0001169770-15-000007 Sample Contracts

BANC OF CALIFORNIA, INC. INCENTIVE STOCK OPTION AGREEMENT (PERFORMANCE-BASED)

Incentive Stock Option Agreement • May 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Incentive Stock Option Agreement
• Filed
  May 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

This Option is granted pursuant to this Incentive Stock Option Agreement (the “Agreement”) on ___________, 20___ (the “Grant Date”) by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to _________ (the “Optionee”), in accordance with the following terms and conditions:

BANC OF CALIFORNIA, INC. RESTRICTED STOCK AGREEMENT (PERFORMANCE-BASED)

Restricted Stock Agreement • May 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Restricted Stock Agreement
• Filed
  May 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the “Agreement”) on ________, 20__by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to __________ (the “Grantee”), in accordance with the following terms and conditions:

BANC OF CALIFORNIA, INC. NONQUALIFIED OPTION AGREEMENT (PERFORMANCE-BASED)

Nonqualified Option Agreement • May 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Nonqualified Option Agreement
• Filed
  May 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

This Option is granted pursuant to this Nonqualified Option Agreement (the “Agreement”) on _____________, 20___ (the “Grant Date”) by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to _____________ (the “Optionee”), in accordance with the following terms and conditions:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employment Agreement • May 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Employment Agreement
• Filed
  May 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and among Banc of California, National Association, a national banking association (“Bank” or “Employer”) and Jeffrey T. Seabold (the “Executive”, and, together with Bank and Employer, either a “Party” or collectively the “Parties”) is dated and shall be effective as of the 1st day of April, 2015 (the “Agreement”).

BANC OF CALIFORNIA, INC. PERFORMANCE UNIT AGREEMENT

Performance Unit Agreement • May 8th, 2015 • Banc of California, Inc. • National commercial banks • Maryland

• Contract Type
  Performance Unit Agreement
• Filed
  May 8th, 2015
• Company
  Banc of California, Inc.
• Industry
  National commercial banks
• Jurisdiction
  Maryland

A Performance Unit is hereby awarded pursuant to this Performance Unit Agreement (this “Agreement”) on ________, 20__ (the “Grant Date”) by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to __________ (the “Grantee”), in accordance with the following terms and conditions: