Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into, effective as of March 25,
2009 between PacWest Community Bancorp, a Delaware corporation (the “Company”),
and                       
(“Indemnitee”).


 


WHEREAS,
it is essential to the Company to retain and attract as directors and officers
the most capable persons available;


 


WHEREAS,
Indemnitee is a director and/or officer of the Company and/or its subsidiaries;


 


WHEREAS,
both the Company and Indemnitee recognize the increased risk of litigation and
other claims currently being asserted against directors and officers of
corporations; and


 


WHEREAS,
in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued and effective service to
the Company and/or its subsidiaries and in order to induce Indemnitee to
provide services to the Company and/or any of its subsidiaries as a director or
officer, the Company wishes to provide in this Agreement for the
indemnification of, and the advancing of expenses to, Indemnitee to the fullest
extent (whether partial or complete) permitted by law and as set forth in this
Agreement and to, the extent insurance is maintained for the coverage of
Indemnitee, under the Company’s directors’ and officers’ liability policies.


 


NOW,
THEREFORE, in consideration of the above premises and of Indemnitee’s
continuing to serve the Company directly or, at the Company’s request, with
another enterprise, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby covenant and agree
as follows:


 


1.             Indemnification.


 


(a)           Third Party Proceedings.  In the event Indemnitee was or is a party to
or other participant in, or is threatened to be made a party to or other
participant in, a Proceeding (except as described in Section 1(b) below)
by reason of (or arising in part out of ) an Indemnifiable Event, the Company
shall indemnify Indemnitee from and against any and all Expenses, liabilities,
losses, judgments, fines, amounts paid or to be paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be
unreasonably withheld), any interest, assessments or other charges imposed thereon
and any federal, state, local or foreign taxes imposed as a result of the
actual or deemed receipt of any payments under this Agreement, which are
actually and reasonably incurred by Indemnitee in connection with such
Proceeding; provided, that Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in or not


 

















 


opposed to the best
interests of the Company, and, with respect to any criminal Proceeding, had no
reasonable cause to believe Indemnitee’s conduct was unlawful.  The termination of any Proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that (i) Indemnitee
did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company or (ii) with
respect to any criminal Proceeding, Indemnitee had reasonable cause to believe
that Indemnitee’s conduct was unlawful.


 


(b)           Proceedings by or in the Right of
the Company.  In the event Indemnitee
was or is a party to or other participant in, or is threatened to be made a
party to or other participant in, a Proceeding by or in the right of the
Company or any subsidiary of the Company to procure a judgment in its favor by
reason of (or arising in part out of ) an Indemnifiable Event, the Company
shall indemnify Indemnitee from and against any and all Expenses, liabilities,
losses, judgments, fines, and, to the fullest extent permitted by law, amounts
paid in settlement, any interest, assessments or other charges imposed thereon
and any federal, state, local or foreign taxes imposed as a result of the
actual or deemed receipt of any payments under this Agreement, in each case to
the extent actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such Proceeding if Indemnitee acted in good faith
and in a manner Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company; provided, however, that no
indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Company in the
performance of Indemnitee’s duty to the Company unless and only to the extent
that the court in which such Proceeding is or was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnity for such Expenses which that the court shall deem proper.


 


2.             Advancement
of Expenses; Indemnification Procedure.


 


(a)           Advancement of Expenses.  The Company shall advance all Expenses
incurred by Indemnitee in connection with the investigation, preparation for,
defense, settlement or appeal of any Proceeding referenced in Section 1(a) or
(b) hereof (but not amounts actually paid in settlement of any such
Proceeding). Indemnitee hereby undertakes to repay such amounts advanced only
if, and to the extent that, it shall ultimately be determined that Indemnitee
is not entitled to be indemnified by the Company as authorized hereby or
elsewhere.  The advances to be made
hereunder shall be paid by the Company to Indemnitee within ten (10) days
following delivery of a written request therefor by Indemnitee to the Company
and shall be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification
under the provisions of this Agreement.  Written
requests of Indemnitee for advances shall provide reasonable accounting for the
Expenses to


 


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be paid by the
Company.  Advances shall include any and
all reasonable Expenses incurred pursuing an action to enforce this right of
advancement.  Indemnitee’s obligation to
reimburse the Company for advances shall be unsecured and no interest shall be
charged thereon.


 


(b)                                 Notice/Cooperation
by Indemnitee.  Indemnitee shall give
the Company notice in writing as soon as practicable of any claim made against
Indemnitee for which indemnification will or could be sought under this
Agreement.  Notice to the Company shall
be directed to the General Counsel of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company
shall designate in writing to Indemnitee pursuant to Section 15
hereof).  Notice shall be deemed received
as set forth in Section 15 hereof. 
In addition, Indemnitee shall give the Company such information and
cooperation in the defense of any Proceeding as shall be within Indemnitee’s
power, except that Indemnitee shall not be required to give the Company
information that is privileged or confidential as to Indemnitee.  The giving of notice required under this Section 2(b) shall
be a condition precedent to Indemnitee’s right to be indemnified under this
Agreement if the failure to give such notice materially prejudices any right,
claim or defense available to the Company.


 


(c)                                  Procedure.


 


(i)            Any indemnification provided for in Section 1(a) or
1(b) hereof shall be made no later than sixty (60) days after receipt of
the written request of Indemnitee if, and only if, authorized in the specific
case upon a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of conduct set
forth in Section 1(a) or 1(b), as the case may be, by any of the
following:


 


A.            a majority vote of the Board of
Directors of the Company consisting of directors who are not parties to such
Proceeding, even though less than a quorum;


 


B.            a committee of such directors
designated by a majority of such directors, even though less than a quorum;


 


C.            if there are no such directors, by
independent legal counsel in a written opinion; or


 


D.            approval of the stockholders of the
Company.


 


(ii)           If a claim under this Agreement,
under any statute or under any provision of the Company’s Certificate of
Incorporation or Bylaws providing for indemnification, is not paid in full by
the Company within sixty (60) days after a written request for payment thereof
has first been received by the


 


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Company, Indemnitee may,
but need not, within one (1) year after receipt of such written request by
the Company bring an action against the Company to recover the unpaid amount of
the claim and, subject to Section 9 of this Agreement, Indemnitee shall
also be entitled to be paid for the Expenses (including reasonable attorneys’
fees) of bringing such action.  It shall
be a defense to any such action (other than an action brought to enforce a
claim for Expenses incurred in connection with any Proceeding in advance of its
final disposition) that Indemnitee has not met the standards of conduct which
make it permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed, but the burden of proving such defense shall
be on the Company, and Indemnitee shall be entitled to receive interim payments
of Expenses pursuant to Subsection 2(a) unless and until such defense may
be finally adjudicated by court order or judgment from which no further right
of appeal exists.  It is the parties’
intention that if the Company contests Indemnitee’s right to indemnification,
the question of Indemnitee’s right to indemnification shall be for the court to
decide on a de novo basis, and neither the failure of the Company (including
its Board of Directors, any committee or subgroup of the Board of Directors,
independent legal counsel or its stockholders) to have made a determination
that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct required by applicable
law, nor an actual determination by the Company (including its Board of
Directors, any committee or subgroup of the Board of Directors, independent
legal counsel or its stockholders) that Indemnitee has not met such applicable
standard of conduct, shall create a presumption that Indemnitee has or has not
met the applicable standard of conduct.


 


(d)                                 Notice
to Insurers.  If, at the time of the
receipt of a notice of a claim pursuant to Section 2(b) hereof, the
Company has directors’ and officers’ 
insurance policies in effect, then the Company shall give prompt notice
of the commencement of such Proceeding to the insurers of such policies in
accordance with the procedures set forth in such policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 


(e)                                  Selection
of Counsel.  Upon notification of the
Company of the commencement of any Proceeding as to which indemnification will
or could be sought under this Agreement, the Company shall be entitled to assume
the defense of such Proceeding, with counsel approved by Indemnitee, which
approval shall not be unreasonably withheld, upon the delivery to Indemnitee of
written notice of its election so to do. 
After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees of counsel subsequently
incurred by Indemnitee with respect to the same Proceeding; provided,
that (i) Indemnitee shall have the right to employ his or her


 


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counsel in any such
Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee
shall have reasonably concluded that there may be a conflict of interest
between the Company and Indemnitee in the conduct of any such defense or (C) the
Company shall not within sixty (60) days, in fact, have employed counsel to
assume the defense of such Proceeding, then the Expenses of Indemnitee’s
counsel shall be at the expense of the Company. 
In the event separate counsel is retained by an Indemnitee pursuant to
this Section 2(e), the Company shall cooperate with Indemnitee with
respect to the defense of the Proceeding, including making documents, witnesses
and other reasonable information related to the defense available to Indemnitee
and such separate counsel pursuant to joint-defense agreements or
confidentiality agreements, as appropriate. 
The Company shall not be entitled to assume the defense of any
Proceeding brought by or on behalf of the Company or as to which Indemnitee
shall have made the determination provided for in (ii)(B) above.


 


(f)            Settlement of Claims.  The Company shall not be liable to indemnify
Indemnitee under this Agreement or otherwise for any amounts paid in settlement
of any Proceeding effected without the Company’s written consent.  The Company shall not settle any Proceeding
(in whole or in part) in any manner which would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written
consent.  Neither the Company nor
Indemnitee will unreasonably withhold their consent to any proposed
settlement.  The Company shall not be
liable to indemnify Indemnitee under this Agreement with regard to any judicial
award if the Company was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such action; provided, however,
that the Company’s liability hereunder shall not be excused if participation in
the Proceeding by the Company was barred by this Agreement.


 


3.             Additional
Indemnification Rights; Nonexclusivity.


 


(a)           Scope.  Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company’s
Certificate of Incorporation, the Company’s Bylaws or by any statute.  In the event of any change, after the date of
this Agreement, in any applicable law, statute or rule (including any
judicial decision) which expands the right of a Delaware corporation to
indemnify a member of its board of directors or an officer thereof, such
changes shall be, ipso facto,
within the purview of Indemnitee’s rights and the Company’s obligations under
this Agreement.  In the event of any
change in any applicable law, statute or rule (including any judicial
decision) which narrows the right of a Delaware corporation to indemnify a
member of its board of directors or an officer thereof, such changes, to the
extent not otherwise required by such law, statute or rule to be applied
to this Agreement, shall have no effect on this Agreement or the parties’
rights and obligations hereunder.


 


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(b)           Nonexclusivity.  The indemnification and advancement of
Expenses provided by this Agreement shall not be deemed exclusive of any rights
to which Indemnitee may be entitled under the Company’s Certificate of Incorporation,
the Company’s Bylaws, any agreement, any vote of stockholders or disinterested
directors, the Delaware General Corporation Law or otherwise, both as to action
taken in Indemnitee’s official capacity and as to action taken in another
capacity while holding such office.  The
indemnification and advancement of Expenses provided under this Agreement shall
continue as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity as described in Section 11(d) even though
Indemnitee may have ceased to serve in such capacity at the time of any
Proceeding.


 


4.             Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement or otherwise to indemnification
by the Company for some or a portion of the Expenses, judgments, fines or
penalties actually or reasonably incurred by him in the investigation,
preparation for, defense, appeal or settlement of any Proceeding, but not,
however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such Expenses, judgments, fines or penalties to
which Indemnitee is entitled.


 


5.             Mandatory
Indemnification.  Notwithstanding any
other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any Proceeding relating in
whole or in part to an Indemnifiable Event or in defense of any claim, issue or
matter therein, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by Indemnitee in connection therewith.


 


6.             Mutual
Acknowledgment.  Both the Company and
Indemnitee acknowledge that in certain instances, applicable law or public
policy may prohibit the Company from indemnifying its directors and officers,
and/or the directors and officers of any of its subsidiaries under this
Agreement or otherwise.  Indemnitee
understands and acknowledges that the Company has undertaken or may be required
in the future to undertake with the Securities and Exchange Commission to
submit the question of indemnification to a court in certain circumstances for
a determination of the Company’s right under applicable law or public policy to
indemnify Indemnitee.


 


7.             Directors’
and Officers’ Liability Insurance. 
The Company shall, from time to time, make the good faith determination
whether or not it is practicable for the Company to obtain and maintain a
policy or policies of insurance with reputable insurance companies providing
the officers and directors of the Company and/or its subsidiaries with coverage
for losses from wrongful acts or to ensure the Company’s performance of its
indemnification obligations under this Agreement.  Among other


 


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considerations,
the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. 
In all policies of directors’ and officers’ liability insurance,
Indemnitee shall be named as an insured in such a manner as to provide
Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s and/or its subsidiaries’ directors, if Indemnitee is a
director, or of the Company’s and/or its subsidiaries’ officers, if Indemnitee
is not a director of the Company but is an officer thereof.  Notwithstanding the foregoing, the Company
shall have no obligation to obtain or maintain such insurance if the Company
determines in good faith that such insurance is not reasonably available, if the
premium costs for such insurance are disproportionate to the amount of coverage
provided, if the coverage provided by such insurance is limited by exclusions
so as to provide an insufficient benefit, if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company, or for any
similar reason.


 


8.             Severability.  Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law.  The
Company’s inability, pursuant to court order, to perform its obligations under
this Agreement shall not constitute a breach of this Agreement.  The provisions of this Agreement shall be
severable as provided in this Section 8. 
If this Agreement or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify Indemnitee to the fullest extent permitted by any
applicable portion of this Agreement that shall not have been invalidated, and
the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.


 


9.             Exceptions.  Any other provision herein to the contrary
notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement:


 


(a)           Excluded Acts.  To indemnify Indemnitee for any acts or
omissions or transactions from which a director or officer may not be relieved
of liability under applicable law (including, without limitation, the Delaware
General Corporation Law and the Federal banking laws); or


 


(b)           Claims Initiated by Indemnitee.  To indemnify or advance Expenses to
Indemnitee with respect to Proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except with respect to
Proceedings brought to establish or enforce a right to indemnification or
advancement of Expenses under this Agreement or any other statute or law or
otherwise as required under §145 of the Delaware General Corporation Law (or
any similar successor statute), but such indemnification or advancement of
Expenses may be provided by the Company in specific cases if the Board of
Directors of the Company has approved the initiation or bringing of such suit;
or


 


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(c)           Lack of Good Faith.  To indemnify Indemnitee for any Expenses
incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee
to enforce or interpret this Agreement, if a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee in such
Proceeding was not made in good faith or was frivolous; or


 


(d)           Claims Under Section 16(b).  To indemnify Indemnitee for Expenses and the
payment of profits arising from the purchase and sale, or the sale and
purchase, by Indemnitee of securities in violation of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute.


 


10.           Effectiveness
of Agreement.  This Agreement shall
be effective as of the date set forth on the first page and may apply to
acts or omissions of Indemnitee which occurred prior to such date if Indemnitee
was an officer, director, employee or agent of the Company and/or any of its
subsidiaries, or was serving at the request of the Company as director,
officer, employee or agent of any other foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, at the time such act or
omission occurred.


 


11.           Construction
of Certain Phrases.  For purposes of
this Agreement, references to:


 


(a)           the “Company” shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, employees or agents, so that if Indemnitee
is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of any other foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.


 


(b)           “other enterprise” shall include
employee benefit plans; references to “fines” shall include any excise taxes or
penalties assessed on Indemnitee with respect to an employee benefit plan; and
references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company and/or any of it
subsidiaries which imposes duties on, or involves services by, such person with
respect to an employee benefit plan, its participants or the beneficiaries
thereof; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


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(c)           “Expense” or “Expenses” shall mean
any fees, costs and expenses, including without limitation, attorneys’ fees,
retainers, court costs, transcript costs, fees and expenses of experts
(including accountants and other advisors), witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, filing fees and all other disbursements or expenses of
the type typically paid or incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a
witness in, or otherwise participating in, a Proceeding relating to an
Indemnifiable Event, and any expenses of establishing a right to
indemnification or advancement of Expenses under this Agreement, actually and
reasonably incurred by Indemnitee.  Expenses
shall also include Expenses incurred in connection with any appeal resulting
from any Proceeding, including without limitation the premium, security for and
other costs relating to any cost bond, supersedeas bond or other appeal bond or
its equivalent.  Expenses, however, shall
not include amounts paid in settlement by Indemnitee or the amount of judgments
or fines against Indemnitee.


 


(d)           “Indemnifiable Event” shall mean any
event or occurrence that takes place either prior to or after the execution of
this Agreement, related to the fact that Indemnitee is or was a director or
officer of the Company and/or its subsidiaries, or by reason of any action
taken by him or of any inaction on his part while acting as director or officer
of the Company and/or its subsidiaries, or by reason of the fact that he is or
was serving at the request of the Company as a director, officer, employee or
agent of any other foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, in each case whether or not serving in such capacity
at the time any liability or Expense is incurred for which indemnification,
reimbursement or advancement of Expenses can be provided under this Agreement.


 


(e)           “Proceeding” shall include any
threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative or legislative
hearing or any other actual, threatened or completed proceeding, including any
and all appeals, whether of a civil, criminal, administrative, investigative or
other nature, and in each case whether or not commenced prior to the date of
this Agreement, that relates to an Indemnifiable Event.


 


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12.           Counterparts.
This Agreement may be executed in one or more counterparts (including by
facsimile transmission), each of which shall constitute an original.


 


13.           Successors
and Assigns.


 


(a)           This Agreement shall be binding upon
the Company and its successors and assigns, and shall inure to the benefit of
Indemnitee and Indemnitee’s estate, heirs, legal representatives and assigns.


 


(b)           If Indemnitee is deceased and is
entitled to indemnification under any provision of this Agreement, the Company
shall indemnify Indemnitee’s estate and his or her spouse, heirs,
administrators and executors against and shall assume all of the Expenses,
judgments, penalties and fines actually and reasonably incurred by or for
Indemnitee or his or her estate, in connection with the investigation, defense,
settlement or appeal of any such Proceeding; provided, however, that when
requested in writing by the spouse of Indemnitee and/or the heirs, executors or
administrators of Indemnitee’s estate, the Company shall provide appropriate
evidence of the agreement set forth herein to indemnify Indemnitee against, and
to itself assume, such costs, liabilities and Expenses.


 


14.           Attorneys’
Fees.  In the event that any action
is instituted by Indemnitee under this Agreement to enforce or interpret any of
the terms hereof, Indemnitee shall be entitled to be paid all Expenses,
including reasonable attorneys’ fees, incurred by Indemnitee with respect to
such action, unless as a part of such action, a court of competent jurisdiction
determines that each of the material assertions made by Indemnitee as a basis
for such action were not made in good faith or were frivolous.  In the event of an action instituted by or in
the name of the Company under this Agreement or to enforce or interpret any of
the terms of this Agreement, Indemnitee shall be entitled to be paid all
Expenses, including reasonable attorneys’ fees, incurred by Indemnitee in
defense of such action (including with respect to Indemnitee’s counterclaims
and cross-claims made in such action), unless as a part of such action a court of
competent jurisdiction determines that each of Indemnitee’s material defenses
to such action were made in bad faith or were frivolous.


 


15.           Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand and receipted for by the party
addressee, on the date of such receipt, or (ii) if mailed by domestic
certified or registered mail, postage prepaid, on the third (3rd) business day
after the date postmarked.  Addresses for
notice to either party are as shown on the signature page of this
Agreement or as subsequently modified by written notice given pursuant to this Section 15.


 


16.           Consent
to Jurisdiction.  The Company and
Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any Proceeding which
arises out of or relates to this Agreement and agree that any action instituted
under this Agreement shall be brought only in the Delaware Chancery Court.


 


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17.           Choice
of Law.  This Agreement shall be
governed by and  construed and enforced
in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed in such State without giving effect to the principles
of conflicts of laws.


 


18.           Subrogation.  In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee (under any insurance policy or
otherwise), who shall execute all documents required and shall do all acts that
may be necessary to secure such rights and to enable the Company to
effectively  bring suit to enforce such
rights.


 


19.           Parties
in Interest. Nothing in this Agreement, whether express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement
to any persons other than the parties to it and their respective successors and
assigns (including an estate of Indemnitee), nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third
persons to any party hereto. Furthermore, no provision of this Agreement shall
give any third persons any right of subrogation or action against any party
hereto.


 


20.           Continuation
of Indemnification.  All agreements
and obligations of the Company contained herein shall continue during the
period that Indemnitee is a director or officer of the Company and shall
continue thereafter so long as Indemnitee shall be subject to any possible
claim or any Proceeding by reason of the fact that Indemnitee was serving in
the capacity referred to herein.


 


21.           Indemnification
by One or More Subsidiaries.  If at
any time during the application of this Agreement, Indemnitee is also party to
a separate indemnity agreement between the Indemnitee and one or more of the
Company’s subsidiaries, then Indemnitee specifically agrees that all demands
and claims for indemnification by Indemnitee shall first be presented to, and
either paid or rejected, in whole or in part, by, the appropriate subsidiary or
subsidiaries of the Company, and that the indemnification contained in this
Agreement shall apply only to the extent that one or more of the subsidiaries
for any reason refuses or fails to fully indemnify Indemnitee under the terms
of such subsidiary’s indemnity agreement, or is prohibited by any policy,
statute or regulation.


 


22.           Entire
Agreement. Except as provided in Sections 3 and 21 hereof, this Agreement represents
and contains the entire agreement and understanding between and among the
parties, and all previous statements or understandings, whether express or
implied, oral or written, relating to the subject matter hereof are fully and
completely extinguished and superseded by this Agreement.


 


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23.           Amendment
and Termination.  No amendment,
modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both parties hereto.


 


24.           No
Duplication of Payments.  The Company
shall not be liable under this Agreement to make any payment in connection with
any claim made against Indemnitee to the extent that Indemnitee has actually
received payment (under any insurance policy, bylaw or otherwise) of the
amounts otherwise indemnifiable under this Agreement.


 


25.           Headings.  The headings of the sections of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


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IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the date specified above.


 


	
   

  	
  PACWEST BANCORP

  
	
   

  	
   

  
	
   

  	
  401 West “A” Street

  
	
   

  	
  San Diego, CA 92101

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael L. Thompson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and Director, Human Resources

  



 


AGREED TO AND ACCEPTED:


 


INDEMNITEE:


 


401 West “A” Street


San Diego, CA 92101


 


	
   

  	
   

  
	
  Name:

  



 


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