EX-10.7



 EXHIBIT 10.7 

FORM OF 

DIRECTOR/OFFICER INDEMNIFICATION AGREEMENT 

Indemnification Agreement (this “Agreement”), dated as of
                    , 20     between CU Bancorp, a California corporation (the “Company”), and
                     (“Indemnitee”). 

RECITALS 
 A. Indemnitee is a
director and/or officer of the Company and in such capacity is performing valuable services to the Company. 
 B. Competent and experienced
persons are reluctant to serve or to continue to serve as directors and officers of corporations or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims against them
arising out of their service and activities on behalf of the corporation. 
 C. The Board of Directors of the Company (the “Board of
Directors”) has determined that the continuation of present trends in litigation will make it more difficult to attract and retain competent and experienced persons to serve as directors and officers of the Company, that this situation is
detrimental to the best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased certainty of adequate protection in the future. 

D. Indemnitee’s willingness to continue to serve in such capacity is predicated, in substantial part, upon the Company’s willingness
to indemnify him or her to the fullest extent permitted by the laws of the State of California and upon the other undertakings set forth in this Agreement. 

E. The Company’s Articles of Incorporation (“Articles”) and Bylaws (“Bylaws”), provide for the
indemnification of the directors of the Company to the fullest extent permitted by applicable law, including the California Corporations Code (“CCC”). 

F. The Bylaws and the CCC specifically provide that they are not exclusive and thereby contemplate that contracts may be entered into between
the Company and the members of the Board of Directors and its officers with respect to indemnification of such directors and officers. 
 G.
This Agreement is a supplement to and in furtherance of the Articles and Bylaws, and the CCC, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee there under. 

  
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 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree
as follows: 
 ARTICLE 1 

CERTAIN DEFINITIONS 
 (A)
As used in this Agreement: 
 “agent” shall mean any person who is or was a director, officer, or employee of the Company
or a subsidiary of the Company or other person authorized by the Company to act for the Company or California United Bank, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another
corporation, partnership, limited liability company, joint venture, trust or other Enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company or California United Bank. 

“Change in Control” shall be deemed to have occurred upon the earliest to occur after the date of this Agreement of any of
the following events: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or
form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have
become, without prior approval of the Board, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the
Company’s then outstanding voting securities (provided that as used in this clause (ii), the term “person” shall exclude the Company, a trustee or other fiduciary holding securities under an employee benefit plan of the Company, and
any corporation or other entity owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company); (iii) the effective date of a merger or consolidation of the
Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving or resulting entity) more than 51% of the combined voting power of the voting securities of the surviving or resulting entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the board of directors or other governing body of such surviving or resulting entity; (iv) all or substantially all the assets of the Company are sold or otherwise disposed of in a transaction or
series of related transactions (including by the sale of the capital stock or merger of a subsidiary of the Company); (v) the approval by the shareholders of the Company of a complete liquidation of the Company or the sale or other disposition
of all or substantially all of the assets of the Company; or (vi) the individuals who on the date hereof constitute the Board (including, for this purpose, any new director whose election or nomination for election by the Company’s
shareholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date hereof or whose election or nomination was so approved) cease for any reason to constitute at least a majority of the
members of the Board of Directors. 
 “Company” includes CU Bancorp, California United Bank, any subsidiary of either. 

“Corporate Status” means the status of an agent. 

“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which
indemnification or advancement of expenses is sought by Indemnitee. 
 “Enterprise” means the Company, California United
Bank and any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other person or enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent
or fiduciary. 

  
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 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Expenses” means all costs and expenses (including, without limitation, fees and expenses of counsel, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and any federal, state, local or foreign taxes imposed on Indemnitee as a result of
the actual or deemed receipt of any payments under this Agreement) incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a
Proceeding, or in connection with seeking indemnification under this Agreement. Expenses shall include Expenses incurred in connection with any appeal resulting from any Proceeding including, without limitation, the premium, security for and other
costs relating to any cost bond, supersedes bond or other appeal bond or its equivalent. 
 “Independent Counsel” means a
law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment has been, retained to represent (i) the Company or Indemnitee in any
matter material to either such party or (ii) any other party to the Proceeding giving rise to a claim for indemnification or advancement of expenses hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. 
 “Liabilities” means all judgments, fines (including any excise taxes assessed with respect to any employee
benefit plan), penalties and amounts paid in settlement and other liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of any such amounts) arising out of or in connection with any
Proceeding or any claim, issue or matter therein; provided that Liabilities shall not include any Expenses. 
 “person”
means an individual, corporation, partnership, limited liability company, association, trust, natural person or any other entity or organization. 

“Proceeding” includes any threatened, pending or completed action, suit or other proceeding (which shall include an
arbitration or other alternate dispute resolution mechanism or an inquiry, investigation or administrative hearing), whether civil, criminal, administrative or investigative (whether formal or informal) in nature (including any appeal therefrom) and
whether instituted by or on behalf of the Company or any other party, in any such case, in which Indemnitee was, is or may be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee or by
reason of any action taken (or failure to act) by Indemnitee or on Indemnitee’s part while serving in any Corporate Status (in each case, whether or not serving in such capacity at the time any liability or expense is incurred for which
indemnification or advancement of expenses can be provided under this Agreement), or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding. 

(B) For the purposes of this Agreement: 

References to the “Company” shall include, in addition to the surviving or resulting corporation in any merger or
consolidation, any constituent corporation (including any constituent of a constituent) absorbed in a merger or consolidation which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers,
employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another
entity, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the surviving or resulting corporation as Indemnitee would have with respect to such constituent corporation if its separate existence
had continued. 
 References to “director, officer, employee or agent” shall include, but not be limited to, a trustee,
general partner, managing member, fiduciary or board of directors’ committee member. 

  
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 References to “serving at the request of the Company” shall include, but not be
limited to, any service as a director, officer, employee or agent of the Company or any other entity which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries, including as a deemed fiduciary thereto. 
 ARTICLE 2 

SERVICES BY INDEMNITEE; APPLICABILITY TO EARLIER ACTS 

Section 2.1 Services By Indemnitee. Indemnitee hereby agrees to serve or continue to serve as a director and/or officer of the
Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed or his or her employment is terminated. This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries or any Enterprise) and Indemnitee. This Agreement shall continue in force after Indemnitee has ceased to serve as a director/officer of the Company in accordance with its terms. 

Section 2.2 Applicability to Earlier Acts. This Agreement shall be effective as of the date set forth on the first page, and this
Agreement applies to any Liabilities, that occurred prior to or after such date if Indemnitee was an officer, director, employee or agent of Company, or was serving at the request of Company as a director, officer, employee or agent for another
Enterprise, at the time such Liabilities occurred. 
 ARTICLE 3 

INDEMNIFICATION 

Section 3.1 General. Except as otherwise provided in this Article 3, if Indemnitee was, is or becomes a party
to, or was or is threatened to be made a party to, or was or is otherwise involved in, any Proceeding, the Company will indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law and regulation, as the same exists or
may hereafter be amended, interpreted or replaced (but in the case of any such amendment, interpretation or replacement, only to the extent that such amendment, interpretation or replacement permits the Company to provide broader indemnification
rights than were permitted prior thereto), against any and all Expenses and Liabilities, and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement, that are paid or
incurred by Indemnitee in connection with such Proceeding. For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by law” will include to the fullest extent permitted by the CCC as in effect on
the date of this Agreement, the fullest extent authorized or permitted by any amendments to or replacements of the CCC adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors,
and any applicable Federal or state banking law, statute rule or regulation. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute,
including, without limitation, any indemnification provided by the Company’s articles of incorporation, Bylaws, vote of its shareholders or disinterested directors or applicable law. 

Section 3.2 Indemnification of Successful Party. To the extent that Indemnitee is a party to (or a participant in) and is
successful, on the merits or otherwise, in the defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If
Indemnitee is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in any Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in
connection with each successfully resolved claim, issue or matter and any claim, issue or matter related to each such successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 3.2
and without limitation, the termination of any Proceeding or any claim, issue or matter in a Proceeding by dismissal, settlement or plea of nolo contendre with or without prejudice, shall be deemed to be a successful result as to such Proceeding,
claim, issue or matter. 
 Section 3.3 Indemnification for Expenses of a Witness. Notwithstanding any other provision of this
Agreement, to the extent that indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, the Company will indemnify Indemnitee against all Expenses paid or incurred by Indemnitee on his
or her behalf in connection therewith. 

  
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 Section 3.4 Exclusions. Notwithstanding any provision of this Agreement to the
contrary, the Company shall not be obligated under this Agreement to indemnify in connection with: 
 (a) Any claim made against Indemnitee
for reimbursement to the Company of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company in each case as required under the Exchange Act (including any
such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) or the payment to the Company of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act); 
 (b) For an accounting of
profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or any similar successor statute, provided that the foregoing shall not relieve
the Company of its obligations to provide for advance of Expenses in accordance with Section 4.1 unless the party making the determination of entitlement to indemnification pursuant to Article 5 of this Agreement reasonably
determines that Indemnitee clearly violated Section 16(b) and must disgorge the profits to the corporation. Notwithstanding anything to the contrary stated or implied in this Section 3.4(b), indemnification pursuant to this
Agreement relating to any Proceeding against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions
of any federal, state or local laws shall not be prohibited if Indemnitee ultimately establishes in any Proceeding that no recovery of such profits from Indemnitee is permitted under Section 16(b) of the Exchange Act or similar provisions of
any federal, state or local laws. 
 (c) Except as contemplated by Section 6.2, any action, suit or other Proceeding (or part
thereof) initiated by Indemnitee (including any such action, suit or other proceeding (or part thereof) initiated by Indemnitee against the Company or its directors, officers, employees, agents or other indemnitees), unless (i) the Board of
Directors authorized the action, suit or other proceeding (or part thereof) prior to its initiation; (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or
(iii) unless the Proceeding is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control); or 

(d) Any claim, issue or matter in a Proceeding by or in the right of the Company to procure a judgment in its favor as to which Indemnitee
shall have been adjudged to be liable to the Company unless and only to the extent the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the court shall determine. 
 (e) Any claim made
against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity
provision. 
 (f) Any claim, issue or matter, any action, suit, administrative action or Proceeding (or part thereof) as to which indemnify
is prohibited under any applicable federal or state banking or other law, statute or regulations or by written notice from a federal or state banking agency with enforcement authority over the Company, but only to the extent of such specific
prohibition. 
 ARTICLE 4 

ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS 

Section 4.1 Advances. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance, to the extent
not prohibited by law, any Expenses incurred by Indemnitee or on Indemnitee’s behalf 

  
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in connection with a Proceeding within 30 days after receipt by the Company of a written request for advancement of expenses, which request may be delivered to the Company at such time and from
time to time (whether prior to or after final disposition of any such Proceeding). Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to
indemnification under this Agreement, the Articles, or Bylaws, or applicable laws. Any such advances shall be made on an unsecured basis and be interest free. Advances shall include any and all reasonable Expenses incurred pursuing an action to
enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. This Section 4.1 shall not apply to any claim made by Indemnitee for which indemnity is
excluded pursuant to Section 3.4 of this Agreement. The Company’s obligations under this Section 4.1 shall continue until final disposition of any Proceeding, including any appeal. 

Section 4.2 Repayment of Advances or Other Expenses. Indemnitee agrees that Indemnitee shall reimburse the Company for all amounts
advanced by the Company pursuant to Section 4.1 if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company for such Expenses. Notwithstanding the foregoing, if Indemnitee seeks a judicial adjudication
or an arbitration pursuant to Section 6.1(a), Indemnitee shall not be required to reimburse the Company pursuant to this Section 4.2 until a final determination (as to which all rights of appeal have been exhausted or lapsed)
has been made. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without
interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. 

ARTICLE 5 
 PROCEDURES FOR
NOTIFICATION OF AND DETERMINATION 
 OF ENTITLEMENT TO INDEMNIFICATION 

Section 5.1 Request For Indemnification. 

