Southwest Community Bancorp Sample Contracts

PART 1 ARTICLE 1 INTRODUCTION
Southwest Community Bancorp • January 12th, 2004
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EXHIBIT 4.5
Guarantee Agreement • January 12th, 2004 • Southwest Community Bancorp • New York
EXHIBIT 10.10 LIFE INSURANCE
Southwest Community Bancorp • March 11th, 2004 • National commercial banks
LIFE INSURANCE
Agreement • May 1st, 2006 • Southwest Community Bancorp • National commercial banks
EXHIBIT 4.1 SOUTHWEST COMMUNITY BANCORP, AS ISSUER INDENTURE
Indenture • January 12th, 2004 • Southwest Community Bancorp • New York
EXHIBIT 10.2
Stock Option Agreement • January 12th, 2004 • Southwest Community Bancorp
AMENDMENT TO THE FRANK J. MERCARDANTE EMPLOYMENT AGREEMENT
Southwest Community Bancorp • May 1st, 2006 • National commercial banks
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
Agreement and Plan of Merger and Reorganization • February 16th, 2006 • Southwest Community Bancorp • National commercial banks • California

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 15, 2006 (this “Agreement”), by and among Placer Sierra Bancshares, a California corporation (“Parent”), and Southwest Community Bancorp, a California corporation (the “Company”).

FIRST AMENDMENT TO THE EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT BY AND BETWEEN SOUTHWEST COMMUNITY BANK AND STUART McFARLAND
Executive Supplemental Compensation Agreement • March 31st, 2005 • Southwest Community Bancorp • National commercial banks

This First Amendment (“Amendment”) is made and entered into effective this October 29, 2004, by and between Southwest Community Bank, with its principal offices located in the City of Carlsbad, California, (hereinafter the “Bank”) and Stuart F. McFarland, (hereinafter “the Executive”). This First Amendment hereby amends the Executive Supplemental Compensation Agreement, effective as of October 1, 2002, by and between the Bank and the Executive, as follows:

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT
Executive Supplemental Compensation Agreement • March 31st, 2005 • Southwest Community Bancorp • National commercial banks • California

This Agreement is made and entered into effective as of January 20, 2005 by and between Southwest Community Bank, with its principal offices located in the City of Carlsbad, California (“the Bank”), and Alan J. Lane an individual residing in the State of California (“the Executive”).

FIRST AMENDMENT TO THE LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT BY AND BETWEEN SOUTHWEST COMMUNITY BANK AND STUART McFARLAND
Dollar Plan Agreement • March 31st, 2005 • Southwest Community Bancorp • National commercial banks

This First Amendment (“Amendment”) is made and entered into effective this October 29, 2004, by and between Southwest Community Bank, with its principal offices located in the City of Carlsbad, California, (hereinafter the “Bank”) and Stuart F. McFarland, (hereinafter “the Executive”). This First Amendment hereby amends the Life Insurance Endorsement Method Split Dollar Plan Agreement, effective as of January 6, 2003, by and between the Bank and the Executive, as follows:

November 20, 2003 PERSONAL & CONFIDENTIAL Stuart F. McFarland President and COO Southwest Community Bank 5810 El Camino Real Carlsbad, CA 92008 Re: MODIFICATION OF YOUR EMPLOYMENT AGREEMENT Dear Mr. McFarland: You have been employed by SWCB as its...
Southwest Community Bancorp • March 11th, 2004 • National commercial banks

This letter is written to confirm the action of the Board of Directors of Southwest Community Bank ("SWCB") at its Board meeting on November 19, 2003 at which you were elected to the position of President and Chief Operating Officer of the Bank. Your salary will continue at its present base of One Hundred Eighty Thousand Dollars ($180,000.00) per year, subject to the covenants, terms and conditions of the Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • November 14th, 2005 • Southwest Community Bancorp • National commercial banks • California

This Employment Agreement (this “Agreementt”) is made this 7th day of November, 2005 (the “Effective Date”), between SOUTHWEST COMMUNITY BANK, a California banking corporation (the “Bank”), having a principal place of business at 5810 El Camino Road, Carlsbad, California 92024, and FRANK J. MERCARDANTE (“Executive”), whose residence address is 1657 Independence Way, Vista, California 92084, with reference to the following:

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PAUL M. WEIL & ASSOCIATES ATTORNEYS AT LAW 5810 EL CAMINO REAL, SUITE D CARLSBAD, CALIFORNIA 92008 (760) 438-1214 FAX (760) 431-2158 August 20, 2001
Southwest Community Bancorp • March 11th, 2004 • National commercial banks

This letter is written to confirm the action of the Board of Directors of Southwest Community Bank ("SWCB") at its Board meeting on August 15, 2001.

PAUL M. WEIL & ASSOCIATES ATTORNEYS AT LAW 5810 EL CAMINO REAL, SUITE D CARLSBAD, CALIFORNIA 92008 (760) 438-1214 FAX (760) 431-2158 December 8, 2003
Southwest Community Bancorp • March 11th, 2004 • National commercial banks

This letter is written to confirm the action of the Board of Directors of Southwest Community Bank ("SWCB") at its Board meeting on August 15, 2001.

OFFICE BUILDING LEASE Carlsbad Gateway Center LANDLORD SOUTHWEST COMMUNITY BANK, INC. TENANT JUNE, 2004
Office Building Lease • March 31st, 2005 • Southwest Community Bancorp • National commercial banks • California

EXHIBIT A: PREMISES FLOOR PLAN (not included) EXHIBIT B: RULES AND REGULATIONS (not included) EXHIBIT C: PARKING RULES AND REGULATIONS (non included) EXHIBIT D: SIGN CRITERIA (not included)

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