SEPARATION AGREEMENT AND FULL AND FINAL RELEASE OF CLAIMS

Exhibit 10.1

SEPARATION AGREEMENT AND
FULL AND FINAL RELEASE OF CLAIMS

     This Separation Agreement and Full and Final Release of Claims (“Agreement”) is made and entered into between Dr. Sung Won Sohn (“Dr. Sohn”) and Hanmi Financial Corporation (“Hanmi”), a Delaware corporation (collectively, the “Parties”).

     WHEREAS, the Parties wish to terminate the employment relationship between Hanmi and Dr. Sohn;

     WHEREAS, the Parties entered into an Executive Employment Agreement effective as of January 3, 2005 (“Employment Agreement”) which provides for certain payments to be made to Dr. Sohn upon his termination of employment from Hanmi under various circumstances and imposes certain restrictive covenants and confidentiality requirements on Dr. Sohn;

     WHEREAS, the Parties have mutually agreed to terminate Dr. Sohn’s employment relationship and desire to enter into this Agreement which, except as described in this Agreement, supersedes the Employment Agreement and provides for certain payments and benefits to be made to Dr. Sohn upon his termination of employment and imposes additional restrictive covenants, confidentiality requirements and other obligations on Dr. Sohn; and

     WHEREAS, if Dr. Sohn executes and returns this Agreement to Mark Mason, a member of Hanmi’s Board of Directors, within twenty-one (21) days of the date he was given a copy of this Agreement, and does not revoke such acceptance pursuant to Section 27 of this Agreement, then this Agreement will become effective at 5:30 p.m. on the seventh day after Dr. Sohn has executed and returned this Agreement to Mr. Mason (the “Effective Date”);

     NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

      1.  SEVERANCE . The Parties have mutually agreed to end their employment relationship (and Dr. Sohn’s employment relationship with all subsidiaries and affiliates of Hanmi) effective December 31, 2007 (the “Severance Date”). In resolution of their employment relationship, the Parties have agreed to the terms set forth below.

      2.  BENEFITS . In consideration of his decision to enter into this Agreement, and conditioned upon Dr. Sohn’s material compliance with his obligations under Sections 3, 5, 6, 7 and 8 of the Employment Agreement and Sections 7, 10, 11, 20, 22, 24 and 25 of this Agreement (regardless of whether the covenants, obligations or provisions set forth in such sections are otherwise deemed enforceable), Hanmi agrees to provide Dr. Sohn with the following:

          (a) Dr. Sohn shall receive a one-time, lump sum cash payment in the gross amount of One Million Two Hundred Ninety Eight Thousand and no/100 Dollars ($1,298,000.00), subject to applicable tax and other withholdings, within seven (7) days after the Effective Date, the actual date of payment to be determined in the sole discretion of Hanmi. The payment pursuant to this Section 2(a) shall be subject to Section 32(b).

          (b) Dr. Sohn shall receive a cash payment in the gross amount of Thirty Nine Thousand Three Hundred Forty Six and 16/100 Dollars ($39,346.16) for all accrued but unused vacation through December 31, 2007, which consists of seventeen (17) days, subject to applicable tax and other withholdings, within seven (7) days after the Effective Date, the actual date of payment to be determined in the sole discretion of Hanmi. The payment pursuant to this Section 2(b) shall be subject to Section 32(b).

          (c) Hanmi Bank (the “Bank”) shall transfer to Dr. Sohn ownership of the 2005 Mercedes Benz 430S automobile (the “Mercedes”) that was provided for Dr. Sohn’s use at the commencement of his employment. The transfer of ownership of the Mercedes to Dr. Sohn shall be without cost to Dr. Sohn. The Bank shall tender the properly executed title transfer documents for the Mercedes to Dr. Sohn within thirty (30) days after the Effective Date, the actual date of transfer to be determined in the sole discretion of Hanmi. Dr. Sohn shall be responsible for paying all applicable sales, license and any other taxes and fees in connection with this transaction. Dr. Sohn shall be solely responsible to pay all costs and expenses of maintaining, operating and insuring the Mercedes after the Severance Date. The transfer of ownership pursuant to this Section 2(c) shall be subject to Section 32(b).

