UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
(Amendment No. 2)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Fiscal Year Ended December 31, 2009
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period From
To
Commission File Number: 000-30421
HANMI FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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95-4788120
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(State or Other Jurisdiction of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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3660 Wilshire Boulevard, Penthouse Suite A
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Los Angeles, California
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90010
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(Address of Principal Executive Offices)
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(Zip Code)
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(213) 382-2200
(Registrants Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 Par Value
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NASDAQ Global Select Market
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Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes
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No
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Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the Registrant was required to submit and post such
files). Yes
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act.
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Large Accelerated Filer
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Accelerated Filer
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Non-Accelerated Filer
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Smaller Reporting Company
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
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As of June 30, 2009, the aggregate market value of the common stock held by
non-affiliates of the Registrant was approximately $80,729,000. For purposes of the foregoing
calculation only, in addition to affiliated companies, all directors and officers of the
Registrant have been deemed affiliates.
Number of shares of common stock of the Registrant outstanding as of March 1, 2010 was
51,182,390 shares.
Documents Incorporated By Reference Herein:
None.
Explanatory Statement to Form 10-K Amendment
The purpose of this Amendment No.2 on Annual Report on Form 10K/A is to amend Part III, Items 11
and 12 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was
filed with the Securities and Exchange Commission (the
SEC) on March 15, 2010 (the Original
Filing) as amended by Amendment No.1 to Form 10-K/A filed with
the SEC on
April 30, 2010, to correct certain
compensatory related disclosures contained in the Original Filing, as amended.
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended
(the Exchange Act), new certifications by our principal executive officer and financial officer
are filed as exhibits to this Annual Report on Form 10-K/A under Item 15 of Part IV hereof.
For purposes of this Annual Report on Form 10-K/A, and in accordance with Rule 12b-15 under the
Exchange Act, Items 11 and 12 of our Original Filing, as amended, have been amended and
restated in their entirety. Except as stated herein, this Form 10-K/A does not reflect events
occurring after the filing of the Original Filing and no attempt has been made in this Annual
Report on Form 10-K/A to modify or update other disclosures as presented in the Original Filing.
Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC
subsequent to the filing of the Original Filing.
HANMI FINANCIAL CORPORATION
ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
TABLE OF CONTENTS
PART III
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ITEM 11.
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EXECUTIVE COMPENSATION
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Compensation Discussion and Analysis
Overview
This Compensation Discussion and Analysis (CD&A) describes our compensation philosophy,
methodologies and our current practices with respect to the remuneration programs for the
individuals listed in the Summary Compensation Table (the Named Executive Officers). The
compensation programs of our Named Executive Officers are established, evaluated and maintained by
the Nominating and Corporate Governance and Compensation Committee (NCGC) of Hanmi Financials
Board of Directors. The NCGC is comprised entirely of outside Directors that satisfy the NASDAQ
listing requirements and relevant Internal Revenue Code and SEC regulations on independence.
Compensation Philosophy and Objectives
The objectives of Hanmi Financials compensation programs, including those of its banking
subsidiary, Hanmi Bank, is to attract and retain executive officers of high caliber and quality,
and to appropriate reward them for achievements towards promoting and furthering the business
objectives and performance, both for the short term and the long term. The compensation programs
of our Named Executive Officers are designed to provide incentive for good performance without
inducing them to take excessive risk. Another objective is to encourage on-going and continued
performance by offering long-term incentives, such as stock options, that align executive and
shareholders interest. In the end, the overriding goal is to maintain and promote shareholder
value.
Methodology for Establishing Compensation
To assist the NCGC Committee in its development of the compensation programs for the Named
Executive Officers, Hanmi Financials Human Resources Department gathers data from competing
financial institutions, through review of public information, such as proxy statements and salary
surveys. In addition to the market data gathered by the Human Resources Department, the NCGC
Committee also reviews and considers the Chief Executive Officers (the CEO) compensation
recommendations.
The survey data provides a broader representation of the compensation practices in the banking
industry. This data is used as reference point of the broader market. In establishing the target
compensation levels for the Named Executive Offers, the NCGC Committee relied upon benchmark data
from a peer group of three directly competing banks in the Los Angeles Korean American community
and two other additional Los Angeles banks (the Peer Group), as well as the salary survey
provided by the California Department of Financial Institutions. The banks included in the Peer
Group consisted of the following:
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Cathay Bancorp, Los Angeles, California
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Center Bank, Los Angeles, California
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First Regional Bancorp, Los Angeles, California
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Nara Bank, Los Angeles, California
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Wilshire State Bank, Los Angeles, California
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The Peer Group was selected to include banks comparable in size and the geography served to
that of Hanmi Financial. Due to the rapidly changing economic conditions and turbulence in the
financial industry, few financial institutions fit these criteria. Therefore, NCGC Committee
limited the Peer Group to the above five financial institutions.
Hanmi Financials NCGC Committee aims to target our Named Executive Officers compensation
package to be between 50
th
and 75
th
percentile of the market and the
Peer-Group data is used to provide an indication of market pay practices for this purpose and to
effectively provide data for subjective review and confirmation of the reasonableness of the
compensation paid to our Named Executive Officers. The Peer-Group data, in addition to the
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broader survey data, also provides the NCGC Committee with current information concerning
market pay practices with respect to the pay composition among base salaries, annual bonuses and
long-term incentives.
Although the decisions regarding the compensation levels are based on the information provided
from review of the Peer-Group data, the NCGC Committee also takes into account the prevailing
economic environment and the current financial condition of Hanmi Financial. The objective is to
establish compensation programs that are motivating but affordable, with the purpose of aligning
the interests of our Named Executive Officers with that of our shareholders.
Elements of the Compensation Program
The following describes the various components of the compensation mix that Hanmi Financial
provides to the Named Executive Officers, the objectives of each pay component, and how each
component is used to create a total competitive compensation package.
The NCGC Committee provides the Named Executive Officers with a compensation package that
includes annual base salary, short-term cash incentive compensation, long-term incentive awards,
deferred compensation, executive perquisites, and a broad-based benefits program.
Annual Base Salary
Annual base salaries are the fixed portion of the Named Executive Officers cash compensation
and are intended to reward the day-to-day aspects of their roles and responsibilities. The Named
Executive Officers annual salaries were set at the time they first joined the bank. The initial
salaries were established by taking into account several factors including, but not limited to, the
executives experience, responsibilities, management abilities, and job performance. Hanmi
Financial targets base salaries for its Named Executive Officers at market median. The NCGC
Committee believes that the fiscal year 2009 base salaries of Hanmi Financials Named Executive
Officers are competitive with companies of similar size. Pay adjustments are generally made
annually, after reviewing overall company performance, individual performance and the affordability
of the increase. In the past year, there were no salary adjustments. The CEOs annual adjustment
to base salary is incorporated in the Employment Agreement. The CEO is the only Named Executive
Officer who has an Employment Agreement with Hanmi. All other Named Executive Officers are
employed at-will.
Short-Term Cash Incentive Compensation
In accordance with Hanmi Financials compensation philosophy, a significant portion of the
Named Executive Officers compensation packages is based on individual performance and Hanmi
Financials performance. For each Named Executive Officer, target bonuses are stated as a
percentage of base salary. The annual bonus payable to the CEO is capped at 75% of his base
salary. The annual bonuses payable to the other Named Executive Officers are capped at 50% of
base salary. In evaluating the short-term performance of Hanmi Financial, both financial and
non-financial goals are utilized. The financial goals include return on average assets, pre-tax
earnings, average deposit growth, and earning per share growth. The non-financial goals include
leadership and management qualities, Board of Director relations, external relations, employee
relations, and certain knowledge and skills specific to daily operations.
The NCGC Committee reviews performance against agreed upon financial goals on an annual basis
to determine the short-term cash incentive compensation. In 2009, financial performance was
measured against Asset Quality, Liquidity, Capital Adequacy, Earnings and Balance Sheet
Deleveraging, weighted differently between the various components and also between executives.
There is also a qualitative factor assessing Leadership and Capability for each of the Named
Executive Officers. The NCGC Committee established no other performance goals for determining the
short-term cash incentive compensation and no performance-based, short-term cash incentive
compensation was paid for the Named Executive Officers in 2009. In 2009, the bank continued to
experience challenging economic conditions that adversely effected the banks performance; however,
it is important and necessary to recognize the contribution and leadership of our Named Executive
Officers in this turbulent economy. The individual performance of each Named Executive Officer is
discussed below.
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Long-Term Incentive Awards
Long-term incentive awards, such as stock options and restricted stock, are the third key
component of the Named Executive Officers total compensation package. The members of the NCGC
Committee believe that employee stock ownership is a significant incentive for the Named Executive
Officers to build stockholder wealth, and thereby aligning the interests of employees and
stockholders. The members of the NCGC Committee also believe that equity-based compensation
complements the short-term cash incentive compensation by forcing executives to recognize the
impact their short-term decisions might have on long-term outcomes. This compensation approach
limits an executives ability to reap short-term gains at the expense of Hanmi Financials
longevity. This is also an important tool in retaining Named Executive Officers, particularly
through less rewarding years.
Long-term incentive awards are granted to the Named Executive Officers pursuant to the 2007
[Stock Incentive] Plan (the 2007 Plan). The NCGC Committee has not established grant guidelines;
rather, the size, timing, and other material terms of the long-term incentive awards for the Named
Executive Officers are made at the discretion of the Board of Directors and the NCGC Committee.
Factors considered by the NCGC Committee and the Board of Directors include awards to industry
peers and each executives previous grant history. In April 2009, in accordance with the
Management Retention Program, developed partly in response to regulatory requirements, stock
options and stock grants were awarded to the Named Executive Officers and other senior managers, as
part of Hanmis Management Retention Plan. Stock Options and restricted stock grants awarded are
included in the Summary Compensation Table.
The NCGC Committee approves all awards under the 2007 Plan and acts as the administrator of
the 2007 Plan. Stock options granted under the 2007 Plan generally vest over a five-year period,
with 20 percent becoming exercisable (vesting) on each anniversary of the grant date. Due to the
terms of the CEOs Employee Agreement, his stock options and restricted stock grants become fully
vested in June 2010. All stock options are granted with a ten-year exercise term and have an
exercise price equal to the fair market value of Hanmi Financials common stock on the grant date.
Restricted stock granted under the 2007 Plan generally vests over a five-year period, with 20
percent becoming unrestricted on each anniversary of the grant date.
Deferred Compensation
Under Hanmi Financials Deferred Compensation Plan (DCP), the Named Executive Officers may
defer up to 100 percent (100%) of their base salary and up to 100 percent (100%) of their
short-term cash incentive compensation. The amounts deferred under the DCP are payable upon
termination or retirement under the distribution schedule elected by the participant. Taxes are
due upon distribution. The DCP is not exclusive to only the Named Executive Officers; all senior
management employees are eligible to participate in the DCP.
The DCP is intended to comply, both in form and operation, with the requirements of Internal
Revenue Code Section 409A and shall be limited, construed, and interpreted in accordance with such
intent. To the extent that any payment under the DCP is subject Section 409A, it is intended that
it be paid in a manner that shall comply with Section 409A, including the final regulations or any
other applicable guidance issued by the Secretary of the Treasury and the Internal Revenue Service
with respect thereto. In 2009, no Named Executive Officers participated in the DCP.
Executive Perquisites
The Named Executive Officers and other senior management employees receive the following
benefits in addition to their other compensation: gasoline card; cellular phone allowance; and
automobile allowance. Chief Executive Officer, Jay S. Yoo, also received a membership in
Mountain-Gate Country Club. These additional benefits and benefit levels of the Named Executive
Officers are detailed in the Summary Compensation Table
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Broad-Based Benefits Programs
The Named Executive Officers participate in the benefit programs that are available to all
full-time employees. These benefits include health, dental, vision, and life insurance, short-and
long-term disability
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insurance, healthcare reimbursement accounts, paid vacation, and contributions to a 401(k) profit
sharing retirement plan.
Change in Control Arrangements
The CEOs Employment Agreement contains a provision for severance pay of a period of six (6)
months or the remainder of his employment contract, whichever is less, in case of his involuntary
termination of employment without cause. This provision also would apply should there be a change
in control. The Chief Financial Officer and the Chief Credit Officer do not have any such
change-in-control arrangements.
Compensation Policy Risk Assessment
The NCGC Committee reviews the compensation of the Named Executive Officers, as well as the
overall compensation practices for the organization. Any performance incentive programs, awarding
of bonus payments, and the budgeting for annual salary adjustments are reviewed and approved by the
NCGC Committee before being presented to the full board of directors for ratification. An
important aspect of the review is an assessment of whether the programs in any way encourage the
Named Executive Officers or any other employee of Hanmi Financial to take unacceptable risk, in the
short term and for the long term.
