Common use of Right to Designate Board Member Clause in Contracts

Right to Designate Board Member. As long as the Investor (together with its affiliates) beneficially owns at least 4% of the total capital stock (including common shares and non-voting shares) of the Company or any of its affiliates, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of San Francisco in such reserve bank’s regulatory capacity), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), the Company shall use its reasonable best efforts to cause one person nominated by the Investor to be elected to serve on the Board of Directors of the Company, and any direct or indirect subsidiary thereof, including the Bank (collectively, the “Board”), which efforts shall include, without limitation, soliciting proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. Any director nominated by the Investor pursuant to this paragraph 1 shall be entitled to indemnification rights in his or her capacity as a member of the Board pursuant to an indemnification agreement in such form as shall be agreed to between the Company and the Investor. The Investor’s Board representative shall receive compensation from the Company equal in form and value to compensation paid to other Board members (such compensation to be paid as directed by the Investor). To facilitate the in-person attendance of the Investor’s Board representative (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below), the Company shall reimburse the Investor for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company; provided, however, that the Company shall not be obligated to reimburse expenses in excess of $20,000 in any calendar year.

Right to Designate Board Member. As long as the Investor (together with its affiliates) (as such term is defined under the Bank Holding Company Act, as amended, 12 U.S.C. 1841 (the “BHCA Act”)) (“Affiliates”) beneficially owns at least 44.0% of the total capital stock (including common shares and non-voting shares) of the Company or any of its affiliatesCompany, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of San Francisco in such reserve bank’s regulatory capacity), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation Currency and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), the Company shall use its reasonable best efforts to cause one person nominated by the Investor to be elected to serve on the Board of Directors of the Company, and any direct or indirect subsidiary thereof, including the Bank (collectively, the “Board”), which efforts shall include, without limitation, soliciting proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. For the avoidance of doubt, the rights granted pursuant to this paragraph 1 and paragraph 2 below reaffirm, and are not in addition to, the rights granted to the Investor’s Affiliate CJA Private Equity Financial Restructuring Master Fund I L.P. (“CJA”) pursuant to that certain letter agreement dated as of August 22, 2013 by and between the Company and CJA, such that the Investor and CJA shall together have the right to designate only one Board representative (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below). Any director nominated by the Investor and CJA pursuant to this paragraph 1 shall be entitled to indemnification rights in his or her capacity as a member of the Board pursuant to an indemnification agreement in such form as shall be agreed to between the Company and the Investor. The Investor’s Board representative of the Investor and CJA shall receive compensation from the Company equal in form and value to compensation paid to other Board members generally (such compensation to be paid as directed by the Investor). In the event the Investor and CJA designate as their Board representative an individual who is not an employee of the Investor or CJA, the Company shall, in negotiation with the Investor, provide such individual with reasonable stock incentive compensation as the Company would customarily offer to other independent, outside directors, if any. To facilitate the in-person attendance of the Investor’s Board representative of the Investor and CJA (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below), the Company shall reimburse the Investor or CJA (or its representative, as applicable) for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company; provided, however, that the Company shall not be obligated up to reimburse expenses in excess of an amount equal to $20,000 in any 25,000 per calendar year.

Right to Designate Board Member. As Effective on and after the first anniversary of the date hereof, as long as the Investor (Investor, together with its affiliatesaffiliates (as such term is defined under the Home Owners’ Loan Act of 1933, as amended (“HOLA”) (“Affiliates”), beneficially owns at least 44.0% of the total outstanding capital stock (including common shares and non-voting shares) of the Company or any of its affiliatesCompany, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of San Francisco New York in such reserve bank’s regulatory capacity), the Federal Deposit Insurance Corporation, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation Currency and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), the Company shall use its reasonable best efforts efforts, subject to the fiduciary duties of the directors of the Company, to cause one person nominated by the Investor to be elected to serve on the Board of Directors of the Company, and any direct or indirect subsidiary thereof, including the Bank (collectively, the “Board”), which efforts shall include, without limitation, if consistent with the fiduciary duties of the directors of the Company, soliciting proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. Any director nominated by the Investor pursuant to this paragraph 1 shall be entitled to indemnification rights in his or her capacity as a member of the Board pursuant in a manner no less favorable as provided to an indemnification agreement in such form as shall be agreed to between other members of the Company and the InvestorBoard. The Investor’s Board representative of the Investor shall receive compensation from the Company equal in form and value to compensation paid to other Board members generally (such compensation to be paid as directed by the Investor), it being understood that certain Board members may receive different compensation for services as chairman, lead director or a committee chairman. In the event the Investor designates as its Board representative an individual who is not an employee of the Investor or any of its Affiliates, the Company shall, in negotiation with the Investor, provide such individual with reasonable stock incentive compensation as the Company customarily offers to other independent, outside directors, if any. To facilitate the in-person attendance of the Investor’s Board representative of the Investor (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below), the Company shall reimburse the Investor for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company; provided, however, that the Company shall not be obligated to reimburse expenses in excess of $20,000 in any calendar year.

Right to Designate Board Member. As long as the Investor (together with its affiliates) beneficially owns at least 4% of the total capital stock (including any common shares and non-voting shares) of the Company or any of its affiliates, and subject to any required approvals or non-objections of the Board of Governors of the Federal Reserve System (whether acting directly or through the Federal Reserve Bank of San Francisco in such reserve bank’s regulatory capacity), the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and/or any other regulatory body having jurisdiction over the Company or the Bank (collectively, the “Regulators”), the Company shall use its reasonable best efforts to cause one person nominated by the Investor to be elected to serve on the Board of Directors of the Company, and any direct or indirect subsidiary thereof, including the Bank (collectively, the “Board”), which efforts shall include, without limitation, soliciting proxies for the Investor’s nominee in the same manner as it does for the Company’s other nominees. Any director nominated by the Investor pursuant to this paragraph 1 shall be entitled to indemnification rights in his or her capacity as a member of the Board pursuant to an indemnification agreement in such form as shall be agreed to between the Company and the Investor. The Investor’s Board representative shall receive compensation from the Company equal in form and value to compensation paid to other Board members (such compensation to be paid as directed by the Investor). To facilitate the in-person attendance of the Investor’s Board representative (as a member of the Board pursuant to this paragraph 1 or as an observer pursuant to paragraph 2 below), the Company shall reimburse the Investor for all reasonable travel expenses of such representative promptly upon receiving documentation thereof reasonably acceptable to the Company; provided, however, that the Company shall not be obligated to reimburse expenses in excess of $20,000 in any calendar year.