UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. _______)
Filed
by
the Registrant
þ
Filed
by
a Party other than the Registrant
¨
Check
the
appropriate box:
¨
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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þ
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to § 240.14a-11(c) or §
240.14a-12
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WILSHIRE
BANCORP, INC
.
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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_________________________________________________________________________
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2)
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Aggregate
number of securities to which transaction
applies:
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_________________________________________________________________________
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3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
___________________________________________________________________________________
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4)
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Proposed
maximum aggregate value of
transaction:
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_________________________________________________________________________
_________________________________________________________________________
¨
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Fee
paid previously by written preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
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1)
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Amount
Previously Paid:
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_________________________________________________________________________
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2)
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Form
Schedule or Registration Statement
No.:
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_________________________________________________________________________
_________________________________________________________________________
_________________________________________________________________________
3200
Wilshire Blvd.
Los
Angeles, California 90010
(213)
387-3200
May
09, 2008
To
the
Shareholders of Wilshire Bancorp, Inc.:
It
is
with great pleasure that I extend a cordial invitation to attend the 2008 Annual
Meeting of Shareholders of Wilshire Bancorp, Inc. to be held on June 11, 2008
at
10:00 a.m., local time, at the Oxford Palace Hotel, 745 South Oxford Avenue,
Los
Angeles, California 90005.
Details
of the business to be conducted at the meeting are given in the attached Notice
of Annual Meeting of Shareholders and the attached Proxy Statement.
Your
vote
is important. Whether or not you plan to attend the meeting, please complete,
sign, date and return the accompanying proxy card in the enclosed postage-paid
envelope. Returning the proxy does NOT deprive you of your right to attend
the
meeting and to vote your shares in person for the matters acted upon at the
meeting.
We
look
forward to seeing you at the Annual Meeting.
Very
truly yours,
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/s/
Joanne Kim
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Joanne
Kim
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President
and Chief Executive Officer
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Wilshire
Bancorp, Inc.
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3200
Wilshire Blvd.
Los
Angeles, California 90010
(213)
387-3200
May
09 2008
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
Be Held on June 11, 2008
The
2008
Annual Meeting of Shareholders of Wilshire Bancorp, Inc. will be held on June
11, 2008 at 10:00 a.m., local time, at the Oxford Palace Hotel, 745 South Oxford
Avenue, Los Angeles, California 90005, for the following purposes:
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1.
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The
election of four directors assigned to Class I of the Board of Directors
of Wilshire Bancorp for three year terms expiring at the 2011 Annual
Meeting of Shareholders or until their successors are duly elected
and
qualified;
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2.
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The
approval and adoption of the Wilshire Bancorp, Inc., 2008 Stock Incentive
Plan;
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3.
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To
consider a shareholder proposal regarding the classification of our
board
of directors that may be presented at the meeting;
and
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4.
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To
transact such other business that may properly come before the Annual
Meeting or any adjournment or postponement
thereof.
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Our
Board
of Directors has fixed the close of business on April 14, 2008 as the record
date for the determination of the shareholders entitled to notice of, and to
vote at, the Annual Meeting. Each share of Wilshire Bancorp common stock is
entitled to one vote on all matters presented at the Annual Meeting.
Your
vote is important
.
Whether
or not you expect to attend the Annual Meeting in person,
please
vote by completing, signing and dating the enclosed proxy card and returning
it
promptly in the postage-paid reply envelope provided
.
The
proxy is revocable by you at any time prior to its use at the Annual Meeting.
If
you are a holder of record, you may also cast your vote in person at the Annual
Meeting. If you receive more than one proxy card because your shares are
registered in different names or addresses, each proxy card should be signed
and
returned to ensure that all your shares will be voted at the Annual Meeting.
If
your shares are held at a brokerage firm or a bank, you must provide them with
instructions on how to vote your shares.
By
Order of the Board of Directors
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/s/
Joanne Kim
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Joanne
Kim
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President
and Chief Executive Officer
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Wilshire
Bancorp, Inc.
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Los
Angeles, California
May
09,
2008
TABLE
OF CONTENTS
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Page
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SCHEDULE
14A
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1
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ABOUT
THE ANNUAL MEETING
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1
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PROPOSAL
NO. 1 ELECTION OF DIRECTORS
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5
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General
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5
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Business
Experience of Nominees
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5
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Vote
Required
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6
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Board
Recommendation
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6
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Other
Directors and Executive Officers
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6
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CORPORATE
GOVERNANCE PRINCIPLES AND BOARD MATTERS
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8
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Board
Independence
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8
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Director
Qualifications
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8
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Independent
Director Meetings
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8
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Shareholder
Communications with Our Board of Directors
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8
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Board
Committees Composition
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8
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Committees
of Wilshire Bancorp
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9
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Audit
Committee
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9
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Human
Resources Committee
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10
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Nominations
and Corporate Governance Committee
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10
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REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
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11
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PRINCIPAL
AUDITOR FEES AND SERVICES
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12
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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13
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COMPENSATION
DISCUSSION & ANALYSIS
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14
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Executive
Officer Compensation Program
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15
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Compensation
Program Philosophy
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15
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Compensation
Program Objectives and Rewards
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15
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Compensation
Program Oversight and Implementation
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15
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Review
of Named Executive Officers Performance
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16
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Role
of Named Executive Officers in Compensation Decisions
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16
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Peer
Group and Compensation Targets
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17
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Compensation
Program Elements for 2007
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17
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Base
Salaries
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18
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Incentive
Bonus Payments
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18
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Long-term
Incentive Through Equity Grants
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18
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Health
and Welfare Benefits
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19
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Survivor
Income Agreements; Bank-Owned Life Insurance Policies
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19
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Tax
Implications of Executive Compensation
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20
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Severance
Plan
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20
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Employment
Agreement
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21
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EXECUTIVE
COMPENSATION – SUMMARY TABLE
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21
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Grant
of Plan-Based Awards
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22
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Outstanding
Equity Awards at Fiscal Year End
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22
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Option
Exercises and Stock Vested
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23
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Pension
Benefits
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24
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Non-Qualified
Deferred Compensation
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24
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DIRECTOR
COMPENSATION
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24
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Cash
Compensation Paid to Board Members
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24
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HUMAN
RESOURCES COMMITTEE REPORT
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25
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HUMAN
RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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26
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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26
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Section
16(a) Beneficial Ownership Reporting Compliance
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26
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PROPOSAL
NO. 2
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27
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APPROVAL
OF 2008 STOCK INCENTIVE PLAN
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27
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Why
We Are Asking for Stockholder Approval
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27
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If
We Do Not Receive Stockholder Approval, We Will Not Implement the
2008
Stock Incentive Plan
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27
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Purpose
of the 2008 Stock Incentive Plan
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27
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Description
of the 2008 Stock Incentive Plan
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27
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Termination
or Amendment of the Equity Incentive Plan
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29
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Federal
Income Tax Consequences
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29
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Vote
Required
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30
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Board
Recommendation
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30
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PROPOSAL
NO. 3 SHAREHOLDER PROPOSAL
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30
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Shareholder
Resolution
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31
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Shareholder
Supporting Statement
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31
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Board
of Directors Statement in Opposition
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31
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OTHER
MATTERS
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33
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SHAREHOLDER
DIRECTOR NOMINATIONS AND OTHER PROPOSALS FOR THE NEXT ANNUAL MEETING
OF
SHAREHOLDERS
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33
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Consideration
of Director Nominees
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33
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Consideration
of Other Shareholder Proposals
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34
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NO
INCORPORATION BY REFERENCE OF CERTAIN PORTIONS OF THIS PROXY
STATEMENT
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34
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APPROVAL
OF THE BOARD OF DIRECTORS
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35
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PROXY
STATEMENT
FOR
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON
June
11, 2008
We
are
providing these proxy materials in connection with Wilshire Bancorp’s 2008
Annual Meeting of Shareholders. This proxy statement and the accompanying proxy
card were first mailed to the shareholders on or about May 09, 2008. This proxy
statement contains important information for you to consider when deciding
how
to vote on the matters brought before the Annual Meeting. Please read it
carefully.
ABOUT
THE ANNUAL MEETING
Q:
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Who
is soliciting my vote?
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A:
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The
Board of Directors of Wilshire Bancorp is soliciting your vote at
the 2008
Annual Meeting of Shareholders.
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Q:
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What
is the purpose of the Annual
Meeting?
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A:
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You
will be voting on (i) the election of four directors assigned to
Class I
of the Board of Directors; (ii) a proposal to approve and adopt the
Wilshire Bancorp, Inc., 2008 Stock Incentive Plan, or the “2008 Stock
Incentive Plan;” and (iii) a shareholder proposal that may be presented at
the annual meeting. We will also consider any other business that
may
properly come before the meeting.
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We
do not know of any other business to be presented at the annual meeting.
Applicable rules and regulations provide that the person designated
as
proxy may vote in his or her discretion with respect to items of
business
with respect to which Wilshire did not have notice prior to March
16,
2008.
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Q:
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What
are the Board of Director’s
recommendations?
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A:
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The
Board of Directors recommends a
vote:
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For
the
election of the four nominees for directors assigned to Class I of the Board
of
Directors;
For
the
approval of the 2008 Stock Incentive Plan; and
Against
the
shareholder proposal that may be presented at the annual meeting.
Q:
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Who
is entitled to vote at the Annual
Meeting?
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A:
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The
Board of Directors set April 14, 2008 as the record date for the
Annual
Meeting (the “record date”). All shareholders who owned Wilshire Bancorp
common stock at the close of business on the record date may attend
and
vote at the Annual Meeting.
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Q:
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How
many votes do I have?
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A:
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You
will have one vote for each share of Wilshire Bancorp common stock
you
owned at the close of business on the record date, provided those
shares
are either held directly in your name as the shareholder of record
or were
held for you as the beneficial owner through a broker, bank or other
nominee.
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Q:
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What
is the difference between holding shares as a shareholder of record
and
beneficial owner?
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A:
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Most
shareholders of Wilshire Bancorp hold their shares through a broker,
bank
or other nominee rather than directly in their own name. As summarized
below, there are some distinctions between shares held of record
and those
owned beneficially.
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Shareholder
of Record
.
If your
shares are registered directly in your name with Wilshire Bancorp’s transfer
agent, Computershare, you are considered the shareholder of record with respect
to those shares, and these proxy materials are being sent directly to you by
Wilshire Bancorp. As the shareholder of record, you have the right to grant
your
voting proxy directly to us or to vote in person at the Annual Meeting. We
have
enclosed a proxy card for you to use.
Beneficial
Owner
.
If your
shares are held in a brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in “street name,” and these proxy
materials are being forwarded to you by your broker, bank or nominee who is
considered the shareholder of record with respect to those shares. As the
beneficial owner, you have the right to direct your broker, bank or nominee
on
how to vote and are also invited to attend the Annual Meeting. However, since
you are not the shareholder of record, you may not vote these shares in person
at the Annual Meeting unless you request, complete and deliver a proxy from
your
broker, bank or nominee. Your broker, bank or nominee has enclosed a voting
instruction card for you to use in directing the broker, bank or nominee
regarding how to vote your shares.
A.
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Your
vote is important. You may vote by mail or by attending the Annual
Meeting
and voting by ballot. If you choose to vote by mail, simply mark
your
proxy, date and sign it, and return it to our transfer agent,
Computershare, in the postage-paid envelope provided.
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Submitting
your completed proxy card will not limit your right to vote at the Annual
Meeting if you attend the meeting and vote in person. However, if your shares
are held in the name of a bank, broker or other nominee, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote
at
the Annual Meeting. You should allow yourself enough time prior to the Annual
Meeting to obtain this proxy from the holder of record.
The
shares represented by the proxy cards received, properly marked, dated, signed
and not revoked, will be voted at the Annual Meeting. If you sign and return
your proxy card but do not give voting instructions, the shares represented
by
that proxy card will be voted as recommended by the Board of
Directors.
Q.
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How
many votes can be cast by all
shareholders?
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A.
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Each
share of Wilshire Bancorp common stock is entitled to one vote on
each
matter presented to our shareholders. There is no cumulative voting
in the
election of directors. We had 29,391,177 shares of common stock
outstanding and entitled to vote on the record
date.
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Q:
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How
many votes must be present to hold the Annual
Meeting?
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A:
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A
majority of Wilshire Bancorp’s outstanding shares as of the record date
must be present at the Annual Meeting in order to hold the Annual
Meeting
and conduct business. This is called a “quorum.” Shares are counted as
present at the Annual Meeting if you are present and vote in person
at the
Annual Meeting or a proxy card has been properly submitted by you
or on
your behalf.
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Q:
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How
many votes are required to elect
directors?
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A:
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Directors
are elected by a
plurality
of
the votes cast. This means that the four individuals nominated for
election to the Board of Directors who receive the most “FOR” votes (among
votes properly cast in person or by proxy) will be elected. Nominees
do
not need to receive a majority to be elected. If you withhold authority
to
vote with respect to the election of some or all of the nominees,
your
shares will not be voted with respect to those nominees indicated.
Your
shares will be counted for purposes of determining whether there
is a
quorum, but it will have no effect on the election of those
nominees.
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Q:
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How
many votes are required to approve the 2008 Stock Incentive
Plan?
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A:
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If
a quorum is present at the Annual Meeting, the vote of the holders
of
a majority of the outstanding shares of our common stock entitled
to vote,
present in
person
or represented by proxy,
will
be required to approve the 2008 Stock Incentive Plan.
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Q:
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How
many votes are required to approve the shareholder
proposal?
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A:
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If
a quorum is present at the Annual Meeting, the vote of the holders
of a
majority of the outstanding shares of our common stock entitled to
vote,
present in person or represented by proxy, will be required to approve
the
shareholder proposal.
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Q:
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What
if I do not vote for the items listed on my proxy
card?
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A:
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If
you hold shares in your name and you return your signed proxy card
in the
enclosed envelope but do not mark selections, it will be voted in
accordance with the recommendations of the Board of Directors. If
you
indicate a choice with respect to any matter to be acted upon on
your
proxy card, the shares will be voted in accordance with your instructions.
With
respect to any other matter that properly comes before the meeting,
the
proxy holders will vote as
recommended
by our Board of Directors, or if no recommendation is given, in their
own
discretion.
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If
you
are a beneficial owner and hold your shares in street name through a broker
and
do not return the voting instruction card, the broker or other nominee will
determine if it has the discretionary authority to vote on the particular
matter. Under applicable rules, brokers have the discretion to vote on routine
matters, such as the uncontested election of directors.
Q:
|
Can
I change or revoke my vote after I return my proxy
card?
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A:
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Yes.
Even if you sign the proxy card in the form accompanying this proxy
statement, you retain the power to revoke your proxy. You can revoke
your
proxy at any time before it is exercised by giving written notice
to the
Corporate Secretary of Wilshire Bancorp specifying such
revocation.
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Q:
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What
does it mean if I receive more than one
proxy?
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A:
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It
generally means your shares are registered differently or are in
more than
one account. Please provide voting instructions for all proxy cards
you
receive.
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Q:
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Who
can attend the Annual
Meeting?
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A:
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All
shareholders as of the record date, or their duly appointed proxies,
may
attend.
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Q:
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What
do I need to bring to the Annual Meeting and when should I
arrive?
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A:
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In
order to be admitted to the Annual Meeting, a shareholder must present
proof of ownership of Wilshire Bancorp stock on the record date.
If your
shares are held in the name of a bank, broker or other holder of
record, a
brokerage statement or letter from a bank or broker is an example
of proof
of ownership. Any holder of a proxy from a shareholder must present
the
proxy card, properly executed, to be admitted. Shareholders and proxy
holders must also present a form of photo identification such as
a
driver’s license.
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The
Annual Meeting will be held at the Oxford Palace Hotel, 745 South Oxford Avenue,
Los Angeles, California 90005. Admission to the Annual Meeting will be limited.
In
order to ensure that you are seated by the commencement of the Annual Meeting
at
10:00 a.m. on June 11, 2008, we recommend you arrive
early.
Q:
|
Who
pays for the proxy solicitation and how will Wilshire Bancorp solicit
votes?
|
A:
|
We
will bear the expense of printing and mailing proxy materials. In
addition
to this solicitation of proxies by mail, our directors, officers
and other
employees may solicit proxies by personal interview, telephone, facsimile
or email. They will not be paid any additional compensation for such
solicitation. We will request brokers and nominees who hold shares
of our
common stock in their names to furnish proxy material to beneficial
owners
of the shares. We may reimburse such brokers and nominees for their
reasonable expenses incurred in forwarding solicitation materials
to such
beneficial owners.
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Q:
|
How
can I obtain a copy of Wilshire Bancorp’s 200
7
Annual Report on Form
10-K?
|
A:
|
A
copy of our 2007 Annual Report is being mailed with this proxy statement
to each shareholder of record.
Upon
written request to the Corporate Secretary of Wilshire Bancorp, Inc.,
3200
Wilshire Blvd., Los Angeles, California 90010, any shareholder may
obtain
a copy of our annual report on Form 10-K, including the financial
statements and the financial statement schedules attached thereto,
at no
charge.
Our a
nnual
report on Form 10-K is also accessible through our website at
www.wilshirebank.com
.
|
Q:
|
Is
a list of shareholders available
?
|
A:
|
The
names of shareholders of record entitled to vote at the Annual Meeting
will be available to shareholders entitled to vote at this meeting
for ten
days prior to the meeting for any purpose relevant to the meeting.
This
list can be viewed between the hours of 9:00 a.m. and 5:00 p.m.
(local time) at our principal executive offices at 3200 Wilshire
Blvd.,
Los Angeles, California 90010. Please contact Wilshire Bancorp’s Corporate
Secretary to make arrangements.
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Q:
|
How
do I find out the voting
results?
|
A:
|
Preliminary
voting results will be announced at the Annual Meeting, and the final
voting results will be published in our Quarterly Report on Form
10-Q for
the quarter ending June 30, 2008, which we will file with the SEC.
|
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
General
The
Board
of Directors has set the size of our board at 12 directors. Our articles of
incorporation provide that the terms of office of the members of our Board
of
Directors be divided into three classes, Class I, Class II and Class III, the
members of which serve for a staggered three-year term. The terms of the current
Class I, Class II and Class III directors are set to expire at the Annual
Meeting of Shareholders in 2008, 2009 and 2010, respectively. Four, three,
and
three directors currently serve in Class I, II, and III, respectively, meaning
that there is currently a vacancy in each of Classes II and III.
Although
there are currently vacancies on the Board, you may not vote for a greater
number of persons than the number of nominees named in this proxy statement.
The
Board of Directors, along with the assistance of the Nominating and Corporate
Governance Committee, has considered, and continues to consider, whether to
fill
the current vacancies on the Board. At this time, the Board of Directors has
determined not to fill such vacancies. In the event such appointment is made,
however, the newly appointed director will be elected by the Board to serve
until the class to which he or she has been appointed is next up for re-election
by our shareholders.
At
the
Annual Meeting, four directors comprising the Class I directors are to be
elected. The Board of Directors has proposed the nominees listed below for
election as Class I directors to serve until the 2011 Annual Meeting or until
their successors are duly elected and qualified. All of the nominees listed
below currently serve as Class I directors on our Board of Directors and all
of
the nominees were recommended for re-election by the Nominating and Governance
Committee of our Board of Directors.
Unless
otherwise specified in the accompanying form of proxy, proxies solicited hereby
will be voted for the election of the nominees listed below. Each of the
nominees has agreed to serve for a three-year term. If any of them should become
unable to serve as a director, the Board of Directors may designate a substitute
nominee. In that case, the proxies will be voted for the substitute nominee
or
nominees to be designated by the Board of Directors. If no substitute nominees
are available, the size of the Board of Directors will be reduced.
There
are
no arrangements or understandings between Wilshire Bancorp and any person
pursuant to which such person has been elected as a director.
