Exhibit
10.6


 


EMPLOYMENT
AGREEMENT


 


This
Agreement is made and is effective as of July 23, 2009, by and between
Pacific City Bank (“Bank”) and Haeyoung Cho (“Executive”).


 


WHEREAS,
Bank desires to employ Executive in the capacity of Executive Vice President
and Chief Operating Officer, and Executive’s background, expertise and efforts
are expected to contribute to the success and financial strength of the Bank;
and


 


WHEREAS,
the Bank wishes to assure itself of the opportunity to benefit from Executive’s
services for the period provided in this Agreement, and Executive wishes to
serve in the employ of the Bank on a full-time basis solely in accordance with
the terms hereof for such purposes; and


 


WHEREAS,
the Board of Directors of the Bank (“Board”) has determined that the best
interests of the Bank would be served by Executive’s employment with the Bank
under the terms of this Agreement;


 


NOW,
THEREFORE, in order to effect the foregoing, the parties hereto wish to enter
into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants and
agreements of the parties herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:


 


1.                                      Definitions.


 


(a)                                  “Agreement”
means this employment agreement and any amendments hereto complying with Section 13(a) hereof.


 


(b)                                 “Board”
means the Board of Directors of the Bank unless the context otherwise requires.


 


(c)                                  “Cause”
means:


 


(i)                                     Executive’s
personal dishonesty, incompetence or willful misconduct;


 


(ii)                                  Executive
commits an act or acts or an omission to act which constitutes: (a) a
willful breach of duty in the course of Executive’s employment; (b) a
habitual neglect of duty; (c) a willful violation of any applicable
banking law or regulation; or (d) a willful violation of any policy,
procedure, practice, method of operation or specific mode of conduct
established by the Board or as set forth in the Bank’s Employee Manual, if any;


 


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(iii)                               Executive
engages in activity which, in the opinion of the Board, could materially
adversely affect Bank’s reputation in the community or which evidences the lack
of Executive’s fitness or ability to perform Executive’s duties as determined
by the Board of Directors, in good faith; or


 


(iv)                              Executive
commits any act or acts or an omission to act which would cause termination of
coverage under the Bank’s Bankers Blanket Bond as to Executive or as to Bank as
a whole or any act, which would give rise to a colorable claim by the Bank
under its Bankers Blanket Bond as determined by the Board Directors in good
faith.


 


(d)                                 “Change in
Control” shall mean a change, in control of the Bank of a
nature that would be required to be the subject of prior approval by (A) the
Federal Reserve Board pursuant to the Bank Holding Bank Act of 1956, as
amended, (B) the Federal Deposit Insurance Corporation under the Change In
Bank Control Act, (C) the appropriate federal bank regulatory agency under
the Bank Merger Act or (D) the California Department of Financial
Institutions pursuant to provisions of the California Financial Code; provided,
that without limitation, and without consideration of regulatory exemptions
from prior approval, such a Change in Control will be deemed to have occurred
if and when any of the following occur: (i) there is a transfer,
voluntarily or by hostile takeover or proxy contest, operation of law or
otherwise, of control of the Bank, (ii) individuals, who were members of
the Board of Directors of the Bank immediately prior to a meeting of the
shareholders of the Bank which meeting involved a contest for the election of
directors, do not constitute a majority of the Board of Directors of the Bank
following such election or meeting, (iii) an acquisition, directly or
indirectly, of more than 25% of the outstanding shares of any class of voting
securities of the Bank by any Person, (iv) a merger (in which the Bank is
not the surviving entity), consolidation or sale of all, or substantially all,
of the assets of the Bank, or (v) there is a change, during any period of
two consecutive years, of a majority of the Board of Directors of the Bank as
constituted as of the beginning of such period, unless the election of each
director who is not a director at the beginning of such period was approved by
a vote of at least two-thirds of the directors then in office who were
directors at the beginning of such period.   
For purposes of this definition, the term “Person” shall mean and
include any individual, corporation, partnership, group, association or other “person”,
as such term is used in Section 14(d) of the Securities Exchange Act
of 1934, other than the Bank or any employee benefit plan(s) sponsored by
the Bank.


 


(e)                                  “Code”
shall mean the Internal Revenue Code, as amended.


 


(f)                                    “Disability”
means physical or mental illness resulting in Executive’s absence on a
full-time basis from Executive’s duties with the Bank for 90 calendar days,
subject to the procedure described in Section 7(a).


 


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(g)                                 “Expiration”
means the termination of this Agreement (including Executive’s employment
hereunder) and of any further obligations of the parties (except as specified
in this Agreement) upon completion of the Term.


 


(h)                                 “Good Reason” Termination by
Executive of Executive’s employment for “Good Reason” shall mean termination
based on:


 


(i)                                     an adverse
change in Executive’s status or position(s) as an executive officer of the
Bank as in effect immediately prior to the Change in Control, including,
without limitation, any adverse change in Executive’s status or position as a
result of a material diminution in Executive’s duties or responsibilities
(other than, if applicable, any such change directly attributable to the fact
that the Bank is no longer publicly owned) or the assignment to Executive of
any duties or responsibilities which, in Executive’s reasonable judgment, are
inconsistent with such status or position(s), or any removal of Executive from
or any failure to reappoint or reelect Executive to such position(s) (except
in connection with the termination of Executive’s employment for Cause,
Disability or Retirement or as a result of Executive’s death or by Executive
other than for Good Reason);


 


(ii)                                  a reduction by
the Bank in Executive’s base salary as in effect immediately prior to the
Change in Control;


 


(iii)                               the failure by
the Bank to continue in effect any Plan (as hereinafter defined) in which
Executive is participating at the time of the Change in Control of the Bank (or
Plans providing Executive with at least substantially similar benefits) other
than as a result of the normal expiration of any such Plan in accordance with
its terms as in effect at the time of the Change in Control, or the taking of
any action, or the failure to act, by the Bank which would adversely affect
Executive’s continued participation in any of such Plans on at least as
favorable a basis to Executive as is the case on the date of the Change in
Control or which would materially reduce Executive’s benefits in the future
under any of such Plans or deprive Executive of any material benefit under any
Plan enjoyed by Executive at the time of the Change in Control;


 


(iv)                              the failure by
the Bank to provide and credit Executive with the number of paid vacation days
to which Executive is then entitled in accordance with the Bank’s normal
vacation policy as in effect immediately prior to the Change in Control;


 


(v)                                 the Bank’s
requiring Executive to be based at an office that is greater than 25 miles from
where Executive’s office is located immediately prior to the Change in Control
except for required travel on the Bank’s business to an


 


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extent substantially consistent with the business travel obligations
which Executive undertook on behalf of the Bank prior to the Change in Control;
or


 


(vi)                              the failure by
the Bank to obtain from any successor the assent to this Agreement contemplated
by Section 13(g) hereof.


 


For purposes of this Agreement, “Plan” shall mean any compensation plan
such as an incentive, stock option or restricted stock plan or any employee
benefit plan such as a thrift, pension, profit sharing, medical, disability,
accident, life insurance plan or a relocation plan or policy or any other plan,
program or policy of the Bank intended to benefit employees.


 


(i)                                     “Person”
means an individual, a group acting in concert, a corporation, a partnership,
an association, a joint stock company, a trust, any unincorporated organization,
a government or political subdivision thereof, or any other entity whatsoever.


 


(j)                                     
“Term” means the term of this Agreement as provided in Section 4.


 


(k)                                  “Termination”
or “Terminate(d)” means the termination of Executive’s employment hereunder
for any of the following reasons unless the context indicates otherwise:


 


(i)                                     Retirement by
Executive;


 


(ii)                                  Death of
Executive;


 


(iii)                               Disability;


 


(iv)                              Expiration;


 


(v)                                 Termination
Without Cause; and


 


(vi)                              Termination for
Cause.


 


(l)                                     “Termination
Without Cause” or “Terminate(d) Without Cause” means the
cessation of Executive’s employment hereunder for any reason except:


 


(i)                                     A resignation
by Executive;


 


(ii)                                  Termination for
Cause;


 


(iii)                               Retirement;


 


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(iv)                              Disability;


 


(v)                                 Death;


 


(vi)                              Expiration; or


 


(vii)                           issuance
of an order referred to in Section 7(f).


 


2.                                      Employment. The Bank hereby agrees to employ the Executive,
and the Executive hereby agrees to serve the Bank, for the period stated in Section 4
hereof and upon the terms and conditions set forth herein.


 


3.                                      Position and Responsibilities. The Executive shall serve
as Executive Vice President and Chief Operating Officer of the Bank and shall
have such responsibilities, duties and authority as are generally associated
with such positions and as may from time to time be assigned to the Executive
by the Board that are consistent with such responsibilities, duties and
authority. During the Term of this Agreement, the Executive shall devote all
her time, attention, skill and efforts during normal business hours to the
business and affairs of the Bank.


