Pacific Coast National Bancorp Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Agreement (this "Agreement") is entered into as of the 1st day of August 2004 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), and Terry A. Stalk, an adult individual residing in the State of California (the "Consultant").

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SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the persons listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

ORGANIZER/INITIAL DIRECTOR WARRANT AGREEMENT
Warrant Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the organizers listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

INCENTIVE STOCK OPTION AWARD AGREEMENT PURSUANT TO PACIFIC COAST NATIONAL BANCORP
Incentive Stock Option Award Agreement • March 24th, 2006 • Pacific Coast National Bancorp • National commercial banks • California

CERTAIN EARLY DISPOSITIONS OF SHARES PURCHASED UPON EXERCISE OF THIS OPTION (GENERALLY, SALE OF THE SHARES WITHIN TWO YEARS OF THE GRANT DATE OR WITHIN ONE YEAR OF EXERCISE OF THE OPTION) MAY RESULT IN LOSS OF “INCENTIVE STOCK OPTION” TREATMENT. THE COMPANY RECOMMENDS THAT PARTICIPANT CONSULT WITH HIS OR HER PERSONAL TAX ADVISOR PRIOR TO EXERCISING ANY OPTIONS.

EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2007 • Pacific Coast National Bancorp • National commercial banks • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of June, 2007, by and between Pacific Coast National Bank (the "Bank"), Pacific Coast National Bancorp (the "Company") and Stanley M. Cruse (the "Executive"), a resident of San Diego County, California (the signatories to this Agreement will be referred to jointly as the "Parties").

OFFICE BUILDING LEASE
Office Building Lease • May 13th, 2005 • Pacific Coast National Bancorp • National commercial banks • California

This Lease between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION (“Landlord”), and PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION (“Tenant”), is dated July 15, 2004.

CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

This Consulting Agreement ("Agreement") is entered into on this 9th day of September, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and Western Pacific Bancorp, Inc. ("Bank"). with organizational offices at 1745 E. Alvarado Street, Fallbrook, CA 92028. Other references made to the term "Bank" represent the de novo bank and its Organizers.

STOCK OPTION AWARD AGREEMENT PURSUANT TO PACIFIC COAST NATIONAL BANCORP
Stock Option Award Agreement • March 24th, 2006 • Pacific Coast National Bancorp • National commercial banks • California
SECOND AMENDMENT TO OFFICE LEASE
Office Lease • March 30th, 2007 • Pacific Coast National Bancorp • National commercial banks

THIS SECOND AMENDMENT TO OFFICE LEASE (the “Amendment”) is dated for reference purposes only, this 1st day of March, 2006, by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION (“Landlord”), on the one hand, and PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION, (“Tenant”) on the other hand, with reference to the facts set forth in the Recitals below.

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Colin Forkner ("Consultant").

AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN DAVID L. ADAMS AND PACIFIC COAST NATIONAL BANK
Change in Control Agreement • June 2nd, 2009 • Pacific Coast National Bancorp • National commercial banks

WHEREAS, on August 10, 2007, David L. Adams entered into a Change in Control Agreement (the “Agreement”) with Pacific Coast National Bank (the “Bank”), a wholly owned subsidiary of Pacific Coast National Bancorp (the “Company”);

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and GRCAC, LLC ("Consultant").

January 16, 2009 United States Department of the Treasury
Securities Purchase Agreement • January 21st, 2009 • Pacific Coast National Bancorp • National commercial banks • California
EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2008 • Pacific Coast National Bancorp • National commercial banks • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 20th day of May, 2008, by and between Pacific Coast National Bancorp (the "Company"), Pacific Coast National Bank (the "Bank") (the Company and the Bank are hereinafter referred to collectively as "Employer") and Michael Stephen Hahn, a resident of Orange County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

SEPARATION AGREEMENT
Separation Agreement • December 1st, 2008 • Pacific Coast National Bancorp • National commercial banks • California

THIS SEPARATION AGREEMENT ("Agreement") is dated for reference purposes and entered into as of November 14, 2008, by PACIFIC COAST NATIONAL BANK, a national banking association ("Employer"), and STANLEY M. CRUISE ("Executive"), with reference to the following Recitals:

AMENDMENT TO LEASE DATE CHANGE
Lease Amendment • March 30th, 2007 • Pacific Coast National Bancorp • National commercial banks

THIS AMENDMENT is dated for reference purposes only at Newport Beach, California, this 23rd day of February, 2005, by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION, as “Landlord”, and PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION, as Tenant” for property located at 905 Calle Amanecer, Suite 100, San Clemente, CA 92373. Landlord and Tenant, being Parties to a Lease dated July 15, 2004, hereby express their mutual desire and intent to amend the Term of the Lease as follows:

GARDEN VIEW PROFESSIONAL CENTER Lease Cover Page
Lease Agreement • May 13th, 2005 • Pacific Coast National Bancorp • National commercial banks • California
COMPENSATION MODIFICATION AGREEMENT
Compensation Modification Agreement • January 21st, 2009 • Pacific Coast National Bancorp • National commercial banks • California

THIS AGREEMENT (“Agreement”), made this ____ day of January, 2009, by and between Pacific Coast National Bancorp, Pacific Coast National Bank, its wholly owned subsidiary (together, the “Corporation”), and _______________________, a senior executive officer of the Corporation (“Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 14th, 2007 • Pacific Coast National Bancorp • National commercial banks • California

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is made and entered into as of the 10th day of August 2007, by and between Pacific Coast National Bank (the "Bank") and David L. Adams (the "Executive"), a resident of Orange County, California (the signatories to this Agreement will be referred to jointly as the "Parties").

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN MICHAEL STEPHEN HAHN AND PACIFIC COAST NATIONAL BANCORP AND PACIFIC COAST NATIONAL BANK
Employment Agreement • June 2nd, 2009 • Pacific Coast National Bancorp • National commercial banks

WHEREAS, on May 20, 2008, Michael Stephen Hahn entered into an employment agreement (the “Agreement”) with Pacific Coast National Bancorp (the “Company”) and Pacific Coast National Bank (the “Bank”);

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Terry A. Stalk ("Consultant").

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
Written Agreement • November 13th, 2009 • Pacific Coast National Bancorp • National commercial banks

Written Agreement by and between PACIFIC COAST NATIONAL BANCORP San Clemente, California and FEDERAL RESERVE BANK OF SAN FANCISCO San Francisco, California Docket No. 09-160-WA/RB-HC

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FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Michael S. Hahn ("Consultant").

ECONOMIC AND APPLICATION AGREEMENT
Economic and Application Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This agreement made and entered into this 13th day of` August, 2003, by and between Western Pacific Bancorp. Inc. (hereinafter referred to as "Client"), whose mailing address is 1745E. Alvarado Street, Fallbrook. California and Dan Hudson dba Bankmark (hereinafter referred to as "Consultant"), whose principle office is located in San Luis Obispo, California.

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