- Current report filing (8-K)
December 03 2009 - 10:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest
event reported):
November 27,
2009
WILSHIRE BANCORP,
INC.
(Exact
name of registrant as specified in its charter)
California
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000-50923
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20-0711133
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(State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3200 Wilshire Boulevard, Los
Angeles,
California 90010
(Address of principal executive offices) (Zip Code)
(213) 387-3200
(Registrants telephone number, including area
code)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02 DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATION ARRANGEMENTS OF CERTAIN OFFICERS
Restricted Stock Grants for Named Executive
Officers
At
a meeting held on November 27, 2009, the Human Resources Committee (the HR
Committee) of the Board of Directors of Wilshire Bancorp, Inc. (the Corporation)
approved awards of time-based restricted stock under the Wilshire Bancorp Inc.,
2008 Stock Incentive Plan (the 2008 Plan) to certain officers and employees of
the Corporation, including to the Corporations named executive officers.
The
Corporation participated in the Troubled Asset Relief Program (TARP), Capital
Purchase Program (CPP) under the Emergency Economic Stabilization Act of
2008, as amended (EESA). The EESA places limitations on the
Corporations ability to make awards or payments to certain of its employees,
including its named executive officers. These restrictions apply
during the period in which any
obligation arising from financial assistance provided to the Corporation under
the CPP remains outstanding as described in Section 111(b)(3)(D)(i) of
the EESA, excluding any period in which the Treasury Department only holds
warrants to purchase the common stock of the Corporation as provided in Section 111(a)(5) of
the EESA (the TARP Period). Consequently, the HR Committee determined
that the Corporation would award restricted stock to the named executive
officers, subject to terms and conditions that are permissible for such
restricted stock grants under the EESA.
The
number of shares of restricted stock granted on November 27, 2009 to the
Corporations named executive officers pursuant to the 2008 Plan are set forth
below:
Named Executive Officer
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Number of
Shares of
Restricted
Stock
Granted
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Joanne Kim
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President and Chief Executive
Officer
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19,650
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Alex Ko
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Senior Vice President and Chief
Financial Officer
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15,000
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Sung Soo Han
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Executive Vice President and
Chief Lending Officer
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6,000
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In
approving the restricted stock to be awarded to the above-listed named
executive officers, the HR Committee exercised its discretion, as permitted
under the 2008 Plan, to both allocate the number of shares of restricted stock
to be awarded among the Corporations named executive officers and also to
determine the terms of the restricted stock, which terms are summarized below.
The terms of each award are
set forth in a Restricted Stock Agreement between the Company and the
officer. The Restricted Stock
Agreements for Alex Ko and Sung Soo Han generally provide for a three-year
vesting schedule,
provided
that no shares of the
restricted stock will vest, and all such shares will remain restricted, during
the TARP Period. The Restricted Stock
Agreement for Joanne Kim also generally provides for a three-year vesting
schedule, but in the event that her employment is terminated
2
by the Board of Directors at
the time of the expiration of her existing Employment Agreement with the
Corporation, the vesting of all restricted stock held by her at that time will
be accelerated and all such shares will become fully vested upon the expiration
and termination of her Employment Agreement.
Any acceleration of the vesting schedule for shares of restricted stock
held by Ms. Kim will remain subject to the lapse of the TARP Period.
Pursuant to the Restricted
Stock Agreements, all holders of restricted stock will have full voting rights
with respect to the award shares. During
the period of restriction, all dividends and other distributions paid on the restricted stock in cash or property
other than shares of the Corporations common stock will be invested in shares
of the Corporations common stock. Such
shares will be treated as additional shares of restricted stock, will be
subject to the same restrictions on transferability and vesting as the
restricted stock with respect to which they were paid, and will, to the extent
vested, be paid when and to the extent the underlying shares of restricted
stock are vested and freed of restrictions.
The
full text of the form of the Restricted Stock Agreement for the awards
described above is attached as Exhibit 10.1 to this report and is
incorporated by reference into this Item 5.02.
ITEM
9.01
FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits
Exhibit 10.1
Form of
Restricted Stock Agreement.
3
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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WILSHIRE BANCORP, INC.
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Date:
December 2, 2009
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By:
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/s
/Alex Ko
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Alex
Ko, Chief Financial Officer
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4
EXHIBIT INDEX
Exhibit
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No.
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Description
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10.1
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Form of
Restricted Stock Agreement.
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5
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