-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KSHqFbNxG8JVzLp3gbngWDgJpOSifl3pj9m2YwWoimf6mgKwHdcXe+ruHibuoOOB Wrau/9cZ6GG0f1uR3RKykw== 0000351710-98-000002.txt : 19980325 0000351710-98-000002.hdr.sgml : 19980325 ACCESSION NUMBER: 0000351710-98-000002 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980319 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980324 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GBC BANCORP CENTRAL INDEX KEY: 0000351710 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953586596 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-10731 FILM NUMBER: 98571977 BUSINESS ADDRESS: STREET 1: 800 W. 6TH STREET STREET 2: 15TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90017 BUSINESS PHONE: 2139724172 MAIL ADDRESS: STREET 1: 800 W. 6TH ST STREET 2: 15TH FL CITY: LOS ANGELES STATE: CA ZIP: 90017 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K (AMENDMENT) CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) - February 19, 1998 (Amended March 19, 1998) GBC BANCORP ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-16213 95-3586596 - ------------------------- ---------------- ------------------ (State or other juris- (Commission File (IRS Employer diction of incorporation) Number) Identification No.) 800 West 6th Street, Los Angeles, CA 90017 ---------------------------------------- ---------- (Address or principal executive offices) (Zip Code) Registrant's telephone number, including area code: (213) 972-4172 -------------- N/A ------------------------------------------------------------- (Former name or former address, if changed since last report) The Form 8-K dated February 19, 1998 previously filed by GBC BANCORP is hereby amended as set forth below: Item 5. Other Events The employment agreement referred to in Item 5, a copy of which was filed as an exhibit to said Form 8-K report, has been amended by an Amendment to Employment Agreement dated March 19, 1998, a copy of which Amendment to Employment Agreement is filed herewith as exhibit. Item 7. Financial Statements and Exhibits (c) Exhibits. (10.1) Amendment to Employment Agreement dated March 19, 1998 between the registrant and Li-Pei Wu. Except as set forth hereinabove, the information previously furnished to the Commission pursuant to the registrant's Current Report on Form 8-K dated February 19, 1998 remains true and correct as of this date. S I G N A T U R E S Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: March 23, 1998 GBC BANCORP (registrant) By:s/Li-Pei Wu ------------------- LI-PEI WU, Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit No. - ----------- 10.1 Amendment to Employment Agreement dated March 19, 1998 (effective as of January 1, 1998) between the registrant and Li-Pei Wu EX-10.1 2 AMENDMENT TO EMPLOYMENT AGREEMENT That certain Employment Agreement by and between GBC Bancorp, General Bank and Li-Pei Wu dated February 19, 1998 ("Employment Agreement") is hereby amended, effective as of January 1, 1998, in the following particulars only: Paragraph 2.4 of the Employment Agreement and Exhibit "A" to the Employment Agreement are hereby amended in their entirety to read as follows: "2.4 Stock Option: Executive's Non-Qualified Stock Option Agreement dated December 19, 1991 and Contingency Stock Option Agreement dated July 8, 1988 shall remain in full force and effect under this Agreement as fully as though the Prior Agreement were still in full force and effect. Subject to the approval of the shareholders of GBC of a new stock option plan to be adopted by GBC in 1999, GBC hereby agrees to grant Executive, on December 19, 2001, a nonqualified stock option under the foregoing plan to purchase such number of shares of GBC common stock at the price and on such conditions as set forth in a summary of material terms, a copy of which is attached hereto as Exhibit "A". The Board of GBC further agrees to unanimously recommend the new stock option plan to the shareholders of GBC at the annual meeting of shareholders in 1999. In the event that such plan is not approved by the shareholders of GBC at such time, this Paragraph 2.4 shall be deemed to be null and void ab initio." Exhibit "B" to the Employment Agreement is hereby deleted and Paragraph 2.5 of the Employment Agreement is amended in its entirety to read as follows: "2.5 Stock Retention Program: Commencing with the fiscal year ending December 31, 1999, Executive may elect, in his sole discretion, to receive up to one-half (1/2) of his incentive compensation payable pursuant to Paragraph 2.2 hereof for any fiscal year in shares of GBC common stock. In such event, Executive shall be entitled to receive shares of GBC common stock equal in value, determined as of the date of Executive's election ("Election Date"), to the one- half (1/2) portion of the cash award for which Executive has elected to receive GBC common stock and which otherwise would have been payable in cash to Executive. In addition and without regard to the maximum dollar limitation provided in subparagraph 2.2c. hereof, Executive shall also be awarded a vested, deferred contractual right to receive on the second (2nd) anniversary of the Election Date (which right in the event of Executive's death shall inure to the benefit of his heirs) additional such shares in an amount equal in value to fifty percent (50%) in value, determined as of the Election Date, of the portion of the cash award for which Executive has chosen to receive GBC common stock (plus an additional number of such shares in an amount equal in value, determined on the date of such deferred stock grant, to the value of the dividends that would have been paid during the two-year deferral period on such additional shares had they been granted on the Election Date). GBC shall award to Executive each fiscal year during the initial three (3) years of his employment hereunder, a vested, deferred contractual right to receive one (1) share of GBC common stock for every twenty (20) (i) shares of GBC common stock, acquired by Executive solely through exercise of his Non-Qualified Stock Option and/or pursuant to this Paragraph 2.5 (but excluding shares acquired under Executive's Contingency Stock Option and shares for which Executive has a vested, deferred contractual right to receive pursuant to this Paragraph 2.5) and/or (ii) vested option shares under Executive's Non-Qualified Stock Option (even though not yet exercised by Executive), which Executive holds during the full term of such year. The total of such shares to be received by Executive pursuant to the immediately preceding sentence, shall not, in the aggregate, exceed 50,000. An equitable adjustment to the foregoing 50,000 limit and/or any award of a contractual right pursuant to this Paragraph 2.5 to receive additional shares of GBC common stock shall be made by the Board of GBC upon changes in GBC common stock through a reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise. Executive (or his heirs in the event of Executive's death) shall be granted such additional shares on the fifth (5th) anniversary of the first (1st) day of January following the year with respect to which the contractual right to receive the additional shares is awarded (plus an additional number of such shares in an amount equal in value, determined on the date of such deferred stock grant, to the value of dividends, if any, that would have been paid on the additional shares during the five (5)-year deferral period). Subject to the requirement for advance shareholder approval provided in Paragraph 20 hereof, any award hereunder to Executive of a contractual right to receive additional shares of GBC common stock shall constitute an unconditional obligation of GBC to Executive." The final sentence of Paragraph 9.4 of the Employment Agreement is amended in its entirety to read as follows: "In the event of Executive's failure to comply with the foregoing noncompetition covenant, the option granted to Executive pursuant to Paragraph 2.4 (as modified by this Amendment) hereof (or if not yet granted, Executive's right to receive such option), to the extent not yet exercised by Executive, shall immediately expire and terminate on the date of Executive's failure to so comply and Executive shall no longer be entitled to the retirement benefit (to the extent not yet paid to Executive) and the continued use of an office and automobile, as provided in this Paragraph 9. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth below. "EXECUTIVE" GBC BANCORP s/Li-Pei Wu By: s/ Peter Wu ------------- ------------ Date: 03-19-1998 Date: 03-19-1998 ---------- ---------- GENERAL BANK By: s/Peter Wu ----------- Date: 03-19-1998 ---------- EXHIBIT "A" Summary of Material Terms of Nonqualified Stock Option to be Granted Pursuant to Paragraph 2.4 Grant Date: December 19, 2001; provided that Mr. Li-Pei Wu continues in the employ of GBC Bancorp through such date. Number of Option Shares: Equal to the aggregate of the number of shares of GBC Bancorp common stock as are (i) covered by the unexercised portion of Mr. Wu's December 19, 1991 Non-Qualified Stock Option as of December 31, 2000 and/or (ii) acquired upon exercise of such Option and held by Mr. Wu through December 31, 2000. The maximum number of option shares that may be granted will not exceed 240,000. Per Share Option Price: Equal to per share fair market value of GBC Bancorp common stock on Grant Date. Expiration Date: December 31, 2007 Vesting: Full and immediate as of Grant Date. Exercise Period Upon 3 months from termination date. Termination of Employment Prior to December 31, 2002: Exercise Period Upon 5 years from termination date; provided Termination of that such extended exercise period shall Employment, Without cease immediately upon Mr. Wu's failure Cause, on Dec. 31, 2002: to comply with the noncompetition covenant set forth in Paragraph 9.4 of the Employment Agreement. Exercise Period Upon With respect to the unexercised portion Mr. Wu's Death or of his nonqualified stock option, 1 year Disability: from Mr. Wu's death or disability (whichever is applicable) or Expiration Date, whichever is earlier. Equitable Adjustment: In the event of any changes in GBC Bancorp common stock occurring after the date of this Amendment, which are due to a reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, an appropriate and proportionate adjustment shall be made by the Board of Directors in the number and kind of shares as to which the nonqualified stock option may be granted. If the option has been granted prior to such change in GBC Bancorp common stock, a corresponding adjustment changing the number or kind of shares and the exercise price per share shall be made to the unexercised option shares. -----END PRIVACY-ENHANCED MESSAGE-----