Wilshire
      Bancorp, Inc.

     

    2008
      Stock Incentive Plan

     

    Notice
      of Stock Option Grant

     

    You
      have
      been granted the following option to purchase shares of the Common Stock of
      Wilshire Bancorp, Inc. (the “Company”):

     

    
      	
              Name
                of Optionee:

            	
              _______________

            
	
              Total
                Number of Shares:

            	
              _______________

            
	
              Type
                of Option:

            	
              _______________

            
	
              Exercise
                Price Per Share:

            	
              _______________

            
	
              Date
                of Grant:

            	
              _______________

            
	
              Vesting
                Commencement

            	
              _______________

            
	
              Date:

            	 


    

    


     

    
      	
              Vesting
                Schedule:

            	
              This
                option becomes exercisable with respect to __________% of the Shares
                on
                the Vesting Commencement Date. Thereafter, this option becomes exercisable
                with respect to an additional ______% of the Shares subject to this
                option
                on each anniversary of the Date of Grant.

            
	
              Expiration
                Date:

            	
              The
                last business day prior to _____________. This option expires earlier
                if
                your Service terminates earlier, as described in the Stock Option
                Agreement.

            


    

     

    You
      and
      the Company agree that this option is granted under and governed by the terms
      and conditions of this Notice of Stock Option Grant (the “Notice”), the 2008
      Stock Incentive Plan (the “Plan”), and the Stock Option Agreement. The Plan and
      Stock Option Agreement are both attached to and made an integral part of this
      Notice.

     

    You
      further agree that the Company may deliver by email all documents relating
      to
      the Plan or this option and all other documents that the Company is required
      to
      deliver to its security holders (including, without limitation, annual reports
      and proxy statements). You also agree that the Company may deliver these
      documents by posting them on a web site maintained by the Company or by a third
      party under contract with the Company. If the Company posts these documents
      on a
      web site, it will notify you by email.

     

    
      	
              Optionee:

            	 	
              Wilshire
                Bancorp, Inc.

            	 
	 
	 	  
	 
	 	 	
              Joanne
                Kim, President & CEO

            	 

 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Wilshire
      Bancorp, Inc.

     

    2008
      Stock Incentive Plan

     

    Stock
      Option Agreement

     

      
        	
                Tax
                  Treatment

              	
                This
                  option is intended to be an incentive stock option under section 422
                  of the Internal Revenue Code or a nonstatutory stock option, as
                  provided
                  in the Notice of Stock Option Grant.

              
	
                Vesting

              	
                This
                  option becomes exercisable in installments, as shown in the Notice
                  of
                  Stock Option Grant. In addition, this option becomes exercisable
                  in full
                  if either of the following events occurs: 

                ·  Your
                  Service terminates because of retirement at or after age 65, total
                  and permanent disability, or death, or

                ·  The
                  Company is subject to a “Change in Control” (as defined in the Plan)
                  before your Service terminates, and you are subject to an “Involuntary
                  Termination” (as defined in the Plan) within 12 months after the Change in
                  Control.

                This
                  option will in no event become exercisable for additional shares
                  after
                  your Service has terminated for any reason.

              
	
                Term

              	
                This
                  option expires in any event at the close of business at Company
                  headquarters on the last business day before the 5th
                  anniversary of the Date of Grant, as shown in the Notice of Stock
                  Option
                  Grant. (It will expire earlier if your Service terminates, as described
                  below.)

              
	
                Regular
                  Termination

              	
                If
                  your Service terminates for any reason except involuntary termination
                  for
                  cause, death or total and permanent disability, then this option
                  will
                  expire at the close of business at Company headquarters on the
                  last
                  business day prior to the date that is three months after your
                  termination
                  date. The Company determines when your Service terminates for this
                  purpose.

              
	
                Involuntary
                  Termination 

                for
                  Cause

              	
                If
                  your Service is involuntary terminated by the Company for cause,
                  then this
                  option will expire immediately. For
                  the purposes of this Agreement, “for cause” shall mean shall mean
                  termination as a result of personal dishonesty, incompetence, willful
                  misconduct, breach of fiduciary duty involving personal profit,
                  intentional failure to perform stated duties, willful violation
                  of any
                  law, rule or regulation (other than traffic violations or similar
                  offenses) or any final cease-and-desist order, or material breach
                  of any
                  provision of your employment agreement (if any).

              
	
                Death

              	
                If
                  you die before your Service terminates, then this option will expire
                  at
                  the close of business at Company headquarters on the last business
                  day
                  prior to the date 12 months after the date of death.

              
	
                Disability

              	
                If
                  your Service terminates because of your total and permanent disability,
                  then this option will expire at the close of business at Company
                  headquarters on the last business date that is prior to the date
                  12 months
                  after your termination date.

              
	 	
                For
                  all purposes under this Agreement, “total and permanent disability” means
                  that you are unable to engage in any substantial gainful activity
                  by
                  reason of any medically determinable physical or mental impairment
                  which
                  can be expected to result in death or which has lasted, or can
                  be expected
                  to last, for a continuous period of not less than one
                  year.

              


      

       

      
        
           

        

        
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                Leaves
                  of Absence and 

                Part-Time
                  Work

              	
                For
                  purposes of this option, your Service does not terminate when you
                  go on a
                  military leave, a sick leave or another bona
                  fide
                  leave of absence, if the leave was approved by the Company in writing
                  and
                  if continued crediting of Service is required by the terms of the
                  leave or
                  by applicable law. But your Service terminates when the approved
                  leave
                  ends, unless you immediately return to active work.

