AGREEMENT AND PLAN OF MERGER dated as of April 5, 2017 by and between PACWEST BANCORP and CU BANCORPAgreement and Plan of Merger • April 7th, 2017 • CU Bancorp • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 5, 2017 (this “Agreement”), by and between PacWest Bancorp, a Delaware corporation (“Parent”), and CU Bancorp, a California corporation (the “Company”) (collectively hereinafter referred to as the “Parties”).
FORM OF DIRECTOR/OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • March 13th, 2014 • CU Bancorp • National commercial banks • California
Indemnification Agreement (this “Agreement”), dated as of , 20 between CU Bancorp, a California corporation (the “Company”), and (“Indemnitee”).
April 5, 2017CU Bancorp • April 7th, 2017 • National commercial banks
As a holder of Company Common Shares (as defined below), the undersigned on behalf of [•] (the “Shareholder”) understands that CU Bancorp, a California corporation (the “Company”), and PacWest Bancorp, a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated as of April 5, 2017 (as it may be from time to time amended, the “Merger Agreement”), which was previously approved by the boards of directors of the Company and Parent, providing for, among other things, a merger of the Company with and into Parent (the “Merger”), in which each of the issued and outstanding common shares, no par value per share, of the Company (the “Company Common Shares”) (other than Excluded Shares and Dissenting Shares) will be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
NON-SOLICITATION AGREEMENT dated as of April 5, 2017 by and between and PACWEST BANCORPNon-Solicitation Agreement • April 7th, 2017 • CU Bancorp • National commercial banks • California
This NON-SOLICITATION AGREEMENT (this “Agreement”) is dated as of April 5, 2017, by and between [ ] (“Key Person”) and PacWest Bancorp, a Delaware corporation (“Parent”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 4th, 2012 • CU Bancorp • National commercial banks • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2011, by and among, CU Bancorp, a California corporation (“CU Bancorp”), California United Bank, a California state-chartered commercial bank (“CUB”), Premier Commercial Bancorp, a California corporation (“PC Bancorp”), and Premier Commercial Bank, N.A., a national banking association and the wholly-owned subsidiary of PC Bancorp (“PCB”), is made with reference to the following:
CALIFORNIA UNITED BANK [Form of Agreement-see Schedule attached] Effective October 1, 2012Continuation Agreement • March 13th, 2014 • CU Bancorp • National commercial banks • California
California United Bank (the “Bank”), by resolution of its Board of Directors (“Board”) dated September 7, 2012, has adopted this California United Bank 2012 Salary Continuation Agreement (the “Plan”), effective as of October 1, 2012 (“Effective Date”), for the benefit of a select group of executives. This Plan shall be unfunded for tax purposes and for purposes and Title 1 of ERISA.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 17th, 2014 • CU Bancorp • National commercial banks
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of November 14, 2014, by and among CU Bancorp, a California corporation (“CUNB”), California United Bank, a California state-chartered commercial bank (“CUB”), and 1ST Enterprise Bank, a California state-chartered commercial bank (“FENB”), is made with reference to the following:
June 9, 2014 Mr. John C. BlackCU Bancorp • August 20th, 2014 • National commercial banks • California
CALIFORNIA UNITED BANK [Form of Agreement-see Schedule attached] Effective October 1, 2012Continuation Agreement • March 14th, 2016 • CU Bancorp • National commercial banks • California
California United Bank (the “Bank”), by resolution of its Board of Directors (“Board”) dated September 7, 2012, has adopted this California United Bank 2012 Salary Continuation Agreement (the “Plan”), effective as of October 1, 2012 (“Effective Date”), for the benefit of a select group of executives. This Plan shall be unfunded for tax purposes and for purposes and Title 1 of ERISA.
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT CU BANCORP AS RESTATED JULY 31, 2014Restricted Stock Unit Award Agreement • March 24th, 2015 • CU Bancorp • National commercial banks • California
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [ ], 2015 (the “Grant Date”) by and between CU Bancorp, a California corporation (the “Company”) and (the “Grantee”).
CU BANCORP 2007 EQUITY AND INCENTIVE PLAN, AS AMENDED AND RESTATED NOTICE OF GRANT OF RESTRICTED STOCK BONUSEquity and Incentive Plan • March 14th, 2016 • CU Bancorp • National commercial banks • California
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 13th, 2015 • CU Bancorp • National commercial banks • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of November 30, 2014 is entered into by and between 1st Enterprise Bank, a California-chartered commercial bank (“Assignor”) and CU Bancorp, a California corporation and bank holding company (“Assignee”) with reference to the following:
AGREEMENT TO MERGE AND PLAN OF HOLDING COMPANY FORMATIONMerge and Plan • April 13th, 2012 • CU Bancorp
This Agreement to Merge and Plan of Holding Company Formation (this “Merger Agreement”) is entered into as of December 8, 2011, by and between California United Bank (“Bank”) and CU Merger Sub I (“Subsidiary”), to which CU Bancorp (“Holding Company”) is a party, with reference to the following:
AGREEMENT AND PLAN OF MERGER BY AND AMONG CU BANCORP AND CALIFORNIA UNITED BANK AND 1ST ENTERPRISE BANK DATED AS OF JUNE 2, 2014Agreement • June 3rd, 2014 • CU Bancorp • National commercial banks • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 2, 2014 (the “Agreement Date”), by and among, CU Bancorp, Inc., a California corporation (“CUNB”), California United Bank, a California state-chartered commercial bank (“CUB”), and 1ST Enterprise Bank, a California state-chartered commercial bank (“FENB”), is made with reference to the following:
AGREEMENT AND PLAN OF MERGER BY AND AMONG CU BANCORP AND CALIFORNIA UNITED BANK AND 1ST ENTERPRISE BANK DATED AS OF JUNE 2, 2014Agreement and Plan of Merger • August 20th, 2014 • CU Bancorp • National commercial banks • California
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 2, 2014 (the “Agreement Date”), by and among, CU Bancorp, Inc., a California corporation (“CUNB”), California United Bank, a California state-chartered commercial bank (“CUB”), and 1ST Enterprise Bank, a California state-chartered commercial bank (“FENB”), is made with reference to the following:
