Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(the “Agreement”) is entered into as of August 30, 2021 (the “Effective Date”), by and between Ronald
J. Nicolas (the “Executive”), Pacific Premier Bancorp, Inc. (the “Company”) and Pacific Premier
Bank (the “Bank” and, together with the Company, the “Employers”) (collectively the “Parties”).


 


The Parties hereto agree as
follows:


 


1.            Term. The term of this Agreement shall be for a period of two (2) years, beginning on August 30, 2021 (the “Initial
Term”). The term shall automatically renew for an additional one year on the first anniversary of the Effective Date and each
anniversary thereafter, such that the term will remain two (2) years at all times, unless a party provides written notice to the other
party or parties of its election not to extend the term at least ninety (90) days before the applicable anniversary of the Effective
Date. If a notice of non-extension is timely sent, then this Agreement will terminate on the day immediately preceding the next anniversary
of the Effective Date. The Initial Term and any extension thereof shall be referred to collectively as the “Term.”
In the event there is a Change in Control during the Term, the Term shall be extended such that it shall expire no earlier than the second
anniversary of such Change in Control. In addition, in the event the Term expires and there is a Change in Control within ninety (90)
days following such expiration, the Term shall be considered to have been extended as of such date of expiration and shall expire no earlier
than the second anniversary of such Change in Control.


 


2.            Employment.


 


(a)              Positions
and Reporting. Executive shall be employed as the Senior Executive Vice President and Chief Financial Officer of the Company
and the Bank, and shall report directly to the Chairman, President and Chief Executive Officer of the Company and Chairman and Chief
Executive Officer of the Bank.


 


(b)           Authority and Duties. Executive shall perform such executive services for the Employers consistent with Executive’s
position, as from time to time assigned to Executive by Chairman, President and Chief Executive Officer of the Company and Chairman and
Chief Executive Officer of the Bank. Executive shall devote Executive’s entire business time, attention, skill and energy exclusively
to the business of the Employers. Executive shall not engage or prepare to engage in any other business activity, whether or not such
business activity is pursued for gain, profit or other economic or financial advantage without the prior written consent Chairman, President
and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of the Bank; provided, however, that Executive may
engage in appropriate civic, charitable or religious activities and devote a reasonable amount of time to private investments or boards
or other activities provided that such activities do not interfere or conflict with Executive’s responsibilities and are not contrary
to the Employers’ interests. Executive shall not directly or indirectly acquire, hold, or retain any beneficial interest in any
business competing with or similar in nature to the business of the Employers except passive shareholder investments in other financial
institutions and their respective affiliates which do not exceed three percent (3%) of the outstanding voting securities in the aggregate
in any single financial institution and its affiliates on a consolidated basis.


 






     


     


    

 


3.            Compensation
and Benefits.


 


(a)            Salary.
Executive will receive an annual base salary of $525,000 (the “Base Salary”), which may be increased from time to
time in such amounts as may be determined by the Boards of Directors of Employers and may not be decreased without the Executive's express
written consent. Executive’s Base Salary shall be paid in periodic installments (not less than monthly) in accordance with the
Employers’ general payroll practices, as in effect from time-to-time.


 


(b)           Benefits.
Executive will be entitled to receive all benefits and conditions of employment generally available to other executives of Employers,
including, without limitation, sick leave, paid time off (subject to the Employers’ Employee Handbook, as amended from time to
time), disability, accident, life, hospitalization, medical and dental, insurance, paid holidays, and participation in any pension, stock
option, employee stock ownership, profit sharing or other retirement plan pursuant to the terms of said plans.


 


(c)          Automobile.
The Employers will provide Executive with an automobile owned or leased by the Employers of a make and model appropriate to Executive’s
status. Employers shall reimburse Executive for reasonable expenses associated with the automobile, including, but not limited to insurance,
taxes, etc. no later than the last day of the calendar year following the calendar year in which the expense was incurred. Alternatively,
the Employers may elect to provide Executive with a monthly automobile allowance per Bank policy.


 


(d)             Bonus.
Executive shall be eligible for a performance bonus in accordance with the Employers’ executive compensation plan, as amended from
time to time.


 


(e)           Expenses.
Employers shall reimburse Executive for all reasonable expenses incurred by the Executive in furtherance of or in connection with the
business of the Employers, including, but not by way of limitation, traveling expenses, subject to such reasonable documentation and
other limitations as may be established by the Boards of Directors of the Employers.


 


4.            Termination of Employment.


 


(a)             Termination
by Employers for Cause. The Employers may terminate this Agreement effective immediately upon written notice of termination for
 “Cause,” which notice must set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination
for Cause. For purposes of this Agreement, “Cause” shall mean personal dishonesty or incompetence, willful misconduct,
breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any state or federal
banking or securities laws, or of the bylaws, rules, policies or resolutions of Bank, or the rules or regulations of or any final order
issued by the Board of Governors of the Federal Reserve System, the California Department of Business Oversight, or the Federal Deposit
Insurance Corporation, or any other law, rule or regulation (other than traffic violations or other misdemeanor offenses) or final cease-and-desist
order or material breach of any provision of this Agreement. Termination under this subparagraph 4(a) shall not prejudice any remedy
that the Employers may have at law, in equity, or under this Agreement.


 






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(b)            Termination by Executive for Good Reason. Executive may terminate this Agreement for Good Reason. For purposes of
this Agreement, “Good Reason” shall mean, without Executive’s express written consent: (i) a material adverse
change made by the Employers which would reduce the Executive’s functions, duties or responsibilities as the Senior Executive Vice
President and Chief Financial Officer of the Company and the Bank; (ii) a material reduction by the Employers in the Executive’s
Base Salary, as the same may be increased from time to time; or (iii) a material reduction by the Employers in the amount of Executive’s
annual cash incentive bonus, but only to the extent (A) such annual cash incentive bonus (immediately prior to any such reduction)
is determined based upon a Board-approved formula, (B) such reduction is disproportionate to Executive as compared to other executive
officers of either or both Employers whose annual cash incentive bonus similarly is determined based upon a Board-approved formula, and
(C) such reduction is not the result of the Board’s good faith determination that Executive acted with negligence or otherwise
failed to fulfill his duties consistent with customary expectations for Executive’s position, and the Employers were adversely
affected as a result of such negligence or failure; (iv) the Employers require the Executive to be based at a location more than
50 miles from the Executive’s assigned work location as of the date of the Change in Control (which requirement shall be deemed
to be a material change in the geographic location at which the Executive must perform services for the Company and the Bank), except
for required travel on business of the Employers to an extent substantially consistent with the Executive's present business travel obligations;
or (v) the Company’s or the Bank’s material breach of this Agreement. Notwithstanding the foregoing, Good Reason shall
occur only if: (a) Executive provides the Employers with a written notice of termination no more than ninety (90) days after the
initial occurrence of the Good Reason basis for termination, which notice must set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination for Good Reason (“Notice of Intent to Resign for Good Reason”), and (b) the
Employers do not cure the event or events that constitute Good Reason within thirty (30) days after receipt of Executive’s Notice
of Intent to Resign for Good Reason (the “Cure Period”). Executive will have sixty (60) days following the end of
the Cure Period to terminate Executive’s employment by written notice to the Employers if the underlying event or events remain
uncured. Good Reason shall, for all purposes under this Agreement, be construed and administered in manner consistent with the definition
of “good reason” under Treasury Regulation § 1.409A-1(n).


 


(c)            Termination by Employers Without Cause or Resignation by Executive Without Good Reason. The Employers may terminate
this Agreement without Cause at any time during the Term by giving not less than thirty (30) and not more than ninety (90) days advance
written notice to Executive. Similarly, Executive may resign without Good Reason at any time during the Term by giving not less than thirty
(30) and not more than ninety (90) days advance written notice to the Employers. At the Employers’ option, the Employers may elect
to waive any or all of either party’s notice period under this Section 4(c) and pay out to Executive the balance of Executive’s
wages for the notice period.


 


(d)            Termination
Upon Death or Permanent Disability. This Agreement shall terminate automatically upon: (i) the death of Executive, and (ii) the
Permanent Disability of Executive. For purposes of this Agreement, “Permanent Disability” shall mean any physical or mental
impairment which qualifies the Executive for disability benefits under the applicable long-term disability plan maintained by the Company
or the Bank or, if no such plan applies, which would qualify Executive for disability benefits under the Federal Social Security System.


 






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5.            Consequences
of Termination. The following are the benefits to which Executive is entitled upon termination of the Agreement. Such payments
and benefits shall be the exclusive payments and benefits to which Executive is entitled upon termination.


 


(a)           Termination for Cause or without Good Reason. If this Agreement and Executive’s employment hereunder is terminated
by the Employers for Cause or by Executive without Good Reason, then the Employers shall have no further liability to Executive other
than payment to Executive of the Base Salary through the date of termination, payment of accrued and unused PTO, and reimbursement of
business expenses incurred through the date of termination but not yet paid (“Accrued Obligations”).


