EX-10.1



 Exhibit 10.1 

COOPERATION AGREEMENT 

This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017, by and among Banc of
California, Inc., a Maryland corporation (the “Company”), PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”) and the other persons and entities listed on Schedule A hereto
(collectively and together with other Affiliates of PL Capital Advisors who are or hereafter become beneficial owners of any shares of Common Stock (as defined below), the “PL Capital Group” and each individually, a
“Member”) and Richard J. Lashley, in his capacity as the Designee (as defined below). Certain capitalized terms used in this Agreement are defined in Section 10. 

WHEREAS, on December 16, 2016, PL Capital Advisors submitted to the Company two nominees, Richard J. Lashley and Thomas O’Neill, for
the Company’s Board of Directors (the “Board”); 
 WHEREAS, as of the date hereof, the PL Capital Group beneficially
owns 3,427,219 shares of the issued and outstanding common stock of the Company, par value $0.01 per share (the “Common Stock”); 

WHEREAS, a vacancy on the Board currently exists as a result of the resignation of Steven Sugarman from the Board; 

WHEREAS, the Board, in exercising its independent judgment and prior to entering into this Agreement, determined that Richard J. Lashley would
be highly qualified to serve on the Board due to his expertise in the banking sector; and 
 WHEREAS, the Company has determined that it is
in the best interest of the Company and its stockholders, and the Company and the PL Capital Group have agreed that it is in their mutual interest, to enter into this Agreement. 

NOW, THEREFORE, in consideration of and reliance upon the mutual representations, warranties, covenants and agreements contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 
 1. Board
of Directors. Effective as of the later of (A) February 16, 2017 and (B) such date as the Designee presents evidence satisfactory to the Board of the resolution of his management interlock with MutualFirst Financial, Inc. such
that it would be permissible for him to serve on the Board under applicable law and regulations, the Board shall appoint Richard J. Lashley (the “Designee”) to the Board as a Class I director with a term expiring at the 2019 annual
meeting of the stockholders of the Company. The Designee shall also be appointed to the Board of Directors of Banc of California, N.A. (the “Bank”), the Joint Audit Committee of the Company and the Bank, and the Enterprise Risk
Committees of the Company and the Bank. The Designee, upon appointment to the Board, will be subject to the same protections and obligations regarding confidentiality, conflicts of interests, fiduciary duties, trading and disclosure policies and
other 







 
governance guidelines and policies and will have the same rights and benefits, including (but not limited to) with respect to insurance, indemnification, compensation and fees as are available
generally to the other non-executive members of the Board. 
 2. Voting. During the Restricted Period, each Member shall cause, and shall cause its
respective Affiliates and associates to cause, all shares of Common Stock or any rights, warrants, options or other securities convertible into or exchangeable for shares of Common Stock or any other securities of the Company for which they have the
right to vote, directly or indirectly, to be present in person or by proxy for quorum purposes and to be voted at any meeting of stockholders or at any adjournments or postponements thereof, and to consent in connection with any action by consent in
lieu of a meeting, (i) in favor of each director nominated and recommended by the Board for election at any such meeting, (ii) against any stockholder nominations for director that are not approved and recommended by the Board for election
at any such meeting and against any proposals or resolutions to remove any member of the Board and (iii) in accordance with the recommendations by the Board on all other proposals of the Board set forth in the Company’s proxy statements.

 3. Standstill. Without the prior written consent of the Board, no Member shall, and each shall cause each of its respective Affiliates, associates
and Representatives not to, do any of the following for a period (the “Restricted Period”) commencing on the date hereof and ending on the day after the Company’s 2017 Annual Meeting of Stockholders (provided that
nothing in this Section 3 shall limit any actions that may be taken by the Designee acting in its capacity as a director of the Company consistent with his fiduciary duties): 

(a) acquire, offer or agree to acquire (except by way of stock dividends or other distributions or offerings made available to holders of
voting securities of the Company generally on a pro rata basis), directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another Person, by joining a partnership, limited partnership, syndicate or
other “group” (within the meaning of Section 13(d)(3) of the Exchange Act), through swap or hedging transactions or otherwise, any voting securities of the Company or any voting rights decoupled from the underlying voting securities
which would result in the PL Capital Group (together with any other Person or “group” referred to in this Section 3(a)) owning, controlling or otherwise having any ownership or voting interest in 10% or more of the outstanding shares
of common stock of the Company; 
 (b) (i) engage, or in any way participate, directly or indirectly, in any “solicitation” (as
such term is defined in Rule 14a-1(l) under the Exchange Act) of proxies or consents in any “election contest” with respect to the Company’s directors (regardless of whether it involves the election or removal of directors of the
Company), (ii) seek to advise, encourage or influence any Person with respect to the voting of any voting securities of the Company in any “election contest” with respect to the Company’s directors (regardless of whether it
involves the election or removal of directors of the Company), (iii) initiate, propose or otherwise “solicit” (as such term is defined in Rule 14a-1(l) under the Exchange Act) stockholders of the Company for the approval of
stockholder proposals in connection with the election or removal of directors of the Company, or (iv) induce or attempt to induce any other Person to initiate any such stockholder proposal; 







 (c) form, join or in any way participate in a partnership, syndicate, or other group, including
without limitation any “group” as defined under Section 13(d)(3) of the Exchange Act, with respect to any voting securities of the Company in connection with any “election contest” with respect to the Company’s
directors or any stockholder proposal for consideration at any stockholder meeting except as otherwise expressly provided in this Agreement; 

(d) deposit any Company voting securities in any voting trust or subject any Company voting securities to any arrangement or agreement with
respect to the voting thereof, except as expressly set forth in this Agreement; 
 (e) seek, alone or in concert with others, (1) to
call a meeting of stockholders or solicit consents from stockholders or conduct a nonbinding referendum of stockholders, (2) to obtain representation on the Board except as otherwise expressly provided in this Agreement, (3) to effect the
removal of any member of the Board, provided that this shall not pertain to the Designee or his replacement who is a director of the Company, (4) to make or be a proponent of a stockholder proposal at any meeting of the stockholders of
the Company, or (5) to amend any provision of the Company’s certificate of incorporation or bylaws or make a request for any stockholder list or other books and records of the Company, whether pursuant to the Maryland General Corporation
Law, the Company’s bylaws or otherwise; 
 (f) effect or seek to effect (including, without limitation, by entering into any
discussions, negotiations, agreements or understandings whether or not legally enforceable with any Person), offer or propose to effect, cause or participate in, or in any way assist or facilitate any other Person to effect or seek, offer or propose
to effect or participate in, (i) any acquisition of more than 10% of any securities, or any material assets or businesses, of the Company or any of its subsidiaries, (ii) any tender offer or exchange offer, merger, acquisition, share
exchange or other business combination involving more than 10% of any of the voting securities or any of the material assets or businesses of the Company or any of its subsidiaries, (iii) any recapitalization, restructuring, liquidation,
dissolution or other extraordinary transaction with respect to the Company or any of its subsidiaries or any material portion of its or their businesses, or (iv) make any public statement with respect to a transaction described in the foregoing
clauses (i)-(iii); 
 (g) enter into any discussions, negotiations, agreements or understandings with any Third Party with respect to the
foregoing, or advise, assist, encourage or seek to persuade any Third Party to take any action with respect to any of the foregoing, or otherwise take or cause any action inconsistent with any of the foregoing; or 

(h) make or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement other than in a nonpublic and
confidential manner and which nonpublic and confidential request could not reasonably be expected by the Company to require public disclosure by any party hereto. 

4. Expenses. Within ten (10) business days of execution of this Agreement, the Company will reimburse the PL Capital Group One Hundred Fifty
Thousand Dollars ($150,000) for its legal fees and expenses incurred in connection with its investment in the Company. 







 5. Confidentiality. Each Member acknowledges that information concerning the business and affairs of the
Company (“Confidential Information”) may be disclosed to the PL Capital Group by the Company or its subsidiaries, or by the Company’s or its subsidiaries’ directors, officers, employees, agents, consultants, advisors or
other representatives, including legal counsel, accountants and financial advisors (collectively, “Representatives”). Each Member agrees that the Confidential Information will be kept confidential and that the Members and their
Representatives will not disclose any of the Confidential Information in any manner whatsoever without the specific prior written consent of the Company unless disclosure is required by applicable laws, regulations or valid legal process;
provided, however, that the term “Confidential Information” shall not include information that (a) was in or enters the public domain, or was or becomes generally available to the public, other than as a result of
disclosure by any Member or any Representative thereof or (b) was independently acquired by the Member without violating any of the obligations of any Member, the PL Capital Group or their Representatives under this Agreement or any other
confidentiality agreement, or under any other contractual, legal, fiduciary or binding obligation of any Member or any of their Representatives. Each Member agrees to undertake reasonable precautions to safeguard and protect the confidentiality of
the Confidential Information, to accept responsibility for any breach of this Section 5 by any Representatives of any Members, including taking all reasonable measures (including but not limited to court proceedings) to restrain
Representatives from prohibited or unauthorized disclosures or uses of the Confidential Information. 
 6. Covenant Not to Sue. During the Restricted
Period, the PL Capital Group and each of their Affiliates, associates and Representatives on the one hand, and the Company and each of its Affiliates, associates and Representatives on the other hand, agrees not to sue or otherwise commence or
continue in any manner, directly or indirectly, any suit, claim, action, right or cause of action in any court against the other; provided, however, that no party hereto shall be prohibited from enforcing its rights under and pursuant
to this Agreement. 
 7. Non-Disparagement. During the Restricted Period, no Member shall, and each shall cause each of its respective Affiliates,
associates and Representatives not to disparage the Company, stockholders, current or former officers and directors of the Company or its subsidiaries in any way, including, but not limited to, its name, business reputation, Board decisions or
business practices, except for truthful factual statements as may be required by law, regulation or valid legal process. The PL Capital Group and the Company agree not to, and to cause their associates, Affiliates and Representatives not to, make
any public comments or statements to the press, employees and stockholders of the Company if such statement or comment is disparaging to the other party, except for truthful statements as may be required by law, regulation or valid legal process.

 8. Press Release and Other Public Disclosures. 

(a) As soon as practicable on or after the date hereof and no later than one business day following the date of this Agreement, the Company
shall announce this Agreement and the material terms hereof by means of a press release in the form attached hereto as Exhibit A (the “Mutual Press Release”). Prior to the issuance of the Mutual Press Release, none of the
parties shall issue any press release, public announcement or other public statement (including, without limitation, in any filing required under the Exchange Act) regarding this Agreement or take any








 
action that would require public disclosure thereof without the prior written consent of the other party. None of the parties hereto shall make any public statements (including in any filing with
the SEC or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Mutual Press Release or the terms of this Agreement. 

(b) No later than two business days following the date of this Agreement, PL Capital Group shall file with the SEC an amendment to their
Schedule 13D in compliance with Section 13 of the Exchange Act reporting their entry into this Agreement, disclosing applicable items to conform to their obligations hereunder and appending this Agreement as an exhibit thereto (the
“Schedule 13D Amendment”). The Schedule 13D Amendment shall be consistent with the Mutual Press Release and the terms of this Agreement. The PL Capital Group shall provide the Company and its Representatives with a reasonable
opportunity to review the Schedule 13D Amendment prior to it being filed with the SEC and consider in good faith any comments of the Company and its Representatives. 

(c) No later than two business days following the date of this Agreement, the Company shall file with the SEC a Current Report on Form 8-K
reporting its entry into this Agreement, disclosing applicable items to conform to its obligations hereunder and appending this Agreement and the Mutual Press Release as exhibits thereto (the “Form 8-K”). The Form 8-K shall be
consistent with the Mutual Press Release and the terms of this Agreement. The Company shall provide PL Capital Advisors and its Representatives with a reasonable opportunity to review and comment on the Form 8-K prior to the filing with the SEC and
consider in good faith any comments of PL Capital Advisors. 
 9. Representations and Warranties. 

(a) Each Member, on behalf of herself, himself or itself, as applicable, represents and warrants that (a) such Member has the power and
authority to execute and deliver this Agreement and to perform all its obligations and consummate the transactions contemplated hereby, and (b) this Agreement has been duly and validly authorized, executed and delivered by such Member,
constitutes a valid and binding obligation and agreement of such Member and is enforceable against such Member in accordance with its terms. 

(b) The Company hereby represents and warrants that (a) it has the power and authority to execute and deliver this Agreement and to
perform all its obligations and consummate the transactions contemplated hereby, and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agreement of the
Company and is enforceable against the Company in accordance with its terms. 
 10. Definitions. 

(a) “Affiliate” and “associate” have the respective meanings set forth in Rule 12b-2 under the Exchange Act.

 (b) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder; 







 (c) “Person” means any individual, partnership, corporation, limited liability
company, or other entity, group, syndicate, trust, government or agency thereof, or any other association or entity. 
 (d) “Third
Party” means any Person that is not a party to this Agreement, a director or officer of the Company, or legal counsel to any party to this Agreement. 

11. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given (a) when delivered by hand, with written confirmation of receipt, (b) upon sending if sent by email to the email addresses below and the appropriate confirmation is received, (c) one day
after being sent by nationally recognized overnight carrier to the addresses set forth below or (d) when actually delivered if sent by any other method that results in delivery, with written confirmation of receipt: 

 

			
	 If to the Company:
	  	With copies to:
		
	 Banc of California, Inc.
 18500 Von Karman
Avenue, Suite 1100
 Irvine, California, 92612

Attention: John C. Grosvenor, General Counsel

Email: John.Grosvenor@bancofcal.com
	  	 Morrison & Foerster LLP
 707 Wilshire
Blvd
 Los Angeles, CA 90017
 Attention: Henry M. Fields,
Esq.
 Email: Hfields@mofo.com
  

and
  

Morrison & Foerster LLP
 250 W 55th St

New York, NY 10019
 Attention: Spencer D. Klein, Esq.

