EX-10.5



 Exhibit 10.5 

1ST ENTERPRISE BANK 

2006 STOCK INCENTIVE PLAN 

as Amended and Restated 

March 18, 2009 
 Section 1. Purpose

 The purpose of 1st Enterprise Bank 2006 Stock Incentive Plan, as amended (the
“Plan”) is to (i) encourage selected employees and directors of 1st Enterprise Bank (the “Bank”) and its subsidiaries to acquire a proprietary and vested interest in
the growth and performance of the Bank; (ii) generate an increased incentive to contribute to the Bank’s future success and prosperity, thus enhancing the value of the Bank for the benefit of shareholders; and (iii) enhance the
ability of the Bank and its subsidiaries to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability of the Bank depend. 

Section 2. Definitions 
 For purposes
of the Plan, the following terms have the following meanings: 
 (a) “Award” means any Option or Restricted Stock Award. 

(b) “Award Agreement” means, with respect to each Award, the signed written agreement between the Bank and the Participant setting
forth the terms and conditions of the Award. 
 (c) “Board” means the Board of Directors of the Bank. 

(d) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. 

(e) “Consultants” means professionals and other individuals with banking or management experience who provide services to the Bank
or its subsidiaries. 
 (f) “Fair Market Value” means the fair market value of the Common Stock as determined by the Board (or
committee thereof) in good faith in accordance with any reasonable valuation method, consistent with all applicable requirements under the Code or other applicable laws, and regulations promulgated thereunder. 

(g) “Founders” means the initial Founders of the Bank who are neither officers or directors of the Bank and who advanced pre-opening expenses in connection with the Bank’s organization. 







 (h) “Holder” means the holder of a Restricted Stock Award granted under Section 7.

 (i) “Incentive Option” means any Option intended to be and designated as an “incentive stock option” within the
meaning of Section 422 of the Code. 
 (j) “Issue Date” shall mean the date established by the Board (or committee thereof)
on which Certificates representing shares of Restricted Stock shall be issued by the Bank pursuant to the terms of Section 7(b). 
 (k)
“Non-Qualified Option” means any Option that is not an Incentive Option. 
 (l)
“Option” means an option granted under Section 6. 
 (m) “Optionee” means the holder of an Option granted under
Section 6. 
 (n) “Participant” means an employee, director, Founder or Consultant who is selected by the Board (or committee
thereof) to receive an Award under the Plan. 
 (o) “Restricted Stock” or “Restricted Stock Award” means an Award of
Stock subject to restrictions, as more fully described in Section 7. 
 (p) “Restriction Period” means the period determined
by the Board (or committee thereof) under Section 7(b). 
 (q) “Stock” means the Common Stock, no par value, of the Bank, and
any successor security. 
 (r) “Terminating Event” means: (i) a reorganization, merger, or consolidation of the Bank with one
or more corporations as a result of which the Bank will not be the surviving corporation, (ii) a sale of substantially all the assets and property of the Bank to another person, corporation or entity, or (iii) a “change in
control”, i.e., any other single transaction involving the Bank (such as a tender offer) where there is a change in ownership of at least fifty-one percent (51%) of the Bank’s outstanding shares, unless such change in ownership
results from (i) a transfer of shares to another corporation in exchange for at least eighty percent (80%) control of that corporation (such as in a holding company reorganization), or (ii) the issuance of additional shares of stock
by the Bank in a public stock offering, private placement or similar transaction. Notwithstanding anything else to the contrary set forth herein, a “Terminating Event” shall not include any sale of stock or securities, merger, transfer of
assets, consolidation, reorganization or any other transaction instituted by or at the request of the California Commissioner of Financial Institutions or the Federal Deposit Insurance Corporation to resolve any supervisory concerns respecting the
Bank. 
 (s) “Termination” means, for purposes of the Plan, with respect to a Participant, that (a) if the Participant is a
director of the Bank, he or she has ceased to be, for any reason, a director and (b) if the Participant is an employee, he or she has ceased to be, for any reason, employed by the Bank or a subsidiary. 

