (whether or not based on the attainment of pre- established performance objectives) or retention or other special payments, whether or not deductible for Federal, State or local income tax purposes by reason of Section 162(m) of the Code or otherwise, should the Board or any committee thereof determine that such action is in the best interests of the Company and its stockholders. However, no such payment may substitute or make up for any shortfall or lack of bonus earned under this Plan as a result of Performance Criteria not being met.

3. Payment

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3.1 Except as otherwise determined by the Committee and except with respect to Participants who have filed deferral elections pursuant to paragraph 3.4, all Bonus Awards will be paid in cash, stock, restricted stock, or any combination thereof, as soon as possible following determination of Bonus Awards by the Committee.

3.2 Payment of any Bonus Award that is to be paid in stock, restricted stock or other incentive stock shall be made by grant pursuant to the Eat West Bancorp, Inc. 1998 Stock Incentive Plan.

3.2 No Participant will be eligible to receive a Bonus Award for a Plan Year unless he or she continues to be employed by the Company through February 1 of the following year except for death, disability, retirement after 20 years of service, or termination following a change of control. "Change in Control" shall mean the first to occur of the following events:

(i) any date upon which the directors of the Company who were last nominated by the Board of Directors (the "Board") for election as directors cease to constitute a majority of the directors of the Company;

(ii) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing 25% or more of the voting power of the Company (as a "25% Stockholder"); provided, however, that the terms "person" and "entity," as used in this clause shall not include (1) the Company or any of its subsidiaries, (2) any employee benefit plan of the Company or any of its subsidiaries, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan, (4) any person or entity if the transaction that resulted in such person or entity becoming a 25% Stockholder was approved in advance by the Board or (5) any person or entity who is a 25% Stockholder on the date of adoption of the Plan by the Board; or

(iii) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the sole purpose of which is to change the Company's domicile solely within the United States) the consummation of which results in the Company's outstanding securities of any class being exchanged for or converted into cash, property or a different kind of securities; provided, however, that a Change in Control shall not be deemed to occur if, as a result of such reorganization, merger or consolidation of the Company, the securities of any class then subject to the Option (the "Option Securities") are exchanged for or converted into securities that represent the same beneficial ownership of the Company and possess the same voting, liquidation and other rights to which the Option Securities were entitled immediately prior to such reorganization, merger or consolidation.

3.3 Participants may elect to defer payment of Bonus Awards for any Plan Year in accordance with any deferred compensation plan of the Company that is in effect on the first day of the Plan Year.

4. Amendment

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4.1 The Compensation Committee may amend or terminate the Bonus Plan at any time. No amendment which requires stockholder approval to maintain the Bonus Plan's compliance with Section 162(m) will be effective unless the necessary stockholder approval is received.

Exhibit 10.4

EAST WEST BANCORP, INC.

1999 SPIRIT OF OWNERSHIP RESTRICTED STOCK PROGRAM

This 1999 Spirit of Ownership Restricted Stock Program ("Program") sets forth the terms, conditions and restrictions under which common stock of East West Bancorp, Inc., a Delaware corporation (the "Company"), may be awarded from time to time to Eligible Employees (defined below) of the Company or one or more of its Affiliates (defined below).

WHEREAS, the Board of Directors of the Company adopted the 1998 Stock Incentive Plan (the "1998 Stock Incentive Plan") under which the Board of Directors, or a committee of the Board of Directors of the Company administering the 1998 Stock Incentive Plan (the "Committee"), may from time to time approve the grant to Eligible Employees of the Company or one or more of its Affiliates of awards of common stock, par value $.001 per share, of the Company (the "Common Stock") subject to certain restrictions and other terms and conditions ("Restricted Stock"); and

WHEREAS, this Program sets forth the terms, conditions and restrictions of awards of Restricted Stock which may be granted to Eligible Employees of the Company or one or more of its Affiliates ("Recipients") under this 1999 Spirit of Ownership Restricted Stock Program.

