0001493152-23-011285 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Indemnification Agreement, dated as of , is made by and between Southern California Bancorp, a California corporation (the “Company”), and (the “Indemnitee”).

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RESTRICTED SHARES AWARD AGREEMENT
Restricted Shares Award Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS RESTRICTED SHARES AWARD AGREEMENT (this “Award Agreement”), dated as of the Award Date specified above, is entered into by and between Southern California Bancorp (the “Company”) and the Participant specified above, pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”), with reference to the following:

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Amended and Restated Employment Agreement (this “Agreement”) is made on this 18th day of January, 2023 (the “Effective Date”), by and among Southern California Bancorp, a California corporation (“Bancorp”), Bank of Southern California, N.A., a national banking association (the “Bank”, and together with Bancorp, the “Company”), and David I. Rainer (the “Executive”), with reference to the following:

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Change in Control Agreement (“Agreement”) is entered into between Bank of Southern California, N.A, a national banking association (“Bank”), and Bank’s parent corporation Southern California Bancorp (the “Company”, and with Bank collectively and individually, “Employer”) with their principal offices in San Diego, CA and _______________ (“Employee”).

BANK OF SOUTHERN CALIFORNIA SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (“Agreement”) is made and entered into this 14th day of July, 2021 (“Effective Date”), by and between Bank of Southern California, N.A., a national bank located in San Diego, California (the “Bank”), and Richard Hernandez (the “Executive”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Stock Purchase Agreement (this “Agreement”) is dated as of September 22, 2016, by and between Bank of Southern California, N.A., a national banking association (the “Bank”), and Castle Creek Capital Partners VI, L.P., a Delaware limited partnership (the “Purchaser”).

PARTICIPANTS TO WHOM INCENTIVE STOCK OPTIONS ARE GRANTED MUST MEET CERTAIN HOLDING PERIOD AND EMPLOYMENT REQUIREMENTS FOR FAVORABLE TAX TREATMENT AND THE BANK’S 2011 OMNIBUS EQUITY INCENTIVE PLAN SHALL HAVE FIRST BEEN APPROVED BY THE SHAREHOLDERS OF...
Stock Option Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS STOCK OPTION AGREEMENT (this “Stock Option”), dated as of the _______ day of____________, 20____ is entered into by and between Bank of Southern California, N.A. (the “Bank”) and ________________________________ (“Participant”) pursuant to the Bank of Southern California, N.A. 2011 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”) with reference to the following:

October 16, 2019
2016 Stock Purchase Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

Reference is made to that certain Stock Purchase and Subscription Agreement, dated as of the date of this side letter (the “Agreement”) between Bank of Southern California, National Association, a national banking association (the “Company”) and Castle Creek Capital Partners VI, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined in this side letter (this “Side Letter Agreement”) shall have the meanings assigned to them in the Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Employment Agreement (the “Agreement”), dated as of April 26, 2021 (the “Agreement Date”), is entered into by and between Bank of Southern California, N.A., a national banking association (the “Bank”) and Frank D. Di Tomaso, Jr. (the “Employee”) with regard to the following:

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 26, 2021 BY AND AMONG SOUTHERN CALIFORNIA BANCORP, BANK OF SOUTHERN CALIFORNIA, NATIONAL ASSOCIATION AND BANK OF SANTA CLARITA
Agreement and Plan of Merger • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks • California

This Agreement and Plan of Merger, dated as of April 26, 2021 (this “Agreement”), is made and entered into by and among Southern California Bancorp, a California corporation (“SCB”), Bank of Southern California, National Association, a national banking association and a wholly-owned subsidiary of SCB (“BOSC”), and Bank of Santa Clarita, a California state- chartered commercial bank (“BSCA”), with reference to the following recitals:

RESTRICTED SHARES AWARD AGREEMENT SOUTHERN CALIFORNIA BANCORP
Restricted Shares Award Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS RESTRICTED SHARES AWARD AGREEMENT (this “Award Agreement”), granted on __________, to be effective as of commencement of employment, __________, hereinafter the “Award Date,” is entered into by and between Southern California Bancorp (the “Company”) and the Participant specified above, pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”), with reference to the following:

STOCK OPTION AGREEMENT SOUTHERN CALIFORNIA BANCORP
Stock Option Agreement • April 6th, 2023 • Southern California Bancorp \ CA • National commercial banks

THIS STOCK OPTION AGREEMENT (this “Stock Option”), dated as of the ____ day of ________, 20___ is entered into by and between Southern California Bancorp (the “Company”) and ________________________________ (“Participant”) pursuant to the Southern California Bancorp 2019 Omnibus Equity Incentive Plan as in effect and as amended from time to time (the “Plan”) with reference to the following:

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