 


(b)            Termination
Upon Death or Disability. If the Employers terminate this Agreement and Executive’s employment hereunder due to Executive's
death or Permanent Disability, the Employers shall pay to Executive or Executive’s estate (as the case may be): (i) the Accrued
Obligations; and (ii)  until such time as the Employer makes supplemental long-term disability or supplemental life insurance or
similar benefits, as applicable, available to Executive, and conditioned upon Executive’s (or his estate’s) execution and
non-revocation of a general release in the form attached hereto as Exhibit B (“General Release”), a lump sum
cash payment equal to the lesser of (A) one year of Executive’s Base Salary as in effect as of the date of termination, or
(B) the balance of Base Salary due for the duration of the Term (“Death/Disability Severance Payment”). In the
event the Employer makes supplemental long-term disability or supplemental life insurance or similar benefits, as applicable, available
to Executive, Executive or Executive’s estate (as the case may be) shall receive only the Accrued Obligations.


 


(c)            Termination
Without Cause or for Good Reason, in Connection with Change in Control. If this Agreement and Executive’s employment hereunder
is terminated by the Employers without Cause or by Executive for Good Reason, on or within six (6) months prior to or two (2) years following
a Change in Control (as defined below), the Employers shall pay to Executive: (i) the Accrued Obligations; and (ii) conditioned
upon Executive’s execution and non-revocation of a General Release, (A) a severance payment equal to the product of (x) the
sum of Executive’s then current Base Salary plus the greater of (1) the incentive compensation payment Executive would be eligible
to receive in the year of termination if payout was made at the "target" level for Executive under the applicable annual bonus
plan or (2) the highest value of the incentive compensation payment Executive received under the applicable annual bonus plan at
any time during the three years prior to such termination, (y) multiplied by three (3) (“Change in Control Severance Payment”),
and (B) if Executive timely elects to participate in COBRA, the Employers will pay a portion of Executive’s COBRA premiums
in an amount equal to what it would have paid towards health insurance premiums for an active employee with similar coverage continuing
until the earlier of 18 months from the date of termination of employment and the date Executive becomes covered under another employer’s
health insurance plan and, to the extent Executive has not become covered under another employer’s health insurance plan on the
date that is 18 months following the date of termination, the Employers will pay Executive a lump sum equal to what it would have paid
towards health insurance premiums for an active employee with similar coverage for a period of 18 months, such payment to be made on
the date that is 18 months following the date of termination.


 






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(d)           “Change
in Control” means the occurrence of any of the following events subsequent to the date of this Agreement: (i)  any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)),
after the date hereof, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any
Affiliate of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company’s then outstanding
securities; provided that any acquisition pursuant to a transaction where (A) the stockholders of the Company immediately prior to such
transaction own directly or indirectly at least fifty percent (50%) of the combined voting power of the Company’s securities, and
(B) the individuals who were members of the Company’s Board of Directors immediately prior to the acquisition transaction constitute
at least two-thirds of the members of the board of directors immediately following such transaction, will not be considered a Change
in Control; (ii) the sale or other disposition of all or substantially all of the assets of the Company or the transfer or issuance of
greater than 25% of the voting securities of the Bank (other than to the Company); (iii) during any period of three consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; or (iv) the consummation
of a plan of reorganization, merger or consolidation involving the Company, except for a reorganization, merger or consolidation where
(A) the stockholders of the Company immediately prior to such reorganization, merger or consolidation own directly or indirectly
at least fifty percent (50%) of the combined voting power of the outstanding voting securities of the company resulting from such reorganization,
merger or consolidation (the “Surviving Company”) in substantially the same proportion as their ownership of voting
securities of the Company immediately prior to such reorganization, merger or consolidation, and (B) the individuals who were members
of the Company’s Board of Directors immediately prior to the execution of the agreement providing for such reorganization, merger
or consolidation constitute at least two-thirds of the members of the board of directors of the Surviving Company, or of a company beneficially
owning, directly or indirectly, a majority of the voting securities of the Surviving Company.


 


(e)            Termination
Without Cause or for Good Reason, other than in Connection with Change in Control. If this Agreement and Executive’s
employment hereunder is terminated by the Employers without Cause or by Executive for Good Reason, at any time other than on or
within six (6) months prior to and two (2) years following a Change in Control, the Employers shall provide to Executive: (i) the
Accrued Obligations; (ii) conditioned upon Executive’s (or his estate’s) execution and non-revocation of the General
Release, (A) a severance payment equal to the product of (x) the sum of Executive’s then current Base Salary and the incentive
compensation payment Executive would be eligible to receive in the year of termination if payout was made at the "target"
level for Executive under the applicable annual bonus plan, (y) multiplied by two (2) (“Standard Severance
Payment”); and (B) if Executive timely elects to participate in COBRA, the Employers will pay a portion of
Executive’s COBRA premiums in an amount equal to what it would have paid towards health insurance premiums for an active
employee with similar coverage continuing until the earlier of 18 months from the date of termination of employment and the date
Executive becomes covered under another employer’s health insurance plan and, to the extent Executive has not become covered
under another employer’s health insurance plan on the date that is 18 months following the date of termination, the Employers
will pay Executive a lump sum equal to what it would have paid towards health insurance premiums for an active employee with similar
coverage for a period of six (6) months, such payment to be made on the date that is 18 months following the date of
termination.


 






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6.             Timing
of Severance Payments; No Duty to Mitigate.


 


(a)            Change in Control Severance Payment: One-half (1/2) of the Change in Control Severance Payment shall be paid to Executive
in a lump sum on the sixtieth (60) day following the date of termination. One-half (1/2) of the Change in Control Severance Payment shall
be paid to Executive in twelve (12) equal monthly installments, with the first such payment due on the last day of the first full calendar
month following the date of termination.


 


(b)           Standard
Severance Payment: One-half (1/2) of the Standard Severance Payment shall be paid to Executive in a lump sum on the sixtieth (60)
day following the date of termination. One-half (1/2) of the Standard Severance Payment shall be paid to Executive in twelve (12) equal
monthly installments, with the first such payment due on the last day of the first full calendar month following the date of termination.


 


(c)            Death/Disability
Severance Payment: The Death/Disability Severance Payment will be paid to Executive in a lump sum on the sixtieth (60) day following
the date of termination.


 


(d)           Each monthly amount otherwise payable pursuant to this Section 6 is subject to Executive’s continued compliance with
Section 8(c) hereof.


 


(e)           To
receive any payments pursuant to Sections 5 and 6, Executive shall not be obligated to seek other employment or take any other action
by way of mitigation of the amounts payable to Executive hereunder, and such amounts shall not be reduced or terminated whether or not
Executive obtains other employment, except that payment of Executive’s COBRA premiums will cease when Executive obtains replacement
health insurance coverage from another employer.


 


(f)           Notwithstanding
any provision of this Agreement to the contrary, if Executive is a “specified employee” (as they term is defined under Treasury
Regulation Section 1.409A-1(i)) on the date of termination and, as a result thereof, Section 409A of the Internal Revenue Code of 1986
(the “Code”) and the rules promulgated thereunder would so require, payments pursuant to Section 5 may not commence
earlier than six (6) months and one day after the date of termination, such payment shall be delayed as required under Section 409A of
the Code, and the accumulated postponed amount, without interest, shall be paid in a lump sum within ten (10) days after the end of the
six-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amount of payments delayed
on account of Section 409A of the Code, shall be paid to Executive’s estate within sixty (60) days following Executive’s
death. For the avoidance of doubt, this Section 6(f) shall not result in any forfeiture of payment but only a delay until such time as
payment can be made in compliance with Section 409A of the Code.


 






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(g)            The
payments and benefits under this Agreement are intended to either be exempt from Section 409A of the Code or comply with the
requirements of Section 409A of the Code. Any ambiguity or question about the application of Section 409A of the Code shall first be
resolved in favor of an exemption from Section 409A of the Code and, if not permissible, in compliance with Section 409A of the
Code. Accordingly, this Agreement shall be interpreted and administered at all times in accordance with the foregoing and Section
409A of the Code to the extent applicable. For purposes of Section 409A of the Code, the right to a series of installment payments
under this Agreement shall be treated as a right to a series of separate payments. In no event may Executive, directly or
indirectly, designate the calendar year of a payment. All reimbursements and in-kind benefits provided under this Agreement shall be
made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that
(i) any reimbursement shall be for expenses incurred during Executive's lifetime (or during a shorter period of time specified in
this Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may
not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the
reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the
expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another
benefit. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, neither the Employers nor any of
their officers, directors, executives or agents makes any guarantee or representation regarding the tax consequences of this
Agreement or any payments or benefits provided for hereunder. Executive acknowledges that Executive is solely responsible for any
taxes incurred in connection with this Agreement including, without limitation, any excise taxes, penalties or interest payments to
the extent applicable to any payments or benefits under this Agreement.


 


7.            Limitation of Benefits under Certain Circumstances.


 


(a)            Notwithstanding
any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits
provided or to be provided by the Employers or their Affiliates to Executive or for Executive’s benefit pursuant to the terms of
this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”)
within the meaning of Section 280G of the Code and would, but for this Section 6 be subject to the excise tax imposed under Section 4999
of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect
to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be
made comparing (i) the Net Benefit (as defined below) to Executive of the Covered Payments net of the Excise Tax to (ii) the Net Benefit
to Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount
calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary
to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” shall mean the present
value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes (other than the Excise Tax).
For purpose of this Agreement, an “Affiliate” of any person or entity means any stockholder or person or entity controlling,
controlled by or under common control with such person or entity, or any director, officer or key executive of such entity or any of
their respective relatives. For purposes of the definition of Affiliate only, “control,” when used with respect to
any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether
through ownership of voting securities, by contracting or otherwise; and the terms “controlling” and “controlled”
have meanings that correspond to the foregoing.


 






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(b)            Any such reduction shall be made by the Company in its sole discretion consistent with the requirements of Section 409A of the
Code.


 


(c)            Any
determination required under this Section 7, including whether any payments or benefits are parachute payments, shall be made by the
Employers in their sole discretion. Executive shall provide the Employers with such information and documents as the Employers may reasonably
request in order to make a determination under this Section 6. The Employers’ determination shall be final and binding on Executive.


 


(d)            It
is possible that, after the determinations and selections made pursuant to this Section 7, Executive will receive Covered Payments that
are in the aggregate more than the amount provided under this Section 6 (“Overpayment”) or less than the amount provided
under this Section 6 (“Underpayment”).


 


(h)           In the event that: (1) the Employers determine, based upon the assertion of a deficiency by the IRS against either the Employers,
on the one hand, or Executive, on the other hand, which the Employers believe has a high probability of success, that an Overpayment has
been made, or (2) it is established pursuant to a final determination of a court or an IRS proceeding that has been finally and conclusively
resolved that an Overpayment has been made, then Executive shall pay any such Overpayment to the Employers.


 


(i)            In the event that: (1) the Employers determine that an Underpayment has occurred or (2) a court of competent jurisdiction determines
that an Underpayment has occurred, any such Underpayment will be paid promptly by the Employers to or for the benefit of Executive together
with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date the amount would have otherwise
been paid to Executive until the payment date.


 


(j)            The
Bank hereby agrees that, for purposes of determining whether any parachute payment would be subject to the Excise Tax, any covenant not
to compete that applies to Executive following termination of employment with the Bank (the “Non-Compete Provision”)
shall be treated as an agreement for the performance of personal services. The Bank hereby agrees to indemnify, defend, and hold Executive
harmless from and against any adverse impact, tax, penalty, or excise tax resulting from the Bank’s attribution of a value to the
Non-Compete Provision that is less than the product of (i) the greater of (A) the total compensation amount that would be disclosed under
Item 402(c) of Securities and Exchange Commission Regulation S-K if Executive had been a “named executive officer” of the
Company in the year prior to the year of the event that triggers the Excise Tax or (B) an independent valuation of the Non-Compete Provision,
multiplied by (ii) the duration of the Non-Compete Provision in years (this product, the “Post Change in Control Reasonable
Compensation”), to the extent that use of such lesser amount results in a larger excise tax under Section 4999 of the Code
than Executive would have been subject to had the Bank attributed a value to the Non-Compete Provision that is at least equal to the
Post Change in Control Reasonable Compensation.


 






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8.            Restrictions
Respecting Confidential Information; Forfeiture of Payments in the event of Unfair Competition.


 


(a)           Executive acknowledges and agrees that, by virtue of Executive’s position and involvement with the Employers’ business
and affairs, Executive has developed and will develop substantial expertise and knowledge with respect to all aspects of the Employers’
business, affairs and operations and will have access to all significant aspects of the Employers’ business and operations and to
Confidential and Proprietary Information. “Confidential and Proprietary Information” shall mean any and all (i) the
Employers’ trade secrets, and confidential or proprietary information or material not in the public domain about or relating to
the business, operations, assets or financial condition of the Employers or any Affiliate of the Employers or any of the Employers’
or any such Affiliate’s trade secrets; and (ii) information, documentation or material not in the public domain by virtue of any
action by or on the party of Executive, the knowledge of which gives or may give the Employers or any Affiliate of the Employers an advantage
over any person or entity not possessing such information. For purposes hereof, the term Confidential and Proprietary Information shall
not include any information or material (i) that is known to the general public other than due to a breach of this Agreement by Executive
or (ii) was disclosed to Executive by a person who Executive did not reasonably believe was bound to a confidentiality or similar agreement
with the Employers.


 


(b)           Executive hereby covenants and agrees that, during the Term and thereafter, unless otherwise authorized by the Employers in writing,
Executive shall not, directly or indirectly, under any circumstance: (i) disclose to any other person or entity (other than in the regular
course of business of the Employers) any Confidential and Proprietary Information, other than pursuant to applicable law, regulation or
subpoena or with the Employers’ prior written consent; (ii) act or fail to act so as to impair the confidential or proprietary nature
of any Confidential and Proprietary Information; (iii) use any Confidential and Proprietary Information other than for the Employers’
sole and exclusive benefit; or (iv) offer or agree to, or cause or assist in the inception or continuation of, any such disclosure, impairment
or use of any Confidential and Proprietary Information. Because the breach of any of the provisions of this Section 8(b) will result in
immediate and irreparable injury to the Employers for which the Employers will not have an adequate remedy at law, the Employers shall
be entitled, in addition to all other rights and remedies, to seek a degree of specific performance of this Section 8(b) and to a temporary
and permanent injunction enjoining such breach, without posting bond or furnishing similar security.


 


(c)            Executive
agrees that, for one (1) year after the Date of Termination, if Executive elects to engage in any of the activities set forth below,
Executive shall forfeit Executive’s right to future payments then unpaid pursuant to Section 6(a) or (b), provided that any such
forfeiture of future payments shall not in any way affect the validity of the General Releases:


 


(i)          soliciting
or attempting to solicit a Covered Employee, encouraging another person or entity to hire a Covered Employee, or otherwise seeking to
adversely influence or alter such Covered Employee’s relationship with the Employers (except during Executive’s employment
with the Employers, when acting on the good faith belief that ending the Covered Employee’s employment would be in the Employers’
best interest). A “Covered Employee” shall be any person who has been employed by the Employers or any of the Employers’
Affiliates with whom Executive had direct contact, or who had access to Confidential and Proprietary Information at any time within the
twelve (12) months prior to the date of any action prohibited by the preceding sentence occurs;


 






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(ii)         through
the misappropriation of the Employers’ trade secrets, (1) inducing, persuading, encouraging or influencing or attempting to
induce, persuade, encourage or influence any person or entity having a business relationship with either of the Employers or any of their
Affiliates, to discontinue, reduce or restrict such relationship or (2) soliciting or targeting the deposits, loans or other products
and services from or to persons or entities who were depositors, borrowers or customers of either of the Employers on the Date of Termination,
whether by personal contact, by telephone, by facsimile, by mail or other form of solicitation or communication, or in any other way,
except for general solicitations that are directed to the general public and not directed specifically to persons or entities who were
depositors, borrowers or customers of either of the Employers as of the date of termination; or


 


(iii)        misappropriating
the Employers’ trade secrets in the performance of services for any Competitive Business. “Competitive Business”
shall mean the business or operations of a bank, credit union, industrial bank, any other financial institution, bank holding company
or savings and loan holding company accepting deposits or engaging in business within twenty (20) miles of a Bank branch office.


 


(d)           Executive
acknowledges that, during the Term, Executive has had access to information concerning the Employers’ critical business strategies,
development plans, competitive analyses, organizational structure. Accordingly, in consideration of the compensation provided under this
Agreement, Executive agrees that during the Term and for the one (1) year period thereafter, Executive will not directly or indirectly,
own, manage, operate, control (including indirectly through a debt or equity investment) any person or entity engaged in any Competitive
Business that is located or provides services outside of the state of California, or provide services to, or be employed by, outside
of the state of California, any person or entity engaged in any Competitive Business.


 


(e)            Executive acknowledges that as a result of Executive’s employment with the Employers, Executive has held and will continue
to hold a position of the highest trust in which Executive comes to know the Employers’ employees, its customers and its Confidential
and Proprietary Information. Executive warrants that these provisions will not unreasonably interfere with Executive’s ability to
earn a living or to pursue Executive’s occupation after Executive’s employment ends for any reason. Executive agrees to promptly
notify the Employers of the name and address of any person or entity to which Executive provides services during the period described
above and authorizes the Employers, after consultation with Executive as to the form and content of any such notice, to notify that entity
of Executive’s obligations under this Agreement.


 


(f)            The parties agree that nothing in this Agreement shall be construed to limit or negate the California Trade Secrets Act, codified
at California Civil Code section 3426 et seq., common law of torts, confidentiality, trade secrets, fiduciary duty and obligations where
such laws provide the Employers with any broader, further or other remedy or protection than those provided herein.


 






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(g)           An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of
a trade secret that is made in confidence to a Federal, State, or local government official or to an attorney solely for the purpose
of reporting or investigating a suspected violation of law. An individual shall not be held criminally or civilly liable under any Federal
or State trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding,
if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant
to court order.


 


9.            Cooperation
in Legal Proceedings. After termination of agreement for any reason, Executive agrees to reasonably cooperate with the Employers
and any of their Affiliates in the defense or prosecution of any claims or actions that may be brought against or on behalf of the Employers
or their Affiliates, which relate to events or occurrences that transpired while Executive was employed by the Employers. Executive’s
reasonable cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel
to prepare for discovery or trial and to act as a witness on behalf of the Employers or any of their Affiliates. Executive also agrees
to reasonably cooperate with the Employers and any of their Affiliates in connection with any investigation or review of any federal,
state, or local regulatory authority as any such investigation or review relates to any acts or omissions that transpired while Executive
was employed by the Employers. Executive understands that in any legal action, investigation, or review covered by this Section 8 that
the Employers expects Executive to provide only accurate and truthful information or testimony. The Employers will pay expenses necessarily
and reasonably incurred by Executive in complying with this Section 8.


 


10.          Work
Product. Executive acknowledges that all inventions innovations, improvements, developments, methods, designs, analyses, drawings,
reports and all similar or related information (whether or not patentable) which relate to the Employers or their Affiliates, research
and development or existing or future products or services and which are conceived, developed or made by Executive while employed by
the Employers and their Affiliates (“Work Product”) belong to the Employers or such Affiliates (as applicable). Executive
shall promptly disclose such Work Product to the Boards of Directors of the Employers and perform all actions reasonably requested by
the Boards of Directors (whether during or after Executive’s employment) to establish and confirm such ownership (including, without
limitation, executing assignments, consents, powers of attorney and other instruments).


 


11.          Return
of Property. On and after the date of termination for any reason, or at any time during Executive’s employment, on the
request or direction of the Employers, Executive will immediately deliver to the Employers any or all equipment, property, material,
Confidential and Proprietary Information, Work Product or copies thereof which are owned by the Employers and are in
Executive’s possession or control. This includes documents or other information prepared by Executive, on Executive’s
behalf or provided to Executive in connection with Executive’s duties while employed by the Employers, regardless of the form
in which such document or information are maintained or stored, including computer, typed, written, electronic, audio, video,
micro-fiche, imaged, drawn or any other means of recording or storing documents or other information. Executive hereby warrants that
Executive will not retain in any form such documents, Confidential and Proprietary Information, Work Product or other information or
copies thereof. Executive may retain a copy of this Agreement and any other document or information describing any rights Executive
may have after the termination of Executive’s employment.


 






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12.          Nondisparagement. 
Executive agrees that during the course of this Agreement and after the Termination of this Agreement Executive will not make any voluntary
statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize
the personal and/or business reputations, practices or conduct of the Bank or any of the other Released Parties.


 


13.          Dispute Resolution. Executive and the Employers agree that arbitration in accordance with the Federal Arbitration Act
and a Mutual Arbitration Agreement entered into by Executive and the Employers dated June 24, 2021 shall be the exclusive means for final
resolution of any dispute between the parties arising out of or relating to Executive’s employment or this Agreement. Such Mutual
Arbitration Agreement is incorporated by reference herein as though set forth in full and has been fully-executed and is mutually binding
on both the Employers and Executive once signed by Executive. The parties hereto agree that injunctive relief may be sought only from
any court of competent jurisdiction located in Orange County, California and the parties hereto consent to venue and personal jurisdiction
in any such court.


 


14.          Withholding.
All payments required to be made by the Employers hereunder to Executive shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions as the Employers may reasonably determine should be withheld pursuant to any applicable
law or regulation.


 


15.          Assignability. The Employers may assign this Agreement and their rights and obligations hereunder in whole, but not
in part, to any corporation or other entity with or into which the Employers may hereafter merge or consolidate or to which the Employers
may transfer all or substantially all of their respective assets, if in any such case said corporation or other entity shall by operation
of law or expressly in writing assume all obligations of the Employers hereunder as fully as if it had been originally made a party hereto,
but may not otherwise assign this Agreement or its rights and obligations hereunder. Executive may not assign or transfer this Agreement
or any rights or obligations hereunder because Executive’s obligations are personal in nature to Executive.


 


16.          Notice.
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by certified or registered mail, return receipt requested, postage prepaid,
addressed to the respective addresses set forth on the signature page hereto. Any notice, request, demand or other communication delivered
or sent in the manner aforesaid shall be deemed given or made (as the case may be) upon the earliest of (a) the date it is actually received,
(b) the business day after the day on which it is delivered by hand, (c) the business day after the day on which it is properly delivered
to Federal Express (or a comparable overnight delivery service), or (d) the third business day after the day on which it is deposited
in the United States mail. The Employers or Executive may change their respective addresses by notifying the other party or parties of
the new addresses in any manner permitted by this Section 14.


 






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17.          Amendment;
Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by Executive and such officer or officers as may be specifically designated by the Boards of Directors
of the Employers to sign on their behalf. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.


 


18.          Governing
Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the United
States where applicable and otherwise by the substantive laws of the California, without regard to any conflicts of laws provisions thereof.


 


19.          Nature
of Obligations. Nothing contained herein shall create or require the Employers to create a trust of any kind to fund any benefits
which may be payable hereunder, and to the extent that Executive acquires a right to receive benefits from the Employers hereunder, such
right shall be no greater than the right of any unsecured general creditor of the Employers.


 


20.          Headings.
The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement.


 


21.          Validity.
The invalidity, illegality or unenforceability of any provision of this Agreement, in whole or in part, shall not affect the validity,
legality or enforceability of any other provisions of this Agreement, which shall remain in full force and effect.


 


22.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


23.          Negotiation
of Agreement and Right of Independent Counsel. Each of the parties hereto agrees that this Agreement will be deemed negotiated
and drafted by both parties, each of which has had the opportunity to review its contents with independent counsel selected by such party
prior to signing. No inferences will be drawn in favor of either party hereto with regard to any asserted ambiguity in the terms of this
agreement under any provision of the California Civil Code.


 


24.          Regulatory
Prohibition and Required Provisions.


 


(a)            Notwithstanding
any other provision of this Agreement to the contrary, any payments made to Executive pursuant to this Agreement, or otherwise, are subject
to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (“FDIA”) (12 U.S.C.
 §1828(k), and the regulations promulgated thereunder, including 12 C.F.R. Part 359. Furthermore, following such termination for
Cause, Executive will not, directly or indirectly, participate in the affairs or the operations of the Employers.


 


(b)           If
Executive is suspended from office and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by a
notice served under Section 8(e)(3) or 8(g)(1) of the FDIA, 12 U.S.C. § 1818(e)(3) or (g)(1), the Bank’s obligations
under this contract shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the
notice are dismissed, the Bank may in its discretion (i) pay Executive all or part of the compensation withheld while their contract
obligations were suspended; and (ii) reinstate (in whole or in part) any of the obligations which were suspended.


 






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(c)            If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order
issued under Section 8(e)(4) or 8(g)(l) of the FDIA, 12 U.S.C. § 1818(e)(4) or (g)(l), all obligations of the Bank under this contract
shall terminate as of the effective date of the order, but vested rights of the contracting parties shall not be affected.


 


(d)            If the Bank is in default as defined in Section 3(x)(l) of the FDIA, 12 U.S.C. § 1813(x)(l) all obligations of the Bank under
this contract shall terminate as of the date of default, but this paragraph shall not affect any vested rights of the contracting parties.


 


25.          Entire Agreement. This Agreement embodies the entire agreement between the Employers and Executive with respect to the
matters agreed to herein. All prior agreements between the Employers and Executive (including the Employment Agreement) with respect to
the matters agreed to herein are hereby superseded and shall have no force or effect.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
this Employment Agreement has been executed as of the date first above written.


 


	 	 PACIFIC PREMIER BANCORP, INC.
	 	 
	 	By:	/s/
    Steven R. Gardner
	 	 	Steven R. Gardner
	 	 	Chairman, President and Chief Executive Officer
	 	 	August 30, 2021
	 	 
	 	 PACIFIC PREMIER BANK
	 	 
	 	By:   	/s/ Steven
    R. Gardner
	 	 	Steven R. Gardner
	 	 	Chairman and Chief Executive Officer
	 	 	August 30, 2021
	 	 
	 	 EXECUTIVE:
	 	 
	 	 	/s/ Ronald J. Nicolas
	 	 	Ronald J. Nicolas
	 	 	Senior Executive Vice President and Chief Financial Officer



 






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EXHIBIT A


 


CALIFORNIA LABOR CODE § 2870


 


Employment Agreements; Assignment of Rights


 


	(a)	Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without
using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:
	 	 
	 	1.	Relate at the time
of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or
development of the employer; or
	 	 
	 	2.	Result from any work
performed by the employee for the employer.
	 	 
	(b)	To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.




 






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EXHIBIT B


 


FORM OF GENERAL
RELEASE


 






    B-1