Set
forth
below is certain information with respect to each nominee for election as a
Class I director:
Name
|
|
Age
|
|
Position
Held with Wilshire Bancorp
|
Steven
Koh
|
|
62
|
|
Class
I Director and Chairman of the Board
|
Gapsu
Kim
|
|
52
|
|
Class
I Director
|
Lawrence
Jeon
|
|
41
|
|
Class
I Director
|
Fred
Mautner
|
|
78
|
|
Class
I Director
|
Business
Experience of Nominees
Steven
Koh
.
Mr. Koh
has served as a director of Wilshire State Bank since 1986, and as Chairman
of
Wilshire State Bank’s Board since 1993. Mr. Koh was appointed as a Director and
Chairman of the Wilshire Bancorp Board upon Wilshire Bancorp’s formation in
December 2003. In addition to his activities at Wilshire State Bank and Wilshire
Bancorp, Mr. Koh has served as Chairman of Pacific Steel Corporation in Los
Angeles since 1997 and Chairman of the Koh Charitable Foundation since 2005.
Mr. Koh holds a B.S. degree in Business Administration from and was awarded
an honorary doctorial degree in Business Administration in 2006 by Yonsei
University.
Gapsu
Kim.
Mr. Kim
has been a member of the Wilshire State Bank Board of Directors since
March 2004, and was appointed to the Wilshire Bancorp Board as a Class I
Director in connection with the holding company reorganization in August 2004.
Mr. Kim has served as the Chairman of Illisis Inc., an intelligent video
surveillance design and manufacturer, since 2006. Previously, he served as
the
Chief Executive Officer of Investrade Industries Corporation, an export and
general trading company, from 1999 to 2006. Mr. Kim holds a B.A. degree
from Yonsei University.
Lawrence
Jeon
.
Mr.
Jeon was appointed as a member of the Wilshire State Bank Board of Directors
and
the Wilshire Bancorp Board as a Class I Director in December 2007. Mr. Jeon
is a
Certified Public Accountant and Partner/Owner of Lawrence Jeon & Company, a
consulting firm that specializes in tax savings plans, audit services and
financial planning. Jeon holds a B.A. degree in Economics and Business from
the
University of California at Los Angeles and M.S. in Taxation from Golden Gate
University.
Fred
Mautner.
Mr.
Mautner has served as a member of Wilshire State Bank’s Board of Directors since
1981, and was appointed a Class I Director of Wilshire Bancorp in connection
with the holding company reorganization in August 2004. Formerly,
Mr. Mautner practiced as a Certified Public Accountant. Mr. Mautner
holds a B.S. degree in Finance and a J.D. from the University of California
at
Los Angeles.
Vote
Required
Directors
are elected by a
plurality
of
the
votes cast. This means that the four individuals nominated for election to
the
Board of Directors who receive the most “FOR” votes (among votes properly cast
in person or by proxy) will be elected. Nominees do not need to receive a
majority to be elected.
Board
Recommendation
The
Board
of Directors recommends that shareholders vote
FOR
the
election of the four nominees for directors assigned to Class I of the Board
of
Directors.
Other
Directors and Executive Officers
The
following table sets forth information concerning our Class II and Class III
directors, as well as our executive officers:
Name
|
|
Age
|
|
Position
Held with Wilshire Bancorp
|
Mel
Elliot
|
|
82
|
|
Class
II Director
|
Richard
Lim
|
|
75
|
|
Class
II Director
|
Harry
Siafaris
|
|
75
|
|
Class
II Director
|
Kyu-Hyun
Kim
|
|
73
|
|
Class
III Director
|
Young
Hi Pak
|
|
59
|
|
Class
III Director
|
Joanne
Kim
|
|
53
|
|
Class
III Director, President and Chief Executive Officer
|
Sung
Soo Han
|
|
50
|
|
Chief
Lending Officer and Executive Vice President
|
Alex
Ko
|
|
41
|
|
Chief
Financial Officer and Senior Vice President
|
Elaine
Jeon
|
|
47
|
|
Deputy
Chief Financial Officer and Senior Vice President
|
Mel
Elliot.
Mr.
Elliot has served as a member of the Wilshire State Bank Board of Directors
since 1981, and was appointed a Class II Director of Wilshire Bancorp in
connection with the holding company reorganization in August 2004. In 2004,
Mr. Elliot founded Elliot Manhattan, LLC, a real estate development company
of which he is the sole owner. Mr. Elliot is a graduate of the Bentley
School of Accounting and Finance in Boston, Massachusetts.
Richard
Lim.
Mr. Lim
has served as a member of the Wilshire State Bank Board of Directors since
1981,
and was appointed a Class II Director of Wilshire Bancorp in connection with
the
holding company reorganization in August 2004. Mr. Lim has been the owner
and manager of High Society Tailor since 1968. Mr. Lim took business
courses at Pacific State University for two years.
Harry
Siafaris.
Mr.
Siafaris has served as a member of Wilshire State Bank Board of Directors since
1980, and was appointed a Class II Director of Wilshire Bancorp in connection
with the holding company reorganization in August 2004. Mr. Siafaris has
owned and operated Astro Restaurant since 1981 and Jan’s Restaurant since 1984.
Mr. Siafaris is also a real estate investor.
Kyu-Hyun
Kim.
Mr. Kim
has served as a member of the Wilshire State Bank Board of Directors since
1994,
and was appointed a Class III Director of Wilshire Bancorp in connection with
the holding company reorganization in August 2004. Mr. Kim formerly served
as President and Chief Executive Officer of KEI Trading Co, Inc.
Mr. Kim holds a B.A. degree from the Seoul National University College of
Law.
Young
Hi Pak.
Ms. Pak
has served as a member of the Wilshire State Bank Board of Directors since
1994,
and was appointed as a Class III Director of Wilshire Bancorp in connection
with
the holding company reorganization in August 2004. Ms. Pak has served as
Vice President and Controller of Eden Marketing Corporation, an import/export
company, since 1982, and Vice President of Eden Restaurant Supply since 2002.
Ms. Pak holds a B.S. degree from Young-Nam University.
Joanne
Kim.
Ms. Kim
served as Senior Vice President and Chief Lending Officer of Wilshire State
Bank
from August 1999 until March 2008, when she was promoted to Executive Vice
President of Wilshire Bancorp in March 2005. Ms. Kim was appointed Interim
President and Chief Executive Officer in January, 2008 and was promoted to
permanent President and Chief Executive Officer and appointed as a Class III
director, effective April 1, 2008. Previously, she served as Senior Vice
President and Branch Manager of Hanmi Bank from 1995 until 1999. Ms. Kim
holds a B.A. degree from Korea University.
Sung
Soo Han
.
Mr. Han
has served as Chief Lending Officer of the Bank and Executive Vice President
for
the Company.
Mr.
Han
has been Senior Vice President and Manager of the Bank SBA Department since
May
2000, and was promoted to Executive Vice President of the Bank in March 2005.
Mr. Han was appointed as Executive Vice President of Wilshire Bancorp in January
2006. Previously, he served as Senior Vice President and SBA Department Manager
of Hanmi Bank from 1991 until 2000. Mr. Han holds a B.A. degree from Yonsei
University.
Alex
Ko.
Mr. Ko
was appointed Senior Vice President and Chief Financial Officer of Wilshire
Bancorp effective April 7, 2008. Mr. Ko, a Certified Public Accountant, has
been
in Financial Services Practice for the past 12 years with KPMG in Los Angeles,
California. Mr. Ko holds a Masters degree in Accounting from the University
of
Southern California.
Elaine
Jeon
.
Ms.
Jeon has been Senior or First Vice President and Controller of Wilshire State
Bank since April 2004, and was appointed as Senior Vice President and Interim
Chief Financial Officer in November, 2007. Effective April 7, 2008, Ms. Jeon
was
promoted to Deputy Chief Financial Officer and Controller. Previously, Ms.
Jeon
served the Company as Vice President or First Vice President and Accounting
Manager from October, 1999 through her promotion to Controller in April 2004.
Ms. Jeon holds a B.A. degree from California State University with a major
in
Accounting in 1989 and passed the California CPA exam in 1997.
CORPORATE
GOVERNANCE PRINCIPLES AND BOARD MATTERS
We
are
committed to having sound corporate governance principles, both at the holding
company level and at Wilshire State Bank. Such principles are essential to
running our business efficiently and to maintaining our integrity in the
marketplace. We have adopted a set of Corporate Governance Guidelines that
embodies these principles. Wilshire Bancorp and Wilshire State Bank have also
adopted a Personal and Business Code of Conduct that applies to all officers,
directors, employees and consultants, in accordance with the applicable NASDAQ
rules. In addition, our Chief Executive Officer and all senior financial
officers, including the Chief Financial Officer, are bound by a separate Code
of
Professional Conduct for the Chief Executive Officer and Senior Financial
Officers that complies with Item 406 of Regulation S-K of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and with the applicable
NASDAQ rules. Our Corporate Governance Guidelines, Personal and Business Code
of
Conduct, and Code of Professional Conduct for the Chief Executive Officer and
Senior Financial Officers are posted on our Internet website (
www.wilshirebank.com
)
under
the Investor Relations page.
Board
Independence
Our
Board
of Directors has determined that each of our current directors, except Ms.
Kim,
is independent under the applicable NASDAQ rules.
Director
Qualifications
We
believe that our directors should have the highest professional and personal
ethics and values, consistent with our longstanding values and standards. They
should have broad experience at the policy-making level in business or banking.
They should be committed to enhancing shareholder value and should have
sufficient time to carry out their duties and to provide insight and practical
wisdom based on experience. Their service on other boards of public companies
should be limited to a number that permits them, given their individual
circumstances, to perform responsibly all director duties for us. Each director
must represent the interests of all shareholders. When considering potential
director candidates, the Board also considers the candidate’s character,
judgment, diversity, age, skills, including financial literacy and experience
in
the context of our needs and the needs of the Board of Directors.
Independent
Director Meetings
At
least
twice a year, the independent members of our Board of Directors meet separately
from the full Board of Directors and outside the presence of our management
in
executive session. The Board of Directors held twelve such executive sessions
during the fiscal year 2007.
Shareholder
Communications with Our Board of Directors
Our
Board
of Directors has established a process for shareholders to communicate with
the
Board of Directors or with individual directors. Shareholders who wish to
communicate with our Board of Directors or with individual directors should
direct written correspondence to our Corporate Secretary at our principal
executive offices located at 3200 Wilshire Blvd., Los Angeles, California 90010.
Any such communication must contain:
·
|
a
representation that the shareholder is a beneficial owner of our
capital
stock;
|
·
|
the
name and address of the shareholder sending such communication;
and
|
·
|
the
class and number of shares of our capital stock that are beneficially
owned by such shareholder.
|
The
Corporate Secretary will forward such communications to our Board of Directors
or the specified individual director to whom the communication is directed
unless such communication is unduly hostile, threatening, illegal or similarly
inappropriate, in which case the Corporate Secretary has the authority to
discard the communication or to take appropriate legal action regarding such
communication.
Board
Committees Composition
The
Board
of Directors has established the following committees: Audit, Nominations and
Corporate Governance, and Human Resources. Each of our directors also serves
on
the Board of Wilshire State Bank.
The
membership during 2007 and the function of each of the committees are described
below. Our Board of Directors generally meets in conjunction with the monthly
meetings of the Board of Directors of Wilshire State Bank. During the fiscal
year 2007, our Board held fourteen meetings and the Wilshire State Bank Board
held eighteen meetings. Each director attended at least 75% of the total of
all
Board and applicable committee meetings. Directors are encouraged to attend
annual meetings of our shareholders, although we have no formal policy on
director attendance at annual shareholders’ meetings. All directors attended the
last annual meeting of our shareholders.
Committees
of Wilshire Bancorp
Audit
Committee
Our
Board
of Directors has established an Audit Committee to assist the Board in
fulfilling its responsibilities for general oversight of the integrity of our
consolidated financial statements, compliance with legal and regulatory
requirements, the independent auditors’ qualifications and independence, the
performance of independent auditors and our internal audit function, and risk
assessment and risk management. The duties of the Audit Committee
include:
|
·
|
appointing,
evaluating and determining the compensation of our independent
auditors;
|
|
·
|
reviewing
and approving the scope of the annual audit, the audit fee and the
financial statements;
|
|
·
|
reviewing
disclosure controls and procedures, internal control over financial
reporting, the internal audit function and corporate policies with
respect
to financial information;
|
|
·
|
reviewing
other risks that may have a significant impact on our financial
statements;
|
|
·
|
preparing
the Audit Committee report for inclusion in the annual proxy
statement;
|
|
·
|
establishing
procedures for the receipt, retention and treatment of complaints
regarding accounting and auditing
matters;
|
|
·
|
evaluating
annually the Audit Committee
charter.
|
The
Audit
Committee works closely with management as well as our independent auditors.
The
Audit Committee has the authority to obtain advice and assistance from, and
receive appropriate funding from us for, outside legal, accounting or other
advisors as the Audit Committee deems necessary to carry out its
duties.
Our
Board
of Directors has adopted a written charter for the Audit Committee meeting
applicable standards of the SEC and NASDAQ. The members of the Audit Committee
are Kyu-Hyun Kim, Fred Mautner, and Lawrence Jeon. Mr. Mautner serves as
Chairman of the Audit Committee. The Audit Committee meets regularly and held
eleven meetings during fiscal year 2007.
The
Board
of Directors has determined that each of the members of the Audit Committee
satisfies the independence and other composition requirements of the SEC and
NASDAQ. Our Board has determined that Mr. Mautner qualifies as an “audit
committee financial expert” under Item 407(d)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the “Securities Act”), and has the requisite
accounting or related financial expertise required by applicable NASDAQ rules.
Mr. Mautner formerly practiced as a Certified Public Accountant.
A
copy of
our Audit Committee charter can be found on our Internet website (
www.wilshirebank.com
)
under
the Investor Relations page.
Human
Resources Committee
Our
Human
Resources Committee makes recommendations to our Board
relating
to compensation of our Chief Executive Officer and other executive officers,
approves an annual report on executive compensation for inclusion in this annual
proxy statement, and provides general oversight of compensation structure.
Other
specific duties and responsibilities of the Human Resources Committee
include:
·
|
reviewing and approving objectives relevant to executive officer
compensation;
|
·
|
evaluating performance and determining the compensation of our executive
officers in accordance with those
objectives;
|
·
|
reviewing employment agreements for executive officers and making
recommendations to the Board of Directors concerning such employment
agreements; and
|
·
|
evaluating human resources and compensation strategies.
|
Our
Board
of Directors has not adopted a written charter for our Human Resources
Committee. The Human Resources Committee is composed of six directors, Harry
Siafaris, Young Hi Pak, Steven Koh, Gapsu Kim, Kyu-Hyun Kim, and Richard Lim,
each of whom the Board has determined is independent under applicable rules
and
regulations of the SEC, NASDAQ and the Internal Revenue Service. Mr. Siafaris
serves as the Committee’s Chairman. The Human Resources Committee held five
meetings during the fiscal year 2007.
Nominations
and Corporate Governance Committee
Our
Board
has established a Nominations and Corporate Governance Committee for the purpose
of reviewing all Board-recommended and shareholder-recommended nominees,
determining each nominee’s qualifications and making a recommendation to the
full Board as to which persons should be our Board’s nominees. Our Board has
adopted a written charter for the Nominations and Corporate Governance
Committee, a copy of which is posted on our website (
www.wilshirebank.com
)
under
the Investor Relations page. This Committee is composed of five directors,
Kyu-Hyun Kim, Fred Mautner, Steven Koh, Harry Siafaris, and Richard Lim, each
of
whom the Board has determined is independent under the NASDAQ rules. Mr. Kim
serves as the Committee’s Chairman. The Nominations and Corporate Governance
Committee held two meetings during the fiscal year 2007. The duties and
responsibilities of the Nominations and Corporate Governance Committee
include:
·
|
identifying and recommending to our Board individuals qualified to
become
members of our Board and to fill vacant Board
positions;
|
·
|
recommending to our Board the director nominees for the next annual
meeting of shareholders;
|
·
|
recommending to our Board director committee assignments;
|
·
|
recommending to the Board the compensation for our directors;
|
·
|
reviewing and evaluating succession planning for our Chief Executive
Officer and other executive
officers;
|
·
|
monitoring the continuing education program for our directors;
and
|
·
|
evaluating annually the Nominations and Corporate Governance Committee
charter.
|
Our
Board
of Directors believes that it is necessary that the majority of our Board of
Directors be comprised of independent directors and that it is desirable to
have
at least one audit committee financial expert serving on the Audit Committee.
The Nominations and Corporate Governance Committee considers these requirements
when recommending Board nominees. Our Nominations and Corporate Governance
Committee utilizes a variety of methods for identifying and evaluating nominees
for director. Our Nominations and Corporate Governance Committee will regularly
assess the appropriate size of the Board, and whether any vacancies on the
Board
are expected due to retirement or other circumstances. When considering
potential director candidates, the Nominations and Corporate Governance
Committee also considers the candidate’s character, judgment, age, skills,
including financial literacy, and experience in the context of our needs, the
needs of Wilshire Bancorp and the existing directors. While the Nominations
and
Corporate Governance Committee has the authority to do so, we have not, as
of
the date of this proxy statement, paid any third party to assist in identifying
and evaluating Board nominees.
Our
Board
of Directors has established a procedure whereby our shareholders can nominate
potential director candidates. The Nominations and Corporate Governance
Committee will consider director candidates recommended by our shareholders
in a
similar manner as those recommended by members of management or other directors,
provided the shareholder submitting such nomination has complied with procedures
set forth in our amended and restated bylaws. See
“Shareholder
Director Nominations and Other Proposals for the Next Annual Meeting of
Shareholders- Consideration of Director Nominees,”
for
additional information regarding shareholder nominations of director candidates.
No
candidate for election to our Board has been recommended within the preceding
year by a beneficial owner of 5% or more of our common stock who is not also
a
director of the Company.
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
In
accordance with its written charter, which was approved in its current form
by
the Board of Directors on August 25, 2004, the Audit Committee assists the
Board
in, among other things, oversight of our financial reporting process, including
the effectiveness of our internal accounting and financial controls and
procedures, and controls over the accounting, auditing, and financial reporting
practices.
Our
Board
of Directors has determined that all three members of the Audit Committee meet
the independence and experience requirements under the NASDAQ marketplace rules.
Management
is responsible for the financial reporting process, the preparation of
consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America, the system of internal
controls and procedures designed to insure compliance with accounting standards
and applicable laws and regulations. Our independent auditors are responsible
for auditing the financial statements. The Audit Committee’s responsibility is
to monitor and review these processes and procedures. In accordance with the
Audit Committee Charter, the Audit Committee acts only in an oversight capacity
and relies, without independent verification, on the information provided to
the
Committee and on the representations made by management that the financial
statements have been prepared with integrity and objectivity and on the
representations of management and the opinion of our independent registered
public accounting firm that such financial statements have been prepared in
conformity with accounting principles generally accepted in the United States
of
America.
The
Audit
Committee recommended the engagement of Deloitte & Touche LLP as our
independent registered accounting firm for fiscal year 2007.
During
fiscal 2007, the Audit Committee had eleven meetings. The Audit Committee’s
regular meetings were conducted so as to encourage communication among the
members of the Audit Committee, management, the internal auditors, and our
independent registered public accounting firm, Deloitte & Touche LLP. Among
other things, the Audit Committee discussed with our internal auditors and
independent registered public accounting firm the overall scope and plans for
their respective audits. The Audit Committee separately met with each of our
internal auditors and independent registered public accounting firm, with and
without management, to discuss the results of their examinations and their
observations and recommendations regarding our internal controls. The Audit
Committee also discussed with our independent registered public accounting
firm
all matters required by generally accepted auditing standards, including those
described in Statement on Auditing Standards No. 114 (AICPA,
Professional
Standards
,
Vol. 1
AU Section 380), as adopted by Public Company Accounting Oversight Board in
Rule
3200T.
The
Audit
Committee reviewed and discussed our audited consolidated financial statements
as of and for the year ended December 31, 2007 with management, the
internal auditors, and our independent registered public accounting firm.
Management’s discussions with the Audit Committee included a review of critical
accounting policies.
The
Audit
Committee obtained from the independent registered public accounting firm a
formal written statement describing all relationships between us and our
auditors that might bear on the auditors’ independence consistent with
Independence Standards Board Standard No. 1, “Independence Discussions with
Audit Committees.” The Audit Committee discussed with the independent registered
public accounting firm any relationships that may have an impact on their
objectivity and independence and satisfied itself as to the auditors’
independence. The Audit Committee has reviewed and approved the amount of fees
paid to Deloitte & Touche for audit and non-audit services. The Audit
Committee concluded that the provision of services by Deloitte & Touche is
compatible with the maintenance of Deloitte & Touche’s
independence.
At
five
of its eleven meetings during 2007, the Audit Committee met with members of
senior management and the independent registered public accounting firm to
review the certifications provided by the Chief Executive Officer and Chief
Financial Officer under the Sarbanes-Oxley Act of 2002, the rules and
regulations of the SEC and the overall certification process. At these meetings,
company officers reviewed each of the Sarbanes-Oxley certification requirements
concerning internal control over financial reporting and any fraud, whether
or
not material, involving management or other employees with a significant role
in
internal control over financial reporting.
Based
on
the above-mentioned review and discussions with management, the internal
auditors and the independent registered public accounting firm, and subject
to
the limitations on our role and responsibilities described above and in the
Audit Committee Charter, the Audit Committee recommended to the Board of
Directors that our audited consolidated financial statements be included in
our
Annual Report on Form 10-K for the fiscal year ended December 31,
2007, for filing with the SEC.
Submitted
by the Audit Committee of the Board of Directors
Fred
Mautner (Chairman)
Kyu-Hyun
Kim
Lawrence
Jeon
Dated:
April 2, 2008
PRINCIPAL
AUDITOR FEES AND SERVICES
Our
Audit
Committee has appointed Deloitte & Touche LLP as our independent auditors
for the fiscal years ended December 31, 2007 and 2006. Representatives of
Deloitte & Touche are expected to be present at the annual meeting and will
have the opportunity to make a statement if they desire to do so and are
expected to be available to respond to appropriate questions.
The
following table shows the fees paid or accrued by us for the audit and other
services provided by Deloitte & Touche for fiscal 2007 and 2006.
|
|
2007
|
|
2006
|
|
|
|
|
|
|
|
Audit
Fees
|
|
$
|
650,000
|
|
$
|
580,000
|
|
Tax
Fees
|
|
|
53,500
|
|
|
49,000
|
|
Total
|
|
$
|
703,500
|
|
$
|
629,000
|
|
As
defined by the SEC, (i) “audit fees” are fees for professional services rendered
by the independent registered public accounting firm for the audit of our annual
financial statements and review of financial statements included in our Form
10-Q, or for services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for those fiscal years;
(ii) “audit-related fees” are fees for assurance and related services by our
principal accountant that are reasonably related to the performance of the
audit
or review of our financial statements and are not reported under “audit fees;”
(iii) “tax fees” are fees for professional services rendered by our principal
accountant for tax compliance, tax advice, and tax planning; and (iv) “all other
fees” are fees for products and services provided by our principal accountant,
other than the services reported under “audit fees,” “audit-related fees,” and
“tax fees.”
Under
applicable SEC rules, the Audit Committee is required to pre-approve the audit
and non-audit services performed by the independent registered public accounting
firm in order to ensure that they do not impair the auditors’ independence. The
SEC’s rules specify the types of non-audit services that an independent auditor
may not provide to its audit client and establish the Audit Committee’s
responsibility for administration of the engagement of the independent
registered public accounting firm.
Consistent
with the SEC’s rules, the Audit Committee Charter requires that the Audit
Committee review and pre-approve all audit services and permitted non-audit
services provided by the independent registered public accounting firm to us
or
any of our subsidiaries. The Audit Committee may delegate pre-approval authority
to a member of the Audit Committee and if it does, the decisions of that member
must be presented to the full Audit Committee at its next scheduled
meeting.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding beneficial ownership of our
common stock as of April 14, 2008
by
(1)
each shareholder known by us to be the beneficial owner of more than 5% of
the
outstanding shares of our common stock, (2) each of our directors, (3) each
of
the persons named in the Summary Compensation Table appearing later in this
proxy statement (the “Named Executive Officers”), and (4) all of our directors
and Named Executive Officers as a group.
Beneficial
ownership is determined according to the rules of the SEC and generally includes
any shares over which a person possesses sole or shared voting or dispositive
power and options that are currently exercisable or exercisable within 60 days
(listed below as “Vested Option Shares”). Each director, officer or 5% or more
shareholder known to us, as the case may be, has furnished to us information
with respect to beneficial ownership. Except as otherwise indicated in the
footnotes to this table, we believe that the beneficial owners of common stock
listed below, based on information each of them has provided to us, have sole
voting and dispositive power with respect to their shares.
The
table
lists applicable percentage ownership based on 29,391,177
shares
of
common stock outstanding as of April 14, 2008. Shares of common stock subject
to
options currently exercisable or exercisable within 60 days of April 14, 2008
are deemed outstanding for the purpose of calculating the percentage ownership
of the person holding these options, but are not treated as outstanding for
the
purpose of calculating the percentage ownership of any other person. Unless
otherwise noted, the address for each shareholder listed below is: c/o Wilshire
Bancorp, Inc., 3200 Wilshire Blvd., Los Angeles, California 90010.
|
|
|
|
Common Stock Beneficially Owned
(1)
|
|
Beneficial
Owner
|
|
Shares
Beneficially
Owned(a)
|
|
Vested
Option
Shares(b)
|
|
Total (a) & (b)
|
|
Percentage
of
Shares
Beneficially
Owned
|
|
|
|
|
|
|
|
|
|
|
|
Greater
than 5% Shareholders
|
|
|
|
|
|
|
|
|
|
Steven
Koh
|
|
|
5,755,407
|
|
|
|
|
|
5,755,407
|
|
|
19.56
|
%
|
Directors
and Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mel
Elliott
|
|
|
738,860
|
|
|
|
|
|
738,860
|
|
|
2.51
|
%
|
Gapsu
Kim
|
|
|
256,100
|
|
|
|
|
|
256,100
|
|
|
0.87
|
%
|
Kyu-Hyun
Kim
|
|
|
550,320
|
|
|
|
|
|
550,320
|
|
|
1.87
|
%
|
Richard
Y. Lim
|
|
|
558,494
|
|
|
|
|
|
558,494
|
|
|
1.90
|
%
|
Fred
F. Mautner
|
|
|
1,086,728
|
|
|
|
|
|
1,086,728
|
|
|
3.69
|
%
|
Young
H. Pak
|
|
|
647,572
|
|
|
|
|
|
647,572
|
|
|
2.20
|
%
|
Harry
Siafaris
|
|
|
394,126
|
|
|
|
|
|
394,126
|
|
|
1.34
|
%
|
Lawrence
Jeon
(2)
|
|
|
7,000
|
|
|
|
|
|
7,000
|
|
|
0.03
|
%
|
Joanne
Kim
(3)
|
|
|
64,560
|
|
|
12,400
|
|
|
76,960
|
|
|
0.26
|
%
|
Sung
Soo Han
|
|
|
61,600
|
|
|
14,560
|
|
|
76,160
|
|
|
0.26
|
%
|
Elaine
Jeon
(4)
|
|
|
14,820
|
|
|
5,600
|
|
|
20,420
|
|
|
0.07
|
%
|
All
executive officers and directors as a
group
(12)
|
|
|
10,135,587
|
|
|
32,560
|
|
|
10,168,147
|
|
|
34.56
|
%
|
(1)
|
Except
as otherwise noted, may include shares held by such person’s spouse
(except where legally separated) and minor children, and by
any other
relative of such person who has the same home; shares held
in “street
name” for the benefit of such person; shares held by a charitable,
family
or living trust as to which such person is a trustee and primary
beneficiary with sole voting and investment power (or shared
power with a
spouse); or shares held in an Individual Retirement Account
or pension
plan as to which such person is the sole beneficiary.
|
(2)
|
Lawrence
Jeon joined a member of Board of Directors on December 12, 2007.
|
(3)
|
Joanne
Kim was appointed Class III Director, President and Chief Executive
Officer on April 1, 2008.
|
(4)
|
Elaine
Jeon was the interim CFO and SVP from November 2007 until April 7,
2008.
She was appointed Deputy CFO and Controller effective April 7,
2008
.
|
COMPENSATION
DISCUSSION & ANALYSIS
The
HR
Committee of our Board of Directors oversees our compensation programs. Our
compensation programs include programs designed specifically for the Company’s
executive officers who are named in the Summary Compensation Table appearing
later in this Proxy Statement (collectively referred to as the “Named Executive
Officers”). In this Compensation Discussion and Analysis section of the Proxy
Statement, the terms “we,” “our,” “us,” refer to the Company and, when the
context requires, to such executive officers.
The
Board
of Directors established the HR Committee to, among other things, review and
recommend the compensation levels of Named Executive Officers, evaluate the
performance of Named Executive Officers and consider senior management
succession issues and related matters of the Company.
In
accordance with the Marketplace Rules of the NASDAQ Stock Market, Inc., the
HR
Committee is composed entirely of independent, non-management members of the
Board of Directors. No HR Committee member participates in any of the Company’s
employee compensation programs and none of the HR Committee members have any
material business relationships with the Company.
Executive
Officer
Compensation
Program
Compensation
Program Philosophy
The
Company’s practice has generally been not to provide employment contracts to any
of its executive officers. However, in an exception to this practice, the
Company has typically provided an employment agreement for the President and
CEO
of the Company, including Mr. Min until his retirement in December 2007 and
Ms.
Kim upon her appointment as permanent President and CEO in March 2008. The
terms
of these employment agreements are discussed later in this Proxy Statement.
Additional or other employment contracts would be considered by the HR Committee
and the Board of Directors only when they were considered necessary and
beneficial to the Company.
The
Company’s compensation philosophy is to attempt to directly link executive
compensation to continuous improvements in corporate performance, achievement
of
specific operation, financial and strategic objectives, and increases in
shareholder value. The HR Committee reviews
the
compensation packages of the Named Executive Officers, taking into account
factors which it considers relevant, such as business conditions within and
outside the industry, the Company’s financial performance, the market
composition for executives of similar background and experience, and the
performance of the executive officer under consideration.
Compensation
Program Objectives and Rewards
The
primary goal of the Company’s compensation program is to attract, motivate, and
retain executives capable of leading the Company in achieving its business
objectives.
Our
HR
Committee and Board of Directors believes that compensation should:
|
·
|
to
the extent of incentive or bonus compensation, relate to the value
created
for shareholders by being tied to the financial performance and condition
of the Company and each executive officer’s contribution thereto;
|
|
·
|
reward
individuals who help the Company achieve its short-term and long-term
objectives and thereby contribute significantly to the success of
Company;
|
|
·
|
help
to attract and retain the most qualified individuals available by
being
competitive in terms of compensation paid to persons having similar
responsibilities and duties in other companies in the same and
closely-related industries; and
|
|
·
|
reflect
the qualifications, skills, experience and responsibilities of each
executive officer.
|
The
Company uses a compensation framework with multiple payment components to
balance various short-term and long-term objectives. We believe the framework
rewards our executive officers for favorable financial performance of the
Company over the longer term, while also recognizing that our executive officers
have shorter term needs to maintain a reasonable lifestyle. For example, the
HR
Committee views base salary and perquisites as a means to provide some degree
of
security to each executive at the base threshold level of compensation, to
provide such executives with a reasonable standard of living and a base wage
at
a level comparable to our peers, and to encourage the executives’ day to day
productivity. On the other hand, the HR Committee views annual cash incentives
as motivation for our executives to focus on the Company’s annual goals; and it
views longer term incentives such as equity awards, including stock option
grants, as a means to motivate our executives to focus on longer term strategic
goals that will drive value for all the Company’s shareholders and, accordingly,
also reward the executives for helping the Company achieve these longer term
strategic goals.
Compensation
Program Oversight and Implementation
The
HR
Committee, which is composed of ten independent directors, is responsible for
performing compensation committee functions, as provided under the rules of
the
SEC and NASDAQ, including the review and recommendation to the Board of
Directors of the compensation of the Named Executive Officers.
The
HR
Committee exercises independent discretion in respect of executive compensation
matters, subject to review and approval of their recommendations on such matters
by the Board of Directors.
To
carry
out the compensation program process, the HR Committee meets once at the
beginning of the fiscal year to determine the salary for each Named Executive
Officer. Salary is predominantly based upon the Named Executive Officer’s
salaries in previous years. However, the HR Committee also considers several
other factors when determining salary and other compensation for the Named
Executive Officers.
Some
of
those factors are: (a) leadership; (b) performance compared to the financial
and
strategic goals for each Named Executive Officer; (c) nature, scope and level
of
responsibilities; and (d) contribution to the Company’s financial results in
previous periods. And, with respect our President and CEO, the HR Committee
has
also of course considered the terms of any employment agreement governing the
base salary for these positions.
Because
the HR Committee has not formally or historically applied any specific weighting
to the various factors considered, the HR Committee ultimately uses its own
judgment and expertise in determining appropriate base salary levels that meet
the Company’s overall objectives. The HR Committee then compares its initial
view with information it has gathered on comparable executives in the Peer
Group
(discussed below) and makes any adjustments it believes are necessary to reflect
changing market conditions that are witnessed in the Peer Group.
Throughout
the course of the year, the HR Committee may meet several additional times
to
re-evaluate an individual’s performance and the Company’s performance. Although
adjustments may be made for one or more individuals with respect to any
component of compensation, including salary, the HR Committee has not typically
adjusted salaries during these considerations; rather, the HR Committee has
typically considered at these meetings payment of short-term incentive awards
in
the form of bonus payments. A portion of incentive bonuses are paid to all
employees in the summer and the winter, except the CEO. They are based on an
individual’s contribution to the financial performance of the Company.
In
the
spring of each year, the HR Committee meets and reviews the overall performance
of the Company and each Named Executive Officer for the previous fiscal year,
in
order to determine whether payment to the Named Executive Officers of an annual
bonus is appropriate. In making its determination, the HR Committee is mindful
of the fact that the annual bonus of the President and CEO is typically set
as
part of his or her employment agreement. With respect to each of the Company’s
other Named Executive Officers, any such annual bonus is wholly discretionary
based upon such review of the Company’s and the individual’s performance by the
HR Committee. At this same time, the HR Committee generally also determines
whether the Named Executive Officers and other key officers will receive stock
option grants, or other equity grants, which the HR Committee believes will
link
the achievement of longer term strategic and financial goals for the Company,
as
well as longer term individual performance, resulting in greater value for
all
the Company’s shareholders.
R
eview
of Named Executive Officers Performance
At
its
first meeting in each fiscal year, annual reviews of the Named Executive
Officers are presented to the HR Committee by our CEO for its consideration.
The
HR Committee takes into account these annual reviews, as well as other
information its deems relevant (including generally the Peer Group and Industry
data analyses detailed below) in making recommendations to the Board of
Directors regarding each Named Executive Officer’s compensation.
Our
Board of Directors
makes
all
final compensation decisions for Named Executive Officers, including salary
and
bonus payments, as well as stock option grants.
Ms.
Joanne Kim, who is a director and also our CEO, abstains from discussion and
voting on stock option grants and also on matters relating to her own
compensation package. With respect to each decision by the Board of Directors
regarding compensation of the Named Executive Officers discussed in this Proxy
Statement, unless noted otherwise herein, the Board of Directors determined
to
accept the recommendations of the HR Committee with respect to such matters.
Role
of
Named
Executive Officers in Compensation Decisions
The
HR
Committee works with each Named Executive Officer to review each element of
his
or her compensation. In each case, several factors, such as the scope of
responsibilities and experience, are taken into account and balanced against
the
HR Committee’s view of competitive salary levels. The HR Committee also reviews
the CEO’s annual performance evaluation of each Named Executive Officer,
including each executive’s contribution and performance over the past year,
strengths, weaknesses, development plans and succession plans. Although the
CEO
and other Named Executive Officers participate in discussions with the HR
Committee regarding their respective compensation, all deliberations by and
voting on recommendations from the HR Committee with respect to the compensation
of the CEO are done outside the presence of the CEO
Peer
Group and Compensation Targets
In
order
to ensure the Company’s overall compensation program for our Named Executive
Officers is competitive, the HR Committee reviews the compensation programs
of
three financial services organizations that are viewed by the HR Committee
as
directly competing banks (the “Peer Group”), as well as those of the banking
industry published by the California Department of Financial Institutions and
California Bankers Association (the “Industry” data). The Peer Group is used to
guide executive compensation levels against community banks that have executive
positions with responsibilities similar in scope and have the business network
that compete with the Company for executive talent.
Below
is
a table showing the comparable financial institutions in the Peer Group. The
Peer Group includes three direct competitors which are publicly-traded community
bank holding companies located in the same metropolitan areas as the Company:
Hanmi Financial Corporation, Nara Bancorp., and Center Financial Corporation.
In
order to remain consistent from year to year, we expect that the HR Committee
will use this type of Peer Group analysis as part of our annual marketplace
study. On the other hand, because some of the specific financial institutions
included in the Peer Group may change their size, relevance or other pertinent
factors, the Peer Group could include new or different companies in the future.
On a broader scale, the Industry data includes data published by the California
Department of Financial Institutions, by the California Bankers Association
and
by Carpenters and Company, and is based on a large pool of financial
institutions operating within the State of California. The Peer Group maintains
branch network in areas with large number ethnic minority groups such as Los
Angeles, New York, Chicago and Dallas metropolitan areas. The HR Committee
reviews the data of the Peer Group and the Industry in general (collectively
referred to as the “Survey Data”) in order to gauge whether it believes that the
overall compensation of the Named Executive Officers is competitive. While
the
Industry data is generally considered relevant by the HR Committee to its
recommendation process, the HR Committee considers the Peer Group data to be
the
most relevant comparative data in its recommendation process. The following
table outlines some key attributes of our Peer Group.
Peer
Group Table
(1)
(in thousand)
|
|
|
|
Revenues($)
|
|
Net Income($)
|
|
Total Assets($)
|
|
Market Cap($)
|
|
Return on Average Equity
(2)
|
|
Wilshire
|
|
|
103,934
|
|
|
26,806
|
|
|
2,196,705
|
|
|
229,638
|
|
|
16.33
|
%
|
Hanmi
|
|
|
192,209
|
|
|
(60,520
|
)
|
|
3,983,746
|
|
|
395,321
|
|
|
-12.28
|
%
|
Nara
|
|
|
119,778
|
|
|
33,199
|
|
|
2,423,410
|
|
|
305,680
|
|
|
16.21
|
%
|
Center
|
|
|
91,118
|
|
|
21,943
|
|
|
2,080,663
|
|
|
201,639
|
|
|
14.33
|
%
|
(1)
|
All
financial information in the table above is as of December 31,
2007
.
|
(2)
|
Return
on Average Equity, or ROAE, is calculated by dividing 2007 net income
for
each company by 2007 average equity for each company. Source of
information for Hanmi, Nara and Center is from the annual report
of each
bank.
|
Compensation
Program Elements
for 2007
For
2007,
the HR Committee determined that the overall compensation program for the Named
Executive Officers, including the benefits program, should consist of the
following: (a) base salaries; (b) short-term and annual incentive bonus
payments; (c) long-term incentive compensation through stock options grants;
and
(d) health, welfare, and survivor income benefits.
Base
Salaries
In
2007,
the HR Committee met twice to discuss, deliberate and vote on recommendations
for the salaries of the Named Executive Officers. Mr. Min’s salary was kept at
$250,000 based on his then-existing employment agreement, which was renegotiated
in 2006, and a review of the Survey Data that indicated that such salary was
competitive with those institutions in the Survey Data. Likewise, the HR
Committee determined that the salaries of the NEOs were competitive with the
peer banks’ Survey Data. The HR Committee also met to discuss the salary level
of Ms. Kim when she was promoted to interim Chief Executive Officer and
President, upon the retirement of Mr. Min effective December 31, 2007, and
of
Ms. Jeon when she was promoted to interim Chief Financial Officer upon the
resignation of Mr. Cho effective November 30, 2007. In each case, the HR
Committee determined to recommend to the Board of Directors that their current
salaries remain the same until the search for a permanent Chief Executive
Officer and permanent Chief Financial Officer had concluded. At the conclusion
of search, when Ms. Kim was named as our permanent President and Chief Executive
Officer, the HR Committee met and decided that her salary should be increased
to
$260,000, $270,000, and $280,000, for the upcoming 3 years.
When
considering the base salary of the Named Executive Officers, in addition to
the
Survey Data, the following factors, among others, were considered for 2007:
(a)
meet earnings per share and profit after tax goals; (b) increase in Loan and
Deposit portfolios; (c) development of expansion strategy to the East Coast
and
successful implementation of the strategy; (d) successful management of
personnel; and (e) successful completion of the financial audit and regulatory
examinations.
Incentive
Bonus Payments
The
Company typically pays two types of incentive bonus payments to the Named
Executive Officers, each of which is generally discretionary in nature. The
first is the short-term bonus, which is part of an overall summer and winter
bonus pool (discussed earlier) recommended to be set aside for all employees.
The second is a longer term, annual bonus paid in the early part of the
following fiscal year, based on the annual performance of the Company and the
individual performance of the individual Named Executive Officer. The payment
and amount of these two bonuses is wholly discretionary in nature, except to
the
extent the annual bonus of the President and CEO is governed by the terms of
his
or her employment agreement.
In
early
2008, the HR Committee recommended that the Company pay $6,125, $5,542, and
$4,229 in annual incentive bonus payments for the then-exiting Named Executive
Officers based on the 2007 performances of Ms. Kim, Mr. Han, and Ms. Jeon,
respectively. Additionally, Ms. Kim, Mr. Han and Ms. Jeon received $16,000,
$28,000, and $18,813 in bonus payments paid as part of the general summer and
winter bonuses of 2007. Mr. Cho was not eligible to receive an annual bonus
payment due to his resignation. And
our
former Chief Executive Officer, Mr. Min, received a bonus for 2007 of $250,000
pursuant to his employment agreement based on the attainment of certain pre-tax
earnings for the fiscal year ended December 31, 2007.
Long-term
Incentive
Through Equity Grants
The
grant
of equity incentives to Named Executive Officers, employees, and directors
has
generally been made under the Company’s 1997 Stock Option Plan (the “1997
Plan”), which expired by its terms during 2007. From time to time, HR Committee
makes recommendations to the full Board of Directors concerning stock option
grants to Named Executive Officers and employees.
Each
stock option permits the Named Executive Officer, generally for a period of
five
to ten years, to purchase one share of Company stock from the Company at the
exercise price, which is the closing price
of
the
Company stock on the date of grant. Stock options have value only to the extent
the price of the Company stock on the date of exercise exceeds the exercise
price. Because the 1997 Plan expired in 2007, no stock options were granted
to
Named Executive Officers or directors of the Company during 2007.
However,
the Company considers a stock incentive plan, which may include stock options
and restricted stock as possible awards thereunder, to be a vital element of
our
drive to identify, develop and motivate the high-potential leaders who will
sustain the Company’s performance. The HR Committee has historically viewed
option grants as an important factor in helping align the interests of
management, including the NEOs, with the shareholders of the Company, since
management will generally only recognize value from the awards of stock options
if and when the value of the Company’s common stock appreciates. The Board of
Directors expects a new stock incentive plan to be adopted and submitted to
shareholders for approval at the upcoming annual shareholder
meeting.
Health
and Welfare Benefits
The
Company offers a variety of health and welfare programs to all eligible
employees. The Named Executive Officers generally are eligible for the same
benefit programs on the same basis as the rest of the broad-based employees.
The
health and welfare programs are intended to protect employees against
catastrophic loss and encourage a healthy lifestyle. Our health and welfare
programs include medical, pharmacy, dental, vision, life insurance and
accidental death and disability.
The
Company provides full time employees, regularly scheduled to work 30 or more
hours per week, short-term disability, long-term disability and basic life
insurance at no cost to the employee. We offer a qualified 401(k) savings and
retirement plan. All Company employees, including Named Executive Officers,
are
generally eligible for the 401(k) plan.
Survivor
Income Agreements; Bank-Owned Life Insurance Policies
In
2003,
we adopted a Survivor Income Plan for the benefit of the directors and officers
of Wilshire State Bank, in order to encourage their continued employment and
service with Wilshire State Bank and to reward them for their past service
and
contribution. Wilshire State Bank has also entered into separate Survivor Income
Agreements with its officers and directors relating to the Survivor Income
Plan.
Under the terms of the Survivor Income Plan, each participant is entitled to
a
base amount of death proceeds as set forth in the participant’s election to
participate, which base amount increases three percent per calendar year, but
only until normal retirement age, which is 65, and is grossed up for taxes
using
the Wilshire State Bank’s state and federal effective tax rate for the preceding
calendar year. If the participant remains employed by Wilshire State Bank after
age 65, the death benefit will be fixed at the amount determined at age 65.
If a
participant has attained age 65 prior to becoming a participant in the Survivor
Income Plan, the death benefit shall be equal to the base amount set forth
in
their election to participate with no increases. Wilshire State Bank is
obligated to pay any death benefit owing under the Survivor Income Plan in
a
lump sum within 90 days following the participant’s death.
The
participant’s rights under the Survivor Income Plan terminate upon termination
of employment with Wilshire State Bank. Upon termination of employment (except
for termination for cause), the participant will have the option to convert
the
amount of death benefit calculated at such termination of employment date to
a
split dollar arrangement, provided such arrangement is available under bank
regulation or tax law. If available, Wilshire State Bank and the participant
will enter into a split dollar agreement and split dollar policy endorsement.
Under such an arrangement, we would annually impute income to the officer or
director based on tax law or rules in force upon conversion. Two of our former
executives have elected to convert their survivor income benefit to a split
dollar benefit upon their termination. The bank has entered into a split
dollar agreement with former CEO, Soo Bong Min, in the amount of
$1,000,000 and with former CFO, Brian E. Cho, in the amount of $168,827.
Mr. Min’s employment with the Company and the Bank was terminated January
1, 2008. Accordingly, he was employed for the full year in 2007
and there was no 2007 imputed income from his split dollar policy. Mr.
Cho's employment with the Company terminated on November 30,
2007. The remaining one-month expense related to the split dollar
policy that the Company paid on his behalf was de minimis and is therefore
not included in his 2007 compensation.
One
of
our former directors, Forrest Stichman, and two of our current directors, Fred
Mautner and Mel Elliot, each of whom failed to qualify for Wilshire State Bank’s
selected insurer’s standard or preferred-rate death benefit provided by the
Survivor Income Plan, will receive payments from Wilshire State Bank in the
amount of $5,000, payable annually, until their death in lieu of participating
in the Survivor Income Plan.
In
order
to fund Wilshire State Bank’s obligations under the Survivor Income Plan,
Wilshire State Bank purchased bank-owned life insurance policies covering the
lives of our directors and certain officers with an aggregate premium amount
of
$10.5 million in 2003 and $3 million in 2005. For these amounts, the
Company paid a single premium in 2003 and 2005 and has not made any other
payments since that time. Wilshire State Bank is the sole owner of the policies,
the primary beneficiary of the life insurance policies and recognizes the
increase of the cash surrender value of the policies as tax-exempt other income.
The
following table summarizes the amount of the supplemental death benefit each
director and named executive officer is entitled to receive under the Survivor
Income Plan:
Director
or Executive Officer
|
|
Initial
Pre-
Retirement
Death
Benefit
|
|
Post-Retirement
Death
Benefit
|
|
|
|
|
|
|
|
2003
Awards
|
|
|
|
|
|
|
|
|
|
|
|
Sung
Soo Han
|
|
$
|
300,000
|
|
$
|
526,052
|
|
Elaine
Jeon
|
|
|
150,000
|
|
|
296,038
|
|
Joanne
Kim
|
|
|
300,000
|
|
|
481,412
|
|
Kyu-Hyun
Kim
|
|
|
300,000
|
|
|
300,000
|
|
Steven
Koh
|
|
|
1,000,000
|
|
|
1,229,874
|
|
Richard
Y. Lim
|
|
|
300,000
|
|
|
300,000
|
|
Young
Hi Pak
|
|
|
300,000
|
|
|
403,175
|
|
Harry
Siafaris
|
|
|
300,000
|
|
|
300,000
|
|
|
|
|
|
|
|
|
|
2005
Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sung
Soo Han
|
|
$
|
200,000
|
|
$
|
330,570
|
|
Gapsu
Kim
|
|
|
300,000
|
|
|
453,777
|
|
Joanne
Kim
|
|
|
200,000
|
|
|
302,518
|
|
Tax
Implications of Executive Compensation
Section
162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a
limit of $1,000,000 on the amount of compensation that may be deducted by the
Company in any year with respect to the CEO or any other Named Executive
Officers unless the compensation is performance-based compensation as described
in Section 162(m) and the related regulations. The Company has qualified certain
compensation paid to Named Executive Officers for deductibility under
Section 162(m), including (i) certain amounts paid as base salary and
incentive bonus, (ii) certain compensation expense related to options granted
pursuant to the Company’s 1997 Stock Option Plan. The Company may from time to
time pay compensation to our Named Executive Officers that may not be
deductible, including discretionary bonuses or other types of compensation
outside of our plans.
Although
the Company has generally attempted to structure executive compensation so
as to
preserve deductibility, the Company also believes that there may be
circumstances where the Company’s interests are best served by maintaining
flexibility in the way compensation is provided, even if it might result in
the
non-deductibility of certain compensation under the Code.
Although
equity awards may be deductible for tax purposes by the Company, the accounting
rules pursuant to APB 25 and FAS 123(R) require that the portion of the tax
benefit in excess of the financial compensation cost be recorded to
paid-in-capital.
Severance
Plan
The
Company does not have a severance plan in place for any of its Named Executive
Officers except for Mr. Min, as described below. However, the Company decided
to
pay Mr. Brian Cho, the Company’s former Chief Financial Officer, severance of
$30,000 because of his outstanding contribution to the Company during his
16-year tenure with the Company.
Employment
Agreement
s
On
April
5, 2006, Mr. Min entered into an employment agreement with the Bank, which
became effective on June 1, 2006 and replaced his previous employment agreement.
The new employment agreement was for the three-year term expiring June 1, 2009.
The terms of his employment agreement called for an annual base salary to Mr.
Min of $250,000. In connection with his employment agreement, the Company
awarded Mr. Min 10,000 incentive stock options and 40,000 non-qualified stock
options. All of the stock options had an exercise price of $18.60, the closing
price of the Company’s common stock on the date of grant. The incentive stock
options were to vest in two tranches of 5,000 on April 5, 2008 and April 5,
2009. The non-qualified stock options were to vest in three tranches of 20,000,
10,000 and 10,000 on April 5, 2007, April 5, 2008 and April 5, 2009,
respectively.
Mr.
Min
resigned as an officer and director of the Company and the Bank effective
January 1, 2008. In connection with his resignation, the Bank and Mr. Min’s
employment agreement was terminated and he entered into a consulting agreement
with the Bank. The consulting agreement calls for Mr. Min to perform financial
consulting services for the Bank through May 2009 in consideration of a monthly
payment to Mr. Min of $20,834. No other consideration or severance payment
was
made by the Company or the Bank to Mr. Min in connection with his resignation,
although the Company was obligated to pay to Mr. Min an incentive payment in
the
amount of $250,000 pursuant to his employment agreement based upon the financial
performance of the Company during 2007. In addition, Mr. Min’s stock options
have expired without his exercising them.
Pursuant
to his consulting agreement, and in connection with his resignation, Mr. Min
agreed that, for a period of three years following his termination of his
consulting agreement, he will not solicit, entice, encourage, attempt or cause,
directly or indirectly, any of the Company’s employee to leave the employment of
Wilshire State Bank. Mr. Min has also agreed that, during the same period,
he
will not (1) accept employment with or enter into any other consulting or
independent contractor relationship with a competing financial institution,
or
(2) directly or indirectly make known to any person, firm or corporation the
names and addresses of any of the Bank’s customers or any information pertaining
to them.
Effective
April 1, 2008, Ms. Joanne Kim was named as the permanent President and CEO
for the Company and the Bank. In connection with her appointment as permanent
President and CEO, Wilshire Bancorp, the Bank and Ms. Kim have entered into
a
three-year employment agreement. Pursuant to her employment agreement, Ms.
Kim
will receive an annual base salary of $260,000, $270,000 and $280,000 in the
first, second and third years, respectively, of her employment agreement. In
addition, the employment agreement provides that Ms. Kim will be paid an annual
bonus in an amount equal to four percent of any excess in the Company’s
consolidated pre-tax earnings during the current year over the amount of such
pre-tax earnings for the prior year. However, such annual bonus cannot exceed
100% of her annual base salary for a given year. Also, subject to the final
approval of the new stock incentive plan currently contemplated by the Company,
which is expected to be submitted for approval by our shareholders at the
upcoming annual meeting, Ms. Kim’s Employment Agreement provides that she will
be awarded options to purchase 50,000 shares of the common stock of Wilshire
Bancorp.
EXECUTIVE
COMPENSATION – SUMMARY TABLE
The
following table sets forth for each of the executive officers named below:
(i)
the dollar value of base salary and bonus earned during the year ended December
31, 2007; (ii) the dollar amount recognized for stock and option awards, in
accordance with FAS 123 (R) for financial statement reporting purposes with
respect to the fiscal year; (iii) the dollar value of earnings for services
pursuant to awards granted during the year under non-equity incentive plans;
(iv) the change in pension value and non-qualified deferred compensation
earnings during the year; (v) all other compensation for the year; and, finally,
(vi) the dollar value of total compensation for the year.
Summary
Compensation Table - Senior Executives
Name
|
|
Year
|
|
Salary($)
|
|
Bonus($)
|
|
Stock
Awards($)
|
|
Option
Awards
(1)
($)
|
|
Nonequity
Incentive
Plan
Compensation($)
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings($)
|
|
All Other
Compensation($)
|
|
Total($)
|
|
Joanne
Kim
|
|
|
2007
|
|
$
|
208,171
|
|
$
|
22,125
|
|
|
-
|
|
$
|
15,962
|
|
|
-
|
|
|
-
|
|
$
|
20,990
|
(2)
|
$
|
267,248
|
|
|
|
|
2006
|
|
$
|
164,771
|
|
$
|
91,442
|
|
|
-
|
|
$
|
18,574
|
|
|
-
|
|
|
-
|
|
$
|
20,196
|
(2)
|
$
|
294,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sung
Soo Han
|
|
|
2007
|
|
$
|
188,968
|
|
$
|
33,542
|
|
|
-
|
|
$
|
15,490
|
|
|
-
|
|
|
-
|
|
$
|
25,746
|
(3)
|
$
|
263,745
|
|
EVP
& Chief Lending Officer
|
|
|
2006
|
|
$
|
149,172
|
|
$
|
130,000
|
|
|
-
|
|
$
|
17,539
|
|
|
-
|
|
|
-
|
|
$
|
22,321
|
(3)
|
$
|
319,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elaine
Jeon
|
|
|
2007
|
|
$
|
138,622
|
|
$
|
23,042
|
|
|
-
|
|
$
|
9,046
|
|
|
-
|
|
|
-
|
|
$
|
18,881
|
(4)
|
$
|
189,591
|
|
Interim
CFO & SVP from November 2007 to April 2008
|
|
|
2006
|
|
$
|
111,200
|
|
$
|
44,250
|
|
|
-
|
|
$
|
9,713
|
|
|
-
|
|
|
-
|
|
$
|
17,430
|
(4)
|
$
|
182,593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Soo
Bong Min
|
|
|
2007
|
|
$
|
305,230
|
|
|
-
|
|
|
-
|
|
$
|
79,199
|
|
$
|
250,000
|
|
|
-
|
|
$
|
30,543
|
(5)
|
$
|
664,972
|
|
Former
President and CEO
|
|
|
2006
|
|
$
|
241,667
|
|
|
-
|
|
|
-
|
|
$
|
118,376
|
|
$
|
250,000
|
|
|
-
|
|
$
|
30,037
|
(5)
|
$
|
640,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
E. Cho
|
|
|
2007
|
|
$
|
184,800
|
|
|
-
|
|
|
-
|
|
$
|
15,490
|
|
|
-
|
|
|
-
|
|
$
|
54,455
|
(6)
|
$
|
254,745
|
|
|
|
|
2006
|
|
$
|
154,342
|
|
$
|
89,650
|
|
|
-
|
|
$
|
17,642
|
|
|
-
|
|
|
-
|
|
$
|
25,001
|
(6)
|
$
|
286,635
|
|
(1)
|
For
each of the stock option grants, the value shown is what is also
included
in the Company’s financial statements per FAS 123(R). See the financial
statements included in the 2007 Annual Report for a complete description
of the FAS 123(R) valuation. The actual number of awards granted
is shown
in the “Outstanding Equity Awards at Fiscal Year End” table included later
in this proxy statement.
|
(2)
|
Ms.
Kim received $9,351 and $9,000 in 2007 and 2006, respectively, as
the
Company contribution to her 401(k) Plan; the amount of $8,400 in
car
allowance in each of 2007 and 2006; and $3,239 and $2,796 in gasoline
paid
by the Company in 2007 and 2006,
respectively.
|
(3)
|
Mr.
Han received $10,206 and $6,712 in 2007 and 2006, respectively, as
the
Company contribution to his 401(k) Plan; the amounts of $8,400 in
car
allowance in each of 2007 and 2006; $3,130 and $3,299 in gasoline
paid by
the Company in 2007 and 2006, respectively; and $4,010 and $3,910
in club
dues in 2007 and 2006,
respectively.
|
(4)
|
Ms.
Jeon received $8,150 and $6,636 in 2007 and 2006, respectively, as
the
Company contribution to her 401(k) Plan; the amount of $8,400 in
car
allowance in each of 2007 and 2006; and $2,331 and $2,394 in gasoline
paid
by the Company in 2007 and 2006,
respectively.
|
(5)
|
Mr.
Min retired CEO on December 31, 2007. He received $9,375 and $9,031
in
2007 and 2006, respectively, as the Company contribution to his 401(k)
Plan; the amount of $15,224 in lease payments for the car provided
by the
Company in each of 2007 and 2006; $3,131 and $2,929 in gasoline paid
by
the Company in 2007 and 2006, respectively; $3,131 and $2,353 in
club dues
in 2007 and 2006, respectively; and the same amounts of $500 in apparel
in
2007 and 2006.
|
(6)
|
Mr.
Cho resigned CFO on November 30, 2007. He received $30,000 in severance
pay; $9,378 and $9,038 in 2007 and 2006, respectively, as the Company
contribution to his 401(k) Plan; $7,700 and $8,400 in car allowance
in
2007 and 2006, respectively; $5,262 and $5,210 in gasoline paid by
the
Company in 2007 and 2006, respectively; and $2,115 and $2,353 in
club dues
in 2007 and 2006, respectively.
|
Grant
of Plan-Based Awards
There
were no equity or non-equity plan based grants in 2007.
O
utstanding
Equity Awards at Fiscal Year End
The
following table sets forth information on outstanding option and stock awards
held by the NEOs at December 31, 2007, including the number of shares underlying
both exercisable and unexercisable portions of each stock option as well as
the
exercise price and the expiration date of each outstanding
option.
