Attached files
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission file number: 000-50050
CENTER FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
California | 52-2380548 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
3435 Wilshire Boulevard, Suite 700 Los Angeles, California |
90010 | |
Address of principal executive offices | Zip Code |
(213) 251-2222
Registrants telephone number, include area code
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
Name of Each Exchange Which Registered | |
Common Stock, No Par Value | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer | ¨ | Accelerated filer | x | Non-accelerated filer | ¨ | Smaller Reporting Company | ¨ | |||||||
(Do not check if a smaller reporting company.) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
As of June 30, 2010, the aggregate market value of the voting stock held by non-affiliates of the Registrant computed by reference to the reported closing sale price of $5.15 on such date was $182.8 million. Excluded from this computation are 4,407,141 shares held by all directors and executive officers as a group on that date.
This determination of the affiliate status is not necessarily a conclusive determination for other purposes.
The number of shares of Common Stock of the Registrant outstanding as of February 28, 2011 was 39,893,864.
Documents Incorporated by Reference: None
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EXPLANATORY NOTE
Center Financial Corporation (the Company) is filing this Amendment No. 1 to amend Items 10 through 14 of Part III of its Form 10-K filed on March 4, 2011 (the Original Filing) for the purpose of including the information required by these Items due to the fact that the Companys definitive proxy statement for the 2011 annual meeting of shareholders will not be filed with the SEC pursuant to SEC Regulation 14A on or before May 2, 2011 and therefore will not be incorporated by reference. In connection with this Amendment No. 1, the Company is including as exhibits updated certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Solely for this reason, the Company also has restated Part IV of the Original Filing in Part IV of this Amendment No. 1. Except as set forth in the immediately preceding sentence, this Amendment No. 1 does not alter or restate any of the information set forth in the Original Filing.
This Amendment No. 1 continues to speak as of the date of the Form 10-K filed on March 4, 2011 and we have not updated the disclosures contained herein to reflect events that have occurred since the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings, if any, made with the Securities and Exchange Commission subsequent to the date of the Original Filing.
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ITEM 10. |
1 | |||||
ITEM 11. |
6 | |||||
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
19 | ||||
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
21 | ||||
ITEM 14. |
21 | |||||
22 | ||||||
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K |
22 | ||||
24 | ||||||
Exhibit 31.1Certification of Principal Executive Officer (Section 302 Certification) |
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Exhibit 31.2Certification of Principal Financial Officer (Section 302 Certification) |
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Exhibit 32Certification of Periodic Financial Report (Section 906 Certification) |
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ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Identification of Directors and Executive Officers
The following table sets forth certain information with respect to (i) each of the Companys directors and executive officers, and (ii) the directors and executive officers as a group. Additional information concerning the experience and qualifications of the Companys directors appears immediately following the table.
Director Since |
Common Stock Beneficially Owned on April 25, 2011 |
|||||||||||||||||
Name, Address and Offices Held with Company1 |
Principal Occupation for the Past Five Years |
Age |
Number of Shares2 |
Vested Option Shares3 |
Percentage of Shares Outstanding4 |
|||||||||||||
Jin Chul Jhung Chairman of the Board |
President and Chairman, Royal Imex, Inc. (Importing and Wholesale) |
67 | 2000 (1998)5 |
326,474 | 6 | 30,000 | * | |||||||||||
David Z. Hong Director |
Retired (formerly accountant, David Hong Accounting Service) |
81 | 2000 (1985)5 |
758,262 | 7 | 30,000 | 1.97 | % | ||||||||||
Chang Hwi Kim Director |
President, Maxion Inc. (Home Entertainment) |
68 | 2000 (1989)5 |
687,876 | 8 | 30,000 | 1.77 | % | ||||||||||
Kevin S. Kim Director |
Attorney Kevin S. Kim & Associates |
53 | 2008 (2008)5 |
420,000 | 9 | 16,666 | 1.08 | % | ||||||||||
Peter Y. S. Kim Director |
President and Chairman, Harbor Express, Inc., Gold Point Transportation, Inc., Bridge Warehouse, Inc. (Trucking); President, 3Plus Logistics |
62 | 2000 (1998)5 |
764,631 | 30,000 | 1.97 | % |
1 | All offices held apply to both Center Financial Corporation and Center Bank unless otherwise indicated. The business address of each of the directors and executive officers is 3435 Wilshire Boulevard, Suite 700, Los Angeles, California 90010. |
2 | Except as otherwise noted, may include shares held by such persons spouse (except where legally separated) and minor children, and by any other relative of such person who has the same home; shares held in street name for the benefit of such person; shares held by a family trust as to which such person is a trustee and primary beneficiary with sole voting and investment power (or shared power with a spouse); or shares held in an Individual Retirement Account or pension plan as to which such person (and/or such persons spouse) is the sole beneficiary and has pass-through voting rights and investment power. |
3 | Consists of option shares which are vested or will vest within 60 days of April 25, 2011 pursuant to the Companys 2006 Stock Incentive Plan, as amended. See ITEM 11EXECUTIVE COMPENSATIONEXECUTIVE OFFICER AND DIRECTOR COMPENSATIONOutstanding Equity Awards at Fiscal Year-End and Compensation of Directors. |
4 | This percentage is based on the total number of shares of the Companys common stock outstanding, plus the number of option shares for the applicable individual or group which are vested or will vest within 60 days of April 25, 2011 pursuant to the Companys 2006 Stock Incentive Plan, as amended. See ITEM 11EXECUTIVE COMPENSATIONEXECUTIVE OFFICER AND DIRECTOR COMPENSATIONOutstanding Equity Awards at Fiscal Year-End and Compensation of Directors. |
5 | Year first elected or appointed a director of Center Bank. |
6 | Includes 84,073 shares held by Royal Imex, Inc., of which Mr. Jhung is President, Chairman and sole shareholder, as to which shares Mr. Jhung has sole voting and investment power. |
7 | Includes 192,980 shares held by two charitable remainder trusts of which Mr. Hong is a trustee and beneficiary, and in which Mr. Hong has proportional pecuniary interests of approximately 71% and disclaims beneficial ownership of the remaining 29%. Mr. Hong has sole voting and investment power as to all 192,980 shares held by these trusts. Mr. Hong also owns 565,282 shares directly. |
8 | Includes 18,364 shares owned by Chang Hwi Kims adult children, as to which shares Mr. Kim has sole voting and investment power pursuant to an agreement with the record owners of the shares. |
9 | 40,000 of these shares are pledged. Includes 20,000 shares granted in the form of immediately vested restricted stock awards, consisting of 10,000 shares on February 28, 2011, 5,000 shares on March 31, 2011 and 5,000 shares on April 13, 2011. The shares for the latter two grants have not yet been issued. |
* | Less than 1% |
(Table and footnotes continued on following page.)
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Director Since |
Common Stock Beneficially Owned on April 25, 2011 |
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Name, Address and Offices Held with Company1 |
Principal Occupation for the Past Five Years |
Age |
Number of Shares2 |
Vested Option Shares3 |
Percentage of Shares Outstanding4 |
|||||||||||||
Sang Hoon Kim Director |
Retired Chairman and Chief Executive Officer, Tmecca.com10 |
70 | 2000 (1985)5 |
941,726 | 11 | 30,000 | 2.41 | % | ||||||||||
Chung Hyun Lee Director |
Retired President, NuArt International, Inc. (Cosmetics Importing)12 |
69 | 2000 (1985)5 |
273,056 | 30,000 | * | ||||||||||||
Richard S. Cupp President and Chief Executive Officer |
President and Chief Executive Officer, Center Bank and Center Financial Corporation13 |
70 | n/a | 3,979 | 14 | | * | |||||||||||
Lisa Kim Pai Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer |
Executive Vice President and General Counsel, Center Bank and Center Financial Corporation15 |
51 | n/a | 16,200 | 40,000 | * | ||||||||||||
Jason K. Kim Senior Vice President and Chief Credit Officer, Center Bank |
Senior Vice President and Chief Credit Officer, Center Bank |
44 | n/a | 86,518 | 16 | 55,400 | * | |||||||||||
Sook Kyong Goo Senior Vice President and Chief Operations Officer, Center Bank |
Senior Vice President and Chief Operations Officer, Center Bank17 |
57 | n/a | 5,390 | 18,000 | * | ||||||||||||
Directors and Executive Officers as a Group (11 persons) |
4,284,112 | 313,966 | 11.44 | % |
(Certain footnotes appear on previous page.)
10 | Sang Hoon Kim served as Chairman and Chief Executive Officer of Tmecca.com, an on-line provider of professional books and magazines, from 2001 until he retired from this position in April 2006. |
11 | Includes 271,418 shares held by a trust of which Sang Hoon Kim is a trustee, and 6,812 shares held by other relatives of Mr. Kim, as to all of which shares Mr. Kim has shared voting and investment power pursuant to agreements with the record owners of the shares. Also includes 274,524 shares held by Mr. Kims wife as separate property, all of which are pledged, as to which shares Mr. Kim has shared voting and investment power. Mr. Kim also owns 388,972 shares directly. |
12 | Mr. Lee retired from this position in October 2010. |
13 | Mr. Cupp was appointed President and Chief Executive officer on January 6, 2011, to serve until the earlier of December 31, 2011 or the close of the pending merger with Nara Bancorp. Previously, he served as principal of Richard S. Cupp, Inc. Strategic and Management Consulting, specializing in community bank turnarounds and restructurings and advising private equity investors, from March 2009 to January 2011; as President and Chief Executive Officer of County Bank and of Capital Corp of the West (CCOW) in Merced, California from August 2008 to February 2009; and as founding President and Chief Executive Officer of 1st Century Bank in Los Angeles from 2002 to 2007. Mr. Cupp also served as a director of CCOW from August 2008 to April 2009, and of 1st Century Bank from 2002 to 2007. CCOW filed for bankruptcy protection in April 2009 after its banking subsidiary, County Bank, was closed by the banking regulators in April 2009. Mr. Cupp was appointed Chief Executive Officer of CCOW and County Bank in order to specifically address the significant capital, liquidity and regulatory issues faced by those institutions. He has 48 years of experience in commercial banking. Previously positions include key executive roles in large regional banks, CEO roles in numerous California mid-sized community and independent banks, and advisory and consulting engagements with boards and banks throughout the west. |
14 | Represents shares subject to a restricted stock award which will vest if and only if Mr. Cupp remains employed with the Company through the end of his term of employment. See ITEM 11EXECUTIVE COMPENSATIONEXECUTIVE OFFICER AND DIRECTOR COMPENSATIONEmployment Agreements below. |
15 | Prior to assuming these positions in February 2007, Ms. Pai served in private legal practice with Kim Pai & Associates in Pasadena, California since November 2006; and as acting General Counsel and Corporate Secretary of Nara Bancorp in Los Angeles from June 2005 to October 2006. |
16 | Includes 14,708 shares subject to a restricted stock award which will vest 50% on February 10, 2012 and 50% on February 10, 2013, subject to receipt of satisfactory annual performance reviews each year. Such shares will continue to be subject to restrictions on transfer even when fully vested as long as the Company continues to have shares of preferred stock outstanding to the U.S. Treasury Department in connection with the TARP Capital Purchase Program. |
17 | Prior to assuming these positions in August 2007, Mrs. Goo served as Senior Vice President and Chief Operations Officer of Hanmi Bank since October 2006; and as Senior Vice President and Operations Administrator of Hanmi Bank from May 2004 to September 2006. |
* | Less than 1% |
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Additional Information Concerning Board Diversity, Qualifications and Experience. As currently comprised, the Board of Directors is a group of individuals who are drawn from various market sectors and industry groups with a presence in the Companys niche markets. The Board considers diversity as one of many factors in evaluating the composition of the Board but has no set policy in this regard. Board members are individuals with knowledge and experience who serve and represent the communities we serve. Current board representation provides backgrounds in accounting, banking, internet marketing, retail and wholesale, transportation/trucking, importing, and home entertainment. The expertise of these individuals covers accounting and financial reporting, corporate management, strategic planning, business acquisitions, marketing, international operations, retail and small business operations. What follows is a brief description of the particular experience, attributes and qualifications of each member of the Companys Board of Directors that led to the conclusion that these individuals should serve as directors of the Company.
Jin Chul Jhung has served as a director of Center Bank for 13 years and of Center Financial since its formation in 2000, and has served as Chairman of the Board of both entities since 2009. He has owned and operated import and wholesale businesses in the United States for more than 33 years. Mr. Jhung also serves as Chairman or Director of various Korean American community organizations including as President of the Overseas Korean Traders Association, Chairman of the first and fifth World Korean Business Conventions, and as Director of the Centennial Committee of Korean Immigration to the United States. He has received numerous awards and commendations from many civic and governmental agencies such as the Export Industry Official Commendation from the Korea Industry and Commerce Minister. On December 8, 2010, Mr. Jhung was presented with a presidential merit award by the Korean government. Mr. Jhung received a B.S. degree in Business Administration from Korea University in Seoul, Korea, as well as an Honorary Doctoral degree from Dongseo University in Busan, Korea.
David Hong is one of the founding directors of Center Bank and Center Financial and has continuously served as a director of Center Bank for 26 years and of Center Financial for 11 years. He is currently retired. Mr. Hong owned and operated his own public accounting practice for 41 years. Mr. Hong has also served as Chairman of the Korea Merchant Marine University Alumni Association and Director of Korean Churches for Community Development (KCCD). He received a B.S. degree from Korea Merchant Marine University as well as a B.A. degree in Economics and Accounting from Baker University in Kansas. Mr. Hong also attended the University of California, Los Angeles for additional post-graduate studies.
Chang Hwi Kim has served as a director of Center Bank for 22 years and of Center Financial since its formation in 2000. He has owned and operated a home entertainment products business with 11 retail facilities throughout Southern California for the past 27 years. Prior to that, Mr. Kim served as the president of the U.S. subsidiary of a Korean conglomerate consisting of numerous manufacturing and insurance companies for seven years. His experience includes working in the planning and sales departments of a major electronics company in Korea. He received a B.S. degree in Journalism from Chung-Ang University in Seoul, Korea as well as a Masters of Business Administration from Pepperdine University in California.
Kevin S. Kim has served as a director of Center Financial and Center Bank for almost three years. He has been practicing law for 16 years, with focus in corporate and business transactions, business acquisitions, tax planning, and real estate transactions. Mr. Kim also is a certified public accountant and previously worked for approximately 10 years at two of the largest public accounting firms. He received a B.A. degree with a major in English and a minor in International Trade from Hankuk University in Seoul, Korea, a Masters in Business Administration with emphasis in accounting and finance from the University of California, Los Angeles, and a J.D. from Loyola Law School in California.
Peter Y. S. Kim has served as a director of Center Bank for 13 years and of Center Financial since its formation in 2000. He has owned and operated trucking transportation and warehousing businesses in the United States for 31 years. While sponsoring many scholarship programs in the Korean-American community in Los Angeles, he also serves as an advisory board member of the Korean Studies Institute of the University of Southern California. He received a B.S. degree in Business Administration from Sogang University in Seoul, Korea.
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Sang Hoon Kim is one of the founding directors of Center Bank and Center Financial and has continuously served as a director of Center Bank for 26 years and of Center Financial for 11 years. He served as Chairman and Chief Executive Officer of Tmecca.com, an on-line provider of professional books and magazines, from 2001 until he retired in 2006, and was active in various importing and manufacturing businesses in the Los Angeles area for nearly 40 years. Mr. Kim moved to the United States in 1967 and established Jaycee Co., an importer of wigs and other hair products, in 1970. In 1979, he established Protrend, Ltd., thereby entering the womens garment import and manufacturing industry, and pioneering the successful sale of these imported products to higher-end department stores. Mr. Kim then expanded into the mens garment import and manufacturing business in 1988 by establishing Greg and Peters, Inc., and after several decades of involvement in the wig and garment industries, he expanded into the online professional publication business referenced above, from which he retired in 2006. Mr. Kim received a B.S. degree in Economics from Korea University in Seoul, Korea.
Chung Hyun Lee is one of the founding directors of Center Bank and Center Financial and has continuously served as a director of Center Bank for 26 years and of Center Financial for 11 years. He has owned and operated cosmetics importing businesses in the United States for 35 years, and retired from his position as President of NuArt International, Inc. in October 2010. He received a B.S. degree in Industrial Engineering from Hanyang University in Seoul, Korea as well as a Masters in Industrial Engineering at the University of Southern California in California. Mr. Lee is active in the broader Korean American community in Southern California and currently serves as Director of the Overseas Korean Trade Association as well as Director of the Korean Chamber of Commerce in Los Angeles. He also has served in the past as Vice Chairman of the Korean Chamber of Commerce in Los Angeles, President of the South Bay Lions Club, Chairman of the Korean American Inter-Cultural Foundation, and Director of the Korean Federation of Los Angeles.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during and with respect to its 2010 fiscal year, no director, executive officer or beneficial owner of 10% or more of our common stock failed to file, on a timely basis, reports required during or with respect to 2010 by Section 16(a) of the Securities Exchange Act of 1934, as amended.
CODE OF ETHICS
General
We have adopted a Code of Ethics and Business Conduct (the Code of Ethics) which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics requires that our directors, officers and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Companys best interests. Under the terms of the Code of Ethics, directors, officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics. The Code of Ethics may be found on our web site, www.centerbank.com under Investor RelationsCorporate Governance. We intend to post notice of any waiver from, or amendment to, any provision of our Code of Ethics on this web site.
Procedures for Reporting Concerns about Accounting, Internal Accounting Controls or Auditing Matters
As a mechanism to encourage compliance with the Code of Ethics, we have established procedures for (i) receiving, retaining and addressing complaints received regarding accounting, internal accounting controls or auditing matters; (ii) allowing employees to anonymously report any problems they may detect with respect to such matters; and (iii) reporting any suspected violations of the Code or of law. The Code of Ethics also prohibits the Company from retaliating against any director, officer or employee who makes a good faith report of a suspected violation of the Code or of law (even if the report is mistaken), or against anyone who assists in the investigation of a reported violation.
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DIRECTOR NOMINATION PROCEDURES
There have been no material changes to the procedures by which shareholders may recommend nominees to the Board of Directors since the date of the Companys last proxy statement (April 30, 2010).
AUDIT COMMITTEE
General. The Board of Directors has, among others, a standing Audit Committee, of which director Kevin S. Kim is Chairman and all other non-employee directors (which is currently all directors) are members. All of the members of the Audit Committee are independent as defined by the rules of Nasdaq and the SEC, and no member of the Audit Committee, other than in his capacity as a member of the Board of Directors or the Audit Committee, may accept any consulting, advisory or other compensatory fee from the Company. Each Audit Committee member also meets Nasdaqs financial knowledge requirements and has substantial experience as the chief executive officer or equivalent of his respective business or profession. Two members of the audit committee have the requisite financial sophistication required for at least one member of the audit committee under the rules of Nasdaq. The Board of Directors has determined that Kevin S. Kim is an audit committee financial expert as defined under the SECs rules.
During the fiscal year ended December 31, 2010, the Audit Committee held a total of twelve meetings. The purpose of the Audit Committee is to monitor the quality and integrity of the Companys accounting, auditing, internal control and financial reporting practices. The Committee selects the Companys independent accountants, reviews the independence and performance of the independent accountants, and makes certain that the independent accountants have the necessary freedom and independence to freely examine all of the Companys records. Further, the Audit Committee pre-approves all audit and permissible non-audit services to be performed by the independent accountants, with certain de minimis exceptions. Prior to the public release of annual and quarterly financial information, the Committee discusses with Management and the independent accountants the results of the independent accountants audit or limited review procedures associated with this information. The Committee oversees internal audit activities, including reviewing the internal audit plan, discussing various internal audit issues with Management, reviewing and concurring in the appointment or replacement of the director of the internal audits, and confirming and assuring the objectivity of internal audits. The Audit Committee also has ultimate responsibility for determining matters of interpretation with respect to the audit and accounting related portions of our Code of Ethics, and for making all final decisions concerning any disciplinary actions relating to those portions of the Code.
Audit Committee Charter. The Board of Directors has adopted an Audit Committee charter, which outlines the purpose of the Audit Committee, delineates the membership requirements and addresses the key responsibilities of the Committee. The charter may be found on our web site, www.centerbank.com under Investor RelationsCorporate Governance.
Audit Committee Report. Our Audit Committee has reviewed and discussed with management our audited consolidated financial statements as of and for the year ended December 31, 2010. The committee has discussed with our independent public accountants, which are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with generally accepted accounting principles, the matters required to be discussed by Statement on Auditing Standards No. 114, including their judgments as to the quality of our financial reporting. The committee has received from the independent public accountants written disclosures and a letter as required by the Independence Standards Board, Standard No. 1, as amended, and discussed with the independent public accountants the firms independence from management and the Company. In considering the independence of our independent public accountants, the committee took into consideration the amount and nature of the fees paid the firm for non-audit services, as described on page 19 below. The Audit Committee also reviewed managements report on its assessment of the effectiveness of the Companys internal control over financial reporting and the independent registered public accounting firms report on the effectiveness of the Companys internal control over financial reporting.
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In reliance on the review and discussions described above, the Committee recommends to the Board of Directors that the year-end audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2010 for filing with the SEC.
Submitted by: | ||
Kevin S. Kim, Chairman | ||
David Z. Hong | Peter Y. S. Kim | |
Jin Chul Jhung | Sang Hoon Kim | |
Chang Hwi Kim | Chung Hyun Lee |
ITEM 11. | EXECUTIVE COMPENSATION |
COMPENSATION DISCUSSION AND ANALYSIS
General
This section addresses the Companys compensation programs, philosophy and objectives, including the process for making compensation decisions, the role of management in the design of such program, and the Companys 2010 executive compensation components. The discussion is intended to address the factors most relevant to understanding what our compensation programs are designed to reward, including the essential elements of compensation, why we choose to pay each element of compensation, how we determine the amount of each compensation element, and how each compensation element fits into our overall compensation objectives and affects decisions regarding other compensation elements.
Compensation Philosophy
The Companys executive compensation programs, including those for its banking subsidiary, Center Bank, are designed to attract and retain high quality executive officers that are critical to its long-term success. The Companys Board and management believe that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and to align the executives interests with those of the shareholders by rewarding performance based on the above established goals, with the ultimate goal of improving shareholder value.
Base compensation levels for the Named Executive Officers are established based on the officers roles and responsibilities, compensation of executives at comparable companies who perform similar duties, and prior year compensation. Bonus and equity compensation have historically been based on both corporate and individual performance objectives, which include asset and revenue growth, asset quality, identification of strategic opportunities, core earnings performance, regulatory compliance and personnel management. However, as discussed further below, the Companys ability to provide incentive compensation to certain employees has been severely limited due to the Companys participation in the U.S. Treasury Departments Capital Purchase Program portion of the Troubled Asset Relief Program (the CPP or the Capital Purchase Program).
Process for Making Compensation Decisions
Role of the Executive Officers. The Chief Executive Officer (the CEO), assisted by the Manager of Human Resources, conducts an annual performance evaluation process for each of the Named Executive Officers, other than himself. As part of each annual performance evaluation, he considers, among other key factors, (i) financial performance, (ii) the executives contribution to meeting the Companys overall goals, (iii) the executives performance of job responsibilities and achievement of individual and/or departmental objectives, and (iv) management and leadership skills, including effective communication, problem solving and business development.
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Based on this evaluation, the CEO determines recommendations for each such officer for salary adjustments, including merit increases, and annual incentive bonus amounts, if permissible, and submits such recommendations to the Compensation Committee for its approval. The majority of each Named Executive Officers incentive bonus payment has historically been determined by various performance-related factors, including the Companys financial performance relative to that years pre-tax earnings goal. The Compensation Committee historically reviewed the CEOs recommendations and could modify a recommended amount in its discretion. Recommendations by the CEO for the grant of stock awards to Named Executive Officers under the Companys equity compensation plan are also submitted to the Compensation Committee for approval at this time to assure that the committee considers the other elements of proposed compensation at the same time.
Role of the Compensation Committee. The Compensation Committee has responsibility for establishing, implementing and continually monitoring adherence with the Companys compensation philosophy. The Compensation Committees decisions are designed to ensure that the total compensation paid to the Named Executive Officers is fair, reasonable and competitive (generally, the types of compensation and benefits provided to the Named Executive Officers are similar to those of other officers of similar positions at comparable companies). The Compensation Committee is also responsible for (i) reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, (ii) evaluating the CEOs performance in light of these goals and objectives, and (iii) determining and approving any discretionary elements of the CEOs compensation, if permissible, based on this evaluation. Additionally, the Compensation Committee has reviewed compensation levels for the Named Executive Officers and has approved or modified the CEOs recommendations concerning annual salary increases, and bonuses, when permissible, for Named Executive Officers.
The Compensation Committee also periodically reviews the compensation levels of the Board of Directors. In its review, the Compensation Committee looks to ensure that the compensation is fair and reasonably commensurate to the amount of work required both from the individual directors and from the Board in the aggregate.
To achieve these goals and objectives, the Compensation Committee has sought to maintain an executive compensation program that is set at competitive levels relative to comparable public financial services institutions with comparable performance. The Compensation Committee has determined base compensation and targeted equity-based compensation for all Named Executive Officers.
Effect of the Companys Participation in the U.S. Treasury Departments Capital Purchase Program
On December 12, 2008, as part of the Capital Purchase Program, the Company sold 55,000 shares of Preferred Stock to the U.S. Treasury Department (the Treasury Department) at an aggregate purchase price of $55 million (the Treasury Preferred Stock), along with a warrant to purchase 864,780 shares of Common Stock (subsequently reduced to 432,390 shares due to the Companys successful capital raises in the fourth quarter of 2009) at an initial exercise price of $9.54 per share. As a result of this transaction, the Company became subject to certain executive compensation requirements under the Capital Purchase Program, the Emergency Economic Stabilization Act of 2008 (EESA), and related Treasury Department regulations. Those compensation requirements apply to the Companys Senior Executive Officers (SEOs), which for a public reporting company is generally identical to the Named Executive Officers disclosed in SEC filings, as well as to certain other employees.
The requirements may be summarized as follows:
| A prohibition on providing incentive compensation arrangements that encourage SEOs to take unnecessary or excessive risks; |
| The Compensation Committee must review incentive compensation arrangements for all employees with senior risk officers to ensure that employees are not encouraged to take such risks and must meet semi-annually with senior risk officers to discuss and review the relationship between risk management policies and practices and the employees incentive compensation arrangements; |
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| Recovery of any bonus or incentive compensation paid to an SEO and the next 20 most highly compensated employees where the payment was later found to have been based on statements of earnings, gains, or other criteria which prove to be materially inaccurate or based on any other materially inaccurate performance metric criteria; |
| Limits on the amounts that can be paid under change in control and similar agreements which provide payments upon separation of service; and |
| The Companys tax deduction for compensation paid to any SEO is limited to $500,000 annually. |
Effect of the American Reinvestment and Recovery Act of 2009
The American Recovery and Reinvestment Act of 2009 (the Stimulus Bill), enacted in February 2009, amended the executive compensation and corporate governance provisions of the EESA and contains expansive new restrictions on executive compensation for participants in the CPP.
Key features of the Stimulus Bill as applicable to the Company are as follows:
| A prohibition of the payment of any bonus, retention award, or incentive compensation to our five most highly compensation employees (based on annual compensation earned in the prior year) until the Treasury Preferred Stock has been redeemed. The prohibition does not apply to bonuses payable pursuant to employment agreements in effect prior to February 11, 2009; |
| Long-term restricted stock is excluded from this bonus prohibition, but only to the extent the value of the stock does not exceed one-third of the total amount of annual compensation of the employee receiving the stock, the stock does not fully vest until after the Treasury Preferred Stock has been redeemed, and any other conditions which the Treasury Department may specify have been met; |
| Prohibition on any payment to any SEO or any of the next five most highly-compensated employees upon termination of employment for any reason until after the Treasury Preferred Stock has been redeemed; |
| Recovery is required of any bonus or other incentive payment made on the basis of materially inaccurate financial or other performance criteria that is paid to the SEOs or any of the next 20 most highly compensated employees; |
| Prohibition on compensation plans that encourage earnings manipulation; |
| A requirement that the principal executive officer and principal financial officer provide a written certification of compliance with the executive compensation restrictions the Stimulus Bill in the Companys annual filings with the SEC; |
| Implementation of a Company-wide policy regarding excessive or luxury expenditures; and |
| The Treasury Department will review bonuses, retention awards, and other compensation paid to the SEOs and the next 20 most highly-compensated employees of each company receiving CPP funds before the Stimulus Bill was enacted, and to seek to negotiate with the recipient and affected employees for reimbursement if it finds any such payments were inconsistent with the CPP or otherwise in conflict with the public interest. |
Following the publication by the Treasury Department and the SEC of the rules implementing these new executive compensation restrictions on June 2, 2009, the Compensation Committee has considered and reviewed the impact of these new limits on the Companys executive compensation program.
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Objectives of Our Compensation Strategy
The Compensation Committee has followed certain fundamental objectives to ensure the effectiveness of the Companys compensation strategy. These objectives include the following:
Internal and External Fairness. The Compensation Committee recognizes the importance of perceived fairness of compensation practices both internally and externally. The Compensation Committee has evaluated the overall economic impact of the Companys compensation practices and, when and if the Committee deems necessary, will consult with independent outside consultants in the evaluation of contractual obligations and compensation levels.
Performance-Based Incentives. The Compensation Committee believes that the establishment of financial incentives for the Named Executive Officers who meet certain objectives is critical to providing proper motivation to the Named Executive Officers, and thereby assisting the Company in meeting its long-term growth and financial goals. Historically, the Committee established incentives for the Named Executive Officers other than the CEO, based on objectives and goals which served as guidelines only, and determined bonuses for those individuals on a discretionary basis, after taking into account both objective and subjective factors. However, due to the Companys participation in the CPP and the enactment of the Stimulus Bill, the Committee suspended the non-equity incentive arrangements for its Named Executive Officers (and any other employees subject to TARP bonus prohibitions) in 2010 for as long as the Company remains subject to these restrictions.
Shareholder Value and Long-Term Incentives. The Compensation Committee believes that the long-term success of the Company and its ability to consistently increase shareholder value is dependent on its ability to attract and retain skilled executives. The Companys compensation strategy engages equity-based compensation, specifically, restricted stock awards, as limited by the Treasury Department regulations discussed above, to align the interests of the Named Executive Officers with those of our shareholders.
Full Disclosure. The Compensation Committee seeks to provide full disclosure to the Board of Directors regarding compensation practices and issues, to ensure that all directors understand the implications of the Committees decisions. The Compensation Committee has reviewed the compensation practices of peers and considered the Named Executive Officers individual efforts and contributions to the Companys performance, and has also reviewed various subjective measures in determining the adequacy and appropriateness of the Named Executive Officers compensation. The Compensation Committee takes into account the performance of the Named Executive Officers as well as their longevity with the Company, and recognizes that competition among financial institutions for attracting and retaining senior management executives has become more intense in the past few years. The Compensation Committee takes such market considerations into account to ensure that the Company is providing appropriate long-term incentives to enable it to continue to attract new senior management executives and to retain the ones it already employs. The Committee also considers general economic conditions and the Companys past practices in making its compensation decisions.
Measures of Achieving Performance Objectives
The Compensation Committee has established various processes to assist it in ensuring that the Companys compensation program is achieving its objectives. Among these are:
Assessment of Company Performance. The Committee uses Company performance measures in two ways. In establishing total compensation ranges, the Committee considers various measures of Company and industry performance, including asset growth, earnings per share, return on assets, return on equity, total shareholder return and the effective execution of the Companys growth strategy. The Committee does not apply a specific formula or assign these performance measures designated relative weights. Instead, it makes a subjective determination after considering such measures collectively.
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Assessment of Individual Performance. Individual performance has a strong impact on the compensation of all employees, including the CEO and the other Named Executive Officers. The CEOs compensation in 2010 was governed by his employment contract, which is described below. For the other Named Executive Officers, the Committee receives a performance assessment and compensation recommendation from the CEO and also exercises its judgment based on the Boards interactions with the officer. As with the CEO, the performance evaluation of these executives is based on their contributions to the Companys performance and other leadership accomplishments.
Total Compensation Review. The Committee reviews each Named Executive Officers base pay and equity incentives annually. In addition to these primary compensation elements, the Committee reviews the perquisites that the Named Executive Officers are entitled to receive. Following the 2010 review, the Committee determined that these elements of compensation were reasonable in the aggregate.
Executive Compensation Components
For the fiscal year ended December 31, 2010, the principal components of compensation for Named Executive Officers were (i) base salary; (ii) equity incentives; and (iii) perquisites and other personal benefits. Of the Named Executive Officers who served during 2010, only Jae Whan Yoo, our former President and CEO, had a written employment agreement dated January 16, 2010, that governed the terms of his compensation in 2010. His employment agreement is described below under EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONEmployment Agreements. Our policies and practices for each of the principal compensation components are explained in the following paragraphs.
Base Salaries. Base salaries for our Named Executive Officers other than the CEO are dependent on the scope of their responsibilities, taking into account competitive market compensation paid by similar companies for comparable positions. Generally, we believe that executive base salaries should be targeted near the median range for executives in similar positions with similar responsibilities at comparable companies. Our Compensation Committee considers and approves our CEOs recommendations (after any modifications) concerning base salaries for these other Named Executive Officers, including merit increases. As part of this process, the Committee considers relevant market practices by reviewing the data on peer companies of similar size, growth potential and market area. The peer group consists of three publicly traded Korean-American bank holding companies headquartered in our market area (the Peer Group).1 Base salary adjustments are effective following the performance evaluation conducted annually for the Named Executive Officers other than the CEO. Base salaries, including merit increases, for the Named Executive Officers other than the CEO in 2010 were primarily based on our financial and overall performance in 2009, performance of the executive and the executives department(s) or division(s), and base salary levels in the Peer Group. Merit increases in base pay are designed to reward our Named Executive Officers for their job performance and to manage pay growth consistent with our stated compensation objectives.
The base salary for Mr. Yoo was set forth in his employment agreement (see EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONEmployment Agreements). In determining the base salary of our CEO when negotiating the terms of his employment agreement, the Committee reviewed the levels of such salaries at comparable financial institutions, and ultimately selected a base salary figure which approximated Mr. Yoos prior base salary plus his minimum guaranteed bonus under his prior contract.
The salaries for the Named Executive Officers are generally targeted to be near the median range for executives in comparable positions in the Peer Group. In 2010, Mr. Yoo recommended to the Committee, and the Committee accepted his recommendation, to increase the salary and to grant equity incentives to our Executive Vice President and Chief Credit Officer. The Committee also accepted Mr. Yoos recommendation to increase the salaries of two other Named Executive Officers in January 2010: our General Counsel and our Chief Operations Officer.
1 | The Peer Group consisted of the following three bank holding companies located in Los Angeles: Hanmi Financial Corporation, Nara Bancorp and Wilshire Bancorp. |
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Performance-Based Bonuses. The Compensation Committee historically awarded annual incentive bonuses to the Named Executive Officers other than the CEO after reviewing the Companys and each individuals performance for the past year. The incentive bonuses were intended to reward these individuals for favorable performance, and while not calculated on the achievement of itemized corporate performance targets in accordance with any numerical formula, were based in part on achievement of corporate performance factors including profitability, efficiency, growth, asset quality and liquidity. The Committee also considered subjective factors such as the safety and soundness of the organization, including credit quality, capital management, personnel management and regulatory compliance. However, due to the Companys participation in the CPP, performance-based bonuses to the Named Executive Officers were suspended and no such bonuses to these individuals were awarded for 2010. Since performance-based bonuses to the Named Executive Officers were suspended in 2010, no specific criteria for 2010 were established.
In compliance with the executive compensation provisions of the EESA, Mr. Yoos employment agreement dated January 16, 2010, did not provide for any annual incentive bonuses.
Equity Incentives
The Compensation Committee is responsible for granting equity compensation awards under our stock incentive plan to our Named Executive Officers, and grants such awards to further each of our stated compensation program objectives.
Consistent with our general philosophy of granting substantial equity awards upon the initial appointment of our Named Executive Officers, our Executive Vice President and General Counsel, our Executive Vice President and Chief Operations Officer, our former Chief Executive Officer and our former Chief Financial officer were each granted substantial stock options in 2007, on or shortly after their appointments. Details of these options are set forth below under EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONOutstanding Equity Awards at Fiscal Year-End. Due to the Companys participation in the CPP, current and future grants of stock options to the Named Executive Officers were suspended effective February 2009, and restricted stock awards are the only form of equity award being considered. Pursuant to his employment agreement dated January 16, 2010, our former Chief Executive Officer was also granted a restricted stock award covering 28,301 shares of common stock. Our Chief Credit Officer was also granted a restricted stock award covering 14,708 shares of common stock in February 2010. Details of these restricted stock awards are set forth below under EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONGrants of Plan-Based Awards. Our current Chief Executive Officer was also granted a restricted stock award upon his appointment in January 2011. See EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONEmployment Agreements below.
Perquisites and Other Personal Benefits
Consistent with the Companys compensation objectives, the Named Executive Officers are provided perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall compensation program and which keep us competitive in the marketplace. The Committee periodically reviews the level of perquisites and other personal benefits provided to the Named Executive Officers for suitability with our program objectives. The Named Executive Officers receive medical and life insurance benefits as well as 401(k) Plan matching employer contributions which are available to all employees. In addition, the Named Executive Officers receive automobile allowances or the use of automobiles, and gas and cellular telephone allowances or reimbursement; and the CEO and the Chief Credit Officer also receive golf club membership dues. The amounts of such benefits are included and explained in the Summary Compensation Table below (see EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONSummary Executive Compensation Information), with the exception of the medical and life insurance benefit amounts which are excluded in accordance with SEC rules.
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Risk Assessment Review
On August 25, 2010 and February 23, 2011, the Compensation Committee conducted its semi-annual compensation risk assessments. The Committee reviewed each employee compensation plan and the eligible employees for each plan. The compensation plans included: base salary, mid-year and year-end bonuses, performance incentive bonuses, stock options, restricted stock awards, SBA loan referral fees, SBA Department incentive payments, gas/auto/cell phone allowances, deposit incentive payments and teller incentive payments. The Committee and senior management reviewed and assigned a risk level to each compensation plan based on the plans potential for promoting unnecessary and excessive risk-taking. Most compensation plans had a low level of risk. For those compensation plans with moderate or higher risk levels, the Committee noted that management had implemented revisions to the structure of the compensation plan so as to mitigate the risk. The revisions included deferred payment of the SBA loan referral fees paid over a period of twelve months from the loan date contingent on the loan quality. Similarly, deposit incentive payments are deferred for three months and based on a three month average balance. This payment may be subject to clawback if any losses or charge-offs result from the deposit account.
Following the assessment, the Compensation Committee certified to various matters set forth above under [COMMITTEES OF THE BOARD]Compensation CommitteeCompensation Committee Report.
Conclusion
The Compensation Committee intends to continue to link executive compensation to corporate performance and shareholder return. We believe our executive compensation policies and programs serve the best interests of our Company and our shareholders. The various pay vehicles offered are balanced to compensate our executives for current performance and provide motivation for them to contribute to our overall future success, thereby enhancing the Companys value for the benefit of all our shareholders.
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EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Summary Executive Compensation Information
The following table sets forth certain summary compensation information with respect to our Named Executive Officers as defined in SEC regulations, for the fiscal year ended December 31, 2010:
Summary Compensation Table
Name and Principal Position |
Year |
Salary1 | Bonus2 | Non-Equity Incentive Plan Compensation2 |
Stock and Option Awards3 |
All
Other Compensation4 |
Total | |||||||||||||||||||
Lisa Kim Pai |
2010 | $ | 202,070 | | | | $ | 7,780 | $ | 209,850 | ||||||||||||||||
Executive Vice President |
2009 | 200,000 | | | | 11,583 | 211,583 | |||||||||||||||||||
General Counsel, Corporate Secretary and Chief Risk Officer |
2008 | 192,500 | $ | 5,700 | | | 20,125 | 218,325 | ||||||||||||||||||
Jason K. Kim |
2010 | $ | 159,183 | | | $ | 70,304 | $ | 17,309 | $ | 246,796 | |||||||||||||||
Senior Vice President |
2009 | 140,608 | | | | 20,924 | 161,532 | |||||||||||||||||||
and Chief Credit Officer |
2008 | 140,157 | $ | 4,215 | | | 27,342 | 171,714 | ||||||||||||||||||
Sook Kyong Goo | 2010 | $ | 152,038 | | | | $ | 7,689 | $ | 159,727 | ||||||||||||||||
Senior Vice President |
2009 | 150,000 | | | | 10,633 | 160,633 | |||||||||||||||||||
and Chief Operations Officer |
2008 | 150,000 | $ | 4,450 | | | 18,712 | 173,162 | ||||||||||||||||||
Douglas Goddard |
2010 | $ | 128,122 | 6 | | | $ | 4,025 | $ | 132,147 | ||||||||||||||||
Interim Chief Financial Officer5 |
||||||||||||||||||||||||||
Jae Whan Yoo |
2010 | $ | 302,074 | | | $ | 149,995 | $ | 15,980 | $ | 468,049 | |||||||||||||||
Former President and |
2009 | 257,906 | | | | 44,865 | 302,771 | |||||||||||||||||||
Chief Executive Officer |
2008 | 257,906 | | | | 51,503 | 309,409 | |||||||||||||||||||
Lonny D. Robinson |
2010 | $ | 102,902 | 7 | | | | $ | 3,108 | $ | 106,010 | |||||||||||||||
Former Executive Vice President |
2009 | 200,000 | | | | 8,333 | 208,333 | |||||||||||||||||||
and Chief Financial Officer |
2008 | 192,500 | $ | 5,700 | | | 11,478 | 209,678 |
1 | Includes portions of these individuals salaries, if applicable, which were deferred pursuant to the Companys 401(k) Plan (the 401(k) Plan). The 401(k) Plan permits all participants to contribute up to 15% of their annual compensation on a pre-tax basis (subject to a statutory maximum, which contributions vest immediately when made). Until May 1, 2009, the Companys policy was to match 75% of the employees contribution up to 4% of his or her compensation, and 25% of the employees contribution that exceeds 4% but is less than 8% of his or her compensation, which contributions become vested over a period of six years at the rate of 20% per year beginning at the end of the second year of completed employment. The Companys matching contributions were suspended as of May 1, 2009 but reinstated effective January 1, 2011. |
2 | Mr. Yoo was entitled to receive a non-equity incentive plan award of $40,000 for 2009 and 2008 based on his employment agreement, but declined to accept this incentive bonus in view of the financial crisis affecting the U.S. economy, the Companys performance, and the fact that the other Named Executive Officers did not receive performance-based bonuses for those years. (See COMPENSATION DISCUSSION AND ANALYSISPerformance-Based Bonuses). However, all of the Named Executive Officers, except for the CEO, received small mid-year and year-end bonuses in 2008 due to their participation in a Company-wide bonus program for all employees, which bonuses were awarded at the discretion of the Board of Directors. |
3 | Amounts in stock and option awards column represent the applicable full grant date fair values of restricted stock awards in accordance with FASB ASC Topic 718, excluding the effect of forfeitures. No options were granted in any of the years covered in the table. To facilitate year-to-year comparisons, the SEC regulations require companies to present recalculated disclosures for each preceding fiscal year required under the rules so that equity awards and stock options reflect the applicable full grant date fair values, excluding the effect of forfeitures. The total compensation column is recalculated accordingly. See Note 18 of the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2010 for information regarding assumptions underlying valuation of equity awards. |
4 | Figures in the All Other Compensation column include employer contributions to these individuals accounts pursuant to the 401(k) Plan, automobile allowances or depreciation expense, gas and cellular telephone allowances or reimbursement, nominal life insurance premiums, and golf club membership dues in the case of Messrs. Yoo and Kim. The depreciation expenses for the automobile supplied to Mr. Yoo were $31,987 and $31,987 in 2009 and 2008 respectively. All other amounts described in this footnote were less than $10,000 per individual per year. |
5 | Mr. Goddard is not an executive officer of Center Financial or Center Bank and is therefore not included in Identification of Directors and Executive Officers in Item 10 above. He is included in the compensation tables solely because he served as Interim Chief Financial Officer during a portion of 2010. |
6 | Represents compensation paid from June 9, 2010 (date of employment) through December 31, 2010. |
7 | Represents compensation paid from January 1, 2010 through May 20, 2010 (date of resignation). |
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Grants of Plan-Based Awards
The following table furnishes information regarding restricted stock awards (RSAs) granted to the Named Executive Officers in 2010, which were the only form of plan-based awards granted to the Named Executive Officers during 2010:
Name |
Grant Date | Number of
Shares Subject to RSAs |
Grant Date Fair Value of RSAs |
|||||||||
Lisa Kim Pai |
| | | |||||||||
Jason K. Kim |
02/10/10 | 14,708 | $ | 70,304 | ||||||||
Sook Kyong Goo |
| | | |||||||||
Douglas Goddard |
| | | |||||||||
Jae Whan Yoo |
01/15/10 | 28,301 | 1 | $ | 149,995 | |||||||
Lonny D. Robinson |
| | |
Outstanding Equity Awards at Fiscal Year-End2
The following table provides information with respect to outstanding stock options and unvested RSAs, which were the only form of equity awards held by the Named Executive Officers at December 31, 2010:
Option Awards | Stock Awards | |||||||||||||||||||||||
Name |
Number of Shares Underlying Unexercised Options Exercisable |
Number of Shares Underlying Unexercised Options Unexercisable |
Option Exercise Price |
Option Expiration Date |
Number of Shares of RSAs That Have Not Vested |
Market Value of RSAs That Have Not Vested |
||||||||||||||||||
Lisa Kim Pai |
30,000 | 20,000 | $ | 22.37 | 02/21/17 | | | |||||||||||||||||
Jason K. Kim |
4,320 | | $ | 5.00 | 03/15/12 | 14,708 | $ | 111,487 | ||||||||||||||||
8,640 | | 5.93 | 05/15/12 | |||||||||||||||||||||
1,800 | | 13.42 | 01/20/14 | |||||||||||||||||||||
4,000 | | 21.06 | 05/23/15 | |||||||||||||||||||||
12,000 | 8,000 | 17.00 | 06/07/17 | |||||||||||||||||||||
Sook Kyong Goo |
18,000 | 12,000 | $ | 14.82 | 08/13/17 | | | |||||||||||||||||
Douglas Goddard |
| | | | | | ||||||||||||||||||
Jae Whan Yoo |
100,000 | 3 | | $ | 22.14 | 02/14/17 | 28,301 | 1 | $ | 214,522 | ||||||||||||||
Lonny D. Robinson |
30,000 | 3 | 20,000 | 3 | $ | 17.06 | 05/09/17 | | |
1 | This award was forfeited on January 6, 2011. |
2 | Options listed in the table which are not fully vested will become vested at the rate of 20% per year commencing one year from the date of grant. Options are for terms of ten years and the exercise price per share is the closing price of the stock on the date of grant. Unvested options accelerate in the event of a change in control of the Company, and options terminate in the event of termination of employment, with the time period for exercise of the vested portion depending on the reason the service ceases. In the case of termination for cause, the options expire immediately. |
3 | Mr. Yoos and Mr. Robinsons options terminated unexercised on February 5, 2011 and June 19, 2010, respectively. |
Option Exercises and Stock Vested
No stock options were exercised by the Named Executive Officers during 2010 and no restricted stock awards were vested at December 31, 2010.
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Deferred Compensation
In May 2004 the Board of Directors approved the Companys Executive Deferred Compensation Plan, pursuant to which executive officers may elect to defer a portion of their annual compensation. The Deferred Compensation Plan is unfunded for tax purposes and for purposes of ERISA. The Named Executive Officers were all eligible to participate in the Executive Deferred Compensation Plan in 2010 but only two of them elected to participate. There are no employer contributions to the plan. The amounts to be deferred are selected initially by the participant and can generally be changed within 45 days before the beginning of the next plan year. Interest on the amounts deferred is credited monthly at the rate of 1% over the Wall Street Journal Prime Rate. The balance in the account is paid to the participant over a period of one year in twelve equal installments in the event of retirement, or in a lump sum within 30 days following earlier termination of employment, whether due to resignation, termination without cause, a change in control, or disability.
The following table sets forth information concerning the Executive Deferred Compensation Plan for the Named Executive Officers as of and for the fiscal year ended December 31, 2010:
Nonqualified Deferred Compensation
Name |
Executive Contributions in Last Fiscal Year |
Company Contributions in Last Fiscal Year |
Aggregate Earnings in Last Fiscal Year |
Aggregate Withdrawals/ Distributions |
Aggregate Balance at Last Fiscal Year-End |
|||||||||||||||
Lisa Kim Pai |
| | | | | |||||||||||||||
Jason K. Kim |
$ | 25,796 | | $ | 1,702 | | $ | 27,499 | ||||||||||||
Sook Kyong Goo |
$ | 36,000 | | $ | 4,094 | | $ | 40,094 | ||||||||||||
Douglas Goddard |
| | | | | |||||||||||||||
Jae Whan Yoo |
| | | | | |||||||||||||||
Lonny D. Robinson |
| | | | |
Potential Payments Upon Termination or Change in Control
Assuming that a termination of employment had occurred on December 31, 2010 for reasons other than a change in control, none of the Named Executive Officers would have been entitled to any severance or other benefits. The benefits which would have been triggered in the event of a change in control would have consisted solely of acceleration of unvested stock options and unvested RSAs. If a change in control had occurred on December 31, 2010, all of the Named Executive Officers would have been entitled to exercise their unvested options as of that date, but no unvested options had any value on that date. As of December 31, 2010, Messrs. Kim and Yoo held unvested RSAs with market values of $111,487 and $214,522, respectively, which would have become vested in the event of a change in control. Mr. Yoos unvested RSA has subsequently been forfeited and Mr. Kims unvested RSA remains outstanding.
Employment Agreements
On January 6, 2011, Center Financial and Center Bank entered into an at-will employment letter agreement with Richard S. Cupp in connection with his appointment as Chief Executive Officer and President of the Company and the Bank (the Letter Agreement). Pursuant to the Letter Agreement, Mr. Cupp will serve in these capacities until the earlier of December 31, 2011 or the close of the pending merger with Nara Bancorp (the Term). The Letter Agreement calls for a base salary at an annual rate of $300,000 during the Term and customary employee benefits and perquisites which the Company generally makes available to its executive officers.
Pursuant to the Letter Agreement, Mr. Cupp will also receive a cash bonus of $30,000 if he remains employed through the end of the Term and his employment is not terminated by him or by reason of his death or disability. In addition, the Company has granted Mr. Cupp an RSA covering 3,979 shares of common stock at
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$7.54 per share with an aggregate award value of $30,000 effective as of January 6, 2011. Such RSA shall vest if and only if Mr. Cupp remains employed with the Company through the end of the Term and his employment is not terminated by him or by reason of his death or disability.
Effective January 16, 2010, the Company and Center Bank entered into a three year employment agreement with Jae Whan Yoo, as President and Chief Executive Officer, to replace his previous employment agreement which was scheduled to expire on January 17, 2010. This employment agreement was terminated on January 6, 2011. The employment agreement specified an annual base salary of $300,000 for the first year of the contract term, with annual increases thereafter based on increases in the applicable Consumer Price Index, not to exceed 7% per year. Mr. Yoo was also entitled to the use of a Company-owned automobile, medical and life insurance benefits, reimbursement for business expenses, and payment of country club membership expenses. In addition, pursuant to his employment agreement, on January 15, 2010, Mr. Yoo was granted restricted stock awards described above under Grants of Plan-Based Awards, which awards have subsequently been forfeited due to Mr. Yoos termination.
Compensation of Directors
The Chairman of the Board receives $5,100 per month, the chairmen of the various Board committees receive $4,500 per month, and the other non-employee directors receive $3,500 per month, for their membership on the Board and attendance at Board and committee meetings. The non-employee directors also receive certain medical and dental benefits in excess of those provided to all employees. Specifically, each such director receives full medical and dental coverage (including dependent coverage) at no cost, compared to employees, who must pay between $50 and $160 per month depending on the type of coverage selected. Three directors and their dependents receive reimbursement of Medicare premiums and supplemental insurance premiums in lieu of medical benefits. These reimbursements are at similar levels as the medical benefits provided to other directors.
In May 2004, each of the non-employee directors became a participant in the Banks Director Survivor Income Plan, which provides for a payment to each directors chosen beneficiary in the amount of $200,000. The Bank, in return, has purchased whole life insurance policies insuring the life of each director in amounts which exceed the benefits payable to such beneficiaries. The Bank is the beneficiary of each of the insurance policies.
