##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 o
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2010
 Commission File Number: 000-30421
 HANMI FINANCIAL CORPORATION
 (Exact Name of Registrant as Specified in its Charter)
 Delaware
(State or Other Jurisdiction of Incorporation or 
Organization)
    
    95-4788120
(I.R.S. Employer Identification 
No.)3660 Wilshire Boulevard, Penthouse Suite ALos Angeles, California
(Address of Principal Executive Offices)
    
    90010
(Zip Code)
 (213) 382-2200  
 (Registrants Telephone Number, Including Area Code)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 Par Value
    
    NASDAQ Global Select Market
  None  
 (Title of Class)
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   Documents Incorporated By Reference Herein:




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##### Table of Contents



Explanatory Statement to Form 10-K Amendment
    1




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##### 



HANMI FINANCIAL CORPORATION
 ANNUAL REPORT ON FORM 10-K/A FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010
 TABLE OF CONTENTS
 PagePART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3Item 11.
    
    Executive Compensation
    
    
    10Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    22Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    24Item 14.
    
    Principal Accounting Fees and Services
    
    
    25PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    25Signatures
    
    
    26EX-31.1EX-31.2
  2




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##### Table of Contents



PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
     Name and Position
    
    Age
    
    Principal Occupation for Past Five Years and 10 Year Legal ProceedingsI Joon Ahn,Director
    
    
    71
    
    
    Principal Occupation:
    
    Retired; President, Aces Fashion
Company, a garment manufacturing
company (1973 to 2001); Founder of
Hanmi Bank and Hanmi Financial;
former Chairman of our Boards,
Hanmi Financial and Hanmi Bank;
former member of the Korean
American Chamber of Commerce and
the Southern California
International Trade
Federation. Our Board
believes that Mr. Ahn should serve as a Director
because our Board believes that Mr.
Ahn plays a critical role in
connection to the Korean-American
community. Mr. Ahn has founded and
served on a number of important
Korean-American organizations
inclusive of the Korean-American
Garment Association, the Southern
California Korean Federation, the
Korean-American Chamber of Commerce
and the Southern California
International Trade Federation.
Additionally, Mr. Ahn is a founding
member of Hanmi Bank.Director Since:
    
    1982John A. Hall,
Director
    
    
    61
    
    
    Principal Occupation:
    
    Retired; National Bank Examiner,
Office of the Comptroller of the
Currency (OCC), a division of the
U.S. Treasury Department (1974 to
2005). Our Board believes that Mr. Hall
should serve as a Director  because our Board
believes that Mr. Halls experience
as a bank regulatory examiner, both
in credit and operations, is
valuable to Hanmi Bank. In his
role with the OCC, he served as an
examiner in charge of various
larger banking institutions and
most recently served in the credit
position for the Wells Fargo Large
Bank Team. Our Board believes that
Mr. Halls experience as a bank
regulatory examiner has provided
him with financial expertise that
is valuable in his role as Audit
Committee Chairman and assisting
Hanmi Bank in
 3




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Name and Position
    
    Age
    
    Principal Occupation for Past Five Years and 10 Year Legal Proceedingscomplying with
applicable regulations.Director Since:
    
    February 2009Paul Seon-Hong Kim,Director
    
    
    66
    
    
    Principal Occupation:
    
    Retired; President & CEO, Center
Financial Corp/Center Bank for 9
years, converting it a Nasdaq
company with 13-fold increase in
total market cap (1998 to 2007);
President & CEO, Uniti
Financial/Uniti Bank (2008); served
in various executive capacities
inclusive of CCO and CFO, Hanmi
Financial/Hanmi Bank (1986 to
1998); Adjunctive Professor, Cal
State University (2007,2009);  
Our Board believes that Mr. Kim should serve as a Director because our Board
believes that Mr. Kims many years
of experience and long
distinguished background in the
banking industry gives him a
valuable financial expertise understanding of the
Korean-American banking community
that Hanmi Bank serves.Director Since:
    
    February 2009Joon Hyung Lee,Director
    
    
    67
    
    
    Principal Occupation:
    
    President, Root-3 Corporation, a
property management, real estate
investment, and development company
(1983 to present); former Chairman
of our Boards, Hanmi Financial and
Hanmi Bank; former President of
Byucksan America, Inc.; former
President of Uniko Trading Co.;
former Vice President of Nait
Corporation; former Assistant
Professor of Business
Administration at Sung Kyun Kwan
University in Korea; Master of
Business Administration from New
York University. Our Board
 believes that Mr. Lee should serve as a Director
because our Board believes that Mr.
Lees knowledge and connections to
the real estate development and
investment markets are important
for Hanmi Bank and make him a
valuable asset to Hanmi Bank,
particularly in the area of
asset/liability management. In
addition to his property management
experience, Mr. Lee has a general
contractors license, a real estate
brokers license as well as
international trading experience.
Mr. Lees longevity with Hanmi Bank
also assists Hanmi Bank in setting
its strategic direction.Director Since:
    
    1989William Stolte,Director
    
    
    64
    
    
    Principal Occupation:
    
