þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 95-4788120 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
3660 Wilshire Boulevard, Penthouse Suite A | ||
Los Angeles, California | 90010 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, $0.001 Par Value | NASDAQ Global Select Market | |
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
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ITEM 11. | EXECUTIVE COMPENSATION |
| Cathay Bancorp, Los Angeles, California | ||
| Center Bank, Los Angeles, California | ||
| First Regional Bancorp, Los Angeles, California | ||
| Nara Bank, Los Angeles, California | ||
| Wilshire State Bank, Los Angeles, California |
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SUMMARY COMPENSATION TABLE | ||||||||||||||||||||||||||||||||||||
Change in | ||||||||||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||||||||||
Value and | ||||||||||||||||||||||||||||||||||||
Non-Qualified | ||||||||||||||||||||||||||||||||||||
Stock | Option | Non-Equity | Deferred | All Other | ||||||||||||||||||||||||||||||||
Salary | Bonus | Awards | Awards | Incentive Plan | Compensation | Compensation | ||||||||||||||||||||||||||||||
Name and | (1) | (1) (5) | (2) (3) | (2) (4) | Compensation | Earnings | (1) | Total | ||||||||||||||||||||||||||||
Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Jay S. Yoo, President, |
2009 | $ | 326,192 | $ | | $ | 27,000 | $ | 30,765 | $ | | $ | | $ | 63,668 | (6) | $ | 447,625 | ||||||||||||||||||
Chief Executive Officer
and Director |
2008 | $ | 172,404 | $ | | $ | | $ | 87,619 | $ | | $ | | $ | 49,722 | (6) | $ | 309,745 | ||||||||||||||||||
Brian E. Cho, Executive |
2009 | $ | 266,885 | $ | | $ | 20,250 | $ | 9,230 | $ | | $ | | $ | 36,522 | (7) | $ | 332,887 | ||||||||||||||||||
Vice President and |
2008 | $ | 270,000 | $ | | $ | | $ | | $ | | $ | | $ | 35,239 | (7) | $ | 305,239 | ||||||||||||||||||
Chief Financial Officer |
2007 | $ | 22,500 | $ | 100,000 | $ | 47,600 | $ | 75,453 | $ | | $ | | $ | 878 | (7) | $ | 246,431 | ||||||||||||||||||
Jung Hak Son, Senior
Vice President and
Chief Credit Officer |
2009 | $ | 173,385 | $ | $ | 13,500 | $ | 6,153 | $ | | $ | | $ | 36,169 | (8) | $ | 229,207 | |||||||||||||||||||
John Park, Former |
2009 | $ | 175,544 | $ | | $ | 20,250 | $ | 9,230 | $ | | $ | | $ | 28,673 | (9) | $ | 233,697 | ||||||||||||||||||
Executive Vice
President
and Chief Credit
Officer
(10) |
2008 | $ | 70,000 | $ | | $ | 25,750 | $ | 58,386 | $ | | $ | | $ | 6,448 | (9) | $ | 160,584 |
(1) | All cash compensation and perquisites paid to the Named Executive Officers are paid by, and are the responsibility of, Hanmi Financials subsidiary, Hanmi Bank. | |
(2) | All equity awards are made by Hanmi Financial, are for shares of Hanmi Financials common stock, and are made pursuant to the 2007 Equity Compensation Plan (the 2007 Plan). | |
(3) | Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in columns (e) represent the applicable full grant date fair values of stock awards in accordance with FASB ASC Topic 718, excluding the effect for forfeitures. To facilitate year-to-year comparisons, the SEC regulations require companies to present recalculated disclosures for each preceding year required under the rules so that equity awards and stock options reflect the applicable full grant date fair values, excluding the effect of forfeitures. The total compensation column is recalculated accordingly. For further information, see Note 13 to Hanmi Financials audited financial statements for the year ended December 31, 2009 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010. | |
(4) | Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in columns (f) represent the applicable full grant date fair values of option awards in accordance with FASB ASC Topic 718, excluding the effect for forfeitures. To facilitate year-to-year comparisons, the SEC regulations require companies to present recalculated disclosures for each preceding year required under the rules so that equity awards and stock options reflect the applicable full grant date fair values, excluding the effect of forfeitures. The total compensation column is recalculated accordingly. For further information, see Note 13 to Hanmi Financials audited financial statements for the year ended December 31, 2009 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010. | |
(5) | The amounts in column (d) reflect the discretionary bonuses paid to the Named Executive Officers for services performed in the prior year. Amounts shown are not reduced to reflect the Named Executive Officers elections, if any, to defer receipt of awards into the DCP. | |
(6) | Amounts consist of: a) life insurance premiums ($392 for 2009; $199 for 2008); b) company automobile ($26,936 for 2009; $3,967 for 2008); c) health insurance premiums ($11,178 for 2009; $7,613 for 2008); d) employer contributions under the 401(k) plan ($12,375 for 2009; $9,900 for 2008); e) club memberships ($8,110 for 2009; $27,454 for 2008); and f) other perquisites ($4,677 for 2009; $589 for 2008) such as cellular phone allowance, gasoline card, meal allowance and Holiday gift cards. | |
(7) | Amounts consist of: a) life insurance premiums ($392 for 2009; $398 for 2008, $0 for 2007); b) automobile allowance ($8,303 for 2009; $8,400 for 2008, $700 for 2007); c) health insurance premiums ($10,157 for 2009; $11,830 for 2008, $0 for 2007); d) employer contributions under the 401(k) plan ($12,375 for 2009; $11,625 for 2008, $0 for 2007); and e) other perquisites ($5,295 for 2009; $2,236 for 2008, $178 for 2007) such as cellular phone allowance, gasoline card, meal allowance and Holiday gift cards. | |
(8) | Amounts consist of: a) life insurance premiums ($370 for 2009); b) automobile allowance ($8,303 for 2009); c) health insurance premiums ($10,157 for 2009); d) employer contributions under the 401(k) plan ($10,403 for 2009); and e) other perquisites ($6,936 for 2009) such as cellular phone allowance, gasoline card, meal allowance and Holiday gift cards. |
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(9) | Amounts consist of: a) life insurance premiums ($327 for 2009; $99 for 2008); b) automobile allowance ($6,591 for 2009; $2,800 for 2008); c) health insurance premiums ($8,480 for 2009; $2,743 for 2008); d) employer contributions under the 401(k) plan ($9,547 for 2009; $394 for 2008); and e) other perquisites ($3,728 for 2009; $412 for 2008) such as cellular phone allowance, gasoline card, meal allowance and Holiday gift cards. | |
(10) | Mr. Park passed away on October 14, 2009. |
GRANTS OF PLAN-BASED AWARDS | |||||||||||||||||||||||||||||||||||||||||||||||
All Other | All Other | ||||||||||||||||||||||||||||||||||||||||||||||
Stock | Option | Exercise | Grant | ||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts | Estimated Future Payouts | Awards: | Awards: | or Base | Date Fair | ||||||||||||||||||||||||||||||||||||||||||
Under Non-Equity | Under Equity Incentive | Number of | Number of | Price of | Value of | ||||||||||||||||||||||||||||||||||||||||||
Incentive Plan Awards(1) | Plan Awards | Shares of | Securities | Option | Stock and | ||||||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards(1) | Option | |||||||||||||||||||||||||||||||||||||
Name | Date | ($) | ($) | ($) | (#) | (#) | (#) | Units (#) | Options (#) | ($/Share) | Awards(2) | ||||||||||||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | ||||||||||||||||||||||||||||||||||||
(3 | ) | $ | 247,500 | ||||||||||||||||||||||||||||||||||||||||||||
Jay S. Yoo |
04/08/09 | $ | | $ | | $ | | | | | | 50,000 | $ | 1.35 | $ | 30,765 | |||||||||||||||||||||||||||||||
04/08/09 | $ | | $ | | $ | | | | | 20,000 | | | $ | 27,000 | |||||||||||||||||||||||||||||||||
(3 | ) | $ | 135,000 | ||||||||||||||||||||||||||||||||||||||||||||
Brian E. Cho |
04/08/09 | $ | | $ | | $ | | | | | | 15,000 | $ | 1.35 | $ | 9,230 | |||||||||||||||||||||||||||||||
04/08/09 | $ | | $ | | $ | | | | | 15,000 | | | $ | 20,250 | |||||||||||||||||||||||||||||||||
(3 | ) | $ | 105,000 | ||||||||||||||||||||||||||||||||||||||||||||
Jung Hak Son |
04/08/09 | $ | | $ | | $ | | | | | | 10,000 | $ | 1.35 | $ | 6,153 | |||||||||||||||||||||||||||||||
04/08/09 | $ | | $ | | $ | | | | | 10,000 | | | $ | 13,500 | |||||||||||||||||||||||||||||||||
John Park |
04/08/09 | $ | | $ | | $ | | | | | | 15,000 | $ | 1.35 | $ | 9,230 | |||||||||||||||||||||||||||||||
04/08/09 | $ | | $ | | $ | | | | | 15,000 | | | $ | 20,250 |
(1) | Hanmi Financials practice is that the exercise price for each stock option is the market value on the date of grant. | |
(2) | The amounts in column (l) reflect the grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts for the fiscal year ended December 31, 2009 are included in Note 13 to Hanmi Financials audited financial statements for the fiscal year ended December 31, 2009, included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010. | |
(3) | Represents the maximum amount which could have been earned in 2009 as short-term incentive cash compensation, as described in Compensation Discussion and Analysis. No amounts were earned as short term incentive cash compensation for work performed in 2009. |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | ||||||||||||||||||||||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Equity | Equity | |||||||||||||||||||||||||||||||||||
Incentive | Incentive | |||||||||||||||||||||||||||||||||||
Equity | Plan | Plan | ||||||||||||||||||||||||||||||||||
Incentive | Awards: | Awards: | ||||||||||||||||||||||||||||||||||
Plan | Number of | Market or | ||||||||||||||||||||||||||||||||||
Number of | Awards: | Market | Unearned | Payout Value | ||||||||||||||||||||||||||||||||
Number of | Securities | Number of | Number of | Value of | Shares, | of Unearned | ||||||||||||||||||||||||||||||
Securities | Underlying | Securities | Shares or | Shares or | Units or | Shares, Units | ||||||||||||||||||||||||||||||
Underlying | Unexercised | Underlying | Units of | Units of | Other | or Other | ||||||||||||||||||||||||||||||
Unexercised | Options (#) | Unexercised | Option | Option | Stock That | Stock That | Rights That | Rights That | ||||||||||||||||||||||||||||
Options (#) | Unexercis- | Unearned | Exercise | Expiration | Have Not | Have Not | Have Not | Have Not | ||||||||||||||||||||||||||||
Name | Exercisable | able | Options (#) | Price ($) | Date | Vested (#) | Vested ($) | Vested (#) | Vested ($) | |||||||||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | |||||||||||||||||||||||||||
Jay S. Yoo |
35,000 | (1) | 35,000 | (1) | | $ | 5.66 | 06/23/18 | | $ | | | $ | | ||||||||||||||||||||||
| 50,000 | (2) | | $ | 1.35 | 04/08/19 | 20,000 | (9) | $ | 24,000 | (14) | | $ | | ||||||||||||||||||||||
Brian E. Cho |
12,000 | (3) | 18,000 | (3) | | $ | 9.52 | 12/03/17 | 3,000 | (10) | $ | 3,600 | (15) | | $ | | ||||||||||||||||||||
| 15,000 | (4) | | $ | 1.35 | 04/08/19 | 15,000 | (11) | $ | 18,000 | (16) | | $ | | ||||||||||||||||||||||
Jung Hak Son |
6,000 | (5) | 4,000 | (5) | | $ | 18.00 | 04/19/16 | | $ | | | $ | | ||||||||||||||||||||||
6,000 | (6) | 4,000 | (6) | | $ | 19.44 | 06/30/16 | | $ | | | $ | | |||||||||||||||||||||||
| | | $ | | | 1,800 | (12) | $ | 2,160 | (17) | | $ | | |||||||||||||||||||||||
| 10,000 | (7) | | $ | 1.35 | 04/08/19 | 10,000 | (13) | $ | 12,000 | (18) | | $ | | ||||||||||||||||||||||
John Park |
6,000 | (8) | | (8) | | $ | 5.15 | 01/12/10 | | $ | | | $ | |
(1) | On June 23, 2008, pursuant to the 2007 Plan, 70,000 stock options were granted to Jay S. Yoo with vesting as follows: 50 percent (50%) to vest on June 23, 2009 and 50 percent (50%) to vest on June 23, 2010. | |
(2) | On April 8, 2009, pursuant to the 2007 Plan, 50,000 stock options were granted to Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(3) | On December 3, 2007, pursuant to the 2007 Plan, 30,000 stock options were granted to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on December 3, 2008 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(4) | On April 8, 2009, pursuant to the 2007 Plan, 15,000 stock options were granted to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(5) | On April 19, 2006, pursuant to the Year 2000 Stock Option Plan (2000 Plan), 10,000 stock options were granted to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on April 19, 2007 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(6) | On June 30, 2006, pursuant to the 2000 Plan, 10,000 stock options were granted to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on June 30, 2006 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(7) | On April 8, 2009, pursuant to the 2007 Plan, 15,000 stock options were granted to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(8) | On September 2, 2008, pursuant to the 2007 Plan, 30,000 stock options were granted to John Park with vesting as follows: 20 percent (20%) to vest on September 2, 2009 and 20 percent (20%) to vest on each of the next four anniversary dates. Mr. Park passed away on October 14, 2009. As of that date, 6,000 stock options were vested and still exercisable for a period of 90 days, or January 12, 2010. |
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(9) | On April 8, 2009, pursuant to the 2007 Plan, 20,000 shares of restricted stock were awarded to Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(10) | On December 3, 2007, pursuant to the 2007 Plan, 5,000 shares of restricted stock were awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on December 3, 2008 and 20 percent (20%) to vest on each of the next four anniversary dates. 3,000 shares remain unvested after 20% (1,000 shares) vested on December 3, 2009 and 20% (1,000 shares) vested on December 3, 2008. | |
(11) | On April 8, 2009, pursuant to the 2007 Plan, 15,000 shares of restricted stock were awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates.(12) On November 1, 2007, pursuant to the 2007 Plan, 3,000 shares of restricted stock were awarded to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on November 1, 2007 and 20 percent (20%) to vest on each of the next four anniversary dates. 1,800 shares remain unvested after 20% (600 shares) vested on November 1, 2009 and 20% (600 shares) vested on November 1, 2008. | |
(13) | On April 8, 2009, pursuant to the 2007 Plan, 10,000 shares of restricted stock were awarded to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(14) | Amount calculated as follows: Closing Stock Price as of December 31, 2009 ($1.20) x Unvested Shares of Restricted Stock (20,000). | |
(15) | Amount calculated as follows: Closing Stock Price as of December 31, 2009 ($1.20) x Unvested Shares of Restricted Stock (3,000). | |
(16) | Amount calculated as follows: Closing Stock Price as of December 31, 2009 ($1.20) x Unvested Shares of Restricted Stock (15,000). | |
(17) | Amount calculated as follows: Closing Stock Price as of December 31, 2009 ($1.20) x Unvested Shares of Restricted Stock (1,800). | |
(18) | Amount calculated as follows: Closing Stock Price as of December 31, 2009 ($1.20) x Unvested Shares of Restricted Stock (10,000). |
OPTION EXERCISES AND STOCK VESTED | ||||||||||||||||
Option Awards | Stock Awards | |||||||||||||||
Number | Number | |||||||||||||||
of Shares | Value | of Shares | Value | |||||||||||||
Acquired | Realized | Acquired | Realized | |||||||||||||
on Exercise | on Exercise | on Vesting | on Vesting | |||||||||||||
Name | (#) | ($) | (#) | ($) | ||||||||||||
(a) | (b) | (c) | (d) | (e) | ||||||||||||
Jay S. Yoo |
| $ | | | $ | | ||||||||||
Brian E. Cho |
| $ | | 1,000 | (1) | $ | 1,210 | (2) | ||||||||
Jung Hak Son |
| $ | | 600 | $ | 918 | (3) | |||||||||
John Park |
| $ | | 1,000 | (4) | $ | 1,480 | (5) |
(1) | On December 3, 2007, pursuant to the 2007 Plan, 5,000 shares of restricted stock were awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on December 3, 2008 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(2) | Amount calculated as follows: Closing Stock Price as of December 3, 2009 ($1.21) x Shares of Restricted Stock That Vested (1,000). | |
(3) | Amount calculated as follows: Closing Stock Price as of October 30, 2009 ($1.53) x Shares of Restricted Stock That Vested (600). | |
(4) | On September 2, 2008, pursuant to the 2007 Plan, 5,000 shares of restricted stock were awarded to John Park with vesting as follows: 20 percent (20%) to vest on September 2, 2009 and 20 percent (20%) to vest on each of the next four anniversary dates. | |
(3) | Amount calculated as follows: Closing Stock Price as of September 2, 2009 ($1.48) x Shares of Restricted Stock That Vested (1,000). |
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Executive Benefits | ||||||||||||||||||||||||
and Payments | Voluntary | Without | Good Cause | Change in | ||||||||||||||||||||
Upon Termination(1) | Termination | Good Cause Termination | Termination | Control | Death | Disability | ||||||||||||||||||
Compensation: |
||||||||||||||||||||||||
Base Salary |
$ | 158,400 | (2) | $ | 158,400 | (2) | $ | | $ | 158,400 | (2) | $ | 158,400 | (2) | $ | 158,400 | (2) | |||||||
Restricted Stock |
$ | 24,000 | (6) | |||||||||||||||||||||
Benefits and Perquisites: |
||||||||||||||||||||||||
Life Insurance Benefits |
| | | | $ | 50,000 | (3) | | ||||||||||||||||
Disability Income |
| | | | | $ | 97,500 | (4) | ||||||||||||||||
Accrued Vacation Pay |
$ | 24,115 | (5) | $ | 24,115 | (5) | $ | 24,115 | (5) | $ | 24,115 | (5) | $ | 24,115 | (5) | $ | 24,115 | (5) | ||||||
Total |
$ | 182,515 | $ | 182,515 | $ | 24,115 | $ | 206,515 | $ | 232,515 | $ | 280,015 | ||||||||||||
(1) | Assumes the Chief Executive Officers date of termination is December 31, 2009 and the price per share of Hanmi Financials stock on the date of termination is $1.20 per share. | |
(2) | Amount represents total base salary to be paid to the Chief Executive Officer, which is base pay equal to six months or the remaining term of the Chief Executive Officers employment agreement, which ends on June 23, 2010, whichever is shorter. Amount is calculated as follows: $330,000 (Annual Base Salary) x 0.48 year (which is the remaining term of the Chief Executive Officers employment agreement) | |
(3) | Amount represents proceeds from life insurance policies. | |
(4) | Amount represents disability income to be paid to the Chief Executive Officer until he reaches age 65. | |
(5) | Amount represents cash lump-sum payment for unused vacation days as of termination date. | |
(6) | Based on the intrinsic values of equity awards that accelerate upon a change in control. For restricted stock awards, the intrinsic value is based upon the closing price of our common stock on December 31, 2009 ($1.20) |
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DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
Change in | ||||||||||||||||||||||||||||
Pension | ||||||||||||||||||||||||||||
Fees | Value and | |||||||||||||||||||||||||||
Earned | Non-Qualified | |||||||||||||||||||||||||||
or Paid | Stock | Option | Non-Equity | Deferred | All Other | |||||||||||||||||||||||
in Cash | Awards | Awards | Incentive Plan | Compensation | Compensation | |||||||||||||||||||||||