No stock options were exercised by, and no restricted stock awards were granted to, the non-employee directors during 2010. As of December 31, 2010, director Kevin S. Kim held a stock option covering 25,000 shares of authorized but unissued common stock at an exercise price of $ 4.79 per share, with an expiration date in February 2019, and each of the remaining non-employee directors held a stock option covering 30,000 shares of authorized but unissued common stock, at an exercise price of $17.23 per share, with an expiration date of June 4, 2017. As of December 31, 2010, Kevin Kims stock option was vested as to one-third of such shares, and the stock options held by all other non-employee directors were fully vested. Information concerning stock options held as of December 31, 2010 by Jae Whan Yoo, who is also a Named Executive Officer, is set forth above under Outstanding Equity Awards at Fiscal Year-End.
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The table below summarizes the compensation paid to the non-employee directors for the year ended December 31, 2010. Compensation paid to Jae Whan Yoo, the only director in 2010 who was also a Named Executive Officer, is set forth above in the various sections above concerning compensation paid to the Named Executive Officers.
Director Summary Compensation Table
Name |
Fees Earned or Paid in Cash1 |
Option Awards |
All
Other Compensation2 |
Total | ||||||||||||
David Z. Hong |
$ | 54,900 | | $ | 16,334 | $ | 71,234 | |||||||||
Jin Chul Jhung |
62,100 | | 14,724 | 76,824 | ||||||||||||
Chang Hwi Kim |
54,900 | | 14,724 | 69,624 | ||||||||||||
Kevin S. Kim |
54,900 | | 21,552 | 76,452 | ||||||||||||
Peter Y. S. Kim |
54,900 | | 21,552 | 76,452 | ||||||||||||
Sang Hoon Kim |
54,900 | | 14,150 | 69,050 | ||||||||||||
Chung Hyun Lee |
54,900 | | 8,740 | 63,640 |
In February 2011, the Board approved the payment of additional special director compensation to two of its board members as consideration for the additional duties being performed by such directors in connection with the proposed merger with Nara Bancorp. Specifically, Kevin Kim, an independent director, served as lead negotiator at the request of the Board during the negotiations with Nara leading up to the execution of the merger agreement on December 9, 2010. In consideration of Kevin Kims services in supervising the merger negotiations, the Board approved the payment to Kevin Kim of an additional board fee of $30,000.
In addition, following the execution of the merger agreement, the Board appointed Kevin Kim to take a lead role in overseeing the management and direction of the Company and of Center Bank (the Bank) pending the consummation of the merger. Kevin Kims additional director duties include overseeing and supervising managements efforts to maintain the integrity of the Banks business operations and current work force pending completion of the merger, facilitating an orderly transition to Richard Cupps tenure as Chief Executive Officer , and addressing merger issues and otherwise preparing for consummation of the merger. Kevin Kim has performed these roles at the request of the Board since the election of Richard Cupp as Chief Executive Officer and President on January 6, 2011. In consideration of Kevin Kims additional services as a lead director, the Board granted restricted stock awards to Mr. Kim covering 10,000 shares of common stock on February 28, 2011, an additional 5,000 shares on March 31, 2011, and an additional 5,000 shares on April 13, 2011, all of which shares vested immediately upon grant.
Following the execution of the merger agreement, the Board also appointed Kevin Kim and Chang Hwi Kim, another independent director, as representatives to serve on a Joint Consolidation Committee with representatives of Nara Bancorp. The committee, which includes two members from the Nara Bancorp board, has the responsibility of addressing consolidation and integration issues in connection with the consummation of the holding company merger and the bank merger, including integration of the operations, business and management of the two companies. At the February 2011 board meeting, the Board approved the payment of additional compensation of $2,000 per month to each of the delegates of the Companys Board serving on the Joint Consolidation Committee, starting from January 2011.
1 | Includes a year-end bonus of $900. |
2 | Consists entirely of premiums for medical and dental insurance or equivalent reimbursements (see narrative description preceding table). |
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COMPENSATION COMMITTEE
The Board also has a standing Personnel and Compensation Committee (the Compensation Committee), of which director Chang Hwi Kim is Chairman and all other non-employee directors (which is currently all directors) are members. The Compensation Committee met nine times during 2010. All of the members of the Compensation Committee are independent directors under the Nasdaq rules. The primary functions of this committee are to (i) establish, implement and continually monitor adherence with the Companys compensation philosophy; (ii) review and approve the corporate goals and objectives relevant to the compensation of our CEO, evaluate the CEOs performance in light of these goals and objectives, and determine and approve any discretionary elements of the CEOs compensation based on this evaluation; (iii) annually approve the compensation arrangements for senior officers (i.e., executive officers and other officers with the title of Executive Vice President or above) and approve or modify the CEOs recommendations concerning annual bonuses, salary increases and any other compensation for such officers; (iv) review and approve the selection, retention and/or termination of any such officers; (v) monitor compensation trends, solicit independent advice where appropriate, and ensure that executive compensation plans are sufficient to attract and retain high quality executives; (vi) annually review the compensation paid to non-employee directors and make recommendations to the Board regarding such compensation, provided that no member of the Committee may act to fix his or her own compensation except for uniform compensation paid to directors for their services as a director; (vii) review executive officer compensation for compliance with applicable laws and regulations; (viii) during the period of the Companys participation in the U.S. Treasury Departments Capital Purchase Program (see discussion in COMPENSATION DISCUSSION AND ANALYSIS), taking necessary actions to comply with any applicable compensation-related restrictions and requirements related to the Capital Purchase Program, including, without limitation, conducting, in consultation with the Companys senior risk officers, the required semi-annual review of the Companys incentive compensation arrangements for senior executive officers (generally the same as the Companys Named Executive Officers) and other employees and making reasonable efforts to ensure that such arrangements do not encourage such officers or employees to take unnecessary or excessive risks that threaten the value of the Company; (ix) consider and make recommendations to the Board of Directors concerning the Companys equity-based compensation plans, including any proposed new plans or changes to existing plans; (x) to the extent authorized by the Board, administer and implement such plans, including, but not limited to approving equity awards to the Companys Named Executive Officers; (xi) review and approve any renewals of the CEOs employment contract and set his compensation levels for such contract based on market peer banks comparable compensation and other relevant factors at the time of renewal; (xii) annually approve bonuses for all employees; (xiii) review and approve any employment agreements, salary continuation agreements or other contractual arrangements with any officers; (xiv) produce an annual report on executive compensation, and review and approve the Compensation Discussion and Analysis appearing in the Proxy Statement, which report shall include a certification that the Compensation Committee has completed the risk assessment requirements related to the Capital Purchase Program during the period of the Companys participation in this program; and (xv) review and make recommendations to the Board concerning personnel policies and any similar documents relating to personnel matters which require Board approval.
Compensation Committee Charter. The Board of Directors has adopted a Compensation Committee charter, which outlines the purpose of the Compensation Committee, delineates the membership requirements and addresses the key responsibilities of the Committee. The charter may be found on our web site, www.centerbank.com under Investor RelationsCorporate Governance.
Compensation Committee Interlocks and Insider Participation in Compensation Decisions. The persons named in the report below were the only persons who served on the Compensation Committee during the fiscal year ended December 31, 2010. None of these individuals has ever been an officer or employee of Center Financial Corporation or any of its subsidiaries. None of our executive officers serves as a member of the Board of Directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee.
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Compensation Committee Report. In performing its oversight role, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Companys Proxy Statement and in this Form 10-K/A for filing with the Securities and Exchange Commission.
The Compensation Committee has concluded, through a comprehensive risk assessment, that the compensation programs and practices at the Company do not encourage employees, including the named executive officers, to take unnecessary and excessive risks that would threaten the value of the Company. The risk assessment included various discussions, review and evaluation of the Companys compensation plans and practices.
The Compensation Committee certifies that: (i) it has reviewed with senior risk officers the senior executive officer compensation plans and has made all reasonable efforts to ensure that these plans do not encourage senior executive officers to take unnecessary and excessive risks that threaten the value of the Company; (ii) it has reviewed with senior risk officers the employee compensation plans and has made all reasonable efforts to limit any unnecessary risks these plans pose to the Company; and (iii) it has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any employee.
During the fiscal year ended December 31, 2010, the Compensation Committee did not engage a compensation consultant.
Submitted by the Compensation Committee of the Board of Directors.
Chang Hwi Kim, Chairman | ||
David Z. Hong | Peter Y. S. Kim | |
Jin Chul Jhung | Sang Hoon Kim | |
Kevin S. Kim | Chung Hyun Lee |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information as of December 31, 2010, with respect to stock options and restricted stock awards outstanding and available under our 2006 Stock Incentive Plan, as amended, which is our only equity compensation plan other than an employee benefit plan meeting the qualification requirements of Section 401(a) of the Internal Revenue Code:
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants or Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants or Rights |
Number of Securities Remaining Available for Future Issuance |
|||||||||
Equity compensation plans approved by security holders |
571,777 | $ | 17.30 | 2,255,179 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management knows of no person who owned beneficially more than 5% of the outstanding common stock of the Company as of April 25, 2011, except for Wellington Management Company, LLP (Wellington Management) and Fidelity Management & Research Company (Fidelity). Information concerning the stock ownership of the Companys executive officers and directors is set forth in Item 10 above under Identification of Directors and Executive Officers. The following table furnishes information concerning Wellington Management and Fidelity:
Title of Class |
Name and Address of Beneficial Owner |
Amount and Nature of Beneficial Ownership |
Percent of Class |
|||||||
Common Stock |
Wellington Management Company, LLP 280 Congress Street Boston, Massachusetts 02110 |
3,587,998 | 1 | 8.99 | % | |||||
Common Stock |
Fidelity Management & Research Company 82 Devonshire Street Boston, Massachusetts 02109 |
3,583,781 | 2 | 8.98 | % |
1 | Based solely on a Schedule 13G as of December 31, 2010, filed with the SEC on February 14, 2011 by Wellington Management, a registered investment adviser under the Investment Advisers Act of 1940. Wellington Management, in its capacity as an investment adviser, may be deemed to have beneficial ownership of 3,587,998 shares of common stock that are owned by its investment advisory clients, none of which is known to have such interest with respect to more than 5% of the class of shares. Wellington Management has shared voting authority over 3,487,965 shares and shared dispositive power over 3,587,998 shares. |
2 | Based solely on a Schedule 13G as of December 31, 2010, filed with the SEC on February 14, 2011 by FMR LLC, a registered investment adviser under the Investment Advisers Act of 1940. Fidelity, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act of 1940, is the beneficial owner of 3,583,781 shares of common stock as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. |
The ownership of one investment company, Fidelity Low-Priced Stock Fund, amounted to 2,185,331 shares or 5.477% of the Common Stock outstanding. Fidelity Low Priced Stock Fund has its principal business office at 82 Devonshire Street, Boston, Massachusetts 02109. |
Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 3,583,781 shares owned by the Funds. |
Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. |
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds Boards of Trustees. |
Pyramis Global Advisors, LLC (PGALLC), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 180,000 shares or 0.451% of the outstanding Common Stock of Center Financial Corporation as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. |
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Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 180,000 shares and sole power to vote or to direct the voting of 180,000 shares of Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
RELATED PARTY TRANSACTIONS
Certain of the Companys executive officers and directors and the companies with which they are associated have been customers of, and have had banking transactions with Center Bank in the ordinary course of the Banks business since January 1, 2010, and the Bank expects to continue to have such banking transactions in the future. All loans and commitments to lend included in such transactions were made in the ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons not related to the lender, and in the opinion of the Board of Directors, did not involve more than the normal risk of collectibility or present any other unfavorable features.
DIRECTOR INDEPENDENCE
The overwhelming majority of the members of our Board of Directors have historically been independent, and our Audit, Compensation, and Nomination and Governance Committees are comprised solely of independent directors in accordance with applicable SEC and Nasdaq requirements. The Board has determined that all of its current directors are independent as that term is defined by Nasdaq rules.
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES |
Fees
The aggregate fees billed by KPMG LLP, the Companys independent registered public accounting firm, for the fiscal year ended December 31, 2010, and by Grant Thornton LLP, the Companys independent registered public accounting firm, for the fiscal year ended December 31, 2009 were as follows:
2010 | 2009 | |||||||
Audit fees |
$ | 711,562 | $ | 628,124 | ||||
Audit related fees |
| | ||||||
Tax fees |
| | ||||||
All other fees |
| | ||||||
Total |
$ | 711,562 | $ | 628,124 |
None of the fees paid to KPMG LLP for 2010 or to Grant Thornton LLP for 2009 were paid under the de minimis safe harbor exception from Audit Committee pre-approval requirements.
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ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K |
(a) Exhibits
Exhibit No. |
Description | |||
2.1 | Agreement and Plan of Merger dated as of December 9, 2010, between Nara Bancorp, Inc. and Center Financial Corporation1 | |||
3.1 | Restated Articles of Incorporation of Center Financial Corporation2 | |||
3.2 | Amended and Restated Bylaws of Center Financial Corporation3 | |||
3.3 | Amendment to Bylaws of Center Financial Corporation4 | |||
3.4 | Amendment to Articles of Incorporation of Center Financial Corporation5 | |||
4.1 | Certificate of Determination for Series A Preferred Stock of Center Financial Corporation4 | |||
10.1 | Employment Letter Agreement between Center Financial Corporation and Richard S. Cupp effective January 6, 20116 | |||
10.2 | 2006 Stock Incentive Plan, as Amended and Restated June 13, 20077 | |||
10.3 | Lease for Corporate Headquarters Office8 | |||
10.4 | Indenture dated as of December 30, 2003 between Wells Fargo Bank, National Association, as Trustee, and Center Financial Corporation, as Issuer9 | |||
10.5 | Amended and Restated Declaration of Trust of Center Capital Trust I, dated as of December 30, 20039 | |||
10.6 | Guarantee Agreement between Center Financial and Wells Fargo Bank, National Association dated as of December 30, 20039 | |||
10.7 | Deferred compensation plan and list of participants10 | |||
10.8 | Split dollar plan and list of participants10 | |||
10.9 | Survivor income plan and list of participants10 | |||
10.10 | Warrant to Purchase Common Stock4 | |||
10.11 | Letter Agreement, dated as of December 12, 2008, including the Securities Purchase AgreementStandard Terms incorporated by reference therein, between Center Financial Corporation and the United States Department of the Treasury4 | |||
11 | Statement of Computation of Per Share Earnings (included in Note 19 to Consolidated Financial Statements included with the Original Filing) | |||
12.1 | Computation of Ratio of Earnings to Fixed Charges11 | |||
21 | Subsidiaries of Registrant12 | |||
23.1 | Consent of KPMG LLP11 | |||
23.2 | Consent of Grant Thornton LLP11 | |||
31.1 | Certification of Principal Executive Officer (Section 302 Certification) | |||
31.2 | Certification of Principal Financial Officer (Section 302 Certification) | |||
32 | Certification of Periodic Financial Report (Section 906 Certification) | |||
99.1 | Certification of Principal Executive Officer and Principal Financial Officer (pursuant to Section 111 of EESA)11 |
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1 | Filed as an Exhibit to the Form 8-K filed with the Commission on December 10, 2010 and incorporated herein by reference. |
2 | Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended June 30, 2008 and incorporated herein by reference. |
3 | Filed as an Exhibit to the Form 8-K filed with the SEC on May 12, 2006 and incorporated herein by reference. |
4 | Filed as an Exhibit to the Form 8-K filed with the SEC on December 16, 2008 and incorporated herein by reference. |
5 | Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended March 31, 2010 and incorporated herein by reference. |
6 | Filed as an Exhibit to the Form 8-K filed with the SEC on January 7, 2011 and incorporated herein by reference. |
7 | Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended June 30, 2007 and incorporated herein by reference. |
8 | Filed as an Exhibit of the same number to the Companys Registration Statement on Form S-4 filed with the SEC on June 14, 2002 and incorporated herein by reference. |
9 | Filed as an Exhibit of the same number to the Form 10-K for the fiscal year ended December 31, 2003 and incorporated herein by reference. |
10 | Filed as an Exhibit of the same number to the Form 10-Q for the quarterly period ended March 31, 2006 and incorporated herein by reference. |
11 | Filed as an exhibit of the same number to the Original Filing. |
12 | Filed as an Exhibit of the same number to the Form 10-K for the fiscal year ended December 31, 2007 and incorporated herein by reference. |
(b) Financial Statement Schedules
Schedules to the financial statements are omitted because the required information is not applicable or because the required information is presented in the Companys Consolidated Financial Statements or related notes.
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Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: April 29, 2011 | CENTER FINANCIAL CORPORATION | |||||||
a California Corporation | ||||||||
By: | /s/ RICHARD S. CUPP | |||||||
Richard S. Cupp | ||||||||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ RICHARD S. CUPP Richard S. Cupp |
President and Chief Executive Officer (Principal Executive Officer) |
April 29, 2011 | ||
/s/ JIN CHUL JHUNG Jin Chul Jhung |
Chairman of the Board |
April 29, 2011 | ||
/s/ DAVID Z. HONG David Z. Hong |
Director |
April 29, 2011 | ||
/s/ CHANG HWI KIM Chang Hwi Kim |
Director |
April 29, 2011 | ||
/s/ KEVIN S. KIM Kevin S. Kim |
Director |
April 29, 2011 | ||
/s/ PETER Y. S. KIM Peter Y. S. Kim |
Director |
April 29, 2011 | ||
/s/ SANG HOON KIM Sang Hoon Kim |
Director |
April 29 2011 | ||
/s/ CHUNG HYUN LEE Chung Hyun Lee |
Director |
April 29, 2011 | ||
/s/ HWA KYUNG KIM Hwa Kyung Kim |
Vice President and Controller (Principal Financial Officer and Principal Accounting Officer) |
April 29, 2011 |
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