FORM OF SEVERANCE AND RELEASE AGREEMENT
EXHIBIT 10.23
FORM OF
SEVERANCE AND RELEASE AGREEMENT
SEVERANCE AND RELEASE AGREEMENT
This Severance and Release Agreement (the “Agreement”) is entered into by and between
(the “Director”) and Hanmi Bank and its affiliated or related parent or subsidiary
corporations, as well as their respective attorneys, agents, representatives, partners, joint
ventures, successors, assigns, insurers, employees, officers, and directors (hereinafter
collectively referred to as “the Bank”). The purpose of this Agreement is to settle and compromise
any and all disputes and controversies of any nature existing between the parties arising out of
the Director’s relationship with and/or separation from the Bank.
1. Severance Pay. The Director shall receive $3,000 per month for five years, minus
all applicable state and federal withholdings. The Director will also receive current health
insurance coverage for five years in which the Bank will continue to pay for medical (i.e., HMO,
PPO, dental and/or vision) premiums.
2. Warranties by The Director.
(a) The Director acknowledges that he has received all monies and other benefits and other
benefits due to him as a result of his relationship with the Bank, other than the amount set forth
in Paragraph 1.
(b) The Director also represents that he has no pending complaints or charges against the Bank
with any state or federal court or any local, state or federal agency, division or department,
based on any events occurring prior to the date of execution of this Agreement.
(c) The Director further represents that he will not in the future file, participate in,
instigate or encourage the filing of any lawsuit or claim by any party in any state or federal
court or any proceeding before any local, state or federal agency, department or division, claiming
that the Bank has violated any local, state or federal laws, statutes, ordinances or regulations
based upon events occurring prior to the date of the execution of this Agreement.
3. No Admission of Liability by Bank or the Director. This Agreement does not
constitute an admission of wrongdoing of any kind by the Bank or the Director.
4. Release of Known and Unknown Claims. In exchange for the agreements contained in
Paragraph 1 above, and in consideration of the further agreements set forth below, The Director
agrees unconditionally and forever to release and discharge the Bank, as defined above, from any
and all claims, actions, causes of action, demands, rights, or damages of any kind or nature which
he may now have, or ever have, whether known or unknown, including any claims, causes of action or
demands of any nature arising out of or in any way relating to his relationship with and/or
separation from the Bank on or before the date of the execution of this Agreement.
This Release includes, but is not limited to all claims, actions or causes of action that were
or could have been asserted during the negotiations over this Agreement, any claims, actions or
causes of action that were or could have been asserted before any administrative agency or in
court, as well as any claims, actions, or causes of action for fraud, misrepresentation,
defamation, discrimination or harassment in any form, retaliation, any claims
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under any federal, state, local or other governmental statute or ordinance, including, without
limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans
with Disabilities Act, the Older Workers Benefit Protection Act, the Age Discrimination in
Employment Act of 1967, the Family and Medical Leave Act of 1993, the California Fair Employment
and Housing Act, and any and all other federal, state or local statutes, rules, ordinances, or
regulations; any and all claims for alleged wrongful discharge, retaliation, negligent or
intentional infliction of emotional distress, and breach of contract; any and all claims for
compensation, bonuses, commissions, lost wages, stock or stock options, or unused accrued vacation
or sick pay; any and all claims for severance or similar benefits or to post-employment health or
group insurance benefits; any and all claims for attorneys’ fees, costs or indemnification; and any
and all other claims resulting from any alleged unlawful behavior or conduct by any Hanmi Releasee,
the existence of which is specifically denied by the Hanmi Releasees.
The Director further agrees knowingly to waive the provisions and protections of Section 1542
of the California Civil Code, which reads:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
The Director further agrees to waive the provisions and protections of any state or federal
statute that affords similar protections as that of Section 1542 of the California Civil Code.
5. Knowing and Voluntary. The Director represents and agrees that he is entering into
this Agreement knowingly and voluntarily. The Director affirms that no promise or inducement was
made to cause him/her to enter into this Agreement, other than the severance pay promised to the
Director in Paragraph 1, above. The Director further confirms that he/she has not relied upon any
other statement or representation by anyone other than what is in this Agreement as a basis for
his/her agreement.
