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 voidable. 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.