(a) Indemnitee shall notify the Company in writing as soon as reasonably practicable (i) after being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or (ii) if the Company has not been previously notified, after receipt of written notice of any other matter with respect to which Indemnitee intends to
seek indemnification or advancement of expenses under Section 3.1 and Section 4.1. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding.
The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee under this Agreement except and only to the extent the Company can establish that such omission to notify resulted in
actual material prejudice to the Company. 
 (b) Subject to Section 5.2(e), Indemnitee may thereafter deliver to the Company a written
request for indemnification pursuant to this Agreement at such time and from time to time as Indemnitee deems appropriate in his or her sole discretion, which request shall also be deemed a request for advancement of expenses under
Section 4.1. 
 Section 5.2 Determination of Right to Indemnification. 

(a) Upon written request for indemnification by Indemnitee with respect to a Proceeding, a determination (if required by applicable law) shall
be made with respect to Indemnitee’s entitlement thereto within 60 days after receipt by the Company of the written request. If a Change in Control shall not have occurred, such determination shall be made (i) by a majority vote of a
quorum consisting of the Disinterested Directors, (ii) if there is no quorum of Disinterested Director or the Disinterested Directors so direct, by Independent Counsel or (iii) if so directed by the Board, by the shareholders of the
Company. If a Change in Control shall have occurred, such determination shall be made by Independent Counsel. Any determination made by Independent Counsel pursuant to this Section 5.2(a) shall be in the form of a written opinion to the
Board, a copy of which shall be delivered to Indemnitee. Indemnitee shall reasonably cooperate with the person or persons making such determination including providing to such person or persons upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and 

  
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reasonably necessary to such determination. Any costs or expenses (including fees and expenses of counsel) incurred by Indemnitee in so cooperating with the person or persons making such
determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification), and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. 

(b) If the determination is to be made by Independent Counsel, such Independent Counsel shall be selected as provided in this
Section 5.2(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent
Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence
shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either case, the party receiving the notice may, within 10 days after receipt thereof, deliver to the other
a written objection to such selection; provided that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Article 1 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a proper and timely objection is made, the
counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction (or, at Indemnitee’s option pursuant to Section 6.1, an arbitration) has determined that such
objection is without merit. If, within 20 days after receipt by the Company of a request for indemnification pursuant to Section 5.1(b), no Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition a court of competent jurisdiction (or, at Indemnitee’s option pursuant to Section 6.1, an arbitration) for resolution of any objection which shall have been made to the selection of Independent Counsel and/or
for the appointment of another person as Independent Counsel, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. The Company agrees to pay the reasonable fees and expenses
of any Independent Counsel appointed pursuant to this Section and to indemnify such person against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto except for gross
negligence or willful misconduct. 
 (c) The person, persons or entity chosen to make a determination under this Agreement of the
Indemnitee’s entitlement to indemnification will act reasonably and in good faith in making such determination. Nothing in this Agreement shall require any determination of entitlement to indemnification to be made prior to the final
disposition of any Proceeding. 
 (d) If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made within 10 days after such determination. 
 (e) Indemnitee will be required to submit any request for Indemnification pursuant to this
Article 5 within a reasonable time, not to exceed 2 years, after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere (or its equivalent) or other full or partial final
determination or disposition of the Proceeding (with the latest date of the occurrence of any such event to be considered the commencement of the two year period). 

Section 5.3 Presumptions and Burdens of Proof; Effect of Certain Proceedings. 

(a) In making any determination as to Indemnitee’s entitlement to indemnification hereunder, Indemnitee shall, to the fullest extent not
prohibited by law, be entitled to a presumption that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.1, and anyone seeking to overcome
this presumption shall, to the fullest extent not prohibited by law, have the burden of proof and of persuasion to overcome that presumption. If making a determination with respect to entitlement to indemnification hereunder which under this
Agreement, the Articles, Bylaws or applicable law requires a determination of Indemnitee’s good faith and/or whether Indemnitee acted in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company,
the person, persons or entity making such determination will presume that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to
overcome this presumption will have the burden of proof and of persuasion. 

  
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 (b) The termination of any Proceeding or of any claim, issue or matter therein by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that Indemnitee did not satisfy any applicable standard of conduct or have any particular belief or that a court has
determined that indemnification is not permitted by this Agreement or applicable law. 
 (c) For purposes of any determination of good
faith, to the fullest extent permitted by law, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, as applicable, including financial statements, or on
information supplied to Indemnitee by the officers of such entity in the course of their duties, or on the advice of legal counsel for such entity or on information or records given or reports made to such entity by an independent certified public
accountant, appraiser or other expert selected with reasonable care by such entity. The provisions of this Section 5.3(c) shall not be deemed to be exclusive or to limit in any way other circumstances in which Indemnitee may be deemed or
found to have met any applicable standard of conduct to be indemnified pursuant to this Agreement. 
 (d) The knowledge or actions or
failure to act of any director, officer, employee or agent of the Enterprise other than Indemnitee shall not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement. 

(e) If a determination as to Indemnitee’s entitlement to indemnification shall not have been made pursuant to this Agreement within 60
days after the Company’s receipt of Indemnitee’s notice of request for indemnification as provided in Section 5.2(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by
law, be deemed to have been made in favor of Indemnitee, and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement of a material fact in the information provided by Indemnitee pursuant to Section 5.1(b) and
Section 5.2(a) or an omission of a material fact necessary in order to make the information provided not misleading, or (ii) a prohibition of such indemnification under applicable law; provided that such 60-day period may be
extended for a reasonable time, not to exceed an additional 30 days, if the person or persons making the determination in good faith requires such additional time to obtain or evaluate any documentation or information relating thereto. Provided,
further, that the foregoing provisions of this Section 5.3(e) shall not apply (i) if the determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 5.2(a) of this Agreement and
if (A) within 15 days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the shareholders for their consideration at an annual meeting thereof to be held within
75 days after such receipt and such determination is made thereat, or (B) a special meeting of shareholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within
60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5.2(b) of this Agreement. 

ARTICLE 6 
 REMEDIES OF
INDEMNITEE 
 Section 6.1 Adjudication or Arbitration. 

(a) Indemnitee shall be entitled to an adjudication (by a court of competent jurisdiction or, at Indemnitee’s option, through an
arbitration conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association) of any determination pursuant to Section 5.2 that Indemnitee is not entitled to indemnification under this
Agreement, or of any determination that Indemnitee is not entitled to advancement of Expenses pursuant to Article 4. Any such adjudication shall be conducted in all respects as de novo trial or arbitration on the merits, and
any prior adverse determination shall not be referred to or introduced into evidence, create a presumption that Indemnitee is not entitled to indemnification or advancement of Expenses, be a defense or otherwise adversely affect Indemnitee. In any
such judicial proceeding or arbitration, the provisions of Section 5.3 (including the presumption in favor of Indemnitee and the burdens on the Company) shall apply. 

(b) Indemnitee shall also be entitled to adjudication (by a court of competent jurisdiction or, at Indemnitee’s option, through
arbitration as described above) of any other disputes under this Agreement, including as provided in Section 10.12. 

  
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 (c) If a determination shall have been made pursuant to Section 5.2 that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.1, absent a misstatement of a material fact in the information provided by
Indemnitee pursuant to Section 5.1 and Section 5.2(a) or an omission of a material fact necessary in order to make the information provided not misleading, or a prohibition of such indemnification under applicable law. 

(d) In connection with any judicial proceeding or arbitration commenced pursuant to this Section 6.1, the Company shall, to the
fullest extent not prohibited by law, not oppose Indemnitee’s right to seek such adjudication, shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding or enforceable and shall stipulate in
any such court or before any such arbitrator that the Company is bound by all of the provisions of this Agreement. 
 Section 6.2
Expenses if Indemnitee Seeks Adjudication. In the event that Indemnitee, pursuant to this Article 6, seeks a judicial adjudication or arbitration of his or her rights under, or to recover damages for breach of, this Agreement, any
other agreement for indemnification, the indemnification or advancement of expenses provisions in the Articles or By-laws, payment of Expenses in advance or contribution hereunder or to recover under any director and officer liability insurance
policies maintained by the Company, the Company will, to the fullest extent permitted by law, indemnify and hold harmless Indemnitee against any and all Expenses which are paid or incurred by Indemnitee in connection with such judicial adjudication
or arbitration, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, payment of Expenses in advance or contribution or insurance recovery. In addition, if requested by Indemnitee, the Company will (within
5 days after receipt by the Company of the written request therefor), advance such as Expense, to the fullest extent permitted by law. 

ARTICLE 7 
 DIRECTORS’ AND
OFFICERS’ LIABILITY INSURANCE 
 Section 7.1 Company Insurance. Subject to Section 7.3, for the duration of
Indemnitee’s service as a director and/or officer of the Company, and thereafter for so long as Indemnitee shall be subject to any pending or possible Proceeding, the Company shall use commercially reasonable efforts (taking into account the
scope and amount of coverage available relative to the cost thereof) to cause to be maintained in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the Company that is at
least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’ liability insurance as of the date of this Agreement. The minimum AM Best rating for the insurance
carriers of such insurance carrier shall be not less than A-VI. 
 Section 7.2 Notice to Insurers. If, at the time of receipt by
the Company of a notice from any source of a Proceeding as to which Indemnitee is a party or participant, the Company will give notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies, and the
Company will provide Indemnitee with a copy of such notice and copies of all subsequent correspondence between the Company and such insurers related thereto. The Company will thereafter take all necessary or desirable actions to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. The failure or refusal to any such insurer to pay any such amount shall not affect or impair the obligations of the
Company under this Agreement. 
 Section 7.3 Insurance Not Required. Notwithstanding Section 7.1, the Company will
have no obligation to obtain or maintain the insurance contemplated by Section 7.1 if the Board of Directors determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are
disproportionately high compared to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit. The Company will promptly notify Indemnitee of any such
determination not to provide insurance coverage. Notwithstanding the foregoing, in the event of a Change in Control, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing
insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of Indemnitee, for a period of 6 years thereafter, which policies shall be placed by the insurance broker who initially placed
each respective policy then in place at the time of such Change in Control. 

  
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 ARTICLE 8 

DEFENSE OF PROCEEDINGS 

Section 8.1 Company Assuming the Defense. Subject to Section 8.2 below, in the event the Company is obligated to pay
in advance the Expenses of any Proceeding pursuant to Article 4, the Company will be entitled, by written notice to Indemnitee, to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval will not be
unreasonably withheld. The Company will identify the counsel it proposes to employ in connection with such defense as part of the written notice sent to Indemnitee notifying Indemnitee of the Company’s election to assume such defense, and
Indemnitee will be required, within 10 days following Indemnitee’s receipt of such notice, to inform the Company of its approval of such counsel or, if it has objections, the reasons therefor. If such objections cannot be resolved by the
parties, the Company will identify alternative counsel, which counsel will also be subject to approval by Indemnitee in accordance with the procedure described in the prior sentence. To the fullest extent permitted by law and subject to the other
provisions of this Agreement, Company’s assumption of the defense of an action, suit, claim or proceeding in accordance with this Section 8.1 will constitute an irrevocable acknowledgment by Company that all Liabilities and Expenses
actually and reasonably incurred by or for the account of Indemnitee in connection therewith are indemnifiable by Company under Section 3.1. 

Section 8.2 Right of Indemnitee to Employ Counsel. Following approval of counsel by Indemnitee pursuant to Section 8.1
and retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided if, under
applicable laws and rules of attorney professional conduct, there exists a potential, but not actual, conflict of interest between the Company (or any other person or persons included in a joint defense) and Indemnitee in the conduct of the defense
or representation by such counsel retained by the Company and Indemnitee, the Company’s indemnification and expense advancement obligations to Indemnitee under this Agreement shall include reasonable legal fees and reasonable costs incurred by
Indemnitee for separate counsel retained by Indemnitee to monitor the litigation; provided, further, that if such counsel retained by Indemnitee reasonably concludes that there is an actual conflict between the Company (or any other person or
persons included in a joint defense) and Indemnitee in the conduct of such defense or representation by such counsel retained by the Company, such counsel may assume Indemnitee’s defense in such proceeding and the Company will be liable for the
fees and expenses of such counsel. The existence of an actual or potential conflict, and whether any such conflict may be waived, shall be determined pursuant to the rules of attorney professional conduct and applicable law. 

Section 8.3 Company Not Entitled to Assume Defense. Notwithstanding Section 8.1, the Company will not be entitled to
assume the defense of any Proceeding brought by or on behalf of the Company or any Proceeding as to which Indemnitee has reasonably made the conclusion concerning an actual conflict to interest described in Section 8.2. 

ARTICLE 9 
 SETTLEMENT 

Section 9.1 Company Bound by Provisions of this Agreement. Notwithstanding anything in this Agreement to the contrary, the Company
will have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, which consent shall not be unreasonably withheld. 

Section 9.2 When Indemnitee’s Prior Consent Required. The Company will not, without the prior written consent of Indemnitee,
consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or a Liability for which Indemnitee is not
wholly indemnified hereunder, or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a party or a participant or may be or is otherwise entitled to seek indemnification hereunder, does not include, as an
unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release will be in form and substance reasonably satisfactory to Indemnitee. Neither the Company nor Indemnitee will unreasonably
withhold its consent to any proposed settlement; provided, Indemnitee may withhold consent to any settlement that does not provide a full and unconditional release of Indemnitee from all liability in respect of such Proceeding. 

  
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 ARTICLE 10 

MISCELLANEOUS 

Section 10.1 Nonexclusivity of Rights. The rights of indemnification and advancement of Expenses provided by this Agreement shall
not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Articles or Bylaws, any other agreement, any vote of shareholders or resolution of the Board of Directors or otherwise. No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to
such amendment, alteration or repeal. To the extent that a change in the CCC, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under this Agreement, it is the intent
of the parties hereto that Indemnitee shall be entitled under this Agreement to the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder or otherwise shall not prevent the
concurrent assertion or employment of any other right or remedy. 
 Section 10.2 Subrogation. In the event of any payment under
this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such rights (it being understood that all of Indemnitee’s reasonable Expenses related thereto will be borne by the Company). 

Section 10.3 No Duplication Payments. The Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received
as indemnification or advancement of Expenses from such Enterprise. 
 Section 10.4 Contribution. To the fullest extent
permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee or
on his or her behalf, whether for Liabilities and/or Expenses in connection with a Proceeding, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect the relative benefits
received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or the relative fault of the Company (and its directors, officers, employees and agents other than the Indemnitee) and
Indemnitee in connection with such event(s) and/or transaction(s). To the fullest extent permitted by law, the Company will fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by other officers,
directors or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee for any Liability or Expense arising from a Proceeding. 

Section 10.5 Information. If the Indemnitee is the subject of or is implicated in any way during an investigation, whether formal
or informal, to the extent permitted by applicable law, the Company shall share with Indemnitee any information it has furnished to any third parties concerning the investigation provided that, in the case of an officer, Indemnitee continues to
serve as an officer of the Company at the time such information is so furnished. 
 Section 10.6 Amendment. This Agreement may
not be modified, supplemented, or amended except by a written instrument executed by or on behalf of each of the parties hereto. 

  
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 Section 10.7 Waivers. The observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party
hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or
privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. 

Section 10.8 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the
matters covered herein and supersedes all prior oral or written understandings or agreements with respect to the matters covered herein (including any indemnification agreements entered into between the Company and Indemnitee before the date of this
Agreement). This Section 10.8 shall not be construed to limit any other rights Indemnitee may have preserved in Section 10.1. 

Section 10.9 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent
manifested thereby. 
 Section 10.10 Duration of Agreement. This Agreement will continue until and terminate upon the latest of
(a) the statute of limitations applicable to any claim that could be asserted against an Indemnitee with respect to which Indemnitee may be entitled to indemnification and/or an advancement of Expenses under this Agreement, (b) 10 years
after the date that Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer, employee, partner, member, manager, fiduciary or agent of any other Enterprise which Indemnitee served at the request of the
Company, or (c) if, at the later of the dates referred to in (a) and (b) above, there is pending a Proceeding in respect of which Indemnitee is granted rights of indemnification or the right to an advancement of Expenses under this
Agreement or a Proceeding commenced by Indemnitee pursuant to Article 6 of this Agreement, one year after the final termination of such Proceeding, including any and all appeals. 

Section 10.11 Notices. All notices, requests and other communications provided for or permitted to be given under this Agreement
must be in writing and be given by personal delivery, by certified or registered United States mail (postage prepaid, return receipt requested), by a nationally recognized overnight delivery service for next day delivery, or by facsimile
transmission, to the addresses set forth on the signature page of this Agreement (or to such other address as any party may give in a notice given in accordance with the provisions hereof). All notices, requests or other communications will be
effective and deemed given only as follows: (a) if given by personal delivery, upon such personal delivery, (b) if sent by certified or registered mail, on the fifth business day after being deposited in the United States mail, (c) if
sent for next day delivery by overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, or (d) if sent by facsimile, upon the transmitter’s confirmation of receipt of such facsimile transmission,
except that if such confirmation is received after 5:00 p.m. (in the recipient’s time zone) on a business day, or is received on a day that is not a business day, then such notice, request or communication will not be deemed effective or given
until the next succeeding business day. Notices, requests and other communications sent in any other manner, including by electronic mail, will not be effective. 

Section 10.12 Specific Performance; Remedies. Each party acknowledges and agrees that the other party would be damaged irreparably
if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement
and to enforce specifically this Agreement and its provisions in any action or proceeding instituted in any state or federal court siting in Los Angeles, California having jurisdiction over the parties and the matter, in addition to any other
remedy to which they may be entitled, at law or in equity. Except as expressly provided herein, the rights, obligations and remedies created by this Agreement are cumulative and in addition to any other rights, obligations or remedies otherwise
available at law or in equity. Except as expressly provided herein, nothing herein will be considered an election of remedies. 

  
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 Section 10.13 Binding Effect. 

(a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors
and permitted assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company, heirs, executors, administrators or other successors. 

(b) The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,
substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such succession had taken place. 
 (c) The indemnification and
advancement of Expenses provided by this Agreement shall continue as to a person who has ceased to be a director, officer, employee or agent or is deceased and shall inure to the benefit of the heirs, executors, administrators or other successors of
the estate of such person. 
 Section 10.14 Governing Law. This Agreement and the legal relations among the parties hereto shall
be governed by, and construed and enforced in accordance with, the laws of the State of California, without regard to its conflict of laws rules. 

Section 10.15 Headings. The Article and Section headings in this Agreement are for convenience of reference only, and shall not be
deemed to alter or affect the meaning or interpretation of any provisions hereof. 
 Section 10.16 Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. 

Section 10.17 Reference to Law; Use of Certain Terms. Any reference to any law will be deemed also to refer to such law as amended
and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” The words
“herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context
may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. Time is of the essence in the
performance of this Agreement. 
 [Signature page(s) follow] 

  
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 IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the
date first above written. 
  

							
	 CU BANCORP
  
	 	
	By:	 	 	 	 	 	 


 
							
	  
 Address:
	 	 	 	 	 	 
		 	 	 	 	 	 
		 	 	 	 	 	 
		 	Facsimile:	 	 	 	 
		 	Attention:	 	Corporate Secretary


  

							
	 [INDEMNITEE]
  
	 	
	 	 	 	 	 	 	 
	Name:	 	 	 	 	 	 


 
							
	  
 Address:
	 	 	 	 	 	 
		 	 	 	 	 	 
		 	 	 	 	 	 


 
									
		 	Facsimile:	 		 	 	 	 



  
 S-1 








 Schedule of Directors and Executive Officers Entering Into Agreement 

Directors: 
 Roberto Barragan 

Kenneth Bernstein 
 Kenneth Cosgrove 

Robert Matranga 
 Roy Salter 

Daniel Selleck 
 Lester Sussman 

Charles Sweetman 
 Executive Officers: 

David Rainer, President and CEO 
 Anne Williams, Executive VP, CCO
and COO 
 Karen Schoenbaum, Executive VP and CFO 
 Anita
Wolman, Executive VP, CAO and General Counsel 

  
 S-2