6. No Claims previously made or assigned to Others. The Director and Hanmi,
respectively, represent that neither they nor anyone on their behalf has filed, nor assigned to
others the right to file, nor are there currently pending by the Director or Hanmi or anyone on
their behalf, any complaints, charges or lawsuits against the Hanmi Releasees or the Director (as
the case may be), or any of them, with any governmental agency, any court or with or in any other
forum, and that neither The Director nor Hanmi nor anyone on their behalf will file, assign to
others the right to file, or make any further claims against the Hanmi Releasees or the Director
Releasees (as the case may be), or any of them, at any time for any alleged acts or omissions
covered by the releases in Section 4 above. The Parties agree that in the event they (or anyone on
their behalf) assert any claim or file any complaint, charge or lawsuit, or any of them, that is
covered by the releases in Section 4 above, such party waives any monetary recovery or other
individual relief in such action and shall pay all of the attorneys’ fees, expenses and costs
incurred by the defending party in responding to such claim, complaint or action; provided,
however, that nothing in this Agreement shall prohibit or impose any liability on either party for
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filing a charge or complaint with, or participating in any investigation by, any governmental
agency.
7. Non-Disparagement. The Director agrees that he will not criticize, denigrate or
otherwise disparage Hanmi or any other Hanmi Releasee (including, without limitation, Hanmi and the
Bank’s past or present agents, officers, directors, representatives or employees), or any of
Hanmi’s products, services, policies, procedures, practices, business ethics, standards of business
conduct, methods or manner of doing business or financial performance, to anyone, including,
without limitation, members of the media, regulators, analysts and governmental agencies, or to
Hanmi’s customers, employees, vendors, shareholders, investors or competitors, or make any other
statements to any such persons that reasonably would be expected to impair the goodwill or
reputation of Hanmi or any other Hanmi Releasee. Hanmi agrees that the members of the Boards of
Directors of Hanmi and the Bank, and the corporate officers of Hanmi and the Bank, will not
criticize, denigrate or otherwise disparage the Director to anyone, including, without limitation,
members of the media, regulators, analysts and governmental agencies, or to Hanmi’s customers,
employees, vendors, shareholders, investors or competitors, or make any other statements to any
such persons that reasonably would be expected to impair the reputation of the Director.
8. Revocation Period. This Agreement is revocable by the Director for a period of
seven (7) calendar days following his/her execution of this Agreement. The revocation must be in
writing, must specifically revoke this Agreement, and must be received by the Bank prior to the
eighth (8th) calendar day following the execution of this Agreement. This Agreement
becomes effective, enforceable and irrevocable on the eighth (8th) calendar day
following The Director’s execution of this Agreement. Any revocation notice must be sent to: Xx.
Xxx X. Xxx, Chief Executive Officer, Hanmi Bank, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx XX-X, Xxx Xxxxxxx,
XX 00000. As provided in Paragraph 1 above, the Bank shall pay the Director the severance or
retention amount provided in Paragraph 1 on the eighth (8th) calendar day after receiving the
signed Agreement from The Director (or the next business should the 8th calendar
relationship with Bank, whichever is later.
9. Governing Law. This Agreement shall be construed under the laws of the State of
California, both procedural and substantive.
10. Arbitration. Any and all disputes or claims arising out of or in any way related
to this Agreement, including without limitation, fraud in the inducement of this Agreement, or
relating to the general validity or enforceability of this Agreement, as well as any claims arising
out of the Director’s employment with and/or separation from the Bank shall be submitted to final
and binding arbitration before an arbitrator of the Judicial Arbitration and Mediation Services
(“JAMS”) in Los Angeles County (or, in the event the county of the place of employment if outside
of Los Angeles County) in accordance with the rules of that body governing employment disputes.
The prevailing party shall be entitled to reasonable costs and attorneys’ fees. Judgment on the
award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
11. Confidentiality. The nature and terms of, and the circumstances surrounding the
execution of this Agreement are strictly confidential and have not been and shall not be disclosed
by the Director or Hanmi at any time to any person except to each party’s legal counsel,
accountants and tax advisors or, in the case of the Director, his immediate family
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without the prior written consent of an officer of the Bank (in the case of disclosures by the
Director) or the prior written consent of the Bank (in the case of disclosures by the Bank), the
Parties agree that they will disclose the nature and terms of, and the circumstances surrounding
the execution of this Agreement, to their respective legal counsel, accountants, tax advisors or
(in the case of disclosures to the Director) spouse only if the person is informed of and agrees to
honor this confidentiality requirement. Such a person’s violation of this confidentiality
requirement will be treated as a violation of this Agreement by the party making the disclosure to
such person. However, notwithstanding the foregoing, disclosures otherwise prohibited by this
section are permitted as required by applicable law and as may be necessary in any legal
proceedings directly related to the provisions and terms of this Agreement, to prepare and file
income tax forms, pursuant to court order after reasonable notice to the other party, or in
response to a disclosure made by the other party. Notwithstanding the foregoing, however, nothing
in this Agreement is intended to preclude Hanmi from complying with any of its regulatory
compliance obligations. As such, the Director agrees that Hanmi may file this Agreement with the
Securities and Exchange Commission and make such disclosure regarding it as Hanmi believes is
required by applicable law.
12. Trade Secrets of Bank. The Director further represents that during the employment
with Bank, he/she has had access to and became acquainted with various trade secrets, consisting of
software, plans, formulas, patterns, devices, secret inventions, processing, customer lists,
contracts, and complications of information, records and specifications, which are owned by Bank
and are regularly used in the operation of its business and which may give Bank an opportunity to
obtain an advantage over competitors who do not know or use such trade secrets. The Director
agrees and acknowledges that the Director was granted access to these valuable trade secrets only
by virtue of the confidential relationship created by the Director’s employment. The Director
shall not disclose any of the aforesaid trade secrets, directly or indirectly, to third parties or
use them in any way for personal benefit after separation from Bank. All records, files,
documents, drawings, specifications, software, equipment, and similar items relating to the
business of Bank or its affiliates, including without limitation all records relating to customers
(the “Documents”), whether prepared by the Director or otherwise coming into the Director’s
possession, shall remain the exclusive property of Bank or its affiliates and shall not be removed
from the premises of Bank or its affiliates without proper authorization. Upon termination of
employment, the Director shall promptly deliver to Bank all Documents in the possession or under
the control of the Director.
13. Waiver. The failure to enforce any provision of this Agreement shall not be
construed to be a waiver of such provision or to affect the validity of this Agreement or the right
of any party to enforce this Agreement.
14. Modification. No amendments to this Agreement will be valid unless written and
signed by the Director and the Bank.
15. Severability. If any sentence, phrase, paragraph, subparagraph or portion of this
Agreement is found to be illegal or unenforceable, such action shall not affect the validity or
enforceability of the remaining sentences, phrases, paragraphs, subparagraphs or portions of this
Agreement.
16. Ambiguities. Both parties have participated in the negotiation of this Agreement
and, thus, it is understood and agreed that the general rule that ambiguities are to be
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construed against the drafter shall not apply to this Agreement. In the event that any language of
this Agreement is found to be ambiguous, each party shall have an opportunity to present evidence
as to the actual intent of the parties with respect to any such ambiguous language.
17. Entire Agreement/Integration. This Agreement constitutes the entire agreement
between the Director and the Bank concerning the terms contained herein. No covenants, agreements,
representations, or warranties of any kind have been made to any party hereto. All prior
discussions and negotiations have been and are merged and integrated into, and are superseded by,
this Agreement.
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
THE UNDERSIGNED AGREE TO THE TERMS OF THIS AGREEMENT AND VOLUNTARILY ENTER INTO IT WITH THE INTENT
TO BE BOUND THEREBY.
Dated:
|
, 2008 | |||||||
| The Director | ||||||||
| Dated: | , 2008 | HANMI BANK | ||||||
| By: | ||||||||
| Name: | ||||||||
| Title: | Chief Executive Officer | |||||||
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