Southern California Bancorp \ CA Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Indemnification Agreement, dated as of , is made by and between Southern California Bancorp, a California corporation (the “Company”), and (the “Indemnitee”).

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF JANUARY 30, 2024 BY AND BETWEEN SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP
Merger Agreement • January 30th, 2024 • Southern California Bancorp \ CA • National commercial banks • California

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of January 30, 2024 (this “Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and California BanCorp, a California corporation (“CBC”).

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RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS RESTRICTED SHARES AWARD AGREEMENT (this “Award Agreement”), dated as of the Award Date specified above, is entered into by and between Southern California Bancorp (the “Company”) and the Participant specified above, pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”), with reference to the following:

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CALIFORNIA BANCORP RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 31st, 2024 • California BanCorp \ CA • National commercial banks • California

California BanCorp, a California corporation, (the “Company” or “BanCorp”), hereby awards you a Restricted Stock Unit Award (the “Stock Units”). The terms and conditions of the Award are set forth in this cover sheet and the attached Restricted Stock Unit Agreement (together, this “Agreement”) and in the California BanCorp 2017 Equity Incentive Plan as it may be amended from time to time (the “Plan”). “Shares” means shares of Bancorp Common Stock. “Service” means rendering service to BanCorp or its Subsidiaries as an advisor, Director or employee. Capitalized terms in this Agreement that are not defined shall have the meanings set forth in the Plan.

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EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2024 • Southern California Bancorp \ CA • National commercial banks • California

This Employment Agreement (this “Agreement”) is entered into by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and David I. Rainer (the “Executive”), with reference to the following:

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Change in Control Agreement (“Agreement”) is entered into between Bank of Southern California, N.A, a national banking association (“Bank”), and Bank’s parent corporation Southern California Bancorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and _______________ (“Employee”).

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BANK OF SOUTHERN CALIFORNIA SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 14th day of July, 2021 (“Effective Date”), by and between Bank of Southern California, N.A., a national bank located in San Diego, California (the “Bank”), and Richard Hernandez (the “Executive”).

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CALIFORNIA BANK OF COMMERCE SPLIT-DOLLAR AGREEMENT (By and Between California Bank of Commerce and Thomas A. Sa)
Split-Dollar Agreement • July 31st, 2024 • California BanCorp \ CA • National commercial banks • California

This CALIFORNIA BANK OF COMMERCE SPLIT-DOLLAR AGREEMENT (“Agreement”) was executed on January 14, 2020 (“Execution Date”) by and between California Bank of Commerce, a California banking corporation having its main office in Lafayette, California (the “Bank” or “Employer”), and Thomas A. Sa, an individual (“Insured”) and was effective as of June 1, 2019. Wherefore, the parties agree as follows:

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Stock Purchase Agreement (this “Agreement”) is dated as of September 22, 2016, by and between Bank of Southern California, N.A., a national banking association (the “Bank”), and Castle Creek Capital Partners VI, L.P., a Delaware limited partnership (the “Purchaser”).

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PARTICIPANTS TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT AND THE BANK’S 2011 OMNIBUS EQUITY INCENTIVE PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF...
Stock Option Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS STOCK OPTION AGREEMENT (this “Stock Option”), dated as of the _______ day of____________, 20____ is entered into by and between Bank of Southern California, N.A. (the “Bank”) and ________________________________ (“Participant”) pursuant to the Bank of Southern California, N.A. 2011 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”) with reference to the following:

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October 16, 2019
Stock Purchase and Subscription Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

Reference is made to that certain Stock Purchase and Subscription Agreement, dated as of the date of this side letter (the “Agreement”) between Bank of Southern California, National Association, a national banking association (the “Company”) and Castle Creek Capital Partners VI, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined in this side letter (this “Side Letter Agreement”) shall have the meanings assigned to them in the Agreement.

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EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Employment Agreement (the “Agreement”), dated as of April 26, 2021 (the “Agreement Date”), is entered into by and between Bank of Southern California, N.A., a national banking association (the “Bank”) and Frank D. Di Tomaso, Jr. (the “Employee”) with regard to the following:

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AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 26, 2021 BY AND AMONG SOUTHERN CALIFORNIA BANCORP, BANK OF SOUTHERN CALIFORNIA, NATIONAL ASSOCIATION AND BANK OF SANTA CLARITA
Merger Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Agreement and Plan of Merger, dated as of April 26, 2021 (this “Agreement”), is made and entered into by and among Southern California Bancorp, a California corporation (“SCB”), Bank of Southern California, National Association, a national banking association and a wholly-owned subsidiary of SCB (“BOSC”), and Bank of Santa Clarita, a California state- chartered commercial bank (“BSCA”), with reference to the following recitals:

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EMPLOYMENT AGREEMENT
Employment Agreement • January 30th, 2024 • Southern California Bancorp \ CA • National commercial banks • California

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE; WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETI’LEMENT WITH THE DEBTOR.

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May 15, 2024 Southern California Bancorp Los Angeles, CA 90071 Ladies and Gentlemen:
Merger Agreement • May 15th, 2024 • Southern California Bancorp \ CA • National commercial banks

This opinion is being delivered to you in connection with the Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Merger Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and California BanCorp, a California corporation (“CBC”). Pursuant to the Merger Agreement, CBC will merge with and into SCB with SCB surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).

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RESTRICTED SHARES AWARD AGREEMENT SOUTHERN CALIFORNIA BANCORP
Restricted Shares Award Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS RESTRICTED SHARES AWARD AGREEMENT (this “Award Agreement”), granted on __________, to be effective as of commencement of employment, __________, hereinafter the “Award Date,” is entered into by and between Southern California Bancorp (the “Company”) and the Participant specified above, pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”), with reference to the following:

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SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • November 14th, 2024 • California BanCorp \ CA • National commercial banks

California BanCorp and California Bank of Commerce, N.A. (“Bank”) and Thomas A. Sa (“Employee”) hereby enter into this Separation and Release Agreement (the “Agreement”). The parties agree as follows:

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FIRST AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT (By and Between California Bank of Commerce and Steven E. Shelton)
Executive Supplemental Compensation Agreement • July 31st, 2024 • California BanCorp \ CA • National commercial banks • California

This First Amendment (“Amendment”) to the Executive Supplemental Compensation Agreement dated as of May 7, 2018 (the “Agreement”), is made and entered into as of July 31, 2024, by and between California Bank of Commerce, N.A., a national association (the “Bank”) and successor by merger to California Bank of Commerce, a state-chartered commercial bank (“CBC Bank”), and Steven E. Shelton (the “Executive”).

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AGREEMENT OF MERGER
Merger Agreement • July 31st, 2024 • California BanCorp \ CA • National commercial banks • California

This Agreement of Merger, dated as of July 31, 2024 (“Agreement”), is made by and between Southern California Bancorp (“SCB”) and California BanCorp (“CBC”).

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STOCK OPTION AGREEMENT SOUTHERN CALIFORNIA BANCORP
Stock Option Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS STOCK OPTION AGREEMENT (this “Stock Option”), dated as of the ____ day of ________, 20___ is entered into by and between Southern California Bancorp (the “Company”) and ________________________________ (“Participant”) pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”) with reference to the following:

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