EX-10.1



 Exhibit 10.1 

SUNSHINE BANCORP, INC. 

2015 EQUITY INCENTIVE PLAN 

ARTICLE 1 – GENERAL 

Section 1.1 Purpose, Effective Date and Term. The purpose of the Sunshine Bancorp, Inc. 2015
Equity Incentive Plan (the “Plan”) is to promote the long-term financial success of Sunshine Bancorp, Inc. (the “Company”), and its Subsidiaries, including Sunshine Bank (the “Bank”), by providing a means to attract,
retain and reward individuals who contribute to such success and to further align their interests with those of the Company’s stockholders through the ownership of additional common stock of the Company. The “Effective Date” of the
Plan shall be the date the Plan satisfies the applicable stockholder approval requirements. The Plan shall remain in effect as long as any Awards are outstanding; provided, however, that no Awards may be granted under the Plan after the
day immediately prior to the ten-year anniversary of the Effective Date. 

Section 1.2 Administration. The Plan shall be administered by the Compensation Committee of the
Company’s Board of Directors (the “Committee”), in accordance with Section 5.1. 
 Section 1.3
Participation. Each Employee or Director of the Company or any Subsidiary of the Company who is granted an Award in accordance with the terms of the Plan shall be a “Participant” in the Plan. The grant of Awards
shall be limited to Employees and Directors of the Company or any Subsidiary. 
 Section 1.4
Definitions. Capitalized terms used in this Plan are defined in Article 8 and elsewhere in this Plan. 
 ARTICLE 2 -
AWARDS 
 Section 2.1 General. Any Award under the Plan may be granted singularly or in
combination with another Award (or Awards). Each Award under the Plan shall be subject to the terms and conditions of the Plan and such additional terms, conditions, limitations and restrictions as the Committee shall provide with respect to
such Award and as evidenced in the Award Agreement. Subject to the provisions of Section 2.8, an Award may be granted as an alternative to or replacement of an existing Award under the Plan or any other plan of the Company or any
Subsidiary or as the form of payment for grants or rights earned or due under any other compensation plan or arrangement of the Company or its Subsidiaries, including without limitation the plan of any entity acquired by the Company or any
Subsidiary. The types of Awards that may be granted under the Plan include: 
 (a) Stock Options. A Stock Option
means a grant under Section 2.2 that represents the right to purchase shares of Stock at an Exercise Price established by the Committee. Any Stock Option may be either an Incentive Stock Option (an “ISO”) that is intended to
satisfy the requirements applicable to an “Incentive Stock Option” described in Code Section 422(b), or a Non-Qualified Stock Option (a
“Non-Qualified Option”) that is not intended to be an ISO; provided, however, that no ISOs may be granted: (i) after the day immediately prior to the
ten-year anniversary of the Effective Date or the date the Plan is approved by the Board, whichever is earlier; or (ii) to a non-Employee. Unless otherwise
specifically provided by its terms, any Stock Option granted to an Employee under this Plan shall be an ISO to the maximum extent permitted. Any ISO granted under this Plan that does not qualify as an ISO for any reason (whether at the time of grant
or as the result of a subsequent event) shall be deemed to be a Non-Qualified Option. In addition, any ISO granted under this Plan may be unilaterally modified by the Committee to disqualify such Stock Option
from ISO treatment such that it shall become a Non-Qualified Option; provided, however, that any such modification shall be ineffective if it causes the Award to be subject to Code Section 409A (unless,
as modified, the Award complies with Code Section 409A). 
 (b) Restricted Stock Awards. A Restricted Stock
Award means a grant of shares of Stock under Section 2.3 for no consideration or such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan, subject to a vesting schedule
or the satisfaction of market conditions or performance conditions.

  
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 (c) Restricted Stock Units. A Restricted Stock Unit means a grant under Section 2.4
denominated in shares of Stock that is similar to a Restricted Stock Award except no shares of Stock are actually awarded on the date of grant of a Restricted Stock Unit. A Restricted Stock Unit is subject to a vesting schedule or the satisfaction
of market conditions or performance conditions and shall be settled in shares of Stock, provided, however, that in the sole discretion of the Committee, determined at the time of settlement, a Restricted Stock Unit may be settled in cash based on
the Fair Market Value of a share of the Company’s Stock multiplied by the number of Restricted Stock Units being settled. 
 (d)
Performance Awards. A Performance Award means an Award under Section 2.5 that is granted and will vest upon the achievement of one or more specified performance measures set forth in Section 2.5. A Performance Award may or may not
be intended to satisfy the requirements of Code Section 162(m). 
 Section 2.2 Stock
Options.
 (a) Grant of Stock Options. Each Stock Option shall be evidenced by an Award Agreement that shall:
(i) specify the number of Stock Options covered by the Award; (ii) specify the date of grant of the Stock Option; (iii) specify the vesting period or conditions to vesting; and (iv) contain such other terms and conditions not
inconsistent with the Plan, including the effect of termination of a Participant’s employment or Service with the Company as the Committee may, in its discretion, prescribe. 

(b) Terms and Conditions. A Stock Option shall be exercisable in accordance with such terms and conditions and during such periods as
may be established by the Committee. In no event, however, shall a Stock Option expire later than ten (10) years after the date of its grant (or five (5) years with respect to ISOs granted to an Employee who is a 10% Stockholder). The
“Exercise Price” of each Stock Option shall not be less than 100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided, however, that the Exercise Price of
an ISO shall not be less than 110% of Fair Market Value of a share of Stock on the date of grant if granted to a 10% Stockholder; provided further, that the Exercise Price may be higher or lower in the case of Stock Options granted or
exchanged in replacement of existing Awards held by an Employee or Director of, or service provider to, an acquired entity. The payment of the Exercise Price of a Stock Option shall be by cash or, subject to limitations imposed by applicable law, by
such other means as the Committee may from time to time permit, including: (i) by tendering, either actually or constructively by attestation, shares of Stock valued at Fair Market Value as of the day of exercise; (ii) by irrevocably
authorizing a third party, acceptable to the Committee, to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Option and to remit to the Company a sufficient portion of the sale proceeds to pay the
entire Exercise Price and any tax withholding resulting from such exercise; (iii) by a net settlement of the Stock Option, using a portion of the shares obtained on exercise in payment of the Exercise Price of the Stock Option (and if
applicable, any minimum required tax withholding); (iv) by personal, certified or cashier’s check; (v) by other property deemed acceptable by the Committee; or (vi) by any combination thereof. The total number of shares that may be
acquired upon the exercise of a Stock Option shall be rounded down to the nearest whole share, with cash-in-lieu paid by the Company, at its discretion, for the value of
any fractional share. 
 Section 2.3 Restricted Stock.  

(a) Grant of Restricted Stock. Each Restricted Stock Award shall be evidenced by an Award Agreement that shall: (i) specify the
number of shares of Stock covered by the Restricted Stock Award; (ii) specify the date of grant of the Restricted Stock Award; (iii) specify the vesting period; and (iv) contain such other terms and conditions not inconsistent with
the Plan, including the effect of termination of a Participant’s employment or Service with the Company. All Restricted Stock Awards shall be in the form of issued and outstanding shares of Stock that, at the discretion of the Committee, shall
be either: (x) registered in the name of the Participant and held by or on behalf of the Company, together with a stock power executed by the Participant in favor of the Company, pending the vesting or forfeiture of the Restricted Stock; or
(y) registered in the name of, and delivered to, the Participant. In any event, the certificates evidencing the Restricted Stock Award shall at all times prior to the applicable vesting date bear the following legend: 

The Stock evidenced hereby is subject to the terms of an Award Agreement with Sunshine Bancorp, Inc. dated [Date], made pursuant to the terms
of the Sunshine Bancorp, Inc. 2015 Equity Incentive Plan, copies of which are on file at the executive offices of Sunshine Bancorp, Inc., and may not be sold, encumbered, hypothecated or otherwise transferred except in accordance with the terms of
such Plan and Award Agreement, 

  
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 or such other restrictive legend as the Committee, in its discretion, may specify. Notwithstanding the foregoing,
the Company may in its sole discretion issue Restricted Stock in any other approved format (e.g., electronically) in order to facilitate the paperless transfer of such Awards. In the event Restricted Stock is not issued in certificate form,
the Company and the transfer agent shall maintain appropriate bookkeeping entries that evidence Participants’ ownership of such Awards. Restricted Stock that is not issued in certificate form shall be subject to the same terms and conditions of
the Plan as certificated shares, including the restrictions on transferability and the provision of a stock power executed by the Participant in favor of the Company, until the satisfaction of the conditions to which the Restricted Stock Award is
subject. 
 (b) Terms and Conditions. Each Restricted Stock Award shall be subject to the following terms and conditions: 

(i) Dividends. Unless the Committee determines otherwise with respect to any Restricted Stock Award and
specifies such determination in the relevant Award Agreement, any cash dividends or distributions declared with respect to shares of Stock subject to the Restricted Stock Award shall be immediately distributed to the Participants. Notwithstanding
the foregoing, unless the Committee determines otherwise, no dividends shall be distributed with respect to any Restricted Stock Awards subject to performance-based vesting conditions unless and until the Participant vests in such Restricted Stock
Award. Based on the foregoing, if the distribution of cash dividends declared with respect to shares of Stock subject to the Restricted Stock Awards are delayed, the cash dividends declared will be deferred and distributed to the Participants within
two and one-half months following the date on which the Restricted Stock Award vests. Any stock dividends declared on shares of Stock subject to a Restricted Stock Award shall be subject to the same
restrictions and shall vest at the same time as the shares of Restricted Stock from which said dividends were derived. 

