GUARANTEE AGREEMENT 1ST PACIFIC BANCORP Dated as of June 28, 2007Guarantee Agreement • July 5th, 2007 • 1st Pacific Bancorp • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of June 28, 2007, is executed and delivered by 1st Pacific Bancorp, a bank holding company incorporated in the State of California (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 FPBN Trust I, a Delaware statutory trust (the “Issuer”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Employment Agreement (the “Agreement”) is effective as of November 17, 2005 (the “Effective Date”) by and between Richard H. Revier (“Executive”) and 1st Pacific Bank of California, a California state-chartered bank (the “Bank”), with regard to the following:
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Employment Agreement (the “Agreement”) is made and entered into as of January 8, 2009 (the “Effective Date”), by and between James H. Burgess (“Executive”) and 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”), with regard to the following:
LEGACY SABRE SPRINGS OFFICE LEASE LEGACY SABRE SPRINGS, LLC, a California limited liability company, as Landlord, andOffice Lease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between LEGACY SABRE SPRINGS, LLC, a California limited liability company (“Landlord”), and 1ST PACIFIC BANK. OF CALIFORNIA, a California corporation (“Tenant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2005, by and between 1st Pacific Bank of California, a California state bank (the “Bank”), and , [an officer][a director] of the Bank (“Indemnitee”).
TERMINATION OF EMPLOYMENT AGREEMENTTermination of Employment Agreement • September 2nd, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Termination of Employment Agreement (this “Agreement”) is entered into as of , 2009 by and between [ ] (“Employee”), and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”) and made effective as of the Effective Time of the Merger (as these terms are defined below).
LANDMARK DIRECTOR-SHAREHOLDER’S AGREEMENT Chief Executive OfficerDirector-Shareholder Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Landmark Director-Shareholder’s Agreement (“Agreement”), dated as of February 22, 2007 is entered into by and between 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank, a California state chartered bank (“Bank”), on one hand and F.J. “Rick” Mandelbaum (“Shareholder”), on the other hand.
First Amendment to LeaseLease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
This Amendment, dated November 17, 2004, is executed by and between 95 College Plaza, Ltd., a California limited partnership (“Landlord”), and 1st Pacific Bank of California, a California corporation (“Tenant”). This Amendment is entered into with reference to the following facts:
LANDMARK DIRECTOR-SHAREHOLDER’S AGREEMENTDirector-Shareholder Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Landmark Director-Shareholder’s Agreement (“Agreement”), dated as of February 22, 2007 is entered into by and between 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank, a California state chartered bank (“Bank”), on one hand and (“Shareholder”), on the other hand.
UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.Written Agreement • December 15th, 2009 • 1st Pacific Bancorp • State commercial banks
WHEREAS, in recognition of their common goal to maintain the financial soundness of 1st Pacific Bancorp, San Diego, California (“Bancorp”), a registered bank holding company, and its subsidiary bank, 1st Pacific Bank of California, San Diego, California (the “Bank”), a state chartered bank that is a member of the Federal Reserve System, Bancorp, the Bank, and the Federal Reserve Bank of San Francisco (the “Reserve Bank”), have mutually agreed to enter into this Written Agreement (the “Agreement”); and
SUBLEASESublease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
This Sublease, dated as of this 30 day of December, 1999, is entered into by and between WASHINGTON MUTUAL BANK, FA, (“Sublandlord”), and 1ST PACIFIC BANK, a California state banking corporation (Proposed) and LA JOLLA ASSOCIATION (“Subtenant”) as a Sublease under a lease dated February 10, 1987, as amended by Amendment No. 1 dated December 18, 1995 (the “Master Lease”), entered into by and between La Jolla Investors, as landlord (the “Landlord”), and California Federal Savings and Loan Association, the predecessor in interest to Sublandlord, as tenant. Sublandlord represents that a true, correct and complete copy of the Master Lease and all amendments thereto are attached hereto as Exhibit “A”. All terms not defined herein shall have the same meaning as in the Master Lease.
VOTING AGREEMENTVoting Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Voting Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between First Business Bank, National Association, a national banking association (“First Business Bank”) and (“Affiliate”) with reference to the following facts:
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FB BANCORP AND FIRST BUSINESS BANK, NATIONAL ASSOCIATION AND 1ST PACIFIC BANCORP AND 1ST PACIFIC BANK OF CALIFORNIAMerger Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 16, 2009, by and among, FB Bancorp, a California corporation (“FB Bancorp”), First Business Bank, National Association, a national banking association (“First Business Bank”), 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank”), is made with reference to the following:
SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation and Consulting Agreement • July 7th, 2008 • 1st Pacific Bancorp • State commercial banks • California
This Separation and Consulting Agreement and General Release of Claims (this “Agreement”) is entered into by and between A. Vincent Siciliano (“Employee”), and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer” or the “Bank”).
