EMPLOYMENT AGREEMENT
EXHIBIT
10.19
Soo
Bong Min
THIS
EMPLOYMENT AGREEMENT is made effective upon June 1, 2006, and is made by and
between Wilshire State Bank (hereinafter sometimes referred to as “Bank”) and
Soo Bong Min (hereinafter sometimes referred to as “Min”), as
follows:
1. Employment.
Bank
currently employs Min as President and Chief Executive Officer pursuant
to a
written employment agreement effective June 1, 2003. Min and the Bank wish
to
amend the terms and conditions of Min’s employment by the Bank upon the terms
and conditions hereinafter set forth. Therefore, this employment agreement
is
intended to supersede and replace entirely, all prior oral or written agreements
between Min and the Bank.
2. Duties.
Min
shall continue to perform the duties of President and Chief Executive Officer
of
the Bank, subject to the powers vested by law in the Board of Directors
of the
Bank and in the Bank’s shareholders. During the term of this Employment
Agreement, Min shall perform his duties faithfully, diligently and to the
best
of his 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. Min shall devote his full time and efforts to
this
position.
3. Immigration
Status.
Min
agrees to take all steps necessary to establish his legal right to work
in the
United States. He shall, whenever requested by the Bank, produce documents
necessary to satisfy the Bank that he is legally authorized to work in
the
United States.
4. Term.
The
term of this Agreement shall be Three (3) years from its effective date,
provided, however, that the Bank shall have the right to terminate the
Agreement
at any time in accordance with the terms and conditions of Paragraphs 10
or 11
herein.
5. Salary
and Bonus.
During
the term of this Agreement, Min shall be compensated as follows: Min shall
be
compensated and receive an annual salary of Two Hundred Fifty Thousand
Dollars
($250,000) payable in twelve (12) equal monthly installments. This shall
be the
“basic compensation” for performing his duties as President and Chief Executive
Officer of the Bank. In addition to the basic compensation, the Bank agrees
to
pay to Min an additional bonus in the amount of eight percent (8%) of the
Bank’s
profit before tax over and above the eighteen percent (18%) of the beginning
primary capital of the year, but the total bonus shall not exceed Min’s annual
salary. The computation of the Bank’s pre-tax profit shall be done by the Bank’s
outside auditors and certified public accountants and shall receive the
approval
of the Bank’s Board of Directors. As approved, such computation shall be a
conclusive determination binding both upon the Bank and Min. Such bonus
shall be
paid for each of three fiscal years in the period ended December 31, 2008
that
Min serves as President and Chief Executive Officer.
EXHIBIT
10.19
6. Stock
Options.
Pursuant to and subject to the terms of the Bank’s Stock Option Plan, the Bank
shall grant Min an additional fifty thousand (50,000) shares of the Bank’s
common stock (Additional Stock Option) in consideration of Min’s agreement to
this extension of his employment agreement. The additional 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 Min. Should
Min be
terminated without cause, the Additional Stock Option shall expire no later
than
ninety (90) days after such termination. Should Min be terminated for cause,
the
Additional Stock Option shall expire immediately. Reference should be made
to
the Bank’s Stock Option Plan and form of Stock Option Agreement for full and
complete terms and conditions governing any Stock Option to be
granted.
7. Expenses.
Min
shall be entitled to reimbursement by Bank for any business expenses, including
expenses associated with Min’s use of an automobile, which are reasonably and
necessarily incurred in the performance of his duties on behalf of Bank
during
the term of this Agreement, and which the board of Directors of the Bank
deems
are satisfactorily documented.
8. Vacation.
Min
shall be entitled to four (4) weeks paid vacation during each year of the
term
of this Agreement. Min shall take at least two (2) consecutive weeks vacation
during each year of his employment by Bank.
9. Insurance
Benefits.
Bank
shall provide for Min and Min’s spouse and dependent children, where
appropriate, at the Bank’s expense, participation in the Bank’s standard group
health and term life insurance programs.
10.
Termination.
The
Bank may terminate the employment of Min at any time during this Agreement
by a
simple majority vote of the Board of Directors, exclusive of the vote of
Min in
the event he 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 Min is terminated
without
cause hereunder, basic compensation under Paragraph 5 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 he be entitled to more than six
(6)
months worth of basic compensation. In the event Min is terminated for
cause,
Min 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.
11. Action
by supervisory Authority.
If Bank
is ordered to remove Min 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 Min.
12.
No
Solicitation of Employees.
Min
agrees that, during his employment by the Bank and for a period of three
(3)
years after the termination of that employment, whether voluntary or
involuntary, Min will not solicit, entice, encourage, attempt or cause,
directly
or indirectly, any Bank employee to leave the employment of the
Bank.
EXHIBIT
10.19
13.
No
Solicitation of Customers.
In
consideration for the two year extension of the employment agreement which
the
Bank has provided to Min, Min has voluntarily agreed that, for a period
of three
(3) years subsequent to his termination, he will not accept employment
with or
enter into any other consulting or independent contractor relationship
with a
competing financial institution. Furthermore, Min agrees that, during his
employment by the Bank and for a period of three (3) years following the
termination of his employment with the Bank, whether such termination is
voluntary or involuntary, Min shall not directly or indirectly make known
to any
person, firm or corporation the names and addresses of any of the Bank’s
customers (“Customers”) or any information pertaining to them. For the purpose
of this Agreement, Customers include: (1) anyone who is a customer of the
Bank
on the date Min signs this Agreement or who becomes a customer of the Bank
during the period of time during which Min is employed by the Bank, and
(2) any
prospective customer to whom the Bank has made a proposal (or similar offering
of services) within a period of six months prior to the termination of
Min’s
employment at the Bank. Min also agrees that Min will not solicit or attempt
to
solicit any of the Bank’s Customers for whom Min provided services or with whom
Min became acquainted during Min’s employment with the Bank, either for Min or
for any other person, firm or corporation.
14.
Arbitration.
Min and
the Bank agree to submit any controversy or claim arising out of, or relating
to
this Agreement or the breach thereof, to final and binding arbitration
in the
City of Los Angeles, State of California, in accordance with the rules
of the
American Arbitration Association. A judgment upon the award rendered may
be
entered in any court having jurisdiction thereof.
15.
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 Min,
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.
16.
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.
17.
Miscellaneous.
It is
hereby agreed that Min’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 Min and the Bank.
18.
Enforcement.
Both
Min 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.
EXHIBIT
10.19
IN
WITNESS WHEREOF, the parties have executed this Employment Agreement on
April
05, 2006.
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By:____________________________
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__________________________
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Xxxxxx
Xxx, Chairman of the Board
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Soo
Bong Min
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0000
Xxxxxxxx Xxxxxxxxx
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0000
Xxxxxxxx Xxxxxxxxx
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Xxx
Xxxxxxx, Xxxxxxxxxx 00000
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Xxx
Xxxxxxx, Xxxxxxxxxx 00000
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