  
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 (t) “Termination for Cause” in the case of an employee, shall mean termination for
malfeasance or gross misfeasance in the performance of duties, conviction of illegal activity in connection therewith, any conduct seriously detrimental to the interests of the Bank or a subsidiary corporation, or removal pursuant to the exercise of
regulatory authority by the Department of Financial Institutions (“DFI”), the FDIC or other bank supervisory agency; and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive. In the
case of a director, termination for cause shall include removal pursuant to Sections 302 or 304 of the California Corporations Code or removal pursuant to the exercise of regulatory authority by the DFI, the FDIC or other bank supervisory agency.

 (u) “Vesting Date” means, for an Option or a portion of an Option, the first date on which the Option or such portion may be
exercised by the Optionee and, for shares of Restricted Stock, the date on which the shares cease to be forfeitable and become freely transferable shares in the hands of the Participant. 

Section 3. Administration 
 (a)
General. This Plan shall initially be administered by the Board of Directors of the Bank (the “Board of Directors”). The Board of Directors may, in its sole discretion, from time to time, delegate such power and authority over the
administration of the Plan as the Board of Directors deems appropriate to a committee composed of not fewer than three (3) directors of the Bank. Nothing contained herein shall prevent the Board of Directors from delegating to such committee
full power and authority over the administration of the Plan. 
 Any action of the Board of Directors (or committee) with respect to
administration of the Plan shall be taken pursuant to a majority vote of its members; provided, however, that with respect to action by the Board of Directors (or committee) in granting an option to an individual director, such action must be
authorized by the required number of directors without counting the interested director, who shall abstain as to any vote on his or her option. An interested director may be counted in determining the presence of a quorum at a meeting of the Board
of Directors (or committee) where such action will be taken. 
 (b) Authority. The Board (or committee) shall grant Awards to
eligible participants. In particular and without limitation, the Board (or committee), subject to the terms of the Plan, shall: 
 (i) select
the eligible participants to whom Awards may be granted; 
 (ii) determine whether and to what extent Awards are to be granted under the
Plan; 
 (iii) determine the number of shares to be covered by each Award granted under the Plan; and 

(iv) determine the terms and conditions of any Award granted under the Plan based upon factors determined by the Board (or committee). 

  
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 (c) Board and Committee Determinations Binding. Subject to the express provisions of the
Plan, the Board (or committee) shall have the authority to construe and interpret the Plan, any Award and any Award Agreement; to define the terms used therein; to prescribe, amend, and rescind rules and regulations relating to administration of the
Plan, to determine the duration and purposes of leaves of absence which may be granted to Participants without constituting a termination of their employment for purposes of the Plan; and to make all other determinations necessary or advisable for
administration of the Plan. Any determination made by the Board (or committee) pursuant to the provisions of the Plan with respect to any Award shall be made in its sole discretion at the time of the grant of the Award or, unless in contravention of
any express term of the Plan or Award, at any later time. Determinations of the Board (or committee) on matters referred to in this section shall be final and conclusive, and shall be binding on all persons, including the Bank and Participants. 

Section 4. Stock Subject to Plan 

(a) Shares Available for Awards. The total number of shares of Stock reserved and available for issuance pursuant to Awards under this
Plan shall be 795,175 shares (30% of the amount of the Bank’s initial issuance of common stock, minus 29,825 shares which have been issued pursuant to the exercise of Options under the Plan as of March 18, 2009), subject to adjustment as
provided in Section 4(b). If any Option terminates or expires without being exercised in full, or if any shares of Stock subject to a Restricted Stock Award are forfeited, the shares issuable under such Option or Award shall again be available
for issuance in connection with Awards. Any Award under this Plan shall be governed by the terms of the Plan and any applicable Award Agreement. 

(b) Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split or
other change in corporate structure affecting the Stock without receipt of consideration by the Bank, such substitution or adjustments shall be made in the aggregate number of shares of Stock reserved for issuance under the Plan, in the number and
exercise price of shares subject to outstanding Options, and in the number of shares subject to other outstanding Awards, as may be determined to be appropriate by the Board (or committee), in its sole discretion; provided, however, that no
fractional shares of Stock shall be issued under the Plan on account of any such adjustment. 
 Section 5. Eligibility 

Awards may be granted to all employees, officers (whether or not they are also directors), non-employee
directors, Founders, and Consultants of the Bank and its subsidiaries. However, Founders, Consultants, and non-employee directors who are not also officers or employees of the Bank or a subsidiary corporation
are not eligible to receive Incentive Options under the Plan, but only Non-Qualified Options or Restricted Stock Awards. 

Section 6. Stock Options 
 (a)
Types. Any Option granted under the Plan shall be in such form as the Board (or committee) may from time to time approve. The Board (or committee) shall have the authority to grant to any eligible Participant Incentive Options, Non-Qualified Options or both types of Options. 

  
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 (b) Incentive Options. Incentive Options may be granted only to employees of the Bank or a
Subsidiary. Any portion of an Option that is not designated as, or does not qualify as, an Incentive Option shall constitute a Non-Qualified Option. 

(c) Terms and Conditions. Options granted under the Plan shall be subject to the following terms and conditions: 

(i) Option Term. Each Option and all rights or obligations thereunder shall expire on such date as the Board (or committee) may
determine, but not later than ten (10) years from the date such Option is granted, and shall be subject to earlier termination as provided elsewhere in the Plan. As to any Incentive Option granted to an Optionee who, immediately before the
option is granted, owns beneficially more than ten percent (10%) of the outstanding stock of the Bank (whether acquired upon exercise of Options or otherwise), such option must not be exercisable by its terms after five (5) years from the
date of its grant. 
 (ii) Grant Date. The time an Option is granted, sometimes referred to as the date of grant, shall be the day of
the action of the Board (or committee) described in Section 3(a) hereof, provided that Optionees do not have the ability to further negotiate the terms of their grants, and provided further that the material terms of the grants are communicated
to Optionees within a relatively short period of time following the Board’s action. In addition, if required by applicable accounting rules, the date of grant will not be deemed to occur unless any shareholder approvals required for the grant
of an option under the Plan or applicable amendments thereto have been obtained. In addition, if appropriate resolutions of the Board (or committee) indicate that an Option is to be granted as of and on some future date, the time such Option is
granted shall be such future date. If action by the Board (or committee) is taken by the unanimous written consent of its members, the action of the Board (or committee) shall be deemed to be at the time the last Board member signs the consent,
subject to the same requirements concerning communication with Optionees set forth in the first sentence of this paragraph. 
 (iii)
Exercise Price. The exercise price per share of stock subject to each Option shall be determined by the Board (or committee) but shall not be less than one hundred percent (100%) of the Fair Market Value of such stock at the time such
Option is granted. As to any Incentive Option granted to an Optionee who, immediately before the Option is granted, owns beneficially more than ten percent (10%) of the outstanding stock of the Bank, the purchase price must be at least one
hundred ten percent (110%) of the Fair Market Value of the stock at the time when such Option is granted. 
 (iv)
Exercisability. Each Option shall be exercisable in such installments, which need not be equal, and upon such conditions as the Board (or committee) shall determine; provided, however, that until the Bank has been in operation for three full
years, all option grants shall comply with the FDIC Statement of Policy on Applications for Deposit Insurance, dated August 31, 1998. Specifically, no options granted to officers, employees or directors may become exercisable more rapidly than
in approximately equal percentages over the first three years of the option term, with no discretionary acceleration during such period. Options granted to Founders may vest immediately on the date of grant, subject to shareholder approval of the
Plan. 

  
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 If an Optionee shall not in any given installment period purchase all of the shares which such
Optionee is entitled to purchase in such installment period, such Optionee’s right to purchase any shares not purchased in such installment period shall continue until the expiration of such Option. No Option or installment thereof shall be
exercisable except with respect to whole shares, and fractional share interests shall be disregarded except that they may be accumulated in accordance with the next preceding sentence. 

