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EXHIBIT 10.1




EMPLOYMENT AGREEMENT




     This EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of August 16,
2004 by and between UCBH Holdings, Inc. (the “Holding Company”), United
Commercial Bank (the “Bank”), and Thomas S. Wu (“Executive”). Any reference to
“Company” herein shall be deemed to include the Holding Company and the Bank.



     A. The Company wishes to assure itself of the services of Executive for
the term provided in this Agreement; and



     B. Executive is willing to serve in the employ of the Company on a
full-time basis for the term.



     In consideration of the mutual covenants herein contained, and upon the
other terms and conditions hereinafter provided, the parties hereby agree as
follows:



1. POSITION AND RESPONSIBILITIES.




     (a) During the term of Executive’s employment hereunder, Executive agrees
to serve as President and Chief Executive Officer of the Company. Executive
shall render services to the Company such as are customarily performed by
persons in a similar executive capacity and as directed by the Company’s Board
of Directors (the “Board”).



     (b) During the term, Executive also agrees to serve, if elected, as
director of the Company and as Chairman of the Board of the Company and as an
officer or director of any subsidiary of the Company (“Subsidiary”).



     (c) The Company shall continue to provide Executive with a private office,
executive secretary, administrative assistants, office equipment, supplies and
other facilities and services, suitable to Executive’s position and adequate
for the performance of his duties.



2. TERM.




     (a) The period of Executive’s employment under 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 date of the execution of this Agreement, the term of this Agreement shall
be extended for one day for each day that lapses until such time as the Board
or Executive elects not to extend the term of the Agreement by giving written
notice to the other party in accordance with Section 7 of this Agreement, in
which case the term of this Agreement shall be fixed and shall end on the third
anniversary of the date of such written notice.



     (b) During the term of Executive’s employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence, Executive shall devote substantially all his
business time, attention, skill, and efforts to the faithful performance of his
duties hereunder, including activities and services related to the
organization, operation and management of the Company and its Subsidiaries and
participation in community, professional and civic organizations. Executive
may serve, or continue to serve, on the boards of directors of, and hold any
other offices or positions in organizations, which will not present any
conflict of interest with the Company or its Subsidiaries, or require an
unreasonable amount of time or materially adversely affect the performance of
Executive’s duties hereunder as follows:



          (i) For non-profit entities/organizations, Board approval is not
required.



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          (ii) For privately traded for profit companies, Executive will consult
with the Board prior to accepting any such invitation.



          (iii) For publicly traded for profit companies, Executive will seek prior
Board approval.



     (c) Notwithstanding anything herein contained to the contrary, Executive’s
employment with the Company may be terminated by the Company or Executive
subject to the terms and conditions of this Agreement.



3. COMPENSATION AND REIMBURSEMENT.




     (a) Executive shall be entitled to a salary from the Company of
$1,000,000.00 per year (“Base Salary”) payable in accordance with the Company’s
normal payroll policies during his employment term. Base Salary shall include
any amounts of compensation deferred by Executive under any qualified or
unqualified plan maintained by the Company. During the term of this Agreement,
Executive’s Base Salary shall be reviewed at least annually, no later than
January 31 of the following year (commencing January 31, 2005). Such annual
review shall be conducted by the Board. The Board, in its sole discretion, may
adjust Executive’s Base Salary and may also award a bonus (“Bonus”). As a
result of any adjustment in Base Salary, the new Base Salary shall become the
“Base Salary” for purposes of this Agreement. In addition to the Base Salary
provided in this Section 3(a), the Company shall also provide Executive, at no
cost to Executive, with all such other benefits as provided uniformly to
permanent full-time employees of the Company and its Subsidiaries including,
but not limited to, those set forth in Section 3(b) below.



     (b) Executive shall be entitled to participate in any employee benefit
plans, arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this Agreement, and the Company and its
Subsidiaries will not, without Executive’s prior written consent, make any
changes in such plans, arrangements or perquisites which would materially
adversely affect Executive’s rights or benefits thereunder, except to the
extent that such changes are made applicable to all Company employees eligible
to participate in such plans, arrangements and perquisites on a
non-discriminatory basis. Without limiting the generality of the foregoing
provisions of this Subsection (b), Executive shall be entitled to participate
in or receive benefits under any employee benefit plans including, but not
limited to, retirement plans, supplemental retirement plans, pension plans,
profit-sharing plans, health-and-accident plans, medical coverage and any other
employee benefit plan or arrangement made available by the Company in the
future to its senior executives and key management employees, subject to and on
a basis consistent with the terms, conditions and overall administration of
such plans and arrangements. Nothing paid to Executive under any such plan or
arrangement will be deemed to be in lieu of other compensation to which
Executive is entitled under this Agreement.