NOW, THEREFORE, this Program is as follows:

1. Restricted Stock Award . The Company intends from time to time to grant to Eligible Employees awards of shares of Restricted Stock (each an "Award") pursuant to The East West Bancorp, Inc. 1998 Stock Incentive Plan, as the same may be amended from time to time (the "Plan"), upon the terms and subject to the conditions and restrictions herein. All capitalized terms not defined herein shall have the meanings given them in the Plan as in effect on the date of any award of Restricted Stock.

2. Eligible Employees . The persons eligible to receive awards of Restricted Stock pursuant to this Program shall be any person who is an employee, director, officer, consultant or advisor of the Company or any of its Affiliates ("Eligible Employees"). With respect to consultants or advisors only, in order to qualify as an Eligible Employee such persons must be natural persons; they must provide bona fide services to the Company or any of its Affiliates; and the services rendered by such persons are not in connection with the offer or sale of Company securities in a capital-raising transaction and such persons do not otherwise directly or indirectly promote or maintain a market for the Company's securities .

3. Restrictions . Awards of Restricted Stock shall be subject to the risk of forfeiture set forth in Section 4 and the restrictions on transfer set forth in Section 5 (collectively the "Restrictions").

4. Forfeiture of Restricted Stock . Except as set forth in Section 6, immediately upon a termination of Recipient's employment with the Company or an Affiliate ("Termination of Employment") prior to the third anniversary of any award of Restricted Stock, whether such termination is with or without cause and whether voluntary or involuntary, the Recipient's rights in any Restricted Stock then subject to Restrictions shall lapse and such Restricted Stock shall be forfeited. For purposes of any Award "Affiliate" shall mean any person that directly or indirectly controls, or is under common control with, or is controlled by such person.

5. Restrictions on Transfer . Except as set forth in Section 6, Restricted Stock and all rights and interests therein may not be transferred by the Recipient for a period of three years ("Restricted Period") other than by will or the laws of descent and distribution, pursuant to a "Permitted Family Transfer", or pursuant to a "qualified domestic relations order" within the meaning of the Internal Revenue Code. During the lifetime of the Recipient, Restricted Stock may only be earned by and issued to the Recipient, his or her Beneficiary, or Permitted Transferee. A "Permitted Family Transfer" means the transfer by gift of any or all shares during Recipient's lifetime to: (a) a trust in which members of Recipient's immediate family (spouse, lineal descendent, including adoptive relationships, or antecedent, step-child, father, mother, brother, sister, in-laws, or a person (other than a tenant or employee of Recipient) sharing the Recipient's household, have more than a fifty percent (50%) beneficial interest; (b) a foundation in which Recipient's immediate family or Recipient controls the management of assets; (c) or any other entity in which members of Recipient's immediate family or Recipient own more than fifty percent (50%) of the voting interests. No non-permitted transferee of a Recipient or beneficiary shall have any right in or claim to any Restricted Stock or other assets of the Plan, nor shall the Company, or any of its Affiliates be subject to any claim for benefits hereunder. All permitted transferees of Restricted Stock or any interest therein will receive and hold such Restricted Stock or interest subject to the provisions of this Program, including the forfeiture provisions.

6. Lapse of Restrictions .

(a) Subject to forfeiture as provided in Section 4 and acceleration as provided in Section 6(b), all Restrictions with respect to any Restricted Stock shall lapse on the third anniversary of the date such Award of Restricted Stock is granted.

(b) All Restrictions with respect to any Restricted Stock shall lapse prior to the third anniversary of the date such Restricted Stock is granted, and shall no longer be subject to forfeiture, upon the earlier of (i) the Recipient's death or Permanent Disability; or (ii) a Change of Control.

"Permanent Disability" means the inability of a Recipient to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months. A Recipient shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require. Any determination by the Company that a Recipient does or does not have a Permanent Disability shall be final and binding.

"Change of Control" means the first to occur of the following events:

(I) any date upon which the directors of the Company who were last nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company;

(II) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing more than 50% of the voting power of the Company (a "Majority Stockholder"); provided , however , that the terms "person" and "entity," as used in this clause (II), shall not include (1) the Company or any of its Affiliates, (2) any employee benefit plan of the Company or any of its Affiliates, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was a Majority Stockholder on the date of adoption of the Program by the Company; or

of the Company owning, directly or indirectly, 50% or less of the voting power of the surviving entity.

(c) Upon the lapse of the Restrictions, the Company shall cause new certificates with respect to such shares of Restricted Stock to be issued and delivered to the Recipient or Recipient's beneficiary, free from the legend provided for in Section 7 and any of the other Restrictions. Notwithstanding the foregoing, no such new certificate shall be delivered to the Recipient or Recipient's beneficiary unless and until the Recipient or Recipient's beneficiary shall have paid to the Company in cash the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of the Recipient resulting from the Award of Restricted Stock or the lapse of the Restrictions.

(d) For vesting purposes, any fractional shares shall be rounded down to the nearest whole number, provided that such fractional shares shall be aggregated and vested on the date when all Restrictions lapse or expire.

(e) The Board of Directors of the Company shall have the authority, in its sole and absolute discretion, to accelerate the time at which any or all Restricted Stock granted under this Program shall vest, or to remove any or all of the Restrictions applicable to such Restricted Stock whenever the Board of Directors may determine that such action is appropriate by reason of changes to applicable tax or other laws, or other changes in circumstances occurring after the commencement of the Restricted Period.

7. Legend; Stop Transfer Order .

(a) Until all Restrictions lapse and new certificates are issued pursuant to Section 6(c), certificates representing shares of Restricted Stock issued pursuant to this Program shall bear the following legend:

"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REACQUISITION BY EAST WEST BANCORP, INC., AND SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO THE PROVISIONS OF THE 1999 SPIRIT OF OWNERSHIP RESTRICTED STOCK PROGRAM."

(b) Recipient agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate "stop transfer" instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

(c) The Company shall not be required (i) to transfer on its books any Restricted Stock that has been sold or otherwise transferred in violation of any of the provisions of this Program or (ii) to treat as the owner of any such Restricted Stock or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Restricted Stock shall have been so transferred.

8. Escrow of Shares . For purposes of facilitating the enforcement of the Restrictions of the Program and each Award the certificate(s) for the Restricted Stock, together with Assignments Separate from Certificate executed by Recipients and Recipients' spouses (if required for transfer), in blank, shall be held by the Secretary of the Company, or the Secretary's designee, in escrow who shall take all such actions and shall effectuate all such transfers and/or releases as are in accordance with the terms of this Program. By accepting an Award Recipients acknowledge that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to making the Award and that said appointment is coupled with an interest and is accordingly irrevocable. By accepting an Award Recipients also agree that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Recipient agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder.

9. Rights as Stockholder . A Recipient shall have all the rights of a stockholder of the Company with respect to the Restricted Stock, subject to the Restrictions and other terms of this Restricted Stock Program, including the right to vote the Restricted Stock and the right to receive all dividends or other distributions paid or made with respect to the Restricted Stock; provided, however, that any additional shares of Restricted Stock to which Recipient shall be entitled as a result of stock dividends, stock splits or any other form of recapitalization in respect of shares of Restricted Stock subject to Restrictions shall also be subject to the Restrictions until the Restrictions on the underlying shares of Restricted Stock lapse or expire.

10. Removal of Legends on Certificates and Return of Stock Powers . When the Company delivers to the Recipient, Beneficiary or Permitted Transferee the certificate in respect of Restricted Stock distributed pursuant to Section 8 above, the Recipient or Beneficiary shall also receive back the related stock power held by the Company pursuant to Section 8 above. The distributed shares of Restricted Stock shall be free of the Restrictions and such certificate shall not bear the legend provided for in Section 7 above.

11. Adjustments for Capital Changes . In the event of any change in the outstanding shares of the Company Stock resulting from any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar capital adjustment, or other increase or decrease in such shares without receipt or payment of consideration, the Board of Directors may adjust any Restricted Stock Award in accordance with Section 7 of the Plan.

12. Program and Program Interpretations as Controlling . Restricted Stock awarded pursuant to this Program is subject to all the terms and conditions of the Program, as the same may be amended from time to time by the Company. The Company shall have the right to amend the Program at any time and in any manner without the consent of or prior notice to Recipients; provided , however , that no such amendment shall deprive a Recipient, without his or her consent, of any of a Recipient's rights under this Program. The interpretation and construction by the Board of Directors of the 1998 Stock Incentive Plan, this Program, the Restricted Stock and such rules and regulations as may be adopted by the Committee for the purpose of administering the 1998 Stock Incentive Plan and this Program shall be final and binding upon all Recipients.

13. No Employment or Contract Rights . No provision of this Program or of any Restricted Stock awarded hereunder shall (i) confer upon a Recipient any right to continue in the employ of the Company or any of its Affiliates or to continue under any employment or other contract that may exist between a Recipient and the Company or any Affiliate, (ii) affect the right of the Company and each of its Affiliates to terminate the employment or contract of a Recipient, with or without cause, or (iii) confer upon a Recipient any right to participate in any employee welfare or benefit plan or other program of the Company or any of its subsidiaries other than the Program.

14. Code Section 83(b) Election . Each Recipient of an Award, by accepting Restricted Stock, agrees to notify the Company in the event Recipient makes an election under Section 83(b) of the Internal Revenue Code (or any successor provision) or corresponding provisions of state or local tax laws with respect to any award of Restricted Stock. In that event, any required withholding and/or employment tax payments as a result of such election shall thereupon be made. Such withholding may be from the Recipient's compensation from the Company, or an Affiliate, from cash supplied by the Recipient, or (to the extent permitted by law) Restricted Stock otherwise issuable to the Recipient.

15. Securities Laws . The issuance of Restricted Stock shall be subject to any federal or state securities law restrictions, as the Board of Directors is advised by its counsel.

16. Governing Law . This Program shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles.

17. Notices . All notices and other communications required or permitted to be given pursuant to this Program shall be in writing and shall be deemed given if delivered personally or five days after mailing by certified or registered mail, postage prepaid, return receipt requested, to the Company at 415 Huntington Drive, San Marino, California 91108, Attention: Corporate Secretary, or to a Recipient at the Recipient's work or home address as set forth on the records of the Company.

18. Separate Advice and Representation . The Company and its Affiliates are not providing any Recipient with advice, warranties, or representations regarding any of the legal, tax or business effects to Recipient with respect to the Program or any Award of Restricted Stock. Each Recipient is encouraged to seek legal, tax and business advice from Recipient's own legal, tax and business advisers as soon as possible.

Exhibit 10.5

EAST WEST BANCORP, INC.

2003 DIRECTORS' RESTRICTED STOCK PROGRAM

This 2003 Directors' Restricted Stock Program ("Program") sets forth the terms, conditions and restrictions under which common stock of East West Bancorp, Inc., a Delaware corporation (the "Company"), may be awarded from time to time to members of the Board of Directors of the Company or one or more of its Affiliates (defined below).

WHEREAS, the Board of Directors of the Company adopted the 1998 Stock Incentive Plan (the "1998 Stock Incentive Plan") under which the Board of Directors, or a committee of the Board of Directors of the Company administering the 1998 Stock Incentive Plan (the "Committee"), may from time to time approve the grant to Directors of the Company or one or more of its Affiliates of awards of common stock, par value $.001 per share, of the Company (the "Common Stock") subject to certain restrictions and other terms and conditions ("Restricted Stock"); and

WHEREAS, this Program sets forth the terms, conditions and restrictions of awards of Restricted Stock which may be granted to Directors of the Company or one or more of its Affiliates ("Recipients") under this 2003 Directors' Restricted Stock Program.

NOW, THEREFORE, this Program is as follows:

1. Restricted Stock Award . The Company intends from time to time to grant to Directors awards of shares of Restricted Stock (each an "Award") pursuant to The East West Bancorp, Inc. 1998 Stock Incentive Plan, as the same may be amended from time to time (the "Plan"), upon the terms and subject to the conditions and restrictions herein. All capitalized terms not defined herein shall have the meanings given them in the Plan as in effect on the date of any award of Restricted Stock.

2. Directors . The persons eligible to receive awards of Restricted Stock pursuant to this Program shall be any person who is a non-employee director of the Company or any of its Affiliates ("Directors").

