Exhibit 10.1


 


WILSHIRE
BANCORP, INC.

FORM OF RESTRICTED STOCK AGREEMENT


 


This Restricted
Stock Agreement (“Agreement”) is entered into as of <<date>>
pursuant to the Wilshire Bancorp, Inc. (the “Company”) 2008 Stock
Incentive Plan (the “Plan”) and evidences the grant of Restricted Shares (as
defined in the Plan), and the terms, conditions and restrictions pertaining
thereto, to <<name>> (the “Employee”).  Capitalized terms that are used and not
defined herein shall have the meanings assigned to them in the Plan.


 


WHEREAS, the Company maintains the Plan under which the Committee (as defined
in the Plan) may, among other things, award shares of the Company’s common
stock (“Stock”) to such key associates of the Company and its Subsidiaries as
the Committee may determine, subject to terms, conditions and restrictions as
it may deem appropriate; and


 


WHEREAS, pursuant to the Plan, the Company, upon action by the Committee, has
granted to the Employee a Restricted Share Award conditioned upon the execution
by the Company and the Employee of a Restricted Stock Agreement setting forth
all the terms and conditions applicable to such award;


 


NOW
THEREFORE, in consideration of the
benefits which the Company has derived from the services rendered to it and its
Subsidiaries by the Employee and of the covenants contained herein, the parties
hereby agree as follows:


 


1.               Award
of Shares.  Under the
terms of the Plan, the Committee awarded to the Employee a restricted stock
award (the “Award”) effective on <<date>> (the “Award Date”),
covering <<shares>> shares of the Company’s Stock (the “Award
Shares”), subject to the Employee agreeing to the terms, conditions, and
restrictions set forth in this Agreement.


 


2.               Period
of Restriction and Vesting in the Award Shares.


 


(a)          All
Award Shares are entirely forfeitable during the period of restriction (the “Period
of Restriction”).  The Period of
Restriction will begin on Award Date and will continue for
purposes of this Agreement in accordance with the following schedule, and shall
be subject to additional limitations set forth
in this Paragraph 2(a).


 


	
  End of
  Period of Restriction

  	
   

  	
  Percent
  of Restricted Shares

  
	
  <<vesting date>>

  	
   

  	
  <<% vested>>

  
	
  <<vesting date>>

  	
   

  	
  <<% vested>>

  
	
  <<vesting date>>

  	
   

  	
  <<% vested>>

  



 


Notwithstanding the above schedule,
the Period of Restriction for all Award Shares held by any Employee shall end
upon the Employee’s termination of employment due to death or disability.


 


Notwithstanding
anything in this Paragraph 2(a) to the contrary, the Period of Restriction
for any Award Share shall not end prior to the last day of the TARP
Period.  In the event that the TARP Period terminates following the
end of the Period of Restriction that would otherwise be provided by this
Paragraph 2(a), then the Period of Restriction shall continue and shall end
simultaneously upon termination of the TARP Period.  The “TARP Period,” for the purposes of this
Agreement, shall terminate on the day all Company obligations arising from
financial assistance provided to the Company under


 


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the Troubled Asset
Relief Program Capital Purchase Program (the “CPP”) created by the U.S.
Department of the Treasury (the “Treasury Department”) pursuant to authority
granted under the Emergency Economic Stabilization Act of 2008, as amended (the
“EESA”), are satisfied as described in Section 111(b)(3)(D)(i) of the
EESA, excluding any period in which the Treasury Department only holds
warrants to purchase Stock of the Company as provided in Section 111(a)(5) of
the EESA.


 


(b)         The
Award Shares may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution, during the Period of Restriction.


 


(c)          The
restrictions applicable to the Award Shares shall automatically
terminate, the Award Shares shall be fully vested and the Award Shares
shall be free of restrictions and freely transferable following the end of the
Period of Restriction with respect to such Award Shares.


 


(d)         The
Period of Restriction shall not lapse prior to the date provided above due to
the occurrence of a Change in Control of the Company or any of its
Subsidiaries.


 


3.               Stock
Certificates.


 


(a)          The
Company shall issue the Award Shares either: (i) in certificate form as
provided in Paragraph 3(b) below; or (ii) in book entry form,
registered in the name of the Employee with notations regarding the applicable
restrictions on transfer imposed under this Agreement.


 


(b)         Any
certificates representing Award Shares shall be held by the Company until such
time as the Period of Restrictions with respect to such Award Shares and such
Award Shares become transferable, or are forfeited hereunder.  Such
certificates shall bear the following legend:


 


THE SALE OR OTHER
TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE, WHETHER
VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN THE WILSHIRE BANCORP INC., 2008 STOCK
INCENTIVE PLAN, IN THE RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO
SUCH PLAN, AND IN A RESTRICTED STOCK AGREEMENT DATED
<<DATE>>.  A COPY OF THE PLAN, SUCH RULES AND PROCEDURES,
AND SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF
WILSHIRE BANCORP, INC.


 


(c)          Promptly
after the lapse of the Period of Restriction with respect to any of the Award
Shares, the Company shall, as applicable, either remove the notations on any of
the Award Shares issued in book entry form as to which the restrictions have
lapsed or deliver to the Employee a certificate or certificates evidencing the
number of Award Shares with respect to which the Period of Restriction has
lapsed.


 


(d)         The
Committee may require, concurrently with the execution and delivery of this
Agreement, the Employee to deliver to the Company an executed stock power, in
blank, with respect to the Award Shares.  The Employee, by acceptance
of the Award, shall be deemed to appoint, and does so appoint by execution of
this Agreement, the Company


 


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                        and each of its authorized representatives as the Employee’s attorney(s) in
fact to effect any transfer of forfeited shares (or shares otherwise reacquired
or withheld by the Company hereunder), or any adjustment to the number of Award
Shares pursuant to Paragraph 12 below, to the Company as may be required
pursuant to the Plan or this Agreement and to execute such documents as the
Company or such representatives deem necessary or advisable in connection with
any such transfer.


 


4.               Voting
Rights.  During the Period of
Restriction, the Employee may exercise full voting rights with respect to the
Award Shares.


 


5.               Dividends
and Other Distributions.  During
the Period of Restriction, all dividends and other distributions paid with
respect to the Award Shares in cash or property other than shares of the
Company’s Stock shall be invested in shares of the Company Stock.  Such shares shall be treated as additional
shares awarded hereunder and shall be subject to the same restrictions on
transferability and vesting as the Award Shares with respect to which they were
paid and shall, to the extent vested, be paid when and to the extent the
underlying Award Shares are vested and freed of restrictions.


 


6.               Forfeiture
of Award Shares.  If Employee’s
employment by the Company or its Subsidiaries is terminated for any reason
prior to lapse of the Period of Restriction with respect to any Award Shares,
the Award Shares for which the Period of Restriction has not lapsed will be
immediately forfeited by Employee to the Company.


 


7.               Section 83(b) Election.  The Employee understands that
the Award made hereby has tax consequences and has had an opportunity to review
those consequences with his tax adviser to the extent that he desires to do so.  The Employee acknowledges that under Section 83
of the  Code the difference between the
Fair Market Value of the Award Shares on the date of the Award and the Fair
Market Value at the expiration of the Period of Restriction, is reportable as
ordinary income.  The Employee
understands that he may elect to be taxed at the date of the Award hereunder,
rather than at the expiration of the Period of Restriction, by filing an
election under Section 83(b) of the Code with the Internal Revenue
Service within 30 days after the date of the Award.  If the Fair Market Value of the Award Shares
at the time the Period of Restriction expires exceeds the Fair Market Value on
the date of the Award, the election may avoid adverse tax consequences in the
future by converting the increase in value occurring after the date of the
Award from ordinary income to capital gain. 
Employee understands that the failure to make this filing within said 30
day period will result in the recognition of ordinary income by the Employee
(in the event the Fair Market Value of the Award Shares increases after date of
this Award) as of the date the Period of Restriction lapse.  However, the Employee also understands that
if he makes such an election, he may incur adverse tax consequences in the
event of the forfeiture of the Award Shares. 
The Employee acknowledges that (i) it is the Employee’s sole
responsibility, and not the Company’s, to file a timely election under Section 83(b) and
(ii) the Employee is not relying on the Company for advice with respect to
the federal income tax consequences associated with the Section 83(b) election
or any other matter.  If the Employee
makes such an election, he will provide the Company of the statement filed with
the Internal Revenue Service within 30 days after the filing of such statement.


 


8.               Withholding
Taxes.  The Company, or any of its
Subsidiaries, shall have the right to retain and withhold the amount of taxes
required by any government to be withheld or otherwise deducted and paid with
respect to the Award Shares.  The Committee may require the Employee
or any successor in interest to pay or reimburse the Company, or any of its
Subsidiaries, for any such taxes required to be withheld by the Company, or any
of its Subsidiaries, and to withhold any


 


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                        distribution in whole or in part until the Company, or any of its
Subsidiaries, is so paid or reimbursed.  In lieu thereof, the
Company, or any of its Subsidiaries, shall have the right to withhold from any
other cash amounts due or to become due from the Company, or any of its
Subsidiaries, to or with respect to the Employee an amount equal to such taxes
required to be withheld by the Company, or any of its Subsidiaries, to pay or
reimburse the Company, or any of its Subsidiaries, for any such taxes or to
retain and withhold a number of shares of the Company’s Stock having a market
value not less than the amount of such taxes and cancel any such shares so
withheld in order to pay or reimburse the Company, or any of its Subsidiaries,
for any such taxes.  The Employee or any successor in interest is
authorized to deliver shares of the Company’s Stock in satisfaction of minimum
statutorily required tax withholding obligations (whether or not such shares
have been held for more than six months and including shares acquired pursuant
to this Award if the restrictions thereon have lapsed).


