EXHIBIT 10.6


 

FIRST
CHOICE BANK


 


2013
OMNIBUS STOCK INCENTIVE PLAN


 




    	 	 	 



    	 



    

 


FIRST
CHOICE BANK


2013
OMNIBUS STOCK INCENTIVE PLAN


TABLE
OF CONTENTS


 


	 	 	Page
	1.	Purpose	1
	2.	Definitions	1
	 	2.1	“Award”	1
	 	2.2	“Award
    Agreement”	1
	 	2.3	“Base
    Price”	1
	 	2.4	“Board”	1
	 	2.5	“Code”	1
	 	2.6	“Committee”	1
	 	2.7	“Company”	1
	 	2.8	“Deferral
    Period”	1
	 	2.9	“Deferred
    Shares”	1
	 	2.10	“Employee”	1
	 	2.11	“Fair
    Market Value”	1
	 	2.12	“Freestanding
    Stock Appreciation Right”	2
	 	2.13	“Grant
    Date”	2
	 	2.14	“Incentive
    Stock Option”	2
	 	2.15	“Nonemployee
    Director”	2
	 	2.16	“Nonqualified
    Stock Option”	2
	 	2.17	“Option”	2
	 	2.18	“Optionee”	2
	 	2.19	“Option
    Price”	2
	 	2.20	“Participant”	2
	 	2.21	“Performance
    Objectives”	2
	 	2.22	“Performance
    Period”	3
	 	2.23	“Performance
    Share”	3
	 	2.24	“Performance
    Unit”	3
	 	2.25	“Qualified
    Performance-Based Award”	3
	 	2.26	“Restricted
    Shares”	3
	 	2.27	“Shares”	3
	 	2.28	“Spread”	3
	 	2.29	“Stock
    Appreciation Right”	3
	 	2.30	“Subsidiary”	3
	 	2.31	“Tandem
    Stock Appreciation Right”	3
	3.	Shares
    Available Under the Plan	3
	 	3.1	Reserved
    Shares	3
	 	3.2	Reduction
    Ratio	4
	 	3.3	ISO
    Maximum	4
	 	3.4	Maximum
    Calendar Year Award	4
	4.	Plan
    Administration	4
	 	4.1	Board
    Committee Administration	4
	 	4.2	Committee
    Delegation.	4
	5.	Options	4
	 	5.1	Number
    of Shares	4
	 	5.2	Option
    Price.	4
	 	5.3	Consideration.	4
	 	5.4	Payment
    of Option Price in Shares	5
	 	5.5	Cashless
    Exercise	5
	 	5.6	Performance-Based
    Options.	5
	 	5.7	Vesting	5
	 	5.8	ISO
    Dollar Limitation	5
	 	5.9	Exercise
    Period	6
	 	5.10	Award
    Agreement	6



 






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	6.	Stock
    Appreciation Rights.	6
	 	6.1	Payment
    in Cash or Shares	6
	 	6.2	Maximum
    SAR Payment	6
	 	6.3	Exercise
    Period	6
	 	6.4	Change
    in Control	6
	 	6.5	Dividend
    Equivalents	6
	 	6.6	Award
    Agreement	6
	 	6.7	Tandem
    Stock Appreciation Rights	6
	 	6.8	Exercise
    Period	6
	 	6.9	Freestanding
    Stock Appreciation Rights	7
	7.	Restricted
    Shares.	7
	 	7.1	Transfer
    of Shares	7
	 	7.2	Consideration	7
	 	7.3	Substantial
    Risk of Forfeiture	7
	 	7.4	Dividends,
    Voting and Other Ownership Rights	7
	 	7.5	Restrictions
    on Transfer	7
	 	7.6	Performance-Based
    Restricted Shares	7
	 	7.7	Dividends	8
	 	7.8	Award
    Agreement	8
	8.	Deferred
    Shares.	8
	 	8.1	Deferred
    Compensation	8
	 	8.2	Consideration	8
	 	8.3	Deferral
    Period	8
	 	8.4	Dividend
    Equivalents and Other Ownership Rights	8
	 	8.5	Performance
    Objectives	8
	 	8.6	Award
    Agreement.	8
	9.	Performance
    Shares and Performance Units.	9
	 	9.1	Number
    of Performance Shares or Unit	9
	 	9.2	Performance
    Period.	9
	 	9.3	Performance
    Objectives.	9
	 	9.4	Threshold
    Performance Objectives	9
	 	9.5	Payment
    of Performance Shares and Units	9
	 	9.6	Maximum
    Payment.	9
	 	9.7	Dividend
    Equivalents	9
	 	9.8	Adjustment
    of Performance Objectives.	9
	 	9.9	Award
    Agreement	9
	10.	Transferability.	9
	 	10.1	Transfer
    Restrictions.	9
	 	10.2	Limited
    Transfer Rights	10
	 	10.3	Restrictions
    on Transfer	10
	11.	Adjustments	10
	12.	Fractional
    Shares	10
	13.	Withholding
    Taxes	10
	14.	Certain
    Terminations of Employment, Hardship and Approved Leaves of Absence	11
	15.	Foreign
    Participants.	11
	16.	Amendments
    and Other Matters.	11
	 	16.1	Plan
    Amendments	11
	 	16.2	Award
    Deferrals	11
	 	16.3	Conditional
    Awards.	11
	 	16.4	Repricing
    Prohibited	12
	 	16.5	No
    Employment Right.	12
	 	16.6	Tax
    Qualification	12
	17.	Effective
    Date	12
	18.	Termination	12
	19.	Limitations
    Period	12
	20.	Governing
    Law	12


 




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FIRST
CHOICE BANK


2013
OMNIBUS STOCK INCENTIVE PLAN


 


1.
Purpose. The purpose of the First Choice Bank 2013 Omnibus Stock Incentive Plan (the “Plan”) is to strengthen
First Choice Bank (the “Company”) and those banks and corporations which are or hereafter become subsidiary corporations
by providing additional means of attracting and retaining competent managerial personnel and by providing to participating directors,
officers, key employees and consultants of the Company and its subsidiaries added incentive for high levels of performance and
for unusual efforts to increase the earnings of the Company and any subsidiaries and allow the opportunity to participate in the
ownership of the Company and thereby have an interest in the success and increased value of the Company. The Plan seeks to accomplish
these purposes and achieve these results by providing a means whereby such directors, officers, key employees and consultants
may purchase shares of the Common Stock of the Company or otherwise participate in the increased value of the Company.


 


2.
Definitions. As used in this Plan, the following terms shall be defined as set forth below:


 


2.1
“Award” means any Option, Stock Appreciation Right, Restricted Shares, Deferred Shares, Performance Shares
or Performance Units granted under the Plan.


 


2.2
“Award Agreement” means an agreement, certificate, resolution or other form of writing or other evidence approved
by the Committee which sets forth the terms and conditions of an Award.


 


2.3
“Base Price” means the price to be used as the basis for determining the Spread upon the exercise of a Freestanding
Stock Appreciation Right.


 


2.4
“Board” means the Board of Directors of the Company.


 


2.5
“Code” means the Internal Revenue Code of 1986, as amended from time to time.


 


2.6
“Committee” means the Company’s Compensation Committee of the Board, as described in Section 4.


 


2.7
“Company” means First Choice Bank, a California banking corporation, or any successor corporation.