     (c) In addition to the Base Salary and Bonus provided for by paragraph (a)
of this Section 3 and other benefits provided for by paragraph (b) of this
Section 3, the Company shall promptly pay or reimburse Executive for any and
all reasonable expenses incurred in promoting the business of the Company and
its Subsidiaries including, but not limited to entertainment, gifts, travel and
club memberships. The Company shall also provide the Executive the use of an
automobile for personal and business purposes including reasonable expenses for
insurance, fuel, maintenance, repair and registration of such automobile, and
use of the Company’s driver as reasonably necessary.



     The Company and Executive acknowledge that certain expenses described in
this Section 3(c) may not be specifically enumerated as reimbursable expenses
pursuant to the policies of the Company and its Subsidiaries. Notwithstanding
such policies, the Company and Executive acknowledge that the intent of this
Section 3(c) is to reimburse Executive for any and all expenses reasonably
incurred in the best interests of and in promoting the business of the Company
or its Subsidiaries, provided that such reimbursement is otherwise in
conformance with Company’s policies such as, by way of example, with respect to
the provision of appropriate receipts for the expenses.



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4. TERMINATION.




     (a) Cause. The term “Termination for Cause” shall mean termination
because of an act or acts of gross misconduct, willful neglect of duties or the
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 purpose of this Section, no act or failure to act on
Executive’s part shall be “willful” unless done or omitted to be done without
the reasonable belief that the action or omission was made in the best
interests of the Company and its Subsidiaries. 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 (as provided in this subsection below)
which shall include a copy of a resolution duly adopted by the affirmative vote
of not less than seventy-five percent (75%) of the independent members of the
Board at a meeting of the Board called and held for that purpose, finding that
in the good faith opinion of at least 75% of the independent members of the
Board, the Executive was guilty of conduct justifying Termination for Cause and
specifying the relevant facts supporting the Termination for Cause. On such
date of Termination for Cause, (i) any unvested stock options and related
limited rights and any unvested awards shall become null and void and shall not
be exercisable by or delivered to Executive at any time subsequent to such
Termination for Cause; and (ii) the Company’s sole liability shall be limited
to the payment of Executive’s Base Salary and benefits through such date of
termination, which shall be paid in a lump sum. The Date of Termination For
Cause shall be determined to 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 the Executive’s last known address.



     (b) Without Cause. The Company may terminate this Agreement without cause
by giving not less than three (3) months prior written notice to Executive
pursuant to Section 7 of this Agreement. Upon the effective date of such
termination, Executive shall be entitled to receive a sum equal to three (3)
times the highest annual compensation (defined as Base Salary and Bonus under
Section 3(a), above) due to the Executive over the three years immediately
preceding such termination. Executive shall be paid such amount in a lump sum
or, at Executive’s election made in writing within three months after receiving
notice pursuant to Section 7 of this Agreement, in installments over a monthly
basis over a period of thirty-six (36) months (the “Three Times Highest Pay
Benefit”). Also, on the date of such termination, all stock options and/or
restricted stock awards and related limited rights and any unvested awards
shall immediately vest and be exercisable for one year after such termination.
In addition to the payments stated above, Executive will be entitled to
continue to receive life, medical and disability coverage substantially
identical to the coverage maintained by the Company for Executive prior to
termination and paid for by the Company for three years from the date of
termination without cause.



     (c) Disability.




     (i) If as a result of any physical or mental disability, Executive
shall be unable to perform his duties under this Agreement for three (3)
consecutive full calendar months, or for eighty percent (80%) or more of
the working days during four (4) consecutive calendar months, the Company
may upon three (3) months’ advance written notice to Executive, terminate
Executive’s employment under this Agreement (a “Termination Due to
Disability”). During such three (3) month notice period, the Company may
remove Executive from any and all of his positions, but he shall continue
to be an employee of the Company and to be paid in accordance with this
Agreement:




     (ii) On the expiration of such three (3) month notice period,
Executive’s employment under this Agreement shall terminate.




     (iii) If there should be a dispute between the parties hereto as to
Executive’s physical or mental disability for purposes of this Agreement,
the question shall be settled by the opinion of an impartial reputable
licensed physician or psychiatrist selected in good faith by the Board
with recognized experience in the field pertaining to the nature of the
disability. Executive hereby agrees to cooperate in the examination by
any such person. The certificate of such physician or psychiatrist shall
be final and binding upon the parties hereto.