 


9.               Administration
of Plan.  The Plan is administered by the
Committee appointed by the Company’s Board of Directors.  The
Committee has the authority to construe and interpret the Plan, to make rules of
general application relating to the Plan, to amend outstanding awards pursuant
to the Plan, and to require of any person receiving an award, at the time of
such receipt or lapse of restrictions, the execution of any paper or the making
of any representation or the giving of any commitment that the Committee shall,
in its discretion, deem necessary or advisable by reason of the securities laws
of the United States or any State, or the execution of any paper or the payment
of any sum of money in respect of taxes or the undertaking to pay or have paid
any such sum that the Committee shall, in its discretion, deem necessary by
reason of the Internal Revenue Code or any rule or regulation thereunder,
or by reason of the tax laws of any State.


 


10.         Plan
and Prospectus.  This Award
is granted pursuant to the Plan and is subject to the terms thereof (including
all applicable vesting, forfeiture, settlement and other
provisions).  The terms of the Plan are incorporated by reference
herein.  A copy of the Plan, as well as a
prospectus for the Plan, has been provided to the Employee.  The Employee acknowledges receipt thereof and
has had an opportunity to review such documents to the extent he desires.


 


11.         Notices.  Any notice to the Company required under or relating to
this Agreement shall be in writing and addressed to:


 


Attn:  Corporate Secretary

Wilshire Bancorp, Inc.


3200 Wilshire
Blvd.


Los Angeles,
California


 


Any notice to the
Employee required under or relating to this Agreement shall be in writing and
addressed to the Employee at his or her address as it appears on the records of
the Company.


 


12.         Construction.  This Agreement shall be administered, interpreted and
construed in accordance with the applicable provisions of the
Plan.  In addition, this Agreement is intended to provide and
evidence a grant of long term restricted stock which does not fully vest during
the period in which any obligation arising from financial assistance provided
to the Company remains outstanding as described in Section 111(b)(3)(D)(i) of
the EESA, excluding any period in which the Treasury Department only holds
warrants to purchase Stock of the Company as provided in Section 111(a)(5) of
the EESA, and shall be interpreted and administered as such.


 


13.         CPP
Limitations.  The Company
has participated in the CPP; and the Company is required to comply with the
requirements of Section 111(b) of the EESA, as amended from time to
time, and


 


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                        the CPP with respect to the compensation of certain current and future
employees of the Company (as determined for purposes of the EESA and the
guidance and regulations issued by the Treasury Department with respect to the
CPP (the “CPP Requirements”)), in accordance with the CPP
Requirements.  The Employee acknowledges and understands that this
Agreement shall be administered, interpreted and construed and, if and where
applicable, benefits provided hereunder shall be limited, deferred and/or
subject to repayment to the Company in accordance with the CPP Requirements and
Section 111(b) of the EESA, as amended from time to time, to the
extent legally applicable with respect to the Employee, as determined by the
Committee in its discretion.  The Committee shall have the right
unilaterally to amend this Agreement to effect or document any changes or
additions which in its view are necessary or appropriate to comply with the CPP
Requirements and Section 111 of the EESA, as amended from time to time.


 


14.         Severability.  If any term or other provision
of this Agreement is held to be illegal, invalid or unenforceable by any rule of
law or public policy, such term or provision shall be fully severable and this
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision were not a part hereof, and all other conditions and
provisions shall remain in full force and effect.  Upon such determination that any term or
other provision is invalid, illegal or unenforceable, there shall be added
automatically as a part of this Agreement a provision as similar in terms to
such illegal, invalid or unenforceable provision as may be possible and still
be legal, valid and enforceable.  If any
provision of this Agreement is so broad as to be unenforceable, the provision
shall be interpreted to be only as broad as is enforceable.


 


15.         Entire
Agreement.  The parties acknowledge that there are no
written or oral agreements between the Employee and the Company regarding the
subject matter hereof other than this Agreement.  This Agreement may not be amended or
supplemented except by written instrument executed by the parties.


 


16.         Successors.  This Agreement shall be binding
upon the Employee, his legal representatives, heirs, legatees, distributees, and
shall be binding upon the Company and its successors and assigns.


 


[Signature Page Follows]


 


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To
evidence their agreement to the terms, conditions and restrictions hereof, the
Company and the Employee have signed this Agreement as of the date first above
written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  WILSHIRE
  BANCORP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  <<name>>

  
						



 


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