BANC OF CALIFORNIA, INC. NON-QUALIFIED OPTION AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)Omnibus Stock Incentive Plan • August 18th, 2014 • Banc of California, Inc. • National commercial banks • 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, in connection with the Optionee’s service as a [non-employee director of [the Company] [Banc of California, N.A. (the “Bank”)]] [non-employee manager of The Palisades Group LLC (“TPG”)]:
Banc of California, Inc. 18500 Von Karman Avenue, Suite 1100 Irvine, California 92612 May 23, 2014Banc of California, Inc. • August 18th, 2014 • National commercial banks
Reference is made to (a) that certain Stock Appreciation Right Grant Agreement, dated as of August 21, 2012 and amended as of December 13, 2013 (the “SAR Agreement”), by and between you and Banc of California, Inc., a Maryland corporation (the “Company”), which, among other things, provides for the issuance of additional stock appreciation rights to you upon the occurrence of certain issuances of Company common stock, par value $0.01 per share (“Common Stock”), by the Company (the “Antidilution Right”) ; and (b) that certain Purchase Agreement, dated as of May 15, 2014 (the “Purchase Agreement”), by and between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, which relates to a public offering (the “Unit Offering”) of tangible equity units each comprised of (i) a prepaid stock purchase contract (each, a “Purchase Contract”) that will be settled by delivery of a certain number of shares of Common Stock, and (ii) a junior subordinated amortizing note. Capitalized terms
BANC OF CALIFORNIA, INC. RESTRICTED STOCK AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)Restricted Stock Agreement • August 18th, 2014 • Banc of California, Inc. • National commercial banks • 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, in connection with the Optionee’s service as a non-employee director of [the Company] [Banc of California, N.A. (the “Bank”)] [non-employee manager of The Palisades Group LLC (“TPG”)]:
