EXHIBIT 10.7




 


INDEMNITY
AGREEMENT


 


This
Indemnity Agreement (“Agreement”), effective as of [Date], is made by and between First Choice Bancorp, a California
corporation (“Company”), and, [Name] (“Indemnitee”). The Company and the Indemnitee are collectively
referred to herein as the “Parties” and individually as a “Party”).


 


RECITALS


 


A.
The Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations
unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs
and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable
relationship to the compensation of such directors and officers; 



 


B.
The statutes and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or
conflicting, and therefore fail to provide such directors and officers with adequate, reliable knowledge of legal risks to which
they are exposed or information regarding the proper course of action to take; 



 


C.
Plaintiffs often seek damages in such large amounts and the costs of litigation may be so substantial (whether or not the case
is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources of officers and
directors; 



 


D.
The Board of Directors of the Company (“Board”) has concluded that, to retain and attract talented and experienced
individuals to serve as officers and directors of the Company and its subsidiaries and to encourage such individuals to take the
business risks necessary for the success of the Company and its subsidiaries, it is necessary for the Company to contractually
indemnify its officers and directors and the officers and directors of its subsidiaries, to the fullest extent permitted by California
law in connection with claims against such officers and directors in connection with their service to the Company and its subsidiaries,
and has further concluded that the failure to provide such contractual indemnification could result in great harm to the Company
and its subsidiaries and the Company’s stockholders; 



 


E.
Section 317 of the California Corporations Code (“Corporations Code”), empowers the Company to indemnify by agreement
its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees
or agents of other corporations or enterprises, for actions taken in good faith; 



 


F.
The Company believes that the interest of the Company’s stockholders would best be served by the indemnification by the
Company of the directors and officers of the Company and its subsidiaries as provided for herein;



 


G.
The Company desires and has requested the Indemnitee to serve or continue to serve as a director or officer of the Company and/or
the subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the
Company and/or a subsidiary of the Company; and 



 


H.
The Indemnitee is willing to serve, or to continue to serve, the Company and/or the subsidiaries of the Company, provided that
he or she is furnished the indemnity provided for herein. 



 




    	 



     


    

 


AGREEMENT


 


NOW,
THEREFORE, the Parties, intending to be legally bound, hereby agree as follows:


 


1.
Definitions.


 


	 	a.	“Agent”
    means any person who is or was a director, officer, employee or other agent of the Company or “Subsidiary” (as
    defined below); or is or was serving at the request of, for the convenience of or to represent the interest of the Company
    or a subsidiary of the Company as a director, officer, employee or agent of another foreign or domestic corporation, partnership,
    joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation
    which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director, officer, employee or
    agent of another enterprise at the request of, for the convenience of or to represent the interests of such predecessor corporation.


 


	 	b.	“Expenses”
    means all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’
    fees and related disbursements, and other out-of-pocket costs) actually and reasonably incurred by the Indemnitee in connection
    with either the investigation, defense or appeal of a Proceeding (as defined below) or establishing or enforcing a right to
    indemnification under this Agreement and the Corporation Code. 


 


	 	c.	“Proceeding”
    means any threatened, pending, or completed action, suit, claim, arbitration matter or other proceeding, whether civil, criminal,
    administrative, investigative or any other type whatsoever. 


 


	 	d.	“Subsidiary”
    means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company,
    by the Company and one or more other subsidiaries, or by one or more other subsidiaries. 


 


	 	2.	Agreement
    to Serve. The Indemnitee agrees to serve and/or continue to serve as an Agent, at the Company’s or the Subsidiary’s
    will, as the case may be (or under separate agreement, if such agreement exists), in the capacity the Indemnitee currently
    serves as an Agent, so long the Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions
    of the Bylaws of the Company or any Subsidiary or until such time as the Indemnitee tenders a resignation in writing or the
    indemnitee is removed from such position; provided, however, nothing contained in this Agreement is intended to create
    any right to continued employment by the Indemnitee. 


 




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	 	3.	Maintenance
    of Liability Insurance.


 


	 	a.
    	The
    Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an Agent and thereafter so
    long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that the Indemnitee was an Agent,
    the Company, subject to Section 3(b) hereof, shall use reasonable efforts to obtain and maintain in full force and effect
    directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable amounts from established
    and reputable insurers.


 


	 	b.	Notwithstanding
    the foregoing, the Company shall have no obligation to obtain or maintain D&O Insurance if the Company determines in good
    faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount
    of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee is
    covered by similar insurance maintained by a Subsidiary.


 


	 	4.	Mandatory
    Indemnification. Indemnification by the Company under this and the subsequent Sections shall be in accordance with, and shall
    not exceed what is permitted by the Corporations Code.


 


	 	a.	Third
    Party Actions. If the Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action
    by or in the right of the Company) by reason of the fact that he or she is or was an Agent, or by reason of anything done
    or not done by the Indemnitee in such capacity, then the Company shall, indemnify the Indemnitee from against any and all
    Expenses if the Indemnitee acted in good faith, pursuant to the Corporations Code, and in a manner the Indemnitee reasonably
    believed to be in the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause
    to believe the Indemnitee’s conduct was unlawful; 


 


	 	b.	Derivative
    Actions. If the Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the
    Company, to procure a judgment in its favor because the Indemnitee is or was an Agent, or by reason of anything done or not
    done by the Indemnitee in such capacity, the Company shall indemnify the Indemnitee from against any and all Expenses if he
    or she acted in good faith and in a manner the Indemnitee reasonably believed to be in the best interests of the Company;
    except that no indemnification under this subsection shall be made after the time for an appeal has expired, for any judgment,
    by a court of competent jurisdiction, as to which the Indemnitee shall have been finally adjudged to be liable to the Company
    due to willful misconduct of a culpable nature in the performance of the Indemnitee’s duty to the Company, unless and
    only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the
    adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled
    to indemnity for such amounts which the court shall deem proper; 


 




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	 	c.	Actions
    Where Indemnitee is Deceased. If the Indemnitee’s estate is a party or is threatened to be made a party to any proceeding
    by reason of the fact that he or she is or was an Agent, or by reason of anything done or not done by the Indemnitee in any
    such capacity, the Company shall indemnify the Indemnitee’s estate from against any and all Expenses if the Indemnitee
    acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the
    Company, and prior to, except that in a Proceeding by or in the right of the Company, no indemnification shall be due in respect
    of any Proceeding after the time for an appeal has expired, for any judgment, by a court of competent jurisdiction, as to
    which the Indemnitee shall have been finally adjudged to be liable to the Company due to willful misconduct of a culpable
    nature in the performance of the Indemnitee’s duty to the Company,, unless and only to the extent that the court in
    which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view
    of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which
    the court shall deem proper; and


 


	 	d.	Exception
    for Amounts Covered by Insurance. Notwithstanding the foregoing, the Company shall not be obligated to indemnify the Indemnitee
    for Expenses that have been paid directly to Indemnitee under the Company’s D&O Insurance. 


 


	 	5.	Partial
    Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
    some or a portion of any Expenses incurred by the Indemnitee in the investigation, defense, settlement or appeal of a Proceeding
    but not entitled, however, to indemnification for the total amount of the Expenses, the Company shall only indemnify the Indemnitee
    for such portion to which the Indemnitee is entitled. 


 


	 	6.	Advancement
    of Expenses. Subject to Section 10 below, the Company shall advance Expenses incurred by the Indemnitee in connection with
    the Proceeding to which the Indemnitee is a party or is threatened to be made a party by reason of the fact that the Indemnitee
    is or was an Agent or by reason of anything done or not done by him or her in any such capacity. Indemnitee hereby agrees
    to repay such Expenses advanced to the extent that it shall ultimately be determined that the Indemnitee is not entitled to
    be indemnified by the Company hereunder. The Expenses to be advanced hereunder shall be paid by the Company to the Indemnitee
    within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company. 


 


	 	7.	Notice
    and Other Indemnification Procedures.


 


	 	a.	Promptly
    and within ten (10) days after receipt by the Indemnitee of notice of the commencement of or the threat of commencement of
    any Proceeding, the Indemnitee shall, if the Indemnitee believes that indemnification with respect thereto may be sought from
    the Company under this Agreement, notify the Company in writing of the commencement or threat of commencement of any Proceeding.


 


	 	b.	If,
    at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 7(a) hereof, the Company has
    any D&O Insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the insurer(s)
    that issued the D&O Insurance in accordance with the procedures set forth in the respective policies. The Company shall
    thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
    payable as a result of such Proceeding in accordance with the terms of such policies.


 




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	 	c.	In
    the event the Company becomes obligated to advance Expenses to the Indemnitee, the Company, if appropriate, shall be entitled
    to assume the defense of such Proceeding, with the Company’s choice of counsel subject to the reasonable approval by
    the Indemnitee, upon the delivery to the Indemnitee of written notice of its election so to do. After such approval by the
    Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement
    for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding, provided that (i) the
    Indemnitee shall have the right to employ his or her counsel in any such Proceeding at the Indemnitee’s expense; and
    (ii) if (A) the employment of counsel by the Indemnitee has been previously authorized by the Company, (B) the Indemnitee
    or Company shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee
    in the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of
    such Proceeding, the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. 


 


	 	8.	Determination
    of Right to Indemnification. 


 


	 	a.	To
    the extent the Indemnitee has been successful on the merits or otherwise in defense of any Proceeding referred to in Section
    4(a), 4(b) or 4(c) of this Agreement, the Company shall indemnify the Indemnitee against Indemnitee’s Expenses. 


 


	 	b.	In
    the event that Section 8(a) is inapplicable, the Company shall only indemnify the Indemnitee if the Indemnitee proves to a
    forum listed in Section 8(c) below that the Indemnitee has met the applicable standard of conduct required to entitle the
    Indemnitee to such indemnification. 








 





	 	c.	The
    Indemnitee shall be entitled to select the forum in which the validity of the Company’s claim under Section 8(b) shall
    be heard, from among the following:


 


	 	 	 	i.	A
    majority vote of a quorum consisting of the current directors who are not parties to such Proceeding;


 


	 	 	 	ii.
    	if
    such quorum of the then current directors is not obtainable, by independent legal counsel selected by the Board and reasonably
    approved by the Indemnitee, which counsel shall make such determination in a written opinion;


 


	 	 	 	iii.	approval
    of the then current shareholders of the Company (as defined in § 153 of the California General Corporation Law (or any
    similar successor statute)), with the shares owned by Indemnitee not being entitled to vote thereon; or


 






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	 	 	 	iv.	the
    court in which the Proceeding is or was pending upon application made by the Company or Indemnitee or the attorney or other
    person rendering services in connection with the defense thereof, whether or not the application by Indemnitee, attorney or
    other person is opposed by the Company. 








 


	 	d.	As
    soon as practicable, and in no event later than sixty 60 days after written notice of the Indemnitee’s choice of forum
    pursuant to Section 8(c) above, the Company shall, at its own expense, submit to the selected forum its claim that the Indemnitee
    is not entitled to indemnification; and the Company shall act in good faith to assure the Indemnitee a complete opportunity
    to defend against such claim. 


 


	 	e.	Notwithstanding
    a determination by any forum listed in Section 8(c) hereof that the Indemnitee is not entitled to indemnification with respect
    to a specific proceeding, the Indemnitee shall have the right to apply to the court in which the Proceeding is or was pending
    or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification
    pursuant to the Agreement. 


 


	 	f.	The
    Company shall indemnify the Indemnitee against Expenses incurred by the Indemnitee in connection with any hearing or proceeding
    under this Section 8 involving the Indemnitee and against Expenses incurred by the Indemnitee in connection with any other
    proceeding between the Company and the Indemnitee involving the interpretation or enforcement of the rights of the Indemnitee
    under this Agreement unless a court of competent jurisdiction finds that each of the material claims and/or defenses of the
    Indemnitee in any such proceeding was frivolous or not made in good faith. 


 


	 	9.	Limitation
    of Actions and Release of Claims. No proceeding shall be brought and no cause of action shall be asserted by or on behalf
    of the Company or any Subsidiary against the Indemnitee, his or her spouse, heirs, estate, executors or administrators after
    the expiration of one (1) year from the alleged act or omission of the Indemnitee upon which such proceeding is based; however,
    in a case where the Indemnitee conceals the facts underlying such cause of action, no proceeding shall be brought and no cause
    of action shall be asserted after the expiration of one (1) year from the earlier of (i) the date the Company or any Subsidiary
    discovers such facts, or (ii) the date the Company or any Subsidiary could have discovered such facts by the exercise of reasonable
    diligence. Any claim or cause of action of the Company or any Subsidiary, including claims predicated upon the negligent act
    or omission of the Indemnitee, shall be extinguished and deemed released unless asserted by filing of a legal action within
    such period. This Section 9 shall not apply to any cause of action which has accrued on the date hereof and of which the Indemnitee
    is aware on the date hereof, but as to which the Company has no actual knowledge apart from the Indemnitee’s knowledge.
    


 




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	 	10.	Exceptions.
    Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this
    Agreement to indemnify or advance Expenses to the Indemnitee: 


 


	 	a.	Claims
    Initiated by Indemnitee. With respect to Proceedings initiated by the Indemnitee and not by way of defense, except with respect
    to Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law
    or otherwise as required under the Corporation Code, but such indemnification or advancement of expenses may be provided by
    the Company in specific cases if the Board of Directors finds it to be appropriate; 


 


	 	b.	Lack
    of Good Faith. That are incurred with respect to any Proceeding instituted by the Indemnitee to enforce or interpret this
    Agreement, if a court of competent jurisdiction determines that any of the material assertions made by the Indemnitee in such
    proceeding was not made in good faith or was frivolous; 


 


	 	c.	Unauthorized
    Settlements. Under this Agreement for any amounts paid in settlement of a Proceeding unless the Company consents in writing
    to such settlement; 


 


	 	d.	Claims
    by the Company for Willful Misconduct. That are incurred by the Indemnitee with respect to any Proceeding brought by the Company
    against the Indemnitee for knowingly fraudulent, deliberately dishonest, criminal or willful misconduct, unless a court of
    competent jurisdiction determines that each of such claims was not made in good faith or was frivolous; 








 





	 	e.	Section
    16(b). For expenses and the payment of profits arising from the purchase and sale by Indemnitee of securities in violation
    of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute or applicable state
    statute; 


 


	 	f.	Regulatory
    Actions. For Proceedings commenced by a bank regulatory agency against the Indemnitee for which the indemnification payments
    are prohibited by California, or federal law or regulation;


 


	 	g.	Improper
    Personal Benefit. For any Proceeding arising from a transaction in which the Indemnitee derived an improper personal benefit;


 


	 	h.	Reckless
    Behavior. For acts or omissions that show a reckless disregard for the Indemnitee’s duty to the Company or its shareholders,
    or for which the Indemnitee was aware or should have been aware, of a risk of serious injury to the Company or its shareholders;


 


	 	i.	Unlawful
    Transactions or Distributions. For acts or omissions that violate Sections 204, 310 or 316 of the Corporations Code;


 


	 	j.	Unlawful
    Indemnification. If a final decision by a court having jurisdiction in the matter shall determine that such indemnification
    is not lawful; or 


 






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	 	k.	Forfeiture
    of Certain Bonuses and Profits. For the payment of amounts required to be reimbursed to the Company pursuant to Section 304
    of the Sarbanes-Oxley Act of 2002, as amended, or any similar statute; or


 


	 	l.	Claims
under Section 317(h). Claims under Corporation Code Section 317(h). 








 





	 	11.	Nonexclusivity.
    The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of
    any other rights which the Indemnitee may have under any provision of law, the Company’s Articles of Incorporation or
    Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to
    actions in his or her official capacity and to actions in another capacity while occupying his or her position as an Agent,
    and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an Agent and shall inure
    to the benefit of the heirs, executors and administrators of the Indemnitee. 


 


	 	12.	Interpretation
    of Agreement. The Parties intend this Agreement to be interpreted and enforced so as to provide indemnification to the Indemnitee
    to the fullest extent now or hereafter permitted by California law. 


 


	 	13.	Severability.
    If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
    (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation,
    all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
    that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii)
    to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs
    of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
    illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid,
    illegal or unenforceable and to give effect to Section 12 hereof. 


 


	 	14.	Modification
    and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both
    Parties, even upon the receipt of additional consideration. No waiver of any of the provisions of this Agreement shall be
    deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute
    a continuing waiver. 


 


	 	15.	Successors
    and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors, heirs, executors,
    and administrators and assigns of the Parties. 


 


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



 



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	 	17.	Governing
    Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of California, as applied
    to contracts between California residents entered into and to be performed entirely within California, without regard to California’s
    conflicts of laws principles. 


 


	 	18.	Consent
    to Jurisdiction. The Company and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
    of California for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.


 


	 	19.	Integration.
    This Agreement constitutes the entire Agreement between the Company and the Indemnitee with respect to the subject matter
    hereof, and supersedes all discussions, agreements and understandings, both written and oral, among the Parties with respect
    thereto.


 


	 	20.	Counterparts.
    This Agreement may be executed in several counterparts, each of which shall be deemed an original. This Agreement is binding
    when one or more counterparts, individually or taken together, is signed by each of the Parties.


 


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


 


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


 


	 	23.	Captions
    and Headings. The captions and headings used in this Agreement are for reference purposes only and shall not be taken into
    account in construing or interpreting this Agreement.


 


The
Parties have entered into this Agreement effective as of the date first above written.


 


[Signature
Pages Follow]


 




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


 








	FIRST
    CHOICE BANCORP	 
	 	                      	 
	By: 		 
	 	 	 
	 	 	 
	Its:		 
	 	 	 
	 	 	 
	 	 	 
	INDEMNITEE:	 
	 	 	 
	 	 	 
	 	 	 
	Name:		 




 




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