EXHIBIT 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of July 3,2003 by and
between HANMI FINANCIAL CORPORATION, a Delaware corporation and HANMI BANK, a
California banking corporation, located at 3660 Wilshire Blvd., PH-A, Los
Angeles, CA 90010 (collectively referred to as the "Company") on one hand and
JAE WHAN YOO, an individual ("Employee") on the other hand.
WITNESSETH:
WHEREAS, the Company desires to retain the services of Employee as President and
Chief Executive Officer and Employee desires to render services to the Company
as President and Chief Executive Officer;
WHEREAS, the Company and Employee desire to set forth in this Agreement the
terms and conditions of Employee's employment with the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, the parties agree as follows:
1. Term. Company agrees to employ Employee and Employee agrees to serve Company
as President and Chief Executive Officer, in accordance with the terms of this
Agreement, for a term of three (3) years, commencing July 1, 2003 and ending
June 30, 2006, unless this Agreement is earlier terminated in accordance with
the provisions of Paragraph 6, below.
2. Services and Exclusivitv 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 Company and its
subsidiaries and matters related thereto, shall use Employee's best efforts and
abilities to promote the Company'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 Company ("Board"). Employee
agrees to faithfully and diligently promote the business, affairs and interests
of Company.
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 Company'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 Company and Employee
agree that, subject to the provisions of this Agreement, the Company will employ
Employee and Employee will serve Company as the President and Chief Executive
Officer of Company for the duration of this Agreement. Employee agrees to
observe and comply with the rules and regulations of Company respecting the
performance of Employee's duties and agrees to carry out and perform orders,
directions and policies of Company 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 Company. 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 July 1, 2003, Company agrees to pay
Employee a base salary (the "Base Salary") at the annual rate of $250,000.00,
less withholdings. If employed in the second and third years under this
Agreement, Company 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 Company.
b) Bonus
Employee and the Company agree that they will continue to negotiate with regard
to a bonus plan and stock option plan for Employee. Both parties agree to
negotiate in good faith with regard to these two issues in an effort to reach a
mutually agreeable resolution. If the parties are
not able to reach a mutually agreeable resolution regarding Employee's bonuses
and stock options within 60 days from the date of this Agreement, the entirety
of this Agreement is avoidable at the will of either party. If either party
exercises his or its right to void this Agreement pursuant to this paragraph,
then the other party shall have no further obligations to the party voiding the
Agreement from that date forward.
c) Stock Options
Employee and the Company agree that they will continue to negotiate with regard
to a bonus plan and stock option plan for Employee. Both parties agree to
negotiate in good faith with regard to these two issues in an effort to reach a
mutually agreeable resolution. If the parties are not able to reach a mutually
agreeable resolution regarding Employee's bonuses and stock options within 60
days from the date of this Agreement, the entirety of this Agreement is
avoidable at the will of either party. If either party exercises his or its
right to void this Agreement pursuant to this paragraph, then the other party
shall have no further obligations to the party voiding the Agreement from that
date forward.
5. Perquisites
a) Automobile Allowance and Insurance
Company 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 with Company, 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. Employee shall take at
least two consecutive weeks vacation during each year of his employment by the
Company. 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
Company shall provide Employee and Employee's spouse and dependent children,
where applicable, at Company'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 Company's Group Insurance program,
except that term life insurance shall not be in excess of $150,000 for Employee.
d) Professional Society Membership
Company agrees to reimburse Employee for professional society memberships which
are related to and enhance Employee's employment at the Company during
Employee's employment at Company.
e) Continuing Education
Company agrees to reimburse Employee for continuing education which are related
to and enhance Employee's employment at Company during Employee's employment at
Company.
f) Country Club Membership
Company agrees to reimburse Employee for reasonable initiation fees and monthly
dues related to a country club membership during Employee's employment at
Company. 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 by the
Company, 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 Company 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 Company 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 Company 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 Company is
taken over by the California State Department of Financial Institutions, the
Federal Reserve, or the Federal Deposit Insurance Corporation,
Company 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 Company may terminate this
Agreement, including any extensions thereto, without cause at any time.
i. If Company terminates this Agreement without cause, upon such termination and
upon Employee's execution of a general release agreement, the Company 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 Company 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 Company (whether or not fully deductible by the Company) for
federal income tax purposes as ordinary and necessary business expenses, Company
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 Company and
Board.
8. Miscellaneous.
a) Succession; Survival.
This Agreement shall inure to the benefit of and shall be binding upon Company,
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 Company or a similar transaction in
which the successor or assignee assumes (whether by operation of law or express
assumption) all obligations of Company 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 Company 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 Aqreement: 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 by Company. No amendment or
modification of the terms of this Agreement shall be valid unless made in
writing and signed by Employee and by Company.
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 Company 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 Company or any of its 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 Company'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 Company and
regularly used in the operation of their respective businesses and which may
give Company 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 by Company and for its benefit.
All records, files, documents, drawings, specifications, software, equipment,
and similar items relating to the business of Company 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 Company or such affiliates
and shall not be removed from the premises of Company 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
Company 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 Company or to any experimental
work carried on by Company, shall be the property of Company. Employee will
promptly and fully disclose to Company 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
Company's ownership thereof and to assist Company in protecting or
defending Company's proprietary rights therein.
Employee acknowledges hereby receipt of written notice from Company 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. Severabilitv
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 Company'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 Company 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 Company
great and irreparable injury and damage.
Employee and Company hereby expressly agree that either Employee or Company
shall be entitled to the remedies of injunction, specific performance and other
equitable relief to prevent a breach of this Agreement by the other. Without
limiting the generality thereof, the parties expressly agree that Company and
Employee shall be entitled to the equitable remedies set forth in this paragraph
20 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 Company 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 Company'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 Company 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 Company
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-Raidinq 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 Company's business by soliciting, influencing,
encouraging or recruiting any employee of Company 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
Company and Employee each acknowledge that each party to this Agreement has 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
effect 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 Company, 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 Company and/or
Company'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 and Company 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: July 3,2003 /s/ Jae Whan Yoo
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HANMI BANK
JAE WHAN YOO
Its: Chief Executive Officer
DATED: July 3, 2003 /s/ Chang Kyu Park
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HANMI FINANCIAL CORPORATION
HANMI BANK
By: CHANG KYU PARK
Its: Chairman, Board of Directors
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is entered into this 10th
of December, 2003, between Jae Whan Yoo, an individual ("Employee") on the one
hand, and Hanmi Financial Corporation, a Delaware corporation and Hanmi Bank, a
California banking corporation located at 3660 Wilshire Blvd., PH-A, Los
Angeles, CA 90010 (collectively referred to as the "Company"), on the other
hand.
RECITALS
A. WHEREAS, Employee and the Company entered into an Employment Agreement (the
"Agreement"), dated July 3, 2003;
B. WHEREAS, Paragraphs 4(b) and 4(c) of the Agreement provide that Employee and
the Company shall continue to negotiate in good faith with regard to a bonus
plan and stock option plan for Employee;
C. WHEREAS, Employee and the Company have continued to negotiate in good faith
with regard to a bonus plan and stock option plan for Employee;
D. WHEREAS, Employee and the Company have agreed on a bonus plan and stock
option plan for Employee;
NOW THEREFORE, Employee and the Company hereby agree as follows:
AGREEMENT
1. Paragraph 4(b) of the Agreement shall be amended as follows:
"After commencement of the term of this Agreement on July 1, 2003, 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 Hanmi 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. It is the obligation of Hanmi Bank, and not
Hanmi Financial Corporation, to pay any bonus owed to Employee pursuant to this
Paragraph.
Pre-Tax Profit Determination
The computation of Hanmi Bank's pre-tax profit shall be determined by Hanmi
Bank's outside auditors and certified public accountants as approved by the
Board. The computation of Hanmi Bank's pre-tax profit shall be conclusive and
binding on Hanmi 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 Hanmi Bank's outside auditors and certified
public accountants, and was approved by the Board."
2. Paragraph 4(c) of the Agreement shall be amended as follows:
"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 Hanmi
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 July 3, 2003, and 13,333 shares on July
3, 2004 and July 3, 2005 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 ninety (90) 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."
3. All other terms and conditions of the Agreement shall remain in full force
and effect.
4. This Amendment, along with the Agreement, contain all the terms and
conditions agreed upon by the parties hereto regarding the subject matter of
this Amendment and the Agreement. Any prior agreements, promises, negotiations,
or representations, either oral or written, relating to the subject matter of
this Amendment or the Agreement not expressly set forth in this Amendment or the
Agreement are of no force or effect.
5. Any waiver, alteration or modification of any of the terms of this Amendment
shall be valid only if made in writing and signed by the parties hereto. Each
party hereto, from time to time, may waive his/her or its rights hereunder
without affecting a waiver with respect to any subsequent occurrences or
transactions under this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
HANMI FINANCIAL CORPORATION HANMI BANK
HANMI BANK
/s/ Chang Kyu Park /s/ Jae Whan Yoo
- ---------------------------------- --------------------------------
By: Chang Kyu Park By: Jae Whan Yoo
Its: Chairman, Board of Directors Its: Chief Executive Officer