Email: SpencerKlein@mofo.com

		
	If to the PL Capital Group or any Member:	  	With a copy to:
		
	 PL Capital Advisors, LLC

67 Park Place East, Suite 675

Morristown, NJ 07960

Attention: Richard J. Lashley

Email: rlashley@plcapitalllc.com
	  	 Foley & Lardner LLP
 321 North Clark Street,
Suite 2800
 Chicago, IL 60654
 Attention: Phillip M. Goldberg,
Esq.
 Email: pgoldberg@foley.com


 12. Assignments. This Agreement shall not be assignable by operation of law or otherwise by any Member without the
consent of the Company. Subject to the foregoing sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and assigns of each party to this Agreement. 

13. Remedies. Each of the Members, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other
party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with its specific 







 
terms or was otherwise breached and that such injury would not be adequately compensable in damages. It is accordingly agreed that the Members, on the one hand, and the Company, on the other
hand, shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other party hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on
the grounds that any other remedy or relief is available at law or in equity. 
 14. Governing Law. The performance, construction and enforcement of
this Agreement and the documents executed in connection with this Agreement shall be governed by the laws of the State of Maryland, notwithstanding any choice of law or conflicts of law rule that would otherwise dictate the application of the law of
a different jurisdiction. The parties agree that any action or proceeding in respect of any claim arising out of or related to this Agreement shall be brought exclusively in a federal or state court located in the State of Maryland (the
“Chosen Court”) and (i) hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Chosen Court for any actions, suits or proceedings arising out of or relating to this Agreement and the
transactions contemplated hereby, (ii) waive any objection to laying venue in any such action or proceeding in the Chosen Court and (iii) waive any objection that the Chosen Court are an inconvenient forum or lack jurisdiction. 

15. No Waiver. Neither the failure nor any delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. 

16. Amendments; Counterparts. Any amendment or modification of the terms and conditions set forth herein or any waiver of such terms and conditions must
be agreed to in a writing signed by each party hereto. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement. Signatures to this Agreement
transmitted, by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical
delivery of the paper document bearing the original signature. 
 17. No Third Party Beneficiaries. This Agreement is solely for the benefit of the
parties hereto and is not intended to and does not confer any rights on, and is not enforceable by, any other Persons. 
 18. Entire Agreement. This
Agreement contains the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 

[Remainder of page intentionally left blank] 







 IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to
be executed by its duly authorized representative, as of the date first above written. 
  

			
	BANC OF CALIFORNIA, INC.
		
	By:	 	/s/ Robert Sznewajs
	Name: Robert Sznewajs
	Title: Chair of the Board of Directors









 
	
	 FINANCIAL EDGE FUND, L.P.
 By: PL CAPITAL,
LLC
 General Partner

	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	 FINANCIAL EDGE-STRATEGIC FUND, L.P.
 By: PL
CAPITAL, LLC
 General Partner

	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	 PL CAPITAL PLUS FUND, LP
 By: PL CAPITAL PLUS,
LLC
 General Partner

	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member









 
	
	 PL CAPITAL/FOCUSED FUND, L.P.
 By: PL CAPITAL,
LLC
 General Partner

	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	 GOODBODY/PL CAPITAL, L.P.
 By: GOODBODY/PL
CAPITAL, LLC
 General Partner

	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	GOODBODY/PL CAPITAL, LLC
	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member









 
	
	PL CAPITAL ADVISORS, LLC
	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	PL CAPITAL, LLC
	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	PL CAPITAL PLUS, LLC
	
	/s/ John W. Palmer
	By: John W. Palmer
	Managing Member
	
	/s/ Richard J. Lashley
	By: Richard J. Lashley
	Managing Member
	
	/s/ John W. Palmer
	John W. Palmer
	
	/s/ Richard J. Lashley
	Richard J. Lashley









 Schedule A1 

 

	 	•	 	Financial Edge Fund, L.P., a Delaware limited partnership; 

  

	 	•	 	Financial Edge-Strategic Fund, L.P., a Delaware limited partnership; 

  

	 	•	 	PL Capital/Focused Fund, L.P., a Delaware limited partnership; 

  

	 	•	 	Goodbody/PL Capital, L.P., a Delaware limited partnership; 

  

	 	•	 	PL Capital Plus Fund, L.P., a Delaware limited partnership: 

  

	 	•	 	PL Capital Plus, LLC, a Delaware limited liability company; 

  

	 	•	 	Goodbody/PL Capital, LLC, a Delaware limited liability company; 

  

	 	•	 	PL Capital Advisors, LLC, a Delaware limited liability company; 

  

	 	•	 	PL Capital, LLC, a Delaware limited liability company; 

  

	 	•	 	John W. Palmer, an individual; and 

  

	 	•	 	Richard J. Lashley, an individual. 

  

 







 Exhibit A 

Mutual Press Release