GUARANTEE AGREEMENT NATIONAL MERCANTILE BANCORP Dated as of July 16, 2001Guarantee Agreement • January 11th, 2007 • First California Financial Group, Inc. • State commercial banks • New York
This GUARANTEE AGREEMENT (the “Guarantee”), dated as of July 16, 2001, is executed and delivered by National Mercantile Bancorp, a bank holding company incorporated in California (the “Guarantor”), and The Bank of New York, 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 National Mercantile Capital Trust 1, a Delaware statutory business trust (the “Issuer”).
PURCHASE AND ASSUMPTION AGREEMENT INSURED DEPOSIT AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF 1st CENTENNIAL BANK, REDLANDS, CA, FEDERAL DEPOSIT INSURANCE CORPORATION, and FIRST CALIFORNIA BANK, WESTLAKE VILLAGE, CA DATED AS OF JANUARY...Purchase and Assumption Agreement • December 8th, 2009 • First California Financial Group, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of January 23, 2009, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION (the “FDIC”), as RECEIVER of 1st CENTENNIAL BANK, Redlands, CA (the “Receiver”), FIRST CALIFORNIA BANK, Westlake Village, CA, organized under the laws of the State of California, and having its principal place of business in Westlake Village, CA (the “Assuming Bank”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2011 • First California Financial Group, Inc. • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 7th, 2013 • First California Financial Group, Inc. • State commercial banks • California
This Change in Control Agreement (“Agreement”) is made this 31st day of December, 2012, by and between Gilbert J. Dalmau (“Executive”) and FIRST CALIFORNIA FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), with regard to the following:
First California Financial Group, Inc. (a Delaware corporation) [—] Shares of Common Stock (Par Value $0.01 Per Share) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2009 • First California Financial Group, Inc. • State commercial banks • New York
409A Amendment to the First California Bank Salary Continuation Agreement and Split Dollar Agreement for Romolo SantarosaDollar Agreement • March 31st, 2009 • First California Financial Group, Inc. • State commercial banks
This 409A Amendment is intended to bring the Agreement and the SDA into full compliance with the requirements of Internal Revenue Code Section 409A. Therefore, the following changes shall be made:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 2nd, 2007 • First California Financial Group, Inc. • State commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is dated as of March 12, 2007, by and between First California Financial Group, Inc., a Delaware corporation (the “Successor Company"), and Wilmington Trust Company, a Delaware banking corporation (the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2012 • First California Financial Group, Inc. • State commercial banks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation (“Parent”), First California Financial Group, Inc., a Delaware corporation (the “Company”), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a member of the board of directors of Parent (each, a “Director”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF SAN LUIS TRUST BANK, SAN LUIS OBISPO, CALIFORNIA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST CALIFORNIA BANK DATED AS OF FEBRUARY...Purchase and Assumption Agreement • February 25th, 2011 • First California Financial Group, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 18 day of February, 2011, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of SAN LUIS TRUST BANK, SAN LUIS OBISPO, CALIFORNIA (the “Receiver”), FIRST CAIFORNIA BANK, organized under the laws of the State of California having its principal place of business in Westlake Village, California (the “Assuming Institution”), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the “Corporation”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2012 • First California Financial Group, Inc. • State commercial banks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation (“Parent”), First California Financial Group, Inc., a Delaware corporation (the “Company”), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a holder (each, a “Stockholder”) of shares of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share, of the Company (the “Series A Preferred Stock”) and shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 5th, 2006 • First California Financial Group, Inc. • State commercial banks • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 1st day of January, 1999 (the “Effective Date”), between MERCANTILE NATIONAL BANK, a National Banking Association organized and existing under the laws of the United States (the “Bank”), and SCOTT A MONTGOMERY (“Montgomery”).
AMENDMENT TO THE FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT FOR CHONG GUK KUMSplit Dollar Agreement • March 5th, 2010 • First California Financial Group, Inc. • State commercial banks
THIS AMENDMENT is entered into and effective this 16th day of December, 2009, by and between FIRST CALIFORNIA BANK, a bank organized and existing under the laws of the State of California (hereinafter referred to as the “Company”), and CHONG GUK KUM (the “Executive”), and shall effectively amend the FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENT (the “Agreement”), dated March 27, 2003. Therefore, pursuant to Article 7 of the Agreement, the parties agree as follows:
FIRST CALIFORNIA BANK AS AMENDEDFirst California Financial Group, Inc. • July 1st, 2011 • State commercial banks
THIS AGREEMENT, dated the [DATE], is entered into by and between First California Bank, a California corporation (the "Bank"), and [NAME] ("Optionee");
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 17th, 2012 • First California Financial Group, Inc. • State commercial banks • California
This Amendment No. 1 to the Agreement and Plan of Merger (this “Amendment”), dated as of July 9, 2012, by and among First California Financial Group, Inc., a Delaware corporation (“FCAL”), First California Bank, a California state-chartered commercial bank (“FCB”), and Premier Service Bank, a California state-chartered commercial bank (“PSBK”), is entered into with respect to the following:
Agreement and Plan of Merger by and among TIB The Independent BankersBank, First California Financial Group, Inc., and South Bay BankAgreement and Plan of Merger • May 15th, 2007 • First California Financial Group, Inc. • State commercial banks • Texas
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 23, 2007, is made by and among TIB THE INDEPENDENT BANKERSBANK, a Texas state-chartered banking institution (“TIB”), FIRST CALIFORNIA FINANCIAL GROUP, INC., a Delaware corporation (“FCFG”), and SOUTH BAY BANK, a national banking association (“SBB”). Capitalized terms have the meanings set forth in Article I.
AGREEMENT AND PLAN OF MERGER by and between PACWEST BANCORP and FIRST CALIFORNIA FINANCIAL GROUP, INC. Dated as of November 6, 2012Agreement and Plan of Merger • November 9th, 2012 • First California Financial Group, Inc. • State commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 6, 2012 (this “Agreement”), by and between PacWest Bancorp, a Delaware corporation (“Parent”) and First California Financial Group, Inc., a Delaware corporation (the “Company”).
PURCHASE AND ASSUMPTION AGREEMENT WHOLE BANK ALL DEPOSITS AMONG FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER OF WESTERN COMMERCIAL BANK, WOODLAND HILLS, CALIFORNIA FEDERAL DEPOSIT INSURANCE CORPORATION and FIRST CALIFORNIA BANK, WESTLAKE VILLAGE,...Purchase and Assumption Agreement • November 12th, 2010 • First California Financial Group, Inc. • State commercial banks
THIS AGREEMENT, made and entered into as of the 5th day of November, 2010, by and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of WESTERN COMMERCIAL BANK, WOODLANDS HILLS, CALIFORNIA (the "Receiver"), FIRST CALIFORNIA BANK, organized under the laws of the State of California, and having its principal place of business in WESTLAKE VILLAGE, CALIFORNIA (the "Assuming Institution"), and the FEDERAL DEPOSIT INSURANCE CORPORATION, organized under the laws of the United States of America and having its principal office in Washington, D.C., acting in its corporate capacity (the "Corporation").
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 9th, 2012 • First California Financial Group, Inc. • State commercial banks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of November 6, 2012, is entered into by and among PacWest Bancorp, a Delaware corporation (“Parent”), First California Financial Group, Inc., a Delaware corporation (the “Company”), and each person executing this Agreement or a counterpart to this Agreement, each of whom is a member of the board of directors of the Company (each, a “Director”).
RESTRICTED SHARE AWARD AGREEMENT pursuant to the FIRST CALIFORNIAAward Agreement • July 1st, 2011 • First California Financial Group, Inc. • State commercial banks • Delaware
THIS AWARD AGREEMENT (“Award Agreement”), dated as of the Award Date specified above, is entered into by and between First California Financial Group, Inc. (the “Company”) and the Participant specified above, pursuant to the First California 2007 Omnibus Equity Incentive Plan as in effect and as amended from time to time (“Plan”) with reference to the following:
WESTLAKE PARK PLACE LEASE AGREEMENT between WESTLAKE PLAZA CENTER EAST, LLC, as Landlord, and FIRST CALIFORNIA BANK, as Tenant Dated: November 23, 2007Lease Agreement • March 31st, 2009 • First California Financial Group, Inc. • State commercial banks • California
THIS LEASE AGREEMENT (“Lease”) is entered into as of the Effective Date, and by and between Landlord and Tenant, identified in Section 1.1 below.
REGISTRATION RIGHTS AGREEMENT Dated as of June 15, 2006 By and Between FIRST CALIFORNIA FINANCIAL GROUP, INC. and THE STOCKHOLDERS LISTED ON THE SIGNATURE PAGE HERETORegistration Rights Agreement • October 23rd, 2006 • First California Financial Group, Inc. • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 15, 2006 is by and among FIRST CALIFORNIA FINANCIAL GROUP, INC., a Delaware corporation (the “Company”), John W. Birchfield, a natural person residing in the state of California (“John Birchfield”), James O. Birchfield , a natural person residing in the state of California (“James Birchfield”, and together with John Birchfield, the “Birchfield Parties”), James O. Pohlad, a natural person residing in the state of Minnesota (“James Pohlad”), Robert C. Pohlad, a natural person residing in the state of Minnesota (“Robert Pohlad”), William M. Pohlad, a natural person residing in the state of Minnesota (“William Pohlad”), Carl R. Pohlad Revocable Trust No. 1 UTA dated June 28, 1991 (“Pohlad Trust 1”), and Carl R. Pohlad Revocable Trust No. 2 dated May 28, 1993 (“Pohlad Trust 2”, and together with, James Pohlad, Robert Pohlad, William Pohlad and Pohlad Trust 1, the “Pohlad Parties”).
FIRST CALIFORNIA BANK SPLIT DOLLAR AGREEMENTSplit Dollar Agreement • March 5th, 2010 • First California Financial Group, Inc. • State commercial banks • California
THIS AGREEMENT is adopted this ____ day of __________, 2006, by and between FIRST CALIFORNIA BANK, a state-chartered commercial bank located in Camarillo, California (the “Company”) and EDMOND SAHAKIAN (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.