(v) Limit on Exercisability. The aggregate fair market value (determined as of the time the Option is granted) of the stock for
which any officer or employee may be granted Incentive Options which are first exercisable during any one calendar year (under all Incentive Stock Option Plans of the Bank and its subsidiaries) shall not exceed One Hundred Thousand Dollars
($100,000). 
 (vi) Method of Exercise; Payment. Options may be exercised by ten (10) days written notice delivered to the Bank
stating the number of shares with respect to which the Option is being exercised, together with cash in the amount of the purchase price for such shares. No fewer than ten (10) shares may be purchased at one time unless the number purchased is
the total number which may be purchased under the Option. 
 Options may also be exercised by delivery to the Bank of ten (10) days
written notice stating the number of shares with respect to which the Option is being exercised, and by delivery to the Bank of (i) an exercise notice instructing the Bank to deliver the certificates for the shares purchased to a designated
brokerage firm which shall sell the stock in the market as soon as the Option is exercised; and (ii) a copy of irrevocable instructions delivered to the brokerage firm to sell the shares acquired upon exercise of the Option and to deliver to
the Bank from the sale proceeds sufficient cash to pay the exercise price and applicable withholding taxes arising as a result of the exercise, with the balance of the sales proceeds, if any, after payment of any broker’s commission, credited
to the Optionee’s brokerage account. 
 (vii) Compliance With Applicable Laws. No shares of Common Stock shall be issued upon
exercise of any Option, and an Optionee shall have no right or claim to such shares, unless and until: (i) payment in full as provided hereinabove has been received by the Bank; (ii) any applicable requirements of law and of regulatory
bodies having jurisdiction over such issuance and delivery have been fully complied with; and (iii) if required by federal or state law or regulation, the Optionee shall have paid to the Bank the amount, if any, required to be withheld on the
amount deemed to be compensation to the Optionee as a result of the exercise of his or her Stock Option, or made other arrangements satisfactory to the Bank, in its sole discretion, to satisfy applicable income tax withholding requirements. 

(viii) Cessation of Employment; Disability. Except as provided in Subsections 6(c)(i) above, if an Optionee ceases to be employed by or
to serve as a director of the Bank or a subsidiary corporation for any reason other than death, disability, or cause such Optionee’s Option shall expire three (3) months thereafter, and during such period after such Optionee ceases to be
an employee or director, such Option shall be exercisable only as to those 

  
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shares with respect to which installments, if any, had accrued as of the date on which the Optionee ceased to be employed by or ceased to serve as a director of the Bank or such subsidiary
corporation. Except as provided in Subsections 6(c)(i) above or 6(c)(ix) below, if an Optionee ceases to be employed by or ceases to serve as a director of the Bank or a subsidiary corporation by reason of disability (within the meaning of
Section 22(e)(3) of the Code), such Optionee’s Option shall expire not later than one (1) year thereafter, and during such period after such Optionee ceases to be an employee or director such Option shall be exercisable only as to
those shares with respect to which installments, if any, had accrued as of the date on which the Optionee ceased to be employed by or ceased to serve as a director of the Bank or such subsidiary corporation. 

(ix) Termination of Employment for Cause. If an Optionee’s employment by or service as a director of the Bank or a subsidiary
corporation is terminated for Cause, such Optionee’s Option shall expire immediately; provided, however, that the Board (or committee) may, in its sole discretion, within thirty (30) days of such termination, waive the expiration of the
Option by giving written notice of such waiver to the Optionee at such Optionee’s last known address. In the event of such waiver, the Optionee may exercise the Option only to such extent, for such time, and upon such terms and conditions as if
such Optionee had ceased to be employed by or ceased to serve as a director of the Bank or such subsidiary corporation upon the date of such termination for a reason other than Cause, disability, or death. 

(x) Death of Optionee. Except as provided in Subsection 6(c)(i) above, if any Optionee dies while employed by or serving as a director
of the Bank or a subsidiary corporation or during the three-month or one-year period referred to in Subsection 6(c)(viii) above, such Optionee’s Option shall expire one (1) year after the date of such death. After such death but before
such expiration, the persons to whom the Optionee’s rights under the Option shall have passed by Will or by the applicable laws of descent and distribution shall have the right to exercise such Option to the extent that installments, if any,
had accrued as of the date of such Optionee’s death. 
 Section 7. Restricted Stock Awards 

(a) General. Restricted Stock Awards may be issued hereunder to Participants, for no cash consideration or for such amount as the Board
(or committee) in its discretion shall determine, either alone or in addition to other Awards granted under the Plan. The provisions of Restricted Stock Awards need not be the same with respect to each Participant. The Board (or committee) may
provide upon grant of a Restricted Stock Award that any shares of Restricted Stock that may be purchased by the Holder in cash and are subsequently forfeited by the Holder prior to the Vesting Date therefor shall be reacquired by the Bank at the
purchase price originally paid therefor by the Holder, if applicable. 
 (b) Issue Date and Vesting Date. At the time of the grant of
a Restricted Stock Award, the Board (or committee) shall establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with respect to such shares. The Board (or committee) may provide upon grant of a Restricted Stock Award that
different numbers or portions of the shares subject to the Award shall have different Vesting Dates. The Board (or committee) may also provide that the Vesting Dates will be accelerated upon the subsequent occurrence of such event (e.g., early
retirement of 

  
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the Holder) as the Board (or committee) may specify. The Board (or committee) also may establish upon grant of a Restricted Stock Award that some or all of the shares subject thereto shall be
subject after the Vesting Date to additional restrictions upon transfer or sale, although not to forfeiture. 
 (c) Issuance of
Certificates. Reasonably promptly after the Issue Date with respect to shares of Restricted Stock, the Bank shall cause to be issued a stock certificate, registered in the name of the Participant to whom such shares were granted, evidencing such
shares; provided, that the Bank shall not cause such a stock certificate to be issued unless it has received a stock power duly endorsed in blank with respect to such shares. Each such stock certificate shall bear the following legend: 

“The transferability of this certificate and the shares of stock represented hereby are subject to the restrictions, terms and conditions
(including forfeiture provisions and restrictions against transfer) contained in 1st Enterprise Bank 2006 Stock Incentive Plan, as amended, and related Award Agreement and such rules,
regulations and interpretations as 1st Enterprise Bank Board of Directors or Compensation Committee may adopt. Copies of the Plan, Award Agreement and rules, regulations and interpretations,
if any, are on file at the principal executive office of 1st Enterprise Bank, 818 West Seventh Street, Suite 220, Los Angeles, California 90017.” 

Such legend shall not be removed until such shares vest pursuant to the terms hereof. 

Each certificate issued pursuant to this Section 7(c) together with the stock powers relating to the shares of Restricted Stock evidenced
by such certificate, shall be held by the Bank unless the Board (or committee) determines otherwise. 
 (d) Consequences of Vesting.
Upon the vesting of a share of Restricted Stock pursuant to the terms of the Plan and the applicable Award Agreement, the restrictions on transfer described in Section 7(c) shall cease to apply to such share. Reasonably promptly after a
Restricted Stock Award becomes fully vested, the Bank shall cause to be delivered to the Participant to whom such shares were granted, a certificate evidencing such share, free of the legend set forth in Section 7(c). If a Restricted Stock
Award is partially vested, the Bank may continue to hold the originally issued certificate until fully vested unless the Participant specifically requests the issuance of a certificate for just the vested shares. Reasonably promptly after any such
request, the Bank shall cause the certificates to be issued separately for the restricted and unrestricted shares, and shall deliver the unrestricted certificate to the Participant. 

(e) Dividends. If and to the extent the Board (or committee) so specifies upon grant, the Holder of shares of Restricted Stock shall be
entitled to receive from the Bank, after the grant date and until the Vesting Date, dividends or other distributions with respect to the shares identical or comparable in financial value to the dividends and other distributions that would have been
received by the Holder had the shares not been subject to the restrictions on Restricted Stock imposed under the Plan, and the Holder shall not be required to return any such distributions to the Bank in the event of forfeiture of the Restricted
Stock; provided that any such dividends or distribution payable to the Holder that constitute Stock or other equity securities of the Bank shall be issued in the same manner and subject to the same restrictions and conditions


  
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as apply to the shares of Restricted Stock as to which such dividends and distributions are paid. The Board (or committee) in its discretion may require that any dividends paid on shares of
Restricted Stock shall be held in escrow until all restrictions on such shares have lapsed. 
 (f) Voting Rights. If and to the
extent the Board (or committee) so specifies upon grant, the Holder of shares of Restricted Stock shall be entitled to vote or direct the voting of such shares after the grant date and until the Vesting Date. 

(g) Termination. Except to the extent otherwise provided in the Award Agreement and pursuant to this section, in the event of a
Termination of employment or directorship during the Restriction Period, all shares still subject to restriction shall be forfeited by the Participant. If the recipient has paid cash for the Award, the stock will be repurchased at the same price
originally paid by the Participant. In the event that the Bank requires such a return of shares, it also shall have the right to require the return of all dividends paid on such shares, whether by termination of any escrow arrangement under which
such dividends are held or otherwise, unless otherwise specified in the applicable Award Agreement. 
 Section 8. Terminating Events 

(a) Impact of Event. In the event of a “Terminating Event” as defined in Section 2(r), any surviving corporation or
entity or acquiring corporation or entity, or affiliate of such corporation or entity, may assume any Options or Restricted Stock Awards outstanding under the Plan or may substitute similar awards for those outstanding under the Plan. In the event
any surviving or acquiring corporation or entity in a Terminating Event does not assume such Options or Awards or does not substitute similar Options or other Awards for those outstanding under the Plan, then (i) the vesting of such Options or
other Awards outstanding under the Plan shall be accelerated and made fully exercisable and all restrictions thereon shall lapse ten (10) days prior to the closing of the Terminating Event; and (ii) upon the closing of the Terminating
Event, any Options outstanding under the Plan shall be terminated if not exercised prior to the closing, unless the Board (or committee) in its sole discretion determines prior to the effective date of the Terminating Event that all outstanding
Options and the Plan itself should continue in full force and effect. In the case of such a determination by the Board (or committee), or in the event that any pending Terminating Event does not occur, the Plan and all outstanding Options and other
Awards thereunder shall continue in force with all original vesting schedules in effect. 
 (b) Notice to Participants of Terminating
Event. Not less than thirty (30) days prior to a Terminating Event, the Board (or committee) of Directors shall notify each Participant of the pendancy of the Terminating Event. With respect to Holders of Restricted Stock, the notice shall
simply inform such Participants of the pendancy of the Terminating Event and of the fact that the restrictions on their Restricted Stock will lapse. In the case of Optionees, the notice shall inform such Optionees that their Options shall,
notwithstanding the provisions of Sections 6(c)(iv) hereof, become exercisable in full and not only as to those shares with respect to which installments, if any, have then accrued, subject, however, to earlier expiration or termination as provided
elsewhere in the Plan, and further subject to the condition that the Terminating Event in fact occurs. Optionees shall then be entitled to exercise any Options or portions thereof commencing on the tenth (10th) day, and ending on the third
(3rd) day, prior to the Terminating Event, or at such other times as may be specified by the Board (or committee) in connection with the Terminating Event. 

  
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 Section 9. Acceleration of Options or other Awards. 

Notwithstanding the provisions of Sections 6(c)(iv) or 7(b) hereof or any provision to the contrary contained in any Award Agreement, the Board
(or committee), in its sole discretion, may accelerate the vesting of all or any Award then outstanding. The decision by the Board (or committee) to accelerate an Award or to decline to accelerate an Award shall be final. In the event of the
acceleration of Options as the result of a decision by the Board (or committee) pursuant to this Section 9, each outstanding Option so accelerated shall be exercisable for a period from and after the date of such acceleration and upon such
other terms and conditions as the Board (or committee) may determine in its sole discretion, provided that such terms and conditions (other than terms and conditions relating solely to the acceleration of exercisability and the related termination
of an Option) may not adversely affect the rights of any Participant without the consent of the Participant so adversely affected. Any outstanding Option which has not been exercised by the holder at the end of such period shall terminate
automatically at that time. 
 Section 10. General Provisions 