          (d) The Bank shall transfer to Dr. Sohn its equitable ownership interest in the Wilshire Country Club membership that was provided for Dr. Sohn’s use at the commencement of his employment. The transfer of ownership of the Wilshire Country Club membership to Dr. Sohn shall be without cost to Dr. Sohn. The Bank shall tender a release of all of its right, title and interest in the Wilshire Country Club membership to Dr. Sohn within thirty (30) days after the Effective Date, the actual date of transfer to be determined in the sole discretion of Hanmi. Dr. Sohn shall be responsible for paying all income taxes and any other fees or taxes in connection with this transaction. Dr. Sohn shall be solely responsible to pay all monthly dues, quarterly or monthly minimum charges, and any other costs and expenses of maintaining the Wilshire Country Club membership after the Severance Date. The transfer of the equitable ownership interest pursuant to this Section 2(d) shall be subject to Section 32(b).

          (e) The Bank shall transfer its equitable ownership interest in the Jonathan Club membership that was provided for Dr. Sohn’s use at the commencement of his employment. The transfer of ownership of the Jonathan Club membership to Dr. Sohn shall be without cost to Dr. Sohn. The Bank shall tender a release of all of its right, title and interest in the Jonathan Club membership to Dr. Sohn within thirty (30) days after the Effective Date, the actual date of transfer to be determined in the sole discretion of Hanmi. Dr. Sohn shall be responsible for paying all income taxes and any other fees or taxes in connection with this transaction. Dr. Sohn shall be solely responsible to pay all monthly dues, quarterly or monthly minimum charges, and any other costs and expenses of maintaining the Jonathan Club membership after the Severance Date. The transfer of the equitable ownership interest pursuant to this Section 2(e) shall be subject to Section 32(b).

          (f) During the course of his employment with Hanmi, Dr. Sohn was granted options to acquire shares of Hanmi’s common stock totaling three hundred fifty thousand (350,000) shares subject to certain terms and conditions. Only one hundred sixteen thousand six hundred sixty-seven (116,667) shares (the “Vested Stock Options”) of these stock options are currently vested. The Parties hereby agree that Hanmi shall purchase the Vested Stock Options

from Dr. Sohn for the price of Sixty Cents ($.60) per share, for a total purchase price of Seventy Thousand Dollars and 20/100s ($70,000.20). Dr. Sohn shall receive a cash payment in the amount of $70,000.20 representing payment of the purchase price for the Vested Stock Options within seven (7) days after the Effective Date, the actual date of payment to be determined in the sole discretion of Hanmi. The Parties acknowledge and agree that no other stock options granted by Hanmi to Dr. Sohn will have vested on or prior to the Severance Date and all vesting of stock options granted to Dr. Sohn by Hanmi will terminate on the Severance Date. Accordingly, Dr. Sohn shall not be entitled to any stock options or other benefit under any Hanmi stock options plan(s) after the Severance Date.

          (g) Pursuant to the Employment Agreement, Dr. Sohn received stock bonus awards totaling one hundred thousand (100,000) restricted shares of Hanmi common stock (the “Restricted Stock”). All but forty thousand (40,000) of these shares of Restricted Stock are currently vested. The 40,000 unvested shares of Restricted Stock shall vest effective as of the Severance Date. The Parties acknowledge and agree that Dr. Sohn shall retain all of his right, title and interest in and to the Restricted Stock on and after the Severance Date, but that no new stock bonus awards shall be granted to Dr. Sohn after the Severance Date. Accordingly, Dr. Sohn shall not be entitled to any stock grants or other benefit under any Hanmi stock bonus plan(s) or agreement(s) other than the Restricted Stock after the Severance Date.

          (h) Hanmi will reimburse Dr. Sohn for all business expenses incurred by Dr. Sohn in connection with his employment with Hanmi prior to the Severance Date, provided that Dr. Sohn timely and properly submits such expenses in accordance with Hanmi’s normal business expense reimbursement policy.