($) | ($) | ($) | Compensation | Earnings | ($) | Total | ||||||||||||||||||||||
Name | (1) (2) | (3) (4) (6) (7) | (3) (5) (6) (7) | ($) | ($) | (1) (8) | ($) | |||||||||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
Robert Abeles (8) |
$ | 12,900 | $ | | $ | | $ | | $ | | $ | 1,274 | $ | 14,174 | ||||||||||||||
I Joon Ahn |
$ | 64,200 | $ | 20,250 | $ | 12,306 | $ | | $ | | $ | 15,275 | $ | 112,031 | ||||||||||||||
John A. Hall |
$ | 66,350 | $ | 20,250 | $ | 12,306 | $ | | $ | | $ | | $ | 98,906 | ||||||||||||||
Paul Seon-Hong Kim |
$ | 63,700 | $ | 20,250 | $ | 12,306 | $ | | $ | | $ | 12,762 | $ | 109,018 | ||||||||||||||
Joon Hyung Lee |
$ | 66,850 | $ | 20,250 | $ | 12,306 | $ | | $ | | $ | 15,276 | $ | 114,682 | ||||||||||||||
Richard B. C. Lee (9) |
$ | 19,300 | $ | | $ | | $ | | $ | | $ | 295,612 | $ | 314,912 | ||||||||||||||
Charles Kwak (10) |
$ | 13,600 | $ | | $ | | $ | | $ | | $ | 3,822 | $ | 17,422 | ||||||||||||||
Joseph K. Rho |
$ | 83,000 | $ | 20,250 | $ | 12,306 | $ | | $ | | $ | 15,275 | $ | 130,831 | ||||||||||||||
William J. Stolte |
$ | 42,200 | $ | 23,550 | $ | 14,492 | $ | | $ | | $ | 478 | $ | 80,720 |
(1) | All cash compensation and perquisites paid to Directors are paid by Hanmi Bank, which is then reimbursed by Hanmi Financial. | |
(2) | Each Director who is not an employee of Hanmi Financial (an outside Director) is paid a monthly retainer fee of $3,000 and $1,000 monthly for attendance at Board of Directors meetings ($500 for telephonic attendance at Board meetings). In addition, the Chairman of the Board receives an additional $2,500 each month. The Audit Committee Chairman receives an additional $1,500 each month. The chairmen of the remaining committees receive an additional $750 each month, and committee members receive an additional $200 each month for attending committee meetings ($100 each month for telephonic attendance at committee meetings). | |
(3) | All equity awards are made by Hanmi Financial, are for shares of Hanmi Financials common stock, and are made pursuant to the 2007 Plan. |
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(4) | Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in columns (c) represent the applicable full grant date fair values of stock awards in accordance with FASB ASC Topic 718, excluding the effect for forfeitures. For further information, see Note 13 to Hanmi Financials audited financial statements for the year ended December 31, 2009 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010. | |
(5) | Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in columns (d) represent the applicable full grant date fair values of option awards in accordance with FASB ASC Topic 718, excluding the effect for forfeitures. For further information, see Note 13 to Hanmi Financials audited financial statements for the year ended December 31, 2009 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010. | |
(6) | Grants of Plan-Based Awards Directors are eligible to be granted stock options and restricted stock under the 2007 Plan. In 2009, outside Directors were granted the following stock options and restricted stock awards under the 2007 Plan: |
Exercise | Grant | |||||||||||||||
Restricted | or Base | Date Fair | ||||||||||||||
Stock | Price of | Value of | ||||||||||||||
and Option | Option | Stock and | ||||||||||||||
Grant | Awards | Awards(a) | Option | |||||||||||||
Name | Date | (#) | ($/Share) | Awards | ||||||||||||
I Joon Ahn |
04/08/09 | 20,000 | $ | 1.35 | $ | 12,306 | ||||||||||
04/08/09 | 15,000 | | $ | 20,250 | ||||||||||||
John A. Hall |
04/08/09 | 20,000 | $ | 1.35 | $ | 12,306 | ||||||||||
04/08/09 | 15,000 | | $ | 20,250 | ||||||||||||
Paul Seon-Hong Kim |
04/08/09 | 20,000 | $ | 1.35 | $ | 12,306 | ||||||||||
04/08/09 | 15,000 | | $ | 20,250 | ||||||||||||
Charles Kwak (10) |
07/01/09 | 20,000 | $ | 1.69 | $ | 17,220 | ||||||||||
07/01/09 | 15,000 | | $ | 25,350 | ||||||||||||
Joon Hyung Lee |
04/08/09 | 20,000 | $ | 1.35 | $ | 12,306 | ||||||||||
04/08/09 | 15,000 | | $ | 20,250 | ||||||||||||
Joseph K. Rho |
04/08/09 | 20,000 | $ | 1.35 | $ | 12,306 | ||||||||||
04/08/09 | 15,000 | | $ | 20,250 | ||||||||||||
William J. Stolte |
04/22/09 | 20,000 | $ | 1.57 | $ | 14,492 | ||||||||||
04/22/09 | 15,000 | | $ | 23,550 |
(7) | Outstanding Equity Awards at Fiscal Year-End The following table shows information as of December 31, 2009 for Hanmi Financials Directors concerning unexercised stock options: |
Number of | Number of | |||||||||||||||
Securities | Securities | |||||||||||||||
Underlying | Underlying | |||||||||||||||
Unexercised | Unexercised | Option | Option | |||||||||||||
Options (#) | Options (#) | Exercise | Expiration | |||||||||||||
Name | Exercisable | Unexercisable | Price ($) | Date | ||||||||||||
I Joon Ahn |
24,000 | (b) | | $ | 21.63 | 11/15/16 | ||||||||||
| 20,000 | (c) | $ | 1.35 | 04/08/19 | |||||||||||
John A. Hall |
| 20,000 | (c) | $ | 1.35 | 04/08/19 | ||||||||||
Paul Seon-Hong Kim |
| 20,000 | (c) | $ | 1.35 | 04/08/19 | ||||||||||
Joon Hyung Lee |
36,624 | (a) | | $ | 3.89 | 09/20/10 | ||||||||||
24,000 | (b) | | $ | 21.63 | 11/15/16 | |||||||||||
| 20,000 | (c) | $ | 1.35 | 04/08/19 | |||||||||||
Joseph K. Rho |
24,000 | (b) | | $ | 21.63 | 11/15/16 | ||||||||||
| 20,000 | (c) | $ | 1.35 | 04/08/19 | |||||||||||
William J. Stolte |
| 20,000 | (d) | $ | 1.57 | 04/22/19 |
(a) | On September 20, 2000, pursuant to the 2000 Plan, 91,560 stock options were granted to each Director with vesting as follows: 20 percent (20%) to vest on September 20, 2001 and 20 percent (20%) on each of the next four anniversary dates. | |
(b) | On November 15, 2006, pursuant to the 2000 Plan, 24,000 stock options were granted to each Director with vesting as follows: 33.33 percent (33.33%) to vest on November 15, 2007 and 33.33 percent (33.33%) on each of the next two anniversary dates. | |
(c) | On April 8, 2009, pursuant to the 2007 Plan, 20,000 stock options were granted to each Director with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent (20%) on each of the next four anniversary dates. | |
(d) | On April 22, 2009, pursuant to the 2007 Plan, 20,000 stock options were granted to Mr. Stolte with vesting as follows: 20 percent (20%) to vest on April 22, 2010 and 20 percent (20%) on each of the next four anniversary dates. |
15
(8) | The amounts in column (g) consist of: |
Present | ||||||||||||||||
Value of | Health | Life | Total | |||||||||||||
Termination | Insurance | Insurance | All Other | |||||||||||||
Name | Benefits(a) | Premiums | Premiums | Compensation | ||||||||||||
Robert Abeles (9) |
$ | | $ | 1,262 | $ | 12 | $ | 1,274 | ||||||||
I Joon Ahn |
$ | | $ | 15,138 | $ | 137 | $ | 15,275 | ||||||||
John A. Hall |
$ | | $ | | $ | | $ | | ||||||||
Paul Seon-Hong Kim |
$ | | $ | 12,615 | $ | 147 | $ | 12,762 | ||||||||
Joon Hyung Lee |
$ | | $ | 15,138 | $ | 138 | $ | 15,276 | ||||||||
Richard B. C. Lee (10) |
$ | 288,060 | $ | 7,484 | $ | 68 | $ | 295,612 | ||||||||
Charles Kwak (11) |
$ | | $ | 3,785 | $ | 37 | $ | 3,822 | ||||||||
Joseph K. Rho |
$ | | $ | 15,138 | $ | 137 | $ | 15,275 | ||||||||
William J. Stolte |
$ | | $ | 399 | $ | 79 | $ | 478 |
(9) | Former Director who resigned effective January 31, 2009. | |
(10) | Former Director who retired effective April 3, 2009. I n connection with his retirement, Mr. Lee and Hanmi Bank entered into a Severance and Release Agreement (the Severance Agreement). Pursuant to the Severance Agreement, among other things, Mr. Lee received a lump-sum payment of $180,000 upon his retirement. Mr. Lee also will receive current health insurance coverage for the next five years in which Hanmi Bank will continue to pay for medical, dental, and/or vision premiums with an aggregated estimated cost of $113,275. The present value of termination benefits is the amount accrued for those payments and is equal to the present value of the severance payments and premiums using a discount rate of 1.87 percent (1.87%). | |
(11) | Former Director who resigned effective September 28, 2009. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
16
COMMON STOCK BENEFICIALLY OWNED | ||||||||||||
Number | Percent of | |||||||||||
of | Shares | |||||||||||
Name and Address of Beneficial Owner | Shares | Outstanding | ||||||||||
Leading Investment & Securities Co., Ltd. |
(1) | 5,070,423 | 9.90 | % | ||||||||
GWI Enterprise Ltd. |
(2) | 5,018,706 | 9.80 | % | ||||||||
BlackRock, Inc. |
(3) | 3,027,299 | 5.91 | % | ||||||||
Joseph K. Rho, Chairman of the Board |
(4) (5) (6) | 1,637,838 | 3.20 | % | ||||||||
Joon Hyung Lee, Director |
(5) (7) | 1,220,677 | 2.38 | % | ||||||||
I Joon Ahn, Director |
(4) (5) (6) | 1,220,526 | 2.38 | % | ||||||||
Paul Seon-Hong Kim, Director |
(5)(8) | 130,862 | * | |||||||||
Jay S. Yoo, President and Chief Executive Officer, Director |
(5) (9) | 60,000 | * | |||||||||
Brian E. Cho, Executive Vice President and Chief Financial Officer |
(10) | 35,000 | * | |||||||||
Jung Hak Son, Senior Vice President and Chief Credit Officer |
(11) | 27,000 | * | |||||||||
John A. Hall, Director |
(5)(8) | 22,000 | * | |||||||||
William J. Stolte, Director |
(5)(8) | 20,000 | * | |||||||||
All Directors and Executive Officers as a Group (9 in Number) |
4,373,903 | 8.51 | % |
(1) | Based on a Schedule 13D filed on September 14, 2009 with the SEC under the Securities Exchange Act of 1934, as amended, by Leading Investment & Securities Co., Ltd (Leading). The address of Leading is W Savings Bank Building, 5th Floor, 90-7 Nonhyeon-Dong, Gangnam-Gu, Seoul 135-818, Korea. | |
(2) | Based on a Schedule 13D filed on March 17, 2010 with the SEC under the Securities Exchange Act of 1934, as amended, by Mu Hak You. Mu Hak Yous address is Kings Court, Bay Street, P.O. Box N-3944, Nassau, Bahamas C5 3944. | |
(3) | Based on a Schedule 13G filed on January 29, 2010 with the SEC under the Securities Exchange Act of 1934, as amended, by BlackRock, Inc. (BlackRock). The address of BlackRock is 40 East 52nd Street, New York, NY 10022. | |
(4) | Includes 24,000 options that are presently exercisable under the 2000 Plan and 4,000 options under the 2007 Plan that will become exercisable within 60 days. | |
(5) | Includes 15,000 shares of restricted stock. | |
(6) | Shares beneficial ownership with his spouse. | |
(7) | Includes 60,624 options that are presently exercisable under the 2000 Plan and 4,000 options under the 2007 Plan that will become exercisable within 60 days. | |
(8) | Includes 4,000 options under the 2007 Plan that will vest within 60 days. | |
(9) | Includes 35,000 options that are presently exercisable under the 2007 plan and 10,000 options under the 2007 Plan that will become exercisable within 60 days. | |
(10) | Includes 12,000 options that are presently exercisable under the 2007 Plan, 3,000 options under the 2007 Plan that will become exercisable within 60 days, and 18,000 shares of restricted stock | |
(11) | Includes 12,000 options that are presently exercisable under the 2000 Plan, 2,000 options under the 2007 Plan that will become exercisable within 60 days, and 11,800 shares of restricted stock. |
Number of Securities | ||||||||||||
Remaining Available for | ||||||||||||
Future Issuance Under | ||||||||||||
Number of Securities to be | Weighted-Average | Equity Compensation | ||||||||||
Issued Upon Exercise of | Exercise Price of | Plans (Excluding | ||||||||||
Outstanding Options, | Outstanding Options, | Securities | ||||||||||
Warrants and Rights | Warrants and Rights | Reflected in Column(a)) | ||||||||||
(a) | (b) | |||||||||||
Equity Compensation Plans
Approved By Security Holders |
1,180,358 | $ | 11.78 | 1,620,775 | ||||||||
Equity Compensation Plans Not
Approved By Security Holders |
| $ | | | ||||||||
Total Equity Compensation Plans |
1,180,358 | $ | 11.78 | 1,620,775 | ||||||||
17
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
Exhibit | ||
Number | Document | |
3.1
|
Amended and Restated Certificate of Incorporation of Hanmi Financial Corporation (1) | |
3.2
|
Certificate of Second Amendment of Certificate of Incorporation of Hanmi Financial Corporation (1) | |
3.3
|
Certificate of Third Amendment of Certificate of Incorporation of Hanmi Financial Corporation (2) | |
3.4
|
Amended and Restated Bylaws of Hanmi Financial Corporation (1) | |
3.5
|
Certificate of Amendment to Bylaws of Hanmi Financial Corporation dated November 21, 2007 (1) | |
3.6
|
Certificate of Amendment to Bylaws of Hanmi Financial Corporation dated October 14, 2009 (3) | |
4
|
Specimen stock certificate representing Hanmi Financial Corporation Common Stock (4) | |
10.1
|
Amended and Restated Trust Agreement of Hanmi Capital Trust I dated as of January 8, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (5) | |
10.2
|
Hanmi Capital Trust I Junior Subordinated Indenture dated as of January 8, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.1) (5) | |
10.3
|
Hanmi Capital Trust I Guarantee Agreement dated as of January 8, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (5) | |
10.4
|
Hanmi Capital Trust I Form of Common Securities Certificate (included as exhibit B to Exhibit 10.1) (5) | |
10.5
|
Hanmi Capital Trust I Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.1) (5) | |
10.6
|
Amended and Restated Trust Agreement of Hanmi Capital Trust II dated as of March 15, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (5) | |
10.7
|
Hanmi Capital Trust II Junior Subordinated Indenture dated as of March 15, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.6) (5) | |
10.8
|
Hanmi Capital Trust II Guarantee Agreement dated as of March 15, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (5) | |
10.9
|
Hanmi Capital Trust II Form of Common Securities Certificate (included as exhibit B to Exhibit 10.6) (5) | |
10.10
|
Hanmi Capital Trust II Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.6) (5) | |
10.11
|
Amended and Restated Trust Agreement of Hanmi Capital Trust III dated as of April 28, 2004 among Hanmi Financial Corporation, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, and the Administrative Trustees Named Therein (5) | |
10.12
|
Hanmi Capital Trust III Junior Subordinated Indenture dated as of April 28, 2004 entered into between Hanmi Financial Corporation and Deutsche Bank Trust Company Americas, as Trustee (included as exhibit D to Exhibit 10.11) (5) | |
10.13
|
Hanmi Capital Trust III Guarantee Agreement dated as of April 28, 2004 entered into between Hanmi Financial Corporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee (5) | |
10.14
|
Hanmi Capital Trust III Form of Common Securities Certificate (included as exhibit B to Exhibit 10.11) (5) | |
10.15
|
Hanmi Capital Trust III Form of Preferred Securities Certificate (included as exhibit C to Exhibit 10.11) (5) | |
10.16
|
Employment Agreement Between Hanmi Financial Corporation and Hanmi Bank, on the One Hand, and Jay S. Yoo, on the Other Hand, dated as of June 19, 2008 (6) | |
10.17
|
Hanmi Financial Corporation 2007 Equity Compensation Plan (7) | |
10.18
|
Hanmi Financial Corporation Year 2000 Stock Option Plan (8) | |
10.19
|
Form of Notice of Stock Option Grant and Agreement Pursuant to 2007 Equity Compensation Plan (1) | |
10.20
|
Form of Notice of Grant and Restricted Stock Agreement Pursuant to 2007 Equity Compensation Plan (1) | |
10.21
|
Employment Offer Letter with Brian E. Cho, executed November 1, 2007 (9) | |
10.22
|
Securities Purchase Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments & Securities Co., Ltd. (10) | |
10.23
|
Registration Rights Agreement, dated June 12, 2009, by and between Hanmi Financial Corporation and Leading Investments & Securities Co., Ltd. (10) | |
10.24
|
First Amendment to the Securities Purchase Agreement, dated July 31, 2009, by and between Hanmi Financial Corporation and Leading Investment & Securities Co., Ltd. (11) |
18
Exhibit | ||
Number | Document | |
10.25
|
Amended and Restated Term Sheet, dated September 14, 2009, by and among Hanmi Financial Corporation, Leading Investment & Securities Co., Ltd., and IWL Partners LLC (12) | |
10.26
|
Second Amendment to the Securities Purchase Agreement, dated September 28, 2009, by and between Hanmi Financial Corporation and Leading Investment & Securities Co., Ltd. (13) | |
10.27
|
First Amendment to the Amended and Restated Term Sheet, dated September 28, 2009, by and between Hanmi Financial Corporation, Leading Investment & Securities Co., Ltd., and IWL Partners, LLC (13) | |
10.28
|
Final Order, dated November 2, 2009, issued to Hanmi Bank by the California Department of Financial Institutions (14) | |
10.29
|
Written Agreement, dated November 2, 2009, by and between Hanmi Financial Corporation and Hanmi Bank, on one hand, and the Federal Reserve Bank of San Francisco, on the other hand (14) | |
14
|
Code of Ethics (15) | |
21
|
Subsidiaries of the Registrant (9) | |
23 *
|
Consent of KPMG LLP | |
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended | |
32.1 *
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 *
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(1) | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 13, 2009. | |
(2) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the SEC on August 11, 2009, as amended November 18, 2009. | |
(3) | Previously filed and incorporated by reference herein from Hanmi Financials Registration Statement on Form S-3 filed with the SEC on February 4, 2010. | |
(4) | Previously filed and incorporated by reference herein from Hanmi Financial Corporations Registration Statement on Form S-4 filed with the SEC on March 20, 2000. | |
(5) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 filed with the SEC on August 9, 2004. | |
(6) | Previously filed and incorporated by reference herein from Hanmi Financials Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 filed with the SEC on August 11, 2008. | |
(7) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on June 26, 2007. | |
(8) | Previously filed and incorporated by reference herein from Hanmi Financials Registration Statement on Form S-8 filed with the SEC on August 18, 2000. | |
(9) | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC on February 29, 2008. | |
(10) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on June 15, 2009. | |
(11) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on August 3, 2009. | |
(12) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on September 14, 2009. | |
(13) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on October 2, 2009. | |
(14) | Previously filed and incorporated by reference herein from Hanmi Financials Current Report on Form 8-K filed with the SEC on November 5, 2009. | |
(15) | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2004 filed with the SEC on March 16, 2005. | |
* | Previously filed and incorporated by reference herein from Hanmi Financials Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC on March 15, 2010. | |
| Constitutes a management contract or compensatory plan or arrangement. |
19
HANMI FINANCIAL CORPORATION |
||||
By: | /s/ Jay S. Yoo | |||
Jay S. Yoo | ||||
President and Chief Executive Officer | ||||
Date: | June 3, 2010 |
20