(a) Award Grants. Any Award may be granted either alone or in addition to other Awards granted under the Plan. Subject to the terms and
restrictions set forth elsewhere in the Plan, the Board (or committee) shall determine the consideration, if any, payable by the Participant for any Award and, in addition to those set forth in the Plan, any other terms and conditions of the Awards.
The Board (or committee) may condition the grant or payment of any Award upon the attainment of specified performance goals or such other factors or criteria, including vesting based on continued service on the Board or employment, as the Board (or
committee) shall determine. Performance objectives may vary from Participant to Participant and among groups of Participants and shall be based upon such Bank, subsidiary, group or division factors or criteria as the Board (or committee) may deem
appropriate, including, but not limited to, earnings per share or return on equity. The other provisions of Awards also need not be the same with respect to each recipient. Unless specified otherwise in the Plan or by the Board (or committee), the
date of grant of an Award shall be the date of action by the Board (or committee) to grant the Award, provided that Participants do not have the ability to further negotiate the terms of their awards, and provided further that the awards will be
communicated to Participants within a relatively short period of time following the Board’s (or committee)’s action. 
 (b)
Award Agreements. As soon as practicable after the date of an Award grant, the Bank and the Participant shall enter into a written Award Agreement identifying the date of grant, and specifying the terms and conditions of the Award. Options
are not exercisable until after execution of the Award Agreement by the Bank and the Participant, but a delay in execution of the Award Agreement shall not affect the validity of the Option grant. 

(c) Certificates; Transfer Restrictions. All certificates for shares of Stock or other securities delivered under the Plan shall be
subject to such stock transfer orders, legends and 

  
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other restrictions as the Board (or committee) may deem advisable under the rules, regulations and other requirements of the SEC, any market in which the Stock is then traded and any applicable
federal, state or foreign securities laws. 
 (d) Tax Withholding. Whenever shares of Stock are issued or to be issued pursuant to
Awards, the Bank shall have the right to require the Participant to remit to the Bank an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent required by law (whether so required to
secure for the Bank an otherwise available tax deduction or otherwise) prior to the delivery of any certificate or certificates for such shares. The obligations of the Bank under the Plan shall be conditional on satisfaction of all such withholding
obligations and the Bank shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant. With the approval of the Board (or committee), which it shall have sole discretion
to grant, the Participant may elect to satisfy an applicable withholding requirement, in whole or in part, by having the Bank withhold from delivery shares of Stock having a value equal to the amount of tax to be withheld. Such shares shall be
valued at their fair market value on the date as of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. 

(e) Notification of Election Under Section 83(b) of the Code. If any Participant shall, in connection with the acquisition of
shares of Restricted Stock under the Plan, make the election permitted under Section 83(b) of the Code (i.e., an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), such Participant shall
notify the Bank of such election within ten days of filing notice of the election with the Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under the authority of Section 83(b). 

(f) Transferability. No Award shall be assignable or otherwise transferable by the Participant other than by will or by the laws of
descent and distribution. During the life of a Participant, an Award shall be exercisable, and any elections with respect to an Award may be made, only by the Participant or the Participant’s guardian or legal representative. 

(g) Adjustment of Awards; Waivers. The Board (or committee) may adjust the performance goals and measurements applicable to Awards
(i) to take into account changes in law and accounting and tax rules, (ii) to make such adjustments as the Board (or committee) deems necessary or appropriate to reflect the inclusion or exclusion of the impact of extraordinary or unusual
items, events or circumstances in order to avoid windfalls or hardships, and (iii) to make such adjustments as the Board (or committee) deems necessary or appropriate to reflect any material changes in business conditions. In the event of
hardship or other special circumstances of a Participant and otherwise in its discretion, the Board (or committee) may waive in whole or in part any or all restrictions, conditions, vesting, or forfeiture with respect to any Award granted to such
Participant. 
 (h) Non-Competition. The Board (or committee) may condition its discretionary waiver of a forfeiture, the
acceleration of vesting at the time of Termination of a Participant holding any unexercised or unearned Award, the waiver of restrictions on any Award, or the extension of the expiration period to a period not longer than that provided by the Plan
upon such Participant’s agreement (and compliance with such agreement) (i) not to engage in any business 