In 2009, the Officers Incentive Compensation Program was suspended and bonuses, usually paid
in July and December, were not paid.
Named Executive Officers Compensation
The Chief Executive Officer meets with the NCGC Committee to review the Chief Executive
Officers compensation recommendation for the other Named Executive Officers. No adjustments were
made in 2009 for any of the Named Executive Officers as a result of the unprecedented decline in
the economy and concurrent deterioration in the Companys performance.
Employment Agreement with Chief Executive Officer, Jay S. Yoo
Jay S. Yoo joined Hanmi Financial and Hanmi Bank as President and Chief Executive Officer as
of June 23, 2008. His Employment Agreement, effective June 23, 2008, has a two-year initial term,
with an option to renew for an additional three years at the discretion of the Board of Directors
of Hanmi Financial, and provides for a yearly base salary of $330,000, with a target bonus of up to
seventyfive percent (75%) of his annual base salary. Per the Employment Agreement, Mr. Yoos
annual base salary was to be increased by $10,000 in June 2009. Mr. Yoo voluntarily relinquished
the increase in base salary and the Board of Directors accepted his request as a well intentioned
gesture towards the staff who did not receive a base salary adjustment in 2009.
Mr. Yoos bonus, which is to be paid in cash, is dependent on the attainment of certain
financial goals set by the Board of Directors. The financial goals have been discussed and set in
early 2009, and based on the defined goals, Hanmi Financial paid no bonus to Mr. Yoo.
In addition, Under Mr. Yoos Employment Agreement, he is entitled to the use of a company car,
a bank issued cellular telephone, membership in a business club and golf country club, and payment
of reasonable business related expenses. His Employment Agreement also calls for the granting of
the option to purchase 70,000 shares of Hanmi Financial stock. The terms of the stock options are
subject to the terms and conditions set forth in the 2007 Plan. The options vest in equal
installments over two years starting one year after the date of the grant.
Compensation for Chief Financial Officer, Brian Cho
Brian E. Cho, Executive Vice President & Chief Financial Officer joined the organization in
December 2007. He does not have an employment agreement and his employment is at-will. Per his
employment letter executed November 1, 2007, his annual base salary is $270,000 and he is eligible
to receive incentive cash compensation of up to fifty percent of his annual base salary.
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In 2009, he received an annual base salary of $270,000, as well as an auto allowance of $700
per month, a cell phone allowance of $100 per month, a gas card, and other general benefits
afforded to all employees.
Compensation for Chief Credit Officer, John Park
Mr. John Park was hired on September 2, 2008 as an Executive Vice President and the Chief
Credit Officer. Per his employment offer letter, dated August 13, 2008, Mr. Parks annual base
salary was $210,000, plus an annual bonus of up to fifty percent (50%) of his base salary. Upon
his hiring, Mr. Park was granted an option to purchase 30,000 shares of common stock. He also
received 5,000 shares in restricted stock grants at that same time. Both the stock options and the
restricted stock grants are subject to the terms and conditions set forth in the 2007 Plan and vest
over five years, starting one year after the date of the grant.
Mr. Park also was entitled to an automobile allowance of $700 per month, reimbursement of cell
phone expenses of $100 per month, and other general benefits afforded to all employees.
Mr. Park passed away in October 2009. Hanmi Financial paid his estate all accrued salary, pay
for vacation accrued and not used. Mr. Parks estate also received $50,000 from his life insurance
company.
Compensation for Interim Chief Credit Officer, Jung Hak Son
Mr. Jung Hak Son served as Senior Vice President and District Leader for the past 4 years and
was promoted to the position of Interim Chief Credit Officer on October 21, 2009. His employment
is at-will and there is no employment agreement between the bank and Mr. Son. His compensation
package was not changed at the time of appointment to the Interim Chief Credit Officer position.
His compensation at the time of his appointment included a base salary of $180,000, plus a bonus of
up to forty percent of his base salary. The bonus payable to Mr. Son is wholly dependent on the
banks performance and his individual performance. He is also entitled to an auto allowance of
$700 per month, a $100 per month cell phone allowance, and other general benefits afforded to all
employees.
On December 23, 2009, he was appointed as the permanent Chief Credit Officer, pending
regulatory approval. At that time, his compensation package was revised. His new annual base
salary was increased to $210,000. All other benefits remain the same.
Administrative Policies and Practices
To evaluate and administer the compensation programs of the Named Executive Officers, the NCGC
Committee meets regularly, at least four times a year. In addition, the NCGC Committee also holds
special meetings to discuss extraordinary items, such as the appointment of the Interim Chief
Credit Officer in October 2009. At the end of a meeting, the NCGC Committee may choose to meet in
executive session, when necessary. In 2009, the NCGC Committee met 16 times.
Stock Ownership Guidelines
The NCGC Committee has not implemented stock ownership guidelines for the Named Executive
Officers; however, the NCGC Committee continues to periodically review best practices and
re-evaluate whether stock ownership guidelines are consistent with Hanmi Financials compensation
philosophy and with stockholders interests.
Tax Deductibility of Executive Officer Compensation
Internal Revenue Code Section 162(m) precludes a public corporation from taking a deduction
for compensation in excess of $1 million for its chief executive officer or any of its three other
highest paid executive officers (excluding the chief financial officer), unless certain specific
and detailed criteria are satisfied. However, performance-based compensation that has been
approved by stockholders is excluded from the $1 million limit. Hanmi Financial complies with the
requirements of Section 162(m). Accordingly, all grants made under the 2007
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Plan in fiscal year 2009 comply with Section 162(m) The NCGC Committee will continue to carefully
consider the impact of Section 162(m) in determining the appropriate pay mix and compensation
levels for the Named Executive Officers.
Compensation Committee Report
The following Compensation Committee Report should not be deemed filed or incorporated by
reference into any other document, including Hanmi Financials filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this Report into any such filing by reference.
The NCGC Committee has reviewed and discussed the Compensation Discussion and Analysis
required by Item 401(b) of Regulation S-K with management and, based on such review and
discussions, the NCGC Committee recommended to the Board of Directors of Hanmi Financial that the
Compensation Discussion and Analysis be included in this Form 10-K report. In addition, the NCGC
Committee certifies that:
It has reviewed with the senior risk officer the employee compensation plans and has made all
reasonable efforts to limit any unnecessary risks these plans pose to Hanmi Financial; and
It has reviewed the employee compensation plans to eliminate any features of these plans that
would encourage the manipulation of reported earnings of Hanmi Financial to enhance the
compensation of any employee.
The NCGC Committee Report
The NCGC Committee has reviewed and discussed the Nominating, Corporate Governance and
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management,
and, based on such review and discussions, the NCGC Committee recommended to the Board of Directors
that the Compensation Discussion and Analysis be included in this Annual Report on Form 10K/A.
THE NCGC Committee
Joon H. Lee (Chairman)
I Joon Ahn
John Hall
Paul Seon-Hong Kim
Joseph K. Rho
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Summary Compensation Table
The following table summarizes the total compensation paid or earned by the Named Executive
Officers for the fiscal years ended December 31, 2009, 2008 and 2007. Only one of our current Named
Executive Officers was employed by us in 2007.
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SUMMARY COMPENSATION TABLE
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Change in
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Pension
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Value and
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Non-Qualified
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Stock
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Option
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Non-Equity
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Deferred
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All Other
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Salary
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Bonus
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Awards
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Awards
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Incentive Plan
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Compensation
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Compensation
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Name and
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(1)
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(1) (5)
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(2) (3)
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(2) (4)
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Compensation
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Earnings
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(1)
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Total
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Principal Position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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(a)
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(b)
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(c)
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(d)
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(e)
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(f)
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(g)
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(h)
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(i)
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(j)
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Jay S. Yoo,
President,
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2009
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$
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326,192
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$
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$
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27,000
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$
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30,765
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$
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$
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$
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63,668
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(6)
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$
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447,625
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Chief Executive Officer
and Director
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2008
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$
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172,404
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$
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$
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$
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87,619
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$
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$
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$
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49,722
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(6)
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$
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309,745
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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.
|
9
|
|
|
(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; $412 for 2008) such as cellular
phone allowance, gasoline card, meal allowance and Holiday gift cards.
|
|
(10)
|
|
Mr. Park passed away on October 14, 2009.
