**EXHIBIT 10.1**
**EMPLOYMENT AGREEMENT**
     This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of August 16,2004 by and between UCBH Holdings, Inc. (the “Holding Company”), UnitedCommercial Bank (the “Bank”), and Thomas S. Wu (“Executive”). Any reference to“Company” herein shall be deemed to include the Holding Company and the Bank.
     A. The Company wishes to assure itself of the services of Executive forthe term provided in this Agreement; and
     B. Executive is willing to serve in the employ of the Company on afull-time basis for the term.
     In consideration of the mutual covenants herein contained, and upon theother terms and conditions hereinafter provided, the parties hereby agree asfollows:
1. POSITION AND RESPONSIBILITIES.
     (a) During the term of Executive’s employment hereunder, Executive agreesto serve as President and Chief Executive Officer of the Company. Executiveshall render services to the Company such as are customarily performed bypersons in a similar executive capacity and as directed by the Company’s Boardof Directors (the “Board”).
     (b) During the term, Executive also agrees to serve, if elected, asdirector of the Company and as Chairman of the Board of the Company and as anofficer or director of any subsidiary of the Company (“Subsidiary”).
     (c) The Company shall continue to provide Executive with a private office,executive secretary, administrative assistants, office equipment, supplies andother facilities and services, suitable to Executive’s position and adequatefor the performance of his duties.
2. TERM.
     (a) The period of Executive’s employment under this Agreement shall bedeemed to have commenced as of the date first above written and shall continuefor a period of thirty-six (36) full calendar months thereafter. Commencing onthe date of the execution of this Agreement, the term of this Agreement shallbe extended for one day for each day that lapses until such time as the Boardor Executive elects not to extend the term of the Agreement by giving writtennotice to the other party in accordance with Section 7 of this Agreement, inwhich case the term of this Agreement shall be fixed and shall end on the thirdanniversary of the date of such written notice.
     (b) During the term of Executive’s employment hereunder, except forperiods of absence occasioned by illness, reasonable vacation periods, andreasonable leaves of absence, Executive shall devote substantially all hisbusiness time, attention, skill, and efforts to the faithful performance of hisduties hereunder, including activities and services related to theorganization, operation and management of the Company and its Subsidiaries andparticipation in community, professional and civic organizations. Executivemay serve, or continue to serve, on the boards of directors of, and hold anyother offices or positions in organizations, which will not present anyconflict of interest with the Company or its Subsidiaries, or require anunreasonable amount of time or materially adversely affect the performance ofExecutive’s duties hereunder as follows:
          (i) For non-profit entities/organizations, Board approval is notrequired.
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          (ii) For privately traded for profit companies, Executive will consultwith the Board prior to accepting any such invitation.
          (iii) For publicly traded for profit companies, Executive will seek priorBoard approval.
     (c) Notwithstanding anything herein contained to the contrary, Executive’semployment with the Company may be terminated by the Company or Executivesubject to the terms and conditions of this Agreement.
3. COMPENSATION AND REIMBURSEMENT.
     (a) Executive shall be entitled to a salary from the Company of$1,000,000.00 per year (“Base Salary”) payable in accordance with the Company’snormal payroll policies during his employment term. Base Salary shall includeany amounts of compensation deferred by Executive under any qualified orunqualified plan maintained by the Company. During the term of this Agreement,Executive’s Base Salary shall be reviewed at least annually, no later thanJanuary 31 of the following year (commencing January 31, 2005). Such annualreview shall be conducted by the Board. The Board, in its sole discretion, mayadjust Executive’s Base Salary and may also award a bonus (“Bonus”). As aresult of any adjustment in Base Salary, the new Base Salary shall become the“Base Salary” for purposes of this Agreement. In addition to the Base Salaryprovided in this Section 3(a), the Company shall also provide Executive, at nocost to Executive, with all such other benefits as provided uniformly topermanent full-time employees of the Company and its Subsidiaries including,but not limited to, those set forth in Section 3(b) below.