 


2.8
“Deferral Period” means the period of time during which Deferred Shares are subject to deferral limitations
under Section 8.


 


2.9
“Deferred Shares” means an Award pursuant to Section 8 of the right to receive Shares at the end of a specified
Deferral Period.


 


2.10
“Employee” means any person, including an officer, employed by the Company or a Subsidiary.


 


2.11
“Fair Market Value” means the fair market value of the Shares as determined by the Committee from time to time.
Unless otherwise determined by the Committee, the fair market value of the Common Stock shall be as determined in accordance with
any reasonable valuation method selected by the Committee, including the valuation methods described in Treasury Regulation Section
20.2031-2, and in accordance with Generally Accepted Accounting Principles.


 






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2.12
“Freestanding Stock Appreciation Right” means a Stock Appreciation Right granted pursuant to Section 6 that
is not granted in tandem with an Option or similar right.


 


2.13
“Grant Date” means the date specified by the Committee on which a grant of an Award shall become effective,
which shall not be earlier than the date on which the Committee takes action with respect thereto.


 


2.14
“Incentive Stock Option” means any Option that is intended to qualify as an “incentive stock option”
under Code Section 422 or any successor provision.


 


2.15
“Nonemployee Director” means a member of the Board who is not an Employee.


 


2.16
“Nonqualified Stock Option” means an Option that is not intended to qualify as an Incentive Stock Option.


 


2.17
“Option” means any option to purchase Shares granted under Section 5.


 


2.18
“Optionee” means the person so designated in an agreement evidencing an outstanding Option.


 


2.19
“Option Price” means the purchase price payable upon the exercise of an Option.


 


2.20
“Participant” means an Employee, Nonemployee Director or Consultant who is selected by the Committee to receive
benefits under this Plan, provided that only Employees shall be eligible to receive grants of Incentive Stock Options.


 


2.21
“Performance Objectives” means the performance objectives established pursuant to this Plan for Participants
who have received Awards. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related
to the performance of the individual Participant or the division, department or function within the Company in which the Participant
is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by
a group of peer companies or by a financial market index. Any Performance Objectives applicable to a Qualified Performance-Based
Award shall be limited to specified levels of or increases in the Company’s return on equity, diluted earnings per share,
total earnings, earnings growth, return on capital, return on assets, earnings before interest and taxes, sales, sales growth,
gross margin, return on investment, increase in the fair market value of the Shares, share price (including but not limited to,
growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating
cash flow and free cash flow), cash flow return on investment (which equals net cash flow divided by total capital), financial
return ratios, total return to stockholders, market share, earnings measures/ratios, economic value added (EVA), balance sheet
measurements such as loan or deposit growth, internal rate of return, increase in net present value or expense targets, “Employer
of Choice” or similar survey results, client satisfaction surveys and productivity. Except in the case of a Qualified Performance-Based
Award, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the
Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable,
the Committee may modify such Performance Objectives or the related minimum acceptable level of achievement, in whole or in part,
as the Committee deems appropriate and equitable.


 






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2.22
“Performance Period” means a period of time established under Section 9 within which the Performance Objectives
relating to a Performance Share, Performance Unit, Deferred Shares or Restricted Shares are to be achieved.


 


2.23
“Performance Share” means a bookkeeping entry that records the equivalent of one Share awarded pursuant to
Section 9.


 


2.24
“Performance Unit” means a bookkeeping entry that records a unit equivalent to $1.00 awarded pursuant to Section
9.


 


2.25
“Qualified Performance-Based Award” means an Award or portion of an Award that is intended to satisfy the requirements
for “qualified performance-based compensation” under Code Section 162(m). The Committee shall designate any Qualified
Performance-Based Award as such at the time of grant.


 


2.26
“Restricted Shares” mean Shares granted under Section 7 subject to a substantial risk of forfeiture.


 


2.27
“Shares” means shares of the Common Stock of the Company, no par value, or any security into which Shares may
be converted by reason of any transaction or event of the type referred to in Section 11.


 


2.28
“Spread” means, in the case of a Freestanding Stock Appreciation Right, the amount by which the Fair Market
Value on the date when any such right is exercised exceeds the Base Price specified in such right or, in the case of a Tandem
Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Option
Price specified in the related Option.


 


2.29
“Stock Appreciation Right” means a right granted under Section 6, including a Freestanding Stock Appreciation
Right or a Tandem Stock Appreciation Right.


 


2.30
“Subsidiary” means a corporation or other entity in which the Company has a direct or indirect ownership or
other equity interest, provided that for purposes of determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options. “Subsidiary” means any corporation (within the meaning of the Code) in which the Company
owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of
stock issued by such corporation at the time of such grant.


 


2.31
“Tandem Stock Appreciation Right” means a Stock Appreciation Right granted pursuant to Section 6 that is granted
in tandem with an Option or any similar right granted under any other plan of the Company.


 


3.
Shares Available Under the Plan.


 


3.1
Reserved Shares. Subject to adjustment as provided in Section 11, the maximum number of Shares that may be (i) issued or
transferred upon the exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and released from substantial
risk of forfeiture, (iii) issued or transferred in payment of Deferred Shares or Performance Shares, or (iv) issued or transferred
in payment of dividend equivalents paid with respect to Awards, shall not in the aggregate exceed [631,105] shares. Such Shares
may be Shares of original issuance, Shares held in Treasury, or Shares that have been reacquired by the Company.


 






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3.2
Reduction Ratio. For purposes of Section 3.1, each Share issued or transferred pursuant to an Award other than a Stock
Option shall reduce the number of Shares available for issuance under the Plan by 1 Share.


 


3.3
ISO Maximum. In no event shall the number of Shares issued upon the exercise of Incentive Stock Options exceed ________
subject to adjustment as provided in Section 11.


 


3.4
Maximum Calendar Year Award. No Participant may receive Awards representing more than _________ Shares in any one calendar
year, subject to adjustment as provided in Section 11. In addition, the maximum number of Performance Units that may be granted
to a Participant in any one calendar year is _________.


 


4.
Plan Administration. 


 


4.1
Board Committee Administration. This Plan shall be administered by a Compensation Committee appointed by the Board from
among its board members, provided that the full Board may at any time act as the Committee. The interpretation and construction
by the Committee of any provision of this Plan or of any Award Agreement and any determination by the Committee pursuant to any
provision of this Plan or any such agreement, notification or document, shall be final and conclusive. No member of the Committee
shall be liable to any person for any such action taken or determination made in good faith.


 


4.2
Committee Delegation. The Committee may delegate to one or more officers of the Company the authority to grant Awards to
Participants who are not directors or executive officers of the Company, provided that the Committee shall have fixed the total
number of shares of Stock subject to such grants.


 


5.
Options. The Committee may from time to time authorize grants to Participants of options to purchase Shares upon such terms
and conditions as the Committee may determine in accordance with the following provisions:


 


5.1
Number of Shares. Each grant shall specify the number of Shares to which it pertains.


 


5.2
Option Price. Each grant shall specify an Option Price per Share, which shall be equal to or greater than the Fair Market
Value per Share on the Grant Date.


 


5.3
Consideration. Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the
manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent
acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of exercise
that is equal to the Option Price, (iii) any other legal consideration that the Committee may deem appropriate, including without
limitation any form of consideration authorized under Section 5.4, on such basis as the Committee may determine in accordance
with this Plan, or (iv) any combination of the foregoing.


 






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5.4
Payment of Option Price in Shares. On or after the Grant Date of any Option other than an Incentive Stock Option, the Committee
may determine that payment of the Option Price may also be made in whole or in part in the form of Restricted Shares or other
Shares that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by the Committee, whenever
any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this Section 5.4, the
Shares received by the Optionee upon the exercise of the Options shall be subject to the same risks of forfeiture or restrictions
on transfer as those that applied to the consideration surrendered by the Optionee, provided that such risks of forfeiture and
restrictions on transfer shall apply only to the same number of Shares received by the Optionee as applied to the forfeitable
or restricted Shares surrendered by the Optionee.


 


5.5
Cashless Exercise. To the extent permitted by applicable law, any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on the date of exercise of some or all of the Shares to which the exercise
relates.


 


In
addition, all or a portion of a stock option may be exercised, with prior written approval of the Committee, with Shares of the
Company which when added to the cash payment, if any, has a Fair Market Value equal to the full amount of the exercise price of
the Option, or part thereof, then being exercised. If all or part of payment is made in Shares as heretofore provided, such payment
shall be deemed to have been made only upon receipt by the Company of all required share certificates, all stock powers and other
required transfer documents necessary to transfer the Shares to the Company. Payment by an Optionee as provided herein shall be
made in full concurrently with the Optionee’s notification to the Company of his intention to exercise all or part of an
Option.


 


In
addition, the Optionee shall have the right upon the exercise of an Option by surrendering for cancellation a portion of an Option
to the Company for the number of shares (the “Surrendered Shares”) specified in the holder’s notice of exercise,
by delivery to the Company with such notice written instructions from such holder to apply the Appreciated Value (as defined below)
of the Surrendered Shares to payment of the exercise price for shares subject to the Option that are being acquired upon such
exercise. The term “Appreciated Value” for each share subject to the Option shall mean the excess of the Fair Market
Value thereof over the exercise price then in effect. Payment by an Optionee as provided herein shall be made in full concurrently
with the Optionee’s notification to the Company of his intention to exercise all or part of the Option. If all or part of
payment is made in Shares of the Company as heretofore provided, such payment shall be deemed to have been made only upon receipt
by the Company of all required share certificates, and all stock powers and other required transfer documents necessary to transfer
the Shares of the Company.


 


5.6
Performance-Based Options. Any grant of an Option may specify Performance Objectives that must be achieved as a condition
to exercise of the Option.


 


5.7
Vesting. Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary
(or, in the case of a Nonemployee Director, service on the Board) that is necessary before the Options or installments thereof
shall become exercisable, and any grant will provide for the earlier exercise of such rights in the event of a change in control
of the Company or other similar transaction or event.


 


5.8
ISO Dollar Limitation. Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock Options or a
combination of the foregoing, provided that only Nonqualified Stock Options may be granted to Nonemployee Directors. Each grant
shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding
any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated
as Incentive Stock Options are exercisable for the first time by an Optionee during any calendar year (under all plans of the
Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.


 






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5.9
Exercise Period. No Option granted under this Plan may be exercised more than ten years from the Grant Date.


 


5.10
Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee
may determine consistent with this Plan.


 


6.
Stock Appreciation Rights. The Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock
Appreciation Right is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee
and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any
grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance
with the following provisions:


 


6.1
Payment in Cash or Shares. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right
may be paid by the Company in cash, Shares or any combination thereof and may (i) either grant to the Participant or reserve to
the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Company
to issue Shares or other equity securities in lieu of cash.


 


6.2
Maximum SAR Payment. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall
not exceed a maximum specified by the Committee on the Grant Date.


 


6.3
Exercise Period. Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable
and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable.


 


6.4
Change in Control. Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a change
in control of the Company or other similar transaction or event.


 


6.5
Dividend Equivalents. On or after the Grant Date of any Stock Appreciation Rights, the Committee may provide for
the payment to the Participant of dividend equivalents thereon in cash or Shares on a current, deferred or contingent basis.


 


6.6
Award Agreement. Each grant shall be evidenced by an Award Agreement which shall describe the subject Stock Appreciation
Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions
of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan.


 


6.7
Tandem Stock Appreciation Rights. Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock
Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan
of the Company) is also exercisable and the Spread is positive; and (ii) by surrender of the related Option (or such other right)
for cancellation.


 


6.8
Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years from the Grant
Date.


 






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6.9
Freestanding Stock Appreciation Rights. Regarding Freestanding Stock Appreciation Rights only:


 


(i)
Each grant shall specify in respect of each Freestanding Stock Appreciation Right a Base Price per Share, which shall be equal
to or greater than the Fair Market Value on the Grant Date;


 


(ii)
Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights previously
granted to such Participant remain unexercised; and


 


(iii)
Each grant shall specify the period or periods of continuous employment of the Participant by the Company or any Subsidiary that
are necessary before the Freestanding Stock Appreciation Rights or installments thereof shall become exercisable, and any grant
may provide for the earlier exercise of such rights in the event of a change in control of the Company or other similar transaction
or event.


 


7.
Restricted Shares. The Committee may also authorize grants to Participants of Restricted Shares upon such terms and conditions
as the Committee may determine in accordance with the following provisions:


 


7.1
Transfer of Shares. Each grant shall constitute an immediate transfer of the ownership of Shares to the Participant in
consideration of the performance of services, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.


 


7.2
Consideration. Each grant may be made without additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Fair Market Value on the Grant Date.


 


7.3
Substantial Risk of Forfeiture. Each grant shall provide that the Restricted Shares covered thereby shall be subject to
a “substantial risk of forfeiture” within the meaning of Code Section 83 for a period to be determined by the Committee
on the Grant Date, and any grant or sale may provide for the earlier termination of such risk of forfeiture in the event of a
change in control of the Company or other similar transaction or event.


 


7.4
Dividends, Voting and Other Ownership Rights. Unless otherwise determined by the Committee, an award of Restricted Shares
shall entitle the Participant to dividend, voting and other ownership rights during the period for which such substantial risk
of forfeiture is to continue.


 


7.5
Restrictions on Transfer. Each grant shall provide that, during the period for which such substantial risk of forfeiture
is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent
prescribed by the Committee on the Grant Date. Such restrictions may include, without limitation, rights of repurchase or first
refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands
of any transferee.


 


7.6
Performance-Based Restricted Shares. Any grant or the vesting thereof may be further conditioned upon the attainment of
Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance
Shares and Performance Units.


 






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7.7
Dividends. Any grant may require that any or all dividends or other distributions paid on the Restricted Shares during
the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in additional Shares,
which may be subject to the same restrictions as the underlying Award or such other restrictions as the Committee may determine.


 


7.8
Award Agreements. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee
may determine consistent with this Plan. Unless otherwise directed by the Committee, all certificates representing Restricted
Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares, shall be held
in custody by the Company until all restrictions thereon lapse.


 


8.
Deferred Shares. The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as
the Committee may determine in accordance with the following provisions:


 


8.1
Deferred Compensation. Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participant
in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions
as the Committee may specify.


 


8.2
Consideration. Each grant may be made without additional consideration from the Participant or in consideration of a payment
by the Participant that is less than the Fair Market Value on the Grant Date.


 


8.3
Deferral Period. Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period,
which shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such
period in the event of a change in control of the Company or other similar transaction or event.


 


8.4
Dividend Equivalents and Other Ownership Rights. During the Deferral Period, the Participant shall not have any right to
transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have
any right to vote such shares, but the Committee may on or after the Grant Date authorize the payment of dividend equivalents
on such shares in cash or additional Shares on a current, deferred or contingent basis.


 


8.5
Performance Objectives. Any grant or the vesting thereof may be further conditioned upon the attainment of Performance
Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares
and Performance Units.


 


8.6
Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee
may determine consistent with this Plan.


 






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9.
Performance Shares and Performance Units. The Committee may also authorize grants of Performance Shares and Performance
Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms
and conditions as the Committee may determine in accordance with the following provisions:


 


9.1
Number of Performance Shares or Units. Each grant shall specify the number of Performance Shares or Performance Units to
which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.


 


9.2
Performance Period. The Performance Period with respect to each Performance Share or Performance Unit shall commence on
the Grant Date and may be subject to earlier termination in the event of a change in control of the Company or other similar transaction
or event.


 


9.3
Performance Objectives. Each grant shall specify the Performance Objectives that are to be achieved by the Participant.


 


9.4
Threshold Performance Objectives. Each grant may specify in respect of the specified Performance Objectives a minimum acceptable
level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment
to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified
Performance Objectives.


 


9.5
Payment of Performance Shares and Units. Each grant shall specify the time and manner of payment of Performance Shares
or Performance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in
cash, Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right to elect
among those alternatives.


 


9.6
Maximum Payment. Any grant of Performance Shares may specify that the amount issuable with respect thereto may not exceed
a maximum specified by the Committee on the Grant Date. Any grant of Performance Units may specify that the amount payable, or
the number of Shares issued, with respect thereto may not exceed maximums specified by the Committee on the Grant Date.


 


9.7
Dividend Equivalents. Any grant of Performance Shares may provide for the payment to the Participant of dividend equivalents
thereon in cash or additional Shares on a current, deferred or contingent basis.


 


9.8
Adjustment of Performance Objectives. If provided in the terms of the grant, the Committee may adjust Performance Objectives
and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have
occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance
Objectives or the related minimum acceptable level of achievement.


 


9.9
Award Agreement. Each grant shall be evidenced by an Award Agreement which shall state that the Performance Shares or Performance
Units are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine
consistent with this Plan.


 


10.
Transferability.


 


10.1
Transfer Restrictions. Except as provided in Section 10.2, no Award granted under this Plan shall be transferable by a
Participant other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall be exercisable
during a Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by
his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt
to transfer an Award in violation of this Plan shall render such Award null and void.


 






    	 	9	 



    	 



    

 


10.2
Limited Transfer Rights. The Committee may expressly provide in an Award agreement (or an amendment to an Award agreement)
that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal
descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity
in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant that may be approved
by the Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 10.2. All terms and
conditions of the Award, including provisions relating to the termination of the Participant’s employment or service with
the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 10.2.


 


10.3
Restrictions on Transfer. Any Award made under this Plan may provide that all or any part of the Shares that are (i) to
be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the
Deferral Period applicable to Deferred Shares or upon payment under any grant of Performance Shares or Performance Units, or (ii)
no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7, shall be subject
to further restrictions upon transfer.


 


11.
Adjustments. The Committee may make or provide for such adjustments in the (a) number of Shares covered by outstanding
Options, Stock Appreciation Rights, Deferred Shares, Restricted Shares and Performance Shares granted hereunder, (b) prices per
share applicable to such Options and Stock Appreciation Rights, and (c) kind of shares covered thereby (including shares of another
issuer), as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution
or enlargement of the rights of Participants that otherwise would result from (x) any stock dividend, stock split, combination
or exchange of Shares, recapitalization or other change in the capital structure of the Company, (y) any merger, consolidation,
spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets (other
than a normal cash dividend), issuance of rights or warrants to purchase securities or (z) any other corporate transaction or
event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee
may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it may in good
faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so
replaced. The Committee may also make or provide for such adjustments in each of the limitations specified in Section 3 as the
Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described
in this Section 11.


 


12.
Fractional Shares. The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Committee
may provide for the elimination of fractions or for the settlement thereof in cash.


 


13.
Withholding Taxes. To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection
with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt
of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to
the Company for payment of all such taxes required to be withheld. At the discretion of the Committee, such arrangements may include
relinquishment of a portion of such benefit.


 






    	 	10	 



    	 



    

 


14.
Certain Terminations of Employment, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this
Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement
with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other special circumstances,
of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted
Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred
Shares as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned,
or any Shares that are subject to any transfer restriction pursuant to Section 10.3, the Committee may in its sole discretion
take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without
limitation, waiving or modifying any limitation or requirement with respect to any Award under this Plan.


 


15.
Foreign Participants. In order to facilitate the making of any grant or combination of grants under this Plan, the Committee
may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services
for the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments,
restatements or alternative versions of, this Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements
or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless
this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.


 


16.
Amendments and Other Matters.


 


16.1
Plan Amendments. This Plan may be amended from time to time by the Board, but no such amendment shall increase any of the
limitations specified in Section 3, other than to reflect an adjustment made in accordance with Section 11, without the further
approval of the stockholders of the Company. The Board may condition any amendment on the approval of the stockholders of the
Company if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national
securities exchange or other applicable laws, policies or regulations.


 


16.2
Award Deferrals. The Committee may permit Participants to elect to defer the issuance of Shares or the settlement of Awards
in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. In the case
of an award of Restricted Shares, the deferral may be effected by the Participant’s agreement to forego or exchange his
or her award of Restricted Shares and receive an award of Deferred Shares. The Committee also may provide that deferred settlements
include the payment or crediting of interest on the deferral amounts, or the payment or crediting of dividend equivalents where
the deferral amounts are denominated in Shares.


 


16.3
Conditional Awards. The Committee may condition the grant of any award or combination of Awards under the Plan on the surrender
or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company
or any Subsidiary to the Participant.


 






    	 	11	 



    	 



    

 


16.4
Repricing Prohibited. The Committee shall not reprice any outstanding Option, directly or indirectly, without the approval
of the stockholders of the Company, provided that nothing herein shall prevent the Committee from taking any action provided for
in Section 11.


 


16.5
No Employment Right. This Plan shall not confer upon any Participant any right with respect to continuance of employment
or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any
Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time.


 


16.6
Tax Qualification. To the extent that any provision of this Plan would prevent any Option that was intended to qualify
under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to
such Option, provided that such provision shall remain in effect with respect to other Options, and there shall be no further
effect on any provision of this Plan.


 


17.
Effective Date. This Plan shall become effective on _____, 2013 following its approval by the stockholders of the Company.


 


18.
Termination. This Plan shall terminate on the tenth anniversary of the date upon which it is approved by the stockholders
of the Company, and no Award shall be granted after that date.


 


19.
Limitations Period. Any person who believes he or she is being denied any benefit or right under the Plan may file a written
claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving
rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its designated agent, will
notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee
in writing within ninety (90) days of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s
decision is final and conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim
is filed with the Committee and is denied or deemed denied and any lawsuit must be filed within one year of such denial or deemed
denial or be forever barred.


 


20.
Governing Law. The validity, construction and effect of this Plan and any Award hereunder will be determined in accordance
with California law.


 




    	 	12	 



    	 



    

 


SECRETARY’S
CERTIFICATE OF ADOPTION


 


I,
the undersigned, do hereby certify:


 


1.       That
I am the duly elected and acting Secretary of First Choice Bank; and


 


2.       That
the foregoing First Choice Bank 2013 Omnibus Stock Incentive Plan was duly adopted by the Board of Directors of First Choice Bank
as the Omnibus Stock Incentive Plan for the Company at a meeting duly called as required by law and convened on the 28th
day of February, 2013, subject to approval by the Company’s stockholders, and subject to any necessary amendment or
approval from any of the Company’s regulatory agencies.


 


IN
WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Company this 28th day of February  ,
2013.


 


	 	/s/
    San San Lee
	 	San
    San Lee, Secretary


 


[SEAL]


 






    	 	13	 



    	 



    

 


 


Exhibit
A


 


First
Amendment


 


To



 


First
Choice Bank


 


Omnibus
Stock Incentive Plan


 


Dated:
June 23, 2016


 




    	 



     


    

 





First
Amendment (“First Amendment”) to the Omnibus Stock Incentive Plan (the “Plan”) originally adopted by the
Board of Directors on February 12, 2013 and approved by the Bank’s shareholders on May 9, 2013. This First Amendment is
made with specific reference to the following facts:


 


RECITALS


 


	A.	The
    Board of Directors of the Bank originally adopted the Plan on February 12, 2013.
	 	 
	B.	On
    May 26, 2016, the Board of Directors of the Bank declared a 4% stock dividend payable on July 22, 2016 to shareholders of
    record at the close of business on July 1, 2016 (the “Stock Dividend”).
	 	 
	C.	The
    Board of Directors desires to amend certain terms of the Plan pursuant to this First Amendment to provide that the additional
    shares (the “Additional Shares”) issued pursuant to the Stock Dividend shall be freely transferable.


 


TERMS
AND CONDITIONS


 


NOW,
THEREFORE, for and in consideration of the foregoing recitals and this First Amendment, the Plan is hereby amended as follows:


 


1.
Section 7.5 is hereby amended in its entirety to read as follows:


 


“7.5 Restrictions
on Transfer. Each grant may provide that, during the period for which such substantial risk of forfeiture is to
continue, the transferability of the Restricted Shares may be prohibited or restricted in the manner and to the extent
prescribed by the Committee on the Grant Date. Such restrictions may include, without limitation, rights of repurchase or
first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in
the hands of any transferee.”


 


2. Section
10.1 is amended in its entirety to read as follows:


 


“10.1 Transfer
Restrictions. Except as provided in Section 10.2 and as provided in stock dividend resolutions adopted by the Board of
Directors, no Award granted under this Plan shall be transferable by a Participant other than by will or the laws of descent
and distribution, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only
by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer an Award in violation of
this Plan shall render such Award null and void.”


 


3.
Effective Date 


 


This
First Amendment will take effect on June 23, 2016.


 


4.
Remaining Terms and Conditions


 


All
remaining terms of the Plan shall remain in full force and effect and are incorporated herein as if restated in full. If there
is a conflict between this First Amendment and the Plan, the terms of this First Amendment will prevail.


 





First
Choice Bank,


a
California corporation


17785
Center Court, Suite 750


Cerritos,
California 90703


 


Dated:
_June 23, 2016


 


	By:
    	/s/
    Robert Franko	 
		Robert
    Franko	 
		President/CEO	 


 




    	 



     


    

 





First
Choice Bancorp


 


2013
Omnibus Stock Incentive Plan


Option Award Agreement


 


Participant:


 


Date
of Grant:


 


Number
of Shares Covered by this Option:


 


Number
of above Shares intended to be


Incentive Stock Options (“ISOs”)


within
the meaning of Internal Revenue


Code § 422:


 


Number
of above shares intended to be


Nonqualified Stock Options (“NQSOs”):


 


Option
Price for each Share: 


 


Date
of Expiration:


 


THIS
AGREEMENT, effective as of the Date of Grant set forth above, represents the grant of stock options by First Choice Bancorp, a
California corporation (the “Company”) to the Participant named above, pursuant to the provisions of the First Choice
Bank 2013 Omnibus Stock Incentive Plan, as adopted by First Choice Bancorp (“Plan”).


 


All
capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless specifically set forth otherwise herein.


 


The
Plan provides a complete description of the terms and conditions governing the Option. If there is any inconsistency between the
terms of this Agreement and the terms of the Plan, the Plan’s terms shall completely supersede and replace the conflicting
terms of this Agreement. The parties hereto agree as follows:


 


1.
Grant of Stock Options. The Company hereby
grants to the Participant an Option to purchase the number of Shares set forth above, at the stated Option Price, which is 100
percent (100%) of the Fair Market Value of a Share on the Date of Grant, in the manner and subject to the terms and conditions
of the Plan and this Agreement.


 


2.
Exercise of Stock Option. Except as hereinafter
provided, the Participant may exercise this Option at any time after the end of one year following the Date of Grant as to those
Shares which have become vested according to the vesting schedule set forth below, provided that no exercise may occur subsequent
to the close of business on the Date of Expiration (as defined on page 1 of this Agreement).


 




    	 



     


    

 





VESTING
SCHEDULE


 


	Date	 	Shares for Which Option

                                                                                Becomes Exercisable
	 	Cumulative
    Number of Shares Available for Purchase
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


This
Option may be exercised in whole or in part, but not for less than 100 Shares at any one time, unless fewer than 100 Shares then
remain subject to the Option, and the Option is then being exercised as to all such remaining Shares.


 


3.
Termination of Employment:


 


	(a)	By
    death or Disability: In the event of termination of employment by reason of death or disability, all Shares under this
    Option shall become immediately vested (100%) and the Shares may be purchased under the terms of this Agreement until the
    earlier of: (i) the expiration date of this Option; or (ii) the first anniversary of the date of death or Disability.
	 	 
	(b)	By
    Retirement: Except as otherwise approved by the Compensation Committee, in the event of termination of employment by reason
    of retirement, all vested Shares under this Option may be purchased under the terms of this Agreement until the earlier of:
    (i) the expiration date of this Option; or (ii) the third anniversary date of Retirement.
	 	 
	(c)	For
    Cause: In the event of termination of employment for cause, all Shares under this Option shall automatically expire and
    terminate in their entirety immediately upon such termination; provided, however, that the Stock Option Committee may, in
    its sole discretion, within thirty (30) days of such termination, reinstate this Option by giving written notice of such reinstatement
    to the Participant. In the event of such reinstatement, the Participant may exercise the Option only to such extent, for such
    time, and upon such terms and conditions as in the case of a Participant whose status as a Participant had been terminated
    for a reason other than cause, disability or death. Termination for cause shall include, but not be limited to, termination
    for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith,
    and, in any event, the determination of the Stock Option Committee with respect thereto shall be final and conclusive.
	 	 
	(d)	For
    other reasons: Shares which are vested as of the date of termination of employment of the Participant for any reason other
    than those reasons set forth in 3(a), 3(b) or 3(c) above may be purchased under the terms of this Agreement until the earlier
    of: (i) the expiration date of this Option; or (ii) 90 days following the date of termination of employment. Shares which
    are not vested as of the date of termination shall immediately terminate, and shall be forfeited to the Company.


 


4.
Change in Control. In the event of a Change
in Control, all Shares under this Option shall become immediately vested (100%) and shall remain exercisable for their entire
term.


 


“Change
in Control” of the Company shall be deemed to have occurred (as of a particular day, as specified by the Board) upon the
occurrence of any of the following events:


 


	(a)	The
    acquisition in a transaction or series of transactions by any Person of Beneficial Ownership of thirty percent (30%) or more
    of the combined voting power of the then outstanding shares of common stock of the Company; provided, however, that for purposes
    of this Agreement, the following acquisitions will not constitute a Change in Control: (A) any acquisition by the Company;
    (B) any acquisition of common stock of the Company by an underwriter holding securities of the Company in connection with
    a public offering thereof; and (C) any acquisition by any Person pursuant to a transaction which complies with subsections
    (c) (i), (ii) and (iii), below;


 




    	2



     


    

 


	(b)	Individuals
    who, as of ___________,20 [same date as this Agreement] are members of the Board (the “Incumbent Board”), cease
    for any reason to constitute at least a majority of the members of the Board; provided, however, that if the election, or
    nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least
    two- thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent
    Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual
    initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule
    14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf
    of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or
    settle any Election Contest or Proxy Contest;
	 	 
	(c)	Consummation,
    following shareholder approval, of a reorganization, merger, or consolidation of the Company and/or its subsidiaries, or a
    sale or other disposition (whether by sale, taxable or non-taxable exchange, formation of a joint venture or otherwise) of
    fifty percent (50%) or more of the assets of the Company and/or its subsidiaries (each a “Business Combination”),
    unless, in each case, immediately following such Business Combination, (i) all or substantially all of the individuals and
    entities who were beneficial owners of shares of the common stock of the Company immediately prior to such Business Combination
    beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding
    shares of the entity resulting from the Business Combination or any direct or indirect parent corporation thereof (including,
    without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s
    assets either directly or through one (1) or more subsidiaries)(the “Successor Entity”); (ii) no Person (excluding
    any Successor entity or any employee benefit plan or related trust, of the Company or such Successor Entity) owns, directly
    or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding shares of common stock of
    the Successor Entity, except to the extent that such ownership existed prior to such Business Combination; and (iii) at least
    a majority of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or
    indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement
    or action of the Board providing for such Business Combination; or
	 	 
	(d)	Approval
    by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business
    Combination that complies with subsections (c) (i), (ii), and (iii) above.
	 	 
	(e)	A
    Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial
    Ownership of more than the permitted amount of the then outstanding Common Stock as a result of the acquisition of Common
    Stock by the Company which, by reducing the number of shares of Common Stock then outstanding, increases the proportional
    number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the
    operation of this sentence) as a result of the acquisition of Common Stock by the Company, and after such stock acquisition
    by the Company, the Subject Person becomes the Beneficial Owner of any additional Common Stock which increases the percentage
    of the then outstanding Common Stock Beneficially Owned by the Subject Person, then a Change in Control shall occur.
	 	 
	(f)	A
    Change in Control shall not be deemed to occur unless and until all regulatory approvals required in order to effectuate a
    Change in Control of the Company have been obtained and the transaction constituting the Change in Control has been consummated.


 


5.
Restrictions on Transfer. This Option
may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, this Option shall be exercisable during the Participant’s lifetime only by the Participant
or the Participant’s legal representative.


 




    	3



     


    

 


6.
Recapitalization. In the event there is
any change in the Company’s Shares through the declaration of stock dividends or through recapitalization resulting in stock
splits or through merger, consolidation, exchange of Shares, or otherwise, the number and class of Shares subject to this Option,
as well as the Option Price, may be equitably adjusted by the Committee, in its sole discretion, to prevent dilution or enlargement
of rights.


 


7.
Procedure for Exercise of Option. This
Option may be exercised by delivery of written notice to the Company at its executive offices, addressed to the attention of its
Secretary. Such notice: (a) shall be signed by the Participant or his or her legal representative; (b) shall specify the number
of full Shares then elected to be purchased with respect to the Option; (c) unless a Registration Statement under the Securities
Act of 1933, as amended, is in effect with respect to the Shares to be purchased, shall contain a representation of the Participant
that the Shares are being acquired by him or her for investment and with no present intention of selling or transferring them,
and that he or she will not sell or otherwise transfer the Shares except in compliance with all applicable securities laws and
requirements of any stock exchange upon which the Shares may then be listed; and (d) shall be accompanied by payment in full of
the Option Price of the Shares to be purchased, and the Participant’s copy of this Agreement.


 


The
Option Price upon exercise of this Option shall be payable to the Company in full either: (a) in cash or its equivalent (acceptable
cash equivalents shall be determined at the sole discretion of the Committee); or (b) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise equal to the total Option Price (provided that the Shares which
are tendered must have been held by the Participant for at least six (6) months prior to their tender to satisfy the Option Price);
(c) by cancelling a portion of an option as provided in the Plan; or (d), by a combination of (a), (b) or (c).


 


The
Participant may also be permitted to exercise pursuant to a “cashless exercise” procedure as permitted under the Federal
Reserve Board’s Regulation T, subject to securities law restrictions.


 


As
promptly as practicable after receipt of notice and payment upon exercise, the Company shall cause the Company’s transfer
agent to make the necessary book entries for the Shares subject to the exercised Option. The Participant’s book entry account
upon exercise of the Option may be restricted from transfer or sale by the Company and evidenced by stop-transfer instructions
upon the Participant’s book entry account or restrictive legends in the form as the Company or its counsel may require with
respect to any applicable restrictions on sale or transfer. The book-entry shares shall be issued in the Participant’s name
(or, at the discretion of the Participant, jointly in the names of the Participant and the Participant’s spouse). The Company
shall maintain a record of all information pertaining to the Participant’s rights under this Agreement, including the number
of Shares for which their Option is exercisable. If the Option shall have been exercised in full, this Agreement shall be returned
to the Company and canceled.


 


8.
Beneficiary Designation. The Participant
may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit
under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be
effective only when filed by the Participant in writing with the Secretary of the Company during the Participant’s lifetime.
In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s
estate.


 


9.
Rights as a Shareholder. The Participant
shall have no rights as a shareholder of the Company with respect to the Shares subject to this Option Agreement including, without
limitation, any right to dividends, until such time as the purchase price has been paid, and the Shares have been issued and delivered
to him or her.


 


10.
Continuation of Employment. This Option
Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Option
Agreement interfere in any way with the Company’s right to terminate the Participant’s employment at any time. A transfer
of the Participant’s employment between the Company and any one of its Subsidiaries (or between Subsidiaries) shall not
be deemed a termination of employment.


 




    	4



     


    

 





11.
Limitation. Participant shall not exercise
any shares which are intended to be ISOs hereunder if and to the extent that the Participant would thereby be entitled to purchase
Shares in any one calendar year, the value of which, determined at the time of the Date of Grant, would exceed $100,000.


 


12.
Miscellaneous.


 


	(a)	This
    Option Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the
    same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration
    of the Plan. The Committee shall have the right to impose such restrictions on any Shares acquired pursuant to the exercise
    of this Option, as it may deem advisable, including, without limitation, restrictions under applicable Federal securities
    laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under
    any blue sky or state securities laws applicable to such Shares. It is expressly understood that the Committee is authorized
    to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Option
    Agreement, all of which shall be binding upon the Participant.
	 	 
	(b)	With
    the approval of the Board, the Committee may terminate, amend, or modify the Plan; provided, however, that no such termination,
    amendment, or modification of the Plan may in any material way adversely affect the Participant’s rights under this
    Agreement, without the written consent of the Participant.
	 	 
	(c)	The
    Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount
    sufficient to satisfy federal, state, and local taxes (including Participant’s FICA obligation) required by law to be
    withheld with respect to any exercise of the Participant’s rights under this Agreement.
	 	 
	 	The
    Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in
    whole or in part, by having the Company withhold Shares having an aggregate Fair Market Value on the date the tax is to be
    determined, equal to the amount required to be withheld.
	 	 
	(d)	The
    Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities law
    in exercising his or her rights under this Agreement.
	 	 
	(e)	This
    Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
    or national securities exchanges as may be required.
	 	 
	(f)	All
    obligations of the Company under the Plan and this Agreement, with respect to this Option, shall be binding on any successor
    to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation,
    or otherwise, of all or substantially all of the business and/or assets of the Company.


 


	(g)	To
                                         the extent not preempted by federal law, this Agreement shall be governed by, and construed
                                         in accordance with, the laws of the California.



 




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The
following parties have caused this Agreement to be executed as of the Date of Grant.


 


FIRST CHOICE BANCORP


 


	By:	 	 	 
	 	 	 	 
	 	 	 	 
	Date	 	 	     


 




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First
Choice Bancorp


 


2013
Omnibus Incentive Plan


Restricted Stock Award Agreement


 





 



 


Name:


 


Congratulations
on your selection as a Participant of the First Choice Bank 2013 Omnibus Incentive Plan, as adopted by First Choice Bancorp (the
“Plan”). This Agreement and the Plan together govern your rights under the Plan and set forth all of the conditions
and limitations affecting such rights. Terms used in this Agreement that are defined in the Plan shall have the meanings ascribed
to them in the Plan. If there is any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan’s
terms shall supersede and replace the conflicting terms of this Agreement.


 


Overview
of Your Award


 


1.
Number of Restricted Shares Granted:


 


2.
Date of Grant:


 


3.
Date of Lapse of Restrictions


 


	 	Shares	 	Date
	 	 	 	 
	 	20%
    of Restricted Shares Granted	 	First
    Anniversary of Date of Grant 
	 	 	 	 
	 	20%
    of Restricted Shares Granted	 	Second
    Anniversary of Date of Grant 
	 	 	 	 
	 	20%
    of Restricted Shares Granted	 	Third
    Anniversary of Date of Grant
	 	 	 	 
	 	20%
    of Restricted Shares Granted	 	Fourth
    Anniversary of Date of Grant 
	 	 	 	 
	 	20%
    of Restricted Shares Granted	 	Fifth
    Anniversary of Date of Grant


 


The
restrictions for all fractional shares will lapse on the fifth anniversary. For illustration purposes only, if the number of the
shares granted is 102, then the restriction on 20 shares would lapse on each of the first four years, and the restriction on the
remaining 22 shares would lapse on the fifth anniversary.


 


	4.	Employment
    by the Company. This Restricted Stock is awarded on the condition that the Participant remain in the employ of First Choice
    Bancorp or its Subsidiaries (the “Company”) from the Date of Grant through (and including) the Dates of Lapse
    of Restrictions. The Award of this Restricted Stock, however, shall not impose upon the Company any obligations to retain
    the Participant in its employ for any given period or upon any specific terms of employment. The term employment is meant
    broadly in this circumstance to be inclusive of independent members of the Board of Directors.


 




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	5.	Certificate
    Legend. Shares of Restricted Stock granted pursuant to the Plan shall be held by the Company in book entry form and shall
    be designated to have the following legend:


 


“The
sale or other transfer of the shares of stock represented by this certificate, whether voluntary, involuntary, or by operation
of law, is subject to certain restrictions on transfer set forth in the First Choice Bank 2013 Omnibus Incentive Plan and in a
Restricted Stock Award Agreement. A copy of the Plan and such Restricted Stock Agreement may be obtained from the Secretary of
First Choice Bancorp”


 


	6.	Removal
    of Restrictions. Except as otherwise provided in the Plan, each of the Shares of Restricted Stock granted under this Agreement
    shall become freely transferable by the Participant on each of the “Dates of Lapse of Restrictions” set forth
    on Paragraph 3 herein.
	 	 
	 	Once
    the shares are released from the restrictions, the Participant the Company shall cause the Company’s transfer agent
    to make the necessary book entries for the Shares without the restrictive legend required by Paragraph 5 of this Agreement.
	 	 
	 	Notwithstanding
    the terms of this Agreement, no stock shall be issued by the Corporation while its stock transfer books are closed. The Participant’s
    book entry account upon lapse of the restrictions may be restricted from transfer or sale by the Company and evidenced by
    stop- transfer instructions upon the Participant’s book entry account or restrictive legends in the form as the Company
    or its counsel may require with respect to any applicable restrictions on sale or transfer.
	 	 
	7.	Voting
    Rights and Dividends. During the Period of Restriction, the Participant may exercise full voting rights and is entitled
    to receive all dividends and other distributions paid with respect to the Shares of Restricted Stock while they are held.
    If any such dividends or distributions are paid in shares of Common Stock of the Company, the Shares shall be subject to the
    same restrictions on transferability as the Shares of Restricted Stock with respect to which they were paid.
	 	 
	8.	Termination
    of Employment By Reasons of Death, Disability, Retirement, and Vesting in Connection with a Change in Control. Except
    as otherwise approved by the Compensation Committee, in the event the Participant’s employment is terminated by reason
    of Retirement, all shares of Restricted Stock that are vested then outstanding shall be issued, and as soon as is administratively
    practicable, the stock certificates representing the Shares of Restricted Stock without any restrictions or legend thereon,
    shall be delivered to the Participant. In the event the Participant’s employment is terminated by reason of Death, Disability,
    or in the event of a Change in Control prior to the Dates of Lapse of Restrictions, all Shares of Restricted Stock then outstanding
    shall immediately vest one hundred percent (100%), and as soon as is administratively practicable, the stock certificates
    representing the Shares of Restricted Stock without any restrictions or legend thereon, shall be delivered to the Participant’s
    beneficiary or estate.


 


“Change
in Control” of the Company shall be deemed to have occurred (as of a particular day, as specified by the Board) upon the
occurrence of any of the following events:


 


	(a)	The
    acquisition in a transaction or series of transactions by any Person of Beneficial Ownership of thirty percent (30%) or more
    of the combined voting power of the then outstanding shares of common stock of the Company; provided, however, that for purposes
    of this Agreement, the following acquisitions will not constitute a Change in Control: (A) any acquisition by the Company;
    (B) any acquisition of common stock of the Company by an underwriter holding securities of the Company in connection with
    a public offering thereof; and (C) any acquisition by any Person pursuant to a transaction which complies with subsections
    (c) (i), (ii) and (iii), below;


 




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	(b)	Individuals who, as of the Date of Grant are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board; provided, however, that if the election, or nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest;
	 	 
	(c)	Consummation, following shareholder approval, of a reorganization, merger, or consolidation of the Company and/or its subsidiaries, or a sale or other disposition (whether by sale, taxable or non-taxable exchange, formation of a joint venture or otherwise) of fifty percent (50%) or more of the assets of the Company and/or its subsidiaries (each a “Business Combination”), unless, in each case, immediately following such Business Combination, (i) all or substantially all of the individuals and entities who were beneficial owners of shares of the common stock of the Company immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the combined voting power of the then outstanding shares of the entity resulting from the Business Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one (1) or more subsidiaries)(the “Successor Entity”); (ii) no Person (excluding any Successor entity or any employee benefit plan or related trust, of the Company or such Successor Entity) owns, directly or indirectly, thirty percent (30%) or more of the combined voting power of the then outstanding shares of common stock of the Successor Entity, except to the extent that such ownership existed prior to such Business Combination; and (iii) at least a majority of the members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action of the Board providing for such Business Combination; or
	 	 
	(d)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company, except pursuant to a Business Combination that complies with subsections (c) (i), (ii), and (iii) above.
	 	 
	(e)	A Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Common Stock as a result of the acquisition of Common Stock by the Company which, by reducing the number of shares of Common Stock then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Common Stock by the Company, and after such stock acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Common Stock which increases the percentage of the then outstanding Common Stock Beneficially Owned by the Subject Person, then a Change in Control shall occur.
	 	 
	(f)	A Change in Control shall not be deemed to occur unless and until all regulatory approvals required in order to effectuate a Change in Control of the Company have been obtained and the transaction constituting the Change in Control has been consummated.




 





	9.	Beneficiary Designation. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is to be paid in case of his or her death prior to the Dates of Lapse of Restrictions. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.
	 	 
	10.	Termination of Employment for Other Reasons. In the event the Participant’s employment is terminated for reasons other than those described in Section 8 herein prior to the Dates of the Lapse of Restrictions, all outstanding Shares of unvested Restricted Stock granted hereunder shall immediately be forfeited by the Participant.










 






    	3



     


    

 








	11.	Transferability.
    This Restricted Stock is not transferable by the Participant, whether voluntarily or involuntarily, by operation of laws or
    otherwise, during the Restriction Period, except as provided in the Plan. If any assessment, pledge, transfer, or other disposition,
    voluntary or involuntary, of this Restricted Stock shall be made, or if any attachment, execution, garnishment, or client
    shall be issued against or placed upon the Restricted Stock, then the Participant’s right to the Restricted Stock shall
    immediately cease and terminate and the Participant shall promptly forfeit to the Company all Restricted Stock awarded under
    this Agreement.
	 	 
	12.	Tax
    Treatment. The following is a brief summary of the principal federal income tax consequences related to grants of restricted
    stock. This summary is based on the Company’s understanding of present federal income tax law and regulations. The summary
    does not purport to be complete or applicable to every specific situation.
	 	 
	 	The
    value of restricted stock granted to the Participant will be taxable to the Participant in the year in which it is no longer
    subject to substantial risk of forfeiture (i.e., when the restrictions lapse). When the restrictions lapse, there is an ordinary
    income tax event to the Participant equal to the number of shares multiplied by the market price of the shares at the time
    the restrictions lapse. The Participant must satisfy federal and state withholding requirements and may do so by having the
    Company sell sufficient shares to meet the withholding requirements.
	 	 
	 	The
    Participant has the option to make a Code Section 83(b) election on a grant of restricted stock. Code Section 83(b) allows
    the Participant to choose to be taxed immediately on the amounts received in connection with a substantially “nonvested”
    right (i.e., compensation that has not been constructively received). This is accomplished by the Participant filing an election
    with the IRS stating that he or she will pay ordinary income on the value as measured at the time of grant. Any future appreciation
    in the stock property will be treated as capital gain when sold. This election must be made within 30 days after the stock
    is received.
	 	 
	 	If
    the Participant elects Section 83(b) treatment and later forfeits the subject stock, he or she will not be entitled to any
    refund for the taxes paid; however, he or she will be entitled to treat the forfeiture as a sale of the stock at a loss (i.e.,
    capital loss) (limited to the amount paid for shares— typically zero).


 


	13.	Withholding.
	 	 
	 	Tax
    Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant to remit
    to the Company, an amount sufficient to satisfy federal, state and local taxes (including Participant’s FICA obligation),
    domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of
    this Plan.
	 	 
	 	Share
    Withholding. With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising
    as a result of the Awards granted hereunder, the Participants may elect, subject to the approval of the Board, to satisfy
    the withholding requirement, in whole or in part, by having the Company withhold shares having a Fair Market Value on the
    date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such
    elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations
    that the Committee, in its sole discretion, deems appropriate.
	 	 
	14.	Requirements
    of Law. The issuance of Shares under the Plan shall be subject to all applicable laws, rules, and regulations, and to
    such approvals by any governmental agencies or national securities exchanges as may be required.
	 	 
	15.	Inability
    to Obtain Authorization. The inability of the Company to obtain authority from any regulatory body having jurisdiction,
    which authority is deemed by the Company’s counsel to be necessary to the lawful issuance of any Shares hereunder, shall
    relieve the Company of any liability in respect of the failure to issue such Shares as to which such requisite authority shall
    not have been obtained.


 




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	16.	Severability.
    In the event any provision of this Agreement shall be held to be illegal or invalid for any reason, the illegality or invalidity
    shall not affect the remaining parts of this Agreement, and the Agreement shall be construed and enforced as if the illegal
    or invalid provision had not been included.
	 	 
	17.	Continuation
    of Employment. This Agreement shall not confer upon the Participant any right to continuation of employment by the Company,
    nor shall this Agreement interfere in any way with the Company’s right to terminate the Participant’s employment
    at any time.
	 	 
	18.	Applicable
    Laws and Consent to Jurisdiction. The validity, construction, interpretation and enforceability of this Agreement shall
    be determined and governed by the laws of the State of California without giving effect to the principles of conflicts of
    law. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction
    in California and agree that such litigation shall be conducted in the courts of Los Angeles County.
	 	 
	19.	Miscellaneous.
    The Plan may be amended at any time, and from time to time, by a written instrument approved by the Board of Directors of
    First Choice Bancorp. No termination, amendment or modification of the Plan shall adversely affect in any material way any
    Award previously granted under the Plan, without the written consent of the Participant holding such Award.
	 	 
	 	The
    Plan and this Agreement are binding upon Participant, as well as his/her heirs, executors, personal representatives, trustees,
    attorneys, agents, administrators, and successors.


 


Please
refer any questions you may have regarding your restricted stock to the Chief Financial Officer. Once again, congratulations on
receipt of your restricted stock.


 


	Sincerely,	 
	 	 
	Robert
    M. Franko 	 
	President
    & CEO	 


 


Please acknowledge your
agreement to participate in the Plan and this Agreement, and to abide by all of the governing terms and provisions, by signing
the following representation:


 


Agreement
to Participate


 


By
signing a copy of this Agreement and returning it to the Chief Financial Officer of First Choice Bancorp, I acknowledge that I
have read the Plan, and that I fully understand all of my rights under the Plan, as well as all of the terms and conditions which
may limit my eligibility to exercise this Award. Without limiting the generality of the preceding sentence, I understand that
my right to exercise this Award is conditioned upon my continued employment with First Choice Bancorp or its Subsidiaries.


 


	 	 	 	 
	Signature:	 	Date:
    	 
	 	 	 	 
	 	 	 	 
	Printed
    Name: