Employment Agreement


 Exhibit 10.1 
 EMPLOYMENT AGREEMENT 
 This Employment Agreement (this
“Agreement”) is made and entered into on October 29, 2009, by Metro United Bank, a California banking corporation (the “Employer”), and Cary Ching, an individual resident in Hacienda Heights, Los Angeles County, California
(the “Executive”). 
 RECITALS 
 The Employer desires the Executive’s employment with the Employer, and the Executive wishes to accept such employment, upon the terms and conditions set forth in this Agreement. 
 AGREEMENT 
 The
parties, intending to be legally bound, agree as follows: 
  

	1.	DEFINITIONS 

 For the purposes of this
Agreement, the following terms have the meanings specified or referred to in this section 1. 
 “Agreement” — this
Employment Agreement. 
 “Basic Compensation” — Salary and Benefits. 
 “Benefits” — as defined in Section 3.1(b). 
 “Board of Directors” — the Board of Directors of the Employer. 
 “Change in Control” — as defined in Section 6.4. 
 “Confidential Information”
— any and all: 
 (a) trade secrets concerning the business and affairs of the Employer and its subsidiaries,
financial records, management systems, policies or procedures, including the content of related forms and manuals, salary, bonuses and other personnel information, and any other information, however documented, that is a trade secret within the
meaning of law of the State of Texas; and 
 (b) information concerning the business and affairs of the Employer and its
subsidiaries (which include historical financial statements, financial projections and budgets,







 
historical and projected income, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials however documented); and

 (c) notes, analysis, compilations, studies, summaries, and other material prepared by or for the Employer or its subsidiaries
containing or based, in whole or in part, on any information included in the foregoing. 
 “Disability” — as
defined in Section 6.2. 
 “Effective Date” — shall be November 2, 2009. 
 “Employment Period” — the term of the Executive’s employment under this Agreement. 
 “Fiscal Year” — the Employer’s fiscal year, as it exists on the Effective Date or as changed from time to time.

 “For Cause” — as defined in Section 6.3. 
 “Incentive Compensation” — as defined in Section 3.2. 
 “Person” — any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, join venture, estate, trust, association, organization, or governmental
body. 
 “Proprietary Items” — as defined in Section 7.2(d). 
 “Salary” — as defined in Section 3.1(a). 
  


	2.	EMPLOYMENT TERMS AND DUTIES 

  

	2.1	EMPLOYMENT 

 The Employer hereby employs
the Executive, and the Executive hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement. 
  

	2.2	TERM 

 Subject to the provisions of
Section 6, the term of the Executive’s employment under this Agreement will be three (3) years, beginning on the Effective Date and ending on the third anniversary of the Effective Date. 
  

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	2.3	DUTIES 

 The Executive will serve as
Chief Executive Officer of Employer. The Executive will devote his entire business time, attention, skill, and energy exclusively to the business of the Employer, will use his best efforts consistent with the industry standards to promote the
success of the Employer’s business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Employer. If the Executive is elected as a director of the Employer or as a director or officer of any of
its affiliates, the Executive will fulfill his duties as such director or officer without additional compensation. 
  

	3.	COMPENSATION 

  

	3.1	BASIC COMPENSATION 

 (a) Salary.
The Executive will be paid an annual salary of $180,000.00, subject to adjustment as provided below (the “Salary”), which will be payable in equal periodic installments according to the Employer’s customary payroll practices, but no
less frequently than monthly. The Salary will be reviewed by the Board of Directors not less frequently than annually, and may be adjusted upward in the discretion of the Board of Directors, but in no event will the Salary be less than $180,000.00
per year. A performance review is to be conducted by the Chairman of the Board of Directors of Employer no later than one year from the first day of employment. 
 (b) Benefits. The Executive will, during the Employment Period, be permitted to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical and other employee
benefit plans of the Employer that may be in effect from time to time, to the extent the Executive is eligible under the terms of those plans (collectively, the “Benefits”). 
  

	3.2	INCENTIVE COMPENSATION 

 Except as
otherwise may be prohibited or limited by the Emergency Economic Stabilization Act of 2008, as amended (“EESA”), as implemented by guidance or regulation thereunder applicable to MetroCorp, the Executive will participate in the non-equity
cash incentive program (Incentive Bonus Objective) of MetroCorp Bancshares, Inc. (“MetroCorp”), the parent holding company of Employer. The Incentive Bonus Objective program will allow the Executive to earn a percentage of Salary as
incentive compensation (“Incentive Compensation”) dependent on the performance of MetroCorp and of the Executive in a calendar year based on certain predetermined company and individual performance measures set forth in such program.

  

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	3.3	STOCK OPTIONS 

 The Compensation
Committee of the Board of Directors of MetroCorp, pursuant to the MetroCorp Bancshares, Inc. 2007 Stock Awards and Incentive Plan or any other equity incentive plan adopted by MetroCorp’s shareholders, shall grant to Executive a number stock
options annually based on performance of the Executive and Employer, as determined by the Compensation Committee and the Board of Directors of MetroCorp, with such grant to be evidenced by a stock option agreement between Executive and MetroCorp.
The number of stock options that Executive will receive will be similar to the number of stock options granted to the persons serving as executive vice president of MetroCorp and MetroBank. In the event of any conflict between the terms of the
Agreement and any other oral or written representation regarding stock options, on the one hand, and the terms of the applicable stock option agreement or the stock option plan on the other hand, the terms of the latter two documents shall govern.
Moreover, at termination of Executive’s employment, MetroCorp has the option, but not the obligation, to repurchase any vested and unexercised options granted pursuant to this Agreement. 
  

	3.4	STARTING BONUS 

 On the last day of
Executive’s first week of employment following the execution of this Agreement, Executive will be eligible to receive a one-time bonus of $30,000. The bonus will be paid according to Employer’s normal payroll practices. 
  

	4.	FACILITIES AND EXPENSES  

  

	4.1	GENERAL 

 The Employer will furnish the
Executive office space, equipment, supplies, and such other facilities and personnel, as the Employer deems necessary or appropriate for the performance of the Executive’s duties under this Agreement. The Employer will pay the Executive’s
dues in such professional societies and organizations, and will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Employer in the performance of the
Executive’s duties pursuant to this Agreement, and in accordance with the Employer’s employment policies, including reasonable expenses incurred by the Executive in attending conventions, seminars, and other business meetings, in
appropriate business entertainment activities, and for promotional expenses. The Executive must file expense reports with respect to such expenses in accordance with the Employer’s policies. Provided that the Executive submits timely expense
reports, Employer shall pay or reimburse such expenses no later than March 15 of the calendar year immediately following the calendar year in which the expenses are incurred. 
  

	4.2	AUTOMOBILE 

 During the term of
Executive’s employment, the Employer will provide the Executive with an automobile of Executive’s selection, provided that the monthly lease expense, including maintenance and insurance, shall not exceed $1,000.00. Applicable federal
income tax withholding on such automobile allowance will be deducted. 
  

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	4.3	REIMBURSEMENTS AND IN-KIND BENEFITS 

 To
the extent required by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year will not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year. The rights to reimbursement or in-kind benefits provided under this Agreement are not subject to liquidation or exchange for another benefit. 
  

	5.	VACATIONS AND HOLIDAYS 

 The Executive
will be entitled to four (4) weeks paid vacation each Fiscal Year in accordance with the vacation policies of the Employer in effect for its executive officers from time to time. The Executive will also be entitled to the paid holidays set
forth in the Employer’s policies. Vacation days and holidays during any Fiscal Year that are not used by the Executive during such Fiscal Year may be carry forward in accordance with company’s policy. 
  

	6.	TERMINATION 

  

	6.1	EVENTS OF TERMINATION 

 The Employment
Period, the Executive’s Basic Compensation, and any and all other rights of the Executive under this agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided in this Section 6): 
  

	(a)	upon the death of the Executive; 

  

	(b)	upon the disability of the Executive (as defined in Section 6.2) immediately upon notice from either party to the other; 

  

	(c)	for cause (as defined in Section 6.3), immediately upon notice from the Employer to the Executive, or at such later time as such notice may specify;


  

	(d)	upon the voluntary resignation by the Executive; or 

  

	(e)	on Change of Control (as defined in Section 6.4). 

  

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	6.2	DEFINITION OF DISABILITY 

 For purpose of
Section 6.1, the Executive will be deemed to have a “disability” if, for physical or mental reasons, the Executive is unable to perform the essential functions of the Executive’s duties under this Agreement for 120 consecutive
days, or 180 days during any twelve month period, as determined in accordance with this Section 6.2. A medical doctor selected by written agreement of the Employer and the Executive upon the request of either party by notice to the other will
determine the disability of the Executive. If the Employer and the Executive cannot agree on the selection of a medical doctor, each of them will select a medical doctor and the two medical doctors will select a third medical doctor who will
determine whether the Executive has a disability. The determination of the medical doctor selected under this Section 6.2 will be binding on both parties. The Executive must submit to a reasonable number of examinations by the medical doctor
making the determination of disability under this Section 6.2, and the Executive hereby authorizes the disclosure and release to the Employer under proper confidentiality safeguard of such determination and all supporting medical records. If
the Executive is not legally competent, the Executive’s legal guardian or duly authorized attorney-in-fact will act in the Executive’s stead, under this Section 6.2, for the purposes of submitting the Executive to the examinations,
and providing the authorization of disclosure, required under this Section 6.2. 
  

	6.3	DEFINITION OF “FOR CAUSE” 

 For
purposes of Section 6.1, the phrase “for cause” means: (a) the Executive’s material breach of this Agreement or failure to materially carry out the duties described in Section 2.3 and the Executive’s failure to
cure such breach within a thirty days period after receipt of notification of such breach given by the Board of Directors of Employer; (b) the Executive’s failure to adhere to any written policy of Employer, MetroCorp or MetroBank, N.A.
(“MetroBank”) if the Executive has been given a reasonable opportunity to comply with such policy or cure his failure to comply (which reasonable opportunity must be granted during the ten-day period preceding termination of this
Agreement); (c) the appropriation (or attempted appropriation) of a material business opportunity of the Employer, MetroCorp or MetroBank, including attempting to secure or securing any personal profit in connection with any transaction entered
into on behalf of the Employer, MetroCorp or MetroBank; (d) the Executive’s acting in a grossly negligent manner, or has engaged in reckless or willful misconduct with respect to Employer, MetroCorp or MetroBank which results or could have
resulted in material harm to the standing of Employer, MetroCorp or MetroBank among customers, suppliers, employees and other business relationships; (e) the misappropriation (or attempted misappropriation) of any of the funds or property of
Employer, MetroCorp or MetroBank; or (f) the conviction of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or plea of no contest with respect to a felony or the equivalent thereof. 
  

	6.4	DEFINITION OF “CHANGE OF CONTROL” 

 For purposes of Section 6.1, the phrase “Change of Control” means the following: (a) the occurrence of a transaction whereby the Employer or MetroCorp shall not be the surviving

  

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entity in any merger or consolidation (or survives only as a subsidiary of an entity other than a wholly-owned subsidiary of MetroCorp or a previously wholly-owned subsidiary of Employer);
(b) MetroCorp or the Employer sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other persons or entities (other than to a wholly-owned subsidiary of MetroCorp or Employer); or
(c) the total sale or dissolution of the Employer or MetroCorp; provided that, any merger, consolidation or similar transaction between Employer and MetroCorp or MetroBank, or any affiliate or subsidiary thereof, in which Employer shall not be
the surviving entity, shall not be deemed a Change of Control for purposes of this Agreement. 
  

	6.5	TERMINATION PAY 

 Effective upon the
termination of this Agreement for the reasons set forth in this Agreement, except as otherwise may be prohibited or limited by the EESA, as implemented by guidance or regulation thereunder applicable to MetroCorp, Employer will be obligated to pay
the Executive (or, in the event of his death, his designated beneficiary as defined below) only such compensation as is provided in this Section 6.5, and in lieu of all other amounts and in settlement and complete release of all claims the
Executive may have against the Employer for termination pursuant to Section 6 hereof. For purposes of this Section 6.5, the Executive’s designated beneficiary will be such individual beneficiary or trust, located at such address, as
the Executive may designate by notice to the Employer from time to time or, if the Executive fails to give notice to the Employer of such a beneficiary, the Executive’s estate. Notwithstanding the preceding sentence, the Employer will have no
duty, in any circumstances, to attempt to open an estate on behalf of the Executive, to determine whether any beneficiary designated by the Executive is alive or to ascertain the address of any such beneficiary, to determine the existence of any
trust, to determine whether any person or entity purporting to act as the Executive’s personal representative (or the trustee of a trust established by the Executive) is duly authorized to act in the capacity, or to locate or attempt to locate
any beneficiary, personal representative or trustee. 
 (a) Termination by Change of Control. Upon the happening of a “Change Of
Control,” after the Effective Date of this Agreement, the Employer will pay the Executive his Salary for the remainder, if any, of the calendar month in which the Change of Control occurs, plus an additional payment in one lump sum equal to
eighteen (18) months Salary. The lump sum payment described in the preceding sentence shall be made no later than March 15 of the calendar year immediately following the calendar year in which the Change of Control occurs. In addition, if
the Executive’s employment is terminated within twelve (12) months following a Change of Control, the Employer shall pay the premiums for the Executive’s continued participation in the life insurance plan of the Employer in which the
Executive was entitled to participate prior to the date of termination for a period of one (1) year after such termination of employment, and the Employer shall pay the premiums for the Executive’s continued participation in the medical
insurance plan of the Employer in which the Executive was entitled to participate prior to the date of termination until the earlier of (i) the expiration of one (1) year after such termination of employment, or (ii) the expiration of
the Employer’s obligation to offer continued coverage under such plan under applicable law. The Employer’s payment of such premiums shall be taxable income to the Executive. Any

  

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reimbursements under this paragraph shall be made no later than the last day of the calendar year following the calendar year in which the expense was incurred. To the extent required by
Section 409A of the Code, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year will not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar
year. The rights to reimbursement or in-kind benefits provided under this Agreement are not subject to liquidation or exchange for another benefit. 
 (b) Termination by the Employer for Cause or Voluntary Resignation by Executive. If the Employer terminates this Agreement for cause or the Executive voluntarily resigns, the Executive will be entitled to receive his Salary only
through the date such termination is effective, and will not be entitled to any Incentive Compensation for the Fiscal Year during which such termination occurs or any subsequent Fiscal Year. 
 (c) Termination upon Disability. If this Agreement is terminated by either party as a result of the Executive’s disability, as determined under
Section 6.2, the Employer will pay the Executive his Salary through the remainder of the calendar month during which such termination is effective and for the lesser of (i) three (3) consecutive months thereafter, or (ii) the
period until disability insurance benefits commence under the disability insurance coverage furnished by the Employer to the Executive, at the same time and in the same manner as the Employer’s customary payroll practices. 
 (d) Termination upon Death. If this Agreement is terminated because of the Executive’s death, the Executive’s estate will be entitled to
receive his Salary through the end of the calendar month in which his death occurs, and that part of the Executive’s Incentive Compensation, if any, for the Fiscal Year during which his death occurs, prorated through the end of the calendar
month during which his death occurs. All payments under this paragraph shall be made no later than March 15 of the calendar year immediately following the calendar year in which Executive’s death occurs. 
 (e) Benefits. The Executive’s accrual of, or participation in plans providing for, the Benefits will cease at the effective date of the
termination of this Agreement and the Executive will be entitled to accrued Benefits pursuant to such plans only as provided in such plans. The Executive will not receive, as part of his termination pay pursuant to this Section 6, any payment
or other compensation for any vacation, holiday, sick leave, or other leave unused on the date the notice of termination is given under this Agreement. 
 (f) Code Section 409A. Notwithstanding any provision of this Agreement to the contrary, if at the time of the Executive’s “separation from service” (as defined under
Section 409A of the Code (“Section 409A”)) the Executive is a “specified employee” (as defined under Section 409A), then to the extent that any amount to which the Executive is entitled in connection with his separation
from service is subject to Section 409A, payments of such amounts to which the Executive would otherwise be entitled during the six (6) month period following the separation from service will be accumulated and paid in a lump sum on the
earlier of (i) the first day of the seventh month after the date of the separation from service, or (ii) the date of the Executive’s death. The first sentence of this paragraph shall apply only

  

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to the extent required to avoid the Executive’s incurrence of any additional tax or interest under Section 409A or any regulations or Treasury guidance promulgated thereunder.
Notwithstanding any provision of this Agreement to the contrary, to the extent that any payment under the terms of this Agreement would constitute an impermissible acceleration of payments under Section 409A or any regulations or Treasury
guidance promulgated thereunder, such payments shall be made no earlier than at such times allowed under Section 409A. If any provision of this Agreement (or of any award of compensation) would cause the Executive to incur any additional tax or
interest under Section 409A or any regulations or Treasury guidance promulgated thereunder, the Employer may reform such provision; provided that the Employer shall (i) maintain, to the maximum extent practicable, the original intent of
the applicable provision without violating the provisions of Section 409A and (ii) notify and consult with the Executive regarding such amendments or modifications prior to the effective date of any such change. 
  

	7.	NON-DISCLOSURE COVENANT 

  

	7.1	ACKNOWLEDGMENTS BY THE EXECUTIVE 

 The
Executive acknowledges that (a) during the Employment Period and as a part of his employment the Executive will be afforded access to Confidential Information; (b) public disclosure of such confidential Information could have an adverse
effect on the Employer and its business; and (c) the provisions of this Section 7 are reasonable and necessary to prevent the improper use or disclosure of confidential Information. 
  

	7.2	AGREEMENT OF THE EXECUTIVE 

 In
consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement the Executive covenants as follows: 
 Confidentiality 
 (a) During and following the Employment Period, the Executive will hold
in confidence the Confidential Information and will not disclose it to any person except with the specific prior written consent of the Employer or except as otherwise expressly permitted by the terms of this Agreement. 
 (b) Any trade secret of the Employer will be entitled to all of the protections and benefits under the trade secret laws of the State of California and any
other applicable law. If any information that the Employer deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret for purposes of this Agreement, such information will, nevertheless, be considered
Confidential Information for purposes of this Agreement. The Executive hereby waives any requirement that the Employer submits proof of the economic value of any trade secret or posts a bond or other security. 
  

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 (c) None of the foregoing obligations and restrictions applies to any part of the Confidential Information
that the Executive demonstrates was or became generally available to the public other than as a result of a disclosure by the Executive, any Confidential Information known to Executive prior to his employment hereunder or any Confidential
Information required to be disclosed by legal process. 
 (d) The Executive will not remove from the Employer’s premises (except to the
extent such removal is for purposes of the performance of the Executive’s duties at home or while traveling, or except as otherwise specifically authorized by the Employer) any document, record, notebook plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary Items”). The Executive recognizes that, as between the Employer and the Executive, all of the Proprietary Items, whether or not
developed by the Executive, are the exclusive property of the Employer. Upon termination of this Agreement by either party, or upon the request of the Employer during the Employment Period, the Executive will return to the Employer all of the
Proprietary Items in the Executive’s possession or subject to the Executive’s control, and the Executive shall not retain any copies, abstracts, sketches, or other physical embodiment of any of the Proprietary Items. 
  

	7.3	DISPUTES OR CONTROVERSIES 

 The Executive
recognizes that should a dispute or controversy arising from or relating to this Agreement be submitted for adjudication to any court, arbitration panel, or other third party, the preservation of the secrecy of Confidential Information maybe
jeopardized. All pleading, documents, testimony, and records relating to any such adjudication during the pendency of such proceeding will be maintained in secrecy and will be available for inspection by the Employer, the Executive, and their
respective attorneys and experts, who will agree, in advance and in writing, to receive and maintain all such information in secrecy, except as may be limited by them in writing. 
  

	8.	GENERAL PROVISIONS 

  

	8.1	INJUNCTIVE RELIEF AND ADDITIONAL REMEDY 

 The Executive acknowledges that the injury that would be suffered by the Employer as a result of a breach of the provisions of this Agreement (including any provision of Section 7) would be irreparable and that an award of monetary
damages to the Employer for such a breach would be an inadequate remedy. Consequently, the Employer will have the right, in addition to any other rights it may have, to obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this Agreement and the Employer will not be obligated to post bond or other security in seeking such relief. 
  

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	8.2	COVENANTS OF SECTION 7 ARE ESSENTIAL AND INDEPENDENT COVENANTS 

 The covenants by the Executive in Section 7 are essential elements of this Agreement, and without the Executive’s agreement to comply with such covenants, the Employer would not have entered
into this Agreement. The Employer and the Executive have independently consulted their respective counsel and have been advised in all respects concerning the reasonableness and propriety of such covenant, with specific regard to the nature of the
business conducted by the Employer. 
 The Executive’s covenants in Section 7 are independent covenants and the existence of any claim
by the Executive against the Employer under this Agreement or otherwise, will not excuse the Executive’s breach of any covenant in Section 7. 
 If the Executive’s employment hereunder expires or is terminated, this Agreement will continue in full force and effect as is necessary or appropriate to enforce the covenants and agreements of the
Executive in Section 7. 
  

	8.3	REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE 

 The Executive represents and warrants to the Employer that the execution and delivery by the Executive of this Agreement do not and the performance by the Executive of the Executive’s obligations hereunder will not, with or without the
giving of notice or the passage of time, or both; (a) violate any judgment, writ, injunction, or order of any court, arbitrator, or governmental agency applicable to the Executive; or (b) conflict with, result in the breach of any
provisions of or the termination of, or constitute a default under, any agreement to which the Executive is a party or by which the Executive is or may be bound. 
  

	8.4	OBLIGATIONS CONTINGENT ON PERFORMANCE 

 The obligations of the Employer hereunder, including its obligation to pay the compensation provided for herein, are contingent upon the Executive’s performance of the Executive’s obligations hereunder. 
  

	8.5	WAIVER 

 The rights and remedies of the
parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by either party in exercising any right, power, or privilege under this Agreement will operate as a waiver of such right power, or privilege, and no
single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable
law, (a) no claim or right arising out of this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by
a party will be applicable except in the specific instance for which it is

  

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given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further
action without notice or demand as provided in this Agreement. 
  

	8.6	BINDING EFFECT, DELEGATION OF DUTIES PROHIBITED 

 This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives, including any entity with which the Employer may merge or consolidate or
to which all or substantially all of its assets may be transferred. The duties and covenants of the Executive under this Agreement, being personal, may not be delegated. 
  

	8.7	NOTICES 

 All notices, consents, waiver,
and other communications under this Agreement must be in writing and will be deemed to have been duly given when (a) delivered by hand (with written conformation of receipt), (b) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and
facsimile numbers set forth below. 
  

			
	If to Employer:	  	
		  	 MetroCorp Bancshares, Inc.
 9600 Bellaire Blvd., Suite 252
 Houston, Texas 77036
 Attention: Mr. George M. Lee

		
	If to Executive:	  	
		  	 Mr. Cary Ching
 15225 La Subida
 Hacienda Heights, California 91745


  

	8.8	ENTIRE AGREEMENT: AMENDMENTS 

 This
Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties hereto with respect to the subject matter hereof. This
Agreement may not be amended orally, but only by an agreement in writing signed by the parties hereto. 
  

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	8.9	GOVERNING LAW 

 This Agreement will be
governed by the laws of the State of California. 
  

	8.10	JURISDICTION 

 Any action or proceeding
seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the parties in the courts of the State of California, County of San Diego or, if it has or can acquire jurisdiction, in the
United States District Court for the Southern District of California, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue
laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world. 
  

	8.11	SECTION HEADINGS, CONSTRUCTION 

 The
headings of Sections in this Agreement are provided for convenience only and will not affect its construction or interpretation. All references to “Section” or Sections” refer to the corresponding Section or Sections of this Agreement
unless otherwise specified. All words used in this Agreement will be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or
terms. 
  

	8.12	SEVERABILITY 

 If any provision of this
Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid or unenforceable. 
  

	8.13	COUNTERPARTS 

 This Agreement may be
executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same Agreement. 
  

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	9.	UNITED STATES TREASURY CAPITAL PURCHASE PROGRAM PAYMENT LIMITATIONS. 

 Notwithstanding anything in this Agreement to the contrary, as a result of MetroCorp’s participation in the Troubled Asset Relief Program Capital Purchase Program (“CPP”) of the U. S.
Department of the Treasury (“Treasury”), any payments to the Executive shall be limited to the extent required under Section 111(b) of the EESA, as implemented by guidance or regulation thereunder applicable to MetroCorp (the
“CPP Guidance”). The Executive agrees and consents to such amendments or waivers to this Agreement that may be necessary to comply with Section 111(b) of the EESA and the CPP Guidance. This Section 9 shall be in effect only from
the Effective Date of this Agreement until such time as Treasury no longer owns any debt or equity securities of MetroCorp acquired pursuant to the CPP, expect to the extent required by Section 111 of the EESA. 
 [Signature Page Follows] 
  

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 IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date
above first written above. 
  

							
		  		 		 	    EMPLOYER:
		  		 		 	    METRO UNITED BANK
				
		  	DATE: October 29, 2009	 	BY:	 	     /s/ George M. Lee

		  		 		 	    George M. Lee
		  		 		 	    Chairman of the Board
				
		  		 		 	    EXECUTIVE:
				
		  	DATE: October 29, 2009	 	BY:	 	     /s/ Cary Ching

		  		 		 	    Cary Ching

  

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