Re: Agreement and Plan of Merger by and between First PacTrust Bancorp, Inc. (“Buyer”) and The Private Bank of California (the “Company”)First Pactrust Bancorp Inc • February 6th, 2013 • National commercial banks • California
In consideration of the expenses and other obligations Buyer will incur in connection with the Agreement and Plan of Merger, by and between Buyer and the Company, dated as of August 21, 2012 (as may be amended, amended and restated or otherwise modified from time to time, the “Merger Agreement”), and in order to induce Buyer to execute the Merger Agreement and to proceed to incur such expenses, Richard M. Pachulski, individually and as Trustee of the Richard and Dana Pachulski Living Trust Dated September 30, 2003 (“Shareholder”) hereby agrees as follows (capitalized terms used and not defined herein shall have the meaning given such terms in the Merger Agreement):
CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • February 6th, 2013 • First Pactrust Bancorp Inc • National commercial banks • California
This CHANGE IN CONTROL AND SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of April 2, 2012 (the “Effective Date”), by and between The Private Bank of California (the “Bank”) and Suzanne Dondanville (“Executive”) for the purposes set forth hereinafter.
First PacTrust Bancorp, Inc. Letterhead]First Pactrust Bancorp Inc • February 6th, 2013 • National commercial banks
As you know, The Private Bank of California (the “Company”) has entered into an Agreement and Plan of Merger with First PacTrust Bancorp, Inc. (“Parent”), dated as of the date hereof (the “Merger Agreement”), contemplating a merger (the “Merger”) of the Company with and into a subsidiary of Parent. This letter (this “Letter”) memorializes the discussions and agreements between you, the Company and Parent regarding the impact of the Merger on your Change in Control and Severance Agreement with the Company, dated as of January 3, 2012 (the “Existing Agreement”). If the Closing Date (as defined in the Merger Agreement) does not occur, this Letter will be null and void ab initio and of no force and effect.
EMPLOYMENT AGREEMENTEmployment Agreement • February 6th, 2013 • First Pactrust Bancorp Inc • National commercial banks • California
This Employment Agreement (this “Agreement”) is entered into by and between First PacTrust Bancorp, Inc., a Maryland corporation (“Bancorp”), and David R. Misch (“Employee”) as of August 21, 2012 and effective as of the Closing Date (as defined in the Merger Agreement by and between Bancorp and The Private Bank of California (the “Merger Agreement”), which shall hereinafter be referred to as the “Effective Date”). For purposes of this Agreement, Bancorp and Pacific Trust Bank, a federally-chartered savings bank (“Bank”), shall collectively be referred to as “Employer”). If the Closing Date does not occur, this Agreement will be null and void ab initio and of no force and effect.
First PacTrust Bancorp, Inc. Letterhead]First Pactrust Bancorp Inc • February 6th, 2013 • National commercial banks
As you know, The Private Bank of California (the “Company”) has entered into an Agreement and Plan of Merger with First PacTrust Bancorp, Inc. (“Parent”), dated as of the date hereof (the “Merger Agreement”), contemplating a merger (the “Merger”) of the Company with and into a subsidiary of Parent. This letter (this “Letter”) memorializes the discussions and agreements between you, the Company and Parent regarding the impact of the Merger on your First Amended and Restated Employment Agreement with the Company, dated as of October 29, 2009 (the “Existing Agreement”). If the Closing Date (as defined in the Merger Agreement) does not occur, this Letter will be null and void ab initio and of no force and effect.
