Pacific Premier Bancorp Inc Sample Contracts

ARTICLE I
Agreement and Plan of Reorganization • January 27th, 1997 • Life Financial Corp
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Bear, Stearns & Co. Inc. 245 Park Avenue New York, New York 10167
Assignment and Assumption Agreement • May 1st, 2001 • Life Financial Corp • Savings institution, federally chartered • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2012 • Pacific Premier Bancorp Inc • State commercial banks • Florida

Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Raymond James & Associates, Inc. (“Raymond James”) and D.A. Davidson & Co. (each an “Underwriter” and collectively, the “Underwriters”), for whom Raymond James is acting as representative (in such capacity, the “Representative”) an aggregate of 3,300,000 shares of its Common Stock, par value $.01 per share (the “Common Stock”) at the price of $9.45 per share (the “Purchase Price Per Share”). The aggregate of 3,300,000 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 495,000 shares of Common Stock (the “Additional Shares”) to cover over-allotments by the Underwriters, if any. The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Securities.”

GUARANTEE AGREEMENT PACIFIC PREMIER BANCORP, INC. Dated as of March 25, 2004
Guarantee Agreement • May 3rd, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of March 25, 2004, is executed and delivered by PACIFIC PREMIER BANCORP, INC., a savings and loan holding company incorporated in the State of Delaware (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of PPBI Trust I, a Delaware statutory trust (the “Issuer”).

LIFE SAVINGS BANK, FEDERAL SAVINGS BANK AS BORROWER AND MORGAN STANLEY MORTGAGE CAPITAL INC. AS LENDER
Master Loan and Security Agreement • June 11th, 1997 • Life Financial Corp • Savings institution, federally chartered • New York
• ] Shares Pacific Premier Bancorp, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • October 27th, 2009 • Pacific Premier Bancorp Inc • State commercial banks • Illinois

Howe Barnes Hoefer & Arnett, Inc. As representative of the several Underwriters named in Schedule I hereto c/o Howe Barnes Hoefer & Arnett, Inc. 222 South Riverside Plaza 7th Floor Chicago, Illinois 60606

EXHIBIT 99.3 SUPERVISORY AGREEMENT
Supervisory Agreement • September 29th, 2000 • Life Financial Corp • Savings institution, federally chartered
Common Stock ($0.01 par value per share)
Life Financial Corp • March 27th, 1997 • Savings institution, federally chartered • California
PACIFIC PREMIER BANCORP, INC.
Underwriting Agreement • June 15th, 2020 • Pacific Premier Bancorp Inc • State commercial banks • New York

Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $150,000,000 aggregate principal amount of the Company’s 5.375% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “Securities”). The Securities will be issued pursuant to the indenture (the “Base Indenture”), dated as of May 8, 2019, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a second supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2016 • Pacific Premier Bancorp Inc • State commercial banks • California

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of this 31st day of May, 2016, by and between Thomas Rice (the “Executive”) and Pacific Premier Bank (the “Bank”).

SERVICING RIGHTS PURCHASE AGREEMENT
Servicing Rights Purchase Agreement • May 1st, 2001 • Life Financial Corp • Savings institution, federally chartered • Oregon
EMPLOYMENT AGREEMENT
Employment Agreement • June 2nd, 2016 • Pacific Premier Bancorp Inc • State commercial banks • California

EMPLOYMENT AGREEMENT (“Agreement”) dated this 31st day of May 2016, by and between Ronald J. Nicolas, Jr. (the “Executive”), Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier Bank (the “Bank” and, together with the Company, the “Employers”).

PACIFIC PREMIER BANCORP, INC. $60,000,000 Aggregate Principal Amount of 5.75% Subordinated Notes Due 2024 ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • September 2nd, 2014 • Pacific Premier Bancorp Inc • State commercial banks • New York

ISSUING AND PAYING AGENCY AGREEMENT, dated as of August 29, 2014 (the “Agreement”), between Pacific Premier Bancorp, Inc., a corporation organized under the laws of the State of Delaware, as issuer (the “Issuer”), and U.S. Bank National Association, a national banking association, as issuing and paying agent (the “Issuing and Paying Agent”).

PACIFIC PREMIER BANCORP, INC. Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2003 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • Virginia

FRIEDMAN, BILLINGS, RAMSEY & CO., INC. as Representative of the several Underwriters c/o Friedman, Billings, Ramsey & Co., Inc. 1001 19th Street North Arlington, Virginia 22209

EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2021 • Pacific Premier Bancorp Inc • State commercial banks • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 30, 2021 (the “Effective Date”), by and between Edward Wilcox (the “Executive”), and Pacific Premier Bank (the “Bank”) (collectively the “Parties”).

FORM OF PACIFIC PREMIER BANCORP INC. 2004 LONG-TERM INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • September 3rd, 2004 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • Delaware

Stock Option Agreement (this “Option Agreement”), dated as of (the “Grant Date”), between Pacific Premier Bancorp, Inc. (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

LETTER OF ELECTION AND TRANSMITTAL To Accompany Certificates for Shares of Common Stock of INDEPENDENCE BANK
Pacific Premier Bancorp Inc • December 8th, 2014 • State commercial banks

Independence Bank ("Independence") entered into an Agreement and Plan of Reorganization, dated as of October 21, 2014 (the "Merger Agreement"), with Pacific Premier Bancorp, Inc. ("Pacific Premier") and Pacific Premier Bank ("Pacific Premier Bank"), which provides for the merger of Independence with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution (the "Merger"). This Letter of Election and Transmittal is being sent to Independence shareholders in accordance with the Merger Agreement for the purpose of providing Independence shareholders with the opportunity to elect the form of, and to receive, their aggregate Merger Consideration (as hereinafter defined). Pursuant to the Merger Agreement, shareholders of Independence may elect to receive cash, shares of Pacific Premier common stock, or a combination of both in exchange for their shares of Independence common stock upon consummation of the Merger. The election is subject to allocation procedures in

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EMPLOYMENT AGREEMENT
Employment Agreement • December 21st, 2007 • Pacific Premier Bancorp Inc • State commercial banks • California

EMPLOYMENT AGREEMENT (“Agreement”) dated this 19th day of December 2007, by and between John Shindler (the “Executive”) and Pacific Premier Bank (the “Bank” or the “Employer”).

ARTICLE 1 DEFINITIONS
Pacific Premier • May 19th, 2006 • Pacific Premier Bancorp Inc • Savings institution, federally chartered
EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2021 • Pacific Premier Bancorp Inc • State commercial banks • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 30, 2021 (the “Effective Date”), by and between Steven R. Gardner (the “Executive”), Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier Bank (the “Bank” and, together with the Company, the “Employers”) (collectively the “Parties”).

PACIFIC PREMIER BANCORP, INC. 2012 LONG-TERM INCENTIVE PLAN [NAMED EXECUTIVE OFFICER INCENTIVE] RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • November 16th, 2017 • Pacific Premier Bancorp Inc • State commercial banks • Delaware

Pacific Premier Bancorp, Inc., a Delaware corporation and any Subsidiary (the “Company”), hereby grants a restricted common stock (“Common Stock”) award (the “Stock Award”) to the person named below. This Stock Award is issued pursuant to the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the terms and conditions of this Stock Award shall be as set forth in the Plan and as are set forth in this Restricted Stock Award Agreement (“Agreement”).

PACIFIC PREMIER BANCORP, INC.
Underwriting Agreement • May 8th, 2019 • Pacific Premier Bancorp Inc • State commercial banks • New York

Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) pursuant to the terms set forth herein (this “Agreement”) $125,000,000 aggregate principal amount of the Company’s 4.875% Fixed-to-Floating Rate Subordinated Notes due 2029 (the “Securities”). The Securities will be issued pursuant to an indenture (the “Base Indenture”), to be dated as of the Closing Time (as defined in Section 2(b)), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture thereto relating to the Securities, to be dated as of the Closing Time, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Keefe, Bruyette & Woods, Inc. (“KBW”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connec

EMPLOYMENT AGREEMENT BETWEEN LIFE BANK AND STEVEN GARDNER
Employment Agreement • August 28th, 2003 • Pacific Premier Bancorp Inc • Savings institution, federally chartered • California

This Employment Agreement (“Agreement”) is by and between LIFE BANK, a federal savings bank (“Bank”) and STEVEN GARDNER (“Executive”). Bank hereby employs Executive and Executive hereby accepts employment with Bank in accordance with the following terms and subject to the following conditions:

AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF SEPTEMBER 30, 2015 BY AND BETWEEN PACIFIC PREMIER BANCORP, INC. AND SECURITY CALIFORNIA BANCORP
Shareholder Agreement • October 1st, 2015 • Pacific Premier Bancorp Inc • State commercial banks • Delaware

AGREEMENT AND PLAN OF REORGANIZATION, dated as of September 30, 2015 between Pacific Premier Bancorp, Inc. (“PPBI”) and Security California Bancorp (“SCB”).

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • November 27th, 2001 • Life Financial Corp • Savings institution, federally chartered • California
LETTER OF TRANSMITTAL To Accompany Certificates for Shares of Common Stock of FIRST ASSOCIATIONS BANK
Pacific Premier Bancorp Inc • January 15th, 2013 • State commercial banks

First Associations Bank ("FAB") entered into an Agreement and Plan of Reorganization, dated as of October 15, 2012 (the "Merger Agreement"), with Pacific Premier Bancorp, Inc. ("Pacific Premier") and Pacific Premier Bank ("Pacific Premier Bank"), which provides for the merger of FAB with and into Pacific Premier Bank, with Pacific Premier Bank as the surviving institution (the "Merger"). This Letter of Transmittal is being sent to FAB shareholders in accordance with the Merger Agreement for the purpose of providing FAB shareholders with the opportunity to receive their aggregate Merger Consideration (as hereinafter defined). Pursuant to the Merger Agreement, the undersigned hereby surrenders to American Stock Transfer & Trust Company, LLC, as the exchange agent (the "Exchange Agent"), the undersigned's stock certificate(s) (the "Certificate(s)") representing shares of FAB common stock (the "Shares") in exchange for the "Merger Consideration," which, for each Share surrendered, consists

PACIFIC PREMIER BANCORP, INC. AMENDED AND RESTATED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 16th, 2017 • Pacific Premier Bancorp Inc • State commercial banks • Delaware

This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), effective as of (the “Grant Date”), is made by and between Pacific Premier Bancorp, Inc., a Delaware corporation (the “Company”), and (the “Participant”). This Restricted Stock Unit Award is made pursuant to the terms of the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been provided to the Participant and the terms of which are hereby incorporated by reference and made part of this Agreement. Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan.

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