AGREEMENT

Exhibit 10.7

Employment Agreement

        THIS AGREEMENT dated as of August 15, 2007, between Bank of Manhattan, N.A. (the "Bank") and Randall T. Hata ("Executive").

W I T N E S S E T H

        WHEREAS, the Bank is a proposed national banking association;

        WHEREAS, the Bank desires to avail itself of the skill, knowledge and experience of Executive in order to insure the successful management of its business;

        WHEREAS, the parties hereto desire to specify the terms controlling Executive's employment by the Bank;

        NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound, it is agreed that the following terms and conditions shall apply to Executive's said employment:

O.    TERM OF EMPLOYMENT

        The term of this Agreement ("Term") shall commence on the date the Bank opens for business (the "Effective Date") and end three (3) years thereafter, subject, however, to prior termination of this Agreement as hereinafter provided. Where used herein, "Term" shall refer to the entire period of employment of Executive by the Bank hereunder, whether for the period provided above, or whether terminated earlier as hereinafter provided.

P.     DUTIES OF EXECUTIVE

        1.     Duties.    Executive shall perform the duties of Executive Vice President and Chief Operating Officer of the Bank, subject, at all times, to the powers vested by law in the Board of Directors (the "Board") and the Bank's shareholders. Executive shall report directly to the President and Chief Executive Officer of the Bank. During the Term, Executive shall perform the services herein contemplated to be performed by Executive faithfully, diligently and to the best of Executive's ability, consistent with the highest and best standards of the banking industry and in compliance with all applicable laws and the Bank's Articles of Association, Bylaws and internal written policies.

        2.     Conflicts of Interest.    Except as permitted by the prior written consent of the Board, Executive shall devote Executive's entire productive time, ability and attention to the business of the Bank during the Term and Executive shall not directly or indirectly render any services of a business, commercial or professional nature, to any other person, firm or corporation, whether for compensation or otherwise, which are in conflict with the Bank's interests. Notwithstanding the foregoing, Executive may make investments of a passive nature in any business or venture, provided that such business or venture is not in competition, directly or indirectly, in any manner with the Bank.

Q.    COMPENSATION

        1.     Salary.    For Executive's services hereunder, the Bank shall pay or cause to be paid as annual base salary (the "Base Salary") to Executive not less than One Hundred Sixty Five Thousand Dollars ($165,000) for the first year of the Term, with annual increases in the discretion of the Board or the Bank's Compensation Committee. Base Salary shall be payable in equal installments in conformity with the Bank's normal payroll period.

        2.     Bonuses.    Any bonuses shall be as determined by the Board, in its sole discretion.

R.    EXECUTIVE BENEFITS

        1.     Vacation.    Executive shall be entitled to vacation during each year of the Term consistent with the Bank's approved vacation schedule and policy, which shall provide Executive with not less than four (4) weeks vacation for each year of the Term. Executive is encouraged to use all accrued vacation benefits and will be expected to take vacation in the year it is earned. Accrual of any unused vacation shall be determined in accordance with the Bank's Personnel Policy as in effect from time to time and shall be subject to any limitations set forth therein.

        2.     Group Medical and Other Insurance Benefits.    The Bank shall provide for Executive, at the Bank's expense, group medical and other insurance benefits in accordance with the Bank's Personnel Policy as in effect from time to time. All coverage under this paragraph shall be in existence or shall take effect as of the Effective Date hereof. The Bank's liability to Executive for any breach of this paragraph shall be limited to the amount of premiums required hereunder to be payable by the Bank to obtain or maintain, as applicable, the coverage contemplated herein.

        3.     Stock Option.    The Bank will cause its holding company, Manhattan Bancorp ("Bancorp") to grant to Executive not later than the Effective Date an option to purchase a number of shares of the Bancorp's authorized but unissued Common Stock equal to one and one-half percent (1.5%) of the amount of shares of Bancorp's Common Stock issued and outstanding immediately prior to the Effective Date, at the fair market value of the stock on the date of grant which shall equal the price at which such shares were sold by Bancorp prior to the Effective Date. The Bank and Executive agree that such option shall be for a term of ten (10) years and shall vest in three installments of 33.33% per year over a period of three (3) years, with the first such installment to vest one year from the date of grant, and with subsequent installments vesting two and three years thereafter. The Bank and Executive also agree that, to the maximum extent permitted by law, the option will qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. Such stock option will be granted to Executive, pursuant to Bancorp's Stock Option Plan (the "Plan") and an agreement between Bancorp and Executive containing the terms set forth herein and all other terms as specified in the form Stock Option Agreement approved by the Board of Directors of Bancorp in connection with its adoption of the Plan.

        4.     Auto Allowance.    During the Term, Executive shall be entitled to receive One Thousand Dollars ($1,000) per month as a car allowance.

S.     REIMBURSEMENT FOR BUSINESS EXPENSES

        Executive shall be entitled to reimbursement by the Bank for any ordinary and necessary business expenses incurred by Executive in the performance of Executive's duties in accordance with the Bank's reimbursement policies in effect from time to time, provided that each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Bank as a business expense and not as deductible compensation to Executive; and Executive furnishes to the Bank adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Bank and not as deductible compensation to Executive.

T.     TERMINATION

        1.     Termination for Cause.    The Bank may terminate this Agreement at any time by action of the Board for cause ("Cause"). For purposes of this Agreement termination for "Cause" shall mean termination because of Executive's personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement. For purposes of this Agreement, no act, or the failure to act, on Executive's part shall be considered "willful" unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Bank. Termination under this Paragraph shall not prejudice any remedy that the Bank may have at law, in equity, or under this Agreement.

        2.     Death or Disability.    In the event of Executive's death or if Executive is found to be physically or mentally disabled (as hereinafter defined) by the Board in good faith, this Agreement shall terminate without any further liability or obligation by the Bank to Executive. For purposes of this Agreement only, physical or mental disability shall be defined as Executive having been unable to fully perform under this Agreement for a continuous period of ninety (90) days or a cumulative period of one-hundred eighty (180) days in any calendar year, or, if applicable, such other periods as may be defined in the Bank's Personnel Policy or in applicable disability insurance policies as in effect from time to time. If there should be a dispute between the Bank and Executive as to Executive's physical or mental disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist agreed upon by the parties or their representatives, or if the parties cannot agree within ten (10) days after a request for designation of such party, then by a physician or psychiatrist designated by the Los Angeles County Medical Association. The certification of such physician or psychiatrist as to the question in dispute shall be final and binding upon the parties hereto. The Bank shall bear the costs of such physician or psychiatrist selected to determine such matter.

        3.     Supervisory Matters.    If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank's affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)), the Bank's obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) pay Executive all or part of the compensation withheld while its obligations under this Agreement were suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended. If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank's affairs by an order issued under Section 8(e)(3) or i(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected. All obligations under this Agreement shall be terminated, except to the extent that it is determined that continuation of the Agreement is necessary for the continued operation of the Bank; (i) by the Federal Deposit Insurance Corporation at the time that the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 11 of the Federal Deposit Insurance Act (12 U.S.C. Section 1821); or (ii) by the Federal Deposit Insurance Corporation or the United States Comptroller of the Currency or his or her designee, at the time that the Federal Deposit Insurance Corporation or the United States Comptroller of the Currency or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is in an unsafe or unsound condition. All rights of the parties that have already vested, however, shall not be affected by such action.

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