|
Grants of Plan-Based Awards
The following table complements the
Summary Compensation Table
disclosure of the grant date
fair value of stock and option awards granted to Hanmi Financials Named Executive Officers during
the fiscal year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GRANTS OF PLAN-BASED AWARDS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Exercise
|
|
|
Grant
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
Estimated Future Payouts
|
|
|
Awards:
|
|
|
Awards:
|
|
|
or Base
|
|
|
Date Fair
|
|
|
|
|
|
|
|
|
|
|
|
Under Non-Equity
|
|
|
|
|
|
|
Under Equity Incentive
|
|
|
Number of
|
|
|
Number of
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
|
Incentive Plan Awards
(1)
|
|
|
Plan Awards
|
|
|
Shares of
|
|
|
Securities
|
|
|
Option
|
|
|
Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Stock or
|
|
|
Underlying
|
|
|
Awards
(1)
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
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.
|
Outstanding Equity Awards at Fiscal Year-End
In 2000, the Companys Board of Directors adopted the Hanmi Financial Year 2000 Stock Option
Plan (2000 Stock Option Plan) which was approved by shareholders in May 2000. The purpose of the
2000 Stock Option Plan is to enable the Company to attract, retain and motivate officers,
directors, and employees by providing for or increasing their proprietary interests in the Company
and, in the case of non-employee directors, to attract such directors and further align their
interests with those of the Companys shareholders by providing or increasing their proprietary
interests in the Company. The maximum number of shares of the Companys common stock that may be
issued pursuant to options granted under the 2000 Plan is 977,399 (subject to adjustment to prevent
dilution). 2,101,926 shares were previously issued under the 2000 Stock Option Plan and there are
804,358 number of current outstanding options under the 2000 Stock Option Plan. Options are no
longer being issued under the 2000 Stock Option Plan.
In 2007, our Board of Directors adopted the Hanmi Financial Corporation 2007 Equity
Compensation Plan (the 2007 Plan). A key objective of the 2007 Plan is to provide more
flexibility in the types of equity incentives that may be offered to employees, consultants and
non-employee directors. The 2007 Plan provides for several different types of equity awards in
addition to stock options and restricted stock awards. Stock options granted under the 2007 Plan
generally vest over a five-year period, with 20 percent becoming exercisable 12 months following
the grant date, and 20 percent thereafter on each anniversary of the grant date. All stock options
are granted with a ten-year exercise term and have an exercise price equal to the fair market value
of Hanmi Financials common stock on the date of grant. Restricted stock granted under the 2007
Plan also generally vest over a five-year
10
period, with 20 percent becoming unrestricted 12 months following the grant date, and 20 percent
thereafter on each anniversary of the grant date.
The 2007 Plan provides Hanmi Financial flexibility to (i) attract and retain qualified
non-employee directors, executives and other key employees and consultants with appropriate
equity-based awards, (ii) motivate high levels of performance, (iii) recognize employee
contributions to Hanmi Financials success, and (iv) align the interests of plan participants with
those of Hanmi Financials stockholders. In addition, the Board believes a robust equity
compensation program is necessary to provide Hanmi Financial with flexibility in negotiating
strategic acquisitions and other business relationships to further expand and grow our business.
The maximum number of shares of the Companys common stock that may be issued pursuant to options
granted under the 2007 Plan is 3,000,000. 542,667 shares were previously issued under the 2007
Plan and there are 376,000 number of current outstanding options under the 2007 Plan.
The following table shows information as of December 31, 2009, for Hanmi Financials Named
Executive Officers concerning unexercised options, stock that has not vested, and Equity Incentive
Plan Awards.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
|
11
|
|
|
(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 ($1.20) x Unvested Shares of Restricted Stock (10,000).
|
Option Exercises and Stock Vested
The following table shows information for amounts received upon exercise of options or vesting
of stock by Hanmi Financials Named Executive Officers during the fiscal year ended December 31,
2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTION EXERCISES AND STOCK VESTED
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Number
|
|
|
|
|
|
Number
|
|
|
|
|
of Shares
|
|
Value
|
|
of Shares
|
|
Value
|
|
|
Acquired
|
|
Realized
|
|
Acquired
|
|
Realized
|
|
|
on Exercise
|
|
on Exercise
|
|
on Vesting
|
|
on Vesting
|
Name
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
(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).
|
Non-Qualified Deferred Compensation Plan
Hanmi Financials DCP is an unfunded, unsecured deferred compensation plan. The DCP
allows participants to defer all or a portion of their base salary and/or annual bonus.
During 2009 none of the Named Executive Officers participated in the DCP.