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     (iv) Upon an event of Termination due to Disability, Company’s
liability to the Executive under the Agreement shall be limited to that
which is provided under Paragraph 4(d) (i) and (ii) of this Agreement,
below.



     (d) Death. In the event that the Executive should die during the term
hereof, this Agreement shall terminate effective on the date of his death. In
such event, Executive’s executor, trustee or other personal representative
(“Authorized Representative”) shall be entitled to receive the following
payments, which shall be paid in a lump sum:




     (i) the amount of the remaining payments of Base Salary (excluding
bonus) that the Executive would have earned if he had continued his
employment with the Company over the remaining term of this Agreement (as
defined in Section 2(a) above) at Executive’s Base Salary as of the date
of termination; and




     (ii) the amount equal to the annual contributions that would have
been made on Executive’s behalf to any employee benefit plans offered by
the Company during the remaining term of this Agreement based on
contributions made (on an annualized basis) as of the date of
termination.



     In addition, all stock options and/or restricted stock awards and related
limited rights and any unvested awards shall immediately vest and be
exercisable for one year after such termination by the Authorized
Representative.



     (e) Voluntary. Notwithstanding anything provided herein to the contrary,
Executive shall have the right at any time, for whatever reason, to deliver to
the Company three (3) months’ advance written notice of his election to
terminate this Agreement. During such three (3) month notice period, the
Company may remove Executive from any and all of his positions, but Executive
shall continue to be an employee of the Company and to be paid in accordance
with this Agreement, and shall perform all of his duties herein or as otherwise
directed by the Board. On the expiration of such three (3) month notice
period, Executive’s employment under this Agreement shall terminate. In such
event, Executive shall be entitled to receive his Base Salary earned and
benefits accrued through the date of termination.



     (f) Change in Duties. In the event Executive voluntarily resigns from his
regular employment 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 (“Change in Duties”),
Executive shall be entitled to the Three Times Highest Pay Benefit as defined
by Paragraph 4(b) of this Agreement and all stock options and/or restricted
stock awards and related limited rights and any unvested awards shall
immediately vest and be exercisable for one year after such termination.



     (g) Upon termination of employment, the Executive shall have an option to
purchase any club membership(s) that were funded by the Company for the
Executive. This option must be exercised by the Executive in writing within 6
months of the Date of Termination. The purchase shall be at the same purchase
price paid by the Company originally to acquire such club membership(s), unless
otherwise agreed by the parties in writing.



5. CHANGE IN CONTROL.




     (a) For purposes of this Agreement, a “Change in Control” of the Company
shall mean an event or series of events 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.



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     (b) If a Change in Control has occurred pursuant to Section 5(a),
Executive shall be entitled to the benefits provided in Section 5(c) upon his
subsequent termination of or resignation from regular employment within
thirty-six (36) months following the Change in Control due to: (i) termination
of Executive’s employment or (ii)
Change in Duties as such duties existed at the time of the Change in
Control (each event shall be referred to herein as a “Change In Control Benefit
Trigger”). No benefits shall be provided to the Executive pursuant to this
Section 5 in the event of Executive’s Termination for Cause or his resignation
for reasons other than those specified as a Change In Control Benefit Trigger.



     (c) Upon the occurrence of a Change In Control Benefit Trigger pursuant
Section 5(b), (i) the Company shall pay Executive, or in the event of his
subsequent death or disability, his beneficiary or beneficiaries, or his
estate, as the case may be, a sum equal to three (3) times the highest annual
compensation (defined as Base Salary and Bonus under Section 3(a), above) due
to the Executive over the three years immediately preceding the Change in
Control Benefit Trigger, less all required and applicable withholding, and (ii)
any unvested stock options and related limited 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 to benefits pursuant to Section 5(b), Executive can
elect to receive a lump sum payment for the amount set forth in this subsection
(c) (i) above. In the event no election is made, Executive shall be paid such
amount in installments on a monthly basis over a period of thirty-six (36)
months.



     (d) Upon the occurrence of a Change in Control followed by Executive’s
termination of employment or resignation (other than Termination for Cause),
Company and its successors and assigns shall cause to be continued for
Executive life, medical and disability coverage substantially identical to the
coverage maintained by the Company for 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) 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.



6. 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 6) (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 6(c), all determinations required
to be made under this Section 6, 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 (or such other certified public accounting
firm designated by Executive and reasonably acceptable to the Company) (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



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Firm shall be borne solely by the Company. Any Gross-Up Payment, as
determined pursuant to this Section 6, shall be paid by the Company to
Executive within five business (5) days of the receipt of the Accounting Firm’s
determination. If the Accounting Firm determines that no Excise Tax is payable
by Executive, the Company shall
cause the Accounting Firm to provide Executive with an opinion that
Executive has substantial authority not to report any Excise Tax on his federal
income tax return. 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 event that the Company exhausts its remedies pursuant to
Section 6(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 or
potential claim by the Internal Revenue Service or any other taxing authority
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 (“Written Notice”) and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. Failure of
Executive to provide the Company with Written Notice shall not relieve the
Company of its obligations herein so long as the Company has not been
prejudiced by the untimely notice. 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
6(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.



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     (d) If, after the receipt by Executive of an amount advanced by the
Company pursuant to Section 6(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 6(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 6(c) to pay
the tax claimed, 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.



7. NOTICE.




     Unless otherwise provided for in this Agreement, any termination by the
Company or resignation by Executive 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 or resignation provision in this Agreement relied upon and
shall set forth in reasonable detail the basis for termination or resignation.
All notices shall be effective if personally delivered or if sent by an
overnight delivery service, to the parties at the addresses set forth beneath
their signatures below, or at such other address that either party may provide
the other pursuant to this subsection. For purposes of computing time, all time
periods provided under this Agreement will commence on the date notice is
received if notice is personally delivered or if notice is sent by an overnight
delivery service, one day after notice has been sent.



8. POST-TERMINATION OBLIGATIONS.




     All payments and benefits to Executive under this Agreement shall be
subject to Executive’s compliance with the post-termination obligations of this
Agreement. Executive shall 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.



9. RELEASE.




     By accepting the benefits provided under this Agreement upon any
termination hereof, Executive, or in the event of termination due to death, the
Authorized Representative, releases and discharges the Company, its 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 termination due to 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.



10. EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.




     This Agreement contains the entire understanding between the parties
hereto and supersedes any prior employment agreement between the Company or any
predecessor of the Company and Executive. The Company represents and warrants
that the terms of this Agreement have been approved by its Board of Directors,
including but not limited to the provisions of Section 4 as they effect an
acceleration of stock options. To the extent that the provisions of this
Agreement conflict with the provisions of any stock option award agreement or
other agreement evidencing Executive stock options, the provisions of this
Agreement shall prevail.



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11. 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 as to any act
other than that specifically waived.



12. 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.



13. ADVICE OF COUNSEL.




     Each party acknowledges that, in executing this Agreement, such party has
had the opportunity to seek the advice 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.



14. 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.



15. THIRD PARTY RIGHTS.




     Nothing contained in this Agreement, whether express or implied, is
intended to confer any rights or remedies upon any persons other than the
parties hereto and their respective successors and assign; nor is anything in
this Agreement intended to relieve or discharge the obligations or liabilities
of any third person to either party or this Agreement nor shall any provision
hereof give any third person any right of subrogation or action over either
party to this Agreement.



16. GOVERNING LAW.




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



17. 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),



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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 attorney’s fees, and the arbitrator shall be vested with authority
to determine the prevailing party.




18. 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.



19. 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.



20. 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 nonconfidential 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.



21. REQUIRED REGULATORY PROVISIONS.




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



     (b) 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 21(a) above.



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     (c) 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.



     (d) 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.



22. The Company shall reimburse Executive for his legal fees incurred in
connection with the negotiation of this Agreement.




SIGNATURES




     IN WITNESS WHEREOF, UCBH Holdings, Inc. and United Commercial Bank have
caused this Agreement to be executed by their duly authorized officer and their
directors, and Executive has signed this Agreement, on the 17th day of August
2004.



	 	 	 	 	 
	ATTEST:	 	UCBH Holdings, Inc.
	 
	 	 	 	 
	/s/ Eileen Romero

	 	By:
	 	/s/ Joseph Wu
	
 

	 	 	 	
 
	Eileen Romero

	 	 	 	For the Entire Board of Directors
	Secretary
	 	 	 	 
	 
	 	 	 	 
	ATTEST:	 	United Commercial Bank
	 
	 	 	 	 
	/s/ Eileen Romero

	 	By:
	 	/s/ Joseph Wu
	
 

	 	 	 	
 
	Eileen Romero

	 	 	 	For the Entire Board of Directors
	Secretary
	 	 	 	 
	 
	 	 	 	 
	WITNESS:
	 	 	 	 
	 
	 	 	 	 
	/s/ Eileen Romero

	 	By:
	 	/s/ Thomas S. Wu
	
 

	 	 	 	
 
	Eileen Romero

	 	 	 	Thomas S. Wu
	Secretary
	 	 	 	 







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