HANMI FINANCIAL CORPORATION (NASDAQ:HAFC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
On July 8, 2019, Hanmi Financial Corporation (the “Company”), and its wholly owned subsidiary, Hanmi Bank (the “Bank”), entered into an amended and restated employment agreement with Romolo C. Santarosa, Senior Executive Vice President and Chief Financial Officer to reflect his expanded role with the Bank and Company, which will include responsibility for other areas including information technology, deposit operations, legal and facilities.
Under the amended and restated employment agreement, Mr. Santarosa will serve as the Senior Executive Vice President and Chief Financial Officer of the Company and the Bank. Mr. Santarosa’s amended and restated employment agreement has a term ending on May 6, 2022, that renews automatically for one-year periods on each subsequent anniversary of May 6th, unless either Mr. Santarosa or the Company or Bank provides written notice of non-renewal at least 60 days before the end of the term. Under the amended and restated employment agreement, Mr. Santarosa will be paid an initial salary of $400,000 and will have a bonus opportunity to the terms of the existing annual bonus plan. In recognition of the additional responsibilities he will assume at the Company and the Bank noted above, he will receive a restricted stock grant, the approximate value of which will be $400,000. The restricted stock grant will vest in three approximately equal annual installments, provided Mr. Santarosa remains employed as the Chief Financial Officer on each such date. He will also be entitled to participate in employee benefit plans of the Company and the Bank, including medical, dental, vision and life insurance coverage and will be eligible for certain perquisites, including the payment of a membership at the country club of his choice and 20 days of paid leave annually.
In the event of his termination without “cause” or for “good reason” (as each is defined in the amended and restated employment agreement), Mr. Santarosa will be entitled to receive the following severance payments and benefits: (1) continued payment of his then-current salary for 12 months, (2) a lump sum payment equal to a pro-rated portion of his prior year’s annual bonus based on the number of days worked during the year, (3) accelerated vesting of any then-unvested time-based equity awards held by Mr. Santarosa with respect to the portion that would have vested if Mr. Santarosa’s employment had continued for one year following his date of termination and (4) continued health insurance benefits at the Company’s expense under COBRA for up to 18 months. If his employment is terminated without cause or for good reason following a change in control, Mr. Santarosa is entitled to (1) two times his then-annual base salary and then-maximum annual bonus, (2) full acceleration of any then-unvested time-based equity awards and (3) continued health insurance benefits at the Company’s expense under COBRA for up to 18 months. In the event of his death or disability, he or his estate, as applicable, will be entitled to receive a lump-sum payment of an amount equal to the pro-rated portion of his prior year’s annual bonus based on the number of days worked during the year of termination. The payment of the above-benefits is generally conditioned on Mr. Santarosa’s entry into and non-revocation of a general release in favor of the Company and the Bank.
The foregoing description of the amended and restated employment agreement is qualified in its entirety by reference to the amended and restated employment agreement that is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02.
(d) Exhibits:
| 10.1 | Amended and Restated Employment Agreement, by and among Hanmi Financial Corporation, Hanmi Bank and Romolo C. Santarosa |
HANMI FINANCIAL CORP Exhibit
EX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 July 1,…
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About HANMI FINANCIAL CORPORATION (NASDAQ:HAFC)
Hanmi Financial Corporation is the holding company for Hanmi Bank (the Bank). The Bank is a community bank conducting general business banking, with its primary market encompassing the Korean-American community, as well as other ethnic communities across California, Colorado, Georgia, Illinois, New York, Texas, Virginia and Washington. The Bank’s client base reflects the multi-ethnic composition of these communities. The Bank maintains a branch network of over 40 full-service branch offices in California, Illinois, New Jersey, New York, Texas and Virginia, and loan production offices in California, Colorado, Texas, Virginia and Washington State. Its lending activities include real estate loans (commercial property, construction and residential property), commercial and industrial loans (commercial term loans, commercial lines of credit and international), and consumer loans and small business administration (SBA) loans. Its revenues are derived from interest and fees on its loans.