EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of May 1 , 2002 by
and between Hanmi Bank, a California banking corporation, located at 0000
Xxxxxxxx Xxxx., XX-X, Xxx Xxxxxxx, XX 00000 ("Bank") and Hanmi Financial
Corporation, a Delaware corporation ("Hanmi Financial"), on the one hand, and
Chung Hoon Youk, an individual ("Employee"), on the other hand.
WITNESSETH:
WHEREAS, Employee presently serves as the President and Chief Executive Officer
of both the Bank and Financial Corporation;
WHEREAS, the Bank and Hanmi Financial Corporation desire to continue to retain
the services of Employee as President and Chief Executive Officer and Employee
desires to continue to render services to the Bank and to Hanmi Financial as
President and Chief Executive Officer;
WHEREAS, the Bank, Hanmi Financial and Employee desire to set forth in this
Agreement the terms and conditions of Employee's employment as President and
Chief Executive Officer upon expiration of Employee's original Employment
Agreement, which term will expire on October 31, 2002;
WHEREAS, although Employee presently serves as and will continue to serve as the
President and Chief Executive Officer of the Bank and Hanmi Financial, all of
the compensation and employee benefits granted to Employee in this Agreement
shall be the sole responsibility of the Bank, except for the stock option grant
to Employee as outlined in Paragraph 4c, which shall be a grant of Hanmi
Financial Corporation stock;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1. Term.
Bank and Hanmi Financial Corporation agree to employ Employee and Employee
agrees to serve Bank and Hanmi Financial Corporation as President and Chief
Executive Officer, in accordance with the terms of this Agreement, for a
term of three (3) years, commencing November 1, 2002 and ending October 31,
2005, unless this Agreement is earlier terminated in accordance with the
provisions of Paragraph 6, below.
2. Services and Exclusivity of Services.
So long as this Agreement shall continue in effect, Employee shall devote
his full business time, energy and ability exclusively to the business,
affairs and interests of Bank and Hanmi Financial Corporation and their
subsidiaries and matters related thereto, shall use Employee's best efforts
and abilities to promote the Bank's and Hanmi Financial Corporation's
interests, and shall perform the services contemplated by this Agreement in
accordance with policies established by and under the direction of the Board
of Directors of the Bank and Hanmi Financial ("Board"). Employee agrees to
faithfully and diligently promote the business, affairs and interests of
Bank and Hanmi Financial Corporation.
Without the prior express written authorization of the Board, Employee shall
not, directly or indirectly, during the term of this Agreement: (a) render
services to any other person or firm for compensation or (b) engage in any
activity competitive with or adverse to the Bank's or Hanmi Financial
Corporation's business, whether alone, as a partner, or as an officer,
director, employee, consultant or significant investor of or in any other
entity. (An investment of greater than 1% of the outstanding capital or
equity securities of an entity shall be deemed significant for these
purposes.)
3. Specific Position; Duties and Responsibilities.
The Bank, Hanmi Financial Corporation and Employee agree that, subject to
the provisions of this Agreement, the Bank will employ Employee and Employee
will serve Bank and Hanmi Financial Corporation as the President and Chief
Executive Officer for the duration of this Agreement. Employee agrees to
observe and comply with the rules and regulations of Bank and Hanmi
Financial Corporation respecting the performance of Employee's duties and
agrees to carry out and perform orders, directions and
policies of
Bank and Hanmi Financial Corporation and its Board as they may be, from time
to time, stated either orally or in writing. Employee shall have such
corporate power and authority as shall reasonably be required to enable the
discharge of duties as President and Chief Executive Officer of Bank and
Hanmi Financial Corporation.
For the term of this Agreement, Employee shall report to the Board.
4. Compensation.
a) Base and Incentive Compensation
During the term of this Agreement, beginning November 1, 2002, Bank (and not
Hanmi Financial Corporation) agrees to pay Employee a base salary (the "Base
Salary") at the annual rate of $250,000.00, less withholdings for his
services as President and Chief Executive Officer of the Bank and Hanmi
Financial Corporation. If employed in the second and third years under this
Agreement, Bank (and not Hanmi Financial Corporation) will provide Employee
with a cost-of-living increase in an amount not to exceed five (5%) percent
of Employee's previous year's base salary in each of the second and third
years of employment. Employee shall not be entitled to or receive a
director's fee for his services on the Board during the term of his
employment at Bank.
b) Bonus
After commencement of the term of this Agreement on November 1, 2002,
Employee shall be eligible for a bonus at the end of each fiscal year of
employment in the amount of four percent (4%) of the amount of Bank's (and
not Hanmi Financial Corporation's) pre-tax profits which exceed twenty
percent (20%) of the primary capital of that year. In no event shall
Employee's bonus exceed seventy-five percent (75%) of Employee's annual Base
Salary in the year in which he is eligible for a bonus. There shall be no
other bonuses. If Employee is employed less than a full fiscal year, the
bonus will be paid to Employee on a pro-rata basis for that portion of the
fiscal year in which Employee was employed as Chief Executive Officer but
such bonus shall not be paid out until January of the year following
Employee's termination. It is the obligation of the Bank, and not Hanmi
Financial Corporation, to pay any bonus owed to Employee pursuant to this
Paragraph.
Pre-Tax Profit Determination
The computation of Bank's pre-tax profit shall be determined by Bank's
outside auditors and certified public accountants as approved by the Board.
The computation of Bank's pre-tax profit shall be conclusive and binding on
Bank and Employee. In the event of a dispute under this Section, the sole
determination by the arbitrator shall be whether the pre-tax profit was
determined in conformity with this paragraph -- i.e., whether the pre-tax
profit was determined by Bank's outside auditors and certified public
accountants, and was approved by the Board.
c) Stock Options
Pursuant to and subject to the terms of Financial Corporation's Stock Option
Plan, for the term of this Agreement, Hanmi Financial Corporation (and not
the Bank) will grant Employee a stock option consisting of a maximum total
of forty thousand (40,000) shares of Financial Corporation's common stock at
the market price at the time of grant. The option will vest as follows over
the three year term of this Agreement: 13,334 shares on November 1, 2002,
and 13,333 shares on November 1, 2003 and November 1, 2004 respectively, and
shall be exercisable at the time of each grant. Any such option will be
subject to all of the terms and provisions of Hanmi Financial Corporation's
Stock Option Plan and the form of Stock Option Agreement to be executed by
Hanmi Financial Corporation and Employee, which Stock Option Plan and Stock
Option Agreement are incorporated in full into this Agreement. Should
Employee be terminated without cause, this option shall expire no later than
thirty (30) days after such termination. Should Employee be terminated for
cause, this option shall expire immediately. Reference should be made to
Hanmi Financial Corporation's Stock Option Plan and form of Stock Option
Agreement for full and complete terms and conditions governing stock option
to be granted.
5. Perquisites
a) Automobile Allowance and Insurance
Bank (and not Hanmi Financial Corporation) will provide Employee with a
suitable automobile for his use in the performance of his duties and shall
pay all reasonable costs and expenses of maintaining and operating said
automobile, including automobile
liability insurance. Upon the termination of Employee's employment as
President and Chief Executive Officer of the Bank and Hanmi Financial
Corporation, Employee shall return the automobile in good working condition,
less normal wear and tear for reasonable usage of the automobile.
b) Vacation
Employee shall accrue 15 days of paid vacation annually from the Bank (and
not Hanmi Financial Corporation) in exchange for his services hereunder as
President and Chief Executive Officer of the Bank and Hanmi Financial
Corporation. Employee shall take at least two consecutive weeks vacation
during each year of his employment by the Bank. Employee shall accrue a
maximum of 22 & 1/2 days of vacation. Once Employee accrues 22 & 1/2 days of
vacation, Employee shall cease accruing any additional vacation until
Employee's vacation accrual falls below 22 & 1/2 days.
c) Insurance Benefits
Bank (and not Hanmi Financial Corporation) shall provide Employee and
Employee's spouse and dependent children, where applicable, at Bank's
expense, participation in accident and health insurance at no cost to
Employee, and term life insurance benefits for Employee to the maximum
benefits available under Bank's Group Insurance program, except that term
life insurance shall not be in excess of $150,000 for Employee.
d) Professional Society Membership
Bank (and not Hanmi Financial Corporation) agrees to reimburse Employee for
professional society memberships which are related to and enhance Employee's
employment hereunder.
e) Continuing Education
Bank (and not Hanmi Financial Corporation) agrees to reimburse Employee for
continuing education which are related to and enhance Employee's employment
hereunder.
f) Country Club Membership
Bank (and not Hanmi Financial Corporation) agrees to reimburse Employee for
reasonable initiation fees and monthly dues related to a country club
membership during Employee's employment hereunder. The country club must be
located in Los Angeles County or Orange County.
6. Termination.
The compensation and other benefits and perquisites provided to Employee
pursuant to this Agreement, and the employment of Employee as the President
and Chief Executive Officer of the Bank and Hanmi Financial Corporation,
shall be terminated prior to expiration of the term of this Agreement as
provided in this Section:
a) Disability.
In the event that Employee shall fail, because of illness, incapacity or
injury which is determined to be total and permanent by a physician selected
by the Bank or its insurers and acceptable to Employee or Employee's legal
representative (such agreement as to acceptability not to be withheld
unreasonably) to render for three consecutive months or shorter periods
aggregating 60 or more business days in any twelve (12)-month period, the
services contemplated by this Agreement, Employee's employment hereunder may
be terminated, as allowed by law.
b) Death.
In the event of Employee's death during the term of this Agreement,
Employee's Base Salary and any other right or benefit shall terminate.
c) Action by Supervisory Authority.
If Bank or Hanmi Financial Corporation is ordered to remove, suspend, or
take any other action against Employee (by an order issued under Section
8(e)(4) or (g)(1) of the Federal Deposit Insurance Act [12 U.S.C. 1818(e)(3)
or (e)(4) or (g)(1)]), or Bank
(or Hanmi Financial Corporation) is closed or in default (as defined in
Section 3(x)(1) of the Federal Deposit Insurance Act [12 U.S.C. 1813(x)(1)])
or Bank or Hanmi Financial Corporation is taken over by the California State
Department of Financial Institutions, the Federal Reserve, or the Federal
Deposit Insurance Corporation, Bank or Hanmi Financial Corporation may
immediately terminate this Agreement without further liability, compensation
or obligation to Employee, except that Employee shall be entitled to his
rights, if any, under Paragraph 4(c) hereof and the Stock Option Plan
referred to therein.
d) For Cause
Employee's employment hereunder shall be terminated and all of his rights to
receive Base Salary, Bonus or Stock Options under Paragraph 4 of the
Agreement or any other benefit or perquisite provided to Employee under this
Agreement except the payment of accrued but unused vacation, shall terminate
upon a good faith determination by the Board that Employee is or has been
personally dishonest, incompetent, or is engaging or has engaged in willful
or negligent misconduct.
e) Without Cause
Notwithstanding any other provision in this Agreement to the contrary, the
parties agree that either the Employee or the Bank (or Hanmi Financial
Corporation) may terminate this Agreement, including any extensions thereto,
without cause at any time.
i. If Bank (or Hanmi Financial Corporation) terminates this Agreement
without cause, upon such termination and upon Employee's execution
of a general release agreement, the Bank (and not Hanmi Financial
Corporation) shall pay Employee his Base Salary, excluding any
bonuses, for a period of six (6) months or for the remaining
duration of the term of this Agreement, whichever is lesser. In no
event will Employee be entitled to more than six months of his base
salary upon termination. During this six-month period or the
remainder of the term of the Agreement, whichever is less, Employee
shall not be entitled to any other benefits or perquisites provided
by this Agreement.
ii. If the Bank (or Hanmi Financial Corporation) terminates this
Agreement without cause, Employee shall also be entitled to all of
his accrued but unused vacation leave at his then current daily
salary rate.
iii. If Employee terminates this Agreement without cause, Employee's base
salary, bonus and all other benefits or perquisites provided by this
Agreement shall immediately terminate on the date Employee
terminates this Agreement.
7. Business Expenses
During the term of this Agreement, to the extent that such expenditures
satisfy the criteria under the Internal Revenue Code for deductibility by
Bank (whether or not fully deductible by the Bank) for Federal income tax
purposes as ordinary and necessary business expenses, Bank (and not Hanmi
Financial Corporation) shall reimburse Employee promptly for reasonable
business expenditures, including travel, entertainment, parking, business
meetings, and professional dues and dues associated with maintaining club
memberships, so long as such expenses are properly documented by Employee to
the satisfaction of Bank and Board.
8. Miscellaneous.
a) Succession; Survival.
This Agreement shall inure to the benefit of and shall be binding upon Bank,
its successors and assigns, but without the prior written consent of
Employee this Agreement may not be assigned other than in connection with a
merger or sale of substantially all the assets of Bank or a similar
transaction in which the successor or assignee assumes (whether by operation
of law or express assumption) all obligations of Bank hereunder. The
obligations and duties of Employee hereunder are personal and otherwise not
assignable. Employee's obligations and representatives under this Agreement
will survive the termination of Employee's employment, regardless of the
manner of such termination.
9. Incorporation by Reference of Employee Handbook Policies and Stock Option
Plan
This Agreement incorporates by reference all policies of Bank (and Hanmi
Financial Corporation) contained in its Employee Handbook. Employee has
acknowledged in writing the receipt of a copy of the Employee Handbook and
agrees to comply with all such policies. To the extent that the terms of the
Employee Handbook contradict or conflict with the terms of the Agreement,
the terms of this Agreement shall prevail. This Agreement incorporates by
reference the Stock Option Plan.
10. Entire Agreement: Amendments
This Agreement, along with any documents incorporated herein by reference,
contains the entire agreement of the parties relating to the subject matter
hereof and it supersedes any prior agreements, undertakings, commitments and
practices relating to Employee's employment as President and Chief Executive
Officer of the Bank and Hanmi Financial Corporation. No amendment or
modification of the terms of this Agreement shall be valid unless made in
writing and signed by Employee and by Bank and Hanmi Financial Corporation.
11. Waiver
No failure on the part of any party to exercise or delay in exercising any
right hereunder shall be deemed a waiver thereof or of any other right, nor
shall any single or partial exercise preclude any further or other exercise
of such right or any other right.
12. Choice of Law
This Agreement, the legal relations between the parties and any action,
whether contractual or non-contractual, instituted by any party with respect
to matters arising under or growing out of or in connection with or in
respect of this Agreement, the relationship of the parties as employer and
employee or the subject matter hereof shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts
made and performed in such State and without regard to conflicts of law
doctrines, to the extent permitted by law.
13. Attorneys' Fees
If any dispute shall occur between Employee and the Bank or Hanmi Financial
Corporation which arises out of an alleged breach of this Agreement or which
seeks an interpretation of this Agreement, the prevailing party in any such
dispute shall be entitled to recover all costs and expenses associated with
such dispute, including reasonable attorneys' fees and costs.
14. Confidentiality; Proprietary Information
Employee agrees to not make use of, divulge or otherwise disclose, directly
or indirectly any trade secret or other confidential or proprietary
information concerning the business (including but not limited to its
products, employees, services, practices or policies) of Bank, Hanmi
Financial Corporation or any of their affiliates of which Employee may learn
or be aware as a result of Employee's employment during the Term of this
Agreement except to the extent such use or disclosure is (i) necessary to
the performance of this Agreement and in furtherance of Bank's and Hanmi
Financial Corporation's best interests, or (ii) required by applicable law.
The provisions of this Paragraph 14 shall survive the expiration, suspension
or termination, for any reason, of this Agreement.
15. Trade Secrets
Employee, prior to and during the term of employment, has had and will have
access to and become acquainted with various trade secrets including, but
not limited to, software, plans, formulas, patterns, devices, secret
inventions, processes, customer lists, employee information, contracts, and
compilations of information, records and specifications, which are owned by
Bank and/or Hanmi Financial Corporation and regularly used in the operation
of their respective businesses and which may give Bank and/or Hanmi
Financial Corporation an opportunity to obtain an advantage over
competitors, who do not know or use such trade secrets. Employee agrees and
acknowledges that Employee has been granted access to these valuable trade
secrets only by virtue of the confidential relationship created by
Employee's employment. Employee shall not disclose any of the aforesaid
trade secrets, directly or indirectly, or use them in any way, either during
the term of this Agreement or at any time thereafter, except as required in
the course of employment as the President and Chief Executive Officer of the
Bank and Hanmi Financial Corporation and for their benefit. All records,
files, documents, drawings, specifications, software, equipment, and similar
items relating to the business of Bank, Hanmi Financial Corporation, or its
affiliates, including without limitation all records relating to customers
(the "Documents"), whether prepared by Employee or otherwise coming into
Employee's possession, shall remain the exclusive property of Bank, Hanmi
Financial Corporation or such affiliates and shall not be removed from the
premises of Bank, Hanmi Financial Corporation, or its affiliates under any
circumstances whatsoever without the prior consent of the Board. Upon
termination of employment for any reason, Employee agrees to promptly
deliver to Bank all Documents in the possession or under the control of
Employee.
16. Inventions and Patents
Except as may be limited by Section 2870 of the California Labor Code, all
inventions, designs, improvements, patents, copyrights, and discoveries
conceived by Employee during the term of this Agreement which are useful in
or directly or indirectly related to the business of Bank or Hanmi Financial
Corporation or to any experimental work carried on by Bank or Hanmi
Financial Corporation, shall be the property of Bank and/or Hanmi Financial
Corporation. Employee will promptly and fully disclose to Bank and Hanmi
Financial Corporation all such inventions, designs, improvements, and
discoveries (whether developed individually or with other persons) and shall
take all steps necessary and reasonably required to assure Bank's and/or
Hanmi Financial Corporation's ownership thereof and to assist Bank and/or
Hanmi Financial Corporation in protecting or
defending Bank's and/or Hanmi Financial Corporation's proprietary rights
therein. Employee acknowledges hereby receipt of written notice from Bank
and Hanmi Financial Corporation pursuant to Labor Code Section 2872 that
this Agreement (to the extent it requires an assignment or offer to assign
rights to any invention of Employee) does not apply fully to an invention
which qualifies fully under California Labor Code Section 2870. The full
text of Section 2870 is attached hereto as Exhibit "A."
17. Place of Employment
The principal place of employment and the location of Employee's principal
office shall be in Los Angeles, California.
18. Severability
If any provision of this Agreement is held to be illegal, invalid or
unenforceable under existing or future laws effective during the term of
this Agreement, such provisions shall be fully severable, the Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement, and the remaining
provisions of this Agreement shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there shall be added automatically as part of
this Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal and enforceable.
19. Material Breach
If Employee commits a material breach of this Agreement, all of Bank's and
Hanmi Financial Corporation's obligations to Employee pursuant to this
Agreement shall immediately cease.
20. Section Headings
Section and other headings contained in this Agreement are for convenience
of reference only and shall not affect in any way the meaning or
interpretation of this Agreement.
21. Unique Services: Specific Performance
The parties hereto agree that the services to be rendered by Employee
pursuant to this Agreement, and the rights and privileges granted to the
Bank and Hanmi Financial Corporation pursuant to this Agreement, and the
rights and privileges granted to Employee by virtue of his position, are of
a special, unique, extraordinary and intellectual character, which gives
them a peculiar value, the loss of which cannot be reasonably or adequately
compensated in damages in any action at law, and that a breach by Employee
of any of the terms of this Agreement will cause Bank and/or Hanmi Financial
Corporation great and irreparable injury and damage. Employee, Bank and
Hanmi Financial Corporation hereby expressly agree that Employee, Bank or
Hanmi Financial Corporation shall be entitled to the remedies of injunction,
specific performance and other equitable relief to prevent a breach of this
Agreement by any party. Without limiting the generality thereof, the parties
expressly agree that Bank, Hanmi Financial Corporation and Employee shall be
entitled to the equitable remedies set forth in this paragraph 21 for any
violation of paragraphs 14, 15, 22, 23, and 24. This paragraph shall not be
construed as a waiver of any other rights or remedies which Bank, Hanmi
Financial Corporation, or Employee may have for damages or otherwise.
22. Non-Competition
Employee agrees that for a period of one (1) year after the termination of
Employee's employment, Employee will not, directly or indirectly, compete
against, or in any manner be connected with or employed by any individual,
association or other entity that is in competition with Bank's or Hanmi
Financial Corporation's business in Los Angeles County.
23. Non-Solicitation
Employee agrees that for a period of one (1) year after the termination of
employment, Employee will not, on behalf of Employee or on behalf of any
other individual, association or entity, call on any of the customers of
Bank or Hanmi Financial Corporation for the purpose of soliciting or
inducing any of such customers to acquire (or providing to any of such
customers) any product or service provided by Bank or Hanmi Financial
Corporation or a Related Company, nor will Employee in any way, directly or
indirectly, as agent or otherwise, in any other manner solicit, influence or
encourage such customers to take away or to divert or direct their business
to Employee or any other person or entity by or with which Employee is
employed, associated, affiliated or otherwise related.
24. No-Raiding of Employees
Employee agrees that for a period of one (1) year after the termination of
Employee's employment, Employee will not, directly or indirectly, disrupt,
damage, impair, or interfere with Bank's or Hanmi Financial Corporation's
business by soliciting, influencing, encouraging or recruiting any employee
of Bank or Hanmi Financial Corporation to work for Employee or any entity
with which Employee is affiliated or related.
25. Counterparts
This Agreement and any amendment hereto may be executed in one or more
counterparts. All of such counterparts shall constitute one and the same
agreement and shall become effective when a copy signed by each party has
been delivered to the other party.
26. Representation By Counsel; Interpretation
Bank, Hanmi Financial Corporation and Employee acknowledge that they have
been represented by counsel in connection with this Agreement and the
matters contemplated by this Agreement. Accordingly, any rule of law,
including but not limited to Section 1654 of the California Civil Code, or
any legal decision that would require interpretation of any claimed
ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived. The provisions of this Agreement shall
be interpreted in a reasonable manner to affect the intent of the parties.
27. Arbitration.
Except for any controversy or claim arising from a breach of the covenants
in paragraphs 14, 15, 22, 23, and 24 of this Agreement, any controversy or
claim arising out of or relating to this Agreement or the breach thereof, or
arising out of or relating to Employee's employment or termination of
employment shall be submitted and resolved by final and binding arbitration
under the terms of the Federal Arbitration Act and in a manner consistent
with the California Code of Civil Procedure (and the California Arbitration
Act). Any arbitration shall be in accordance with and under the auspices and
rules of the American Arbitration Association. The arbitrator shall be
selected by mutual agreement of the parties. The arbitrator shall have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability, or formation of this Agreement including but
not limited to any claim that all or any part of this Agreement is void or
void able. The arbitration process will begin upon service of a written
request of the complaining party served on the other within the appropriate
statute of limitations as prescribed by law. Service of the written request
shall be made only by certified mail, with a return receipt requested at the
addresses listed below. The Arbitrator shall be neutral and shall have no
authority to alter, amend, modify or change any of the terms of this
Agreement. Upon conclusion of the arbitration, the arbitrator shall issue a
written decision setting forth the reasons for his or her award. The
decision of the Arbitrator shall be final and binding and judgment thereon
may be entered in any court having jurisdiction thereof. Should Employee
initiate an action in arbitration pursuant to this Paragraph, Employee shall
be required to pay a fee no greater than what he would be required to pay to
file an action in court. The remaining arbitration fees and costs shall be
borne by the Bank and/or Hanmi Financial Corporation, except as allowed by
law. Attorneys' fees shall be awarded to the prevailing party pursuant to
paragraph 13 of this Agreement for any and all contractual claims.
Otherwise, each party shall bear his or its own attorneys' fees, unless
otherwise provided for by applicable law.
The parties intend that this arbitration procedure is mandatory and shall be
the exclusive means of resolving all disputes between Employee and Bank,
Employee and Hanmi Financial Corporation and/or Employee and Bank's or Hanmi
Financial Corporation's employees, directors, officers or managers involving
or arising out of this Agreement, the parties' employment relationship
and/or the termination of that relationship including, but not limited to
any controversies or claims pertaining to wrongful discharge and alleged
violations of the covenant of good faith and fair dealing, implied contracts
and/or public policies or anti-discrimination statutes. Employee, Bank and
Hanmi Financial Corporation expressly acknowledge and understand that, as a
result of this agreement to arbitrate, they are giving up their right to
trial by a jury.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
DATED: May 1, 2002 /s/ Chung Hoon Youk
-----------------------------------
CHUNG HOON YOUK
DATED: May 1, 2002 /s/ Xxxxxx X. Rho
-----------------------------------
HANMI BANK
By: XXXXXX X. RHO
Its: Chairman, Board of Directors
DATED: May 1, 2002 /s/ Xxxxxx X. Rho
-----------------------------------
HANMI FINANCIAL CORPORATION
By: XXXXXX X. RHO
Its: Chairman, Board of Directors
EXHIBIT "A"
Labor Code Section 2870: Application of provision that employee shall assign
or offer to assign rights in invention to employer.
1. Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that
the employee developed entirely on his or her own time without using the
employer's equipment, supplies, facilities or trade secret information
except for those inventions that either:
a) Relate at the time of conception or reduction to practice of the
invention to the employer's business, or actual or demonstrably
anticipated research or development of the employer;
b) Result from any work performed by the employee for the employer.
2. To the extent a provision in an employment agreement purports to require
an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.