Outstanding
Equity Awards at
Fiscal
Year-End
|
|
|
|
Option
awards
|
|
Stock
awards
|
|
Name
|
|
Grant Date
|
|
Number of
Securities
underlying
unexercised
option (#)
exercisable
|
|
Number of
Securities
underlying
unexercised
option (#)
unexercisable
(1)
|
|
Equity
incentive
plan
awards:
Number of
Securities
underlying
unexercised
unearned
option(#)
|
|
Option
exercise
price($)
|
|
Option
Expiration
date
|
|
Number
of shares
or units
of stock
that have
not
vested(#)
|
|
Market
value of
shares or
units of
stock that
have not
vested($)
|
|
Equity
incentive
plan awards:
number of
unearned
shares, units
or other
rights that
have not
vested (#)
|
|
Equity
incentive plan
awards: market
or payout
value of
unearned
shares, units or
other rights
that have not
vested ($)
|
|
Joanne
Kim
|
|
|
2/01/2005
|
|
|
5,400
|
|
|
3,600
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
|
|
1,000
|
|
|
2,000
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
(2)
|
|
3,200
|
|
|
4,800
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Sung
Soo Han
|
|
|
5/22/2002
|
|
|
1,760
|
|
|
-
|
|
|
|
|
$
|
2.5682
|
|
|
5/22/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/01/2005
|
|
|
4,200
|
|
|
2,800
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
|
|
3,000
|
|
|
2,000
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
(3)
|
|
3,200
|
|
|
4,800
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Elaine
Jeon
|
|
|
2/01/2005
|
|
|
2,700
|
|
|
1,800
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
(4)
|
|
2,000
|
|
|
3,000
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Soo
Bong Min
|
|
|
12/19/2000
|
|
|
35,200
|
|
|
-
|
|
|
|
|
$
|
1.3921
|
|
|
12/19/2010
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
5/22/2002
|
|
|
58,666
|
|
|
-
|
|
|
|
|
$
|
2.5682
|
|
|
5/22/2012
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
7/30/2003
|
|
|
40,000
|
|
|
-
|
|
|
|
|
$
|
4.5325
|
|
|
7/30/2013
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/01/2005
|
(5)
|
|
13,500
|
|
|
-
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
4/05/2006
|
(5)
|
|
-
|
|
|
10,000
|
|
|
|
|
$
|
18.6800
|
|
|
4/05/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
4/05/2006
|
(6)
|
|
20,000
|
|
|
20,000
|
|
|
|
|
$
|
18.6800
|
|
|
4/05/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian
E. Cho
|
|
|
2/01/2005
|
(7)
|
|
4,200
|
|
|
-
|
|
|
|
|
$
|
15.2100
|
|
|
2/01/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
2/28/2005
|
(7)
|
|
3,000
|
|
|
-
|
|
|
|
|
$
|
13.7000
|
|
|
2/28/2015
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
|
9/01/2006
|
(7)
|
|
3,200
|
|
|
-
|
|
|
|
|
$
|
19.1800
|
|
|
9/01/2011
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
(1)
|
All
options granted prior to the fiscal 2006 for the Named Senior Executive
and Principal Officers vest over a period of four (4) years, with
the
first 20% vesting on the date of grant. The options are exercisable
for 10
years, and expire on the date 10 years from the date of grant except
option grants in 2006 indicated below in footnotes 2, 3, 4, 5, and
6.
|
(2)
|
Ms.
Kim’s 8,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
(3)
|
Mr.
Han’s 8,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
(4)
|
Ms.
Jeon’s 5,000 incentive stock options will be vested over a period of four
(4) years, with the first 20% vesting on the date of grant. The options
are exercisable for 5 years, and expire on the date 5 years from
the date
of grant.
|
(5)
|
Due
to termination of Mr. Min’s employment and service as a director, Mr.
Min’s 23,500 incentive stock options expired on March 31,
2008.
|
(6)
|
Due
to termination of Mr. Min’s employment and service as a director, Mr.
Min’s 40,000 non-qualified options expired on March 31,
2008.
|
(7)
|
Due
to termination of Mr. Cho’s employment, Mr. Cho’s 10,400 incentive stock
options expired on February 29,
2008.
|
O
ption
Exercises and Stock Vested
The
following table sets forth information on exercises of stock options and vesting
of restricted stock during 2007 for Senior Executive and Principal Officers
during the year ended December 31, 2007.
Option
Exercises and Stock Vested for the Fiscal Year 200
7
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Year
|
|
Number of Shares
acquired on
exercise(#)
|
|
Value realized
on
exercise($)
|
|
Number of Shares
acquired on
vesting(#)
|
|
Value realized
on
vesting($)
|
|
Joanne
Kim
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Sung
Soo Han
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Elaine
Jeon
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Soo
Bong Min
|
|
|
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Brian
E Cho
|
|
|
2007
|
|
|
7,040
|
|
$
|
46,688
|
|
|
-
|
|
|
-
|
|
P
ension
Benefits
The
table
disclosing the actuarial present value of each Named Executive Officer’s
accumulated benefit under defined benefit plans, the number of years of credited
service under each such plan, and the amount of pension benefits paid to each
Named Executive Officers during the year is omitted because the Company does
not
have a defined benefit plan for Named Executive Officers. The only retirement
plan available to NEOs in 2007 was the Company’s qualified 401(k) savings and
retirement plan, which is available to all employees.
N
on-Qualified
Deferred Compensation
The
table
disclosing contributions to non-qualified defined contributions and other
deferred compensation plans, each NEO’s withdrawals, earnings and fiscal year
end balances in those plans is omitted because, in 2007, the Company had no
nonqualified deferred compensation plans or benefits for executive officers
or
other employees of the Company.
DIRECTOR
COMPENSATION
The
Company generally uses a combination of cash and stock-based incentive
compensation to attract and retain qualified candidates to serve on the Board.
In setting director compensation, the Nominations and Corporate Governance
Committee considers the significant amount of time that Directors expend in
fulfilling their duties to the Company as well as the skill level required
by
the Company from members of the Board.
Cash
Compensation Paid to Board Members
Meetings
of our Board of Directors are held each month, generally on the same day as
meetings of the Wilshire State Bank Board. Each member of our Board of Directors
also serves on Wilshire State Bank’s Board. During the fiscal year 2007,
directors received $3,000 per month for their service on the Board of Directors
of both the Company and Wilshire State Bank. The Chairman of the Board received
an additional $2,500 per month. Non-employee directors also received fees of
$350 per meeting for attendance at Wilshire State Bank Board committee meetings
in 2007, but from January 1, 2008, attendance compensation is not provided
due
to the agreement of the Board of Directors for the contribution of the bank
management’s efforts to reduce expenses. Attendance compensation for the
Director Loan Committee and the Audit Committee was $450 per meeting in 2007,
but also there is no compensation for the Audit Committee from the beginning
of
2008. The Chairman of the Audit Committee received $1,500 per month in addition
to the monthly director fee and Committee meeting fees in 2007. The Chairman
of
the Director Loan Committee received $1,000 per month in addition to the monthly
director fee and Committee meeting fees in 2007. Directors are not paid
additional fees for their service on the Wilshire Bancorp board committees.
We
entered into Deferred Compensation Agreements in 1983 and 1984 with certain
directors, including Harry Siafaris, a current director. Pursuant to the
Deferred Compensation Agreements, the directors elected to defer certain
directors’ fees in exchange for specified benefits over a period of ten years
beginning at age 65. The only payments under the Deferred Compensation
Agreements made in 2007 to a current director were in the amount of $879 per
month to Mr. Siafaris. It is anticipated that we will eventually be
reimbursed for payments made under the Deferred Compensation Agreements through
the proceeds of life insurance policies previously purchased by us for the
participating directors, which policies name us as beneficiary.
The
following table discloses the cash, equity awards and other compensation earned,
paid or awarded, as the case may be, to each of the Company’s directors during
the fiscal year ended 2007.
Summary
Compensation Table - Directors
Name
|
|
Year
|
|
Fees
Earned
or Paid
in Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Nonequity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
(5)
($)
|
|
Total($)
|
|
Mel
Elliot
|
|
|
2007
|
|
$
|
48,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,500
|
(6)
|
$
|
53,500
|
|
Lawrence
Jeon
(1)
|
|
|
2007
|
|
$
|
7,150
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
7,650
|
|
Gapsu
Kim
|
|
|
2007
|
|
$
|
43,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,500
|
|
Kyu-Hyun
Kim
|
|
|
2007
|
|
$
|
58,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
58,500
|
|
Steven
Koh
|
|
|
2007
|
|
$
|
71,600
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
72,100
|
|
Richard
Lim
|
|
|
2007
|
|
$
|
43,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,500
|
|
Fred
Mautner
|
|
|
2007
|
|
$
|
69,350
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
5,500
|
(6)
|
$
|
74,850
|
|
Young
Hi Pak
|
|
|
2007
|
|
$
|
42,650
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
500
|
|
$
|
43,150
|
|
Harry
Siafaris
|
|
|
2007
|
|
$
|
42,650
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
11,048
|
(7)
|
$
|
53,698
|
|
Donald
Byun
(2)
|
|
|
2007
|
|
$
|
37,250
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
37,250
|
|
Larry
Greenfield
(3)
|
|
|
2007
|
|
$
|
38,050
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
38,050
|
|
Soo
Bong Min
(4)
|
|
|
2007
|
|
$
|
36,000
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
$
|
36,000
|
|
(1)
|
Lawrence
Jeon joined a member of Board of Directors on December 12, 2007.
|
(2)
|
Donald
Byun retired a member of Board of Directors on November 29, 2007.
|
(3)
|
Larry
Greenfield retired a member of Board of Directors on December 7,
2007.
|
(4)
|
Soo
Bong Min retired a member of Board of Directors and CEO on December
31,
2007.
|
(5)
|
Mel
Elliot, Lawrence Jeon, Gapsu Kim, Kyu-Hyun Kim, Steven Koh, Richard
Lim,
Fred Mautner Young Hi Pak, and Harry Siafaris received $500 in
apparel.
|
(6)
|
Includes
cash payments made in lieu of insurance premiums under the Company’s
Survivor Income Plan.
|
(7)
|
Includes
payments of $879 per month in exchange for specified benefits under
Deferred Compensation Agreements
.
|
HUMAN
RESOURCES COMMITTEE REPORT
The
Human
Resources Committee held five meetings during fiscal year 2007. The Human
Resources Committee has reviewed and discussed the Compensation Discussion
and
Analysis required by Item 402(b) of Regulation S-K with management. Based upon
such review, the related discussions and such other matters deemed relevant
and
appropriate by the Human Resources Committee, the Human Resources Committee
has
recommended to the Board of Directors that the Compensation Discussion and
Analysis be included in this proxy statement to be delivered to
shareholders.
Submitted
by the Human Resources Committee of the Board of Directors
Harry
Siafaris (Chairman)
Steven
Koh
Kyu-Hyun
Kim
Gapsu
Kim
Richard
Lim
Young
Hi
Pak
Dated:
April 2, 2008
HUMAN
RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During
2007, our HR Committee consisted of Harry Siafaris, Steven Koh, Kyu-Hyun Kim,
Gapsu Kim, Richard Lim, Young Hi Pak. No member of the HR Committee was an
officer or employee of Wilshire Bancorp or any of its subsidiaries during 2007
and no member of the HR Committee is formerly an officer of Wilshire Bancorp
or
any of its subsidiaries. In addition, none of our executive officers has served
as a member of a compensation committee or Board of Directors of any other
entity an executive officer of which is currently serving as a member of our
Board.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Under
Section 402 of the Sarbanes-Oxley Act of 2002, it is generally prohibited for
any issuer to extend, renew or arrange for the extension of credit in the form
of a personal loan to or for any director or executive officer of that issuer.
This prohibition, however, is not applicable to loans that are made in
compliance Section 22(h) of the Federal Reserve Act or the Federal
Reserve’s Regulation O. We believe that all related transactions comply
with Section 402 of the Sarbanes-Oxley Act or have been made pursuant to a
valid exception from Section 402 of the Sarbanes-Oxley Act.
Certain
of our officers, directors and principal shareholders and their affiliates
have
had transactions with the Bank, including borrowings and investments in
certificates of deposit. Our management believes that all such loans and
investments have been and will continue to be made in the ordinary course of
business of the Bank on substantially the same terms, including interest rates
paid and collateral required, as those prevailing at the time for comparable
transactions with unaffiliated persons, and do not involve more than the normal
risk of collectibles or present other unfavorable features. All loans made
by
the Bank to its directors, officers and principal shareholders are in compliance
with the requirements of Federal Reserve Regulation O.
We
recognize that related party transactions can present potential or actual
conflicts of interest and create the appearance that Company decisions are
based
on considerations other than the best interests of our shareholders. To ensure
that all loans and related party transactions are in the Company’s best
interests, the Board of Directors of Wilshire Bancorp
has
charged the Directors’ Loan Committee of the Bank, which is made up of all
independent directors, excluding any interested parties, to review and evaluate
all loans to related parties. The Director’s Loan Committee of the Bank reviews
such loans for compliance with the “Insider Loans” provisions of the Bank’s
General Loan Policy. The policy requires that a majority of the entire board
of
directors approve, in advance, all loans to insiders of the Bank and their
related interests or to insiders of an affiliate of the Bank where the aggregate
amount loaned to the insider and his or her related interests exceeds the
greater of $25,000 or 5 percent of the Bank’s capital and unimpaired surplus.
The interested party my not participate directly or indirectly by participating
in the discussion during the voting. Prior approval also is needed whenever
the
aggregate amount of such loans exceeds $500,000.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires the Company’s officers and directors, and
persons who own more than 10% of a registered class of the Company’s equity
securities (the “10% Shareholders”), to file reports of ownership and changes of
ownership with the Securities and Exchange Commission. Officers, directors
and
10% Shareholders of the Company are required by the Securities and Exchange
Commission regulation to furnish the Company with copies of all Section 16(a)
forms so filed.
Based
solely on our review of copies of such forms received, the Company believes
that, during the last fiscal year, all filing requirements under Section 16(a)
applicable to its officers, directors and 10% shareholders were timely met,
except that between February 2, 2007 and February 14, 2007, Mr. Fred
Mautner, a director of the Company, engaged in nine sale transactions that
were
not timely reported on a Form 4. These changes in beneficial ownership for
Mr. Mautner were reported in a Form 5 filing on January 24,
2008.
PROPOSAL
NO. 2
APPROVAL
OF 2008 STOCK INCENTIVE PLAN
Our
board
of directors has adopted the 2008 Stock Incentive Plan, subject to approval
by
the holders of a majority of the outstanding shares of our common stock entitled
to vote, present in person or represented by proxy, at the Annual Meeting.
Provided below is a summary of our reasons for adopting this 2008 Stock
Incentive Plan and seeking the approval of our shareholders. The following
summary is qualified in its entirety by the full text of the 2008 Stock
Incentive Plan document. The 2008 Stock Incentive Plan document is included
at
the end of this proxy statement as Appendix A and is incorporated by reference
into this proposal.
Why
We Are Asking for Stockholder Approval
We
are
asking for shareholders to approve the 2008 Stock Incentive Plan so that we
will
be able to grant stock options to our employees, outside directors and certain
consultants. Most of the companies with which we compete for directors and
management-level employees are public companies that offer stock options as
part
of their compensation packages. The Company’s previous equity compensation
plan—the 1997 Stock Incentive Plan—expired in 2007. By approving this 2008 Stock
Incentive Plan, our shareholders will enable us to continue to offer a more
competitive compensation package in attracting and retaining highly qualified
directors, officers and employees. In addition, the value of the stock options
and other stock awards that we would grant under this 2008 Stock Incentive
Plan
relates directly to the market price of our common stock. Continuing to utilize
stock options in our compensation packages will link the financial interest
of
our directors, officers and employees with the financial interest of our
shareholders.
If
We Do Not Receive Stockholder Approval, We Will Not Implement the 2008 Stock
Incentive Plan
Applicable
regulations do not permit us to implement an equity compensation plan without
stockholder approval. If we do not receive this approval, it will not be
possible for us to grant equity-based awards or stock options under the 2008
Stock Incentive Plan. In this event, we expect that our board of directors
will
consider substituting other forms of compensation to assure that our
compensation packages for employees, outside directors and certain consultants
are competitive with those of other publicly traded financial services companies
in our market area.
Purpose
of the 2008 Stock Incentive Plan
The
purpose of the 2008 Stock Incentive Plan is to promote the long-term success
of
the Company and the creation of shareholder value by (a) encouraging employees,
outside directors and certain consultants to focus on critical long-range
objectives, (b) encouraging the attraction and retention of employees, outside
directors and certain consultants with exceptional qualifications and (c)
linking employees, outside directors and certain consultants directly to
shareholder interests through increased stock ownership. The 2008 Stock
Incentive Plan seeks to achieve this purpose by providing for awards in the
form
of restricted shares or options to purchase shares of the common stock of the
Company.
Description
of the 2008 Stock Incentive Plan
Administration
.
The 2008
Stock Incentive Plan provides that it is to be administered by a committee
that
will consist exclusively of two or more directors of the Company who will be
appointed by the Board. The composition of the committee must satisfy: (i)
the
requirements of the SEC for administrators acting under plans intended to
qualify for exemption under Rule 16b-3 (or its successor) under the Exchange
Act, and (ii) such requirements as the Internal Revenue Service may establish
for outside directors acting under plans intended to qualify for exemption
under
Section 162(m)(4)(C) of the IRS Code. Wilshire Bancorp’s HR Committee will serve
as the committee that will administer the 2008 Stock Incentive Plan. The HR
Committee’s determinations under the 2008 Stock Incentive Plan are subject to
ratification by the board of directors, excluding any inside
directors.
Stock
Subject to the 2008 Stock Incentive Plan
.
We have reserved 2,933,200 shares of common stock for issuance under the
2008 Stock Incentive Plan. We do not expect that options to purchase all
of the shares reserved for issuance under the 2008 Stock Incentive Plan will
be
granted during 2008 and we cannot guarantee that all of the reserved shares
will
be issued pursuant to the 2008 Stock Incentive Plan. The aggregate fair
market value of the shares reserved for issuance under the 2008 Stock Incentive
Plan was $20,121,752 based on the latest closing sales price per share of common
stock of $6.86 on the NASDAQ Global Market on April 14, 2008.
Eligibility.
The HR
Committee shall decide which officers, directors, employees or consultants
will
be granted awards, shall specify the types of awards granted to such persons,
and shall determine the terms upon which awards are granted and may be earned.
The HR Committee may establish different terms and conditions for each type
of
award granted to an officer, director, employee or consultants for each person
receiving the same type of award, and for the same person for each award the
person receives, regardless of whether the awards are granted at the same or
different times. The HR Committee will have exclusive authority to determine
whether an award qualifies or is intended to qualify for the exemption from
the
deduction limitations of Section 162(m) of the Internal Revenue Code of
1986, as amended, or the “Internal Revenue Code,” for performance-based
compensation. The HR Committee’s determinations under the 2008 Stock Incentive
Plan shall be final and binding.
Terms
and Conditions of Options
.
The HR
Committee sets the terms and conditions of the stock options that it grants.
In
setting terms and conditions, it must observe the following restrictions:
|
•
|
|
It
may not grant options to purchase more than 400,000 shares to any
one
individual in any fiscal year, and it may not grant options to purchase
more than 300,000 to any new employee in the year in which that employee’s
service commences.
|
|
•
|
|
It
may not grant a stock option with a purchase price that is less than
the
fair market value of a share of Wilshire Bancorp’s common stock on the
effective date of the stock option grant.
|
|
•
|
|
It
may not grant a non-qualified stock option with a term that is longer
than
ten years and the term of incentive stock options must be five years
from
the date of grant.
|
The
HR
Committee may grant incentive stock options that qualify for special federal
income tax treatment or non-qualified stock options that do not qualify for
special federal income tax treatment. Incentive stock options are subject to
certain additional restrictions under the Internal Revenue Code, and the 2008
Stock Incentive Plan.
Upon
the
exercise of an option, the exercise price of the option must be paid in full.
Payment may be made in cash, common stock of Wilshire Bancorp already owned
by
the option holder, shares to be acquired by the option holder upon exercise
of
the option, a pledge of common stock already owned by the option holder to
secure a loan for the exercise price from the Company, a full-recourse
promissory note, or in such other consideration that is consistent with
applicable laws, regulations and rules.
Terms
and Conditions of Restricted Stock Awards.
The HR
Committee may, in its discretion, grant awards of restricted stock to eligible
individuals. The HR Committee will determine at the time of the grant the number
of shares of common stock subject to an award, the vesting schedule applicable
to the award and may, in its discretion, establish other terms and conditions
applicable to the award.
The
holders of restricted shares awarded under the 2008 Stock Incentive Plan shall
have the same voting, dividend and other rights as our other shareholders.
The
related Restricted Stock Agreement, however, may require that the holders of
restricted shares invest any cash dividends received in additional restricted
shares. Such additional restricted shares shall be subject to the same
conditions and restrictions as the award with respect to which the dividends
that were paid.
Adjustments
for Changes in the Number of Outstanding Shares.
The
number of shares of our common stock covered by each outstanding award under
the
2008 Stock Incentive Plan, and the per share exercise price of each such award
will be proportionately adjusted for any increase or decrease in the number
of
issued shares of common stock resulting from a stock split, reverse stock split,
recapitalization, combination, reclassification, the payment of a stock dividend
on our common stock, or any other increase or decrease in the number of such
shares of our common stock effected without receipt of consideration by Wilshire
Bancorp.
Termination
or Amendment of the Equity Incentive Plan
This
2008
Stock Incentive Plan will become effective on the date of approval by the
independent members of our board of directors and our shareholders and will
continue until it is suspend or terminated pursuant to its terms. Our board
may
also amend the 2008 Stock Incentive Plan at any time and in any respect and
such
amendment will only be subject to the approval of our shareholders to the extent
that it is required by applicable laws, regulations or rules. No awards may
be
granted after the Plan is terminated, and any amendment of the 2008 Stock
Incentive Plan will not affect any award previously granted.
Federal
Income Tax Consequences
The
following discussion is intended to be a summary and is not a comprehensive
description of the federal tax laws, regulations and policies affecting Wilshire
Bancorp and recipients of stock option grants and other awards under the 2008
Stock Incentive Plan. Any descriptions of the provisions of any law, regulation
or policy are qualified in their entirety by reference to the particular law,
regulation or policy. Any change in applicable law or regulation or in the
policies of various taxing authorities may have a significant effect on this
summary. The 2008 Stock Incentive Plan is not a qualified plan under
Section 401(a) of the Internal Revenue Code.
Federal
Tax Consequences for Option Recipients.
Incentive stock options will not create federal income tax consequences when
they are granted. If they are exercised during employment or within three months
after termination of employment (one year in the case of disability), the
exercise will not result in income that may increase taxable income, but will
create an item of adjustment that may affect liability for alternative minimum
tax. When the shares acquired on exercise of an incentive stock option are
sold,
the seller must pay federal income taxes on the amount by which the sales price
exceeds the exercise price. This amount will be taxed at capital gains rates
if
the sale occurs at least two years after the option was granted and at least
one
year after the option was exercised. In the event of an earlier disposition
(a
“disqualifying disposition”), the amount will be taxed as ordinary income to the
lesser of (i) the fair market value of the stock on the date of exercise minus
the exercise price or (ii) the amount realized on disposition minus the exercise
price. To the extent that the aggregate fair market value of the stock (as
determined on the date of the grant) with respect to which incentive stock
options become exercisable for the first time during any calendar year exceeds
$100,000, such excess options will be treated as non-qualified stock options.
Incentive
stock options that are exercised more than one year after termination of
employment due to death or disability or three months after termination of
employment for other reasons are treated as non-qualified stock options.
Non-qualified stock options will not create federal income tax consequences
when
they are granted. When they are exercised, federal income taxes at ordinary
income tax rates must be paid on the amount by which the fair market value
of
the shares acquired by exercising the option exceeds the exercise price. This
amount is subject to withholding for federal income and employment tax purposes.
When an option holder sells shares acquired by exercising non-qualified stock
options, he or she must pay federal income taxes on the amount by which the
sales price exceeds the exercise price plus the amount included in ordinary
income at option exercise. This amount will be taxed at capital gains rates,
which will vary depending upon the time that
has
elapsed since the exercise of the option. A cash payment under the 2008 Stock
Incentive Plan’s change in control provisions is taxed as if it were the
exercise of a non-qualified stock option followed immediately by a resale of
the
stock acquired by exercising the option.
Federal
Tax Consequences of Options for Wilshire Bancorp.
When
a
non-qualified stock option is exercised, Wilshire Bancorp may be allowed a
federal income tax deduction for the same amount that the option holder includes
in his or her ordinary income. When an incentive stock option is exercised,
there is no tax deduction unless the shares acquired are disposed of in a
disqualifying disposition. A cash payment under the 2008 Stock Incentive Plan’s
change in control provisions is deductible as if it were the exercise of a
non-qualified stock option, however, to the extent such payments constitute
“excess parachute payments” under Section 280G of the Internal Revenue Code,
Wilshire Bancorp may not deduct such payments. The Internal Revenue Code places
an annual limit of $1 million each on the tax deduction which we may claim
in
any fiscal year for the compensation of our Chief Executive Officer and certain
other highly compensated executive officers. There is an exception to this
limit
for so-called “qualified performance-based compensation.” We have designed this
2008 Stock Incentive Plan with the intention that the stock options that we
grant will constitute qualified performance-based compensation. As a result,
we
do not believe that this limit will impair our ability to claim federal income
tax deductions that are otherwise available when an option holder exercises
a
non-qualified stock option. No executive of Wilshire Bancorp or Wilshire Bank
currently receives compensation that would be rendered nondeductible by this
limitation.
Tax
Consequences of Restricted Stock
.
The
restricted stock awards under the 2008 Stock Incentive Plan do not result in
federal income tax consequences to either Wilshire Bancorp or the award
recipient. As a general rule, once the award is vested and the shares subject
to
the award are distributed, the award recipient will generally be required to
include in ordinary income, for the taxable year in which the vesting date
occurs, an amount equal to the fair market value of the shares on the vesting
date. Wilshire Bancorp will generally be allowed to claim a deduction, for
compensation expense, in a like amount, for the same taxable year in which
the
amount is included in the ordinary income of the award recipient. The award
recipient may make an election under Section 83(b) of the Internal Revenue
Code
(a “Section 83(b) election”) to include in ordinary income for the year in which
the grant occurs the excess of the fair market value of the shares on the
granting date over the amount paid for the shares. Wilshire Bancorp will
generally be allowed to claim a deduction for compensation expense, in a like
amount, for the taxable year in which the Section 83(b) election is made by
the
award recipient. If dividends are paid on unvested shares held under the 2008
Stock Incentive Plan, such dividend amounts will also be included in the
ordinary income of the recipient. Wilshire Bancorp will be allowed to claim
a
deduction for compensation expense for this amount as well. The amount included
in the income of the award recipient on account of the vesting of the award,
a
Section 83(b) election, or a dividend is subject to withholding by Wilshire
Bancorp.
As
noted
above, Section 162(m) of the Internal Revenue Code limits Wilshire
Bancorp’s deductions for compensation in excess of $1 million per year for our
Chief Executive Officer and certain other highly paid executive officers named
in its proxy statement. Compensation amounts resulting from restricted stock
awards will be subject to this deduction limitation if this amount of the
restricted stock awards plus other compensation of the executive that is subject
to the limit exceeds $1 million. No executive of Wilshire Bancorp currently
receives compensation subject to this limitation.
The
preceding statements are intended to summarize the general principles of current
federal income tax law applicable to stock options and other stock awards that
may be granted under the 2008 Stock Incentive Plan. State and local tax
consequences may also be significant.
Stock
option and restricted stock awards under the 2008 Stock Incentive Plan are
discretionary and the HR Committee has not yet determined whom awards will
be
made to and the terms and conditions of such awards.
As
a
result, no information is provided concerning the benefits to be delivered
under
the 2008 Stock Incentive Plan to any individual or group of individuals. The
value of such options will be based on the stock price appreciation following
the date of grant.
Vote
Required
If
a
quorum is present at the Annual Meeting, the vote of the holders of a majority
of the outstanding shares of our common stock entitled to vote, present in
person or represented by proxy, will be required to approve the 2008 Stock
Incentive Plan.
Board
Recommendation
The
Board
of Directors of Wilshire Bancorp unanimously recommends that the stockholders
vote “FOR” approval of the Wilshire Bancorp 2008 Stock Incentive Plan.
PROPOSAL
NO. 3
SHAREHOLDER
PROPOSAL
Gerald
R.
Armstrong, the holder of 3,616 shares of the Company’s common stock, whose
address is 820 Sixteenth Street, No. 705, Denver, Colorado, 80202-3227, and
whose telephone number is (303) 355-1119, has notified the Company that he
intends to present the following resolution at the annual shareholders’
meeting. The Board of Directors and the Company accept no responsibility
for the proposed resolution and supporting statement. As required by
federal regulations, the resolution and supporting statement are printed below.
To ensure that readers can easily distinguish between the materials provided
by
the proponent and the materials provided by the Company, we have placed a box
around materials provided by the proponent.
That
the shareholders of
WILSHIRE
BANCORP, INC.
request its Board of Directors to take the steps necessary
to eliminate
classification of terms of its Board of Directors to require
that
all
Directors stand for election annually. The Board declassification
shall be
completed in a manner that does not affect the unexpired terms
of the
previously-elected Directors.
STATEMENT
The
proponent believes the election of directors is the strongest
way that
shareholders influence the directors of any corporation. Currently,
our
board of directors is divided into three classes with each class
serving
three-year terms. Because of this structure, shareholders may
only vote
for one-third of the directors each year. This is not in the
best interest
of shareholders because it reduces accountability.
U.S.
Bancorp, Associated Banc-Corp, Piper-Jaffray Companies, Fifth-Third
Bancorp, Pan Pacific Retail Properties, Qwest Communications
International, Xcel Energy, Greater Bay Bancorp, North Valley
Bancorp,
Pacific Continental Corporation, Regions Financial Corporation,
CoBiz
Financial Inc., Marshall & Illsley Corporation, and Wintrust
Financial, Inc. are among the corporations electing directors
annually
because of the efforts of the proponent.
The
performance of our management and our Board of Directors is now
being more
strongly tested due to economic conditions and the accountability
for
performance must be given to the shareholders whose capital has
been
entrusted in the form of share investments.
A
study by researchers at Harvard Business School and the University
of
Pennsylvania’s Wharton School titled “Corporate Governance and Equity
Prices” (Quarterly Journal of Economics, February, 2003), looked at the
relationship between corporate governance practices (including
classified
boards) and firm performance. The study found a significant positive
link
between governance practices favoring shareholders (such as annual
directors election) and firm value.
While
management may argue that directors need and deserve continuity,
management should become aware that continuity and tenure may
be best
assured when their performance as directors is exemplary and
is deemed
beneficial to the best interests of the corporation and its
shareholders.
The
proponent regards as unfounded the concern expressed by some
that annual
election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by shareholders.
In the unlikely event that shareholders do vote to replace all
directors,
such a decision would express dissatisfaction with the incumbent
directors
and reflect a need for change.
If
you agree that shareholders may benefit from greater accountability
afforded by annual election of
all
directors, please vote “FOR” this
proposal.
|
Board
Of Directors Statement In Opposition
Our
board of directors unanimously recommends that you vote “AGAINST” this
proposal.
After
thoughtful consideration of this proposal, our Board of Directors has determined
that the foregoing shareholder proposal should not be implemented; and therefore
recommends a vote against the proposal for the following reasons, which are
discussed in more detail below:
|
·
|
We
believe our shareholders recently considered the benefits, risks
and
implications of a classified board in connection with their approval
of
the reorganization of the Company in
2004.
|
|
·
|
A
classified board provides for strategic continuity and stability
and can
preserve shareholder value in the event of an attempted corporate
takeover.
|
|
·
|
There
are a variety of other protections in place or available to our
shareholders that ensure the accountability of directors, even if
they are
elected on a classified basis.
|
The
current classified board provision has been in the articles of incorporation
and
by-laws of the Wilshire Bancorp since its inception in December 2003. The
classified board, including its benefits, risks and implications were expressly
disclosed to shareholders as a part of the reorganization transaction pursuant
to which Wilshire Bancorp became a holding company for the Bank, which was
approved by the public shareholders in 2004. The Company’s articles of
incorporation include a supermajority provision to preserve the classified
board
provisions, indicating that shareholders at the time of approval of the
reorganization believed that a classified board was warranted. Accordingly,
elimination of a classified board would require not only the support of a
majority of the Board, but also the affirmative vote of the holders of at least
66 and 2/3 percent of the Company’s outstanding common stock.
A
classified board improves the likelihood that, at any given time, a majority
of
the directors will have experience in the Company’s business and affairs,
promoting continuity and stability of the Company’s business strategies and
policies. This enables our directors to build on past experience and to plan
for
a reasonable period into the future. Our Board believes that the continuity
and
quality of leadership that results from a classified Board creates long-term
shareholder value and is in the best interests of the Company and its
shareholders. A classified board also helps the Company attract and retain
highly qualified individuals willing to dedicate the time and dedication
necessary to understand the Company, its operations and competitive environment
and concentrate on long-term planning and appropriate use of financial and
other
resources.
Moreover,
a classified board helps to protect shareholder value in the face of a coercive
takeover attempt. Absent a classified board, a potential acquirer could gain
control of the Company by replacing a majority of the Board with its own slate
of nominees at a single annual meeting by a simple plurality of the votes cast.
In contrast, the presence of a classified board, as well as other protections,
encourage hostile shareholders who may seek to acquire control of Wilshire
Bancorp to initiate arm’s-length discussions with the Board, who may be in a
position to negotiate a higher price or more favorable terms for shareholders
or
to seek to prevent a takeover that the Board believes is not in the best
interest of shareholders. The fact that the entire Board could not be removed
in
a single proxy fight would allow directors to weigh remaining independent
against accepting the offer, or a competing offer, from a position of
strength.
Moreover, in considering any takeover effort or other significant development
concerning the Company, the Board understands that its duty is to protect the
interests of all the Company’s shareholders. The Board intends to discharge that
duty to its utmost ability. The majority of the Board members are independent,
non-management directors whose interests are aligned with the shareholders.
The
proponent references a study finding a significant positive link between
corporate governance practices (including classified boards) and firm value.
A
more recent report, however, reaches a different conclusion:
In
closing, we note that the research to date has done little to empirically
evaluate the potential shareholder benefits associated with classified board
provisions or establish the causal nature of the relation between board
classification and firm value. In this light we suggest a more circumspect
policy approach be adopted by some governance practitioners and academics whose
recent calls for the abolition of this common governance provision seem
unwarranted and potentially damaging for shareholders.
1
(1)
Bates,
Becher and Lemmon, Board Classification and Managerial Entrenchment: Evidence
from the Market for
Corporate
Control (April 2007), at page 31.
In
the
Board’s view, by reducing the threat of an abrupt change in the composition of
the entire Board, the classified board permits a more orderly process for your
directors to consider any and all alternatives to maximize shareholder
value.
Moreover,
shareholders have a variety of tools at their disposal to ensure that directors,
even directors who are elected on a classified basis, are accountable to
shareholders. These tools include withholding votes from directors who are
standing for election, publicity campaigns and meeting with directors to express
shareholder concerns. Shareholders have successfully used these accountability
tools with a number of companies.
Vote
Required
The
affirmative vote of the holders of at least a majority of the outstanding shares
of our common stock, present at the meeting in person or by proxy, will be
required for the approval of this shareholder proposal. Abstentions from voting
in this matter are treated as votes “AGAINST.”
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “AGAINST” THIS PROPOSAL FOR THE REASONS DESCRIBED
ABOVE. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “AGAINST” THIS
PROPOSAL UNLESS A SHAREHOLDER HAS INDICATED OTHERWISE IN VOTING THE
PROXY.
OTHER
MATTERS
To
the
best knowledge, information and belief of the directors, there are no other
matters which are to be acted upon at the annual meeting. If such matters arise,
the form of proxy provides that discretionary authority is conferred on the
designated persons in the enclosed form of proxy to vote with respect to such
matters.
We
have
received no notice of any other items submitted for consideration at the meeting
and except for reports of operations and activities by management, which are
for
informational purposes only and require no action of approval or disapproval,
and consideration of the minutes of the preceding annual meeting for approval,
which may involve technical corrections to the text where actions taken were
incorrectly recorded, but which require no action of approval or disapproval
of
the subject matter, management neither knows of nor contemplates any other
business that will be presented for action by the shareholders at the annual
meeting. If any further business is properly presented at the annual meeting,
the persons named as proxies will act in their discretion on behalf of the
shareholders they represent.
SHAREHOLDER
DIRECTOR NOMINATIONS AND OTHER PROPOSALS FOR THE NEXT ANNUAL MEETING OF
SHAREHOLDERS
Consideration
of Director Nominees
Wilshire
Bancorp’s Bylaws provide for the nomination of directors in the following
manner:
“At
any
annual or special meeting of shareholders, persons nominated for election as
directors by shareholders shall be considered only if advance notice thereof
has
been timely given as provided herein and such nominations are otherwise proper
for consideration under applicable law and the Articles of Incorporation and
bylaws of the Corporation. Notice of the name of any person to be nominated
by
any shareholders for election as a director of the Corporation at any meeting
of
shareholders shall be delivered to the Secretary of the Corporation at its
principal executive office not less than 60 nor more than 90 days prior to
the date of the meeting;
provided
,
however
,
that if
the date of the meeting is first publicly announced or disclosed (in a public
filing or otherwise) less than 70 days prior to the date of the meeting,
such advance notice shall be given not more than ten days after such date is
first so announced or disclosed. Public notice shall be deemed to have been
given more than 70 days in advance of the annual meeting if the Corporation
shall have been previously disclosed, in these by-laws or otherwise, that the
annual meting in each year is to be held on a determinable date, unless and
until the Board determines to hold the meeting on a different date. Any
shareholder desiring to nominate any person for election as a director of the
Corporation shall deliver with such notice a statement in writing setting forth
the name of the person to be nominated, the number and class of all shares
of
each class of stock of the Corporation beneficially owned by such person, the
information regarding such person required by paragraphs (a), (e) and
(f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission applicable to
the
Corporation), such person’s signed consent to serve as a director of the
Corporation if elected, such shareholder’s name and address and the number and
class of all shares of each class of stock of the Corporation beneficially
owned
by such shareholder. As used herein, shares “beneficially owned” shall mean all
shares as to which such person, together with such person’s affiliates and
associates (as defined in Rule 12b-2 under the Securities Exchange Act of
1934), may be deemed to be beneficially owned pursuant to rules 13d-3 and
13d-5 under the Securities Exchange Act of 1934, as well as all shares as to
which such
person,
together with such person’s affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions). The person presiding at the meeting in addition
to
making any other determinations that may be appropriate to the conduct of the
meeting, shall determine whether such notice has been duly given and shall
direct that nominees not be considered if such notice has not been given.”
The
Board
of Directors will consider director candidates recommended by our shareholders
in a similar manner as those recommended by members of management or other
directors, provided the shareholder submitting such nomination has complied
with
the procedures set forth in the foregoing provision. To date, we have not
received any recommended nominees from any non-management shareholders or group
of shareholders that beneficially owns five percent of our voting stock.
Consideration
of Other Shareholder Proposals
Pursuant
to Rule 14a-8 under the Exchange Act, shareholder proposals to be included
in
our Proxy Statement and form of Proxy for the 2009 Annual Meeting of
Shareholders, must be received by us at our principal executive offices in
Los
Angeles, California, addressed to our Corporate Secretary, not later than
January 9, 2009. With respect to any shareholder proposals for director
nominations submitted pursuant to our Bylaws, they must be provided in
compliance with the provisions of our Bylaws which are set forth above. These
proposals must comply with applicable California law, the rules and regulations
promulgated by the SEC and the procedures set forth in our Bylaws.
NO
INCORPORATION BY REFERENCE OF
CERTAIN
PORTIONS OF THIS PROXY STATEMENT
Notwithstanding
anything to the contrary set forth in any of our previous filings made under
the
Securities Act or the Exchange Act, as amended, that might incorporate future
filings made by us under those statutes, neither the preceding Audit Committee
Report nor the Human Resources Committee Report is to be incorporated by
reference into any such prior filings, nor shall such graph or report be
incorporated by reference into any future filings made by us under those
statutes.
APPROVAL
OF THE BOARD OF DIRECTORS
The
contents of the proxy statement have been approved and our Board of Directors
has authorized the mailing thereof to our shareholders.
|
By
Order of the Board of Directors,
|
|
|
|
/s/
Joanne Kim
|
|
|
|
Joanne
Kim
|
|
President
and Chief Executive Officer
|
|
Wilshire
Bancorp, Inc.
|
Los
Angeles, California
|
|
May
09, 2008
|
|
Annual
Meeting Proxy Card
A.
Proposals – The Board of Directors recommends a vote
FOR
all the nominees listed and
FOR
Proposal
2 and
AGAINST
Proposal 3.
|
1.
|
To
elect as Class I Directors of Wilshire Bancorp, Inc. the following
persons
to hold office for three-year terms expiring at the 2011 Annual
Meeting of
Shareholders or until their successors have been duly elected
and
qualified.
|
01 –
Steven Koh
02 –
Gapsu Kim
03
– Lawrence Jeon
04 – Fred
Mautner
|
o
|
Mark
here to vote
FOR
all
nominees
|
|
|
Mark
here to
WITHHOLD
vote from all
nominees
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|
|
|
|
01
|
02
|
03
|
04
|
|
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For All EXCEPT
- To withhold a vote for one or more nominees, mark
the box to the left and the corresponding numbered box(es) to the right.
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For
|
Against
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Abstain
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|
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For
|
Against
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Abstain
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2.
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Proposal to approve and adopt of the
Wilshire
Bancorp, Inc.,
2008 Stock
Incentive Plan.
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3.
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To approve a shareholder proposal regarding
the classification
of our board of directors
that
may be
presented at the annual meeting.
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B.
Authorized Signatures – This section must be completed for your vote to be
counted. – Date and Sign Below
Please
sign exactly as name(s) appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
|
Date (mm/dd/yyyy) – Please print date below.
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Signature 1- Please keep signature within box.
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Signature 2 – Please keep signature within the box.
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/ /
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PROXY
- WILSHIRE BANCORP, INC.
ANNUAL
MEETING
JUNE
11, 2008
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Joanne Kim and Alex Ko, and each or either of them,
as proxyholders of the undersigned, with the full power to appoint their
substitute, and hereby authorizes them to represent and vote, as designated
on
the reverse side hereof, all of the shares of the common stock of Wilshire
Bancorp, Inc. held of record by the undersigned, which the undersigned may
be
entitled to vote, at the close of business on April 14, 2008, at the Annual
Meeting of Shareholders of Wilshire Bancorp, Inc. to be held on June 11, 2008,
and any continuation(s), postponement(s) or adjournment(s) thereof.
THIS
PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES UNDER PROPOSAL
1, FOR THE APPROVAL OF THE 2008 STOCK INCENTIVE PLAN UNDER PROPOSAL 2, AGAINST
THE SHAREHOLDER PROPOSAL REGARDING CLASSIFICATION OF OUR BOARD OF DIRECTORS
UNDER PROPOSAL 3, AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY
OTHER
MATTERS THAT PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, FOR THE APPROVAL
OF
THE 2008 STOCK INCENTIVE PLAN UNDER PROPOSAL 2, AND AGAINST THE SHAREHOLDER
PROPOSAL REGARDING CLASSIFICATION OF OUR BOARD OF DIRECTORS UNDER PROPOSAL
3. TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK, AS STATED ON THE REVERSE
SIDE.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED, PRE-PAID
ENVELOPE.
Annual
Meeting Proxy Card
A.
Proposals – The Board of Directors recommends a vote
FOR
all the nominees listed and
FOR
Proposal
2 and
AGAINST
Proposal 3.
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1.
|
To
elect as Class I Directors of Wilshire Bancorp, Inc. the following
persons
to hold office for three-year terms expiring at the 2011 Annual
Meeting of
Shareholders or until their successors have been duly elected
and
qualified.
|
01 –
Steven Koh
02 –
Gapsu Kim
03
– Lawrence Jeon
04 – Fred
Mautner
|
o
|
Mark
here to vote
FOR
all
nominees
|
|
|
Mark
here to
WITHHOLD
vote from all
nominees
|
|
|
|
|
01
|
02
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03
|
04
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For All EXCEPT
- To withhold a vote for one or more nominees, mark
the box to the left and the corresponding numbered box(es) to the right.
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For
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Against
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Abstain
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For
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Against
|
Abstain
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2.
|
Proposal to approve and adopt of the
Wilshire
Bancorp, Inc.,
2008 Stock
Incentive Plan.
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3.
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To approve a shareholder proposal regarding
the classification
of our board of directors
that
may be
presented at the annual meeting.
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B.
Non-Voting Items
Change
of Address
– Please print new address below.
C.
Authorized Signatures – This section must be completed for your vote to be
counted. – Date and Sign Below
Please
sign exactly as name(s) appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
|
Date (mm/dd/yyyy) – Please print date below.
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Signature 1-Please keep signature within box.
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Signature 2 – Please keep signature within the box.
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/ /
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PROXY
- WILSHIRE BANCORP, INC.
ANNUAL
MEETING
JUNE
11, 2008
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Joanne Kim and Alex Ko, and each or either of them,
as proxyholders of the undersigned, with the full power to appoint their
substitute, and hereby authorizes them to represent and vote, as designated
on
the reverse side hereof, all of the shares of the common stock of Wilshire
Bancorp, Inc. held of record by the undersigned, which the undersigned may
be
entitled to vote, at the close of business on April 14, 2008, at the Annual
Meeting of Shareholders of Wilshire Bancorp, Inc. to be held on June 11, 2008,
and any continuation(s), postponement(s) or adjournment(s) thereof.
THIS
PROXY, WHEN PROPERLY EXECUTED AND DATED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE CLASS I DIRECTOR NOMINEES UNDER PROPOSAL
1, FOR THE APPROVAL OF THE 2008 STOCK INCENTIVE PLAN UNDER PROPOSAL 2, AGAINST
THE SHAREHOLDER PROPOSAL REGARDING CLASSIFICATION OF OUR BOARD OF DIRECTORS
UNDER PROPOSAL 3, AND AT THE DISCRETION OF THE PROXIES WITH RESPECT TO ANY
OTHER
MATTERS THAT PROPERLY COME BEFORE THE MEETING. THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1, FOR THE APPROVAL
OF
THE 2008 STOCK INCENTIVE PLAN UNDER PROPOSAL 2, AND AGAINST THE SHAREHOLDER
PROPOSAL REGARDING CLASSIFICATION OF OUR BOARD OF DIRECTORS UNDER PROPOSAL
3. TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK, AS STATED ON THE REVERSE
SIDE.
PLEASE
MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED, PRE-PAID
ENVELOPE.
APPENDIX
A
FORM
OF
WILSHIRE
BANCORP, INC.
2008
Stock Incentive Plan
TABLE
OF CONTENTS
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Page No.
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ARTICLE
1.
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INTRODUCTION
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4
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ARTICLE
2.
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ADMINISTRATION
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4
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2.1
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Committee
Composition
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4
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2.2
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Committee
Responsibilities
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4
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ARTICLE 3.
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SHARES
AVAILABLE FOR GRANTS
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5
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3.1
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Basic
Limitation
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5
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3.2
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Adjustments
in Awards and Authorized Shares
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5
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3.3
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Additional
Shares
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5
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ARTICLE
4.
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ELIGIBILITY
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5
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4.1
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Nonstatutory
Stock Options and Restricted Shares
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5
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4.2
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Incentive
Stock Options
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5
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ARTICLE
5.
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OPTIONS
|
5
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5.1
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Stock
Option Agreement
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5
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5.2
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Number
of Shares
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5
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5.3
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Exercise
Price
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6
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5.4
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Exercisability
and Term
|
6
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5.5
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Effect
of Change in Control
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6
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5.6
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|
Modification
or Assumption of Options
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6
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5.7
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Buyout
Provisions
|
6
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ARTICLE
6.
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PAYMENT
FOR OPTION SHARES
|
6
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6.1
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|
General
Rule
|
6
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6.2
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|
Surrender
of Stock
|
7
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6.3
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Exercise/Sale
|
7
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6.4
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Exercise/Pledge
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7
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6.5
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Promissory
Note
|
7
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6.6
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Other
Forms of Payment
|
7
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ARTICLE
7.
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|
OPTION
GRANTS TO OUTSIDE DIRECTORS
|
7
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7.1
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|
Initial
Grants for Outside Directors
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7
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7.2
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Annual
Grants
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7
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7.3
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Accelerated
Exercisability
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8
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7.4
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Exercise
Price
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8
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7.5
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Term
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8
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7.6
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Affiliates
of Outside Directors
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8
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ARTICLE
8.
|
|
RESTRICTED
SHARES
|
8
|
8.1
|
|
Restricted
Stock Agreement
|
8
|
8.2
|
|
Payment
for Awards
|
8
|
8.3
|
|
Vesting
Conditions
|
8
|
8.4
|
|
Voting
and Dividend Rights
|
9
|
|
|
|
|
ARTICLE
9.
|
|
PROTECTION
AGAINST DILUTION
|
9
|
9.1
|
|
Adjustments
|
9
|
9.2
|
|
Dissolution
or Liquidation
|
9
|
9.3
|
|
Reorganizations
|
9
|
|
|
|
|
ARTICLE
10.
|
|
AWARDS
UNDER OTHER PLANS
|
10
|
|
|
|
|
ARTICLE
11.
|
|
LIMITATION
ON RIGHTS
|
10
|
11.1
|
|
Retention
Rights
|
10
|
11.2
|
|
Stockholders’
Rights
|
10
|
11.3
|
|
Regulatory
Requirements
|
10
|
|
|
|
|
ARTICLE
12.
|
|
WITHHOLDING
TAXES
|
10
|
12.1
|
|
General
|
10
|
12.2
|
|
Share
Withholding
|
10
|
|
|
|
|
ARTICLE
13.
|
|
LIMITATION
ON PAYMENTS
|
11
|
13.1
|
|
Scope
of Limitation
|
11
|
13.2
|
|
Basic
Rule
|
11
|
13.3
|
|
Reduction
of Payments
|
11
|
13.4
|
|
Overpayments
and Underpayments
|
11
|
13.5
|
|
Related
Corporations
|
12
|
|
|
|
|
ARTICLE
14.
|
|
FUTURE
OF THE PLAN
|
12
|
14.1
|
|
Term
of the Plan
|
12
|
14.2
|
|
Amendment
or Termination
|
12
|
|
|
|
|
ARTICLE
15.
|
|
DEFINITIONS
|
12
|
|
|
|
|
ARTICLE
16.
|
|
EXECUTION
|
15
|
WILSHIRE
BANCORP, INC.
2008
Stock Incentive Plan
ARTICLE
1.
INTRODUCTION
The
purpose of the Plan is to promote the long-term success of the Company and
the
creation of shareholder value by (a) encouraging Employees, Outside
Directors and Consultants to focus on critical long-range objectives,
(b) encouraging the attraction and retention of Employees, Outside
Directors and Consultants with exceptional qualifications and (c) linking
Employees, Outside Directors and Consultants directly to shareholder interests
through increased stock ownership. The Plan seeks to achieve this purpose by
providing for Awards in the form of Restricted Shares or Options (which may
constitute Incentive Stock Options or Nonstatutory Stock Options).
The
Plan
shall be governed by, and construed in accordance with, the laws of the State
of
California (except their choice-of-law provisions).
ARTICLE 2.
ADMINISTRATION
2.1
Committee
Composition. The Committee shall administer the Plan. The Committee shall
consist exclusively of two or more directors of the Company, who shall be
appointed by the Board. In addition, the composition of the Committee shall
satisfy:
(a)
Such
requirements as the Securities and Exchange Commission may establish for
administrators acting under plans intended to qualify for exemption under
Rule 16b-3 (or its successor) under the Exchange Act; and
(b)
Such
requirements as the Internal Revenue Service may establish for outside directors
acting under plans intended to qualify for exemption under
section 162(m)(4)(C) of the Code.
2.2
Committee
Responsibilities. The Committee shall (a) select the Employees, Outside
Directors and Consultants who are to receive Awards under the Plan,
(b) determine the type, number, vesting requirements and other features and
conditions of such Awards, (c) interpret the Plan and (d) make all
other decisions relating to the operation of the Plan. The Committee may adopt
such rules or guidelines as it deems appropriate to implement the Plan. The
Committee shall also administer the Plan with respect to Employees and
Consultants who are not considered officers or directors of the Company under
section 16 of the Exchange Act, may grant Awards under the Plan to such
Employees and Consultants and may determine all features and conditions of
such
Awards. The Committee’s determinations under the Plan shall be final and binding
on all persons subject to ratification by the full Board of Directors. All
considerations and decisions and ratifications must be made by independent
directors only.
ARTICLE
3.
SHARES
AVAILABLE FOR GRANTS
3.1
Basic
Limitation. Subject to adjustment, as provided in Section 3.2, the total number
of Common Shares initially available for grant under the Plan shall be 2,933,200
. Common Shares granted under the Plan may be authorized but unissued Common
Shares or reacquired Common Shares bought on the market or otherwise.
3.2
Adjustments
in Awards and Authorized Shares. The number of Common Shares covered by each
outstanding Award, and the per Share exercise price of each such Award, shall
be
proportionately adjusted for any increase or decrease in the number of issued
shares of common stock resulting from a stock split, reverse stock split,
recapitalization, combination, reclassification, the payment of a stock dividend
on the common stock or any other increase or decrease in the number of such
Shares of common stock effected without receipt of consideration by the
Company.
3.3
Additional
Shares. If Options are forfeited or terminate for any other reason before being
exercised, then the corresponding Common Shares shall again become available
for
the grant of Options or Restricted Shares under the Plan. If Restricted Shares
or Common Shares issued upon the exercise of Options are forfeited, then such
Common Shares shall again become available for the grant of NSOs and Restricted
Shares under the Plan. The aggregate number of Common Shares that may be issued
under the Plan upon the exercise of ISOs shall not be increased when Restricted
Shares or other Common Shares are forfeited.
ARTICLE 4.
ELIGIBILITY
4.1
Nonstatutory
Stock Options and Restricted Shares. Only Employees, Outside Directors and
Consultants shall be eligible for the grant of NSOs and Restricted
Shares.
4.2
Incentive
Stock Options. Only Employees who are common-law employees of the Company,
a
Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition,
an
Employee who owns more than 10% of the total combined voting power of all
classes of outstanding stock of the Company or any of its Parents or
Subsidiaries shall not be eligible for the grant of an ISO unless the
requirements set forth in section 422(c)(6) of the Code are
satisfied.
ARTICLE 5.
OPTIONS
5.1
Stock
Option Agreement. Each grant of an Option under the Plan shall be evidenced
by a
Stock Option Agreement between the Optionee and the Company. Such Option shall
be subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of the various
Stock Option Agreements entered into under the Plan need not be identical.
Options may be granted in consideration of a reduction in the Optionee’s other
compensation. A Stock Option Agreement may provide that a new Option will be
granted automatically to the Optionee when he or she exercises a prior Option
and pays the Exercise Price in the form described in
Section 6.2.
5.2
Number
of
Shares. Each Stock Option Agreement shall specify the number of Common Shares
subject to the Option and shall provide for the adjustment of such number in
accordance with Article 9. Options granted to any Optionee in a single
fiscal year of the Company shall not cover more than
400,000
Common
Shares, except that Options granted to a new Employee in the fiscal year of
the
Company in which his or her Service first commences shall not cover more than
300,000
Common
Shares. The limitations set forth in the preceding sentence shall be subject
to
adjustment in accordance with Article 9.
5.3
Exercise
Price. Each Stock Option Agreement shall specify the Exercise Price; provided
that the Exercise Price under an ISO shall in no event be less than 100% of
the
Fair Market Value of a Common Share on the date of grant and the Exercise Price
under an NSO shall in no event be less than 100% of the Fair Market Value of
a
Common Share on the date of grant.
5.4
Exercisability
and Term. Each Stock Option Agreement shall specify the date or event when
all
or any installment of the Option is to become exercisable. The Stock Option
Agreement shall also specify the term of the Option; provided that the term
of
an ISO shall be 5 (five) from the date of grant. A Stock Option Agreement may
provide for accelerated exercisability in the event of the Optionee’s death,
disability or retirement or other events and may provide for expiration prior
to
the end of its term in the event of the termination of the Optionee’s
Service.
5.5
Effect
of
Change in Control. The Committee may determine, at the time of granting an
Option or thereafter, that such Option shall become exercisable as to all or
part of the Common Shares subject to such Option in the event that a Change
in
Control occurs with respect to the Company or in the event that the Optionee
is
subject to an Involuntary Termination after a Change in Control. However, in
the
case of an ISO, the acceleration of exercisability shall not occur without
the
Optionee’s written consent. In addition, acceleration of exercisability may be
required under Section 9.3.
5.6
Modification
or Assumption of Options. Within the limitations of the Plan, the Committee
may
modify, extend or assume outstanding options or may accept the cancellation
of
outstanding options (whether granted by the Company or by another issuer) in
return for the grant of new options for the same or a different number of shares
and at the same or a different exercise price. The foregoing notwithstanding,
no
modification of an Option shall, without the consent of the Optionee, alter
or
impair his or her rights or obligations under such Option.
5.7
Buyout
Provisions. The Committee may at any time (a) offer to buy out for a
payment in cash or cash equivalents an Option previously granted or
(b) authorize an Optionee to elect to cash out an Option previously
granted, in either case at such time and based upon such terms and conditions
as
the Committee shall establish.
ARTICLE 6.
PAYMENT
FOR OPTION SHARES
6.1
General
Rule. The entire Exercise Price of Common Shares issued upon exercise of Options
shall be payable in cash or cash equivalents at the time when such Common Shares
are purchased, except as follows:
(a)
In
the
case of an ISO granted under the Plan, payment shall be made only pursuant
to
the express provisions of the applicable Stock Option Agreement. The Stock
Option Agreement may specify that payment may be made in any form(s) described
in this Article 6.
(b)
In
the
case of an NSO, the Committee may at any time accept payment in any form(s)
described in this Article 6.
6.2
Surrender
of Stock. To the extent that this Section 6.2 is applicable, all or any
part of the Exercise Price may be paid by surrendering, or attesting to the
ownership of, Common Shares that are already owned by the Optionee. Such Common
Shares shall be valued at their Fair Market Value on the date when the new
Common Shares are purchased under the Plan. The Optionee shall not surrender,
or
attest to the ownership of, Common Shares in payment of the Exercise Price
if
such action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to the Option for financial
reporting purposes.
6.3
Exercise/Sale.
To the extent that this Section 6.3 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form
prescribed by the Company) an irrevocable direction to a securities broker
approved by the Company to sell all or part of the Common Shares being purchased
under the Plan and to deliver all or part of the sales proceeds to the
Company.
6.4
Exercise/Pledge.
To the extent that this Section 6.4 is applicable, all or any part of the
Exercise Price and any withholding taxes may be paid by delivering (on a form
prescribed by the Company) an irrevocable direction to pledge all or part of
the
Common Shares being purchased under the Plan to a securities broker or lender
approved by the Company, as security for a loan, and to deliver all or part
of
the loan proceeds to the Company.
6.5
Promissory
Note. To the extent that this Section 6.5 is applicable, all or any part of
the Exercise Price and any withholding taxes may be paid by employees and
directors (not consultants) by delivering (on a form prescribed by the Company)
a full-recourse promissory note.
6.6
Other
Forms of Payment. To the extent that this Section 6.6 is applicable, all or
any part of the Exercise Price and any withholding taxes may be paid in any
other form that is consistent with applicable laws, regulations and
rules.
ARTICLE
7.
OPTION
GRANTS TO OUTSIDE DIRECTORS
7.1
Initial
Grants for Outside Directors. Each Outside Director who first becomes a member
of the Board after the date of approval of this 2008 Stock Incentive Plan shall
be eligible to receive an initial one-time grant of an NSO as determined by
the
a committee of the Board comprised entirely of Outside Directors (“Director
Stock Option Committee”). Such NSO shall be granted on the date when such
Outside Director first joins the Board and shall become exercisable as
determined by the Director Stock Option Committee in its sole and absolute
discretion as set forth in the Stock Option Grant Agreement. An Outside Director
who previously was an Employee shall not receive a grant under this Section
7.1.
7.2
Annual
Grants. Upon the conclusion of each regular annual meeting of the Company’s
stockholders held in the year 2008 or thereafter, each Outside Director who
will
continue serving as a member of the Board thereafter shall receive an NSO
covering a number of Common Shares as determined by the Director Stock Option
Committee in its sole and absolute discretion, except that such NSO shall not
be
granted in the calendar year in which the same Outside Director received the
NSO
described in Section 7.1. NSOs granted under this Section 7.2 shall
become exercisable in full on the first anniversary of the date of grant. An
Outside Director who previously was an Employee shall be eligible to receive
grants under this Section 7.2.
7.3
Accelerated
Exercisability. All NSOs granted to an Outside Director under this
Article 7 shall also become exercisable in full in the event
that:
(a)
Such
Outside Director’s Service terminates because of death, total and permanent
disability or retirement at or after age 65; or
(b)
The
Company is subject to a Change in Control before such Outside Director’s Service
terminates.
Acceleration
of exercisability may also be required by Section 9.3.
7.4
Exercise
Price. The Exercise Price under all NSOs granted to an Outside Director under
this Article 7 shall be equal to 100% of the Fair Market Value of a Common
Share on the date of grant, payable in one of the forms described in
Sections 6.1, 6.2 and 6.3.
7.5
Term.
All
NSOs granted to an Outside Director under this Article 7 shall terminate on
the earliest of (a) the 10
th
anniversary of the date of grant, (b) the date three months after the
termination of such Outside Director’s Service for any reason other than death
or total and permanent disability or (c) the date three months after the
termination of such Outside Director’s Service because of death or total and
permanent disability.
7.6
Affiliates
of Outside Directors. The Committee may provide that the NSOs that otherwise
would be granted to an Outside Director under this Article 7 shall instead
be granted to an affiliate of such Outside Director. Such affiliate shall then
be deemed to be an Outside Director for purposes of the Plan, provided that
the
Service-related vesting and termination provisions pertaining to the NSOs shall
be applied with regard to the Service of the Outside Director.
ARTICLE
8.
RESTRICTED
SHARES
8.1
Restricted
Stock Agreement. Each grant of Restricted Shares under the Plan shall be
evidenced by a Restricted Stock Agreement between the recipient and the Company.
Such Restricted Shares shall be subject to all applicable terms of the Plan
and
may be subject to any other terms that are not inconsistent with the Plan.
The
provisions of the various Restricted Stock Agreements entered into under the
Plan need not be identical.
8.2
Payment
for Awards. Subject to the following sentence, Restricted Shares may be sold
or
awarded under the Plan for such consideration as the Committee may determine,
including (without limitation) cash, cash equivalents, full-recourse promissory
notes, past services and future services. To the extent that an Award consists
of newly issued Restricted Shares, the consideration shall consist exclusively
of cash, cash equivalents or past services rendered to the Company (or a Parent
or Subsidiary) or, for the amount in excess of the par value of such newly
issued Restricted Shares, full-recourse promissory notes, as the Committee
may
determine.
8.3
Vesting
Conditions. Each Award of Restricted Shares may or may not be subject to
vesting. Vesting shall occur, in full or in installments, upon satisfaction
of
the conditions specified in the Restricted Stock Agreement. A Restricted Stock
Agreement may provide for accelerated vesting in the event of the Participant’s
death, disability or retirement or other events. The Committee may determine,
at
the time of granting Restricted Shares or thereafter, that all or part of such
Restricted Shares shall become vested in the event that a Change in Control
occurs with respect to the Company or in the event that the Participant is
subject to an Involuntary Termination after a Change in
Control.
8.4
Voting
and Dividend Rights. The holders of Restricted Shares awarded under the Plan
shall have the same voting, dividend and other rights as the Company’s other
stockholders. A Restricted Stock Agreement, however, may require that the
holders of Restricted Shares invest any cash dividends received in additional
Restricted Shares. Such additional Restricted Shares shall be subject to the
same conditions and restrictions as the Award with respect to which the
dividends were paid.
ARTICLE 9.
PROTECTION
AGAINST DILUTION
9.1
Adjustments.
In the event of a subdivision of the outstanding Common Shares, a declaration
of
a dividend payable in Common Shares or a combination or consolidation of the
outstanding Common Shares (by reclassification or otherwise) into a lesser
number of Common Shares, corresponding adjustments shall automatically be made
in each of the following:
(a)
The
number of Options and Restricted Shares available for future Awards under
Article 3;
(b)
The
limitations set forth in Section 5.2;
(c)
The
number of Common Shares covered by each outstanding Option; or
(d)
The
Exercise Price under each outstanding Option.
In
the
event of a declaration of an extraordinary dividend payable in a form other
than
Common Shares in an amount that has a material effect on the price of Common
Shares, a recapitalization, a spin-off or a similar occurrence, the Committee
shall make such adjustments as it, in its sole discretion, deems appropriate
in
one or more of the foregoing. Except as provided in this Article 9, a
Participant shall have no rights by reason of any issuance by the Company of
stock of any class or securities convertible into stock of any class, any
subdivision or consolidation of shares of stock of any class, the payment of
any
stock dividend or any other increase or decrease in the number of shares of
stock of any class.
9.2
Dissolution
or Liquidation. To the extent not previously exercised, Options shall terminate
immediately prior to the dissolution or liquidation of the Company.
9.3
Reorganizations.
In the event that the Company is a party to a merger or other reorganization,
outstanding Options and Restricted Shares shall be subject to the agreement
of
merger or reorganization. Such agreement shall provide for (a) the
continuation of the outstanding Awards by the Company, if the Company is a
surviving corporation, (b) the assumption of the outstanding Awards by the
surviving corporation or its parent or subsidiary, (c) the substitution by
the surviving corporation or its parent or subsidiary of its own awards for
the
outstanding Awards, (d) full exercisability or vesting and accelerated
expiration of the outstanding Awards or (e) settlement of the full value of
the outstanding Awards in cash or cash equivalents followed by cancellation
of
such Awards.
ARTICLE 10.
AWARDS
UNDER OTHER PLANS
The
Company may grant awards under other plans or programs. Such awards may be
settled in the form of Common Shares issued under this Plan. Such Common Shares
shall be treated for all purposes under the Plan like Restricted Shares and
shall, when issued, reduce the number of Common Shares available under
Article 3.
ARTICLE 11.
LIMITATION
ON RIGHTS
11.1
Retention
Rights. Neither the Plan nor any Award granted under the Plan shall be deemed
to
give any individual a right to remain an Employee, Outside Director or
Consultant. The Company and its Parents, Subsidiaries and Affiliates reserve
the
right to terminate the Service of any Employee, Outside Director or Consultant
at any time, with or without cause, subject to applicable laws, the Company’s
certificate of incorporation and by-laws and a written employment agreement
(if
any).
11.2
Shareholders’
Rights. A Participant shall have no dividend rights, voting rights or other
rights as a shareholder with respect to any Common Shares covered by his or
her
Award prior to the time when a stock certificate for such Common Shares is
issued or, in the case of an Option, the time when he or she becomes entitled
to
receive such Common Shares by filing a notice of exercise and paying the
Exercise Price. No adjustment shall be made for cash dividends or other rights
for which the record date is prior to such time, except as expressly provided
in
the Plan.
11.3
Regulatory
Requirements. Any other provision of the Plan notwithstanding, the obligation
of
the Company to issue Common Shares under the Plan shall be subject to all
applicable laws, rules and regulations and such approval by any regulatory
body
as may be required. The Company reserves the right to restrict, in whole or
in
part, the delivery of Common Shares pursuant to any Award prior to the
satisfaction of all legal requirements relating to the issuance of such Common
Shares, to their registration, qualification or listing or to an exemption
from
registration, qualification or listing.
ARTICLE 12.
WITHHOLDING
TAXES
12.1
General.
To the extent required by applicable federal, state, local or foreign law,
a
Participant or his or her successor shall make arrangements satisfactory to
the
Company for the satisfaction of any withholding tax obligations that arise
in
connection with the Plan. The Company shall not be required to issue any Common
Shares or make any cash payment under the Plan until such obligations are
satisfied.
12.2
Share
Withholding. To the extent that applicable law subjects a Participant to tax
withholding obligations, the Committee may permit such Participant to satisfy
all or part of such obligations by having the Company withhold all or a portion
of any Common Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Common Shares that he or she previously
acquired. Such Common Shares shall be valued at their Fair Market Value on
the
date when they are withheld or surrendered.
ARTICLE
13.
LIMITATION
ON PAYMENTS.
13.1
Scope
of
Limitation. This Article 13 shall apply to an Award only if:
(a)
The
independent auditors most recently selected by the Board (the “Auditors”)
determine that the after-tax value of such Award to the Participant, taking
into
account the effect of all federal, state and local income taxes, employment
taxes and excise taxes applicable to the Participant (including the excise
tax
under section 4999 of the Code), will be greater after the application of
this Article 13 than it was before the application of this Article 13;
or
(b)
The
Committee, at the time of making an Award under the Plan or at any time
thereafter, specifies in writing that such Award shall be subject to this
Article 13 (regardless of the after-tax value of such Award to the
Participant).
If
this
Article 13 applies to an Award, it shall supersede any contrary provision
of the Plan or of any Award granted under the Plan.
13.2
Basic
Rule. In the event that the Auditors determine that any payment or transfer
by
the Company under the Plan to or for the benefit of a Participant (a “Payment”)
would be nondeductible by the Company for federal income tax purposes because
of
the provisions concerning “excess parachute payments” in section 280G of
the Code, then the aggregate present value of all Payments shall be reduced
(but
not below zero) to the Reduced Amount. For purposes of this Article 13, the
“Reduced Amount” shall be the amount, expressed as a present value, which
maximizes the aggregate present value of the Payments without causing any
Payment to be nondeductible by the Company because of section 280G of the
Code.
13.3
Reduction
of Payments. If the Auditors determine that any Payment would be nondeductible
by the Company because of section 280G of the Code, then the Company shall
promptly give the Participant notice to that effect and a copy of the detailed
calculation thereof and of the Reduced Amount, and the Participant may then
elect, in his or her sole discretion, which and how much of the Payments shall
be eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall advise the Company
in
writing of his or her election within 10 days of receipt of notice. If no
such election is made by the Participant within such 10-day period, then the
Company may elect which and how much of the Payments shall be eliminated or
reduced (as long as after such election the aggregate present value of the
Payments equals the Reduced Amount) and shall notify the Participant promptly
of
such election. For purposes of this Article 13, present value shall be
determined in accordance with section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article 13 shall be binding
upon the Company and the Participant and shall be made within 60 days of
the date when a Payment becomes payable or transferable. As promptly as
practicable following such determination and the elections hereunder, the
Company shall pay or transfer to or for the benefit of the Participant such
amounts as are then due to him or her under the Plan and shall promptly pay
or
transfer to or for the benefit of the Participant in the future such amounts
as
become due to him or her under the Plan.
13.4
Overpayments
and Underpayments. As a result of uncertainty in the application of
section 280G of the Code at the time of an initial determination by the
Auditors hereunder, it is possible that Payments will have been made by the
Company which should not have been made (an “Overpayment”) or that additional
Payments which will not have been made by the Company could have been made
(an
“Underpayment”), consistent in each case with the calculation of the Reduced
Amount hereunder. In the event that the Auditors, based upon the assertion
of a
deficiency by the Internal Revenue Service against the Company or the
Participant which the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to
the
Company, together with interest at the applicable federal rate provided in
section 7872(f)(2) of the Code; provided, however, that no amount shall be
payable by the Participant to the Company if and to the extent that such payment
would not reduce the amount which is subject to taxation under section 4999
of the Code. In the event that the Auditors determine that an Underpayment
has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in section 7872(f)(2) of the
Code.
13.5
Related
Corporations. For purposes of this Article 13, the term “Company” shall
include affiliated corporations to the extent determined by the Auditors in
accordance with section 280G(d)(5) of the Code.
ARTICLE 14.
FUTURE
OF THE PLAN
14.1
Term
of
the Plan. The Plan, as set forth herein, shall become effective upon approval
of
the Board of Directors and the Shareholders. The Plan shall remain in effect
until it is terminated under Section 14.2, except that no ISOs shall be
granted on or after the 10
th
anniversary
of the later of (a) the date when the Board adopted the Plan or
(b) the date when the Board adopted the most recent increase in the number
of Common Shares available under Article 3 that was approved by the
Company’s stockholders.
14.2
Amendment
or Termination. The Board may, at any time and for any reason, amend or
terminate the Plan. An amendment of the Plan shall be subject to the approval
of
the Company’s stockholders only to the extent required by applicable laws,
regulations or rules. No Awards shall be granted under the Plan after the
termination thereof. The termination of the Plan, or any amendment thereof,
shall not affect any Award previously granted under the Plan.
ARTICLE 15.
DEFINITIONS
15.1
“Affiliate”
means any entity other than a Subsidiary, if the Company and/or one or more
Subsidiaries own not less than 50% of such entity.
15.2
“Award”
means any award of an Option or a Restricted Share under the Plan.
15.3
“Board”
means the Company’s Board of Directors, as constituted from time to
time.
15.4
“Cause”
shall mean (a) the unauthorized use or disclosure of the confidential
information or trade secrets of the Company, which use or disclosure causes
material harm to the Company, (b) conviction of, or a plea of “guilty” or
“no contest” to, a felony under the laws of the United States or any State
thereof, (c) gross negligence, (d) willful misconduct or (e) a
failure to perform assigned duties that continues after the Participant has
received written notice of such failure from the Board. The foregoing, however,
shall not be deemed an exclusive list of all acts or omissions that the Company
(or the Parent, Subsidiary or Affiliate employing the Participant) may consider
as grounds for the discharge of the Participant without Cause.
15.5
“Change
in Control” means:
(a)
The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not
stockholders of the Company immediately prior to such merger, consolidation
or
other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities
of
each of (i) the continuing or surviving entity and (ii) any direct or
indirect parent corporation of such continuing or surviving entity;
(b)
The
sale,
transfer or other disposition of all or substantially all of the Company’s
assets;
(c)
A
change
in the composition of the Board, as a result of which fewer than 50% of the
incumbent directors are directors who either (i) had been directors of the
Company on the date 24 months prior to the date of the event that may constitute
a Change in Control (the “original directors”) or (ii) were elected, or
nominated for election, to the Board with the affirmative votes of at least
a
majority of the aggregate of the original directors who were still in office
at
the time of the election or nomination and the directors whose election or
nomination was previously so approved; or
(d)
Any
transaction as a result of which any person is the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing at least 20% of the total voting power
represented by the Company’s then outstanding voting securities. For purposes of
this Subsection (d), the term “person” shall have the same meaning as when
used in sections 13(d) and 14(d) of the Exchange Act but shall exclude
(i) a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or of a Parent or Subsidiary and (ii) a
corporation owned directly or indirectly by the stockholders of the Company
in
substantially the same proportions as their ownership of the common stock of
the
Company.
A
transaction shall not constitute a Change in Control if its sole purpose is
to
change the state of the Company’s incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who
held
the Company’s securities immediately before such transaction.
15.6
“Code”
means the Internal Revenue Code of 1986, as amended.
15.7
“Committee”
means a committee of the Board, as described in Article 2.
15.8
“Common
Share” means one share of the common stock of the Company.
15.9
“Company”
means Wilshire Bancorp., Inc., a California corporation.
15.10
“Consultant”
means a consultant or adviser who provides bona fide services to the Company,
a
Parent, a Subsidiary or an Affiliate as an independent contractor. Service
as a
Consultant shall be considered employment for all purposes of the Plan, except
as provided in Section 4.2.
15.11
“Employee”
means a common-law employee of the Company, a Parent, a Subsidiary or an
Affiliate.
15.12
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
15.13
“Exercise
Price” means the amount for which one Common Share may be purchased upon
exercise of an Option, as specified in the applicable Stock Option
Agreement.
15.14
“Fair
Market Value” means the market price of Common Shares, determined by the
Committee in good faith on such basis as it deems appropriate.
Whenever
possible, the determination of Fair Market Value by the Committee shall be
based
on the prices reported in
The
Wall Street Journal
.
Such
determination shall be conclusive and binding on all persons.
15.15
“Involuntary
Termination” means the termination of the Participant’s Service by reason
of:
(a)
The
involuntary discharge of the Participant by the Company (or the Parent,
Subsidiary or Affiliate employing him or her) for reasons other than Cause;
or
(b)
The
voluntary resignation of the Participant following (i) a material adverse
change in his or her title, stature, authority or responsibilities with the
Company (or the Parent, Subsidiary or Affiliate employing him or her),
(ii) a material reduction in his or her base salary or (iii) receipt
of notice that his or her principal workplace will be relocated by more than
30
miles.
15.16
“ISO”
means an incentive stock option described in section 422(b) of the
Code.
15.17
“NSO”
means a stock option not described in sections 422 or 423 of the
Code.
15.18
“Option”
means an ISO or NSO granted under the Plan and entitling the holder to purchase
Common Shares.
15.19
“Optionee”
means an individual or estate who holds an Option.
15.20
“Outside
Director” means a member of the Board who is not an Employee. Service as an
Outside Director shall be considered employment for all purposes of the Plan,
except as provided in Section 4.2.
15.21
“Parent”
means any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than
the
Company owns stock possessing 50% or more of the total combined voting power
of
all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption
of
the Plan shall be considered a Parent commencing as of such date.
15.22
“Participant”
means an individual or estate that holds an Award.
15.23
“Plan” means Wilshire Bancorp, Inc. 2008 Stock Incentive Plan, as amended from
time to time.
15.24
“Restricted Share” means a Common Share awarded under the Plan.
15.25
“Restricted Stock Agreement” means the agreement between the Company and the
recipient of a Restricted Share that contains the terms, conditions and
restrictions pertaining to such Restricted Share.
15.26
“Service” means service as an Employee, Outside Director or
Consultant.
15.27
Stock
Option Agreement” means the agreement between the Company and an Optionee that
contains the terms, conditions and restrictions pertaining to his or her
Option.
15.28
“Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company, if each of the corporations other
than
the last corporation in the unbroken chain owns stock possessing 50% or more
of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.
ARTICLE 16.
EXECUTION
To
record
the adoption of the Plan by the Board and the stockholders of the Company,
effective as of June 11, 2008, the Company has caused its duly authorized
officer to execute this document in the name of the Company.
WILSHIRE
BANCORP, INC.
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Wilshire Bancorp, Inc. (MM) (NASDAQ:WIBC)
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