    Retired; Senior Executive Vice
President, Union Bank of California
in San Francisco (2000 to 2008);
Director, Deloitte & Touche, LLP
(1995 to 2000); Partner, The Secura
Group (1992 to 1995); served in
various capacities, including
Deputy Comptroller of the Currency,
Chief National Bank Examiner,
Deputy Director Multinational &
Regional Bank Supervision, National
Bank Examiner, Office of the
Comptroller of the Currency
(1968-1992). In selecting
Mr. Stolte to serve as a Director, our Board considered Mr.
Stoltes banking experience both as
an examiner as well as a consultant
to the banking industry making him the financial expert, and his
ability to assist our Board in
addressing the challenges
confronting Hanmi Bank.Director Since:
    
    April 2009Joseph K. Rho,Chairman of our
Board
    
    
    70
    
    
    Principal Occupation:
    
    Retired. Current and former
Chairman of the Boards, Hanmi
Financial and Hanmi Bank
(2007-present; 2002-1999); J & S
Investment (2002 to 2010); former
Partner, Korea Plaza LP (1987 to
2002); former Chief of Parish for
St. Agnes Cathedral; and
 4




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##### Table of Contents



Name and Position
    
    Age
    
    Principal Occupation for Past Five Years and 10 Year Legal Proceedingsformer
President and Owner of Joseph K.
Rho Insurance Agency. 
In
selecting Mr. Rho to serve as a Director and appointment as
Chairman of Hanmi Financial and
Hanmi Bank, our Board considered,
in particular the importance of the
Chairmans role to ensure the
effective functioning of our Board
of Directors. Our Board believes
that Mr. Rho is an effective
coordinator of multiple Hanmi Bank
constituencies, including
shareholders, customers, officers,
employees, community and
regulators. Additionally, our Board
considered the instrumental role
Mr. Rho played in raising $120
million capital in 2010. Lastly,
in appointing Mr. Rho as Chairman,
our Board considered that Mr. Rho
is the largest individual
shareholder and as such, can speak
to building long-term shareholder
value and provides valuable insight
into the concerns of shareholders
and investors.Director Since:
    
    1984Jay S. Yoo,Director
    
    
    64
    
    
    Principal Occupation:
    
    President and Chief Executive
Officer, Hanmi Financial and Hanmi
Bank (June 2008 to present);
Chairman, President and Chief
Executive Officer, Woori America
Bank, a subsidiary of Woori Bank
(2001 to 2007). 
Our Board
believes that  Mr. Yoo should serve as a Director
because our Board believes that Mr.
Yoos understanding of the
Korean-American community, his
years of banking experience since
1970 as well as his past regulatory
experience with the banking
institutions in both New York and
Seoul, Korea is a valuable asset to
Hanmi Bank. Additionally, our
Board felt that it is important to
have the Chief Executive Officer of
Hanmi Financial serve as a director
in order to effectively execute our
Boards direction.Director Since:
    
    June, 2008
 CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS
 www.hanmi.com
 The Board of Directors and Its Committees
   5




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www.hanmi.com
 Audit Committee
 Report of the Audit Committee of the Board of Directors
 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
     6




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Internal
Control-Integrated Framework
    
 Planning Committee
  Nominating and Corporate Governance and Compensation Committee
    7




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##### Table of Contents




    
    The name, age, and address of each proposed Director nominee;
    
    The principal occupation of each proposed nominee;
    
    The number of shares of voting stock of Hanmi Financial owned by each proposed nominee;
    
    The name and address of the nominating stockholder;
    
    The number of shares of voting stock of Hanmi Financial owned by the nominating
stockholder; and
    
    A letter from the proposed nominee indicating that such proposed nominee wishes to be
considered as a nominee for the Board of Directors and will serve as a Director if
elected.
  
    
    Nominees must possess high personal and professional ethics, integrity, and values, and
be committed to representing the long-term interests of Hanmi Financials stockholders;
    
    Nominees must have an inquisitive and objective perspective, practical wisdom, and
mature judgment;
    
    Nominees must possess a broad range of skills, expertise, industry knowledge, and
contacts useful to Hanmi Financials business;
    
    Nominees must be willing to devote sufficient time to carrying out their duties and
responsibilities effectively, and should be committed to serve on the Board of Directors
for an extended period of time;
    
    Pursuant to the Corporate Governance Guidelines, nominees, once elected, should not
serve on the boards of directors of more than two other public companies and, unless
granted an exception by Hanmi Financials Board of Directors, nominees cannot serve
simultaneously as a Director of Hanmi Financial and as a director or officer of any other
depository organization other than a subsidiary bank of Hanmi Financial; and
 8




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##### Table of Contents




    
    Pursuant to the Corporate Governance Guidelines, nominees are encouraged to own shares
of common stock of Hanmi Financial at a level that demonstrates a meaningful commitment to
Hanmi Bank and Hanmi Financial, and to better align the nominees interests with the
stockholders of Hanmi Financial.
   The NCGC Committee Report.
 Leadership Structure
  Risk Oversight
  Section 16(a) Beneficial Ownership Reporting Compliance
  9




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##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
 Overview
  Compensation Philosophy and Objectives
  Methodology for Establishing Compensation
   Total Assets (billions)Cathay Bancorp
    
    $
    11.5Center Financial Corporation
    
    $
    2.1CVB Financial Corporation
    
    $
    6.7Nara Bancorp Inc.
    