     (b) Executive shall be entitled to participate in any employee benefitplans, arrangements and perquisites substantially equivalent to those in whichExecutive was participating or otherwise deriving benefit from immediatelyprior to the beginning of the term of this Agreement, and the Company and itsSubsidiaries will not, without Executive’s prior written consent, make anychanges in such plans, arrangements or perquisites which would materiallyadversely affect Executive’s rights or benefits thereunder, except to theextent that such changes are made applicable to all Company employees eligibleto participate in such plans, arrangements and perquisites on anon-discriminatory basis. Without limiting the generality of the foregoingprovisions of this Subsection (b), Executive shall be entitled to participatein or receive benefits under any employee benefit plans including, but notlimited to, retirement plans, supplemental retirement plans, pension plans,profit-sharing plans, health-and-accident plans, medical coverage and any otheremployee benefit plan or arrangement made available by the Company in thefuture to its senior executives and key management employees, subject to and ona basis consistent with the terms, conditions and overall administration ofsuch plans and arrangements. Nothing paid to Executive under any such plan orarrangement will be deemed to be in lieu of other compensation to whichExecutive is entitled under this Agreement.
     (c) In addition to the Base Salary and Bonus provided for by paragraph (a)of this Section 3 and other benefits provided for by paragraph (b) of thisSection 3, the Company shall promptly pay or reimburse Executive for any andall reasonable expenses incurred in promoting the business of the Company andits Subsidiaries including, but not limited to entertainment, gifts, travel andclub memberships. The Company shall also provide the Executive the use of anautomobile for personal and business purposes including reasonable expenses forinsurance, fuel, maintenance, repair and registration of such automobile, anduse of the Company’s driver as reasonably necessary.
     The Company and Executive acknowledge that certain expenses described inthis Section 3(c) may not be specifically enumerated as reimbursable expensespursuant to the policies of the Company and its Subsidiaries. Notwithstandingsuch policies, the Company and Executive acknowledge that the intent of thisSection 3(c) is to reimburse Executive for any and all expenses reasonablyincurred in the best interests of and in promoting the business of the Companyor its Subsidiaries, provided that such reimbursement is otherwise inconformance with Company’s policies such as, by way of example, with respect tothe provision of appropriate receipts for the expenses.
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4. TERMINATION.
     (a) Cause. The term “Termination for Cause” shall mean terminationbecause of an act or acts of gross misconduct, willful neglect of duties or theconviction of a felony or equivalent violation of law or any other act orfailure to act that materially damages the reputation of the Company asdetermined by the Board in its sole discretion after a good faithinvestigation. For the purpose of this Section, no act or failure to act onExecutive’s part shall be “willful” unless done or omitted to be done withoutthe reasonable belief that the action or omission was made in the bestinterests of the Company and its Subsidiaries. Executive shall not be deemedto have been Terminated for Cause unless and until there shall have beendelivered to him a Notice of Termination (as provided in this subsection below)which shall include a copy of a resolution duly adopted by the affirmative voteof not less than seventy-five percent (75%) of the independent members of theBoard at a meeting of the Board called and held for that purpose, finding thatin the good faith opinion of at least 75% of the independent members of theBoard, the Executive was guilty of conduct justifying Termination for Cause andspecifying the relevant facts supporting the Termination for Cause. On suchdate of Termination for Cause, (i) any unvested stock options and relatedlimited rights and any unvested awards shall become null and void and shall notbe exercisable by or delivered to Executive at any time subsequent to suchTermination for Cause; and (ii) the Company’s sole liability shall be limitedto the payment of Executive’s Base Salary and benefits through such date oftermination, which shall be paid in a lump sum. The Date of Termination ForCause shall be determined to be the date on which the Notice of Termination isdelivered to Executive, or in the event the Company is unable to reasonablylocate Executive, three (3) business days after delivery of such Notice ofTermination to the Executive’s last known address.
     (b) Without Cause. The Company may terminate this Agreement without causeby giving not less than three (3) months prior written notice to Executivepursuant to Section 7 of this Agreement. Upon the effective date of suchtermination, Executive shall be entitled to receive a sum equal to three (3)times the highest annual compensation (defined as Base Salary and Bonus underSection 3(a), above) due to the Executive over the three years immediatelypreceding such termination. Executive shall be paid such amount in a lump sumor, at Executive’s election made in writing within three months after receivingnotice pursuant to Section 7 of this Agreement, in installments over a monthlybasis over a period of thirty-six (36) months (the “Three Times Highest PayBenefit”). Also, on the date of such termination, all stock options and/orrestricted stock awards and related limited rights and any unvested awardsshall immediately vest and be exercisable for one year after such termination.In addition to the payments stated above, Executive will be entitled tocontinue to receive life, medical and disability coverage substantiallyidentical to the coverage maintained by the Company for Executive prior totermination and paid for by the Company for three years from the date oftermination without cause.
     (c) Disability.
     (i) If as a result of any physical or mental disability, Executiveshall be unable to perform his duties under this Agreement for three (3)consecutive full calendar months, or for eighty percent (80%) or more ofthe working days during four (4) consecutive calendar months, the Companymay upon three (3) months’ advance written notice to Executive, terminateExecutive’s employment under this Agreement (a “Termination Due toDisability”). During such three (3) month notice period, the Company mayremove Executive from any and all of his positions, but he shall continueto be an employee of the Company and to be paid in accordance with thisAgreement:
     (ii) On the expiration of such three (3) month notice period,Executive’s employment under this Agreement shall terminate.
     (iii) If there should be a dispute between the parties hereto as toExecutive’s physical or mental disability for purposes of this Agreement,the question shall be settled by the opinion of an impartial reputablelicensed physician or psychiatrist selected in good faith by the Boardwith recognized experience in the field pertaining to the nature of thedisability. Executive hereby agrees to cooperate in the examination byany such person. The certificate of such physician or psychiatrist shallbe final and binding upon the parties hereto.
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     (iv) Upon an event of Termination due to Disability, Company’sliability to the Executive under the Agreement shall be limited to thatwhich is provided under Paragraph 4(d) (i) and (ii) of this Agreement,below.
     (d) Death. In the event that the Executive should die during the termhereof, this Agreement shall terminate effective on the date of his death. Insuch event, Executive’s executor, trustee or other personal representative(“Authorized Representative”) shall be entitled to receive the followingpayments, which shall be paid in a lump sum:
     (i) the amount of the remaining payments of Base Salary (excludingbonus) that the Executive would have earned if he had continued hisemployment with the Company over the remaining term of this Agreement (asdefined in Section 2(a) above) at Executive’s Base Salary as of the dateof termination; and
     (ii) the amount equal to the annual contributions that would havebeen made on Executive’s behalf to any employee benefit plans offered bythe Company during the remaining term of this Agreement based oncontributions made (on an annualized basis) as of the date oftermination.
     In addition, all stock options and/or restricted stock awards and relatedlimited rights and any unvested awards shall immediately vest and beexercisable for one year after such termination by the AuthorizedRepresentative.
     (e) Voluntary. Notwithstanding anything provided herein to the contrary,Executive shall have the right at any time, for whatever reason, to deliver tothe Company three (3) months’ advance written notice of his election toterminate this Agreement. During such three (3) month notice period, theCompany may remove Executive from any and all of his positions, but Executiveshall continue to be an employee of the Company and to be paid in accordancewith this Agreement, and shall perform all of his duties herein or as otherwisedirected by the Board. On the expiration of such three (3) month noticeperiod, Executive’s employment under this Agreement shall terminate. In suchevent, Executive shall be entitled to receive his Base Salary earned andbenefits accrued through the date of termination.
