Exhibit 10.3

 

PACIFIC PREMIER BANCORP, INC. 
 2012 LONG-TERM INCENTIVE PLAN

 

[NAMED EXECUTIVE OFFICER INCENTIVE] RESTRICTED STOCK AWARD AGREEMENT

 

Pacific Premier Bancorp, Inc., a Delaware corporation and any Subsidiary (the “Company”), hereby grants a restricted common stock (“Common Stock”) award (the “Stock Award”) to the person named below.  This Stock Award is issued pursuant to the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the terms and conditions of this Stock Award shall be as set forth in the Plan and as are set forth in this Restricted Stock Award Agreement (“Agreement”).

 

Date of Grant: Date

 

Name of Holder:  Name

 

Number of Shares of Common Stock Covered by Award: Amount

 

Purchase Price per Share of Common Stock (if any):  $Amount

 

	
Restricted Stock Award
    	
 
    	
This Stock Award is intended to be a restricted   stock award within the meaning of Section 83 of the Internal Revenue   Code of 1986, as amended (the “Code”), and will be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
Minimum Threshold Performance
    	
 
    	
Pacific Premier Bank Tier 1 Risk Based Capital Ratio   of 8%
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
If minimum threshold performance threshold is   achieved as of December 31st of the year in which this Stock Award is   made, this Stock Award shall vest according to the following schedule:

 

·                  33%   immediately vested as of the first anniversary of the Date of Grant;

 

·                  33%   vests as of the second anniversary of the Date of Grant; and

 

·                  33%   vests as of the third anniversary of the Date of Grant.(1)
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
Except as otherwise provided herein, if your service   with the Company terminates for any reason, the unvested portion of your   Stock Award will be forfeited at the close of business on your   termination/resignation date.
    


 




(1)  Typical stock vesting period for employees would be equal annual installments over 3-5 years.

 











 

	
Change in Control
    	
 
    	
In the event your service is terminated by the   Company without Cause or you resign with Good Reason, in either case within   two years following a Change in Control, the unvested portion of your Stock   Award shall vest in full at the close of business on your   termination/resignation date.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If you die while in service with the Company, your   Stock Award will immediately vest in full in the year of your death.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your service terminates because of your   Disability, your Stock Award will immediately vest in full in the year of   your disability.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this Stock Award, your service does   not terminate when you go on a bona fide leave of absence approved by the   Company in writing, if the terms of the leave provide for continued service crediting,   or when continued service crediting is otherwise required by applicable law.   However, your service will be treated as having been terminated 90 days after   you begin a leave of absence, unless your right to return to work is   guaranteed by law or by a contract. Your service shall terminate in any event   when the approved leave of absence ends unless you immediately return to   service. The Company shall determine which leave of absence counts as service   for this purpose, and when your service terminates for all purposes under the   Plan and this Agreement.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
The Company shall be entitled to deduct from other   compensation payable to you any sums required by federal, state, or local tax   law to be withheld with respect to the vesting of the Stock Award. In the   alternative, the Company may require you to pay such required sums directly   to the Company. If you are required to pay the sum directly to the Company,   payment in cash or by check for such sums required to pay the taxes due shall   be delivered to the Company. You may elect to have such tax withholding   obligation satisfied, in whole or in part, by authorizing (i) the   Company to withhold from vested shares of Common Stock to be issued by the   Company, a number of shares of Common Stock with an aggregate Fair Market   Value that would satisfy the tax withholding amount due, or (ii) a third   party broker to sell a number of vested shares of Common Stock that are   otherwise deliverable to you with an aggregate Fair Market Value that would   satisfy the tax withholding amount due. The Company shall have no obligation   upon vesting of shares of Common Stock to issue stock certificates to you for   the vested shares of Common Stock until payment with respect to taxes due has   been received, unless the tax withholding as of or prior to the vesting of   Common Stock is sufficient to cover all sums due.
    
	
 
    	
 
    	
 
    
	
Investment Representations
    	
 
    	
By signing this Agreement, you agree not to sell any   shares of 
    


 











 

	
 
    	
 
    	
Common Stock acquired pursuant to this Stock Award   at a time when applicable laws, regulations or the Company’s applicable   trading policies prohibit such sale.

 

If the sale of vested shares of Common Stock under   the Plan is not registered under applicable federal and state laws and   regulations, but an exemption is available which requires an investment or   other representation, you shall represent and agree at the time of receipt of   the vested portion of the Stock Award that the vested shares of Common Stock   being acquired are being acquired for investment, and not with a view to the   sale or distribution thereof, and you shall make such other representations   as are deemed necessary or appropriate by the Company and its counsel.
    
	
 
    	
 
    	
 
    
	
Tax Election
    	
 
    	
You have considered the availability of all tax   elections in connection with the Stock Award, including the advisability of   making of an election under Section 83(b) under the Code. In the   event that you make a Section 83(b) election with respect to the   Stock Award, in accordance with Section 1.83-2(d) of the United   States Treasury Regulations, a copy of this election shall be furnished to   the Company.
    
	
 
    	
 
    	
 
    
	
Transfer of Stock Award
    	
 
    	
Prior to your death, only you may hold the Stock   Award to the extent that it represents unvested shares of Common Stock. You   cannot transfer or assign this Stock Award to the extent that it represents   unvested shares of Common Stock. For instance, you may not sell this Stock   Award to the extent that it represents unvested shares of Common Stock or use   it as security for a loan. If you attempt to do any of these things, this   Stock Award will immediately become invalid. You may, however, dispose of   this Stock Award in your will or transfer all or any portion of this Stock   Award to a trust established for the sole benefit of you and/or your spouse   or children, provided that the transferred portion of the Stock Award shall   remain subject to the terms and conditions of this Agreement and the Plan.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
This Agreement does not give you the right to be   retained by the Company in any capacity. The Company reserves the right to   terminate your service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, a stock dividend or a   similar change in the Common Stock, the number of shares of Common Stock   covered by this Stock Award shall be adjusted pursuant to the terms of the   Plan. Your Stock Award shall be subject to the terms of any agreement of   merger, liquidation or reorganization in the event the Company is the subject   of such a transaction.
    


 











 

	
Receipt and Delivery of Shares
    	
 
    	
You waive receipt from the Company of a certificate   or certificates representing unvested shares of Common Stock pursuant to this   Stock Award. You acknowledge that the Company shall retain custody of such   certificate or certificates until the restrictions imposed by this Agreement   on the unvested shares of Common Stock granted hereunder lapse. You   acknowledge that, alternatively in the Company’s sole discretion, the   unvested shares of Common Stock granted hereunder may be credited to a   book-entry account in your name, with instructions from the Company to the   Company’s transfer agent that such shares of Common Stock shall remain   restricted until the restrictions imposed by this Agreement on such shares lapse.   In such case, you will provide the Company with a duly signed stock power in   such form as may be requested by the Company.
    
	
 
    	
 
    	
 
    
	
Legends
    	
 
    	
All unvested shares of Common Stock upon grant,   whether in certificate form or book-entry account in your name, may bear such   legends as may be required under applicable law.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
Notwithstanding any other provisions in the Plan or   this Agreement, the Company may cancel any Award, require you to reimburse   the Company for any Award you received (regardless of whether you previously,   currently or subsequently received the Award), and effect any other right of   recoupment of equity or other compensation provided under the Plan or any   Award in accordance with any Company policies that may be adopted and/or modified   from time to time (“Clawback Policy”). In addition, you may be required to   repay to the Company previously paid compensation, whether provided pursuant   to the Plan or any Award, in accordance with the Clawback Policy. By   accepting this Award, you agree to be bound by the Clawback Policy, as in   effect or as may be adopted and/or modified from time to time by the Company   in its discretion (including, without limitation, to comply with applicable   law or stock exchange listing requirements).
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware (without regard to choice of law   provisions).
    


 

By signing below, you agree to all of the terms and conditions set forth herein and in the Plan, a copy of which is also attached. Capitalized terms that are not defined herein have the meaning ascribed to them in the Plan.

 











 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

	
PACIFIC PREMIER BANCORP, INC.
    	
 
    	
HOLDER:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name:
    	
 
    	
Name:
    
	
Title: