FCB Bancorp Sample Contracts

GUARANTEE AGREEMENT by and between FCB BANCORP and WILMINGTON TRUST COMPANY Dated as of September 30, 2005
Guarantee Agreement • October 27th, 2005 • FCB Bancorp • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 30, 2005, is executed and delivered by FCB Bancorp, a California corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of FCB Statutory Trust I, a Delaware statutory trust (the “Issuer”).

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FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT
First California Bank • August 2nd, 2006 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 31st day of July, 2006, by and between FIRST CALIFORNIA BANK, located in Camarillo, California (the “Company”), and RICHARD ALDRIDGE (the “Director”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

SHAREHOLDER AGREEMENT (NMB Version)
Shareholder Agreement • June 21st, 2006 • FCB Bancorp • Savings institution, federally chartered • California

This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of June 15, 2006 by and between FCB Bancorp, a California corporation (“Bancorp”), and the signatory hereto (the “Shareholder”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September ___, 2005, by and among FCB Bancorp, a California corporation (the “Company”), and each of the purchasers (individually, a “Purchaser” and, collectively, the “Purchasers”) listed on the Schedule of Purchasers attached as Exhibit A hereto.

409A Amendment to the First California Bank Salary Continuation Agreement for Thomas E. Anthony
FCB Bancorp • June 7th, 2006 • Savings institution, federally chartered

This 409A Amendment is intended to bring the Agreement into full compliance with the requirements of Internal Revenue Code Section 409A. Therefore, the following changes shall be made:

409A Amendment to the First California Bank Salary Continuation Agreement for Chong Guk Kum
FCB Bancorp • June 7th, 2006 • Savings institution, federally chartered

This 409A Amendment is intended to bring the Agreement into full compliance with the requirements of Internal Revenue Code Section 409A. Therefore, the following changes shall be made:

FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT
Continuation Agreement • May 15th, 2006 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 11th day of May, 2006, by and between FIRST CALIFORNIA BANK located in Camarillo, California (the ‘Company”), and ROMOLO SANTAROSA (the “Executive”).

Contract
Employment Agreement • June 21st, 2006 • FCB Bancorp • Savings institution, federally chartered • California
FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT
First California Bank • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 27th day of March, 2003, by and between FIRST CALIFORNIA BANK located in Camarillo, California (the “Company”), and THOMAS E. ANTHONY (the “Executive”).

AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG FIRST CALIFORNIA BANCORP, SCB MERGER CORP., FIRST CALIFORNIA BANK, SOUTH COAST BANCORP, INC., AND SOUTH COAST COMMERCIAL BANK February 2, 2005
Agreement and Plan of Reorganization • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is made and entered into as of the 2nd day of February 2005, by and among FIRST CALIFORNIA BANCORP, a California corporation (“FCB”), SCB MERGER CORP., a California corporation (the “Merger Subsidiary”), FIRST CALIFORNIA BANK, a California banking corporation (“FC Bank”), on one hand, and SOUTH COAST BANCORP, INC., a California corporation (“SCB”), and SOUTH COAST COMMERCIAL BANK, a California banking corporation (“SCC Bank”) on the other hand.

FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT)
Dollar Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 27th day of March, 2003, by and between FIRST CALIFORNIA BANK, located in Camarillo, California (the “Company”), and CHONG GUK KUM (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT
Continuation Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 27th day of March, 2003, by and between FIRST CALIFORNIA BANK located in Camarillo, California (the “Company”), and CHONG GUK KUM (the “Executive”).

PRIVATE PLACEMENT AGENCY AGREEMENT May 26, 2005
Private Placement Agency Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

Closing of the offering of the Shares is contingent upon receipt of subscriptions for at least $22,000,000 (the “Minimum”) by September 30, 2005.

FCB BANCORP INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the ___day of ___, ___ by and between FCB Bancorp, a California corporation (the “Company”), and ______(the “Indemnitee”), a director or officer of the Company with reference to the following facts:

FCB BANCORP STOCK OPTION AGREEMENT 2005 STOCK OPTION PLAN
FCB Bancorp • September 1st, 2005 • Savings institution, federally chartered

THIS AGREEMENT, dated the day of , 200 , is entered into by and between FCB Bancorp, a California corporation (the “Company”), and (“Optionee”);

FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT)
Split Dollar Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 27th day of March, 2003, by and between FIRST CALIFORNIA BANK, located in Camarillo, California (the “Company”), and THOMAS E ANTHONY (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

COMMON STOCK SUBSCRIPTION AGREEMENT
Common Stock Subscription Agreement • September 1st, 2005 • FCB Bancorp • Savings institution, federally chartered • California

THIS COMMON STOCK SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated June ___, 2005, is made between FCB Bancorp, a California corporation (the “Company”), and _____________________(the “Purchaser”).

AGREEMENT AND PLAN OF MERGER dated as of June 15, 2006 by and among FCB BANCORP, NATIONAL MERCANTILE BANCORP and FIRST CALIFORNIA FINANCIAL GROUP, INC.
Shareholder Agreement • June 21st, 2006 • FCB Bancorp • Savings institution, federally chartered • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 15, 2006 (this “Agreement”), by and among FCB Bancorp, a California corporation (“FCB”), National Mercantile Bancorp, a California corporation (“NMB”), and First California Financial Group, Inc., a Delaware corporation and a wholly-owned subsidiary of NMB (“Merger Sub”).

FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT (ADDENDUM A TO THE FIRST CALIFORNIA BANK SALARY CONTINUATION AGREEMENT)
Split Dollar Agreement • May 15th, 2006 • FCB Bancorp • Savings institution, federally chartered • California

THIS AGREEMENT is adopted this 11th day of May, 2006, by and between FIRST CALIFORNIA BANK, located in Camarillo, California (the “Company”), and ROMOLO SANTAROSA (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

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