FIRST AMENDMENT TO SHAREHOLDER AGREEMENTShareholder Agreement • August 12th, 2009 • 1st Pacific Bancorp • State commercial banks
This First Amendment to Shareholder Agreement (“Amendment”) is dated as of July 16, 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank,” and together with 1st Pacific Bancorp, “1st Pacific”) on the one hand, and Ernest Auerbach, an individual (“Ernest”), and Lisa D. Auerbach, an individual (“Lisa”), on the other hand, with reference to the following facts:
ASSUMPTION, AFFIRMATION AND AMENDMENT TO LEASELease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
THIS ASSUMPTION, AFFIRMATION AND AMENDMENT TO LEASE (the “Agreement”) is entered into as of the 26th day of March, 2001 by and between La Jolla Investors, a general partnership, as to an undivided 50% interest and Larry Tucker as Trustee of Larry Tucker Separate Property Trust dated September 17, 1987 as to an undivided 50% interest (together, “Landlord”) and 1st Pacific Bank of California, a California Corporation (the “Bank”).
DIRECTORS AGREEMENTDirectors Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Directors Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and (“Affiliate”) with reference to the following facts:
FIRST AMENDMENT TOLease Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
This First Addendum to Lease Agreement (the “First Amendment”) is entered into this 25 day of July , 2003 by and between Griffin Properties, LLC, a California limited liability company (“Landlord”) and 1st Pacific Bank of California, a California Corporation (“Tenant”), and is made with reference to the following facts and objectives:
SHAREHOLDER AGREEMENTShareholder Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Shareholder Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank,” and together with 1st Pacific Bancorp, “1st Pacific”) on the one hand, and Ernest Auerbach, an individual (“Shareholder”) on the other hand, with reference to the following facts:
KAVENISH IVANHOE, LTD LP LA JOLLA, CA 92037 STANDARD OFFICE LEASEStandard Office Lease • November 14th, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Article One contains the Basic Terms of this lease (“Lease”) between the Landlord and Tenant named below and defines various terms used in the Lease. Other Articles, Sections and Paragraph of the Lease referred to in this Article 1 explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 28th, 2007 • 1st Pacific Bancorp • State commercial banks • California
This First Amendment to Employment Agreement (this “Amendment”) is effective as of December 21, 2007 (“Effective Date”), by and among James H. Burgess (“Executive”) and 1st Pacific Bank of California, a California state-chartered bank (the “Bank”).
STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, ANDStandard Office Lease • February 13th, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Standard Office Lease (“Lease”) is made and entered into as of this 5th day of February, 2007, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and 1ST PACIFIC BANK OF CALIFORNIA, a California corporation (“Tenant”).
LEASELease Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by the Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises described below in Paragraph 1.2 for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.
AGREEMENT AND PLAN OF REORGANIZATION AND MERGERMerger Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Agreement of Merger (the “Merger Agreement”), dated , 2007, is entered into by and between 1st Pacific Bank of California, a California state chartered bank (“Bank”) and Landmark National Bank, a national banking association (“Landmark”), to which 1st Pacific Bancorp, a California corporation and sole shareholder of Bank (“Bancorp”) is a party, with reference to the following facts:
STANDARD RETAIL LEASE BETWEEN Pacific Solana Beach Holdings, LP AS LANDLORD AND Landmark National Bank (a proposed national bank) AS TENANTStandard Retail Lease • November 14th, 2007 • 1st Pacific Bancorp • State commercial banks • California
This Standard Retail Lease (“Lease”) is made, for reference purposes only, this 16th day of August, 2001, between Pacific Solana Beach Holdings, LP, a California limited partnership (“Landlord”), and Landmark National Bank (a proposed national bank) (“Tenant”), who agree as follows:
AMENDMENT NO 1 TO LEASELease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
THIS AMENDMENT NO. 1 TO LEASE (“Amendment No. 1”) is dated as of January 27, 2005, by and between KILROY REALTY, L.P., a Delaware Limited Partnership, KILROY REALTY CORPORATION, a Maryland Corporation, General Partner (“Landlord”), and 1st PACIFIC BANK OF CALIFORNIA, a California Corporation (“Tenant”), with reference to the following facts and objectives:
TERMINATION AGREEMENTTermination Agreement • October 29th, 2009 • 1st Pacific Bancorp • State commercial banks • California
This Termination Agreement (this “Agreement”) is entered into and made effective as of October 28, 2009 by and among FB Bancorp, a California corporation (“FB Bancorp”), First Business Bank, National Association, a national banking association (“First Business Bank”), 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank”), with reference to the following:
LEASELease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
This Lease is entered into as of the 26th day of March, 2001, by and between La Jolla Investors, a Partnership and Larry Tucker, (“Landlord”), and 1st Pacific Bank of California, a California Corporation Trustee (“Tenant”).
Affiliate’s AgreementAffiliate Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks
Reference is made to the Agreement and Plan of Reorganization and Merger, dated as of February 22, 2007 (the “Reorganization Agreement”), by and among 1st Pacific Bancorp (“Company”), 1st Pacific Bank of California (“Bank”) and Landmark National Bank (“Seller”), which Reorganization Agreement provides for the merger of Seller with and into Bank (the “Merger”), in a transaction in which, among other things, shares of the common stock, $5.00 par value, of Seller (“Seller Common Stock”) will be converted into the right to receive shares of common stock, no par value, of Company (“Company Common Stock”) and/or cash, as more fully provided therein.