Potential Payments Upon Termination or Change In Control
Hanmi Financial has entered into an employment agreement with its Chief Executive Officer that
will require Hanmi Financial to provide compensation to the Chief Executive Officer in the event of
a termination of employment or a change in control of Hanmi Financial. The amount of compensation
payable to the Chief Executive Officer in each situation is listed in the tables below.
12
The following table describes the potential payments upon termination or a change in control
of Hanmi Financial for Mr. Jay S. Yoo:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
)
|
Below is a description of the assumptions that were used in creating the table above.
The descriptions of the payments below are applicable only to the Chief Executive Officers
potential payments upon termination or change in control. For the other Named Executive Officers,
any potential payments upon termination or change in control would be the same as those generally
available to all employees except with respect to accelerated vesting on restricted stock. Based
on the intrinsic value of the restricted stock that accelerates upon a change in control which, in
the case of restricted stock, is the closing price of our common stock on December 31, 2009 ($1.20
per share), the value of Mr. Chos restricted stock that would vest in the event of a change in
control is $21,600 and the value of Mr. Sons restricted stock that would vest in the event of a
change in control is $14,160. Mr. Parks employment terminated in October 2009 upon his death.
Voluntary Termination
At any time after the commencement of employment, Mr. Yoo, our Chief Executive Officer, may
terminate his employment agreement. If he voluntarily resigns or otherwise terminates his
employment, including as a result of a change in control, death or disability, then he is entitled
to receive base salary equal to six months or the remaining term of his employment agreement, which
ends on June 23, 2010, whichever is shorter. The unvested portion of any outstanding stock option
shall terminate immediately.
Without Good Cause Termination
Hanmi Financial may terminate Mr. Yoos employment agreement without a showing of good
cause. If Hanmi Financial terminates Mr. Yoos employment agreement without good cause,
including upon a change in control, subject to Mr. Yoos execution of an effective general release
of claims and his continuing compliance with the covenants set forth in his employment agreement,
Mr. Yoo shall receive an amount equal to his base salary for six months or the remaining term of
his employment agreement, which ends on June 23, 2010, whichever is shorter. The unvested portion
of any stock options and restrictive stock shall terminate immediately.
13
Good Cause Termination
Hanmi Financial may terminate Mr. Yoos Employment Agreement for good cause, which shall
mean: (1) Mr. Yoo is negligent in the performance of his material duties or engages in misconduct
(i.e., the intentional or negligent violation of any state or federal banking law or regulation, or
Hanmi Financials employment policies, including but not limited to policies regarding honesty,
conflict of interest, policies against discrimination, and/or employee leave policies); or (2) Mr.
Yoo is convicted of or pleads guilty or nolo contendere to any felony, or is convicted of or pleads
guilty or nolo contendere to any misdemeanor involving moral turpitude; or (3) Hanmi Financial is
required to remove or replace Mr. Yoo by formal order or formal or informal instruction, including
a requested consent order or agreement, from the Comptroller or Federal Deposit Insurance
Corporation (FDIC) or any other regulatory authority having jurisdiction; or (4) Mr. Yoo engages
in any willful breach of duty during the course of his employment, or habitually neglects his
duties or has a continued incapacity to perform; or (5) Mr. Yoo fails to follow any written policy
of the Board of Directors or any resolutions of the Board of Directors adopted at a duly called
meeting intentionally and in a material way; or (6) Mr. Yoo engages in any activity that materially
adversely affects Hanmi Financials reputation in the community, provided, at the time of engaging
in such activity, Mr. Yoo knew or should have known that such activity would materially adversely
affect Hanmi Financials reputation in the community; or (7) Hanmi Bank receives a Section 8(a)
Order from the FDIC or a Section 8(b) Order from the FDIC; or (8) Hanmi Bank receives a cease or
desist order from the California Department of Financial Institutions that is attributable to the
act or omission of Mr. Yoo in any material respect. In the event of a termination for good cause,
as enumerated above, Mr. Yoo shall have no right to any compensation not otherwise expressly
provided for in the employment agreement.
Other Executives
.
Hanmi Financial does not have an employment agreement with any other executives. Because
other executives employment is at-will, Hanmi Financial does not owe any compensation to other
executives in the event of a termination of employment or a change in control of Hanmi Financial
other than accrued salary and accrued vacation not used.
Director Compensation
The following table sets forth certain information regarding compensation paid to persons who
served as outside Directors of Hanmi Financial for the fiscal year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 ($100 each month for telephonic attendance at committee meetings).
|
|
(3)
|
|
All equity awards are made by Hanmi Financial, are for shares of Hanmi Financials
common stock, and are made pursuant to the 2007 Plan.
|
14
|
|
|
(4)
|
|
Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in
columns (c) represent the applicable full grant date fair values of stock awards in accordance
with FASB ASC Topic 718, excluding the effect for forfeitures. For further information, see
Note 13 to Hanmi Financials audited financial statements for the year ended December 31, 2009
included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 15, 2010.
|
|
(5)
|
|
Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in
columns (d) represent the applicable full grant date fair values of option awards in
accordance with FASB ASC Topic 718, excluding the effect for forfeitures. For further
information, see Note 13 to Hanmi Financials audited financial statements for the year ended
December 31, 2009 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC
on March 15, 2010.
|
|
(6)
|
|
Grants of Plan-Based Awards
Directors are eligible to be granted stock options and
restricted stock under the 2007 Plan. In 2009, outside Directors were granted the following
stock options and restricted stock awards under the 2007 Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise
|
|
Grant
|
|
|
|
|
|
|
Restricted
|
|
or Base
|
|
Date Fair
|
|
|
|
|
|
|
Stock
|
|
Price of
|
|
Value of
|
|
|
|
|
|
|
and Option
|
|
Option
|
|
Stock and
|
|
|
Grant
|
|
Awards
|
|
Awards
(a)
|
|
Option
|
Name
|
|
Date
|
|
(#)
|
|
($/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.
|
NCGC Committee Interlocks and Insider Participation
Joon H. Lee, I Joon Ahn, John Hall, Paul Seon-Hong Kim, Joseph K. Rho served as members of the
NCGC Committee during the last completed fiscal year. No member of the NCGC Committee was an
officer or employee of Hanmi Financial or Hanmi Bank during the fiscal year ended December 31, 2009
or at any prior time. No member of the NCGC Committee is or was on the compensation committee of
any other entity whose officers served either on the Board of Directors or on the NCGC Committee of
Hanmi Financial.
|
|
|
ITEM 12.
|
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
|
BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information pertaining to beneficial ownership (as defined
below) of Hanmi Financials common stock, by (i) individuals or entities known to Hanmi Financial
to own more than five percent (5%) of the outstanding shares of Hanmi Financials common stock,
(ii) each Director and nominee for election, (iii) the Named Executive Officers, and (iv) all
Directors and executive officers of Hanmi Financial as a group. The information contained herein
has been obtained from Hanmi Financials records and from information furnished to Hanmi Financial
by each individual or entity. Management knows of no other person who owns, beneficially or of
record, either individually or with associates, more than five percent (5%) of Hanmi Financials
common stock.
The number of shares beneficially owned by a given stockholder is determined under SEC
Rules, and the designation of ownership set forth below is not necessarily indicative of ownership
for any other purpose. In general, the beneficial ownership as set forth below includes shares
over which a Director, Director nominee, principal stockholder, or executive officer has sole or
shared voting or investment power and certain shares which such person has a vested right to
acquire, under stock options or otherwise, within 60 days of the date hereof. Except as otherwise
indicated, the address for each of the following persons is Hanmi Financials address. Unless
otherwise noted, the address for each stockholder listed on the Common Stock Beneficially Owned
table below is: c/o Hanmi Financial Corporation, 3660 Wilshire Boulevard, Penthouse Suite A, Los
Angeles, California 90010. The following information is as of February 19, 2010.
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, 5
th
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.
|
Securities Authorized for Issuance Under Equity Compensation Plans
The following table summarizes information as of December 31, 2009 relating to equity
compensation plans of Hanmi Financial pursuant to which grants of options, restricted stock awards
or other rights to acquire shares may be granted from time to time.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
PART IV
|
|
|
ITEM 15.
|
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
EXHIBIT INDEX
|
|
|
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 INDEX
(Continued)
|
|
|
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
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
HANMI FINANCIAL CORPORATION
|
|
|
By:
|
/s/ Jay S. Yoo
|
|
|
|
Jay S. Yoo
|
|
|
|
President and Chief Executive Officer
|
|
|
|
Date:
|
June 3, 2010
|
|
20
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