              
	 	
                If
                  you go on a leave of absence, then the vesting schedule specified
                  in
                  the Notice of Stock Option Grant
                  may be adjusted in accordance with the
                  Company’s leave of absence policy or the terms of your leave. If
                  you commence working on a part-time basis, then the vesting schedule
                  specified in
                  the Notice of Stock Option Grant
                  may be adjusted in accordance with the Company’s part-time work policy or
                  the terms of an agreement between you and the Company pertaining
                  to your
                  part-time schedule.

              
	
                Restrictions
                  on Exercise

              	
                The
                  Company will not permit you to exercise this option if the issuance
                  of
                  shares at that time would violate any law or regulation. Any exercise
                  of
                  this option in violation of any law or regulation may be deemed
                  invalid or
                  ineffective by the Company, in its sole discretion.

              
	
                Notice
                  of Exercise

              	
                When
                  you wish to exercise this option, you must notify the Company by
                  filing
                  the proper “Notice of Exercise” form at the address given on the form.
                  Your notice must specify how many shares you wish to purchase.
                  Your notice
                  must also specify how your shares should be registered and be accompanied
                  by payment or provision for payment as described below. The notice
                  will be
                  effective when the Company receives it.

              
	 	
                If
                  someone else wants to exercise this option after your death, that
                  person
                  must prove to the Company's satisfaction that he or she is entitled
                  to do
                  so.

              
	
                Form
                  of Payment

              	
                When
                  you submit your notice of exercise, you must include payment of
                  the option
                  exercise price for the shares that you are purchasing. Payment
                  may be made
                  in one (or a combination of two or more) of the following
                  forms:

                ·  Your
                  personal check, a cashier’s check or a money order.

                ·  Certificates
                  for shares of Company stock that you own, along with any forms
                  needed to
                  effect a transfer of those shares to the Company. The value of
                  the shares,
                  determined as of the effective date of the option exercise, will
                  be
                  applied to the option exercise price. Instead of surrendering shares
                  of
                  Company stock, you may attest to the ownership of those shares
                  on a form
                  provided by the Company and have the same number of shares subtracted
                  from
                  the option shares issued to you. However, you may not surrender,
                  or attest
                  to the ownership of, shares of Company stock in payment of the
                  exercise
                  price if your action would cause the Company to recognize compensation
                  expense (or additional compensation expense) with respect to this
                  option
                  for financial reporting purposes.

              
	 	
                ·  Irrevocable
                  directions to a securities broker approved by the Company to sell
                  all or
                  part of your option shares and to deliver to the Company from the
                  sale
                  proceeds an amount sufficient to pay the option exercise price
                  and any
                  withholding taxes. (The balance of the sale proceeds, if any, will
                  be
                  delivered to you.) The directions must be given by signing a special
                  “Notice of Exercise” form provided by the Company.

              
	 	 


      

       

      
        
           

        

        
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                Withholding
                  Taxes and Stock 

                Withholding

              	
                You
                  will not be allowed to exercise this option unless you make arrangements
                  acceptable to the Company to pay any withholding taxes that may
                  be due as
                  a result of the option exercise. With the Company’s consent, these
                  arrangements may include withholding shares of Company stock that
                  otherwise would be issued to you when you exercise this
                  option.
                  The value of these shares, determined as of the effective date
                  of the
                  option exercise, will be applied to the withholding
                  taxes.

              
	
                Restrictions
                  on Resale

              	
                You
                  agree not to sell any option shares at a time when applicable laws,
                  Company policies or an agreement between the Company and its underwriters
                  prohibit a sale. This restriction will apply as long as your Service
                  continues and for such period of time after the termination of
                  your
                  Service as the Company may specify.

              
	
                Transfer
                  of Option

              	
                Prior
                  to your death, only you may exercise this option. You cannot transfer
                  or
                  assign this option. For instance, you may not sell this option
                  or use it
                  as security for a loan. If you attempt to do any of these things,
                  this
                  option will immediately become invalid. You may, however, dispose
                  of this
                  option in your will or a beneficiary designation.

              
	 	
                Regardless
                  of any marital property settlement agreement, the Company is not
                  obligated
                  to honor a notice of exercise from your former spouse, nor is the
                  Company
                  obligated to recognize your former spouse’s interest in your option in any
                  other way.

              
	
                Retention
                  Rights

              	
                Your
                  option or this Agreement does not give you the right to be retained
                  by the
                  Company or a subsidiary of the Company in any capacity. The Company
                  and
                  its subsidiaries reserve the right to terminate your Service at
                  any time,
                  with or without cause.

              
	
                Shareholder
                  Rights

              	
                You,
                  or your estate or heirs, have no rights as a shareholder of the
                  Company
                  until you have exercised this option by giving the required notice
                  to the
                  Company and paying the exercise price. No adjustments are made
                  for
                  dividends or other rights if the applicable record date occurs
                  before you
                  exercise this option, except as described in the Plan.

              
	
                Adjustments

              	
                In
                  the event of a stock split, a stock dividend or a similar change
                  in
                  Company stock, the number of shares covered by this option and
                  the
                  exercise price per share may be adjusted pursuant to the
                  Plan.

              
	
                
                  Applicable
                    Law

                

              	
                This
                  Agreement will be interpreted and enforced under the laws of the
                  State of
                  California (without regard to their choice-of-law
                  provisions).

              
	
                The
                  Plan and Other 

                Agreements

              	
                The
                  text of the Plan is incorporated in this Agreement by
                  reference.

                This
                  Agreement, the Notice and the Plan constitute the entire understanding
                  between you and the Company regarding this option. Any prior agreements,
                  commitments or negotiations concerning this option are superseded.
                  This
                  Agreement may be amended only by another written agreement between
                  the
                  parties.

              


      

    

     

    By
      signing the cover sheet of this Agreement, you agree to all of the terms


    and
      conditions described above and in the Plan.

    


    
      
         

      

      
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