BayCom Corp Sample Contracts

Amended and Restated Employment Agreement
Employment Agreement • March 9th, 2021 • BayCom Corp • State commercial banks • California

This Amended and Restated Employment Agreement (“Agreement”) is made this 5th day of March 2021 (the “Effective Date”), by and among United Business Bank (the “Bank”), having a principal place of business at 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California, BayCom Corp, a California corporation (the “Company”) and the parent holding company of the Bank, and Keary Colwell (“Executive”).

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UNITED BUSINESS BANK AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (By and Between United Business Bank and George J. Guarini)
Executive Supplemental Compensation Agreement • June 23rd, 2023 • BayCom Corp • State commercial banks • California

This Amended and Restated Executive Supplemental Compensation Agreement (hereinafter “Agreement”) is made and entered into effective as of June 20, 2023, by and between United Business Bank (hereinafter the “Bank” or the “Employer”), a California-chartered bank with its principal offices located in the city of Walnut Creek, California, and George J. Guarini, an executive of the Bank (the “Executive”).

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UNITED BUSINESS BANK AMENDED AND RESTATED JOINT BENEFICIARY AGREEMENT
Joint Beneficiary Agreement • April 27th, 2018 • BayCom Corp • State commercial banks • California

The respective rights and duties of UNITED BUSINESS BANK (hereinafter the “Bank”) and GEORGE J. GUARINI (hereinafter the “Insured”) in the above-referenced Policy(ies) shall be pursuant to the terms set forth below. The Bank (formerly known as Bay Commercial Bank) and the Insured previously entered into a Joint Beneficiary Agreement with respect to the above-referenced Policy(ies) effective January 1, 2014 (the “Prior Agreement”), and this Amended and Restated Joint Beneficiary Agreement (the “Agreement”) amend and restates, and supersedes in its entirety, the Prior Agreement.

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT With KEARY COLWELL
Employment Agreement • January 19th, 2024 • BayCom Corp • State commercial banks

This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Employment Agreement by and among United Business Bank (the “Bank”), BayCom Corp, a California corporation (the “Company”), and Keary Colwell (the “Executive”) dated as of March 5, 2021 (the “2021 Employment Agreement”), is made and entered into as of the 17th day of January 2024 (the “Effective Date”). The Company and the Bank are sometimes collectively referred to herein as the “Employers.”

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AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 10, 2018 BY AND AMONG BAYCOM CORP, BC MERGER COMPANY, UNITED BUSINESS BANK, BETHLEHEM FINANCIAL CORPORATION AND MY BANK
Merger Agreement • August 13th, 2018 • BayCom Corp • State commercial banks • California

This Agreement and Plan of Merger, dated as of August 10, 2018, by and among BayCom Corp, a California corporation (“BCML”), BC Merger Company, a New Mexico corporation and wholly-owned subsidiary of BCML (“Merger Sub”), and United Business Bank, a California state-chartered banking corporation and wholly-owned subsidiary of BCML (“UBB”), on the one hand and Bethlehem Financial Corporation, a New Mexico corporation (“BFC”), and My Bank, a New Mexico state-chartered banking corporation and wholly-owned subsidiary of BFC (“BANK”), on the other hand, is entered into with respect to the following:

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Law Offices Silver, Freedman, Taff & Tiernan LLP A Limited Liability Partnership Including Professional Corporations
Agreement and Plan of Merger • October 18th, 2021 • BayCom Corp • State commercial banks

We have acted as special tax counsel for BayCom Corp, a California corporation (“BayCom”), in connection with the preparation and filing on October 18, 2021, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the merger of Pacific Enterprise Bancorp, a California corporation (“PEB”), with and into BayCom, with BayCom being the surviving corporation (the “Merger”) and the resulting exchange by PEB shareholders of shares of PEB Common Stock for shares of BayCom Common Stock pursuant to the terms of the Agreement and Plan of Merger by and between BayCom and PEB dated as of September 7, 2021 (the “Merger Agreement”), as further set forth in the joint proxy statement/prospectus contained in the Registration Statemen

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BAYCOM CORP AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT [Time-based Vesting]
Restricted Stock Unit Agreement • April 11th, 2018 • BayCom Corp • State commercial banks

This award of restricted stock units (“RSUs”) is granted as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

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AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 26, 2017 BY AND AMONG BAYCOM CORP, UNITED BUSINESS BANK AND PLAZA BANK
Merger Agreement • April 11th, 2018 • BayCom Corp • State commercial banks • California

This Agreement and Plan of Merger dated as of June 26, 2017, (“Agreement”) is made and entered into by and among BayCom Corp, a California corporation that is a bank holding company (“BHC”), United Business Bank, a California state-chartered commercial bank that is wholly-owned by BHC (“BANK”) and Plaza Bank, a Washington state-chartered commercial bank (“PLAZA”).

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BAYCOM CORP RESTRICTED STOCK UNIT AGREEMENT [Time-based Vesting]
Restricted Stock Unit Agreement • June 24th, 2024 • BayCom Corp • State commercial banks

This award of restricted stock units (“RSUs”) is granted as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

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Law Offices Silver, Freedman, Taff & Tiernan LLP A Limited Liability Partnership Including Professional Corporations
Agreement and Plan of Merger • March 22nd, 2019 • BayCom Corp • State commercial banks

We have acted as special tax counsel for BayCom Corp, a California corporation (“BayCom”), in connection with the preparation and filing on March 22, 2019, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the merger of Uniti Financial Corporation, a California corporation (“Uniti”) with and into BayCom, with BayCom being the surviving corporation (the “Merger”) and the resulting exchange by Uniti shareholders of shares of Uniti Common Stock for shares of BayCom Common Stock and cash pursuant to the terms of the Agreement and Plan of Merger by and between BayCom and Uniti dated December 7, 2018 (the “Merger Agreement”), as further set forth in the proxy statement/prospectus contained in the Registration Statem

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BAYCOM CORP INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • June 24th, 2024 • BayCom Corp • State commercial banks

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of «Grant_Date» by BayCom Corp, a California corporation (the “Company”), to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:

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AMENDMENT NO. 1 TO JOINT BENEFICIARY AGREEMENT
Joint Beneficiary Agreement • June 23rd, 2023 • BayCom Corp • State commercial banks

THIS AMENDMENT NO. 1 (the “Amendment”) is adopted June 20, 2023 by and between United Business Bank (the “Bank”) and Keary Colwell (the “Insured”) and amends the Joint Beneficiary Agreement by and between the Bank and the Insured dated April 17, 2018 (the “Agreement”).

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BAY COMMERCIAL BANK Award Agreement (2014 Equity Incentive Plan) Date of Award: ____________________.
Award Agreement • April 11th, 2018 • BayCom Corp • State commercial banks

Bay Commercial Bank (the “Bank”) has this day granted to you, the “Eligible Individual” named above, an award (“Award”) of shares of the Common Stock of the Bank, par value $0.01 per share (“Common Stock”), pursuant and subject to the terms and conditions set forth in this Award Agreement and in the 2014 Equity Incentive Plan (the “2014 Plan”). The Award of Common Stock hereunder (“Restricted Stock”) represents the right to receive that number of shares of the Common Stock in the Company indicated below and subject to the vesting and forfeiture provisions in the 2014 Plan and in Section 3 of this Award Agreement. This Award of Restricted Stock does not qualify within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) and is exempt from the requirements of Section 409A of the Code. Capitalized terms used herein and not otherwise defined shall have the same meanings given to such terms in the 2014 Plan.

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AGREEMENT AND PLAN OF MERGER by and between BAYCOM CORP and TIG BANCORP Dated as of June 28, 2019
Merger Agreement • July 1st, 2019 • BayCom Corp • State commercial banks • Colorado

AGREEMENT AND PLAN OF MERGER, dated as of June 28, 2019 (this “Agreement”), by and between BayCom Corp, a California corporation (“BayCom”), and TIG Bancorp, a Colorado corporation (“TIG”, and together with BayCom, the “Parties”).

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BAYCOM CORP AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT [Time-based Vesting]
Restricted Stock Award Agreement • April 11th, 2018 • BayCom Corp • State commercial banks

Restricted Stock is hereby awarded as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp Amended and Restated 2017 Omnibus Equity Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

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BAYCOM CORP RESTRICTED STOCK AGREEMENT [Time-based Vesting]
Restricted Stock Agreement • June 24th, 2024 • BayCom Corp • State commercial banks

Restricted Stock is hereby awarded as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.

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AGREEMENT AND PLAN OF MERGER by and between BAYCOM CORP and PACIFIC ENTERPRISE BANCORP Dated as of September 7, 2021
Merger Agreement • September 8th, 2021 • BayCom Corp • State commercial banks • California

AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2021 (this “Agreement”), by and between BayCom Corp, a California corporation (“BayCom”), and Pacific Enterprise Bancorp, a California corporation (“PEB”, and together with BayCom, the “Parties”).

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AMENDMENT NO. 1 TO AMENDED AND RESTATED JOINT BENEFICIARY AGREEMENT
Joint Beneficiary Agreement • June 23rd, 2023 • BayCom Corp • State commercial banks

THIS AMENDMENT NO. 1 (the “Amendment”) is adopted June 20, 2023 by and between United Business Bank (the “Bank”) and George J. Guarini (the “Insured”) and amends the Amended and Restated Joint Beneficiary Agreement by and between the Bank and the Insured dated April 17, 2018 (the “Agreement”).

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BAYCOM CORP NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • June 24th, 2024 • BayCom Corp • State commercial banks

This option, intended to be a Non-Qualified Stock Option, is granted as of «Grant_Date» by BayCom Corp, a California corporation (the “Company”), to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:

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AMENDMENT NO. 1 TO JOINT BENEFICIARY AGREEMENT
Joint Beneficiary Agreement • June 23rd, 2023 • BayCom Corp • State commercial banks

THIS AMENDMENT NO. 1 (the “Amendment”) is adopted June 20, 2023 by and between United Business Bank (the “Bank”) and Janet King (the “Insured”) and amends the Joint Beneficiary Agreement by and between the Bank and the Insured dated April 17, 2018 (the “Agreement”).

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AGREEMENT AND PLAN OF MERGER by and between BAYCOM CORP and UNITI FINANCIAL CORPORATION Dated as of December 7, 2018
Merger Agreement • December 10th, 2018 • BayCom Corp • State commercial banks • California

AGREEMENT AND PLAN OF MERGER, dated as of December 7, 2018 (this “Agreement”), by and between BayCom Corp, a California corporation (“BayCom”), and Uniti Financial Corporation, a California corporation (“Uniti”, and together with BayCom, the “Parties”).

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Law Offices Silver, Freedman, Taff & Tiernan LLP A Limited Liability Partnership Including Professional Corporations
Agreement and Plan of Merger • July 25th, 2019 • BayCom Corp • State commercial banks

We have acted as special tax counsel for BayCom Corp, a California corporation (“BayCom”), in connection with the preparation and filing on July [•], 2019, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the Registration Statement on Form S-4 (as such may thereafter be amended or supplemented) (the “Registration Statement”). The Registration Statement relates to a plan of reorganization involving the merger of TIG Bancorp, a Colorado corporation (“TIG”) with and into BayCom, with BayCom being the surviving corporation (the “Merger”) and the resulting exchange by TIG shareholders of shares of TIG Common Stock for shares of BayCom Common Stock and cash pursuant to the terms of the Agreement and Plan of Merger by and between BayCom and TIG dated June 28, 2019 (the “Merger Agreement”), as further set forth in the proxy statement/prospectus contained in the Registration Statement (the “Prospectus”). Capit

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BAYCOM CORP AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN NON- QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • April 11th, 2018 • BayCom Corp • State commercial banks

This option, intended to be a Non-Qualified Stock Option, is granted as of the above Date of Grant by BayCom Corp (the “Company”) to the above-named Optionee, in accordance with the following terms and conditions:

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Contract
Underwriting Agreement • August 10th, 2020 • BayCom Corp • State commercial banks • New York

BayCom Corp, a California corporation (the “Company”), confirms its agreement with Janney Montgomery Scott LLC (“Janney”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Janney is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amounts set forth in Schedule A of $65,000,000 in aggregate principal amount of the Company’s 5.25% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities are to be issued pursuant to the Subordinated Indenture dated as of August 10, 2020 (the “Base Indenture”), by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture, to be dated as of August 10, 2020 (the “Supplemental Indenture”), by and between the Company and the Trustee (t

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AGREEMENT AND PLAN OF REORGANIZATION AND MERGER DATED AS OF DECEMBER 14, 2016 BY AND AMONG BAY COMMERCIAL BANK, BAYCOM CORP, FIRST ULB CORP., AND UNITED BUSINESS BANK, FSB
Agreement and Plan of Reorganization and Merger • April 11th, 2018 • BayCom Corp • State commercial banks • California

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER, dated as of December 14, 2016, by and among Bay Commercial Bank, a California state-chartered bank (“BAY”), BayCom Corp, a California corporation [that is in the process of becoming a bank holding company and sole shareholder of BAY (“BHC”), First ULB Corp., a California corporation and registered savings and loan holding company (“FULB”) and United Business Bank, FSB, a federal savings bank (“UBB”).

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UNITED BUSINESS BANK JOINT BENEFICIARY AGREEMENT
Joint Beneficiary Agreement • August 14th, 2018 • BayCom Corp • State commercial banks • California

The respective rights and duties of UNITED BUSINESS BANK (hereinafter the “Bank”) and MARY THERESE CURLEY (hereinafter “Insured”) in the above-referenced Policy(ies) shall be pursuant to the terms set forth below:

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BAYCOM CORP AMENDED AND RESTATED 2017 OMNIBUS EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • April 11th, 2018 • BayCom Corp • State commercial banks

This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of the above Date of Grant by BayCom Corp (the “Company”) to the above-named Optionee, in accordance with the following terms and conditions:

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