EMPLOYMENT AGREEMENT Joanne Kim
Xxxxxx
Xxx
THIS
EMPLOYMENT AGREEMENT is made effective April 1, 2008 by and between Wilshire
Bancorp, Inc. and Wilshire State Bank (hereinafter collectively sometimes
referred to as the "Bank"), and Xxxxxx Xxx (hereinafter sometimes referred
to as
"Xxx"), as follows:
1. Employment.
Bank
hereby agrees to employ Xxx as President and Chief Executive Officer, and Xxx
accepts said employment, upon the terms and conditions hereinafter set
forth.
2.
Duties.
Xxx
shall perform her duties of President and Chief Executive Officer of the Bank,
subject to the powers by law vested in the Board of Directors of the Bank and
in
the Bank's shareholders. During the term of this Employment Agreement, Xxx
shall
perform her duties faithfully, diligently and to the best of her ability,
consistent with the highest and best standards of the banking industry and
in
compliance with all applicable laws and the Bank's Articles
of Incorporation and Bylaws. Xxx shall devote her full time and efforts to
this
position.
3.
Term.
The term
of this Agreement shall be three (3) years from its effective date, but the
Bank
shall have the right to terminate the Agreement at any time in accordance with
the terms and conditions of Paragraphs 9 or 10 herein.
4.
Salary
and Bonus.
During
the term of this Agreement, Xxx shall be compensated as follows: for the first
year, Xxx shall be compensated and receive an annual salary of Two Hundred
Sixty
Thousand ($260,000) payable in twelve (12) equal monthly installments. For
the
second year, Xxx shall be compensated and receive an annual salary of Two
Hundred Seventy Thousand Dollars ($270,000) payable in twelve (12) monthly
installments. For the third year, Xxx shall be compensated and receive an annual
salary of Two Hundred Eighty Thousand Dollars ($280,000) payable in twelve
(12)
monthly installments. This shall be the “basic compensation” for performing her
duties as President and Chief Executive Officer of the Bank. In addition to
the
basic compensation, the Bank agrees to pay Xxx an incentive bonus based upon
the
Bank exceeding its operational and financial goals. The Bank must exceed the
Bank’s pre-tax earnings for the previous year for this bonus component to be
paid. The incentive bonus shall be equal to four (4) percent of the net
difference of the Bank’s pre-tax earnings for that year in excess of the Bank’s
pre-tax earnings for the previous year; provided, however, that in no event
shall such bonus be more than 100% of the amount of her annual base salary.
5.
Stock
Options.
Pursuant
to and subject to the terms of the Bank's Stock Option Plan, the Bank shall
xxxxx Xxx an additional fifty thousand (50,000) shares of the Bank's common
stock (Stock Option) in consideration of Kim's agreement to this extension
of
her Employment Agreement. Should Xxx be terminated without cause, the Stock
Option shall expire no later than thirty (30) days after such termination.
Should Xxx be terminated for cause, the Stock Option shall expire immediately.
The Stock Option will be subject to all of the terms and provisions of the
Bank
Stock Option Plan and the form of Stock Option Agreement to be executed by
the
Bank and Xxx.
6.
Expenses.
Xxx
shall be entitled to reimbursement by Bank for any business expenses which
are
reasonably and necessarily incurred in the performance of her duties on behalf
of Bank, including an automobile allowance in the amount of $1,500 per month,
during the term of this Agreement, and which the Board of Directors of the
Bank
deems are satisfactorily documented.
7.
Vacation.
Xxx
shall be entitled to four (4) weeks paid vacation during each year of the term
of this Agreement. Xxx shall take at least two (2) consecutive weeks vacation
during each year of her employment by Bank.
8.
Insurance
Benefits.
Bank
shall provide for Xxx and Xxx’x dependent children, where appropriate, at the
Bank's expense, participation in the Bank's standard group health insurance
program.
9.
Termination.
The Bank
may terminate the employment of Xxx at any time during this Agreement by a
simple majority vote of the Board of Directors, exclusive of the vote of Xxx
in
the event she is a Director, and said termination may be for cause or without
cause for any reason whatsoever; the effective date of termination in such
event
shall be determined by the Board. If the employment of Xxx is terminated without
cause hereunder, basic compensation under Paragraph 4 of this Agreement (but
not
including any bonus) shall continue for the lesser of six (6)
months
or
for the duration of the term remaining under this Agreement, at the rate in
effect at the time of termination. In no event will she be entitled to more
than
six (6) months worth of basic compensation. In the event Xxx is terminated
for
cause, Xxx shall be entitled to no further compensation of any sort, excepting
only for basic compensation and expenses earned prior to such termination.
Termination for cause shall include termination for malfeasance or gross
misfeasance in the performance of duties or conviction of illegal activity
in
connection therewith, or any conduct that could be detrimental to the interests
of the Bank or associated corporations and in any event, the determination
of
the Board of Directors with respect thereto shall be final and
conclusive.
10.
Action
by Supervisory Authority.
If Bank
is ordered to remove Xxx or Bank is closed or taken over by the California
Department of Financial Institution, the Federal Reserve, the Federal Deposit
Insurance Corporation, or other supervisory authority, such bank supervisory
authority may immediately terminate this Agreement without further liability,
compensation or obligation to Xxx.
11.
Arbitration.
Any
controversy or claim arising out of, or relating to this Agreement or the breach
thereof, shall be settled by arbitration in the City of Los Angeles, State
of
California, in accordance with the rules of the American Arbitration
Association, and a judgment upon the award rendered may be entered in any court
having jurisdiction thereof.
12.
Notices.
Any
notice required or permitted to be given hereunder shall be in writing and
delivered by ordinary mail or served personally, addressed to Bank or Xxx,
as
the case may be, at the address set forth after their signatures below or as
may
be changed from time to time by notice given to the other party.
13.
Partial
Invalidity.
If any
provision of this Agreement is held by a court of competent jurisdiction, or
by
arbitration, to be invalid, void or unenforceable, the remaining provisions
shall nevertheless continue in full force without being impaired or invalidated
in any way.
14.
Miscellaneous.
It is
hereby agreed that Kim's rights and obligations under this Agreement are
personal and not assignable. This Agreement contains the entire Agreement and
understanding of the parties to it and shall be binding on and inure to the
benefit of the heirs, personal representatives, successors, beneficiaries and
assigns of the parties, subject, however, to the restrictions on assignment
contained herein. This Agreement is drawn to be effective in the State of
California and shall be construed in accordance with California law. No
amendment or variation of the terms of this Agreement shall be valid unless
made
in writing and executed by Xxx and a duly authorized representative of the
Bank.
15.
Enforcement.
Both Xxx
and Bank acknowledge they have had the opportunity to consult with legal counsel
regarding the terms and provisions of this Agreement. If arbitration or legal
action is employed to enforce any of the provisions hereof, the parties hereto
agree that the prevailing party shall be entitled to recover all reasonable
costs and attorneys' fees.
16. This
Agreement constitutes the only Agreement between the parties with respect to
Kim’s employment by the Bank, and it supersedes any and all written or oral
understanding.
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement on March,
25, 2008.
WILSHIRE
BANCORP, INC.
WILSHIRE
STATE BANK
| By: | /s/ Xxxxxx Xxx | /s/ Xxxxxx Xxx | ||
|
Xxxxxx Xxx |
Xxxxxx Xxx |
|||
| Chairman of the Board |
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Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX
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