Exhibit 10.3


 


December 5, 2008


 


Via Hand
Delivery


 


[Name and Address of Senior Executive Officer]


 


Dear [Name of Senior Executive Officer],


 


Wilshire Bancorp, Inc.
(the “Company”) anticipates entering into a
Securities Purchase Agreement (the “Participation Agreement”), with the
United States Department of Treasury (“Treasury”) that provides for the
Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). 
If the Company does not participate or ceases at any time to
participate in the CPP, this letter shall be of no further force and effect.


 


For the Company to participate
in the CPP and as a condition to the closing of the investment contemplated by the Participation Agreement, the
Company is required to establish specified standards for incentive compensation
to its senior executive officers and to make changes to its compensation
arrangements.  To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as follows:


 


(1)                                  No Golden Parachute Payments.  The Company is prohibiting any golden
parachute payment to you during any “CPP Covered Period”.  A “CPP Covered
Period” is any period during which (A) you are a senior
executive officer of the Company and (B) Treasury holds an equity or debt
position acquired from the Company in the CPP.


 


(2)                                  Recovery of Bonus and Incentive Compensation.  Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to recovery or “clawback”
by the Company if the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria.


 


(3)                                  Compensation Program Amendments.  Each
of the Company’s compensation, bonus, incentive and other benefit plans,
arrangements and agreements (including golden parachute, severance and
employment agreements), whether written or oral and whether wholly
discretionary or otherwise (collectively, “Benefit Plans”), with respect to you is hereby amended to the
extent necessary to give effect to provisions (1) and (2).


 


In addition, the Company is required to review its Benefit Plans to ensure
that they do not encourage senior executive officers to take unnecessary and
excessive risks that threaten the value of the Company.  To the extent any such review requires
revisions to any Benefit Plan with respect to you, you and the Company agree to
negotiate such changes promptly and in good faith.


 

















 


(4)                                  Definitions and Interpretation.  This
letter shall be interpreted as follows:


 


·                                          “Senior
executive officer” means the Company’s “senior executive officers” as defined
in subsection 111(b)(3) of EESA.


 


·                                          “Golden parachute payment” is used with same
meaning as in Section 111 (b)(2)(C) of EESA.


 


·                                          “EESA” means the Emergency Economic Stabilization
Act of 2008 as implemented by guidance or regulation issued by the Department
of the Treasury and as published in the Federal Register on October 20,
2008.


 


·                                          The term “Company” includes any entities
treated as a single employer with the Company under 31 C.F.R. § 30.1(b) (as
in effect on the Closing Date).  You are
also delivering a waiver pursuant to the Participation Agreement, and, as
between the Company and you, the term “employer” in that waiver will be deemed
to mean the Company as used in this letter.


 


·                                          The term “CPP Covered Period” shall be limited
by, and interpreted in a manner consistent with, 31 C.F.R. § 30.11 (as in
effect on the Closing Date).


 


·                                          Provisions (1) and (2) of this
letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to
the maximum extent consistent with the preceding, to permit operation of the
Benefit Plans in accordance with their terms before giving effect to this
letter).


 


(5)                                  Miscellaneous.   To the extent not subject to federal
law, this letter will be governed by and construed in accordance with the laws
of the State of California.  This letter
may be executed in two or more counterparts, each of which will be deemed to be
an original.  A signature transmitted by
facsimile will be deemed an original signature.


 


The Board
appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.


 




	
   

  	
   

  	
  Yours
  sincerely,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  WILSHIRE BANCORP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						






 

















 


Intending to
be legally bound, I agree with and
 accept the
foregoing terms on the date set forth 

below.


 




	
   

  	
   

  	
   

  
	
  [Name of
  Senior Executive Officer]

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date: