0001104659-09-043681 Sample Contracts

TERMINATION OF EMPLOYMENT AGREEMENT
Termination of Employment Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Termination of Employment Agreement (this “Agreement”) is entered into as of July , 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).

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VOTING AGREEMENT
Voting 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:

SHAREHOLDER AGREEMENT
Shareholder 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:

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