    $
    3.2Pacific Mercantile Bancorp
    
    $
    1.2PacWest Bancorp
    
    $
    5.3Sierra Bancorp
    
    $
    1.3Temecula Valley Bancorp Inc.
    
    $
    1.5Trico Bancshares
    
    $
    2.1Wilshire Bancorp Inc.
    
    $
    3.4
   10




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##### Table of Contents



Elements of the Compensation Program
   Annual Base Salary
  Short-Term Cash Incentive Compensation
   Long-Term Incentive Awards
   11




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##### Table of Contents



Deferred Compensation
   Executive Perquisites
 .
 Broad-Based Benefits Programs
  Severance Arrangements
  Compensation Policy Risk Assessment
  12




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##### Table of Contents



Named Executive Officers Compensation
  Employment Agreement with Chief Executive Officer, Jay S. Yoo
    Compensation for Chief Financial Officer, Brian Cho
   Compensation for Chief Credit Officer, Jung Hak Son
   Administrative Policies and Practices
  13




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##### Table of Contents



Stock Ownership Guidelines
  Tax Deductibility of Executive Officer Compensation
  Compensation Committee Report
 The following Compensation Committee Report should not be deemed filed or incorporated by
reference into any other document, including Hanmi Financials filings under the Securities Act of
1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically
incorporates this Report into any such filing by reference.
  Respectfully submitted by the NCGC Committee of the
Board of Directors,
Joon H. Lee (Chairman)
I Joon Ahn
John A. Hall
Paul Seon-Hong Kim
Joseph K. Rho Summary Compensation Table
  SUMMARY COMPENSATION TABLE
 Change inPensionNon-QualifiedStock
    
    Option
    
    Non-Equity
    
    Deferred
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    CompensationName and
    
    
    
    
    
    (1)
    
    (1) (5)
    
    (2) (3)
    
    (2) (4)
    
    Compensation
    
    Earnings
    
    (1)
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Jay S. Yoo, President,
    
    
    2010
    
    
    $
    350,000
    (9)
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    66,456
    (6)
    
    $
    416,456Chief Executive Officer
    
    
    2009
    
    
    $
    326,192
    
    
    $
    
    
    
    $
    27,000
    
    
    $
    30,765
    
    
    $
    
    
    
    $
    
    
    
    $
    63,668
    (6)
    
    $
    447,625and Director
    
    
    2008
    
    
    $
    172,404
    
    
    $
    
    
    
    $
    
    
    
    $
    87,619
    
    
    $
    
    
    
    $
    
    
    
    $
    49,722
    (6)
    
    $
    309,745Brian E. Cho, Executive
    
    
    2010
    
    
    $
    270,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    109,073
    (7)
    
    $
    379,073Vice President and
    
    
    2009
    
    
    $
    266,885
    
    
    $
    
    
    
    $
    20,250
    
    
    $
    9,230
    
    
    $
    
    
    
    $
    
    
    
    $
    36,522
    (7)
    
    $
    332,887Chief Financial Officer
    
    
    2008
    
    
    $
    270,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    35,239
    (7)
    
    $
    305,239Jung Hak Son, Senior
    
    
    2010
    
    
    $
    210,000
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    91,960
    (8)
    
    $
    301,960Vice President and
    
    
    2009
    
    
    $
    173,385
    
    
    $
    
    
    
    $
    13,500
    
    
    $
    6,153
    
    
    $
    
    
    
    $
    
    
    
    $
    36,169
    (8)
    
    $
    229,207Chief Credit Officer
 14




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(1)
    
    All cash compensation and perquisites paid to the Named Executive Officers are
paid by, and are the responsibility of, Hanmi Financials subsidiary, Hanmi Bank.(2)
    
    All equity awards are made by Hanmi Financial, are for shares of Hanmi Financials
common stock, and are made pursuant to the 2007 Equity Compensation Plan (the 2007 Plan).(3)
    
    Pursuant to SEC regulations regarding the valuation of equity awards, amounts in
columns (e) represent the applicable full grant date fair values of stock awards in accordance
with FASB ASC Topic 718, excluding the effect for forfeitures. To facilitate year-to-year
comparisons, the SEC regulations require companies to present recalculated disclosures for
each preceding year required under the rules so that equity awards and stock options reflect
the applicable full grant date fair values, excluding the effect of forfeitures. The total
compensation column is recalculated accordingly. For further information, see Note 12 to
Hanmi Financials audited financial statements for the year ended December 31, 2010 included
in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 16, 2011.(4)
    
    Pursuant to SEC regulations regarding the valuation of equity awards, amounts in
columns (f) represent the applicable full grant date fair values of option awards in
accordance with FASB ASC Topic 718, excluding the effect for forfeitures. To facilitate
year-to-year comparisons, the SEC regulations require companies to present recalculated
disclosures for each preceding year required under the rules so that equity awards and stock
options reflect the applicable full grant date fair values, excluding the effect of
forfeitures. The total compensation column is recalculated accordingly. For further
information, see Note 12 to Hanmi Financials audited financial statements for the year ended
December 31, 2010 included in Hanmi Financials Annual Report on Form 10-K filed with the SEC
on March 16, 2011.(5)
    
    The amounts in column (d) reflect the discretionary bonuses paid to the Named
Executive Officers for services performed in the prior year. Amounts shown are not reduced to
reflect the Named Executive Officers elections, if any, to defer receipt of awards into the
DCP.(6)
    
    Amounts consist of: a) life insurance premiums ($392 for 2010; $392 for 2009; $199
for 2008); b) company automobile ($26,711 for 2010; $26,936 for 2009; $3,967 for 2008); c)
health insurance premiums ($15,315 for 2010; $11,178 for 2009; $7,613 for 2008); d) employer
contributions under the 401(k) plan ($12,375 for 2010; $12,375 for 2009; $9,900 for 2008); e)
club memberships ($6,971 for 2010; $8,110 for 2009; $27,454 for 2008); and f) other
perquisites ($4,691 for 2010; $4,677 for 2009; $589 for 2008) such as cellular phone
allowance, gasoline card, meal allowance and Holiday gift cards.(7)
    
    Amounts consist of: a) life insurance premiums ($392 for 2010; $392 for 2009; $398
for 2008); b) automobile allowance ($8,400 for 2010; $8,303 for 2009; $8,400 for 2008); c)
health insurance premiums ($11,860 for 2010; $10,157 for 2009; $11,830 for 2008); d) employer
contributions under the 401(k) plan ($12,375 for 2010; $12,375 for 2009; $11,625 for 2008); e)
club memberships ($2,400 for 2010); f) retention payment ($67,500 for 2010); and g) other
perquisites ($6,147 for 2010; $5,295 for 2009; $2,236 for 2008, $178 for 2007) such as
cellular phone allowance, gasoline card, meal allowance and Holiday gift cards.(8)
    
    Amounts consist of: a) life insurance premiums ($375 for 2010; $370 for 2009); b)
automobile allowance ($8,400 for 2010; $8,303 for 2009); c) health insurance premiums ($9,843
for 2010; $10,157 for 2009); d) employer contributions under the 401(k) plan ($12,375 for
2010; $10,403 for 2009); e) retention payment ($52,500 for 2010); and f) other perquisites
($8,467 for 2010; $6,936 for 2009) such as cellular phone allowance, gasoline card, meal
allowance and Holiday gift cards.(9)
    
    This amount includes the retroactive increase in Mr.
Yoos base salary from $330,000 to $350,000 pursuant to the
terms of the Amendment to Mr. Yoos Employment Agreement entered
into on February 23, 2011. Grants of Plan-Based Awards
  15




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##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
     OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Option Awards
    
    Stock AwardsEquity
    
    EquityIncentive
    
    IncentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan
    
    PlanIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    Awards:Plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market orNumber of
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Unearned
    
    Payout ValueNumber of
    
    Securities
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Shares,
    
    of UnearnedSecurities
    
    Underlying
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Units or
    
    Shares, UnitsUnderlying
    
    Unexercised
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Other
    
    or OtherUnexercised
    
    Options (#)
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Stock That
    
    Rights That
    
    Rights ThatOptions (#)
    
    Unexercis-
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Have Not
    
    Have Not
    
    Have NotName
    
    Exercisable
    
    able
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    Vested ($)
    
    Vested (#)
    
    Vested ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)Jay S. Yoo
    
    
    70,000
    (1)
    
    
    
    
    
    
    
    
    
    $
    5.66
    
    
    
    06/23/18
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    40,000
    (2)
    
    
    
    
    
    $
    1.35
    
    
    
    04/08/19
    
    
    
    16,000
    (8)
    
    $
    18,400
    (13)
    
    
    
    
    
    $
    Brian E. Cho
    
    
    18,000
    (3)
    
    
    12,000
    (3)
    
    
    
    
    
    $
    9.52
    
    
    
    12/03/17
    
    
    
    2,000
    (9)
    
    $
    2,300
    (14)
    
    
    
    
    
    $
    3,000
    (4)
    
    
    12,000
    (4)
    
    
    
    
    
    $
    1.35
    
    
    
    04/08/19
    
    
    
    12,000
    (10)
    
    $
    13,800
    (15)
    
    
    
    
    
    $
    Jung Hak Son
    
    
    8,000
    (5)
    
    
    2,000
    (5)
    
    
    
    
    
    $
    18.00
    
    
    
    04/19/16
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    8,000
    (6)
    
    
    2,000
    (6)
    
    
    
    
    
    $
    19.44
    
    
    
    06/30/16
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    1,200
    (11)
    
    $
    1,380
    (16)
    
    
    
    
    
    $
    2,000
    (7)
    
    
    8,000
    (7)
    
    
    
    
    
    $
    1.35
    
    
    
    04/08/19
    
    
    
    8,000
    (12)
    
    $
    9,200
    (17)
    
    
    
    
    
    $
    
 16




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##### Table of Contents



(1)
    
    On June 23, 2008, pursuant to the 2007 Plan, 70,000 stock options were granted
to Jay S. Yoo with vesting as follows: 50 percent (50%) to vest on June 23, 2009 and 50
percent (50%) to vest on June 23, 2010.(2)
    
    On April 8, 2009, pursuant to the 2007 Plan, 50,000 stock options were granted to
Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20 percent
(20%) to vest on each of the next four anniversary dates.(3)
    
    On December 3, 2007, pursuant to the 2007 Plan, 30,000 stock options were granted to
Brian E. Cho with vesting as follows: 20 percent (20%) to vest on December 3, 2008 and 20
percent (20%) to vest on each of the next four anniversary dates.(4)
    
    On April 8, 2009, pursuant to the 2007 Plan, 15,000 stock options were granted to
Brian E. Cho with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20
percent (20%) to vest on each of the next four anniversary dates.(5)
    
    On April 19, 2006, pursuant to the Year 2000 Stock Option Plan (2000 Plan), 10,000
stock options were granted to Jung Hak Son with vesting as follows: 20 percent (20%) to vest
on April 19, 2007 and 20 percent (20%) to vest on each of the next four anniversary dates.(6)
    
    On June 30, 2006, pursuant to the 2000 Plan, 10,000 stock options were granted to
Jung Hak Son with vesting as follows: 20 percent (20%) to vest on June 30, 2006 and 20
percent (20%) to vest on each of the next four anniversary dates.(7)
    
    On April 8, 2009, pursuant to the 2007 Plan, 10,000 stock options were granted to
Jung Hak Son with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20
percent (20%) to vest on each of the next four anniversary dates.(8)
    
    On April 8, 2009, pursuant to the 2007 Plan, 20,000 shares of restricted stock
were awarded to Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8, 2010
and 20 percent (20%) to vest on each of the next four anniversary dates. 16,000 shares remain
unvested after 20% (4,000 shares) vested on April 8, 2010.(9)
    
    On December 3, 2007, pursuant to the 2007 Plan, 5,000 shares of restricted stock
were awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on December 3,
2008 and 20 percent (20%) to vest on each of the next four anniversary dates. 2,000 shares
remain unvested after 60% (3,000 shares) vested on December 3, 2010, 2009 and 2008,
respectively.(10)
    
    On April 8, 2009, pursuant to the 2007 Plan, 15,000 shares of restricted stock were
awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on April 8, 2010
and 20 percent (20%) to vest on each of the next four anniversary dates. 12,000 shares remain
unvested after 20% (3,000 shares) vested on April 8, 2010.(11)
    
    On November 1, 2007, pursuant to the 2007 Plan, 3,000 shares of restricted stock
were awarded to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on November 1,
2007 and 20 percent (20%) to vest on each of the next four anniversary dates. 1,200 shares
remain unvested after 60% (1,800 shares) vested on November 1, 2010, 2009 and 2008,
respectively.(12) On April 8, 2009, pursuant to the 2007 Plan, 10,000 shares of
restricted stock were awarded to Jung Hak Son with vesting as follows: 20 percent (20%) to
vest on April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates.
8,000 shares remain unvested after 20% (2,000 shares) vested on April 8, 2010.(13)
    
    Amount calculated as follows: Closing Stock Price as of December 31, 2010 ($1.15)
x Unvested Shares of Restricted Stock (16,000).(14)
    
    Amount calculated as follows: Closing Stock Price as of December 31, 2010 ($1.15)
x Unvested Shares of Restricted Stock (2,000).(15)
    
    Amount calculated as follows: Closing Stock Price as of December 31, 2010 ($1.15)
x Unvested Shares of Restricted Stock (12,000).(16)
    
    Amount calculated as follows: Closing Stock Price as of December 31, 2010 ($1.15)
x Unvested Shares of Restricted Stock (1,200).(17)
    
    Amount calculated as follows: Closing Stock Price as of December 31, 2010 ($1.15)
x Unvested Shares of Restricted Stock (8,000). 17




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##### Table of Contents



Option Exercises and Stock Vested
  OPTION EXERCISES AND STOCK VESTED
 Option
Awards
    
    Stock AwardsNumber
    
    
    
    
    
    Numberof Shares
    
    Value
    
    of Shares
    
    ValueAcquired
    
    Realized
    
    Acquired
    
    Realizedon Exercise
    
    on Exercise
    
    on Vesting
    
    on VestingName
    
    (#)
    
    ($)
    
    (#)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)Jay S. Yoo
    
    
    10,000
    (1)
    
    $
    8,800
    (2)
    
    
    4,000
    (3)
    
    $
    10,480
    (4)Brian E. Cho
    
    
    
    
    
    $
    
    
    
    
    4,000
    (5)
    
    $
    8,810
    (6)Jung Hak Son
    
    
    
    
    
    $
    
    
    
    
    2,600
    (7)
    
    $
    6,002
    (8)
 
 (1)
    
    On April 8, 2009, pursuant to the 2007 Plan, 50,000 stock options were
granted to Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8, 2010
and 20 percent (20%) to vest on each of the next four anniversary dates. 10,000 shares of
vested stock options with exercise price of $1.35 were exercised on June 1, 2010.(2)
    
    Amount calculated as follows: ((Closing Stock Price as of June 1, 2010 ($2.23)
minus Exercise Price ($1.35)) x Shares of Stock Options That Vested (10,000).(3)
    
    On April 8, 2009, pursuant to the 2007 Plan, 20,000 shares of restricted stock
were awarded to Jay S. Yoo with vesting as follows: 20 percent (20%) to vest on April 8,
2010 and 20 percent (20%) to vest on each of the next four anniversary dates.(4)
    
    Amount calculated as follows: Closing Stock Price as of April 8, 2010 ($2.62) x
Shares of Restricted Stock That Vested (4,000).(5)
    
