**EXHIBIT 10.4**
**CHANGE IN CONTROL AGREEMENT**
     This AGREEMENT is made effective as of                     by and amongUnited Commercial Bank (the “Bank”), a California bank, with its principaladministrative office at 555 Montgomery Street, San Francisco, California94111, UCBH Holdings, Inc. (the “Holding Company”), a corporation organizedunder the laws of the State of Delaware which is the holding company of theBank (any reference to the Company shall be deemed to include the HoldingCompany and the Bank) and                     (“Executive”).
In consideration of the contribution and responsibilities of Executive, andupon the other terms and conditions hereinafter provided, the parties heretoagree as follows:
1. TERM OF AGREEMENT.
     The period of this Agreement shall be deemed to have commenced as of thedate first above written and shall continue for a period of thirty-six (36)full calendar months thereafter. Commencing on the first anniversary date ofthis Agreement and continuing at each anniversary date thereafter, the board ofdirectors of the Company (the “Board”) may extend the Agreement for anadditional year. The Board will review the Agreement and Executive’sperformance annually for purposes of determining, within its sole discretion,whether to extend this Agreement, and the results thereof shall be included inthe minutes of the Board’s meeting.
2. CHANGE IN CONTROL.
     (a) For purposes of this Agreement, a “Change in Control” of the Companyshall mean an event or series of event 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.
     (b) If a Change in Control has occurred pursuant to Section 2(a),Executive shall be entitled to the benefits provided in paragraph (c) of thisSection 2 upon his subsequent termination of regular employment withinthirty-six (36) months following the Change in Control due to: (i) terminationof Executive’s employment (other than Termination for Cause as defined below)or (ii) Executive resigns following any material adverse change in or loss oftitle, office or significant authority or responsibility, material reduction inbase salary or benefits (excluding bonus) or relocation of his principal placeof employment by more than 25 miles from its location at the time of the Changein Control (“Change of Duties”). No benefits shall be provided to theExecutive pursuant to this Agreement if the Executive is terminated for reasonsother than those specified in this paragraph 2(b).
     (c) Upon Executive’s entitlement to benefits pursuant to Section 2(b), (i)the Company shall pay Executive, or in the event of his subsequent death ordisability, his beneficiaries, his estate or other representative, as the casemay be, a sum equal to three (3) times the highest annual compensation(defined as base salary) due to the Executive for the last three yearsimmediately preceding the Change in Control or such lesser number of years inthe event that Executive shall been employed by the Company for less than threeyears, less all required and applicable withholding; and (ii) any unvestedstock options and related rights and unvested awards granted to Executive underany stock option and similar plans shall immediately vest and shall beexercisable within one (1) year. Within ten (10) days of Executive’sentitlement of benefits pursuant to Section 2(b), the Executive can elect toreceive a lump
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sum payment for the compensation benefits set forth in subsection (c)(i)above. In the event that no election is made, payment to Executive shall bemade 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),the Company and its successors or assigns shall cause to be continued life,medical and disability coverage substantially identical to the coveragemaintained by the Company for the Executive prior to Executive’s termination orresignation. Such coverage and payments shall cease upon the expiration ofthirty-six (36) full calendar months from the date of termination orresignation.
     (e) As used in this Section 2, the term “Termination for Cause” shall meantermination because of an act or acts of gross misconduct, willful neglect ofduties or conviction of a felony or equivalent violation of law or any otheract or failure to act that materially damages the reputation of the Company asdetermined by the Board in its sole discretion after a good faithinvestigation. For the purposes of this Section, no act, or the failure toact, on Executive’s part shall be “willful” unless done, or omitted to be done,without reasonable belief that the action or omission was in the best interestsof the Company or its affiliates. Notwithstanding the foregoing, Executiveshall not be deemed to have been Terminated for Cause unless and until thereshall have been delivered to him a Notice of Termination which shall include acopy of a resolution duly adopted by the affirmative vote of not less thanseventy five percent (75%) of the members of the Board at a meeting of theBoard called and held for that purpose, finding that in the good faith opinionof the Board, Executive was guilty of conduct justifying Termination for Causeand specifying the relevant facts supporting the Termination for Cause.Executive shall not have the right to receive compensation or other benefitsfor any period after the Date of Termination. The Date of Termination shall bethe date on which the Notice of Termination is delivered to Executive or, inthe event the Company is unable to reasonably locate Executive, three (3)business days after delivery of such Notice of Termination to Executive at hislast known address.
     (f) 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.
3. LIMIT IN PAYMENTS BY THE COMPANY.
     (a) In the event that any amount or benefit paid or distributed to theExecutive pursuant to this Agreement, taken together with any amounts orbenefits otherwise paid or distributed to the Executive by the Company (the“Covered Payments”), would be an “excess parachute payment” as defined inSection 280G of the Internal Revenue Code of 1986 (the *"*Code”) and wouldthereby subject the Executive to the tax (the “Excise Tax”) imposed underSection 4999 of the Code (or any similar tax that may hereafter be imposed),the provisions of this Section 3 shall apply to determine the amounts payableto Executive pursuant to this Agreement.
     (b) Immediately following delivery of any Notice of Termination, theCompany shall notify the Executive of the aggregate present value of alltermination benefits to which the Executive would be entitled under thisAgreement and any other plan, program or arrangement as of the Date ofTermination, together with the projected maximum payments, determined as ofsuch projected Date of Termination that could be paid without the Executivebeing subject to the Excise Tax.
     (c) If the aggregate value of all compensation payments or benefits to bepaid or provided to the Executive under this Agreement and any other plan,agreement or arrangement with the Company exceeds the amount which can be paidto the Executive without the Executive incurring an Excise Tax and theExecutive would receive a greater net after-tax amount (taking into account allapplicable taxes payable by the Executive, including any Excise Tax) byapplying the limitation contained in this Section 3(c), then the amountspayable to the Executive under this Section 3 shall be reduced (but not belowzero) to the maximum amount which may be paid hereunder
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without the Executive becoming subject to such an Excise Tax (such reducedpayments to be referred to as the “Payment Cap”). In the event that theExecutive receives reduced payments and benefits hereunder, the Executive shallhave the right to designate which of the payments and benefits otherwiseprovided for in this Agreement that he will receive in connection with theapplication of the Payment Cap. If it shall be determined that Executive wouldnot receive a net after-tax benefit (taking into account income, employment andany Excise Tax) resulting from application of the Payment Cap, then noreduction shall be made with respect to the pay or benefits due to Executive.
     (d) For purposes of determining whether any of the covered Payments willbe subject to the Excise Tax and the amount of such Excise Tax:
     (i) such Covered Payments will be treated as “parachute payments”within the meaning of Section 280G of the Code, and all “parachutepayments” in excess of the “base amount” (as defined under Section280G(b)(3) of the Code) shall be treated as subject to the Excise Tax,unless, and except to the extent that, in the good faith judgment of theCompany’s independent certified public accountants or tax counselselected by such accountants (the “Accountants”), relying on the bestauthority available at the time of such determination (including, but notlimited to, any proposed Treasury Regulations upon which taxpayers mayrely), that the Company has a reasonable basis to conclude that suchCovered Payments (in whole or in part) either do not constitute“parachute payments” or represent reasonable compensation for personalservices actually rendered (within the meaning of Section 280G(b)(4)(B)of the Code) in excess of the “base amount,” or such “parachute payments”are otherwise not subject to such Excise Tax, and
     (ii) the value of any non-cash benefits or any deferred payment orbenefit shall be determined by the Accountants in accordance with theprinciples of Section 280G of the Code
     (e) For purposes of determining whether the Executive would receive agreater net after-tax benefit were the amounts payable under this Agreementreduced in accordance with Section 3(c), the Executive shall be deemed to pay:
     (i) Federal income taxes at the highest applicable marginal rate ofFederal income taxation for the calendar year in which the first amountsare to be paid hereunder, and
     (ii) any applicable state and local income taxes at thehighest applicable marginal rate of taxation for suchcalendar year, net of the maximum reduction in Federal incometaxes which could be obtained from the deduction of suchstate or local taxes if paid in such year; provided, however,that the Executive may request that such determination bemade based on his individual tax circumstances, which shallgovern such determination so loan as the Executive providesto the Accountants such information and documents as theAccountants shall reasonably request to determine suchindividual circumstances.
     (f) If the Executive receives reduced payments and benefits under thisSection 3 (or this Section 3 is determined not to be applicable to theExecutive because the Accountants conclude that the Executive is not subject toany Excise Tax) and it is established pursuant to a final determination of thecourt or an Internal Revenue Service proceeding (a “Final Determination”) that,notwithstanding the good faith of the parties in applying the terms of thisAgreement, the aggregate “parachute payments” within the meaning of Section280G of the Code paid to the Executive or for his benefit are in an amount thatwould result in the Executive being subject to an Excise Tax and the Executivewould still be subject to the Payment Cap under the provisions of Section 3(c),then the amount equal to such excess parachute payments shall be promptlyrefunded by the Executive on demand. If this Section 3 is not applied toreduce the Executive’s entitlements under this Agreement because theAccountants determine that the Executive would not receive a greater netafter-tax benefit by applying this Section 3 and it is established pursuant toa Final Determination that, notwithstanding the good faith of the parties inapplying the terms of this Agreement, the Executive would have received agreater net after-tax benefit by subjecting his payments and benefits hereunderto the Payment Cap, then the aggregate “parachute payments” paid to theExecutive or for his benefit in excess of the Payment Cap shall be refunded bythe Executive as soon as possible. If the Executive receives reduced paymentsand
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benefits by reason of this Section 3 and it is established pursuant to aFinal Determination that the Executive could have received a greater amountwithout exceeding the Payment Cap, then the Company shall promptly thereafterpay the Executive the aggregate additional amount which could have been paidwithout exceeding the Payment Cap as soon as practicable.
4. NOTICE OF TERMINATION.
     (a) Any purported termination by the Company or resignation by Executivein connection with a Change in Control or within 36 months after the Change inControl shall be communicated by Notice of Termination to the other partyhereto. For purposes of this Agreement, a “Notice of Termination” shall mean awritten notice which shall indicate the specific termination provision in thisAgreement relied upon and shall set forth in reasonable detail the facts andcircumstances claimed to provide a basis for termination of Executive’semployment under the provision so indicated.
     (b) “Date of Termination” shall mean the date described in paragraph 2(d)above.
     (c) Executive shall have thirty (30) days within which to dispute theNotice of Termination, or he shall forever waive any arguments, disputes,bases, or reasons that the Notice of Termination is improper, void,unenforceable, ineffective or should not preclude him from being converted tostand-by employment status and receiving the benefits of paragraph 2(c). Anydispute must be made timely by delivering written notice to the Company’sdesignee within such thirty (30) days, which written notice shall contain adescription with reasonable detail of all reasons, bases, and factsconstituting and supporting Executive’s dispute. The dispute shall be resolvedby final, binding arbitration as further set forth in Section 13 below.
5. SOURCE OF PAYMENTS.
     It is intended by the parties hereto that all payments provided in thisAgreement shall be paid in cash or check from the general funds of the Company.
6. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.
     This Agreement contains the entire understanding between the partieshereto and supersedes any prior written or oral agreement between the Companyand Executive relating to the subject matter hereof. Nothing in this Agreementshall confer upon Executive the right to continue in the employ of the Companyor shall impose on the Company any obligation to employ or retain Executive inits employ for any period.
7. 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 or as to any actother than that specifically waived.
8. REQUIRED REGULATORY PROVISIONS.
     (a) The Board may terminate Executive’s employment at any time, but anytermination by the Board, other than Termination for Cause, shall not prejudiceExecutive’s right to compensation or other benefits under this Agreement.Executive shall not have the right to receive compensation or other benefitsfor any period after
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Termination for Cause as defined in Section 2 hereinabove, or afterresignation for reasons other than those specified in paragraph 2(b) above.
     (b) 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 or part of the compensation withheld whiletheir contract obligations were suspended and (ii) reinstate the obligationswhich were suspended.
     (c) 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 9(b) above.
     (d) 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.
     (e) 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.
9. 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.
10. 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. In addition, references to themasculine shall apply equally to the feminine.
11. GOVERNING LAW.
     This Agreement shall be governed by the laws of the State of California,without regard to its principles of conflict of law.
12. 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), 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
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pursuant to this Agreement. Judgment may be entered on the arbitrator’saward in any court having jurisdiction. The prevailing party at arbitrationshall be entitled to recover their costs and reasonable attorneys fees, and thearbitrator shall be vested with authority to determine the prevailing party.The parties have signified their agreement with the particular provisions ofthe arbitration agreement by initialing this Section 17 in the spaces providedbelow.
13. RELEASE.
     By accepting the benefits under this Agreement upon any paymentshereunder, Executive or in the event of Executive’s subsequent death, theAuthorized Representative releases and discharges the Company, and itssuccessors and assigns and their directors, officers, agents, employees,consultants and affiliated and controlled companies (the “Related Parties”),from any and all claims, demands and causes of action arising out of or relatedto Executive’s employment with the Company and to the termination of thatemployment. Prior to and as a condition to receipt of any payment, benefit, orconsideration under this Agreement, Executive, or in the event of Executive’ssubsequent death, the Authorized Representative, shall sign and deliver to theCompany a full, complete, general release of any and all known and unknownclaims against the Company and Related Parties (other than indemnityobligations of the Company hereunder) to the fullest extent permitted underCalifornia law, in a form satisfactory to the Company.
14. 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.
15. 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.
16. 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 non-confidential 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.
17. 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.
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18. POST-TERMINATION OBLIGATIONS.
     All payments and benefits to Executive under this Agreement shall besubject to Executive’s compliance with the terms of this Agreement.Executive’s obligation to 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.
19. AT WILL EMPLOYMENT.
     Notwithstanding, the terms and conditions of this Agreement each partyacknowledges that this Agreement is not an employment agreement and thatExecutive is an “At Will Employee” or “Employment At Will” as defined in theHuman Resources Personnel Policy Manual.
**SIGNATURES**
     IN WITNESS WHEREOF, United Commercial Bank and UCBH Holdings, Inc. havecaused this Agreement to be executed by their duly authorized officers, andExecutive has signed this Agreement, on the         day of                    ,        .     ATTEST: United Commercial Bank      By:          Secretary         SEAL         ATTEST: UCBH Holdings, Inc.      By:          Secretary         SEAL         WITNESS:            
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