4. Forfeiture of Restricted Stock . Except as set forth in Section 6, immediately upon a termination of Recipient's membership on the Board of Directors of the Company or an Affiliate ("Termination of Membership") prior to the third anniversary of any award of Restricted Stock, whether such termination is with or without cause and whether voluntary or involuntary, the Recipient's rights in any Restricted Stock then subject to Restrictions shall lapse and such Restricted Stock shall be forfeited. For purposes of any Award "Affiliate" shall mean any person that directly or indirectly controls, or is under common control with, or is controlled by such person.

6. Lapse of Restrictions .

"Change of Control" means the first to occur of the following events:

(I) any date upon which the directors of the Company who were last nominated by the Board of Directors for election as directors cease to constitute a majority of the directors of the Company;

(II) the date of the first public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such person or entity, shall have become the Beneficial Owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company representing more than 50% of the voting power of the Company (a "Majority Stockholder"); provided , however , that the terms "person" and "entity," as used in this clause (II), shall not include (1) the Company or any of its Affiliates, (2) any employee benefit plan of the Company or any of its Affiliates, (3) any entity holding voting securities of the Company for or pursuant to the terms of any such plan or (4) any person or entity who was a Majority Stockholder on the date of adoption of the Program by the Company; or

(III) a reorganization, merger or consolidation of the Company (other than a reorganization, merger or consolidation the purpose of which is (A) to change the Company's domicile solely within the United States or (B) the formation of a holding company in which the shareholders of the holding company after its formation are substantially the same as for the Company prior to the holding company formation), the consummation of which results in the stockholders of the Company owning, directly or indirectly, 50% or less of the voting power of the surviving entity.

(c) Upon the lapse of the Restrictions, the Company shall cause new certificates with respect to such shares of Restricted Stock to be issued and delivered to the Recipient or Recipient's beneficiary, free from the legend provided for in Section 7 and any of the other Restrictions. Notwithstanding the foregoing, no such new certificate shall be delivered to the Recipient or Recipient's beneficiary unless and until the Recipient or Recipient's beneficiary shall have paid to the Company in cash the full amount of any federal and state withholding or other employment taxes applicable to the taxable income of the Recipient resulting from the Award of Restricted Stock or the lapse of the Restrictions.

7. Legend; Stop Transfer Order .

8. Escrow of Shares . For purposes of facilitating the enforcement of the Restrictions of the Program and each Award the certificate(s) for the Restricted Stock shall be held by the Secretary of the Company, or the Secretary's designee, in escrow who shall take all such actions and shall effectuate all such transfers and/or releases as are in accordance with the terms of this Program. By accepting an Award Recipients acknowledge that the Secretary of the Company, or the Secretary's designee, is so appointed as the escrow holder with the foregoing authorities as a material inducement to making the Award and that said appointment is coupled with an interest and is accordingly irrevocable. By accepting an Award Recipients also agree that said escrow holder shall not be liable to any party hereof (or to any other party). The escrow holder may rely upon any letter, notice or other document executed by any signature purported to be genuine and may resign at any time. Recipient agrees that if the Secretary of the Company, or the Secretary's designee, resigns as escrow holder for any or no reason, the Board of Directors of the Company shall have the power to appoint a successor to serve as escrow holder.

13. No Contract Rights . No provision of this Program or of any Restricted Stock awarded hereunder shall confer upon a Recipient any right to continue as a director of the Company or any of its Affiliates or to continue under any other contract that may exist between a Recipient and the Company or any Affiliate.

14. Code Section 83(b) Election . Each Recipient of an Award, by accepting Restricted Stock, agrees to notify the Company in the event Recipient makes an election under Section 83(b) of the Internal Revenue Code (or any successor provision) or corresponding provisions of state or local tax laws with respect to any award of Restricted Stock. In that event, any required withholding and/or employment tax payments as a result of such election shall thereupon be made , such withholding may be from the Recipient's compensation from the Company, or an Affiliate, from cash supplied by the Recipient, or (to the extent permitted by law) Restricted Stock otherwise issuable to the Recipient.

15. Securities Laws . The issuance of Restricted Stock shall be subject to any federal or state securities law restrictions, as the Board of Directors is advised by its counsel.

16. Governing Law . This Program shall be governed by and construed and enforced in accordance with the laws of the State of California without reference to choice or conflict of law principles.

Delaware	95-4703316
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)