All tax and other amounts which Hanmi is required to withhold or deduct will be deducted from the payments to Dr. Sohn under this Agreement. Except as described in Sections 2 (a-h), Dr. Sohn’s eligibility for, coverage under, and participation in all retirement, savings, welfare, fringe benefit, compensation and bonus plans shall terminate on the Severance Date. The above benefits shall continue to be payable and/or enforceable regardless of Dr. Sohn’s death or disability, and the provisions of this Section 2 shall be enforceable by Dr. Sohn’s heirs and/or personal representatives, as applicable. Upon Dr. Sohn’s disability, payments due hereunder shall be made to Dr. Sohn or, in the event a legal guardian has been appointed for Dr. Sohn, to such legal guardian (in Hanmi’s discretion), and, upon Dr. Sohn’s death, payment shall be made to Dr. Sohn’s estate, in such manner and at such times as set forth in this Section 2.

      3.  NO FURTHER OBLIGATION . Dr. Sohn acknowledges and agrees that the monies and benefits set forth in Section 2 represent good, valuable and sufficient consideration for the mutual promises and duties set forth in this Agreement.

      4.  RELEASES BY HANMI AND DR. SOHN .

          (a) In consideration for the payments and transfer of the Bank’s interests in the automobile and club memberships being provided to him above, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the provisions of Section 4(b) below, Dr. Sohn, for himself and for his attorneys, heirs, executors,

administrators, successors and assigns, fully, finally and forever releases and discharges Hanmi and the Bank, and all of their parent, subsidiary and/or affiliated companies, as well as their successors, assigns, officers, directors, agents, representatives, attorneys, stockholders, insurers, employees and employee benefit plans or programs (and the trustees, administrators, fiduciaries, and insurers of such plans or programs), and any other person acting by, through, under, or in concert with any of the persons or entities listed in this section (collectively, the “Hanmi Releasees”), of and from any and all liability, claims, demands, actions, obligations, causes of action, suits, grievances, damages, losses, and expenses, of any and every nature whatsoever, known or unknown, at law or in equity, suspected or unsuspected, anticipated or unanticipated, which Dr. Sohn may have had, claims to have had, or now has or claims to have, which are or may be based on any facts, acts, conduct, documents, representations, omissions, contracts, deferred compensation plans, claims, events or other things occurring at any time on or before the date of this Agreement and arising out of or relating to Dr. Sohn’s employment with or separation from Hanmi and the Bank. It is understood that, subject to the provisions of Section 4(b) below, this Release includes, but is not limited to all claims, actions or causes of action that were or could have been asserted during the negotiations over this Agreement, any claims, actions or causes of action that were or could have been asserted before any administrative agency or in court, as well as any claims, actions, or causes of action for fraud, misrepresentation, defamation, discrimination or harassment in any form, retaliation, any claims under any federal, state, local or other governmental statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Age Discrimination in Employment Act of 1967, the Family and Medical Leave Act of 1993, the California Fair Employment and Housing Act, and any and all other federal, state or local statutes, rules, ordinances, or regulations; any and all claims for alleged wrongful discharge, retaliation, negligent or intentional infliction of emotional distress, and breach of contract; any and all claims for compensation, bonuses, commissions, lost wages, stock or stock options, or unused accrued vacation or sick pay; any and all claims for severance or similar benefits or to post-employment health or group insurance benefits; any and all claims for attorneys’ fees, costs or indemnification; and any and all other claims resulting from any alleged unlawful behavior or conduct by any Hanmi Releasee, the existence of which is specifically denied by the Hanmi Releasees.

          (b) Notwithstanding the foregoing, nothing in this Agreement is intended to waive or otherwise modify Dr. Sohn’s right to (i) enforce this Agreement, (ii) pursue claims that cannot by statute or otherwise be released by private agreement, (iii) seek indemnification from Hanmi or any subsidiary or other affiliate thereof for claims made as a result of his serving or having served as an officer or director of Hanmi, to the extent such indemnification is provided to Dr. Sohn under that certain Indemnity Agreement between Dr. Sohn and Hanmi dated as of September 20, 2005 (the “Indemnity Agreement”), the Articles of Incorporation or Bylaws of Hanmi, or by applicable law (such indemnity shall not require payment as a condition precedent), (iv) enforce the Stock Bonus Award Agreement dated February ___, 2005 (“the Stock Bonus Award Agreement”) evidencing the Restricted Stock described in Section 2(g), or (v) receive any vested benefits payable to Dr. Sohn under the terms of Hanmi’s Deferred Compensation Plan or the Bank’s Profit Sharing and 401(k) Savings Plan.

          (c) In consideration of Dr. Sohn’s agreement to accept the terms and provisions of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the provisions of Section 4(d) below, Hanmi, for itself, its subsidiaries, affiliates, successors and assigns, fully, finally and forever releases and discharges Dr. Sohn, his heirs, executors, administrators and assigns, and any other person acting by, through, under, or in concert with any of the persons or entities listed in this section (the “Sohn Releasees”), of and from any and all liability, claims, demands, actions, obligations, causes of action, suits, grievances, damages, losses, and expenses, of any and every nature whatsoever, known or unknown, at law or in equity, suspected or unsuspected, anticipated or unanticipated, which Hanmi may have had, claims to have had, or now has or claims to have, which are or may be based on any facts, acts, conduct, documents, representations, omissions, contracts, deferred compensation plans, claims, events or other things occurring at any time on or before the date of this Agreement and arising out of or relating to Dr. Sohn’s employment with or separation from Hanmi. It is understood that this Release includes, but is not limited to all claims, actions or causes of action that were or could have been asserted during the negotiations over this Agreement, any claims, actions or causes of action that were or could have been asserted before any administrative agency or in court, the existence of which is specifically denied by the Sohn Releasees.

          (d) Notwithstanding the foregoing, nothing in this Agreement is intended to waive or otherwise modify and Hanmi does not release (i) any claims to enforce this Agreement or any agreement that remains in full force and effect under Section 15, (ii) any claims against Dr. Sohn or the Sohn Releasees resulting from any fraud, misappropriation, embezzlement or other illegal act by Dr. Sohn or Dr. Sohn’s intentional or reckless violation of any federal, state or local statute, rule, or regulation, or (iii) claims that cannot by statute or otherwise be released by private agreement.

      5.  RELEASE OF UNKNOWN CLAIMS

     For the purpose of implementing full and complete releases and discharges as set forth in Section 4, the Parties expressly acknowledge that this Agreement is intended to include in its effect, without limitation, all claims which the Parties do not know or suspect to exist at the time they sign the Agreement, and that the Agreement contemplates the extinguishment of any such claim or claims, except as expressly provided in Section 4. The Parties acknowledge and agree that all of their rights under Section 1542 of the Civil Code of California are hereby expressly waived. Said section reads as follows:

      6.  NO CLAIMS PREVIOUSLY MADE OR ASSIGNED TO OTHERS . Dr. Sohn and Hanmi, respectively, represent that neither they nor anyone on their behalf has filed, nor assigned to others the right to file, nor are there currently pending by Dr. Sohn or Hanmi or anyone on their behalf, any complaints, charges or lawsuits against the Hanmi Releasees or the

Sohn Releasees (as the case may be), or any of them, with any governmental agency, any court or with or in any other forum, and that neither Dr. Sohn nor Hanmi nor anyone on their behalf will file, assign to others the right to file, or make any further claims against the Hanmi Releasees or the Sohn Releasees (as the case may be), or any of them, at any time for any alleged acts or omissions covered by the releases in Section 4 above. The Parties agree that in the event they (or anyone on their behalf) assert any claim or file any complaint, charge or lawsuit, or any of them, that is covered by the releases in Section 4 above, such party waives any monetary recovery or other individual relief in such action and shall pay all of the attorneys’ fees, expenses and costs incurred by the defending party in responding to such claim, complaint or action; provided, however, that nothing in this Agreement shall prohibit or impose any liability on either party for filing a charge or complaint with, or participating in any investigation by, any governmental agency.

      7.  NON-DISPARAGEMENT . Dr. Sohn agrees that he will not criticize, denigrate or otherwise disparage Hanmi or any other Hanmi Releasee (including, without limitation, Hanmi and the Bank’s past or present agents, officers, directors, representatives or employees), or any of Hanmi’s products, services, policies, procedures, practices, business ethics, standards of business conduct, methods or manner of doing business or financial performance, to anyone, including, without limitation, members of the media, regulators, analysts and governmental agencies, or to Hanmi’s customers, empl