 


4.                                      Term of Agreement. Subject to the
terms and provisions of this Agreement, this Agreement and the period of
Executive’s employment shall be deemed to have commenced as of July 23,
2009 and shall continue until 12:00 midnight September 17, 2010, unless
sooner terminated.  If the Bank does not
intend to retain Executive as an employee after the Expiration of the Term, the
Bank shall give Executive not less than 90 days prior to the expiration of the
Term written notice of such decision and upon expiration of the Term after such
notice, Executive’s employment shall cease without further liability of the
parties to each other. Executive’s employment shall also terminate, and the
Term of this Agreement will expire, upon Executive’s resignation, retirement,
death or Disability, or upon Executive’s Termination for Cause.


 


5.                                      Duties.   
During the Term hereof, Executive shall devote exclusively all of her
business time, attention, skill and efforts to the faithful performance of the
business of the Bank to the fullest extent necessary to properly discharge her
duties and responsibilities hereunder and consistent with the highest and best
standards of the banking industry and in compliance with all applicable laws,
regulations and rules as well as the Bank’s Articles of Incorporation and
Bylaws.  Further, with the approval of
the Board, from time to time, Executive may serve, or continue to serve, on the
boards of directors of, and hold any other offices or positions in, companies
or charitable, political or civic organizations, which, in such Board’s
judgment, will not present any material conflict of interest with the Bank and
will not unfavorably affect the performance of Executive’s duties pursuant to
this Agreement.


 


6.                                      Salary, Bonus and Related Matters.


 


(a)                                  The Bank shall
pay to the Executive an annual base salary of One Hundred Ninety-Eight Thousand
Four Hundred Fifty-Six Dollars ($198,456) which shall


 


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be adjusted pursuant to the
provisions of Subsection (b), below. 
Executive’s salary shall be payable at regular intervals in accordance
with the Bank’s normal payroll practices now or hereafter in effect.


 


(b)                                 Executive’s
salary shall be reviewed at least annually by the Board or a committee
designated by the Board, and shall be adjusted based upon Executive’s job
performance and the Bank’s financial condition and performance; provided,
however, that in no event shall Executive’s annual salary be less than the
amount specified by subsection (a), above, and such adjustments, if any, shall
be in the sole discretion of the Board.


 


(c)                                  The
Bank shall pay to the Executive an annual bonus equal to 2.5% of the Bank’s and
its holding company’s consolidated pre-tax net profit for the preceding
year.   Such annual bonus shall be paid
within 90 days of the year-end upon which the bonus payment is based.  For purposes of such bonus, pre-tax net
profits shall be determined in accordance with generally accepted accounting
principles.


 


Executive may,
in the sole discretion of the Board, also receive a discretionary bonus based
on individual merit and performance.  The
amount of the discretionary bonus, if any, shall be determined by the Board.


 


If
the Company is subject to the executive compensation limitations under the
United States Treasury Department’s Troubled Asset Relief Program (“TARP”) at
the time Executive receives a bonus under this section, any and all such
bonuses and/or portions thereof shall be subject to forfeiture and/or repayment
by the Executive to the Company if the payment of such bonus was based on
materially inaccurate financial statements or any other materially inaccurate
performance metric criteria.


 


(d)                                 During
the period of the Executive’s employment hereunder, the Executive shall be
entitled to receive prompt reimbursement for all reasonable and customary
expenses incurred by the Executive in performing services hereunder in
accordance with the general policies and procedures established by the
Bank.  Executive shall provide the Bank
with detailed records (sufficient to document compliance with the Bank’s
policies and comply with the record-keeping requirements of state and federal
taxing authorities) of the nature and purpose of each expense submitted for
reimbursement or incurred by credit card. If the Board determines that any
expense claimed or incurred by Executive is not a proper business expense, or
if any such expense cannot properly be claimed as a deduction on the Bank’s
federal income tax return, Executive shall reimburse the Bank for the full
amount thereof.


 


(e)                                  During
the period of the Executive’s employment hereunder, the Executive shall be
entitled to participate in (A) all employee benefit plans or arrangements
of the Bank on the same basis as other employees of the Bank, including,
without


 


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limitation,
plans or arrangements providing medical insurance, dental insurance, life
insurance, disability insurance, sick leave, or retirement and (B) all
retirement and disability benefit plans or programs which may be subsequently
adopted, including matching funds contributions by the Bank (in an amount to be
determined in the sole discretion of the Board) if a 401k plan is ever
established by the Bank.


 


(f)                                    Executive
shall be entitled to three weeks of paid vacation during the Term.  Executive shall comply with Bank’s standard
employee policies and practices in scheduling and taking vacations.


 


(g)                                 Bank
shall pay all expenses (including the lease payments, insurance as well as
payments for maintenance and related costs) incurred in a timely manner in
connection with Executive’s lease of an automobile in Executive’s discretion
subject to the Board’s approval that the automobile is customary in the banking
industry for an executive with Executive’s job title, duties, and needs to
perform Executive’s duties and conduct Bank business.  Executive may elect a monthly automobile
allowance determined by the bank’s discretion in lieu of the Bank’s paying all
lease expenses as set forth above.


 


7.                                      Termination.


 


(a)                                  Executive’s
employment hereunder shall cease at any time by Executive’s resignation, or by
Executive’s retirement, death or Disability. Disability shall be deemed to have
occurred only after the following procedure has been satisfied: If within 30
days after a written notice of proposed Termination for Disability is given to
Executive by the Bank, Executive has not returned to the full-time performance
of her duties, the Bank may end Executive’s employment by giving written notice
of Termination for Disability. Such notice may be given by the Bank following
Executive’s absence from Executive’s duties by reason of physical or mental
disability for sixty (60) calendar days during any ninety (90) calendar day
period.


 


(b)                                 Executive’s
employment shall cease upon a good faith finding of Cause by the Board.


 


(c)                                  Executive’s
employment may be terminated Without Cause for any reason, subject to the
payment of all amounts required by Section 8 hereof.


 


(d)                                 Executive’s
employment shall cease upon the expiration of the Term of this Agreement as
provided in Section 4 hereof.


 


(e)                                  If
the Executive is suspended and/or temporarily prohibited from participating in
the conduct of the Bank’s affairs by a notice served under Sections 8(e) or
(g) of the Federal Deposit Insurance Act or similar statute, rule or
regulation, the Bank’s 


 


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obligations
under this Agreement shall be suspended as of the date of service, unless
stayed by appropriate proceedings.  If
the charges in the notice are dismissed, the Bank shall, (i) pay the
Executive all or part of the compensation withheld while its obligations under
this Agreement were suspended and (ii) reinstate (in whole or in part) any
of its obligations which were suspended.


 


(f)                                    If
the Executive is removed and/or permanently prohibited from participating in
the conduct of the Bank’s affairs by an order issued under Sections 8(e) or
(g) of the Federal Deposit Insurance Act or similar statute, rule or
regulation, all obligations of the Bank under this Agreement shall terminate as
of the effective date of the order without any liability of the Bank to
Executive or any other Person.


 


8.                                      Payments
to Executive Upon Termination.


 


(a)                                  In
the event of Termination of this Agreement due to Executive’s death, Disability
or retirement, Executive or Executive’s spouse and/or estate shall be entitled
to all benefits generally available to Bank employees, or their spouses and/or
estates, as of the date of such death, Disability or retirement, without
reduction.


 


(b)                                 In
the event of Executive’s resignation or upon Expiration, the Bank shall have no
further obligations to Executive under this Agreement or otherwise, except as
may be expressly required by law.


 


(c)                                  In
the event Executive is Terminated for Cause, the Bank shall have no further
obligations to Executive under this Agreement or otherwise, except as may be
expressly required by law.


 


(d)                                 Upon
the occurrence of a Termination Without Cause, as damages for breach of this
Agreement, the Bank shall continue to provide Executive her base salary then in
effect, upon such terms and at such times as described herein, for a period
equal to the remaining portion of the Term.


 


(e)                                  Subject to Section 8(h) hereof,
if, within twelve (12) months after a Change in Control of the Bank shall have
occurred, Executive’s employment by the Bank shall be terminated (a) by
the Bank other than for Cause, Disability or retirement or (b) by Executive
for Good Reason, then the Bank shall pay to Executive, no later than the fifth
day following the date of termination:


 


(I)                                    Executive’s
salary through the date of termination at the rate in effect just prior to the
time a notice of termination is given plus any benefits or awards (including
both the cash and stock components) which pursuant to the terms of any Plans
have been earned or become payable, but which have not yet been paid to
Executive (including amounts which previously had been deferred at Executive’s
request); and


 


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(II)                                As severance
pay and in lieu of any further salary for periods subsequent to the date of
termination, an amount in cash equal to two (2) times Executive’s annual
salary and bonus, such salary to be at the rate of salary in effect immediately
prior to the date of termination (or, if greater, immediately prior to the
Change in Control of the Bank) and such bonus to be equal to the total bonus
paid to Executive during the twelve-month period immediately preceding the date
of termination (or, if greater, during the twelve-month period immediately
preceding the Change in Control of the Bank).


