Foothill Independent Bancorp Sample Contracts

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i- 3 RIGHTS AGREEMENT
Rights Agreement • March 3rd, 1997 • Foothill Independent Bancorp • State commercial banks • California
AND
Rights Agreement • July 20th, 2000 • Foothill Independent Bancorp • State commercial banks • California
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FIRST COMMUNITY BANCORP
Merger Agreement • December 20th, 2005 • Foothill Independent Bancorp • State commercial banks • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2005 (this “Agreement”), by and among First Community Bancorp, a California corporation (“Acquiror”), and Foothill Independent Bancorp, a Delaware corporation (the “Company”).

SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 15th, 2006 • Foothill Independent Bancorp • State commercial banks • California

This SEVERANCE COMPENSATION AGREEMENT, is made as of May 20, 2005 (the “Agreement”), by and between FOOTHILL INDEPENDENT BANK, a California corporation (the “Company”) and CAROL ANN GRAF (the “Executive”), with reference to the following facts and circumstances:

SHAREHOLDER AGREEMENT
Shareholder Agreement • January 9th, 2006 • Foothill Independent Bancorp • State commercial banks • Delaware

This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of December 30, 2005 by and between Foothill Independent Bancorp, a Delaware corporation (the “Company”), and the signatory hereto (the “Shareholder”). Capitalized terms used and not defined herein have the same meaning as in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between First Community Bancorp, a California corporation (“Acquiror”) and the Company.

AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • December 19th, 2005 • Foothill Independent Bancorp • State commercial banks • Delaware

THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (this “Amendment”), dated as of December 14, 2005, between Foothill Independent Bancorp, a Delaware corporation (the “Company”), and Registrar and Transfer Company, as Rights Agent (the “Rights Agent”), amends that certain Amended and Restated Rights Agreement, dated as of July 18, 2000 (the “Rights Agreement”).

FORM OF SHAREHOLDER AGREEMENT
Shareholder Agreement • January 9th, 2006 • Foothill Independent Bancorp • State commercial banks • Delaware

This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of December 30, 2005 by and between First Community Bancorp, a California corporation (“Acquiror”), and the signatory hereto (the “Shareholder”). Capitalized terms used and not defined herein have the same meaning as in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between Acquiror and Foothill Independent Bancorp, a Delaware corporation (the “Company”).

SEVERANCE COMPENSATION AGREEMENT
Severance Compensation Agreement • March 15th, 2006 • Foothill Independent Bancorp • State commercial banks • California

This SEVERANCE COMPENSATION AGREEMENT, dated as of September 30, 1997 (the “Agreement”), is made by and between FOOTHILL INDEPENDENT BANCORP, a California corporation (the “Company”) and GEORGE E. LANGLEY (the “Executive”), with reference to the following facts and circumstances:

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