## **Exhibit 10.14**

## January 26,2005

**1stPACIFIC BANK OF CALIFORNIA**

**INCENTIVECOMPENSATION PLAN**

**SENIORMANAGEMENT**

Purpose

1st Pacific Bankof California (“Bank”) is desirous of establishing an incentive compensationprogram to reward senior management for productivity, high performance andimplementing the business plan and vision of Bank.  The program is also a tool to assure thatBank meets ROE and ROA goals for the subject year and for future years.  Bank is unique to the community bankingenvironment due to a primary focus on business and along with strong communityties. Bank is relatively young in age, having opened for business in late 2000.As Bank has been able to generate annual net income in 2003 and 2004 and buildit’s banking foundation, it is now in a position to create an incentivecompensation program for senior management that will be tied to profitabilityof Bank and other factors that are important to the Board of Directors. If Bankreorganizes into a bank holding company then the program will become a bankholding company program.

Who is Eligible?

The program isinitially available to no more than five members of Senior Management, asidentified in the organizational chart for Bank. The composition of the SeniorManagement grouping shall be determined by the President/ CEO, subject toratification by the Personnel Committee of the Board of Directors. The initialgroup shall be comprised of three individuals (CEO, CCO and CFO). It ispossible that the number of participants in the program may increase as Bank’stotal assets increase and the organizational structure changes.

How Does the PlanWork?

The program is anincentive compensation program that shares rewards between the shareholders andplan participants.  The participants inthis program are not entitled to participate in the TEAM SHARE Program, whichis available to the other employees of Bank. Plan participants would not berewarded with additional compensation unless Bank achieves a minimum level ofperformance. Each plan participants base salary is based upon a minimum levelof financial performance. Under the program in 2005, no incentive compensationwould be provided until Bank achieved at a minimum eight percent (8%)shareholder return on average equity (“ROAE”), before the payment of incentivecompensation under this incentive compensation program. ROAE is based upon thegenerally accepted accounting principles definition of shareholder equity anddoes not include trust preferred securities or any debt instrument. In 2006 theminimum ROAE shall be increased to nine percent (9%) and in 2007 the minimumROAE shall be increased to ten percent (10%).

Earnings BeforeIncentive Compensation (EBIC”) 

In 2005, if EBICis greater than a 8% ROAE, the excess amount attributable to EBIC would be dividedas follows:
| EBIC/ ROAE        | 8% to 10% |
|-------------------|-----------|
| Shareholders      | 80.0%     |
| Senior Management | 20.0%     |

 

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| EBIC/ ROAE        | 10% to 12% |
|-------------------|------------|
| Shareholders      | 75.0%      |
| Senior Management | 25.0%      |
|              |       |
| EBIC/ ROAE        | 12% to 15% |
| Shareholders      | 70.0%      |
| Senior Management | 30.0%      |
|              |       |
| EBIC/ROAE         | 15% +      |
| Shareholders      | 65%        |
| Senior Management | 35%        |

 
| In 2006 the minimum ROAE is increased to 9%. If  EBIC is greater than a 9% ROAE, the excess amount attributable to EBIC would  be divided as follows: |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| EBIC/ ROAE        | 9% to 11%  |
|-------------------|------------|
| Shareholders      | 80.0%      |
| Senior Management | 20.0%      |
|              |       |
| EBIC/ ROAE        | 11% to 13% |
| Shareholders      | 75.0%      |
| Senior Management | 25.0%      |
|              |       |
| EBIC/ ROAE        | 13% to 16% |
| Shareholders      | 70.0%      |
| Senior Management | 30.0%      |
|              |       |
| EBIC/ROAE         | 16% +      |
| Shareholders      | 65%        |
| Senior Management | 35%        |

 

In 2007 theminimum ROAE is increased to 10%. If EBIC is greater than a 10% ROAE, theexcess amount attributable to EBIC would be divided as follows:
| EBIC/ ROAE        | 10% to 12% |
|-------------------|------------|
| Shareholders      | 80.0%      |
| Senior Management | 20.0%      |
|              |       |
| EBIC/ ROAE        | 12% to 14% |
| Shareholders      | 75.0%      |
| Senior Management | 25.0%      |
|              |       |
| EBIC/ ROAE        | 14% to 17% |
| Shareholders      | 70.0%      |
| Senior Management | 30.0%      |

 

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| EBIC/ ROAE        | 17% + |
|-------------------|-------|
| Shareholders      | 65%   |
| Senior Management | 35%   |

 

Theminimum ROAE levels are stair steps and the increased percentage distributionpayable to Senior Management applies only to the amounts over the minimum ROAElevels and not retroactive to the base amount.

Illustration #1

AssumeBank had average equity during 2005 of $20,800,000. Also assume that EBIC was$2,500,000 for 2005. The incentive compensation would be as follows:
| Base amount – 8% EBIC/ ROAE |   |   |    | $      | 1,664,000 |   |
|----------------------------------|--------|--------|---------|--------|-----------|--------|
| EBIC/ ROAE – 8%  to 10%     |   |   |    | $      | 416,000   |   |
| Senior Management – 20%     |   | $      | 83,200  |   |      |   |
| EBIC/ ROAE – 10%  to 12%    |   |   |    | $      | 416,000   |   |
| Senior Management – 25%     |   | $      | 104,000 |   |      |   |
| EBIC/ROAE – 13%  +          |   |   |    | $      | 8,000     |   |
| Senior  Management – 30%    |   | $      | 2,400   |   |      |   |

 

IfBank achieved a $2,500,000 EBIC then Senior Management would be entitled toincentive compensation under this program of $189,600. Assuming that Bank had athirty eight percent tax rate, the net earnings after tax for Bank would be$2,382,400 ($2,500,000 less that tax effected payment of $117,600) or a ROAE of11.45%.

Illustration #2

AssumeBank had average equity during 2006 of $23,400,000. Also assume that EBIC was$3,500,000 for 2006. The incentive compensation would be as follows:
| Base amount – 9% EBIC/ ROAE |   |   |    | $      | 2,106,000 |   |
|----------------------------------|--------|--------|---------|--------|-----------|--------|
| EBIC/ ROAE – 9%  to 11%     |   |   |    | $      | 468,000   |   |
| Senior Management – 20%     |   | $      | 93,600  |   |      |   |
| EBIC/ ROAE – 11%  to 13%    |   |   |    | $      | 468,000   |   |
| Senior Management – 25%     |   | $      | 117,000 |   |      |   |
| EBIC/ROAE – 13%  +          |   |   |    | $      | 458,000   |   |
| Senior  Management – 30%    |   | $      | 137,400 |   |      |   |

 

IfBank achieved a $3,500,000 EBIC then Senior Management would be entitled to incentivecompensation under this program of $348,000. Assuming that Bank had a thirtyeight percent tax rate, the net earnings after tax for Bank would be $3,284,000($3,500,000 less that tax effected payment of $216,000) or a ROAE of 14.03%.

Illustration #3

AssumeBank had average equity during 2007 of $26,500,000. Assume that the Boardincreased the minimum base amount to 10%. Also assume that EBIC was $4,400,000for 2007. The incentive compensation would be as follows:

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| Base amount – 10% EBIC/ ROAE |   |   |    | $      | 2,650,000 |   |
|-----------------------------------|--------|--------|---------|--------|-----------|--------|
| EBIC/ ROAE – 10%  to 12.0%   |   |   |    | $      | 530,000   |   |
| Senior Management – 20%      |   | $      | 106,000 |   |      |   |
| EBIC/ ROAE – 12%  to 14%     |   |   |    | $      | 530,000   |   |
| Senior Management – 25%      |   | $      | 132,500 |   |      |   |
| EBIC/ ROAE – 14%  to 17%     |   |   |    | $      | 530,000   |   |
| Senior Management – 30%      |   | $      | 159,000 |   |      |   |
| EBIC/ROAE – 17%  +           |   |   |    | $      | 160,000   |   |
| Senior  Management – 35%     |   | $      | 56,000  |   |      |   |

 

IfBank achieved a $4,400,000 EBIC then Senior Management would be entitled toincentive compensation under this program of $453,500. Assuming that Bank had athirty eight percent tax rate, the net earnings after tax for Bank would be$4,118,700 ($4,400,000 less that tax effected payment of $281,300) or a ROAE of15.54%.

Merger,acquisitions or significant activity that impacts the five year strategic planof Bank will require modification to the plan numbers in a given year.

The calculation ofadditional compensation will be based upon audited financial statements andshall be performed by the certified public accountants for Bank.

AdditionalCriteria

For Senior Managementto receive the additional compensation under this program, the followingadditional criteria must be met:

Loan QualityB Loan quality for Bank must remain satisfactory, as determined by external andinternal loan review.

Loan LossesB Net Loan Losses for Bank (on a consolidated basis) for the subject year shallnot exceed .50 percent of beginning gross loans for that year. Bank’s loan lossreserves will be adequately funded.

RegulatoryExamination Bank shall receive a composite CAMELS rating fromits federal banking regulator of a “1” or “2” for the condition of Bank. Inaddition Bank will be not be operating under a memorandum of understanding orformal enforcement order from a federal regulator concerning the safety andsoundness of Bank.

Payout

To assure thecontinued performance of Bank, a portion of the payout shall be deferred. Thepayment of the additional compensation to plan participants is as follows:

Senior Management

B                                        75percent payment within five days of confirmation by the outside auditors to theAudit Committee of the financial statements for the fiscal year.

B                                        25percent payment within five days of confirmation by the outside auditors to theAudit Committee of the financial statements for the following fiscal year.

Payout Conditions

The payout for theinitial portion is subject to the condition that any individual who is entitledto additional compensation must be employed by Bank upon the receipt of theaudited financial statements or March 31, whichever is earlier.

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The payout for thedeferred portions in the second year is subject to the following conditions:

B                                        Criteriato receive final 25 percent is:

ROAEBank shall have achieved an EBIC/ ROAE of at least nine percent (9%) for thefollowing year.

RegulatoryExamination and Condition Bank shall receive a compositeCAMELS rating from their federal regulator of a “1” or “2” and Bank shall notbe operating under a memorandum of understanding or formal enforcement orderfrom a federal regulator concerning the safety and soundness of Bank.

Failure to achievethese criteria will return the deferred portions of the additional compensationto Bank.

Thepayout of the deferred portion to individual plan participants in the SeniorManagement grouping is conditioned upon the continued employment withBank.  If an individual plan participantin the Senior Management grouping is terminated for cause or resignsvoluntarily from Bank, such individual plan participant shall lose all interestin the current year as well as all deferred portions of the additionalcompensation for the previous year.  Ifsuch individual plan participant in the Senior Management grouping isterminated without cause after June 30 or that such individual dies or becomedisabled after June 30, such individual plan participant, or their estate,shall be entitled a pro rata portion of the current year if Bank achieves thecurrent year criteria. The formula to determine the pro rata portion shall bethe number of months the individual plan participant worked during the yeardivided by 12, with such payout to take place within five days of confirmationby the outside auditors to the Audit Committee of the financial statements forthe fiscal year. If such individual plan participant in the Senior Managementgrouping is terminated without cause or that such individual dies or becomedisabled they are only entitled to the deferred compensation tied to theprevious year’s performance subject to the attainment of the additionalcriteria and payout conditions previously described. Therefore if an individualplan participant is terminated without cause in August of a plan year suchindividual plan participant would be entitled to 8/12ths of the current year(subject to Bank achieving the current year criteria) plus any deferred portionfrom the previous year (subject to Bank achieving the deferred payout criteria)with such payouts to take place within five days of confirmation by the outsideauditors to the Audit Committee of the financial statements for the fiscalyear. In such case the individual plan participant is not entitled to anydeferred portion for the year such individual was terminated without cause orthat individual died or became disabled. The definition of “cause”, “withoutcause” and “disability” shall be the same as the definitions contained in theemployment agreement between Bank and the plan participant and in the eventthere is no employment agreement between Bank and the plan participant, thedefinitions shall be as set forth in Exhibit A, attached hereto.

In the event ofthe sale of Bank or a merger of Bank where Bank shareholders do not own atleast 50% of the surviving entity, the deferred portions shall be paidimmediately upon the consummation of such event.

Participant’sDistribution

The CEO isentitled to up to 40%. No Participant shall be entitled to more than 40%without the approval of the Board of Directors of Bank. The CEO shall beauthorized to determine the breakdown of participation by eachParticipant.  The Personnel Committee ofthe Board has the authority to review the breakdowns.

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