  
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or activity competitive with any business or activity conducted by the Bank and (ii) to be available for consultations at the request of the Bank’s management, all on such terms and
conditions (including conditions in addition to (i) and (ii)) as the Board (or committee) may determine. 
 (i) Rights as
Shareholder. Unless the Plan, the Board (or committee) expressly specifies otherwise, an Optionee shall have no rights as a shareholder with respect to any shares covered by an Option until the stock certificates representing the shares are
actually delivered to the Optionee. Except as specified in Section 4(b), no adjustment shall be made for dividends or other rights for which the record date is prior to the date the certificates are delivered. The rights of Holders shall be as
specified in their Award Agreements, as determined by the Board (or committee) in accordance with Section 7 hereof. No Participants holding any other types of Awards shall have any rights as shareholders unless and until stock certificates
issued pursuant to such Awards are delivered to the Participants. 
 (j) Beneficiary Designation. The Board (or committee), in its
discretion, may establish procedures for a Participant to designate a beneficiary to whom any amounts payable in the event of the Participant’s death are to be paid. 

(k) Regulatory Compliance. 

(i) Exercise or Forfeiture of Options in the Event of Order to Increase Capital. Notwithstanding any other provision of any Option
granted hereunder, if the Bank becomes subject to any written order or directive by the DFI or the FDIC requiring the Bank to increase capital, the Optionees must immediately exercise or forfeit any outstanding Options. 

(ii) Compliance with FDIC Statement of Policy During Initial Years of Operation. Until the Bank has been in operation for three full
years, all Option grants and other Awards shall comply with the FDIC Statement of Policy on Applications for Deposit Insurance. 
 (iii)
Securities Laws Compliance; Notice of Proposed Sale. No shares shall be issued upon the exercise of any Option, or pursuant to any other Award, unless and until any then applicable requirements of any regulatory agencies having
jurisdiction, and of any exchanges upon which stock of the Bank may be listed, shall have been complied with fully. The Bank will diligently endeavor to comply with all applicable securities laws before any Awards are granted under the Plan and
before any stock is issued pursuant to any Awards. All Participants shall agree to comply with all applicable federal and state securities laws in connection with any sale or other disposition of such common stock. Additionally, all Participants
shall give the Bank notice of any sale or other disposition of any such shares not more than five (5) days after such sale or other disposition. 

(l) Additional Plans. Nothing contained in the Plan shall prevent the Bank or a subsidiary from adopting other or additional
compensation arrangements for its directors and employees. 
 (m) No Employment Rights; No Right to Directorship. Neither the
adoption of this Plan nor the grant of any Award hereunder shall (i) confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Bank or a subsidiary


  
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to terminate the employment of any employee at any time; or (ii) confer upon any Participant any right with respect to continuation of the Participant’s membership on the Board or
interfere in any way with provisions in the Bank’s Articles of Incorporation and Bylaws relating to the election, appointment, terms of office, and removal of members of the Board. 

(n) Governing Law. The Plan and all Awards shall be governed by and construed in accordance with the laws of the State of California.

 (o) Use of Proceeds. All cash proceeds to the Bank under the Plan shall constitute general funds of the Bank. 

(p) Assumption by Successor. The obligations of the Bank under the Plan and under any outstanding Award may be assumed by any successor
corporation, which for purposes of the Plan shall be included within the meaning of “Bank.” 
 Section 11. Amendments and Termination

 The Board may amend, alter or discontinue the Plan or any Award, but no amendment, alteration or discontinuance shall be made which
would impair the rights of a Participant under an outstanding Award without the Participant’s consent. No amendment, alteration or discontinuance shall require shareholder approval unless it would: 

(a) increase in the total number of shares reserved for issuance pursuant to Awards under the Plan; 

(b) change the minimum option price for Options; 

(c) increase the maximum term of Awards provided for herein; 

(d) expand the types of awards which may be issued under the Plan; or 

(e) expand the class of eligible Participants. 

Any amendment or modification requiring shareholder approval shall be deemed adopted as of the date of the action of the Board effecting such
amendment or modification and shall be effective immediately, unless otherwise provided therein, subject to approval thereof within twelve (12) months before or after the effective date by shareholders of the Bank holding not less than a
majority of the voting power of the Bank. 
 Section 12. Effective Date of Plan 

The effective date of the Plan is March 15, 2006. 

Section 13. Term of Plan 
 The Plan
shall remain in effect until March 15, 2016 unless terminated earlier by the Board, and no Award shall be granted on or after that date, but Awards granted prior to March 15, 2016 may extend beyond that date. 

  
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