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EXHIBIT 10.2




CHANGE IN CONTROL AGREEMENT




     This AGREEMENT is made effective as of                                        by and among
United Commercial Bank (the “Bank”), a California bank, with its principal
administrative office at 555 Montgomery Street, San Francisco, California
94111, UCBH Holdings, Inc. (the “Holding Company”), a corporation organized
under the laws of the State of Delaware which is the holding company of the
Bank (any reference to the Company shall be deemed to include the Holding
Company and the Bank) and                                        (“Executive”).



     In consideration of the contribution and responsibilities of Executive,
and upon the other terms and conditions hereinafter provided, the parties
hereto agree as follows:



1. TERM OF AGREEMENT.




     The period of this Agreement shall be deemed to have commenced as of the
date first above written and shall continue for a period of thirty-six (36)
full calendar months thereafter. Commencing on the first anniversary date of
this Agreement and continuing at each anniversary date thereafter, the board of
directors of the Company (the “Board”) may extend the Agreement for an
additional year. The Board will review the Agreement and Executive’s
performance annually for purposes of determining, within its sole discretion,
whether to extend this Agreement, and the results thereof shall be included in
the minutes of the Board’s meeting.



2. CHANGE IN CONTROL.




     (a) For purposes of this Agreement, a “Change in Control” of the Company
shall mean an event or series of event of a nature that at such time: (i) any
“person” (as the term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as
determined under Rule 13d of such Act), directly or indirectly, of voting
securities of the Bank or the Holding Company representing fifty percent (50%)
or more of the Bank’s or the Holding Company’s outstanding voting securities or
right to acquire such securities except for any voting securities of the Bank
purchased by the Holding Company and any voting securities purchased by any
employee benefit plan of the Bank or the Holding Company, or (ii) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs in
which the Bank or the Holding Company is not the resulting entity.



     (b) If a Change in Control has occurred pursuant to Section 2(a),
Executive shall be entitled to the benefits provided in paragraph (c) of this
Section 2 upon his subsequent termination of regular employment within
thirty-six (36) months following the Change in Control due to: (i) termination
of Executive’s employment (other than Termination for Cause as defined below)
or (ii) Executive resigns following any material adverse change in or loss of
title, office or significant authority or responsibility, material reduction in
base salary or benefits (excluding bonus) or relocation of his principal place
of employment by more than 25 miles from its location at the time of the Change
in Control (“Change of Duties”). No benefits shall be provided to the
Executive pursuant to this Agreement if the Executive is terminated for reasons
other than those specified in this paragraph 2(b).



     (c) Upon Executive’s entitlement to benefits pursuant to Section 2(b), (i)
the Company shall pay Executive, or in the event of his subsequent death or
disability, his beneficiaries, his estate or other representative, as the case
may be, a sum equal to three (3) times the highest annual compensation
(defined as base salary and bonus) due to the Executive for the last three
years immediately preceding the Change in Control or such lesser number of
years in the event that Executive shall been employed by the Company for less
than three years, less all required and applicable withholding; and (ii) any
unvested stock options and related rights and unvested awards granted to
Executive under any stock option and similar plans shall immediately vest and
shall be exercisable within one (1) year. Within ten (10) days of Executive’s
entitlement of benefits pursuant to Section 2(b), the Executive can elect to
receive a lump sum payment for the compensation benefits set forth in
subsection (c)(i) above. In the event that no election is made, payment to
Executive shall be made on a monthly basis over a period of thirty-six (36)
months.



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     (d) Upon the occurrence of a Change in Control followed by Executive’s
termination of employment or resignation (other than Termination for Cause as
defined below), the Company and its successors or assigns shall cause to be
continued life, medical and disability coverage substantially identical to the
coverage maintained by the Company for the Executive prior to Executive’s
termination or resignation. Such coverage and payments shall cease upon the
expiration of thirty-six (36) full calendar months from the date of termination
or resignation.



     (e) As used in this Section 2, the term “Termination for Cause” shall mean
termination because of an act or acts of gross misconduct, willful neglect of
duties or conviction of a felony or equivalent violation of law or any other
act or failure to act that materially damages the reputation of the Company as
determined by the Board in its sole discretion after a good faith
investigation. For the purposes of this Section, no act, or the failure to
act, on Executive’s part shall be “willful” unless done, or omitted to be done,
without reasonable belief that the action or omission was in the best interests
of the Company or its affiliates. Notwithstanding the foregoing, Executive
shall not be deemed to have been Terminated for Cause unless and until there
shall have been delivered to him a Notice of Termination which shall include a
copy of a resolution duly adopted by the affirmative vote of not less than
seventy five percent (75%) of the members of the Board at a meeting of the
Board called and held for that purpose, finding that in the good faith opinion
of the Board, Executive was guilty of conduct justifying Termination for Cause
and specifying the relevant facts supporting the Termination for Cause.
Executive shall not have the right to receive compensation or other benefits
for any period after the Date of Termination. The Date of Termination shall be
the date on which the Notice of Termination is delivered to Executive or, in
the event the Company is unable to reasonably locate Executive, three (3)
business days after delivery of such Notice of Termination to Executive at his
last known address.



     (f) Company expressly acknowledges and agrees that Executive shall have a
contractual right to the full benefits of this Agreement, and Company and any
successor expressly waives any rights it may have to deny liability for any
breach of its contractual commitment hereunder upon the grounds of lack of
consideration, accord and satisfaction or similar defense. In any dispute
arising after a Change of Control as to whether Executive is entitled to the
benefits of this Agreement and all incentive plans, there shall be a
presumption that the Executive is entitled to such benefits and the burden of
proving otherwise shall be on the Company or any successor.



3. CHANGE IN CONTROL RELATED PROVISIONS.




     (a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that any payment or distribution by the Company to
or for the benefit of Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise, but
determined without regard to any additional payments required under this
Section 3) (the “Termination Benefits”) would be subject to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986 (the “Code”) or
any corresponding provisions of state or local tax laws, or any interest or
penalties are incurred by Executive with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the “Excise Tax”), then Executive shall be entitled
to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by Executive of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Termination Benefits.



     (b) Subject to the provisions of Section 3(c), all determinations required
to be made under this Section 3, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the Company’s
certified public accounting firm (the “Accounting Firm”), which shall provide
detailed supporting calculations both to the Company and Executive within
fifteen (15) business days of the receipt of notice from Executive that there
has been Termination Benefits, or such earlier time as is requested by the
Company. All fees and expenses of the Accounting Firm shall be borne solely by
the Company. Any Gross-Up Payment, as determined pursuant to this Section 3,
shall be paid by the Company to Executive within five business (5) days of the
receipt of the Accounting Firm’s determination. Any determination by the
Accounting Firm shall be binding upon the Company and Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time
of the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by the Company should have
been made (“Underpayment”), consistent with the calculations required to be
made hereunder. In the



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event that the Company exhausts its remedies pursuant to Section 3(c) and
Executive thereafter is required to make a payment of any Excise Tax, the
Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment shall be promptly paid by the Company to or
for the benefit of Executive.




     (c) Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten (10) business days after Executive is
informed in writing of such claim and shall apprise the Company of the nature
of such claim and the date on which such claim is requested to be paid.
Executive shall not pay such claim prior to the expiration of the 30-day period
following the date on which Executive gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If the Company notifies Executive in writing prior to the
expiration of such period that it desires to contest such claim, Executive
shall:



          (i) give the Company any information reasonably requested by the Company
relating to such claim,



          (ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company,



          (iii) cooperate with the Company in good faith in order effectively to
contest such claim, and



          (iv) permit the Company to participate in any proceedings relating to such
claim; provided, however, that the Company shall bear and pay directly all
costs and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold Executive harmless,
on an after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions
of this Section 3(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forego any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and Executive agrees to prosecute such contest
to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such
payment to Executive, on an interest-free basis and shall indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Executive with respect to
which such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Company’s control of the contest shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and Executive shall be entitled to settle or contest, as the case may
be, any other issue raised by the Internal Revenue Service or any other taxing
authority.



     (d) If, after the receipt by Executive of an amount advanced by the
Company pursuant to Section 3(c), Executive becomes entitled to receive any
refund with respect to such claim, Executive shall (subject to the Company’s
complying with the requirements of Section 3(c)) promptly pay to the Company
the amount of such refund (together with any interest paid or credited thereon
after taxes applicable thereto). If, after the receipt by Executive of an
amount advanced by the Company pursuant to Section 3(c), a determination is
made that Executive shall not be entitled to any refund with respect to such
claim and the Company does not notify Executive in writing of its intent to
contest such denial of refund prior to the expiration of thirty (30) days after
such determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.



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4. NOTICE OF TERMINATION.




     (a) Any purported termination by the Company or resignation by Executive
in connection with a Change in Control or within 36 months after the Change in
Control shall be communicated by Notice of Termination to the other party
hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a
written notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of Executive’s
employment under the provision so indicated.



     (b) “Date of Termination” shall mean the date described in paragraph 2(d)
above.



     (c) Executive shall have thirty (30) days within which to dispute the
Notice of Termination, or he shall forever waive any arguments, disputes,
bases, or reasons that the Notice of Termination is improper, void,
unenforceable, ineffective or should not preclude him from being converted to
stand-by employment status and receiving the benefits of paragraph 2(c). Any
dispute must be made timely by delivering written notice to the Company’s
designee within such thirty (30) days, which written notice shall contain a
description with reasonable detail of all reasons, bases, and facts
constituting and supporting Executive’s dispute. The dispute shall be resolved
by final, binding arbitration as further set forth in Section 13 below.



5. SOURCE OF PAYMENTS.




     It is intended by the parties hereto that all payments provided in this
Agreement shall be paid in cash or check from the general funds of the Company.



6. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.




     This Agreement contains the entire understanding between the parties
hereto and supersedes any prior written or oral agreement between the Company
and Executive relating to the subject matter hereof. Nothing in this Agreement
shall confer upon Executive the right to continue in the employ of the Company
or shall impose on the Company any obligation to employ or retain Executive in
its employ for any period.



7. MODIFICATION AND WAIVER.




     (a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.



     (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel. No such written waiver shall be deemed a
continuing waiver unless specifically stated therein, and each such waiver
shall operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.



8. REQUIRED REGULATORY PROVISIONS.




     (a) The Board may terminate Executive’s employment at any time, but any
termination by the Board, other than Termination for Cause, shall not prejudice
Executive’s right to compensation or other benefits under this Agreement.
Executive shall not have the right to receive compensation or other benefits
for any period after Termination for Cause as defined in Section 2 hereinabove,
or after resignation for reasons other than those specified in paragraph 2(b)
above.



     (b) If Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Company’s affairs by a notice served
under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12
U.S.C. Section 1818(e)(3) or (g)(1)), the Company’s obligations under this
contract shall be suspended as of the date of service, unless stayed by
appropriate proceedings. If the charges in the notice are



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dismissed, the Company shall: (i) pay Executive all or part of the
compensation withheld while their contract obligations were suspended and (ii)
reinstate the obligations which were suspended.




     (c) If Executive is removed and/or permanently prohibited from
participating in the conduct of the Company’s affairs by an order issued under
Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
Section 1818(e)(4) or (g)(1)), all obligations of the Company under this
contract shall terminate as of the effective date of the order, and the Company
shall have no obligation to provide any compensation or benefits which were
suspended while Executive was suspended or prohibited from participating in the
conduct of the Company’s affairs by notice described in paragraph 9(b) above.



     (d) If the Company is in default as defined in Section 3(x)(1) of the
Federal Deposit Insurance Act, all obligations of the Company under this
Agreement shall terminate as of the date of default, but this paragraph shall
not affect any vested rights of the contracting parties.



     (e) Any payments made to Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon compliance with 12 U.S.C.
ss.1828(k) and any rules and regulations promulgated thereunder.



9. SEVERABILITY.




     If, for any reason, any provision of this Agreement is held invalid, such
invalidity shall not affect any other provision of this Agreement not held so
invalid, and each such other provision shall to the full extent consistent with
law continue in full force and effect. If any provision of this Agreement is
held invalid in part, such invalidity shall in no way affect the rest of such
provision not held so invalid, and the rest of such provision, together with
all other provisions of this Agreement, shall to the full extent consistent
with law continue in full force and effect.



10. HEADINGS FOR REFERENCE ONLY.




     The headings of sections and paragraphs herein are included solely for
convenience of reference and shall not control the meaning or interpretation of
any of the provisions of this Agreement. In addition, references to the
masculine shall apply equally to the feminine.



11. GOVERNING LAW.




     This Agreement shall be governed by the laws of the State of California,
without regard to its principles of conflict of law.



12. ARBITRATION.




     Any dispute or controversy arising under or in connection with, or
relating to this Agreement shall be settled exclusively by final, binding
arbitration, conducted before a single arbitrator sitting in a location
selected by Executive within fifty (50) miles from the location of the
Company’s main office, in accordance with the rules of the American Arbitration
Association governing arbitration of employment disputes then in effect. The
arbitrator shall either be agreed between the parties, or shall be selected in
accordance with applicable AAA rules. The arbitrator shall have authority to
grant interim relief (including interim relief on an expedited basis, such as
injunctive relief), which relief may be entered in any court having
jurisdiction. The parties specifically consent to the jurisdiction of the
federal and state courts located within the County of San Francisco to enter an
arbitration award or injunctive relief pursuant to this Agreement. Judgment
may be entered on the arbitrator’s award in any court having jurisdiction. The
prevailing party at arbitration shall be entitled to recover their costs and
reasonable attorneys fees, and the arbitrator shall be vested with authority to
determine the prevailing party. The parties have signified their agreement
with the particular provisions of the arbitration agreement by initialing this
Section 17 in the spaces provided below.



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13. RELEASE.




     By accepting the benefits under this Agreement upon any payments
hereunder, Executive or in the event of Executive’s subsequent death, the
Authorized Representative releases and discharges the Company, and its
successors and assigns and their directors, officers, agents, employees,
consultants and affiliated and controlled companies (the “Related Parties”),
from any and all claims, demands and causes of action arising out of or related
to Executive’s employment with the Company and to the termination of that
employment. Prior to and as a condition to receipt of any payment, benefit, or
consideration under this Agreement, Executive, or in the event of Executive’s
subsequent death, the Authorized Representative, shall sign and deliver to the
Company a full, complete, general release of any and all known and unknown
claims against the Company and Related Parties (other than indemnity
obligations of the Company hereunder) to the fullest extent permitted under
California law, in a form satisfactory to the Company.



14. SUCCESSOR TO THE COMPANY.




     Any successor or assignee, whether direct or indirect, by purchase,
merger, consolidation or otherwise, to all or substantially all the business or
assets of the Company shall be required to assume and agree to perform the
Company’s obligations under this Agreement, in the same manner and to the same
extent that the Company would be required to perform if no such succession or
assignment had taken place.



15. INDEMNIFICATION.




     The Company agrees to indemnify Executive in accordance with the terms of
the Company’s standard indemnification agreement which has been executed by the
Company and Executive. To the extent available on commercially reasonable
terms, the Company shall obtain and maintain appropriate Directors and Officers
liability insurance including Executive as a named insured in an amount
comparable to industry standards.



16. NONDISCLOSURE.




     Executive recognizes and acknowledges that the knowledge of the
confidential business activities and plans for business activities of the
Company as it may exist from time to time is a valuable, special and unique
asset of the business of the Company. Executive will not, during or after the
term of his employment, disclose any knowledge of the past, present, planned or
considered confidential business activities of the Company that is not public
or readily accessible to the public from non-confidential published sources to
any person, firm, corporation, or other entity for any reason or purpose
whatsoever unless expressly authorized by the Board or required by law or
policies of the Company. Notwithstanding the foregoing, Executive may disclose
any knowledge of banking, financial and/or economic principles, concepts or
ideas which are not solely and exclusively derived from the confidential
business plans and activities of the Company. In the event of a breach or
threatened breach by the Executive of the provisions of this Section, the
Company will be entitled to an injunction restraining Executive from
disclosing, in whole or in part, the knowledge of the past, present, planned or
considered confidential business activities of the Company. Nothing herein
will be construed as prohibiting the Company from pursuing any other remedies
available to the Company for such breach or threatened breach, including the
recovery of damages from Executive.



17. ADVICE OF COUNSEL.




     Each party acknowledges that, in executing this Agreement, such party has

had the opportunity to seek the advise of independent legal counsel, and has
read and understood all of the terms and provisions of this Agreement. This
Agreement shall not be construed against any party by reason of the drafting or
preparation hereof.



18. POST-TERMINATION OBLIGATIONS.




     All payments and benefits to Executive under this Agreement shall be
subject to Executive’s compliance with the terms of this Agreement.
Executive’s obligation to furnish such information and assistance to the
Company as may reasonably be required by the Company in connection with any
litigation or other judicial or administrative matter in which the Company or
any of its Subsidiaries or affiliates is, or may become, a party provided that
the Company shall reimburse Executive for all reasonable expenses incurred in
connection with such cooperation.



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19. AT WILL EMPLOYMENT.




     Notwithstanding, the terms and conditions of this Agreement each party
acknowledges that this Agreement is not an employment agreement and that
Executive is an “At Will Employee” or “Employment At Will” as defined in the
Human Resources Personnel Policy Manual.



SIGNATURES




     IN WITNESS WHEREOF, United Commercial Bank and UCBH Holdings, Inc. have
caused this Agreement to be executed by their duly authorized officers, and
Executive has signed this Agreement, on the                     day of                                        ,                     .



	 	 	 	 	 
	ATTEST:	 	United Commercial Bank
	 
	 	 	 	 
	

	 	By:	 	 
	
 

	 	 	 	
 
	 
	 	 	 	 
	Secretary
	 	 	 	 
	 
	 	 	 	 
	SEAL
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	UCBH Holdings, Inc.
	 
	 	 	 	 
	

	 	By:	 	 
	
 

	 	 	 	
 
	 
	 	 	 	 
	Secretary
	 	 	 	 
	 
	 	 	 	 
	SEAL
	 	 	 	 
	 
	 	 	 	 
	WITNESS:
	 	 	 	 
	 
	 	 	 	 
	
 	 	
 








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