 


(f)                                    All
payments provided in Section 8 shall be paid in cash from the general
funds of the Bank, and no special or separate fund need be established and no
other segregation of assets need be made to assure payment.


 


(g)                                 The
Bank and Executive agree that the payments being made under this Agreement
represent reasonable compensation for services and that neither the Bank nor
Executive will file any returns or reports which take a contrary position.


 


(h)                                 Reduction
in Payment; IRC Section 409A Compliance.


 


(I)                                    Notwithstanding anything in the foregoing
to the contrary, if the payments made to Executive following a Termination
Without Cause, Change in Control or any of the other payments provided for in
this Agreement, together with any other payments which Executive has the right
to receive from the Bank would constitute a “parachute payment” (as defined in Section 280G
of the Code) the payments pursuant to this Agreement shall be reduced to the
largest amount as will result in no portion of such payments being subject to
the excise tax imposed by Section 4999 of the Code; provided, however,
that the determination as to whether any reduction in the payments under this
Agreement pursuant to this proviso is necessary shall be made in good faith by
the Bank’s independent auditors or if such firm is no longer providing tax
services to Bank to such other tax advisor as shall be mutually acceptable to
Bank and Executive, and such determination shall be conclusive and binding on
the Bank and Executive with respect to the treatment of the payment for tax
reporting purposes.


 


(II)                                If the Company is subject to the
executive compensation limitations under TARP at the time the Executive
receives payment(s) under sections 8(d) and/or 8(e) and any such
payment(s), together with any other payments which Executive has the right to
receive from the Company, exceed the limits allowed for Executive established
under TARP, then the aggregate payments pursuant to this Agreement, and any
other agreement with Executive, shall be reduced to the largest


 


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amount as will
result in no portion of such payments violating the executive compensation
limitations under TARP.


 


(III)                            Notwithstanding any provision existing in
this Agreement or any amendment thereto, it is the intent of the Bank and
Executive that any payment or benefit provided pursuant to this Agreement shall
be made and paid in a manner, at a time and in a form which complies with the
applicable requirements of IRC Section 409A, in order to avoid any
unfavorable tax consequences resulting from any such failure to comply.
Furthermore, for the purposes of this Agreement, IRC Section 409A shall be
read to include any related or relevant IRS Notices (including but not limited
to Notice 2007-86).


 


(IV)                            In the event of any ambiguity in terms,
or in the event further clarification of any term or provision is necessary,
all interpretations and payouts of benefits based thereon shall be in
accordance with IRC 409A and any related notices or guidance thereon.


 


9.                                      Confidentiality and Trade Secrets.


 


(a)                                  During
the Term, Executive will have access to and become acquainted with what
Executive and Bank acknowledge are trade secrets, to wit, knowledge or data
concerning Bank, including its operations and business, and the identity of
customers of Bank, including knowledge of their financial condition, their
financial needs, as well as their methods of doing business.  Executive shall not disclose any of the
aforesaid trade secrets, directly or indirectly, or use them in any way, either
during the Term or for a period of twenty four (24) months after the
termination of the Term of this Agreement, except as required in the course of
Executive’s employment with Bank.


 


(b)                                 Executive
expressly agrees that all manuals, documents, files, reports, studies,
instruments, software, computer programs or similarly generated electronic
materials or other materials used and/or developed by Executive during the Term
are solely the property of Bank, and that Executive has no right, title or
interest therein.  Upon termination of
the Term of this Agreement, Executive or Executive’s representative shall
promptly deliver possession of all of said property to Bank in good condition.


 


(c)                                  During
the period of her employment hereunder and for a period of two years following
the cessation of such employment (irrespective of the reason therefore),
Executive shall not, except as required by any court, supervisory authority or
administrative agency, without the written consent of the Board or a person
authorized thereby, disclose to any person, other than an employee of the Bank
or a person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Executive of her duties as an employee
of the Bank, any confidential information obtained by her while in the employ
of the Bank;


 


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provided,
however, that confidential information shall not include any information known
generally to the public (other than as a result of an unauthorized disclosure
by the Executive).


 


10.           Waivers
not to be Continued. Any waiver by a party of any
breach of this Agreement by the other party shall not be construed as a
continuing waiver or as a consent to any subsequent breach by the other party.


 


11.            Notices.
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered by hand or
mailed, certified or registered mail, with postage prepaid, to the following
addresses or to such other address as either party may designate by like
notice.


 


A.                                   If to the Bank,
to:


 


Pacific City Bank


3701 Wilshire Boulevard, Suite 100


Los Angeles, California 90010


Attn:  Chairman of the Board


 


with a copy to:


 


John F. Stuart, Esq.


STUART | MOORE


641 Higuera Street, Suite 302


San Luis Obispo, California 93401


Facsimile: (805) 545-8599


 


B.                                     If to
Executive, to:


 


Ms. Haeyoung Cho


6733 Vallon Drive


Rancho Palos Verdes, CA 90275


 


and to such other or additional person or persons as either party shall
have designated to the other party in writing by like notice.


 


12.                               Arbitration.
Any dispute or controversy arising or in connection with this Agreement shall,
upon written request of one party to the other, be submitted to and settled
exclusively by arbitration in the State of California and be governed by the California
Arbitration Act as set forth in the California Code of Civil Procedure.  Judgment may be entered on the arbitrator’s
award in any court of competent jurisdiction. The cost of such arbitration,
including reasonable attorney’s fees, shall be borne by the losing party or in
such proportions as the arbitrator(s) shall decide. Arbitration shall be
the exclusive remedy of Executive and the Company and the award of the
arbitrator(s) shall be final and binding upon the parties. All


 


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reasonable costs, including reasonable attorney’s fees, incurred in
enforcing an arbitration award in court, or of seeking a court order to compel
arbitration, shall be borne by the losing party in such proceedings.


 


13.                               General
Provisions.


 


(a)                                  This
Agreement constitutes the entire agreement by the parties with respect to the
subject matter hereof, and supersedes and replaces all prior agreements among
or between the parties, unless otherwise provided herein. No amendment, waiver
or termination of any of the provisions hereof shall be effective unless in
writing and signed by the party against whom it is sought to be enforced. Any
written amendment, waiver, or termination hereof executed by the Bank and
Executive shall be binding upon them and upon all other Persons, without the
necessity of securing the consent of any other Person, and no Person shall be
deemed to be a third-party beneficiary under this Agreement.


 


(b)                                 This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and
the same Agreement.


 


(c)                                  Except
as otherwise expressly set forth herein, no failure on the part of any party
hereto to exercise and no delay in exercising any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or remedy hereunder preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.


 


(d)                               The
headings of the Sections of this Agreement have been inserted for convenience
of reference only and shall in no way restrict or modify any of the terms or
provisions hereof.


 


(e)                                  If
for any reason any provision of this Agreement is held invalid or unenforceable,
such invalidity or unenforceability shall not affect the validity or
enforceability of any other provision of this Agreement. If any provision of
this Agreement shall be held invalid or unenforceable in part, such invalidity
or unenforceability shall in no way effect 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.


 


(f)                                    This
Agreement shall be governed and construed and the legal relationships of the
parties determined in accordance with the laws of the State of California
applicable to contracts executed and to be performed solely in the State of
California.


 


(g)                                 The
Bank shall require any successor in interest (whether direct or indirect or as
a result of purchase, merger, consolidation, change in control or otherwise) to
all or


 


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substantially all of the business and/or
assets of the Bank to expressly assume and agree to perform the obligations
under this Agreement in the same manner and to the same extent that the Bank
would be required to perform it if no such succession had taken place.


 


(h)                                 Executive
acknowledges that she has been encouraged to consult with legal counsel of
Executive’s choosing concerning the terms of this Agreement prior to executing
this Agreement. Executive acknowledges that this Agreement has been prepared by
Stuart | Moore, which has served as counsel to the Bank in this matter and not
as counsel to Executive.  Any failure by
Executive to consult with competent counsel prior to executing this Agreement
shall not be a basis for rescinding or otherwise avoiding the binding effect of
this Agreement. The parties acknowledge that they are entering into this
Agreement freely and voluntarily, with full understanding of the terms of this
Agreement. Interpretation of the terms and provisions of this Agreement shall
not be construed for or against either party on the basis of the identity of
the party who drafted the terms or provisions in question.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the day and year first above written.


 


	
  ATTEST:

  	
   

  	
  PACIFIC
  CITY BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Chairman
  of the Board

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness

  	
   

  	
  Haeyoung
  Cho

  



 


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