    On April 8, 2009, pursuant to the 2007 Plan, 15,000 shares of restricted stock
were awarded to Brian E. Cho with vesting as follows: 20 percent (20%) to vest on April 8,
2010 and 20 percent (20%) to vest on each of the next four anniversary dates. On December
3, 2007, pursuant to the 2007 Plan, 5,000 shares of restricted stock were awarded to Brian
E. Cho with vesting as follows: 20 percent (20%) to vest on December 3, 2008 and 20
percent (20%) to vest on each of the next four anniversary dates.(6)
    
    Amount calculated as follows: Closing Stock Price as of April 8, 2010 ($2.62) x
Shares of Restricted Stock That Vested (3,000).Closing Stock Price as of December 3, 2010 ($0.95) x Shares of Restricted Stock That
Vested (1,000).


(7)
    
    On April 8, 2009, pursuant to the 2007 Plan, 10,000 shares of restricted
stock were awarded to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on
April 8, 2010 and 20 percent (20%) to vest on each of the next four anniversary dates. On
November 1, 2007, pursuant to the 2007 Plan, 3,000 shares of restricted stock were awarded
to Jung Hak Son with vesting as follows: 20 percent (20%) to vest on November 1, 2007 and
20 percent (20%) to vest on each of the next four anniversary dates.(8)
    
    Amount calculated as follows: Closing Stock Price as of April 8, 2010 ($2.62) x
Shares of Restricted Stock That Vested (2,000).Closing Stock Price as of November 1, 2010 ($1.27) x Shares of Restricted Stock That
Vested (600). Non-Qualified Deferred Compensation Plan
  Potential Payments Upon Termination
  18




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##### Table of Contents



Executive Benefits
    
    
    
    
    Withoutand Payments
    
    Voluntary
    
    
    Cause
    
    
    CauseUpon Termination(1)
    
    Termination
    
    
    Termination
    
    
    Termination
    
    
    Death
    
    
    DisabilityCompensation:Base Salary
    
    $
    
    
    
    $
    175,000
    (2)
    
    $
    
    
    
    $
    
    
    
    $
    Benefits and Perquisites:Life Insurance Benefits
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    50,000
    (3)
    
    
    Disability Income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    97,500
    (4)Accrued Vacation Pay
    
    $
    37,692
    (5)
    
    $
    37,692
    (5)
    
    $
    37,692
    (5)
    
    $
    37,692
    (5)
    
    $
    37,692
    (5)Total
    
    $
    37,692
    
    
    $
    212,692
    
    
    $
    37,692
    
    
    $
    87,692
    
    
    $
    135,192
 
 (1)
    
    Assumes the Chief Executive Officers date of termination is December 31,
2010.(2)
    
    Amount represents total base salary to be paid to the Chief Executive Officer,
which is base pay equal to six months amount is calculated as follows: $350,000 (Annual Base Salary) x 0.5 year.(3)
    
    Amount represents proceeds from life insurance policies.(4)
    
    Amount represents disability income to be paid to the Chief Executive Officer
until he reaches age 65.(5)
    
    Amount represents cash lump-sum payment for unused vacation days as of
termination date.  Voluntary Termination
  Without  Cause Termination
  Cause Termination
  19




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##### Table of Contents



Other Executives
  Director Compensation
  DIRECTOR COMPENSATION
 Change inPensionFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    Value andEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    Non-Qualifiedor Paid
    
    Stock
    
    Option
    
    Non-Equity
    
    Deferred
    
    All Otherin Cash
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Compensation
    
    Compensation($)
    
    ($)
    
    ($)
    
    Compensation
    
    Earnings
    
    ($)
    
    TotalName
    
    (1)(2)
    
    (3) (4) (6)
    
    (3) (5) (6)
    
    ($)
    
    ($)
    
    (1) (7)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)I Joon Ahn
    
    $
    56,850
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,545
    
    
    $
    72,395John A. Hall
    
    $
    78,900
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    100
    
    
    $
    79,000Paul Seon-Hong Kim
    
    $
    69,100
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,574
    
    
    $
    84,674Joon Hyung Lee
    
    $
    59,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,552
    
    
    $
    75,352Joseph K. Rho
    
    $
    121,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    15,552
    
    
    $
    137,352William J. Stolte
    
    $
    69,300
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1,788
    
    
    $
    71,088
 
 (1)
    
    All cash compensation and perquisites paid to Directors are paid by Hanmi Bank,
which is then reimbursed by Hanmi Financial.(2)
    
    Each Director who is not an employee of Hanmi Financial (an outside Director) is
paid a monthly retainer fee of $3,000 and $1,000 for attendance at Board of Directors
meetings ($500 for telephonic attendance at Board meetings). In addition, the Chairman of the
Board receives an additional $1,500 each month. The Audit Committee Chairman receives an
additional $1,000 each month. The chairmen of the remaining committees receive an additional
$500 each month, and committee members receive an additional $100 each for attending
committee meetings ($50 each  for telephonic attendance at committee
meetings). In addition, each Director who is not an employee of Hanmi
Financial (an outside Director) is paid as follows for  time spent
above and beyond attendance at Board of Directors and committee
meetings for special Company business, e.g., meetings with
regulators, shareholders and other stakeholders, for less than 2
hours, $100, for 2-5 hours, $200, and for more than 5 hours, $400.(3)
    
    All equity awards are made by Hanmi Financial, are for shares of Hanmi Financials
common stock, and are made pursuant to the 2007 Plan.(4)
    
    Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in
columns (c) represent the applicable full grant date fair values of stock awards in accordance
with FASB ASC Topic 718, excluding the effect for forfeitures. For further information, see
Note 12 to Hanmi Financials audited financial statements for the year ended December 31, 2010
included in Hanmi Financials Annual Report on Form 10-K filed with the SEC on March 16, 2011.(5)
    
    Pursuant to new SEC regulations regarding the valuation of equity awards, amounts in
columns (d) represent the applicable full grant date fair values of option awards in
accordance with FASB ASC Topic 718, excluding 20




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##### Table of Contents



the effect for forfeitures. For further information, see Note 12 to Hanmi Financials audited
financial statements for the year ended December 31, 2010 included in Hanmi Financials Annual
Report on Form 10-K filed with the SEC on March 16, 2011.(6)
    
    Outstanding Equity Awards at Fiscal Year-End The following table shows
information as of December 31, 2010 for Hanmi Financials Directors concerning unexercised
stock options: Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Option
    
    OptionOptions (#)
    
    Options (#)
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    DateI Joon Ahn
    
    
    24,000
    (a)
    
    
    
    
    
    $
    21.63
    
    
    
    11/15/164,000
    (b)
    
    
    16,000
    (b)
    
    $
    1.35
    
    
    
    04/08/19John A. Hall
    
    
    4,000
    (b)
    
    
    16,000
    (b)
    
    $
    1.35
    
    
    
    04/08/19Paul Seon-Hong Kim
    
    
    4,000
    (b)
    
    
    16,000
    (b)
    
    $
    1.35
    
    
    
    04/08/19Joon Hyung Lee
    
    
    24,000
    (a)
    
    
    
    
    
    $
    21.63
    
    
    
    11/15/16
    
    
    
    16,000
    (b)
    
    $
    1.35
    
    
    
    04/08/19Joseph K. Rho
    
    
    24,000
    (a)
    
    
    
    
    
    $
    21.63
    
    
    
    11/15/164,000
    (b)
    
    
    16,000
    (b)
    
    $
    1.35
    
    
    
    04/08/19William J. Stolte
    
    
    4,000
    (c)
    
    
    16,000
    (c)
    
    $
    1.57
    
    
    
    04/22/19
 
 (a)
    
    On November 15, 2006, pursuant to the 2000 Plan, 24,000 stock options were
granted to each Director with vesting as follows: 33.33 percent (33.33%) to vest on
November 15, 2007 and 33.33 percent (33.33%) on each of the next two anniversary dates.(b)
    
    On April 8, 2009, pursuant to the 2007 Plan, 20,000 stock options were granted to
each Director with vesting as follows: 20 percent (20%) to vest on April 8, 2010 and 20
percent (20%) on each of the next four anniversary dates.(c)
    
    On April 22, 2009, pursuant to the 2007 Plan, 20,000 stock options were granted
to Mr. Stolte with vesting as follows: 20 percent (20%) to vest on April 22, 2010 and 20
percent (20%) on each of the next four anniversary dates. (7)
    
    The amounts in column (g) consist of:
 Health
    
    Life
    
    
    
    
    
    TotalInsurance
    
    Insurance
    
    
    
    
    
    All OtherName
    
    Premiums
    
    Premiums
    
    Gift Card
    
    CompensationI Joon Ahn
    
    $
    15,315
    
    
    $
    130
    
    
    $
    100
    
    
    $
    15,545John A. Hall
    
    $
    
    
    
    $
    
    
    
    $
    100
    
    
    $
    100Paul Seon-Hong Kim
    
    $
    15,315
    
    
    $
    159
    
    
    $
    100
    
    
    $
    15,574Joon Hyung Lee
    
    $
    15,315
    
    
    $
    137
    
    
    $
    100
    
    
    $
    15,552Joseph K. Rho
    
    $
    15,315
    
    
    $
    137
    
    
    $
    100
    
    
    $
    15,552William J. Stolte
    
    $
    1,552
    
    
    $
    136
    
    
    $
    100
    
    
    $
    1,788
 NCGC Committee Interlocks and Insider Participation
  21




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##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 BENEFICIAL OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT
   22




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##### Table of Contents



COMMON STOCK BENEFICIALLY OWNED
 Number
    
    Percent ofof
    
    SharesName and Address of Beneficial Owner
    
    Shares
    
    OutstandingBlackRock, Inc.
    
    
    (1)
    
    
    
    8,622,795
    
    
    
    5.70
    %Joseph K. Rho, Chairman of the Board
    
    
    (2) (3) (4)
    
    
    
    2,966,838
    
    
    
    1.96
    %Joon Hyung Lee, Director
    
    
    (3) (5)
    
    
    
    2,465,275
    
    
    
    1.63
    %I Joon Ahn, Director
    
    
    (2) (3) (4)
    
    
    
    1,536,526
    
    
    
    1.02
    %Paul Seon-Hong Kim, Director
    
    
    (3 (6)
    
    
    
    246,724
    
    
    
    *Jay S. Yoo, President and Chief Executive Officer, Director
    
    
    (7)
    
    
    
    196,000
    
    
    
    *Brian E. Cho, Executive Vice President and Chief Financial Officer
    
    
    (8)
    
    
    
    94,000
    
    
    
    *Jung Hak Son, Senior Vice President and Chief Credit Officer
    
    
    (9)
    
    
    
    58,000
    
    
    
    *William J. Stolte, Director
    
    
    (3) (10)
    
    
    
    51,000
    
    
    
    *John A. Hall, Director
    
    
    (3) (6)
    
    
    
    29,000
    
    
    
    *All Directors and Executive Officers as a Group (9 in Number)
    
    
    
    
    
    
    7,643,363
    
    
    
    5.05
    %
 
 (1)
    
    Based on a Schedule 13G/A filed on February 4, 2011 with the SEC under the
Securities Exchange Act of 1934, as amended, by BlackRock, Inc. (BlackRock). The address of
BlackRock is 40 East 52nd Street, New York, NY 10022.(2)
    
    Includes 24,000 options and 4,000 options that are presently exercisable under the
2000 Plan and the 2007 Plan, respectively, and 4,000 options under the 2007 Plan that will
become exercisable within 60 days.(3)
    
    Includes 12,000 shares of restricted stock.(4)
    
    Shares beneficial ownership with his spouse.(5)
    
    Includes 24,000 options and 4,000 options that are presently exercisable under the
2000 Plan and the 2007 Plan, respectively, and 4,000 options under the 2007 Plan that will
become exercisable within 60 days.(6)
    
    Includes 4,000 options that are presently exercisable under the 2007 Plan and 4,000
options under the 2007 Plan that will vest within 60 days.(7)
    
    Includes 70,000 options that are presently exercisable under the 2007 plan, 10,000
options under the 2007 Plan that will become exercisable within 60 days, and 16,000 shares of
restricted stock.(8)
    
    Includes 21,000 options that are presently exercisable under the 2007 Plan, 3,000
options under the 2007 Plan that will become exercisable within 60 days, and 14,000 shares of
restricted stock(9)
    
    Includes 16,000 options and 2,000 options that are presently exercisable under
the 2000 Plan and the 2007 Plan, respectively, 2,000 options under the 2007 Plan and 2,000
options under the 2000 Plan that will become exercisable
within 60 days, respectively, and 9,200 shares of restricted stock.(10)
    
    Includes 4,000 options that are presently exercisable under the 2007 Plan. Securities Authorized for Issuance Under Equity Compensation Plans
  Number of SecuritiesRemaining Available forNumber of Securities to be
    
    Weighted-Average
    
    Future Issuance UnderIssued Upon Exercise of
    
    Exercise Price of
    
    Equity CompensationOutstanding Options,
    
    Outstanding Options,
    
    Plans (ExcludingWarrants and Rights
    
    Warrants and Rights
    
    Securities(a)
    
    (b)
    
    Reflected in Column (a))Equity Compensation Plans
Approved By Security Holders
    
    
    1,066,891
    
    
    $
    11.93
    
    
    
    2,446,333Equity Compensation Plans Not
Approved By Security Holders
    
    
    2,000,000
    (1)
    
    $
    1.20
    
    
    
    2,000,000Total Equity Compensation Plans
    
    
    3,066,891
    
    
    $
    4.93
    
    
    
    4,446,333
 23




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##### Table of Contents



(1)
    
    Reflects warrants issued to Cappello Capital Corp. in connection with
services it provided to us as a placement agent in connection with our best efforts public offering
and as our financial adviser in connection with our completed rights offering. The warrants were
immediately exercisable when issued at a purchase price of $1.20 per share of our common stock and
expire on October 14, 2015. The warrants may be exercised for cash or by cashless exercise. The
exercise price and number of shares subject to the warrants are subject to adjustment for, among
other events, stock splits and stock dividends. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
  Director Compensation
 Review, Approval or Ratification of Transactions With Related Persons
  Director Independence
  24




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##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2010
    
    
    2009Audit Fees (1)
    
    $
    625,000
    
    
    $
    600,000Audit-Related Fees (2)
    
    
    100,356
    
    
    
    158,998Tax Fees (3)
    
    
    102,931
    
    
    
    54,000All Other Fees
    
    
    
    
    
    
    $
    828,287
    
    
    $
    812,998
 
 (1)
    
    Includes fees billed for the integrated audit of our annual financial statements and internal control over financial
reporting, for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and for
compliance with the Federal Deposit Insurance Corporation Improvement Act.(2)
    
    Includes fees billed for professional services rendered in connection with valuation of deferred tax assets, capital raise project, and reviews of registration statements.(3)
    
    Includes fees billed for professional services rendered in connection with tax compliance, tax advice, and tax planning.  Audit Committee Pre-Approval Policies and Procedures
    
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 EXHIBIT INDEX
 ExhibitNumber
    
    Document31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a) of the Securities Exchange Act, as amended31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
and Rule 15d-14(a) of the Securities Exchange Act, as amended
 25




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##### Table of Contents



SIGNATURES
  HANMI FINANCIAL CORPORATION
 By:
    /s/ Jay S. YooJay S. YooPresident and Chief Executive Officer  26