     (f) Change in Duties. In the event Executive voluntarily resigns from hisregular employment following any material adverse change in or loss of title,office or significant authority or responsibility, material reduction in BaseSalary or benefits (excluding bonus) or relocation of his principal place ofemployment by more than 25 miles from its location (“Change in Duties”),Executive shall be entitled to the Three Times Highest Pay Benefit as definedby Paragraph 4(b) of this Agreement and all stock options and/or restrictedstock awards and related limited rights and any unvested awards shallimmediately vest and be exercisable for one year after such termination.
     (g) Upon termination of employment, the Executive shall have an option topurchase any club membership(s) that were funded by the Company for theExecutive. This option must be exercised by the Executive in writing within 6months of the Date of Termination. The purchase shall be at the same purchaseprice paid by the Company originally to acquire such club membership(s), unlessotherwise agreed by the parties in writing.
5. CHANGE IN CONTROL.
     (a) For purposes of this Agreement, a “Change in Control” of the Companyshall mean an event or series of events of a nature that at such time: (i) any“person” (as the term is used in Sections 13(d) and 14(d) of the SecuritiesExchange Act of 1934, as amended) is or becomes the “beneficial owner” (asdetermined under Rule 13d of such Act), directly or indirectly, of votingsecurities of the Bank or the Holding Company representing fifty percent (50%)or more of the Bank’s or the Holding Company’s outstanding voting securities orright to acquire such securities except for any voting securities of the Bankpurchased by the Holding Company and any voting securities purchased by anyemployee benefit plan of the Bank or the Holding Company, or (ii) a plan ofreorganization, merger, consolidation, sale of all or substantially all theassets of the Bank or the Holding Company or similar transaction occurs inwhich the Bank or the Holding Company is not the resulting entity.
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     (b) If a Change in Control has occurred pursuant to Section 5(a),Executive shall be entitled to the benefits provided in Section 5(c) upon hissubsequent termination of or resignation from regular employment withinthirty-six (36) months following the Change in Control due to: (i) terminationof Executive’s employment or (ii)Change in Duties as such duties existed at the time of the Change inControl (each event shall be referred to herein as a “Change In Control BenefitTrigger”). No benefits shall be provided to the Executive pursuant to thisSection 5 in the event of Executive’s Termination for Cause or his resignationfor reasons other than those specified as a Change In Control Benefit Trigger.
     (c) Upon the occurrence of a Change In Control Benefit Trigger pursuantSection 5(b), (i) the Company shall pay Executive, or in the event of hissubsequent death or disability, his beneficiary or beneficiaries, or hisestate, as the case may be, a sum equal to three (3) times the highest annualcompensation (defined as Base Salary and Bonus under Section 3(a), above) dueto the Executive over the three years immediately preceding the Change inControl Benefit Trigger, less all required and applicable withholding, and (ii)any unvested stock options and related limited rights and unvested awardsgranted to Executive under any stock option and similar plans shall immediatelyvest and shall be exercisable within one (1) year. Within ten (10) days ofExecutive’s entitlement to benefits pursuant to Section 5(b), Executive canelect to receive a lump sum payment for the amount set forth in this subsection(c) (i) above. In the event no election is made, Executive shall be paid suchamount in installments on a monthly basis over a period of thirty-six (36)months.
     (d) Upon the occurrence of a Change in Control followed by Executive’stermination of employment or resignation (other than Termination for Cause),Company and its successors and assigns shall cause to be continued forExecutive life, medical and disability coverage substantially identical to thecoverage maintained by the Company for Executive prior to Executive’stermination or resignation. Such coverage and payments shall cease upon theexpiration of thirty-six (36) full calendar months from the date of terminationor resignation.
     (e) Company expressly acknowledges and agrees that Executive shall have acontractual right to the full benefits of this Agreement, and Company and anysuccessor expressly waives any rights it may have to deny liability for anybreach of its contractual commitment hereunder upon the grounds of lack ofconsideration, accord and satisfaction or similar defense. In any disputearising after a Change of Control as to whether Executive is entitled to thebenefits of this Agreement and all incentive plans, there shall be apresumption that the Executive is entitled to such benefits and the burden ofproving otherwise shall be on the Company or any successor.
6. CHANGE IN CONTROL RELATED PROVISIONS.
     (a) Anything in this Agreement to the contrary notwithstanding, in theevent it shall be determined that any payment or distribution by the Company toor for the benefit of Executive (whether paid or payable or distributed ordistributable pursuant to the terms of this Agreement or otherwise, butdetermined without regard to any additional payments required under thisSection 6) (the “Termination Benefits”) would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) orany corresponding provisions of state or local tax laws, or any interest orpenalties are incurred by Executive with respect to such excise tax (suchexcise tax, together with any such interest and penalties, are hereinaftercollectively referred to as the “Excise Tax”), then Executive shall be entitledto receive an additional payment (a “Gross-Up Payment”) in an amount such thatafter payment by Executive of all taxes (including any interest or penaltiesimposed with respect to such taxes), including, without limitation, any incometaxes (and any interest and penalties imposed with respect thereto) and ExciseTax imposed upon the Gross-Up Payment, Executive retains an amount of theGross-Up Payment equal to the Excise Tax imposed upon the Termination Benefits.
     (b) Subject to the provisions of Section 6(c), all determinations requiredto be made under this Section 6, including whether and when a Gross-Up Paymentis required and the amount of such Gross-Up Payment and the assumptions to beutilized in arriving at such determination, shall be made by the Company’scertified public accounting firm (or such other certified public accountingfirm designated by Executive and reasonably acceptable to the Company) (the“Accounting Firm”), which shall provide detailed supporting calculations bothto the Company and Executive within fifteen (15) business days of the receiptof notice from Executive that there has been Termination Benefits, or suchearlier time as is requested by the Company. All fees and expenses of theAccounting
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Firm shall be borne solely by the Company. Any Gross-Up Payment, asdetermined pursuant to this Section 6, shall be paid by the Company toExecutive within five business (5) days of the receipt of the Accounting Firm’sdetermination. If the Accounting Firm determines that no Excise Tax is payableby Executive, the Company shallcause the Accounting Firm to provide Executive with an opinion thatExecutive has substantial authority not to report any Excise Tax on his federalincome tax return. Any determination by the Accounting Firm shall be bindingupon the Company and Executive. As a result of the uncertainty in theapplication of Section 4999 of the Code at the time of the initialdetermination by the Accounting Firm hereunder, it is possible that Gross-UpPayments which will not have been made by the Company should have been made(“Underpayment”), consistent with the calculations required to be madehereunder. In the event that the Company exhausts its remedies pursuant toSection 6(c) and Executive thereafter is required to make a payment of anyExcise Tax, the Accounting Firm shall determine the amount of the Underpaymentthat has occurred and any such Underpayment shall be promptly paid by theCompany to or for the benefit of Executive.
     (c) Executive shall notify the Company in writing of any claim orpotential claim by the Internal Revenue Service or any other taxing authoritythat, if successful, would require the payment by the Company of the Gross-UpPayment. Such notification shall be given as soon as practicable but no laterthan ten (10) business days after Executive is informed in writing of suchclaim (“Written Notice”) and shall apprise the Company of the nature of suchclaim and the date on which such claim is requested to be paid. Failure ofExecutive to provide the Company with Written Notice shall not relieve theCompany of its obligations herein so long as the Company has not beenprejudiced by the untimely notice. Executive shall not pay such claim prior tothe expiration of the 30-day period following the date on which Executive givessuch notice to the Company (or such shorter period ending on the date that anypayment of taxes with respect to such claim is due). If the Company notifiesExecutive in writing prior to the expiration of such period that it desires tocontest such claim, Executive shall:
     (i) give the Company any information reasonably requested by theCompany relating to such claim,
     (ii) take such action in connection with contesting such claim asthe Company shall reasonably request in writing from time to time,including, without limitation, accepting legal representation withrespect to such claim by an attorney reasonably selected by the Company,
     (iii) cooperate with the Company in good faith in order effectivelyto contest such claim, and
     (iv) permit the Company to participate in any proceedings relatingto such claim; provided, however, that the Company shall bear and paydirectly all costs and expenses (including additional interest andpenalties) incurred in connection with such contest and shall indemnifyand hold Executive harmless, on an after-tax basis, for any Excise Tax orincome tax (including interest and penalties with respect thereto)imposed as a result of such representation and payment of costs andexpenses. Without limitation on the foregoing provisions of this Section6(c), the Company shall control all proceedings taken in connection withsuch contest and, at its sole option, may pursue or forego any and alladministrative appeals, proceedings, hearings and conferences with thetaxing authority in respect of such claim and may, at its sole option,either direct Executive to pay the tax claimed and sue for a refund orcontest the claim in any permissible manner, and Executive agrees toprosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if theCompany directs Executive to pay such claim and sue for a refund, theCompany shall advance the amount of such payment to Executive, on aninterest-free basis and shall indemnify and hold Executive harmless, onan after-tax basis, from any Excise Tax or income tax (including interestor penalties with respect thereto) imposed with respect to such advanceor with respect to any imputed income with respect to such advance; andfurther provided that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of Executive withrespect to which such contested amount is claimed to be due is limitedsolely to such contested amount. Furthermore, the Company’s control ofthe contest shall be limited to issues with respect to which a Gross-UpPayment would be payable hereunder and Executive shall be entitled tosettle or contest, as the case may be, any other issue raised by theInternal Revenue Service or any other taxing authority.
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     (d) If, after the receipt by Executive of an amount advanced by theCompany pursuant to Section 6(c), Executive becomes entitled to receive anyrefund with respect to such claim, Executive shall (subject to theCompany’s complying with the requirements of Section 6(c)) promptly pay tothe Company the amount of such refund (together with any interest paid orcredited thereon after taxes applicable thereto). If, after the receipt byExecutive of an amount advanced by the Company pursuant to Section 6(c) to paythe tax claimed, a determination is made that Executive shall not be entitledto any refund with respect to such claim and the Company does not notifyExecutive in writing of its intent to contest such denial of refund prior tothe expiration of thirty (30) days after such determination, then such advanceshall be forgiven and shall not be required to be repaid and the amount of suchadvance shall offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid.
7. NOTICE.
     Unless otherwise provided for in this Agreement, any termination by theCompany or resignation by Executive shall be communicated by Notice ofTermination to the other party hereto. For purposes of this Agreement, a“Notice of Termination” shall mean a written notice which shall indicate thespecific termination or resignation provision in this Agreement relied upon andshall set forth in reasonable detail the basis for termination or resignation.All notices shall be effective if personally delivered or if sent by anovernight delivery service, to the parties at the addresses set forth beneaththeir signatures below, or at such other address that either party may providethe other pursuant to this subsection. For purposes of computing time, all timeperiods provided under this Agreement will commence on the date notice isreceived if notice is personally delivered or if notice is sent by an overnightdelivery service, one day after notice has been sent.
8. POST-TERMINATION OBLIGATIONS.
     All payments and benefits to Executive under this Agreement shall besubject to Executive’s compliance with the post-termination obligations of thisAgreement. Executive shall furnish such information and assistance to theCompany as may reasonably be required by the Company in connection with anylitigation or other judicial or administrative matter in which the Company orany of its Subsidiaries or affiliates is, or may become, a party provided thatthe Company shall reimburse Executive for all reasonable expenses incurred inconnection with such cooperation.
9. RELEASE.
     By accepting the benefits provided under this Agreement upon anytermination hereof, Executive, or in the event of termination due to death, theAuthorized Representative, releases and discharges the Company, its directors,officers, agents, employees, consultants and affiliated and controlledcompanies (the “Related Parties”), from any and all claims, demands and causesof action arising out of or related to Executive’s employment with the Companyand to the termination of that employment. Prior to and as a condition toreceipt of any payment, benefit, or consideration under this Agreement,Executive, or in the event of termination due to death, the AuthorizedRepresentative, shall sign and deliver to the Company a full, complete, generalrelease of any and all known and unknown claims against the Company and relatedparties (other than indemnity obligations of the Company hereunder) to thefullest extent permitted under California law, in a form satisfactory to theCompany.
10. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.
     This Agreement contains the entire understanding between the partieshereto and supersedes any prior employment agreement between the Company or anypredecessor of the Company and Executive. The Company represents and warrantsthat the terms of this Agreement have been approved by its Board of Directors,including but not limited to the provisions of Section 4 as they effect anacceleration of stock options. To the extent that the provisions of thisAgreement conflict with the provisions of any stock option award agreement orother agreement evidencing Executive stock options, the provisions of thisAgreement shall prevail.
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11. MODIFICATION AND WAIVER.
     (a) This Agreement may not be modified or amended except by an instrumentin writing signed by the parties hereto.
     (b) No term or condition of this Agreement shall be deemed to have beenwaived, nor shall there be any estoppel against the enforcement of anyprovision of this Agreement, except by written instrument of the party chargedwith such waiver or estoppel. No such written waiver shall be deemed acontinuing waiver unless specifically stated therein, and each such waivershall operate only as to the specific term or condition waived and shall notconstitute a waiver of such term or condition for the future as to any actother than that specifically waived.
12. SEVERABILITY.
     If, for any reason, any provision of this Agreement is held invalid, suchinvalidity shall not affect any other provision of this Agreement not held soinvalid, and each such other provision shall to the full extent consistent withlaw continue in full force and effect. If any provision of this Agreement isheld invalid in part, such invalidity shall in no way affect the rest of suchprovision not held so invalid, and the rest of such provision, together withall other provisions of this Agreement, shall to the full extent consistentwith law continue in full force and effect.
13. ADVICE OF COUNSEL.
     Each party acknowledges that, in executing this Agreement, such party hashad the opportunity to seek the advice of independent legal counsel, and hasread and understood all of the terms and provisions of this Agreement. ThisAgreement shall not be construed against any party by reason of the drafting orpreparation hereof.
14. HEADINGS FOR REFERENCE ONLY.
     The headings of sections and paragraphs herein are included solely forconvenience of reference and shall not control the meaning or interpretation ofany of the provisions of this Agreement.
15. THIRD PARTY RIGHTS.
     Nothing contained in this Agreement, whether express or implied, isintended to confer any rights or remedies upon any persons other than theparties hereto and their respective successors and assign; nor is anything inthis Agreement intended to relieve or discharge the obligations or liabilitiesof any third person to either party or this Agreement nor shall any provisionhereof give any third person any right of subrogation or action over eitherparty to this Agreement.
16. GOVERNING LAW.
     This Agreement shall be governed by the laws of the State of California,without regard to its principles of conflict of law.
17. ARBITRATION.
     Any dispute or controversy arising under or in connection with, orrelating to this Agreement shall be settled exclusively by final, bindingarbitration, conducted before a single arbitrator sitting in a locationselected by Executive within fifty (50) miles from the location of theCompany’s main office, in accordance with the rules of the American ArbitrationAssociation governing arbitration of employment disputes then in effect. Thearbitrator shall either be agreed between the parties, or shall be selected inaccordance with applicable AAA rules. The arbitrator shall have authority togrant interim relief (including interim relief on an expedited basis, such asinjunctive relief),
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which relief may be entered in any court havingjurisdiction. The parties specifically consent to the jurisdiction of thefederal and state courts located within the County of San Francisco to enter anarbitration award or injunctive relief pursuant to this Agreement. Judgmentmay be entered on the arbitrator’s award in any court having jurisdiction. Theprevailing party at arbitration shall be entitled to recover their costs andreasonable attorney’s fees, and the arbitrator shall be vested with authorityto determine the prevailing party.
18. SUCCESSOR TO THE COMPANY.
     Any successor or assignee, whether direct or indirect, by purchase,merger, consolidation or otherwise, to all or substantially all the business orassets of the Company shall be required to assume and agree to perform theCompany’s obligations under this Agreement, in the same manner and to the sameextent that the Company would be required to perform if no such succession orassignment had taken place.
19. INDEMNIFICATION.
     The Company agrees to indemnify Executive in accordance with the terms ofthe Company’s standard indemnification agreement which has been executed by theCompany and Executive. To the extent available on commercially reasonableterms, the Company shall obtain and maintain appropriate Directors and Officersliability insurance including Executive as a named insured in an amountcomparable to industry standards.
20. NONDISCLOSURE.
     Executive recognizes and acknowledges that the knowledge of theconfidential business activities and plans for business activities of theCompany as it may exist from time to time is a valuable, special and uniqueasset of the business of the Company. Executive will not, during or after theterm of his employment, disclose any knowledge of the past, present, planned orconsidered confidential business activities of the Company that is not publicor readily accessible to the public from nonconfidential published sources toany person, firm, corporation, or other entity for any reason or purposewhatsoever unless expressly authorized by the Board or required by law orpolicies of the Company. Notwithstanding the foregoing, Executive may discloseany knowledge of banking, financial and/or economic principles, concepts orideas which are not solely and exclusively derived from the confidentialbusiness plans and activities of the Company. In the event of a breach orthreatened breach by the Executive of the provisions of this Section, theCompany will be entitled to an injunction restraining Executive fromdisclosing, in whole or in part, the knowledge of the past, present, planned orconsidered confidential business activities of the Company. Nothing hereinwill be construed as prohibiting the Company from pursuing any other remediesavailable to the Company for such breach or threatened breach, including therecovery of damages from Executive.
21. REQUIRED REGULATORY PROVISIONS.
     (a) If Executive is suspended from office and/or temporarily prohibitedfrom participating in the conduct of the Company’s affairs by a notice servedunder Section 8(e)(3) or 8(g) (1) of the Federal Deposit Insurance Act (12U.S.C. Section 1818(e)(3) or (g)(1)), the Company’s obligations under thiscontract shall be suspended as of the date of service, unless stayed byappropriate proceedings. If the charges in the notice are dismissed, theCompany shall: (i) pay Executive all of the compensation withheld while theircontract obligations were suspended and (ii) reinstate the obligations whichwere suspended.
     (b) If Executive is removed and/or permanently prohibited fromparticipating in the conduct of the Company’s affairs by an order issued underSection 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.Section 1818(e)(4) or (g)(1)), all obligations of the Company under thiscontract shall terminate as of the effective date of the order, and the Companyshall have no obligation to provide any compensation or benefits which weresuspended while Executive was suspended or prohibited from participating in theconduct of the Company’s affairs by notice described in paragraph 21(a) above.
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     (c) If the Company is in default as defined in Section 3(x)(1) of theFederal Deposit Insurance Act, all obligations of the Company under thisAgreement shall terminate as of the date of default, but this paragraph shallnot affect any vested rights of the contracting parties.
     (d) Any payments made to Executive pursuant to this Agreement, orotherwise, are subject to and conditioned upon compliance with 12 U.S.C.ss.1828 (k) and any rules and regulations promulgated thereunder.
22. The Company shall reimburse Executive for his legal fees incurred inconnection with the negotiation of this Agreement.
**SIGNATURES**
     IN WITNESS WHEREOF, UCBH Holdings, Inc. and United Commercial Bank havecaused this Agreement to be executed by their duly authorized officer and theirdirectors, and Executive has signed this Agreement, on the 17th day of August2004.     ATTEST: **UCBH Holdings, Inc.**     /s/ Eileen Romero By: /s/ Joseph Wu     Eileen Romero   For the Entire Board of DirectorsSecretary         ATTEST: United Commercial Bank     /s/ Eileen Romero By: /s/ Joseph Wu     Eileen Romero   For the Entire Board of DirectorsSecretary         WITNESS:         /s/ Eileen Romero By: /s/ Thomas S. Wu     Eileen Romero   Thomas S. WuSecretary    
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