(ii) Voting Rights. Unless the Committee determines otherwise with respect to any Restricted Stock Award and
specifies such determination in the relevant Award Agreement, a Participant shall have voting rights related to the unvested, non-forfeited Restricted Stock and such voting rights shall be exercised by the
Participant in his or her discretion. 
 (iii) Tender Offers and Merger Elections. Each Participant to whom a
Restricted Stock Award is granted shall have the right to respond, or to direct the response, with respect to the related shares of Restricted Stock, to any tender offer, exchange offer, cash/stock merger consideration election or other offer made
to, or elections made by, the holders of shares of Stock. Such a direction for any such shares of Restricted Stock shall be given by proxy or ballot (if the Participant is the beneficial owner of the shares of Restricted Stock for voting purposes)
or by completing and filing, with the inspector of elections, the trustee or such other person who shall be independent of the Company as the Committee shall designate in the direction (if the Participant is not such a beneficial owner), a written
direction in the form and manner prescribed by the Committee. If no such direction is given, then the shares of Restricted Stock shall not be tendered. 

Section 2.4 Restricted Stock Units. 

(a) Grant of Restricted Stock Unit Awards. Each Restricted Stock Unit shall be evidenced by an Award Agreement which shall:
(i) specify the number of Restricted Stock Units covered by the Award; (ii) specify the date of grant of the Restricted Stock Units; (iii) specify the vesting period or market conditions or performance conditions that must be
satisfied in order to vest in the Award; and (iv) contain such other terms and conditions not inconsistent with the Plan, including the effect of termination of a Participant’s employment or Services with the Company. Restricted Stock Unit
Awards shall be paid in shares of Stock, or in the sole discretion of the Committee determined at the time of settlement, in cash or a combination of cash and shares of Stock. 

  
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 (b) Terms and Conditions. Each Restricted Stock Unit Award shall be subject to the
following terms and conditions: 
 (i) A Restricted Stock Unit shall be similar to a Restricted Stock Award except that no
shares of Stock are actually awarded to the recipient on the date of grant. Each Restricted Stock Unit shall be evidenced by an Award Agreement that shall specify the Restriction Period (defined below), the number of Restricted Stock Units granted,
and such other provisions, including the effect of termination of a Participant’s Service with the Company, as the Committee shall determine. The Committee shall impose such other conditions and/or restrictions on any Restricted Stock Unit
granted pursuant to the Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Stock Unit, time-based restrictions and vesting following the attainment of
performance measures set forth in Section 2.5(a) hereof, restrictions under applicable laws or under the requirements of any Exchange or market upon which such shares may be listed, or holding requirements or sale restrictions placed by the
Company upon vesting of such Restricted Stock Units. 
 (ii) The Committee may, in connection with the grant of Restricted
Stock Units, designate them as “qualified performance based compensation” within the meaning of Code Section 162(m), in which event it shall condition the vesting thereof upon the attainment of one or more performance measures set
forth in Section 2.5(a) hereof. Regardless of whether Restricted Stock Units are subject to the attainment of one or more performance measures, the Committee may also condition the vesting thereof upon the continued Service of the Participant.
The conditions for grant or vesting and the other provisions of Restricted Stock Units (including without limitation any applicable performance measures) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall
be settled as and when the Restricted Stock Units vest or, in the case of Restricted Stock Units subject to performance measures, after the Committee has determined that the performance goals have been satisfied. 

(iii) Subject to the provisions of the Plan and the applicable Award Agreement, during the period, if any, set by the
Committee, commencing with the date of such Restricted Stock Unit for which such Participant’s continued Service is required (the “Restriction Period”), and until the later of (A) the expiration of the Restriction Period and
(B) the date the applicable performance measures (if any) are satisfied, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units. 

(iv) A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. No dividends shall
be paid on Restricted Stock Units. In the sole discretion of the Committee, exercised at the time of grant, Dividend Equivalent Rights may be paid on Restricted Stock Units. If a Restricted Stock Unit is intended to be qualified performance-based
compensation in accordance with Code Section 162(m), payment of Dividend Equivalent Rights to the Award recipient will be conditioned on the satisfaction of the performance criteria. In such case, the Dividend Equivalent Right shall be paid at
the same time as the shares subject to such Restricted Stock Unit are distributed to the Participant. 

Section 2.5 Performance Awards. The vesting of any Restricted Stock Award or a Restricted Stock Unit
that is intended to be performance-based compensation (also referred to as “Performance Awards”) shall be conditioned on the achievement of one or more objective performance measures set forth in
sub-section (a) below, as may be determined by the Committee. The grant of any Performance Award and the establishment of performance measures that are intended to be qualified performance-based
compensation within the meaning of Code Section 162(m) shall be made during the period required under Code Section 162(m) and shall comply with all applicable requirements of that Code Section. At the discretion of the Committee, the
vesting of any Stock Option also may be subject to the achievement of one or more objective performance measures, although such performance-based vesting is not necessary to satisfy the requirement of Code Section 162(m) with respect to Stock
Options. Notwithstanding anything herein to the contrary, in the discretion of the Committee, Performance Awards that do not comply with the requirements of Code Section 162(m) may be granted to Covered Employees and/or to persons other than
Covered Employees. 

  
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 (a) Performance Measures. If intended to be qualified performance-based compensation
pursuant to Code Section 162(m), such performance measures must be based on any one or more of the following: 
 (i)
book value or tangible book value per share; 
 (ii) basic earnings per share; 

(iii) basic cash earnings per share; 

(iv) diluted earnings per share; 

(v) diluted cash earnings per share; 

(vi) return on equity; 

(vii) net income or net income before taxes; 

(viii) cash earnings; 

(ix) net interest income; 

(x) non-interest income; 

(xi) non-interest expense to average assets ratio; 

(xii) cash general and administrative expense to average assets ratio; 

(xiii) efficiency ratio; 

(xiv) cash efficiency ratio; 

(xv) return on average assets; 

(xvi) cash return on average assets; 

(xvii) return on average stockholders’ equity; 

(xviii) cash return on average stockholders’ equity; 

(xix) return on average tangible stockholders’ equity; 

(xx) cash return on average tangible stockholders’ equity; 

(xxi) core earnings; 

(xxii) operating income; 

(xxiii) operating efficiency ratio; 

(xxiv) net interest rate margin or net interest rate spread; 

(xxv) growth in assets, loans, or deposits; 

(xxvi) loan production volume; 

  
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 (xxvii) non-performing loans; 

(xxviii) cash flow; 

(xxix) strategic business objectives, consisting of one or more objectives based upon meeting specified cost targets, business
expansion goals, and goals relating to acquisitions or divestitures, or goals relating to capital raising and capital management; or 

(xxx) any combination of the foregoing. 

Performance measures may be based on the performance of the Company as a whole or on any one or more Subsidiaries or business units of the
Company or a Subsidiary and may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. The terms of an Award may provide that partial achievement of performance measures
may result in partial payment or vesting of the award or that the achievement of the performance measures may be measured over more than one period or fiscal year. In establishing any performance measures, the Committee may provide for the exclusion
of the effects of the following items, to the extent the exclusion is set forth in the Participant’s Award Agreement and identified in the audited financial statements of the Company, including footnotes, or in the Management’s Discussion
and Analysis section of the Company’s annual report or in the Compensation Discussion and Analysis section, if any, of the Company’s annual proxy statement: (i) extraordinary, unusual, and/or nonrecurring items of gain or loss;
(ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting principles, regulations or laws; or (iv) expenses incurred in connection with a merger, branch acquisition or similar transaction. To the extent
not specifically excluded, such effects shall be included in any applicable performance measure. 
 (b) Adjustments. Pursuant to this
Section 2.5, in certain circumstances the Committee may adjust performance measures; provided, however, no adjustment may be made with respect to an Award that is intended to be qualified performance-based compensation within the meaning
of Code Section 162(m), except to the extent the Committee exercises such negative discretion as is permitted under applicable law for purposes of an exception under Code Section 162(m). Subject to the foregoing sentence, if the Committee
determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or its Subsidiaries conducts its business or other events or circumstances render current performance
measures to be unsuitable, the Committee may modify such performance measures, in whole or in part, as the Committee deems appropriate, provided that no Award intended to be subject to Code Section 162(m) is enhanced as a result of a modified
performance measure. Notwithstanding anything to the contrary herein, performance measures relating to any Award hereunder will be modified, to the extent applicable, to reflect a change in the outstanding shares of Stock of the Company by reason of
any stock dividend or stock split, or a corporate transaction, such as a merger of the Company into another corporation, any separation of a corporation or any partial or complete liquidation by the Company or a Subsidiary. If a Participant is
promoted, demoted or transferred to a different business unit during a performance period, the Committee may determine that the selected performance measures or applicable performance period are no longer appropriate, in which case, the Committee,
in its sole discretion, may adjust, change or eliminate the performance measures or change the applicable performance period; or (ii) cause to be made a cash payment to the Participant in an amount determined by the Committee. 

(c) Treatment on Retirement. Notwithstanding anything herein to the contrary, no Performance Awards that are intended to be
considered qualified performance-based compensation under Code Section 162(m) shall be granted under terms that will permit its accelerated vesting upon Retirement or other Termination of Service (other than death or Disability) or a Change in
Control. Notwithstanding anything to the contrary herein, in the sole discretion of the Committee exercised at the time of grant of an Award under this Section 2.5, in the event of Retirement of a Participant during the performance period, the
Award Agreement may provide for the vesting of all or a portion of such Award, so long as the vesting is not accelerated but shall occur at the end of the performance period, and will be prorated, based on the period of the Participant’s active
employment and the level of achievement of the performance measures during the period of the Participant’s active employment. 

  
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 Section 2.6 Vesting of Awards. The Committee shall
specify the vesting schedule or conditions of each Award. Unless the Committee specifies a different vesting schedule at the time of grant, Awards under the Plan shall be granted with a vesting rate not exceeding twenty percent (20%) per year, with
the first installment vesting no earlier than the one year anniversary of the date of grant and succeeding installments vesting on the annual anniversaries thereafter. If the right to become vested in an Award under the Plan (including the right to
exercise a Stock Option) is conditioned on the completion of a specified period of Service with the Company or its Subsidiaries, without achievement of performance measures or other performance objectives being required as a condition of vesting,
and without it being granted in lieu of, or in exchange for, other compensation, then the required period of Service for full vesting shall be determined by the Committee and evidenced in the Award Agreement (subject to acceleration of vesting, to
the extent permitted by the Committee or set forth in the Award Agreement, in the event of the Participant’s death or Disability or a Change in Control). 

Section 2.7 Deferred Compensation. If any Award would be considered “deferred compensation”
as defined under Code Section 409A (“Deferred Compensation”), the Committee reserves the absolute right (including the right to delegate such right) to unilaterally amend the Plan or the Award Agreement, without the consent of the
Participant, to maintain exemption from, or to comply with, Code Section 409A. Any amendment by the Committee to the Plan or an Award Agreement pursuant to this Section shall maintain, to the extent practicable, the original intent of the
applicable provision without violating Code Section 409A. A Participant’s acceptance of any Award under the Plan constitutes acknowledgement and consent to such rights of the Committee, without further consideration or action. Any
discretionary authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award Agreement shall not be applicable to an Award which is determined to constitute Deferred Compensation, if such discretionary authority would
contravene Code Section 409A. 
 Section 2.8 Prohibition Against Option Repricing. Except
for adjustments pursuant to Section 3.4, and reductions of the Exercise Price approved by the Company’s stockholders, neither the Committee nor the Board shall have the right or authority to make any adjustment or amendment that reduces or
would have the effect of reducing the Exercise Price of a Stock Option previously granted under the Plan, whether through amendment, cancellation (including cancellation in exchange for a cash payment in excess of the Stock Option’s in-the-money value or in exchange for Options or other Awards) or replacement grants, or other means. 

Section 2.9. Effect of Termination of Service on Awards. The Committee shall establish the
effect of a Termination of Service on the continuation of rights and benefits available under an Award and, in so doing, may make distinctions based upon, among other things, the cause of Termination of Service (including Retirement) and type of
Award. Unless otherwise specified by the Committee and set forth in an Award Agreement between the Company and the Participant or as set forth in an employment agreement or severance arrangement entered into by and between the Company and/or the
Bank and an Employee, the following provisions shall apply to each Award granted under this Plan: 
 (a) Upon a Participant’s
Termination of Service for any reason other than due to Disability, death, Retirement or termination for Cause, Stock Options shall be exercisable only as to those shares that were immediately exercisable by such Participant at the date of
termination, and Stock Options may be exercised only for a period of three (3) months following termination and any Restricted Stock Award and Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and
be forfeited. 
 (b) In the event of a Termination of Service for Cause, all Stock Options granted to a Participant that have not been
exercised and all Restricted Stock Awards and Restricted Stock Units granted to a Participant that have not vested shall expire and be forfeited. 

(c) Upon Termination of Service for reason of Disability or death, all Stock Options shall be exercisable as to all shares subject to an
outstanding Award, whether or not then exercisable, and all Restricted Stock Awards and Restricted Stock Units shall vest as to all shares subject to an outstanding Award, whether or not otherwise immediately vested, at the date of Termination of
Service. Stock Options may be exercised for a period of one year following Termination of Service due to death or Disability or the remaining unexpired term of the Stock Option, if less; provided, however, that no Stock Option shall be
eligible for treatment as an ISO in the event such Stock Option is exercised more than one year following Termination of Service due to Disability and provided, further, in order to obtain ISO treatment for Stock Options exercised by heirs or
devisees of an optionee, the optionee’s death must have occurred while employed or within three months of Termination of Service. In the event of Termination of Service due to Retirement, a Participant’s vested Stock Options shall be
exercisable for one year following Termination of Service, provided that no Stock Option shall be eligible for treatment as an ISO in the event such Stock Option is exercised more than three months following Termination of Service due to Retirement
and any Stock Option, Restricted Stock Award or Restricted Stock Unit that has not vested as of the date of Termination of Service shall expire and be forfeited. 

  
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 (d) Notwithstanding anything herein to the contrary, no Stock Option shall be exercisable beyond
the last day of the original term of such Stock Option. 
 (e) Notwithstanding the provisions of this Section 2.9, the effect of a
Change in Control on the vesting/exercisability of Stock Options, Restricted Stock Awards and Restricted Stock Units is as set forth in Article 4. 

ARTICLE 3 - SHARES SUBJECT TO PLAN 

Section 3.1 Available Shares. The shares of Stock with respect to which Awards may be made under
the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market or in private transactions. 

Section 3.2 Share Limitations.

(a) Share Reserve. Subject to the following provisions of this Section 3.2, the maximum number of shares of Stock that may be
delivered to Participants and their beneficiaries under the Plan shall be equal to 592,480 shares of Stock. The maximum number of shares of Stock that may be delivered pursuant to the exercise of Stock Options (all of which may be granted as ISOs)
is 423,200 shares of Stock, which represents 10% of the number of shares of Company common stock sold in connection with the mutual-to-conversion of Sunshine State
Federal Savings and Loan Association (the “Conversion”). The maximum number of shares of Stock that may be issued as Restricted Stock Awards and Restricted Stock Units is 169,280 shares of Stock, which represents 4% of the number shares of
Company common stock sold in connection with the Conversion. The aggregate number of shares available for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment as provided in
Section 3.4. 
 (b) Computation of Shares Available. For purposes of this Section 3.2, the number of shares of Stock
available for the grant of additional Stock Options, Restricted Stock Awards or Restricted Stock Units shall be reduced by the number of shares of Stock previously granted, subject to the following: to the extent any shares of Stock covered by an
Award (including Restricted Stock Awards and Restricted Stock Units) under the Plan are not delivered to a Participant or beneficiary for any reason, including because the Award is forfeited or canceled or because a Stock Option is not exercised,
then such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of Stock available for delivery under the Plan. To the extent: (i) a Stock Option is exercised by using an actual or
constructive exchange of shares of Stock to pay the Exercise Price; (ii) shares of Stock are withheld to satisfy withholding taxes upon exercise or vesting of an Award granted hereunder; or (iii) shares are withheld to satisfy the exercise
price of Stock Options in a net settlement of Stock Options, then the number of shares of Stock available shall be reduced by the gross number of shares of Stock issued rather than by the net number of shares of Stock issued. 

Section 3.3 Individual Share Limitations. 

(a) Stock Options to Employees. The maximum number of shares of Stock, in the aggregate, that may be subject to Stock Options granted to
any one Employee pursuant to this Section 3.3 during any calendar year shall be 105,800, which is subject to adjustment pursuant to Section 3.4. 

(b) Stock Options – Non-Employee Directors. The maximum number of shares of Stock, in the
aggregate, that may be subject to Stock Options granted to any one individual non-Employee Director under the Plan shall be 21,160, all of which may be granted during any calendar year and, in addition, all non-Employee Directors, in the aggregate, may not receive more than 126,960, all of which may be granted during any calendar year. Such maximum amounts represent five percent (5%) and thirty percent (30%),
respectively, of the maximum number of shares of Stock that may be delivered pursuant to Stock Options under Section 3.2. 

  
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 (c) Restricted Stock Awards and Restricted Stock Units –
Non-Employee Directors. The maximum number of shares of Stock, in the aggregate, that may be subject to Restricted Stock Awards or Restricted Stock Units granted to any one individual non-Employee Director under the Plan shall be 8,464, all of which may be granted during any calendar year and, in addition, all non-Employee Directors, in the aggregate, may
not receive more than 50,784, all of which may be granted during any calendar year. Such maximum amounts represent five percent (5%) and thirty percent (30%), respectively, of the maximum number of shares of Stock that may be issued as Restricted
Stock Awards or Restricted Stock Units. 
 (d) The aggregate number of shares available for grant under this Plan and the number of shares
subject to outstanding Awards, including the limit on the number of Awards available for grant under this Plan described in this Section 3.3, shall be subject to adjustment as provided in Section 3.4. 

Section 3.4 Corporate Transactions.

(a) General. In the event any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of shares of Stock or other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other
property), liquidation, dissolution, or other similar corporate transaction or event, affects the shares of Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants under the Plan and/or
under any Award granted under the Plan, then the Committee shall, in an equitable manner, adjust any or all of: (i) the number and kind of securities deemed to be available thereafter for grants of Stock Options, Restricted Stock Awards and
Restricted Stock Units in the aggregate to all Participants and individually to any one Participant; (ii) the number and kind of securities that may be delivered or deliverable in respect of outstanding Stock Options, Restricted Stock Awards
and Restricted Stock Units; and (iii) the Exercise Price of Stock Options. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Stock Options, Restricted Stock Awards and
Restricted Stock Units (including, without limitation, cancellation of Stock Options, Restricted Stock Awards and Restricted Stock Units in exchange for the in-the-money
value, if any, of the vested portion thereof, or substitution or exchange of Stock Options, Restricted Stock Awards and Restricted Stock Units using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence) affecting the Company or any parent or Subsidiary or the financial statements of the Company or any parent or Subsidiary, or in response to changes in applicable laws, regulations, or
accounting principles. Unless otherwise determined by the Committee, any such adjustment to an Award intended to qualify as “qualified performance-based compensation” shall conform to the requirements of Code Section 162(m) and the
regulations thereunder then in effect. 
 (b) Merger in which Company is Not Surviving Entity. In the event of any merger,
consolidation, or other business reorganization (including, but not limited to, a Change in Control) in which the Company is not the surviving entity, unless otherwise determined by the Committee at any time at or after grant and prior to the
consummation of such merger, consolidation or other business reorganization, any Stock Options granted under the Plan which remain outstanding shall be converted into Stock Options to purchase voting common equity securities of the business entity
which survives such merger, consolidation or other business reorganization having substantially the same terms and conditions as the outstanding Stock Options under this Plan and reflecting the same economic benefit (as measured by the difference
between the aggregate Exercise Price and the value exchanged for outstanding shares of Stock in such merger, consolidation or other business reorganization), all as determined by the Committee prior to the consummation of such merger; provided,
however, that the Committee may, at any time prior to the consummation of such merger, consolidation or other business reorganization, direct that all, but not less than all, outstanding Stock Options be canceled as of the effective date of such
merger, consolidation or other business reorganization in exchange for a cash payment per share of Stock equal to the excess (if any) of the value exchanged for an outstanding share of Stock in such merger, consolidation or other business
reorganization over the Exercise Price of the Stock Option being canceled. 

  
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 Section 3.5 Delivery of Shares. Delivery of shares
of Stock or other amounts under the Plan shall be subject to the following: 
 (a) Compliance with Applicable
Laws. Notwithstanding any other provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under the Plan unless such delivery or distribution complies
with all applicable laws (including, the requirements of the Securities Act), and the applicable requirements of any Exchange or similar entity. 

(b) Certificates. To the extent that the Plan provides for the issuance of shares of Stock, the issuance may be
effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any Exchange. 

ARTICLE 4 - CHANGE IN CONTROL 

Section 4.1 Consequence of a Change in Control. Subject to the provisions of Section 2.6
(relating to vesting and acceleration) and Section 3.4 (relating to the adjustment of shares), and except as otherwise provided in the Plan or as determined by the Committee and set forth in the terms of any Award Agreement or as set
forth in an employment, change in control or severance agreement entered into by and between the Company and/or the Bank and an Employee: 

(a) At the time of a Change in Control, all Stock Options then held by the Participant shall become fully earned and exercisable (subject to
the expiration provisions otherwise applicable to the Stock Option). 
 (b) At the time of a Change in Control, all Awards of Restricted
Stock described in Section 2.1(b) and Restricted Stock Units described in Section 2.1(c) shall become fully earned and vested immediately. Notwithstanding the above, any Awards, the vesting of which are based on satisfaction of
performance-based conditions will be vested as specified in subsection (c) hereof. 
 (c) In the event of a Change in Control, any
performance measure attached to an Award under the Plan shall be deemed satisfied as of the date of the Change in Control. 

Section 4.2 Definition of Change in Control. For purposes of this Agreement, the term “Change in
Control” shall mean the consummation by the Company or the Bank, in a single transaction or series of related transactions, of any of the following: 

(a) Merger: The Company or the Bank merges into or consolidates with another entity, or merges another bank or corporation into the
Company or the Bank, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before
the merger or consolidation; 
 (b) Acquisition of Significant Share Ownership: A person or persons acting in concert has or have
become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s Voting Securities; provided, however, this clause (b) shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares
held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding Voting Securities; 

(c) Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the
Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however,
that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders) by a vote of at least two-thirds (2/3) of the directors
who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period or who is appointed as a director as a result of a directive, supervisory
agreement or order issued by the primary federal regulator of the Company or the Bank or by the Federal Deposit Insurance Corporation shall be deemed to have also been a director at the beginning of such period; or 

(d) Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets. 

  
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 Notwithstanding the foregoing, in the event that an Award constitutes Deferred Compensation, and
the settlement of, or distribution of benefits under, such Award is to be triggered solely by a Change in Control, then with respect to such Award, a Change in Control shall be defined as required under Code Section 409A, as in effect at the
time of such transaction. 
 ARTICLE 5 - COMMITTEE 

Section 5.1 Administration. The Plan shall be administered by the members of the Compensation
Committee of the Company who are Disinterested Board Members. If the Committee consists of fewer than three Disinterested Board Members, then the Board shall appoint to the Committee such additional Disinterested Board Members as shall be necessary
to provide for a Committee consisting of at least three Disinterested Board Members. Any members of the Committee who do not qualify as Disinterested Board Members shall abstain from participating in any discussion or decision to make or administer
Awards that are made to Participants who at the time of consideration for such Award: (i) are persons subject to the short-swing profit rules of Section 16 of the Exchange Act, or (ii) are reasonably anticipated to be Covered
Employees during the term of the Award. Members of the Board who are eligible to serve on the Compensation Committee of the Company in accordance with the corporate governance statutes or listing requirements imposed by any national securities
exchange on which the Company lists, has listed or seeks to list its securities may, in its discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under
the Plan as if done or exercised by the Committee. 
 Section 5.2 Powers of Committee. The
administration of the Plan by the Committee shall be subject to the following: 
 (a) the Committee will have the authority and discretion to
select from among the Company’s and its Subsidiaries’ Employees and Directors those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the
Awards, to establish the terms, conditions, features (including automatic exercise in accordance with Section 7.18 hereof), performance criteria, restrictions (including without limitation, provisions relating to
non-competition, non-solicitation and confidentiality), and other provisions of such Awards (subject to the restrictions imposed by Article 6), to cancel or suspend
Awards issued with performance-based vesting conditions , to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an Award at any time after the grant of the Award or to extend the time period to exercise a Stock
Option, provided that such extension is consistent with Code Section 409A. 
 (b) The Committee will have the authority and discretion
to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan. 

(c) The Committee will have the authority to define terms not otherwise defined herein. 

(d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons. 

(e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner that conforms to the
charter and bylaws of the Company and applicable corporate law. 
 Section 5.3 Delegation by
Committee. Except to the extent prohibited by applicable law, the applicable rules of an Exchange upon which the Company lists its shares or the Plan, or as necessary to comply with the exemptive provisions of Rule 16b-3 promulgated under the Exchange Act or Code Section 162(m), the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any
part of its responsibilities and powers to any person or persons selected by it, including: (a) delegating to a committee of one or more members of the Board who are not “outside directors” within the meaning of Code
Section 162(m), the authority to grant Awards under the Plan to eligible persons who are not persons with respect to whom the Company wishes to comply with Code Section 162(m); or (b) delegating to a committee of one or more members
of the Board who are not “non-employee directors,” within the meaning of Rule 

  
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16b-3, the authority to grant Awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act; or
(c) delegating to a committee of one or more members of the Board who would be eligible to serve on the Compensation Committee of the Company pursuant to the listing requirements imposed by any national securities exchange on which the Company
lists, has listed or seeks to list its securities, the authority to grant awards under the Plan. The acts of such delegates shall be treated hereunder as acts of the Committee and such delegates shall report regularly to the Committee regarding
the delegated duties and responsibilities and any Awards so granted. Any such allocation or delegation may be revoked by the Committee at any time. 

Section 5.4 Information to be Furnished to Committee. As may be permitted by applicable law, the
Company and its Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and its Subsidiaries as to a Participant’s employment,
termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined by the Committee to be manifestly incorrect. Subject to applicable law, Participants and other persons entitled to
benefits under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. 

Section 5.5 Committee Action. The Committee shall hold such meetings, and may make such
administrative rules and regulations, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as
well as actions taken pursuant to the unanimous written consent of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Subject to Section 5.1, all actions of the Committee shall be
final and conclusive and shall be binding upon the Company, Participants and all other interested parties. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other
communication signed by a member of the Committee or by a representative of the Committee authorized to sign the same in its behalf. 

ARTICLE 6 - AMENDMENT AND TERMINATION 

Section 6.1 General. The Board may, as permitted by law, at any time, amend or terminate the
Plan, and may amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.7, Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a
Stock Option, or, in the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely impair the rights of any Participant or beneficiary under any Award
granted under the Plan prior to the date such amendment is adopted by the Board; provided, however, that, no amendment may: (i) materially increase the benefits accruing to Participants under the Plan; (ii) materially increase the
aggregate number of securities which may be issued under the Plan, other than pursuant to Section 3.4; or (iii) materially modify the requirements for participation in the Plan, unless the amendment under (i), (ii) or (iii) above is
approved by the Company’s stockholders. 
 Section 6.2 Amendment to Conform to Law and Accounting
Changes. Notwithstanding any provision in this Plan or any Award Agreement to the contrary, the Committee may amend the Plan or any Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the
purpose of: (i) conforming the Plan or the Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A); or (ii) avoiding an accounting treatment resulting
from an accounting pronouncement or interpretation thereof issued by the SEC or Financial Accounting Standards Board subsequent to the adoption of the Plan or the making of the Award affected thereby, which, in the sole discretion of the Committee,
may materially and adversely affect the financial condition or results of operations of the Company. By accepting an Award under this Plan, each Participant agrees and consents to any amendment made pursuant to this Section 6.2 or
Section 2.7 to any Award granted under the Plan without further consideration or action. 

  
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 ARTICLE 7 - GENERAL TERMS 

Section 7.1 No Implied Rights. 

(a) No Rights to Specific Assets. Neither a Participant nor any other person shall by reason of participation in the
Plan acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including any specific funds, assets, or other property which the Company or any Subsidiary, in its sole discretion, may set aside in
anticipation of a liability under the Plan. A Participant shall have only a contractual right to the shares of Stock or amounts, if any, payable or distributable under the Plan, unsecured by any assets of the Company or any Subsidiary, and
nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 

(b) No Contractual Right to Employment or Future Awards. The Plan does not constitute a contract of employment or
service, and selection as a Participant will not give any Participant the right to be retained in the employ of, or provided services to, the Company or any Subsidiary or any right or claim to any benefit under the Plan, unless such right or claim
has specifically accrued under the terms of the Plan. No individual shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to receive a future Award under the Plan. 

(c) No Rights as a Stockholder. Except as otherwise provided in the Plan or in the Award Agreement, no Award under the Plan shall confer
upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights. 

Section 7.2 Transferability. Except as otherwise so provided by the Committee, ISOs under the
Plan are not transferable except: (i) as designated by the Participant by will or by the laws of descent and distribution; (ii) to a trust established by the Participant, if under Code Section 671 and applicable state law, the
Participant is considered the sole beneficial owner of the Stock Option while held in trust; or (iii) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, in the case of a transfer within the
meaning of this subparagraph (iii), the Stock Option shall not qualify as an ISO as of the day of such transfer. The Committee shall have the discretion to permit the transfer of vested Stock Options (other than ISOs) under the Plan; provided,
however, that such transfers shall be limited to Immediate Family Members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and; provided, further, that
such transfers are not made for consideration to the Participant. 
 Awards of Restricted Stock shall not be transferable prior to the time
that such Awards vest in the Participant. A Restricted Stock Unit is not transferable, except in the event of death, prior to the time that the Restricted Stock Unit Award vests and is earned and the property in which the Restricted Stock Unit is
denominated is distributed to the Participant or the Participant’s Beneficiary. 
 Section 7.3
Designation of Beneficiaries. A Participant hereunder may file with the Company a written designation of a beneficiary or beneficiaries under this Plan and may from time to time revoke or amend any such designation
(“Beneficiary Designation”). Any designation of beneficiary under this Plan shall be controlling over any other disposition, testamentary or otherwise (unless such disposition is pursuant to a domestic relations order); provided,
however, that if the Committee is in doubt as to the entitlement of any such beneficiary to any Award, the Committee may determine to recognize only the legal representative of the Participant, in which case the Company, the Committee and the
members thereof shall not be under any further liability to anyone. 
 Section 7.4
Non-Exclusivity. Neither the adoption of this Plan by the Board nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the
Committee to adopt such other incentive arrangements as either may deem desirable, including, without limitation, the granting of Restricted Stock Awards, Restricted Stock Units or Stock Options otherwise than under the Plan or an arrangement that
is or is not intended to qualify under Code Section 162(m), and such arrangements may be either generally applicable or applicable only in specific cases. 

Section 7.5 Award Agreement. Each Award granted under the Plan shall be evidenced by an Award
Agreement signed by the Participant. A copy of the Award Agreement, in any medium chosen by the Committee, shall be provided (or made available electronically) to the Participant. 

Section 7.6 Form and Time of Elections/Notification Under Code
Section 83(b). Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits under the Plan, and any permitted modification or
revocation thereof, shall be filed with the Company at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, 

  
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as the Committee shall require. Notwithstanding anything herein to the contrary, the Committee may, on the date of grant or at a later date, as applicable, prohibit an individual from making an
election under Code Section 83(b). If the Committee has not prohibited an individual from making this election, an individual who makes this election shall notify the Committee of the election within ten (10) days of filing notice of the
election with the Internal Revenue Service. This requirement is in addition to any filing and notification required under the regulations issued under the authority of Code Section 83(b). 

Section 7.7 Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information upon which the person is acting considers pertinent and reliable, and signed, made or presented by the proper party or parties. 

Section 7.8 Tax Withholding. Where a Participant is entitled to receive shares of Stock upon the
vesting or exercise of an Award, the Company shall have the right to require such Participant to pay to the Company the amount of any tax that the Company is required to withhold with respect to such vesting or exercise, or, in lieu thereof, to
retain, or to sell without notice, a sufficient number of shares of Stock to cover the minimum amount required to be withheld. To the extent determined by the Committee and specified in an Award Agreement, a Participant shall have the right to
direct the Company to satisfy the minimum required federal, state and local tax withholding by: (i) with respect to a Stock Option, reducing the number of shares of Stock subject to the Stock Option (without issuance of such shares of Stock to
the Stock Option holder) by a number equal to the quotient of (a) the total minimum amount of required tax withholding divided by (b) the excess of the Fair Market Value of a share of Stock on the exercise date over the Exercise Price per
share of Stock; and (ii) with respect to Restricted Stock Awards and Restricted Stock Units, withholding a number of shares (based on the Fair Market Value on the vesting date) otherwise vesting that would satisfy the minimum amount of required
tax withholding. Provided there are no adverse accounting consequences to the Company (a requirement to have liability classification of an award under Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 is an
adverse consequence), a Participant who is not required to have taxes withheld may require the Company to withhold in accordance with the preceding sentence as if the Award were subject to minimum tax withholding requirements. 

Section 7.9 Action by Company or Subsidiary. Any action required or permitted to be taken by the
Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the Board (including a committee of the Board) who are duly authorized to act for the Board, or (except to the extent prohibited by
applicable law or applicable rules of the Exchange on which the Company lists its securities) by a duly authorized officer of the Company or such Subsidiary. 

Section 7.10 Successors. All obligations of the Company under the Plan shall be binding upon and
inure to the benefit of 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, stock, and/or assets of
the Company. 
 Section 7.11 Indemnification. To the fullest extent permitted by law and the
Company’s governing documents, each person who is or shall have been a member of the Committee, or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section 5.3, or an Employee of the Company,
shall be indemnified and held harmless by the Company against and from any loss (including amounts paid in settlement), cost, liability or expense (including reasonable attorneys’ fees) that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan and against and from any and all
amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an
opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability, or expense is a result of his or her own willful misconduct or except as
expressly provided by statute or regulation. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them or hold them harmless. The foregoing right to indemnification shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance
of its final disposition, 

  
 14 








 
provided, however, that, if required by applicable law, an advancement of expenses shall be made only upon delivery to the Company of an undertaking, by or on behalf of such persons to repay all
amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses. 

Section 7.12 No Fractional Shares. Unless otherwise permitted by the Committee, no fractional
shares of Stock shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto
shall be forfeited or otherwise eliminated by rounding down. 
 Section 7.13 Governing Law. The
Plan, all Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Florida without reference to principles of conflict of laws, except as superseded by
applicable federal law. The federal and state courts located in the State of Florida, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each
Participant and any other person claiming any rights under the Plan agrees to submit himself or herself and any legal action that the Participant brings under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of
any such disputes. 
 Section 7.14 Benefits Under Other Plans. Except as otherwise provided by
the Committee or as set forth in a Qualified Retirement Plan, Awards to a Participant (including the grant and the receipt of benefits) under the Plan shall be disregarded for purposes of determining the Participant’s benefits under, or
contributions to, any Qualified Retirement Plan, non-qualified plan and any other benefit plans maintained by the Participant’s employer. The term “Qualified Retirement Plan” means any plan of
the Company or a Subsidiary that is intended to be qualified under Code Section 401(a). 
 Section 7.15
Validity. If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such
illegal or invalid provision has never been included herein. 
 Section 7.16 Notice. Unless
otherwise provided in an Award Agreement, all written notices and all other written communications to the Company provided for in the Plan or in any Award Agreement, shall be delivered personally or sent by registered or certified mail, return
receipt requested, postage prepaid (provided that international mail shall be sent via overnight or two-day delivery), or sent by facsimile, email or prepaid overnight courier to the Company at its
principal executive office. Such notices, demands, claims and other communications shall be deemed given: 
 (a) in the case of delivery by
overnight service with guaranteed next day delivery, the next day or the day designated for delivery; 
 (b) in the case of certified or
registered U.S. mail, five days after deposit in the U.S. mail; or 
 (c) in the case of facsimile or email, the date upon which the
transmitting party received confirmation of receipt; provided, however, that in no event shall any such communications be deemed to be given later than the date they are actually received, provided they are actually received. 

In the event a communication is not received, it shall only be deemed received upon the showing of an original of the applicable receipt, registration or
confirmation from the applicable delivery service. Communications that are to be delivered by U.S. mail or by overnight service to the Company shall be directed to the attention of the Company’s Corporate Secretary, unless otherwise provided in
the Participant’s Award Agreement. 
 Section 7.17 Forfeiture Events. The Committee may specify
in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any
otherwise applicable vesting or performance conditions of an Award. Such events include, but are not limited to, termination of 

  
 15 








 
employment for cause, termination of the Participant’s provision of Services to the Company or any Subsidiary, violation of material Company or Subsidiary policies, breach of noncompetition,
confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct of the Participant that is detrimental to the business or reputation of the Company or any Subsidiary. 

Section 7.18 Automatic Exercise. In the sole discretion of the Committee exercised in accordance with
Section 5.2(a) above, any Stock Options that are exercisable but unexercised as of the day immediately before the tenth anniversary of the date of grant may be automatically exercised, in accordance with procedures established for this purpose
by the Committee, but only if the exercise price is less than the Fair Market Value of a share of Stock on such date and the automatic exercise will result in the issuance of at least one (1) whole share of Stock to the Participant after
payment of the exercise price and any applicable minimum tax withholding requirements. Payment of the exercise price and any applicable tax withholding requirements shall be made by a net settlement of the Stock Option whereby the number of shares
of Stock to be issued upon exercise are reduced by a number of shares having a Fair Market Value on the date of exercise equal to the exercise price and any applicable minimum tax withholding. 

Section 7.19 Regulatory Requirements. The grant and settlement of Awards under this Plan shall be
conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder. 

Section 7.20 Clawback Policy. If the Company is required to prepare an accounting restatement due to
the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any Participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act
of 2002 shall reimburse the Company the amount of any payment in settlement of an Award earned or accrued during the twelve month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document
embodying such financial reporting requirement. 
 In addition, Awards granted hereunder are subject to any clawback policy adopted by the
Board from time to time. 
 Section 7.21 Equity Retention Policy. Unless the Committee provides
otherwise, shares received upon the exercise of a Stock Option must be held by the Participant for at least one year following the exercise date, provided, however, that such requirement shall not apply to the disposition of Stock to pay the
Exercise Price or to satisfy any tax obligations related to the exercise of the Stock Option. 
 Unless the Committee provides otherwise,
Restricted Stock Awards, Restricted Stock Units and Performance Share Awards must be held by the Participant for at least one year following the vesting date of the Award, provided, however, that such requirement shall not apply to the disposition
of Stock to satisfy any tax obligations related to the vesting of the Award. 
 Notwithstanding the foregoing, unless the Committee provides
otherwise, the Participant shall not be subject to this Section 7.21 following the earlier of: (1) the Participant’s Termination of Service; or (2) a Change in Control. 

ARTICLE 8 - DEFINED TERMS; CONSTRUCTION 

Section 8.1 In addition to the other definitions contained herein, unless otherwise specifically provided in an
Award Agreement, the following definitions shall apply: 
 (a) “10% Stockholder” means an individual who, at the time of grant,
owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. 
 (b) “Award” means
any Stock Option, Restricted Stock, Restricted Stock Unit, Performance Award or any or all of them, or any other right or interest relating to stock or cash, granted to a Participant under the Plan. 

  
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 (c) “Award Agreement” means the document (in whatever medium prescribed by the
Committee) which evidences the terms and conditions of an Award under the Plan. Such document is referred to as an agreement, regardless of whether a Participant’s signature is required. 

(d) “Board” means the Board of Directors of the Company. 

(e) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that
provides a definition of termination for “Cause,” then, for purposes of this Plan, the term “Cause” shall have meaning set forth in such agreement. In the absence of such a definition, “Cause” means termination because
of a Participant’s personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, material breach of the Bank’s Code of Ethics, material violation of the Sarbanes-Oxley requirements for officers
of public companies that in the reasonable opinion of the Chief Executive Officer of the Bank or the Board will likely cause substantial financial harm or substantial injury to the reputation of the Bank, willfully engaging in actions that in the
reasonable opinion of the Board will likely cause substantial financial harm or substantial injury to the business reputation of the Bank, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than
routine traffic violations or similar offenses) or final cease-and-desist order, or material breach of any provision of the contract. 

(f) “Change in Control” has the meaning ascribed to it in Section 4.2. 

(g) “Code” means the Internal Revenue Code of 1986, as amended, and any rules, regulations and guidance promulgated thereunder, as
modified from time to time. 
 (h) “Code Section 409A” means the provisions of Section 409A of the Code and any rules,
regulations and guidance promulgated thereunder, as modified from time to time. 
 (i) “Committee” means the Committee acting under
Article 5. 
 (j) “Covered Employee” has the meaning given the term in Code Section 162(m), and shall also include any other
Employee who may become a Covered Employee before an Award vests, as the Committee may determine in its sole discretion. 
 (k)
“Director” means: (i) a member of the Board of Directors of the Company or a Subsidiary; or (ii) a member of an advisory board to the Board of Directors of the Company or Subsidiary. 

(l) If the Participant is subject to a written employment agreement (or other similar written agreement) with the Company or a Subsidiary that
provides a definition of “Disability” or “Disabled,” then, for purposes of this Plan, the terms “Disability” or “Disabled” shall have meaning set forth in such agreement. In the absence of such a definition,
“Disability” shall be defined in accordance with the Bank’s long-term disability plan, or in the absence of a long-term disability plan, in accordance with Code Section 409A. To the extent that an Award hereunder is subject to
Code Section 409A, “Disability” or “Disabled” shall mean that a Participant: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees. Except to the extent prohibited under
Code Section 409A, if applicable, the Committee shall have discretion to determine if a termination due to Disability has occurred. 

(m) “Disinterested Board Member” means a member of the Board who: (i) is not a current Employee of the Company or a Subsidiary;
(ii) is not a former employee of the Company or a Subsidiary who receives compensation for prior Services (other than benefits under a tax-qualified retirement plan) during the taxable year;
(iii) has not been an officer of the Company or a Subsidiary; (iv) does not receive compensation from the Company or a Subsidiary, either directly or indirectly, for services as a consultant or in any capacity other than as a Director
except in an amount for which disclosure would not be required pursuant to Item 404 of SEC Regulation S-K in 

  
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accordance with the proxy solicitation rules of the SEC, as amended or any successor provision thereto; and (v) does not possess an interest in any other transaction, and is not engaged in a
business relationship for which disclosure would be required pursuant to Item 404(a) of SEC Regulation S-K under the proxy solicitation rules of the SEC, as amended or any successor provision thereto. The term
Disinterested Board Member shall be interpreted in such manner as shall be necessary to conform to the requirements of Section 162(m) of the Code, Rule 16b-3 promulgated under the Exchange Act and the
corporate governance standards imposed on compensation committees under the listing requirements imposed by any Exchange on which the Company lists or seeks to list its securities. 

(n) “Dividend Equivalent Rights” means the right, associated with a Restricted Stock Unit, to receive a payment, in cash or stock, as
applicable, equal to the amount of dividends paid on a share of the Company’s Stock, as specified in the Award Agreement. 
 (o)
“Employee” means any person employed by the Company or any Subsidiary. Directors who are also employed by the Company or a Subsidiary shall be considered Employees under the Plan. 

(p) “Exchange” means any national securities exchange on which the Stock may from time to time be listed or traded. 

(q) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 

(r) “Exercise Price” means the price established with respect to a Stock Option pursuant to Section 2.2. 

(s) “Fair Market Value” on any date, means: (i) if the Stock is listed on an Exchange, the closing sales price on such Exchange
or over such system on such date or, in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported; or (ii) if the Stock is not listed on a securities exchange, “Fair
Market Value” shall mean a price determined by the Committee in good faith on the basis of objective criteria consistent with the requirements of Code Section 422 and applicable provisions of Section 409A. 

(t) A termination of employment by an Employee Participant shall be deemed a termination of employment for “Good Reason” as a
result of the Participant’s resignation from the employ of the Company or any Subsidiary upon the occurrence of any of the following events: 

(i) a material diminution in Participant’s base compensation; 

(ii) a material diminution in Participant’s authority, duties or responsibilities; 

(iii) a change in the geographic location at which Participant must perform his duties that is more than twenty-five
(25) miles from the location of Participant’s principal workplace on the date of this Agreement; or 
 (iv) in the
event a Participant is a party to an employment or change in control agreement that provides a definition for “Good Reason” or a substantially similar term, then the occurrence of any event set forth in such definition. 

(u) “Immediate Family Member” means with respect to any Participant: (i) any of the Participant’s children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouses, former spouses, siblings, nieces, nephews, mothers-in-law, fathers-in-law, sons-in-law, daughters-in-law, brothers-in-law or sisters-in-law, including relationships created by adoption; (ii) any
natural person sharing the Participant’s household (other than as a tenant or employee, directly or indirectly, of the Participant); (iii) a trust in which any combination of the Participant and persons described in section (i) and (ii)
above own more than fifty percent (50%) of the beneficial interests; (iv) a foundation in which any combination of the Participant and persons described in sections (i) and (ii) above control management of the assets; or (v) any other
corporation, partnership, limited liability company or other entity in which any combination of the Participant and persons described in sections (i) and (ii) above control more than fifty percent (50%) of the voting interests. 

  
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 (v) “Involuntary Termination” means the Termination of Service of a Participant by the
Company or Subsidiary (other than termination for Cause) or termination of employment by an Employee Participant for Good Reason. 
 (w)
“ISO” has the meaning ascribed to it in Section 2.1(a). 
 (x) “Non-Qualified
Option” means the right to purchase shares of Stock that is either: (i) granted to a Participant who is not an Employee; or (ii) granted to an Employee and either is not designated by the Committee to be an ISO or does not satisfy the
requirements of Section 422 of the Code. 
 (y) “Participant” means any individual who has received, and currently holds, an
outstanding Award under the Plan. 
 (z) “Performance Award” has the meaning ascribed to it in Sections 2.1(d) and 2.5. 

(aa) “Restricted Stock” or “Restricted Stock Award” has the meaning ascribed to it in Sections 2.1(b) and 2.3.

(bb) “Restricted Stock Unit” has the meaning ascribed to it in Sections 2.1(c) and 2.4. 

(cc) “Restriction Period” has the meaning set forth in Section 2.4(b)(iii). 

(dd) “Retirement” means, unless otherwise specified in an Award Agreement, retirement from employment as an Employee on or after the
attainment of age 65, or Termination of Service as a Director on or after the attainment of the latest age at which a Director is eligible for election or appointment as a voting member of the Employer’s Board of Directors under the
Employer’s charter, or if there are no age limitations for serving as a Director, then age 70, provided, however, that unless otherwise specified in an Award Agreement, an Employee who is also a Director shall not be deemed to have
terminated due to Retirement for purposes of vesting of Awards and exercise of Stock Options until both Service as an Employee and Service as a Director has ceased. A non-Employee Director will be deemed to
have terminated due to Retirement under the provisions of this Plan only if the non-Employee Director has terminated Service on the Board(s) of Directors of the Company and any Subsidiary or affiliate in
accordance with applicable Company policy, following the provision of written notice to such Board(s) of Directors of the non-Employee Director’s intention to retire. A
non-employee Director who continues in Service as a director emeritus or advisory director shall be deemed to be in Service of the Employer for purposes of vesting of Awards and exercise of Stock Options. 

(ee) “SEC” means the United States Securities and Exchange Commission. 

(ff) “Securities Act” means the Securities Act of 1933, as amended from time to time. 

(gg) “Service” means service as an Employee or non-employee Director of the Company or a
Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director. Service shall not be deemed interrupted in the case of sick leave, military leave or any other absence approved by the Company or a Subsidiary, in
the case of transferees between payroll locations or between the Company, a Subsidiary or a successor. 
 (hh) “Stock” means the
common stock of the Company, $0.01 par value per share. 
 (ii) “Stock Option” has the meaning ascribed to it in
Section 2.1(a) and 2.2. 
 (jj) “Subsidiary” means any corporation, affiliate, bank or other entity which would be a
subsidiary corporation with respect to the Company as defined in Code Section 424(f) and, other than with respect to an ISO, shall also mean any partnership or joint venture in which the Company and/or other Subsidiary owns more than 50% of the
capital or profits interests. 

  
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 (kk) “Termination of Service” means the first day occurring on or after a grant date on
which the Participant ceases to be an Employee or Director (including a director emeritus or advisory director) of the Company or any Subsidiary, regardless of the reason for such cessation, subject to the following: 

(i) The Participant’s cessation as an Employee shall not be deemed to occur by reason of the transfer of the Participant
between the Company and a Subsidiary or between two Subsidiaries. 
 (ii) The Participant’s cessation as an Employee
shall not be deemed to occur by reason of the Participant’s being on a bona fide leave of absence from the Company or a Subsidiary approved by the Company or Subsidiary otherwise receiving the Participant’s Services, provided such leave of
absence does not exceed six months, or if longer, so long as the Employee retains a right to reemployment with the Company or Subsidiary under an applicable statute or by contract. For these purposes, a leave of absence constitutes a bona fide leave
of absence only if there is a reasonable expectation that the Employee will return to perform Services for the Company or Subsidiary. If the period of leave exceeds six months and the Employee does not retain a right to reemployment under an
applicable statute or by contract, the employment relationship is deemed to terminate on the first day immediately following such six month period. For purposes of this sub-section, to the extent applicable,
an Employee’s leave of absence shall be interpreted by the Committee in a manner consistent with Treasury Regulation Section 1.409A-1(h)(1). 

(iii) If, as a result of a sale or other transaction, the Subsidiary for whom Participant is employed (or to whom the
Participant is providing Services) ceases to be a Subsidiary, and the Participant is not, following the transaction, an Employee of the Company or an entity that is then a Subsidiary, then the occurrence of such transaction shall be treated as the
Participant’s Termination of Service caused by the Participant being discharged by the entity for whom the Participant is employed or to whom the Participant is providing Services. 

(iv) Except to the extent Section 409A of the Code may be applicable to an Award, and subject to the foregoing paragraphs
of this sub-section, the Committee shall have discretion to determine if a Termination of Service has occurred and the date on which it occurred. In the event that any Award under the Plan constitutes
Deferred Compensation (as defined in Section 2.7 hereof), the term Termination of Service shall be interpreted by the Committee in a manner consistent with the definition of “Separation from Service” as defined under Code
Section 409A and under Treasury Regulation Section 1.409A-1(h)(ii). For purposes of this Plan, a “Separation from Service” shall have occurred if the Bank and Participant reasonably
anticipate that no further Services will be performed by the Participant after the date of the Termination of Service (whether as an employee or as an independent contractor) or the level of further Services performed will be less than 50% of the
average level of bona fide Services in the 36 months immediately preceding the Termination of Service. If a Participant is a “Specified Employee,” as defined in Code Section 409A and any payment to be made hereunder shall be
determined to be subject to Code Section 409A, then if required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month
following Participant’s Separation from Service. 
 (v) With respect to a Participant who is a director, cessation as a
Director will not be deemed to have occurred if the Participant continues as a director emeritus or advisory director. With respect to a Participant who is both an Employee and a Director, termination of employment as an Employee shall not
constitute a Termination of Service for purposes of the Plan so long as the Participant continues to provide Service as a Director or director emeritus or advisory director. 

(ll) “Voting Securities” means any securities which ordinarily possess the power to vote in the election of directors without the
happening of any pre-condition or contingency. 

  
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 Section 8.2 In this Plan, unless otherwise stated or the context
otherwise requires, the following uses apply: 
 (a) actions permitted under this Plan may be taken at any time and from time to time in the
actor’s reasonable discretion; 
 (b) references to a statute shall refer to the statute and any successor statute, and to all
regulations promulgated under or implementing the statute or its successor, as in effect at the relevant time; 
 (c) in computing periods
from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until” and “ending on” (and the like)
mean “to, but excluding”; 
 (d) references to a governmental or quasi-governmental agency, authority or instrumentality shall also
refer to a regulatory body that succeeds to the functions of the agency, authority or instrumentality; 
 (e) “indications of time of
day mean Eastern Time; 
 (f) “including” means “including, but not limited to”; 

(g) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Plan unless otherwise specified;

 (h) all words used in this Plan will be construed to be of such gender or number as the circumstances and context require; 

(i) the captions and headings of articles, sections, schedules and exhibits appearing in or attached to this Plan have been inserted solely for
convenience of reference and shall not be considered a part of this Plan nor shall any of them affect the meaning or interpretation of this Plan or any of its provisions; 

(j) any reference to a document or set of documents in this Plan, and the rights and obligations of the parties under any such documents, shall
mean such document or documents as amended from time to time, and any and all modifications, extensions, renewals, substitutions or replacements thereof; and 

(k) all accounting terms not specifically defined herein shall be construed in accordance with GAAP. 

  
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 AMENDMENT NO. 1 

TO THE SUNSHINE BANCORP, INC. 

2015 EQUITY INCENTIVE PLAN 

THIS AMENDMENT NO. 1 TO THE SUNSHINE BANCORP, INC. 2015 EQUITY INCENTIVE PLAN (this “Amendment”) is made and adopted as of
September 28, 2016 by Sunshine Bancorp, Inc., a Maryland corporation (the “Company”). All defined terms used in this Amendment shall have the meaning used in the Plan (as defined below), unless otherwise defined in this
Amendment 
 WHEREAS, the Board of Directors of the Company has adopted and the stockholders of the Company have approved the Sunshine
Bancorp, Inc. 2015 Equity Incentive Plan (the “Plan”); and 
 WHEREAS, pursuant to Section 6.1 of the Plan, the Plan
may be amended by the Board at any time and from time to time with the approval of the Board, provided that approval by the stockholders of the Company is required for any amendment to the Plan that materially increases the
aggregate number of securities which may be issued under the Plan (other than certain adjustments under the Plan); and 
 NOW, THEREFORE,
the Plan shall be amended as follows: 
 1. All defined terms used in this Amendment shall have the meaning used in the Plan unless otherwise
defined in this Amendment. 
 2. Section 3.2(a) of the Plan is hereby deleted in its entirety and the following substituted in lieu
thereof: 
 “(a) Share Reserve. Subject to the following provisions of this Section 3.2, the
maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under the Plan shall be equal to 742,480 shares of Stock (all of which may be issued upon the exercise of ISOs). The aggregate number of shares available
for grant under this Plan and the number of shares of Stock subject to outstanding awards shall be subject to adjustment as provided in Section 3.4.” 

3. Section 3.3(b) of the Plan is hereby deleted in its entirety and the following substituted in lieu thereof: 

“(b) Stock Options—Non-Employee Directors. The maximum number of
shares of Stock, in the aggregate, that may be subject to Stock Options granted to any one individual non-Employee Director under the Plan shall be 26,450, all of which may be granted during any calendar year
and, in addition, all non-Employee Directors, in the aggregate, may not receive more than 158,700, all of which may be granted during any calendar year.” 

4. Section 3.3(c) of the Plan is hereby deleted in its entirety and the following substituted in lieu thereof: 

“(c) Restricted Stock Awards and Restricted Stock
Units—Non-Employee Directors. The maximum number of shares of Stock, in the aggregate, that may be subject to Restricted Stock Awards or Restricted Stock Units granted to any one individual non-Employee Director under the Plan shall be 10,580, all of which may be granted during any calendar year and, in addition, all non-Employee Directors, in the aggregate, may
not receive more than 63,480, all of which may be granted during any calendar year.” 
 5. Section 3.4 of the Plan is hereby
amended to insert the following as Section 3.4(c): 
 “(c) Issuance or Assumption. Notwithstanding
any other provision of this Plan, and without affecting the number of shares of Stock otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Committee
may authorize the issuance or assumption of Awards under this Plan upon such terms and conditions as it may deem appropriate, subject to the listing requirements of any principal securities exchange or market on which the shares of Stock are then
traded.” 

  
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 6. Except as herein amended, the terms and provisions of the Plan shall remain in full force and
effect as originally adopted and approved. 
 [Signature Page Follows] 

  
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 The undersigned, being the President and Chief Executive Officer of Sunshine Bancorp, Inc. hereby
certifies that the foregoing is a true and correct copy of the Amendment, as adopted by the Board of Directors on July 27, 2016, and as adopted by the stockholders on September 28, 2016. 

 

			
	 SUNSHINE BANCORP, INC.

		
	By:	 	 /s/ Andrew S. Samuel

	 Name: Andrew S. Samuel

	 Title: President and Chief Executive Officer




  
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