1st Pacific Bancorp Sample Contracts

GUARANTEE AGREEMENT 1ST PACIFIC BANCORP Dated as of June 28, 2007
Guarantee Agreement • July 5th, 2007 • 1st Pacific Bancorp • State commercial banks • New York

This GUARANTEE AGREEMENT (the “Guarantee”), dated as of June 28, 2007, is executed and delivered by 1st Pacific Bancorp, a bank holding company incorporated in the State of California (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 FPBN Trust I, a Delaware statutory trust (the “Issuer”).

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EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Employment Agreement (the “Agreement”) is effective as of November 17, 2005 (the “Effective Date”) by and between Richard H. Revier (“Executive”) and 1st Pacific Bank of California, a California state-chartered bank (the “Bank”), with regard to the following:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2005, by and between 1st Pacific Bank of California, a California state bank (the “Bank”), and , [an officer][a director] of the Bank (“Indemnitee”).

TERMINATION OF EMPLOYMENT AGREEMENT
Termination of Employment Agreement • September 2nd, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Termination of Employment Agreement (this “Agreement”) is entered into as of , 2009 by and between [ ] (“Employee”), and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”) and made effective as of the Effective Time of the Merger (as these terms are defined below).

EMPLOYMENT AGREEMENT
Non-Qualified Stock Option Agreement • December 28th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Employment Agreement (the “Agreement”) is made and entered into as of December 21, 2007 (the “Effective Date”) by and between Richard H. Revier (“Executive”) and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”), with regard to the following:

First Amendment to Lease
First Amendment to Lease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

This Amendment, dated November 17, 2004, is executed by and between 95 College Plaza, Ltd., a California limited partnership (“Landlord”), and 1st Pacific Bank of California, a California corporation (“Tenant”). This Amendment is entered into with reference to the following facts:

EMPLOYMENT AGREEMENT
Restricted Stock Award Agreement • November 15th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Employment Agreement (the “Agreement”) is made and entered into as of October 26, 2007 (the “Effective Date”) by and between A. Vincent Siciliano (“Executive”) and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”), with regard to the following:

LANDMARK DIRECTOR-SHAREHOLDER’S AGREEMENT
Director-Shareholder’s Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Landmark Director-Shareholder’s Agreement (“Agreement”), dated as of February 22, 2007 is entered into by and between 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank, a California state chartered bank (“Bank”), on one hand and (“Shareholder”), on the other hand.

UNITED STATES OF AMERICA BEFORE THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C.
1st Pacific Bancorp • December 15th, 2009 • State commercial banks

WHEREAS, in recognition of their common goal to maintain the financial soundness of 1st Pacific Bancorp, San Diego, California (“Bancorp”), a registered bank holding company, and its subsidiary bank, 1st Pacific Bank of California, San Diego, California (the “Bank”), a state chartered bank that is a member of the Federal Reserve System, Bancorp, the Bank, and the Federal Reserve Bank of San Francisco (the “Reserve Bank”), have mutually agreed to enter into this Written Agreement (the “Agreement”); and

SUBLEASE
Assignment of Lease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

This Sublease, dated as of this 30 day of December, 1999, is entered into by and between WASHINGTON MUTUAL BANK, FA, (“Sublandlord”), and 1ST PACIFIC BANK, a California state banking corporation (Proposed) and LA JOLLA ASSOCIATION (“Subtenant”) as a Sublease under a lease dated February 10, 1987, as amended by Amendment No. 1 dated December 18, 1995 (the “Master Lease”), entered into by and between La Jolla Investors, as landlord (the “Landlord”), and California Federal Savings and Loan Association, the predecessor in interest to Sublandlord, as tenant. Sublandlord represents that a true, correct and complete copy of the Master Lease and all amendments thereto are attached hereto as Exhibit “A”. All terms not defined herein shall have the same meaning as in the Master Lease.

VOTING AGREEMENT
Voting Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Voting Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between First Business Bank, National Association, a national banking association (“First Business Bank”) and (“Affiliate”) with reference to the following facts:

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN FB BANCORP AND FIRST BUSINESS BANK, NATIONAL ASSOCIATION AND 1ST PACIFIC BANCORP AND 1ST PACIFIC BANK OF CALIFORNIA
Agreement and Plan of Merger • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 16, 2009, by and among, FB Bancorp, a California corporation (“FB Bancorp”), First Business Bank, National Association, a national banking association (“First Business Bank”), 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank”), is made with reference to the following:

SEPARATION AND CONSULTING AGREEMENT AND GENERAL RELEASE OF CLAIMS
Separation and Consulting Agreement • July 7th, 2008 • 1st Pacific Bancorp • State commercial banks • California

This Separation and Consulting Agreement and General Release of Claims (this “Agreement”) is entered into by and between A. Vincent Siciliano (“Employee”), and 1st Pacific Bancorp, a California corporation (“Bancorp”) and 1st Pacific Bank of California, a California state bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer” or the “Bank”).

LEGACY SABRE SPRINGS OFFICE LEASE LEGACY SABRE SPRINGS, LLC, a California limited liability company, as Landlord, and
Extension Option Rider • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

This Office Lease, which includes the preceding Summary and the exhibits attached hereto and incorporated herein by this reference (the Office Lease, the Summary and the exhibits to be known sometimes collectively hereafter as the “Lease”), dated as of the date set forth in Section 1 of the Summary, is made by and between LEGACY SABRE SPRINGS, LLC, a California limited liability company (“Landlord”), and 1ST PACIFIC BANK. OF CALIFORNIA, a California corporation (“Tenant”).

FIRST AMENDMENT TO SHAREHOLDER AGREEMENT
Shareholder Agreement • August 12th, 2009 • 1st Pacific Bancorp • State commercial banks

This First Amendment to Shareholder Agreement (“Amendment”) is dated as of July 16, 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank,” and together with 1st Pacific Bancorp, “1st Pacific”) on the one hand, and Ernest Auerbach, an individual (“Ernest”), and Lisa D. Auerbach, an individual (“Lisa”), on the other hand, with reference to the following facts:

ASSUMPTION, AFFIRMATION AND AMENDMENT TO LEASE
Assumption, Affirmation And • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

THIS ASSUMPTION, AFFIRMATION AND AMENDMENT TO LEASE (the “Agreement”) is entered into as of the 26th day of March, 2001 by and between La Jolla Investors, a general partnership, as to an undivided 50% interest and Larry Tucker as Trustee of Larry Tucker Separate Property Trust dated September 17, 1987 as to an undivided 50% interest (together, “Landlord”) and 1st Pacific Bank of California, a California Corporation (the “Bank”).

DIRECTORS AGREEMENT
Directors Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Directors Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and (“Affiliate”) with reference to the following facts:

FIRST AMENDMENT TO
Lease Agreement • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

This First Addendum to Lease Agreement (the “First Amendment”) is entered into this 25 day of July , 2003 by and between Griffin Properties, LLC, a California limited liability company (“Landlord”) and 1st Pacific Bank of California, a California Corporation (“Tenant”), and is made with reference to the following facts and objectives:

SHAREHOLDER AGREEMENT
Shareholder Agreement • July 17th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Shareholder Agreement (this “Agreement”) is made and entered into this day of , 2009, by and between 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”) and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank,” and together with 1st Pacific Bancorp, “1st Pacific”) on the one hand, and Ernest Auerbach, an individual (“Shareholder”) on the other hand, with reference to the following facts:

KAVENISH IVANHOE, LTD LP LA JOLLA, CA 92037 STANDARD OFFICE LEASE
Lease Term • November 14th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Article One contains the Basic Terms of this lease (“Lease”) between the Landlord and Tenant named below and defines various terms used in the Lease. Other Articles, Sections and Paragraph of the Lease referred to in this Article 1 explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 28th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This First Amendment to Employment Agreement (this “Amendment”) is effective as of December 21, 2007 (“Effective Date”), by and among James H. Burgess (“Executive”) and 1st Pacific Bank of California, a California state-chartered bank (the “Bank”).

STANDARD OFFICE LEASE BY AND BETWEEN ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership, AS LANDLORD, AND
Standard Office Lease • February 13th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Standard Office Lease (“Lease”) is made and entered into as of this 5th day of February, 2007, by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Landlord”), and 1ST PACIFIC BANK OF CALIFORNIA, a California corporation (“Tenant”).

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LEASE
Lease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

For and in consideration of the rental and of the covenants and agreements hereinafter set forth to be kept and performed by the Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises described below in Paragraph 1.2 for the term, at the rental and subject to and upon all of the terms, covenants and agreements hereinafter set forth.

AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
Shareholder’s Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Agreement of Merger (the “Merger Agreement”), dated , 2007, is entered into by and between 1st Pacific Bank of California, a California state chartered bank (“Bank”) and Landmark National Bank, a national banking association (“Landmark”), to which 1st Pacific Bancorp, a California corporation and sole shareholder of Bank (“Bancorp”) is a party, with reference to the following facts:

LANDMARK DIRECTOR-SHAREHOLDER’S AGREEMENT Chief Executive Officer
’s Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Landmark Director-Shareholder’s Agreement (“Agreement”), dated as of February 22, 2007 is entered into by and between 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank, a California state chartered bank (“Bank”), on one hand and F.J. “Rick” Mandelbaum (“Shareholder”), on the other hand.

EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Employment Agreement (the “Agreement”) is made and entered into as of January 8, 2009 (the “Effective Date”), by and between James H. Burgess (“Executive”) and 1st Pacific Bancorp, a California corporation (“Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”), with regard to the following:

STANDARD RETAIL LEASE BETWEEN Pacific Solana Beach Holdings, LP AS LANDLORD AND Landmark National Bank (a proposed national bank) AS TENANT
Standard Retail Lease • November 14th, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Standard Retail Lease (“Lease”) is made, for reference purposes only, this 16th day of August, 2001, between Pacific Solana Beach Holdings, LP, a California limited partnership (“Landlord”), and Landmark National Bank (a proposed national bank) (“Tenant”), who agree as follows:

BANCORP DIRECTOR-SHAREHOLDER’S AGREEMENT
Shareholder’s Agreement • February 23rd, 2007 • 1st Pacific Bancorp • State commercial banks • California

This Bancorp Director-Shareholder’s Agreement (“Agreement”), dated as of February 22, 2007 is entered into by and between Landmark National Bank, a national banking association (“Landmark”), and (“Shareholder”).

AMENDMENT NO 1 TO LEASE
Lease • March 23rd, 2007 • 1st Pacific Bancorp • State commercial banks

THIS AMENDMENT NO. 1 TO LEASE (“Amendment No. 1”) is dated as of January 27, 2005, by and between KILROY REALTY, L.P., a Delaware Limited Partnership, KILROY REALTY CORPORATION, a Maryland Corporation, General Partner (“Landlord”), and 1st PACIFIC BANK OF CALIFORNIA, a California Corporation (“Tenant”), with reference to the following facts and objectives:

TERMINATION AGREEMENT
Termination Agreement • October 29th, 2009 • 1st Pacific Bancorp • State commercial banks • California

This Termination Agreement (this “Agreement”) is entered into and made effective as of October 28, 2009 by and among FB Bancorp, a California corporation (“FB Bancorp”), First Business Bank, National Association, a national banking association (“First Business Bank”), 1st Pacific Bancorp, a California corporation (“1st Pacific Bancorp”), and 1st Pacific Bank of California, a California state-chartered bank and the wholly-owned subsidiary of 1st Pacific Bancorp (“1st Pacific Bank”), with reference to the following:

LEASE
1st Pacific Bancorp • March 23rd, 2007 • State commercial banks

This Lease is entered into as of the 26th day of March, 2001, by and between La Jolla Investors, a Partnership and Larry Tucker, (“Landlord”), and 1st Pacific Bank of California, a California Corporation Trustee (“Tenant”).

Affiliate’s Agreement
1st Pacific Bancorp • February 23rd, 2007 • State commercial banks

Reference is made to the Agreement and Plan of Reorganization and Merger, dated as of February 22, 2007 (the “Reorganization Agreement”), by and among 1st Pacific Bancorp (“Company”), 1st Pacific Bank of California (“Bank”) and Landmark National Bank (“Seller”), which Reorganization Agreement provides for the merger of Seller with and into Bank (the “Merger”), in a transaction in which, among other things, shares of the common stock, $5.00 par value, of Seller (“Seller Common Stock”) will be converted into the right to receive shares of common stock, no par value, of Company (“Company Common Stock”) and/or cash, as more fully provided therein.

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