**Exhibit10.15**

**EMPLOYMENTAGREEMENT**

This Employment Agreement (this “Agreement”) ismade and entered into as of this       day ofDecember 2005 (the “Effective Date”) by and between A. VincentSiciliano (“Executive”) and 1st Pacific Bank of California, a Californiastate-chartered bank (the “Bank”), with regard to the following:

A.            Executive has served as thePresident and Chief Executive Officer of the Bank under an Employment Agreementbetween Executive and the Bank dated January 1, 2005 (the “Former EmploymentAgreement”), which the parties desire to terminate as of the Effective Datewithout further liability of the Bank or Executive thereunder of any kind.

B.            Executive and the Bank have agreedthat Executive shall continue to serve as the President and Chief ExecutiveOfficer and a full-time employee of the Bank under the terms of this Agreement,and as such is expected to make a major contribution to the profitability,growth and financial strength of the Bank.

C.            The Bank considers the availabilityof Executive’s services, managerial skills and business experience to be in thebest interests of the Bank and the shareholders of the Bank and desires toassure the continued services of Executive on behalf of the Bank.

D.            Executive is willing to be employed bythe Bank upon the understanding that the Bank will provide him with incomesecurity and benefits if his employment with the Bank is terminated, uponcertain terms and conditions.

NOW, THEREFORE, for valuable consideration the receipt and sufficiencyof which are hereby acknowledged, the parties agree as follows:

1.             Definitions.

“Automobile” shall have the meaning set forth inParagraph 3.5.

“Bank” means 1st Pacific Bank of California, a Californiastate-chartered bank, its successors and permitted assigns.

“Bank Board” means the Board of Directors of the Bank.

“Beneficiary” means the person or entity to receive rights orbenefits under this Agreement, as set forth in this Agreement, in the event ofthe death of Executive.  Unless otherwisespecified in a written notice to the Bank, the Beneficiary shall be the spouseof Executive, if any, and if there is none, the estate of Executive (includingany trust created by the terms of Executive’s will) or, if Executive providesthe Bank with written notice thereof prior to his death, any trust as to whichExecutive was a settlor with a power of revocation.

“Benefits” means the types and amounts of benefits providedunder Paragraph 3.7, provided that if at the date of reference the termsof any Bank insurance plan prohibit the continuance or recommencement ofinsurance benefits that Executive formerly held, the Bank shall be obligated topay to Executive in cash on a monthly basis an amount equal to the Bank’s

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former premium payments (pro rated on a monthly basis)for the benefit of Executive under such plan, except that if Executive isentitled to COBRA health insurance benefits the amount shall be increased tothe amount payable by Executive for such benefits if higher than the Bank’sformer premium payments.

“Change of Control” means the occurrence of any of the followingevents:

(i)            any“person” (as used in Section 13(d) of the Securities Exchange Act of1934 and the rules promulgated thereunder) becomes the “beneficial owner” (asdefined in Rule  13d-3) of securitiesrepresenting a majority of the voting power of the then outstanding securitiesof the Bank; or

(ii)           asale of assets involving all or substantially all of the assets of the Bank, ora merger or consolidation of the Bank in which the holders of securities of theBank immediately prior to such event hold in the aggregate less than a majorityof the securities of the Bank or any other surviving or resulting entityimmediately after such event.

Notwithstanding theforegoing, a Change in Control shall not be deemed to have occurred in theevent the Bank forms a holding company as a result of which the holders of theBank’s outstanding voting securities immediately prior to the transaction hold,in approximately the same relative proportions as they held prior to thetransaction, substantially all of the outstanding voting securities of aholding company owning all of the Bank’s outstanding voting securities afterthe completion of the transaction.

“Change of Control Severance Benefits” means (i) an amountequal to the sum of (y) two (2) times Executive’s base annual salaryat the rate then in effect in accordance with Paragraph 3.1, plus(z) the amount actually paid by the Bank to Executive under the Plan forthe immediately preceding year; and (ii) continuation of benefits providedunder Paragraph 3.7 or substitute equivalent benefits in the event thatthe particular benefits (for instance, insurance coverage) are not carried bythe Bank under its programs following the Change of Control Termination, for aperiod of twelve (12) months.

“Change of Control Termination” means the termination ofemployment of Executive within twelve (12) months after a Change of Control(i) by the Bank under Paragraph 4.1.5; or (ii) by Executiveunder Paragraph 4.2 for Good Cause.

“Code” means the Internal Revenue Code of 1986, as amended.

“Disability” shall be deemed to occur on the date the Executiveis, by reason of any medically determinable physical or mental impairment thatcan be expected to result in death or can be expected to last for a continuousperiod of not less than 12 months, receiving income replacement benefits for aperiod of not less than three months under an accident and health plan coveringemployees of the Bank.

“Executive” means A. Vincent Siciliano.

“Expiration Date” means December 31, 2007.

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“Good Cause” means: (i) a reduction in Executive’s base salary below the rate then ineffect in accordance with Paragraph 3.1; (ii) the Bank requiring thatExecutive be based at a location more than fifty (50) miles from the Bank’sheadquarters as of the Effective Date (excluding travel for Bank business andother temporary relocations of no more than thirty (30) days individually);(iii) a reduction in his title; or (iv) the continuation after aChange of Control, or imposition within six (6) months after a Change ofControl, of a material reduction in the duties or authority of Executive sothat he is no longer performing substantially all of the duties of a presidentand chief executive officer of a community bank.

“Plan” means the 1st Pacific Bank of California IncentiveCompensation Plan for Senior Management, in substantially the form attachedhereto as Exhibit A.

“Separation and Consulting Agreement” means the Separation andConsulting Agreement and General Release of Claims, substantially in the formattached hereto as Exhibit B.

“Trade secrets and other proprietary and confidential information”means and consist of, for example, and not intending to be inclusive,information concerning any matters relating to the business of the Bank, any ofits customers, governmental relations, customer contacts, underwritingmethodology, loan program configuration and qualification strategies, marketingstrategies and proposals, or any other information concerning the business ofthe Bank, its subsidiaries and affiliates, and the Bank’s good will; providedthat “Trade secrets and other proprietary and confidential information” shallnot be deemed to include information that is or becomes, through no fault ofExecutive, in the public domain.

2.             Rights and Duties of Executive.

2.1           Employment.  The Bank hereby employs Executive as itsPresident and Chief Executive Officer, and Executive accepts the dutiesdescribed herein, and agrees to discharge the same faithfully and to the best ofhis ability.  Executive shall performsuch other duties as shall be from time to time prescribed by the BankBoard.  Executive shall devote his fullbusiness time and attention to the business and affairs of the Bank.

2.2           Termination of Former EmploymentAgreement.  As of the Effective Date,the Former Employment Agreement, and all of its exhibits, shall terminatewithout further liability of the Bank or Executive thereunder of any kind.

2.3           At-Will Employment.  Executive’s employment with the Bank is notfor a fixed period of time and can be terminated at the will of eitherExecutive or the Bank at any time, with or without notice, and with or withoutcause.  There are no agreements betweenExecutive and the Bank contrary to Executive’s at-will status.  Neither a Bank Board member nor a manager,supervisor, employee or agent of the Bank is authorized to alter Executive’sat-will status, except for the Chairperson of the Bank Board, and then only ina writing signed both by the Chairperson of the Bank Board and Executivefollowing adoption of a resolution by the Bank Board authorizing the specificchange reflected in such writing and authorizing the Chairperson of the BankBoard to sign such writing.  Executiveshould neither assume nor imply any promise of employment for any specifiedperiod of time except through such a signed writing.  This

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Agreement shall terminate immediately without furtherliability or obligation to Executive if (i) the Bank is closed by anysupervisory authority, or (ii) any supervisory authority demands, byproposed consent agreement or by a Prompt Corrective Action Directive, orpursuant to cease and desist powers, the removal of Executive from his positionas the President or Chief Executive Officer of the Bank.  Should Executive remain employed under thisAgreement through the Expiration Date, Executive’s employment with the Bankshall automatically terminate on that date and this Agreement shall be of noforce or effect on or after that date, subject to Paragraphs 5.4 and 8.6.

2.4           Outside Activities.  Executive shall not have other employment,consulting, charitable or independent contractor work that materiallyinterferes with the fulfillment of Executive’s duties to the Bank.  Executive shall not undertake expandedcommitments to business or charitable activities or engage in new suchactivities before consulting with the Chairperson of the Bank or theChairperson of the Personnel Committee of the Bank Board.  Executive will not provide services to, holdor make any investment in or loan to, or participate in the management orbusiness of, any bank, savings and loan, credit union, thrift and loan,industrial loan or other entity engaged in the business of making loans oraccepting deposits or both; provided that Executive may own less than 5% of thevoting stock of any company that files reports under the Securities ExchangeAct of 1934.

3.             Compensation and Benefits.  In consideration for the services to berendered by Executive to the Bank, the Bank agrees to provide Executive withthe following compensation and benefits:

3.1           Salary.  The Bank shall pay Executive a minimum annualsalary at the rate of Two Hundred Thousand Dollars ($200,000) for the periodfrom the date hereof to December 31, 2005, increasing to Two Hundred TenThousand Dollars ($210,000) for the period of January 1, 2006 toDecember 31, 2006 and increasing to Two Hundred Thirty One Thousand($231,000) from January 1, 2007 through the Expiration Date, due andpayable biweekly, or otherwise in accordance with the Bank’s policy for thescheduling of salary payments to employees as in effect from time to time.  Other salary increases, if any, shall only beas approved by the Bank Board in its sole discretion.

3.2           Intentionally Omitted.

3.3           Withholding and Deductions.  The Bank shall withhold and/or deduct fromany and all salary or other payments to Executive, all taxes which may berequired to be deducted or withheld under any provision of law (including, butnot limited to, social security payments and income tax withholding) now ineffect or which may become effective any time during Executive’s employmentwith the Bank.

3.4           Executive Incentive Compensation.  In general, the Bank believes that superiorperformance of Executive should be rewarded and encouraged by incentivecompensation.  the Bank Board shall adoptthe Plan pursuant to which Executive may be entitled to incentive compensationprovided that the performance goals of the Bank as set forth in the Plan areachieved and the terms and conditions of the Plan are satisfied.  In addition, Executive shall be entitled toother incentive compensation and bonuses as the Bank Board may determine

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in its sole discretion.  Notwithstanding the foregoing, Executiveshall not participate in the Bank’s Team Share Plan.

3.5           Automobile.  The Bank shall provide Executive with the useof an automobile to be owned or leased by the Bank, mutually agreeable to theBank and Executive (the “Automobile”). All loan and lease payments and operating costs of the Automobile shallbe borne by the Bank.  Executive agreesto maintain and provide the Bank with adequate records of expenses incurred inthe operation and maintenance of the Automobile and the extent of the businessuse of the Automobile.  Within ten (10)business days after the Bank’s obligation to provide the Automobile ceases,except in the event the Automobile is required to be transferred to Executiveunder one of Paragraphs 5.2.1(c), 5.3.1, 5.4.1 or 5.4.2, the Automobileshall be returned to the Bank, or, at Executive’s option, the Bank shalltransfer the Automobile to Executive in exchange for Executive’s pay-off of anylease or loan (including early lease termination charges, taxes and other costsrelated to such pay-off), or payment to the Bank of the unamortized value ofthe Bank’s investment in the Automobile, if any, whichever is lower.

3.6           Expense Reimbursement.  The Bank agrees to reimburse Executive forall ordinary and necessary expenses incurred by Executive on behalf of the Bankin accordance with the Bank’s policies and procedures as in effect from time totime, including entertainment, meal and travel expenses.

3.7           Insurance.  The Bank shall provide life insurance with alife insurance benefit equal to at least one and one-half times the annualsalary of Executive at the rate then in effect under Paragraph 3.1, whichshall be provided through any group life insurance plan of the Bank at the Bank’soption.  The Bank shall provide toExecutive the long term disability insurance provided by the Bank to employeesat the Effective Date under the Bank’s group plan or shall replace it withsimilar coverage so long as Executive is employed by the Bank.  Executive shall be entitled to participate insuch other insurance benefits as are generally provided to the employees of theBank from time to time.

3.8           Vacation.  Executive shall be entitled to five weeks ofvacation time and pay per annum, which shall be scheduled in Executive’sdiscretion, subject to and taking into account applicable banking laws andregulations.  Unused vacation may beaccrued up to a maximum of six weeks of unused vacation in addition to thevacation to which Executive may be entitled in the current year, and thereafterExecutive shall cease to accrue unused vacation until used.

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4.          Termination.

4.1           Employer Right to TerminateEmployment.  Nothing in thisAgreement shall adversely affect the right of the Bank Board to terminateExecutive.  The Bank Board has the rightto terminate the employment of Executive with the Bank at will, with or withoutcause, upon delivery of written notice to Executive (except in the case ofdeath of Executive, in which event termination shall automatically occur at thedate of death), and including, but not limited to, for any of the followinggrounds:

4.1.1        Willful breach or habitual neglect orinability (except where such inability is due to Disability or death) toperform Executive’s duties hereunder, including without limitation failure tocooperate with the Bank Board in the structuring, documentation or negotiationof a transaction that might result in a Change of Control;

4.1.2        Malfeasance or misfeasance in theperformance of Executive’s duties hereunder, imposition of a regulatory orderto remove Executive, failure to comply with a direction by the Chairperson ofthe Bank Board, material breach of Bank policy or procedure, or breach of thisAgreement;

4.1.3        Immoral or illegal conduct, convictionof a felony, conviction of a misdemeanor involving moral turpitude;

4.1.4        Disability or death;

4.1.5        Determination in the complete discretionof the Bank Board that the employment of Executive should be terminated priorto the Expiration Date, without reference to the grounds set forth inParagraphs 4.1.1, 4.1.2, 4.1.3 or 4.1.4, and specification of thetermination date in the notice described in Paragraph 4.1.

4.2           Termination by Executive.  Executive may terminate his employment withthe Bank at will, for any reason, and without advance notice.  However, as a courtesy, Executive isrequested to deliver written notice to the Bank three (3) months inadvance of the date such termination is to take effect, except with respect toa termination for Good Cause.  Executivemay terminate his employment with the Bank prior to the Expiration Date for GoodCause upon thirty (30) days notice to the Bank and the Bank’s failure to curewithin that time.  To be effective, suchnotice must be given by Executive within fifteen (15) days of the occurrence ofthe event that constitutes Good Cause, provided that if Good Cause results froma material reduction in the duties or authority of Executive so that he is nolonger performing substantially all of the duties of a president and chiefexecutive officer of a community bank and such reduction occurs before a Changeof Control occurs and continues after the Change of Control occurs, Executiveshall be required to give the thirty (30) day notice described above withinfifteen (15) days of the Change of Control.

4.3           Termination Upon Expiration.  Should Executive remain employed under thisAgreement through the date five (5) months prior to the Expiration Date,Executive shall have the right, while he is still employed, to provide writtennotice to the Bank of his desire to remain employed after the Expiration Dateon or before the date four (4) months prior to the Expiration Date.  If Executive and the Bank have not enteredinto an amendment of this

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Agreement extending its term or another writtenagreement replacing this Agreement on or prior to the date three(3) months prior to the Expiration Date, and Executive’s employment is nototherwise terminated, Executive’s employment shall automatically terminate onthe Expiration Date.  If such anextension or replacement is not entered into on or prior to three(3) months prior to the Expiration Date, Executive shall be deemed to havebeen given advance notice by the Bank that his employment with the Bank willterminate as of the Expiration Date. Nothing in this Paragraph shall prejudice the at-will status ofExecutive or require the Bank to negotiate with Executive.

4.4           Post-Notice Activities ofExecutive.  In the event terminationis not effective immediately upon the delivery of notice of termination by theBank or Executive, the Bank shall have the right to require that during theperiod between the giving of notice and the effective date of termination,Executive’s activities and responsibilities be curtailed as deemed appropriateby the Bank.  Such curtailment shallinclude, without limitation, removing Executive from corporate offices,requiring Executive to be physically absent from the Bank’s facilities, andeliminating Executive’s access to computer systems, e-mail and telephonesystems.

4.5           Automatic Resignations.  Upon notice of termination of employmentExecutive shall, automatically and without further action by any party, bedeemed to have resigned from all directorships with the Bank and any of itssubsidiaries and affiliates.  Upontermination of employment, Executive shall, automatically and without furtheraction by any party, be deemed to have resigned from all offices and othercapacities with the Bank and any of its subsidiaries and affiliates.

5.             Post-Termination Payments and Benefits.  The following are the post-terminationpayments and benefits to which Executive is entitled upon termination of employmentwith the Bank.

5.1           Termination Resulting from Breach.  In the event the employment of Executive isterminated under Paragraphs 4.1.1, 4.1.2 or 4.1.3, the Bank shall provideExecutive only the base salary and Benefits, if any, then-provided, on theterms then-provided, due him through the date of termination and shall not beobligated to provide any other compensation or Benefits.

5.2           Other Terminations.

5.2.1        Payments.  In the event the employment of Executive isterminated under Paragraphs 4.1.4 or 4.1.5, or under Paragraph 4.2for Good Cause, and subject to Executive first entering into the Separation andConsulting Agreement and such agreement being fully effective, the Bank shallprovide Executive only the following:

(a)           a payment equal to eighteen (18)months of the base salary at the rate then in effect in accordance withParagraph 3.1, with such payment to be made in two equal installments, thefirst of which shall be paid to Executive within five (5) days followingthe date the Separation and Consulting Agreement is fully effective, and thesecond of which shall be paid to Executive on the year anniversary of suchdate;

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(b)           his portion of incentive compensationunder the Plan, if any, to which he may be entitled if the Bank achieves theperformance requirements under the Plan for the year in which Executive’semployment is terminated, subject to the terms and conditions of the Plan;

(c)           all right, title and interest in theAutomobile to Executive as soon as reasonably practicable following the datethe Separation and Consulting Agreement is fully effective;

(d)           a payout of all accrued by unusedvacation as of the date of termination; and

(e)           continuation of the group medical andother insurance benefits, if any, then-provided under Paragraph 3.7, for aperiod of nine (9) months from the date of termination, subject to thelimitations of and to the extent permitted by the policy or policies underwhich subh benefits are provided.

5.2.2        Executive’s Right to Waive Payments.  Executive shall have the right to waive hisrights to receive such payments and Benefits otherwise due under thisParagraph 5.2 by giving advance written notice of such waiver to theBank.  After receipt of such notice, theBank shall have no further obligation to provide any payments or Benefits underthis Paragraph 5.2.

5.3           Change of Control.

5.3.1        Payment Following CertainTerminations Related to Change of Control. Subject to Executive first entering into the Separation and ConsultingAgreement and such agreement being fully effective, in respect of any Change ofControl Termination the Bank shall pay to Executive the Change of ControlSeverance Benefits in a lump sum (except for the benefits underParagraph 3.7, which shall be continued) within five (5) days followingthe date the Separation and Consulting Agreement is fully effective, and takesuch actions as may be necessary to transfer and assign all right, title andinterest in the Automobile to Executive as soon as reasonably practicablefollowing the date the Separation and Consulting Agreement is fully effective.

5.3.2        Executive’s Right to Waive Payments.  Executive shall have the right to waive hisrights to receive payments and Benefits otherwise due under thisParagraph 5.3 by giving advance written notice of such waiver to theBank.  After receipt of such notice, theBank shall have no further obligation to provide any payments or Benefits underthis Paragraph 5.3.

5.3.3        Adjustments in Payments.  The terms of this Paragraph 5.3.3override and control any and all other terms of this Agreement to the extentinconsistent with this Paragraph 5.3.3. This Paragraph 5.3.3 shall apply to the extent that the aggregatepresent value of any or all payments and benefits in the nature of compensationto (or for the benefit of) Executive provided under this Agreement or otherwiseprovided to Executive by or on behalf of the Bank or any affiliate, parent orcontrolling entity of the Bank, constitute a “parachute payment” under theprovisions of Section 280G of the Code, and the regulations thereunder(the 

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“Total Payments”).  In the event that the Total Payments wouldexceed an amount equal to 299% of Executive’s “base amount” as that term isdefined in Section 280G of the Code, as determined by the independentpublic accountants for the Bank (the “Accountants”), prior to the firstrelevant payment under this Agreement, the Bank shall inform Executive of thisdetermination and payment shall be delayed for a period of no longer than 30days.  During that 30 days, the Accountants,legal counsel to the Bank, Executive and Executive’s tax advisors shall reviewthe tax impact to Executive of all of the payments and benefits included in thecalculation of the “parachute payment” and Bank shall pay to Executive underthis Agreement whichever of the following in the Bank’s judgment would provideExecutive with the higher after-tax compensation, after taking into account allapplicable state and federal taxes (computed at the highest marginal rate)including Executive’s share of F.I.C.A. and Medicare taxes and any taxespayable pursuant to Section 4999 of the Code:

(a)           A reduced payment under thisAgreement (or a reduction in other payments or benefits included in the TotalPayments to the extent agreed by Executive and legally and contractuallypermissible) such that the Total Payments are no more than 299% of the “baseamount”; or

(b)           The payment required under thisAgreement.

5.4           Termination at Expiration Date.  IfExecutive’s employment is terminated as a result of expiration of this Agreementat the Expiration Date, the Bank shall provide Executive only the following:

5.4.1        if within ten (10) business daysfollowing the Expiration Date, Executive first enters into the Separation andConsulting Agreement and that agreement is fully effective, the Bank shall payExecutive his base monthly salary at the rate in effect at the Expiration Dateunder Paragraph 3.1 for a period of six (6) months from the date theSeparation and Consulting Agreement is fully effective, with the first paymentto be paid one month after such date, or at the option of the Bank a lump sumpayment of such amount, and take such actions as may be necessary to transferand assign all right, title and interest in the Automobile to Executive as soonas reasonably practicable following the date the Separation and ConsultingAgreement is fully effective.

5.4.2        if within ten (10) business daysfollowing the Expiration Date, Executive does not enter into the Separation andConsulting Agreement and that agreement is not fully effective, the Bank hasthe option to pay Executive his base monthly salary at the rate in effect atthe date of termination under Paragraph 3.1 for a period of six(6) months from the date of termination, with the first payment to be paidon the one month anniversary of such date, and take such actions as may benecessary to transfer and assign all right, title and interest in theAutomobile to Executive as soon as reasonably practicable following theExpiration Date, and if the Bank provides the first such payment and transfersand assigns the Automobile, regardless of whether Executive has executed andentered into the Separation and Consulting Agreement with the Bank, Executiveshall be deemed bound by such agreement in the form attached hereto in exchangefor the consideration provided in this Paragraph, as if executed and deliveredby him and fully effective, other than with respect to releases of claims andconsideration for those releases;

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5.4.3        a payout of all accrued but unusedvacation as of the date of termination;

5.4.4        continuation of the group medical andother insurance benefits, if any, then-provided under Paragraph 3.7, for aperiod of six (6) months from the date of termination, subject to thelimitations of and to the extent permitted by the policy or policies underwhich such benefits are provided; and

5.4.5        payment of certain incentivecompensation in compliance with the Plan, with Executive’s termination as aresult of expiration being considered for the limited purpose of interpretingthe Plan in the context of this Agreement as being a termination “withoutcause.”

5.5           Consideration for Payments andRemedies.  Without limiting any otherremedies available to the Bank, the payments to be made underParagraphs 5.2, 5.3 or 5.4 (subject to the exceptions stated therein)after the date of termination of Executive’s employment shall be subject toExecutive’s execution of the Separation and Consulting Agreement, and Executive’scontinued compliance with the Separation and Consulting Agreement and the termsof this Agreement that are effective after termination of Executive’semployment, through the making of the last such payment.

5.6           Death Following Termination.  In the event that Executive dies whilereceiving any payments under this Paragraph 5, such payments shall becontinued for the benefit of the Beneficiary, as would otherwise be requiredunder this Paragraph 5.

5.7           Nonassignability.  Neither Executive nor any other person orentity shall have any power or right to transfer, assign, anticipate, hypothecate,mortgage, commute, modify, or otherwise encumber in advance any of the rightsor benefits of Executive under this Paragraph 5, nor shall any of saidrights or benefits be subject to seizure for the payment of any debts,judgments, alimony or separate maintenance, owed by Executive or any otherperson or entity, or be transferable by operation of law in the event ofbankruptcy, insolvency or otherwise.  Theterms of this Paragraph 5.7 shall not affect the interpretation of anyprovision of this Agreement.

5.8           Claims Procedure.  The Bank Board shall make all determinationsas to rights to benefits under this Paragraph 5.

5.9           Regulatory Restrictions.  The parties understand and agree that at thetime any payment would otherwise be made or benefit provided under thisParagraph 5, depending on the facts and circumstances existing at suchtime, the satisfaction of such obligations by the Bank may be deemed by aregulatory authority to be illegal, an unsafe and unsound practice, or for someother reason not properly due or payable by the Bank.  Among other things, the regulations at 12C.F.R. Part 30, Appendix A promulgated pursuant to Section 39(a) ofthe Federal Deposit Insurance Act, and at 12 C.F.R. Part 359, or similarregulations or regulatory action following similar principles may apply at suchtime.  The Bank agrees that to the extentreasonably feasible, it will in good faith seek to determine the position ofthe appropriate regulatory authority in advance of each payment or benefitotherwise due under this Paragraph 5, including

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seeking the approval or acquiescence of theappropriate regulatory authorities, if required.  The parties understand, acknowledge and agreethat, notwithstanding any other provision of this Agreement, the Bank shall notbe obligated to make any payment or provide any benefit under thisParagraph 5 where (i) an appropriate regulatory authority does notapprove or acquiesce as required or (ii) the Bank has been informed eitherorally or in writing by a representative of the appropriate regulatoryauthority that it is the position of such regulatory authority that making suchpayment or providing such benefit would constitute an unsafe and unsoundpractice, violate a written agreement with the regulatory authority, violate anapplicable rule, law or regulation, or would cause the representative of theregulatory authority to recommend enforcement action against the Bank.

5.10         Right of Offset. Any and all ofthe compensation and benefits that would otherwise be provided under thisParagraph 5 are subject to the Bank’s offset for any liability ofExecutive to the Bank to the extent the Bank Board determines that suchliability exists.  In addition, withoutlimiting the remedies of the Bank otherwise available under this Agreement orotherwise, all compensation and benefits that would otherwise be payable underthis Paragraph 5 shall cease as of the date Executive first violates anyof the provisions included in Paragraphs 6.4, 6.5 or 6.6.

5.11         Overlapping Benefits and Payments.  In the event that Executive receives paymentsand/or benefits under one of Paragraphs 5.1 through 5.4, inclusive,Executive may not receive payments and/or benefits under one of the other ofsuch Paragraphs, and the first such applicable of those Paragraphs shallapply.

5.12         Delayed Payments.  In the event that Code Section 409A (“409A”)applies to any compensation with respect to a separation from service, paymentof that compensation shall be delayed if Executive is a “specified employee,”as defined in 409A(a)(2)(B)(i), and such delayed payment is required by409A.  Such delay shall last six monthsfrom the date of separation from service. On the day following the end of such six-month period, the Bank shallmake a catch-up payment to Executive equal to the total amount of such paymentsthat would have been made during the six-month period but for thisSection 5.12, plus interest calculated at the prime rate as reported inThe Wall Street Journal

6.             Additional Covenants.

6.1           Insurance.  The Bank shall have the right to obtain andhold a “keyman” life insurance policy on the life of Executive and disabilityinsurance covering Executive, in each case, with the Bank as beneficiary ofsuch policy.  Executive agrees to provideany information required for the issuance of any such policy and submit himselfto any physical examination required for any such policy.

6.2           Unsecured General Creditor.  Neither Executive nor any other person orentity shall have any legal right or equitable rights interests or claims in orto any property or assets of the Bank under the provisions of thisAgreement.  No assets of the Bank shallbe held under any trust for the benefit of Executive or any other person orentity or held in any way as security for the fulfilling of the obligations ofthe Bank under this Agreement.  All ofthe Bank’s assets shall be and remain the general, unpledged, unrestrictedassets of the Bank.  The Bank’s

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obligations under this Agreement are unfunded andunsecured promises, and to the extent such promises involve the payment ofmoney, they are promises to pay money in the future.  Executive and any person or entity claimingthrough him shall be unsecured general creditors with respect to any rights orbenefits hereunder.

6.3           Dispute Resolution.  Simultaneously with the execution of thisAgreement, the parties have entered into the Arbitration Agreement attached asExhibit C, which the parties agree shall govern the resolution of any andall disputes referenced therein.

6.4           Return of Documents.  Executive expressly agrees that upontermination of employment he will return to the Bank all Bank manuals,document, files, reports, studies, customer lists, business plans, loan anddeposit program plans and outlines, customer solicitation and follow-uptechniques and plans, marketing plans, employee policies, incentivecompensation arrangements, instruments, software, and other materials usedand/or developed by Executive during his employment, whether in paper, computerreadable, computer coded, magnetic, compact disk or other tangible orelectronic form.

6.5           Confidentiality.

6.5.1        Definition.  During the term of employment with the Bank,Executive will have access to and become acquainted with various trade secretsand other proprietary and confidential information which are owned by the Bankand which are used in the operation of the Bank’s business, the wrongful use ordisclosure of which to the public or competitors of the Bank would materiallyadversely affect the business and prospects of the Bank.

6.5.2        No Disclosure.  Executive shall not disclose or use in anymanner, directly or indirectly, any trade secrets and other proprietary andconfidential information either during the Term or at any time thereafter,except as required in the course of employment with the Bank.

6.6           Business Protection Covenants.

6.6.1        Covenant Not to Compete.  Executive agrees that he will not, during thecourse of employment or during any period following the termination of hisemployment during which he is receiving compensation or benefits underParagraphs 5.2, 5.3 or 5.4, voluntarily or involuntarily, directly orindirectly, (i) engage in any banking or financial products or servicebusiness, loan origination or deposit-taking business or any other businesscompetitive with that of the Bank, its subsidiaries or affiliates (“CompetitiveBusiness”) within the county of San Diego (the “Market Area”),(ii) directly or indirectly own, manage, operate, control, be employed by,or provide management or consulting services in any capacity to any firm,corporation, or other entity (other than the Bank or its subsidiaries oraffiliates) engaged in any Competitive Business in the Market Area, or(iii) directly or indirectly solicit or otherwise intentionally cause anyemployee, officer, or member of the Bank Board or any of its subsidiaries oraffiliates to engage in any action prohibited under (i) or (ii) ofthis Paragraph 6.6.1.

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6.6.2        Inducing Employees To Leave The Bank;Employment of Employees.  Any attempton the part of Executive to induce others to leave the Bank’s employ, or theemploy of any of its subsidiaries or affiliates, or any effort by Executive tointerfere with the Bank’s relationship with its other employees would beharmful and damaging to the Bank. Executive agrees that during the term of employment and during anyperiod following the termination of his employment during which he is receivingcompensation or benefits under Paragraphs 5.2, 5.3 or 5.4, Executive willnot in any way, directly or indirectly (i) induce or attempt to induce anyemployee of the Bank or any of its subsidiaries of affiliates to quitemployment with the Bank or the relevant subsidiary or affiliate;(ii) otherwise interfere with or disrupt the relationships between theBank and its subsidiaries and affiliates and their respective employees;(iii) solicit, entice, or hire away any employee of the Bank or any of itssubsidiaries or affiliates; or (iv) hire or engage any employee of theBank or any subsidiary or affiliate or any former employee of the Bank or anysubsidiary or affiliate whose employment with the Bank or the relevantsubsidiary or affiliate ceased after the date of termination of Executive’semployment with the Bank.

6.6.3        Equitable Relief.  Executive acknowledges and agrees thatirreparable injury will result to the Bank in the event of a breach of any ofthe provisions of this Paragraph 6 (the “Designated Provisions”)and that the Bank will have no adequate remedy at law with respectthereto.  Accordingly, in the event of amaterial breach of any Designated Provision, and in addition to any other legalor equitable remedy the Bank or its subsidiaries or affiliates may have, theBank and any relevant subsidiary or affiliate shall be entitled to the entry ofa preliminary and permanent injunction (including, without limitation, specificperformance) to restrain the violation or breach thereof by Executive or anyaffiliates, agents, or any other persons acting for or with Executive in anycapacity whatsoever, and Executive submits to the jurisdiction of such court inany such action.  Any such remedy shallbe granted pursuant to the dispute resolution procedures applicable underParagraph 6.3.

6.6.4        Severability.  It is the desire and intent of the partiesthat the provisions of this Paragraph 6 shall be enforced to the fullestextent permissible under the laws and public policies applied in eachjurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Paragraph 6 shall beadjudicated or found to be invalid or unenforceable, such provisions shall bedeemed amended to delete therefrom the portion thus adjudicated or found to beinvalid or unenforceable, such deletion to apply only with respect to theoperation of such provision in the particular jurisdiction in which suchadjudication or finding is made.  Inaddition, should any court or arbitrator determine that the provisions of thisParagraph 6 shall be unenforceable with respect to scope, duration, orgeographic area, such court or arbitrator shall be empowered to substitute, tothe extent enforceable, provisions similar hereto or other provisions so as toprovide to the Bank, to the fullest extent permitted by applicable law, thebenefits intended by this Paragraph 6.

6.7           Indemnification.  To the fullest extent permitted by law and inaccordance with the procedures and substantive requirements imposed by law andapplicable regulation (including 12 C.F.R. Part 359, or similar regulations orregulatory action following similar principles), the Bank shall indemnify Executivein the event he was or is a party or is threatened to be made a party in anyaction brought by a third party against Executive (whether or not the Bank isjoined as a party defendant) against expenses, judgments, fines, settlement,and other

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amounts actually and reasonably incurred in connectionwith said action, provided Executive acted in good faith and in a mannerExecutive reasonably believed to be in the best interests of the Bank, andprovided the alleged conduct of Executive arose out of and was within thecourse and scope of his employment as an officer or employee of the Bank.  This Paragraph 6.7 shall not limit anyother rights to indemnification that Executive may now or hereafter have by lawor under the articles, bylaws or resolutions of the Bank or otherwise.

7.             Other Agreements.

7.1           Bank Policies and Manuals.  The parties further agree that to the extentof any inconsistency between this Agreement and any employee manual or policyof the Bank, that the terms of this Agreement shall supersede the terms of suchemployee manual or policy.

7.2           Oustanding Stock Options.  The provisions of this Agreement are not andshall not be interpreted to change the terms of any outstanding stock optionspreviously granted by the Bank to Executive. Without limiting the foregoing, the provisions regarding the grant ofoptions to purchase up to 28,750 shares of Bank stock set forth in Paragraph4.4 of the Employment Agreement by and between Executive and the Bank datedFebruary 12, 2002 (the “2002 Agreement”) are not amended by thisAgreement and shall be deemed included in this Agreement, and the references inthat paragraph to other provisions of the 2002 Agreement are herebyincorporated by reference for the limited purpose of continuing to effectuatethe agreement of the parties set forth in Paragraph 4.4 of the 2002Agreement.  The parties intend that thisAgreement be considered as establishing an “extended term” for purposes of thatprovision.

8.             General Provisions.

8.1           Notices.  Unless otherwise specifically permitted bythis Agreement, all notices or other communications required or permitted underthis Agreement shall be in writing, and shall be personally delivered or sentby registered or certified mail, postage prepaid return receipt requested, orsent by facsimile, provided that the facsimile cover sheet contain a notationof the date and time of transmission, and shall be deemed received: (i) ifpersonally delivered, upon the date of delivery to the address of the person toreceive such notice, (ii) if mailed in accordance with the provisions ofthis paragraph, two (2) business days after the date placed in the UnitedStates mail, (iii) if mailed other than in accordance with the provisionsof this paragraph or mailed from outside the United States, upon the dateof delivery to the address of the person to receive such notice, or(iv) if given by facsimile, when sent. Notices shall be given at the following addresses:

If to Executive:

A. Vincent Siciliano

411 Hidden Pines Lane

Del Mar, CA  92014

Fax: 858-792-7409

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If to the Bank:

James G. Knight, M.D.

Chairman

1st Pacific Bank ofCalifornia

c/o 6907 Camino Degrazia

San Diego, CA  92111

Fax: 619-222-8216

With a copy to:

Kurt L. Kicklighter, Esq.

Luce, Forward,Hamilton & Scripps LLP

601 West Broadway,Suite 2600

San Diego, CA  92101

Fax: 619-645-5339

The relevant party may change the address for delivery of notices bygiving notice of such change in accordance with this paragraph.

8.2           Complete Agreement; Modifications.  This Agreement and written agreements, ifany, entered into concurrently herewith (i) constitute the parties’ entireagreement, including all terms, conditions, definitions, warranties,representations, and covenants, with respect to the subject matter hereof,(ii) merge all prior discussions and negotiations between or among any orall of them as to the subject matter hereof, and (iii) supersede andreplace all terms, conditions, definitions, warranties, representations,covenants, agreements, promises and understandings, whether oral or written,with respect to the subject matter hereof. This Agreement may not be amended, altered or modified except by awriting signed by the party to be bound. With respect to the Bank, such amendment, alteration or modification mayonly be made on behalf of the Bank by the Chairperson of the PersonnelCommittee of the Bank Board, the Chairperson of the Bank Board or anotherperson specifically designated by the Bank Board.  With regard to such amendments, alterations,or modifications, facsimile signatures shall be effective as originalsignatures.  Any amendment, alteration,or modification requiring the signature of more than one party may be signed incounterparts.

8.3           Further Actions.  Each party agrees to perform any further actsand execute and deliver any further documents reasonably necessary to carry outthe provisions of this Agreement.

8.4           Assignment.  No party may assign its rights under thisAgreement without the prior written consent of the other parties hereto.

8.5           Successors and Assigns.  Except as explicitly provided herein to thecontrary, this Agreement shall be binding upon and inure to the benefit of theparties, their respective successors and permitted assigns.

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8.6           Termination and Survival.  Upon the termination of the employment ofExecutive, the Bank may terminate this Agreement upon notice to Executive,which may be provided at the time notice of termination of employment isprovided by either party.

8.6.1        The obligations of Executive and therights of the Bank under Paragraphs 4.5, 5.9, 5.10, 5.11 and 6.3 throughand including 6.6 shall survive the termination of this Agreement, providedthat if Executive and the Bank have entered into the Separation and ConsultingAgreement, the dispute resolution provisions of the Separation and ConsultingAgreement shall apply to and govern any and all disputes related to thisAgreement.

8.6.2        The obligations of the Bank to Executivewhich by their terms are to continue after termination of employment underParagraph 5 shall survive such termination of employment and terminationof the Agreement.  The notice provisionsof Paragraph 8.1 shall survive termination of employment and terminationof the Agreement.

8.6.3        Notwithstanding any provision of thisAgreement to the contrary, this Agreement shall terminate and, therefore, amongother things, none of the provisions providing for compensation or benefits toExecutive shall be of any effect, in the event that the Bank is placed into aconservatorship or receivership, it loses its Federal deposit insurance, or itsbanking charter is revoked.

8.7           Severability.  If any portion of this Agreement shall beheld by a court of competent jurisdiction to be invalid, void, or otherwiseunenforceable, the remaining provisions shall remain enforceable to the fullestextent permitted by law if enforcement would not frustrate the overall intentof the parties (as such intent is manifested by all provisions of the Agreementincluding such invalid, void, or otherwise unenforceable portion).

8.8           Extension Not a Waiver.  No delay or omission in the exercise of anypower, remedy, or right herein provided or otherwise available to any partyshall impair or affect the right of such party thereafter to exercise the same.  Any extension of time or other indulgencegranted to a party hereunder shall not otherwise alter or affect any power,remedy or right of any other party, or the obligations of the party to whomsuch extension or indulgence is granted except as specifically waived.

8.9           Time of Essence.  Time is of the essence of each and everyterm, condition, obligation and provision hereof.

8.10         No Third Party Beneficiaries.  This Agreement and each and every provisionhereof is for the exclusive benefit of the parties hereto and not for thebenefit of any third party.

8.11         Headings.  The headings in this Agreement are insertedonly as a matter of convenience, and in no way define, limit, or extend orinterpret the scope of this Agreement or of any particular provision hereof.

8.12         References.  A reference to a particular paragraph ofthis Agreement shall be deemed to include references to all subordinateparagraphs, if any.

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8.13         Counterparts.  This Agreement may be signed in multiplecounterparts with the same force and effect as if all original signaturesappeared on one copy; and in the event this Agreement is signed incounterparts, each counterpart shall be deemed an original and all of thecounterparts shall be deemed to be one agreement.

8.14         Applicable Law.  This Agreement shall be construed inaccordance with, and governed by, the laws of the State of California.

8.15         Representation by Counsel.  This Agreement has been negotiated by theparties with the assistance of their respective counsel and at their own costand expense.  For this reason theprincipal that an agreement shall be interpreted against the party that draftedit shall not apply to this Agreement.

IN WITNESS WHEREOF, the undersigned have executed thisAgreement as of the dates set forth below.
| Date:  |                               |   |   |
|--------|------------------------------------|--------|--------|
|   | A. Vincent Siciliano               |
|   |                               |
|   |                               |
|   | 1st PACIFIC BANK  OF CALIFORNIA, a |
|   | California state-chartered bank    |
|   |                               |
|   |                               |
| Date:  |                               |   | By:    |   |
|   | James G. Knight,  M.D., Chairman   |
|        |                                    |        |        |  |  |  |

 

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**EXHIBIT A**

**1****st**** PACIFIC BANK OF CALIFORNIA INCENTIVECOMPENSATION PLAN FOR**

**SENIORMANAGEMENT**

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**EXHIBIT B**

**SEPARATION AND CONSULTING AGREEMENT**

**AND**

**GENERAL RELEASE OF CLAIMS**

This Separation and Consulting Agreement and General Release of Claims(this “Agreement”) is entered into by and between A. Vincent Siciliano (“Employee”)and 1st Pacific Bank of California, a California statebank (the “Bank”).

**RECITALS**

A.    Employee commenced employment with Bank on or about                  .  Employee’s employment with the Bankterminated on                     ,         .

B.    Employee and the Bank desire to settle and compromise any and allpossible claims against the Bank by Employee arising out of their relationshipto date, including Employee’s employment with the Bank and the termination ofEmployee’s employment, and to provide for a general release of any and all suchclaims.

**AGREEMENT**

1.     Separation Pay/Consideration.  In consideration of the covenants andreleases set forth herein, the Bank agrees to pay Employee the amount payableto him and the non-monetary consideration (if any) due him, pursuant to and inaccordance with, Paragraphs 5.2, 5.3 or 5.4, as the case may be, of theEmployment Agreement dated December      , 2005,by and between the Bank and Employee (the “Employment Agreement”), less allapplicable state and federal deductions (in each case, the “Payment”), $2,000of which shall be consideration for Employee’s release of ADEA claims as setforth in Section 5, below; provided that no such Payment shall be madeuntil at least eight (8) days have past since Employee’s execution of thisAgreement and further provided that the amount and timing of any such paymentshall not violate Paragraph 5.12 of the Employment Agreement andSection 409A of the Internal Revenue Code of 1986.  The check representing the Payment shall bemailed to Employee at his/her home address at                     ..

2.     Consulting Services. The Bank will retain Employee as a consultant and Employee will provideconsulting services to the Bank, under the direction of the Chief ExecutiveOfficer of the Bank or his delegee, for a period of one year ifParagraphs 5.2 or 5.3 of the Employment Agreement apply, or six months ifParagraph 5.4 of the Employment Agreement applies (the “Consulting Term”),in order to assist in the maintenance of Bank’s customer, investor and employeerelationships, including without limitation services of the following types:(a) provision of specific information regarding the service requirementsof specific customers and their business and financial practices;(b) identification of and introduction to prospective customers of theBank; (c) advice regarding specific Bank employee relations and issues;(d) assistance in development of marketing plans; (e) assistance in fosteringcontinued relationships with customers of the Bank to whom Employee providedservices or as to which he was their primary contact at the Bank;(f) assisting in litigation or arbitration matters involving

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the Bank, includingappearing for depositions; (g) assisting in regulatory relations and(h) performance of special projects as yet undetermined.

a.     During the Consulting Term, Employee shallbe available to provide consulting services to the Bank upon reasonable noticeand at reasonable times on a quarterly basis not to exceed 40 hours per month.

b.     Employee’s consulting obligation to theBank shall not prevent him from engaging in other employment, consulting andbusiness relationships, provided these do not breach any of the otherprovisions of this Agreement or any other agreement with the Bank or preventhim from providing consulting services hereunder.

3.     Non-Competition. During the Consulting Term, Employee re-affirms and agrees that he shallcomply with his obligations and duties under Section 6 of the EmploymentAgreement.

4.     Release of All Claims Except Age Discrimination in EmploymentAct of 1967 (“ADEA”) Claims.

a.     In consideration of the payment and otherbenefits described in Section 1, which Employee would otherwise not beentitled to except for signing this Agreement, Employee does herebyunconditionally, irrevocably and absolutely release and discharge the Bank andany related holding, parent, sister or subsidiary entities and all of theirrespective boards of directors, officers, employees, agents, volunteers,attorneys, insurers, divisions, successors and assigns from any and all loss,liability, claims, demands, causes of action or suits of any type, whether inlaw and/or in equity, related directly or indirectly, or in any way connectedwith any transaction, affairs or occurrences between them to date, including,but not limited to, Employee’s employment with the Bank and the termination ofsaid employment.  This Agreementspecifically applies, without limitation, to any and all contract or tortclaims, claims for wrongful termination, wage claims, and claims arising underTitle VII of the Civil Rights Act of 1991, the Americans with Disabilities Act,the Equal Pay Act, the California Fair Employment and Housing Act, the Fair LaborStandards Act, the Family and Medical Leave Act, the California Family RightsAct, the California Labor Code, and any and all federal or state statutes orprovisions governing the employment relationship or discrimination inemployment except the federal statute specifically excluded hereafter.  This release specifically excludes any andall loss, liability, claims, demands, causes of action or suits of any typearising under the ADEA.  Employee’srelease of ADEA claims will be addressed separately in Section 3 of thisAgreement.

b.     Employee irrevocably and absolutely agreesthat he/she will not prosecute nor allow to be prosecuted on his/her behalf, inany administrative agency, whether federal or state, or in any court, whetherfederal or state, any claim or demand of any type related to the mattersreleased above, it being the intention of the parties that with the executionby Employee of this release, the Bank and any related holding, parent, sisteror subsidiary corporations or entities and all of their respective boards ofdirectors, officers, employees, agents, volunteers, attorneys, insurers,divisions, successors and assigns will be absolutely, unconditionally andforever discharged of and from all obligations to or on behalf of Employeerelated in any way to the matters discharged herein.

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5.     Release of All ADEA Claims.

a.     This section of the Agreement exclusivelyaddresses Employee’s release of claims arising under federal law involvingdiscrimination on the basis of age in employment (age 40 and above).  This section is provided separately, incompliance with federal law, including but not limited to the Older Workers’Benefit Protection Act of 1990, to ensure that Employee clearly understandshis/her rights so that any release of age discrimination claims under federallaw (the ADEA) is knowing and voluntary on the part of Employee.

b.     Employee represents, acknowledges andagrees that the Bank has advised him/her, in writing, to discuss this Agreementwith an attorney, and to the extent, if any, that Employee has desired,Employee has done so; that the Bank has given Employee twenty-one (21) daysfrom receipt of this Agreement to review and consider this Agreement beforesigning it, and Employee understands that he/she may use as much of this twenty-one(21) day period as he/she wishes prior to signing; that no promise,representation, warranty or agreements not contained herein have been made byor with anyone to cause him/her to sign this Agreement; that he/she has readthis Agreement in its entirety, and fully understands and is aware of itsmeaning, intent, content and legal effect; and that he/she is executing thisrelease voluntarily and free of any duress or coercion.

c.     The parties acknowledge that for a periodof seven (7) days following the execution of this Agreement, Employee mayrevoke the Agreement, and the Agreement shall not become effective orenforceable until the revocation period has expired.  This Agreement shall become effective eight(8) days after it has been signed by Employee and the Bank, and in theevent the parties do not sign on the same date, then this Agreement shallbecome effective eight (8) days after the date it is signed by Employee.

d.     In consideration of the separation paymentand other benefits made to Employee described in Section 1 of thisAgreement, which Employee would otherwise not be entitled to except for signingthis Agreement, Employee does hereby unconditionally, irrevocably andabsolutely release and discharge the Bank and any related holding, parent, sisteror subsidiary entities and all of their respective boards of directors,officers, employees, agents, volunteers, attorneys, insurers, divisions,successors and assigns from any and all loss, liability, claims, demands,causes of action or suits of any type arising under the ADEA and relateddirectly or indirectly to Employee’s employment with the Bank and thetermination of said employment.

6.     Section 1542 Waiver. Employee does expressly waive all of the benefits and rights granted tohim/her pursuant to California Civil Code section 1542, which reads:

a general release does notextend to claims which the creditor does not know of or suspect to exist in hisfavor at the time of executing the release, which if known by him must havematerially affected his settlement with the debtor.

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Employee doescertify that he/she has read all of this Agreement, including the releaseprovisions contained herein and the quoted Civil Code section, above, and thathe/she fully understands all of the same. Employee hereby expressly agrees that this Agreement shall extend andapply to all unknown, unsuspected and unanticipated injuries and damages(including, without limitation, those arising under the ADEA), as well as thoseinjuries and damages that are now disclosed.

7.     Confidentiality. Employee agrees that all matters relative to this Agreement, includingthe negotiations leading up to this Agreement and its terms, shall remainconfidential.  Accordingly, Employeehereby agrees that, with the exception of his/her spouse, regulatory agenciesof the Bank and tax and legal advisors, he/she will not discuss, disclose orreveal to any other persons, entities or organizations, whether within oroutside of the Bank, the terms and conditions of this Agreement.

8.     Non-Disparagement. Employee agrees that he/she will not disparage the Bank or any of itsdirectors, employees, agents or volunteers or otherwise interfere with the Bank’sbusiness, vendor or other relationships. Employee agrees not to make any derogatory or adverse statements,written or verbal, to anyone regarding the Bank or any of its present or formerdirectors, employees, agents or volunteers. The Bank agrees that it will neither disparage Employee nor make anyderogatory or adverse statements, written or verbal, to anyone regardingEmployee.  If an arbitrator determinesthat the Bank has breached its obligations under this Section 8, to theextent the Payment has not been paid in full, the Bank shall be required to makethe Payment in full to Employee within five (5) days following sucharbitrator’s determination.  Nothing inthis Section 8 shall prohibit or relate to any statement by any person toany bank regulatory agency.

9.     Entire Agreement. The parties further declare and represent that no promise, inducement oragreement not herein expressed has been made to them and that this Agreementcontains the full and entire agreement between and among the parties, and thatthe terms of this Agreement are contractual and not a mere recital.

10.   Future Employment.  Employee agrees that the Bank will not beobligated to offer employment to him/her or to hire him/her for any reason,regardless of the circumstances, at any time on or after the date of thisAgreement.  Employee agrees that he/shewill not apply for nor accept any such employment.

11.   Trade Secret/Proprietary Information.  Employee hereby reaffirms his/her obligationsunder his/her Employment Agreement with the Bank to which this Agreementrelates, which shall remain in effect to the extent provided in the EmploymentAgreement.  Employee further agrees thathe/she shall not disclose to any person(s) or entity(ies) at any time orin any manner, directly or indirectly, any information relating to theoperations of the Bank which has not already been disclosed to the generalpublic.  Employee agrees that thisprovision includes, but is not limited to, the following information:proprietary information and/or trade secrets; secret formulae; customer listsand/or names; product and service prices; customer charges; contracts; contractnegotiations and employee relations matters. Employee understands and agrees that this list is not all-inclusive.

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12.   Return of Company Property.  Employee agrees to promptly return allproperty or information belonging to the Bank, including all keys, computers,cellular telephones, and any document or property Employee generated duringhis/her employment at the Bank, and agrees that no such property will be inhis/her possession or control at the time he/she receives the considerationspecified in Section 1.  Thisincludes all property or information that may have come into his/her possessionas a result of his/her employment with the Bank.  Employee further acknowledges that he/she hasnot retained any copies of any such information.

13.   Applicable Law.  The validity, interpretation, and performanceof this Agreement shall be construed and interpreted according to the laws ofthe State of California.

14.   Dispute Resolution.  Any dispute arising out of or related to thisAgreement shall be resolved through binding arbitration through JAMS/Endisputein San Diego, California, under the then current applicable rules ofJAMS/Endispute.  Each party shall beresponsible for its or his/her own costs and attorneys’ fees in connection withthe arbitration.

15.   Complete Defense.  This Agreement may be pleaded as a full andcomplete defense against any action, suit or proceeding which may beprosecuted, instituted or attempted by either party in breach thereof.

16.   Severability.  If any provision of this Agreement, or partthereof, is held invalid, void or voidable as against public policy orotherwise, the invalidity shall not affect other provisions, or parts thereof,which may be given effect without the invalid provision or part.  To this extent, the provisions, and partsthereof, of this Agreement are declared to be severable.

17.   No Admission of Liability.  It is understood that this Agreement is notan admission of any liability by the Bank

18.   Successors and Assigns.  This Agreement shall be binding upon andinure to the benefit of the parties hereto and their respective heirs, legalrepresentatives, successors and assigns.

19.   Counterparts.  This Agreement may be signed incounterparts.  A facsimile signatureshall have the same force and effect as an original signature.

Employee and the Bankhave read the foregoing Agreement and know its contents and fully understandit.  Employee and the Bank acknowledgethat they have fully discussed this Agreement with their respective attorneys tothe extent desired, or have had the opportunity to do so, and fully understandthe consequences of this Agreement.  Noparty is being influenced by any statement made by or on behalf of any of theother party to this Agreement.  Employeeand the Bank have relied and are relying solely upon his/her or its ownjudgment, belief and knowledge of the nature, extent, effect and consequencesrelating to this Agreement and/or upon the advice of their own legal counselconcerning the consequences of this Agreement.

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**IN WITNESS WHEREOF**, the undersigned have executed thisAgreement on the dates shown below.
| Dated:     |   |                                         |   |   |
|------------|--------|----------------------------------------------|--------|--------|
|       |   | A. Vincent Siciliano                         |
|       |   |                                         |
|       |   |                                         |
| ** ** |   | **1****st Pacific Bank of California:** |
| ** ** |   | ** **                                   |
| ** ** |   | ** **                                   |
| Dated:     |   |                                         |   | By:    |   |
|       |   |                                         |   | Name:  |   |
|       |   |                                         |   | Its:   |   |
|            |        |                                              |        |        |  |  |  |

 

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**EXHIBIT C**

**EXECUTIVEARBITRATION AGREEMENT**

THIS EXECUTIVE ARBITRATION AGREEMENT (“ArbitrationAgreement”) is made by and between 1st Pacific Bank of California, aCalifornia state-chartered bank (the “Bank”), and A. Vincent Siciliano(the “Executive”), effective as of the date that the EmploymentAgreement between the Bank and Executive executed contemporaneously herewith(the “Employment Agreement”), becomes effective.

The purpose of this Arbitration Agreement is toestablish final and binding arbitration for disputes arising out of Executive’semployment, the Employment Agreement or the termination of Executive’semployment.  Executive and the Bankdesire to arbitrate their disputes on the terms and conditions set forth below,in order to gain the benefits of a speedy, impartial dispute-resolutionprocedure.  Executive and the Bank agreeto the following:

1.             Claims Covered By The Arbitration Agreement.  Executive and the Bank mutually consent tothe resolution by final and binding arbitration of all claims or controversies(“claims”) that the Bank may have against Executive or that Executivemay have against the Bank or against its officers, directors, partners,employees, agents, pension or benefit plans, administrators, or fiduciaries, orany subsidiary or affiliated company or corporation (collectively referred toas the “Bank”), relating to, resulting from, or in any way arising outof Executive’s employment relationship with the Bank, the Employment Agreementand/or the termination of Executive’s employment relationship with the Bank, tothe extent permitted by law.  The claimscovered by this Arbitration Agreement include, but are not limited to, claimsfor wages or other compensation due; claims for breach of any contract orcovenant (express or implied); tort claims; claims for discrimination andharassment (including, but not limited to, race, sex, religion, nationalorigin, age, marital status or medical condition, disability, sexualorientation, or any other characteristic protected by federal, state or locallaw); claims for benefits (except where an employee benefit or pension planspecifies that its claims procedure shall culminate in an arbitration proceduredifferent from this one); and claims for violation of any public policy,federal, state or other governmental law, statute, regulation or ordinance.

2.             Required Notice Of Claims And Statute Of Limitations.  Executive may initiate arbitration by servingor mailing a written notice to the Board of Directors of the Bank at the Bank’sadministrative headquarters, care of the Corporate Secretary.  The Bank may initiate arbitration by servingor mailing a written notice to Executive at his last known address.  The written notice must specify the claimsasserted against the other party.  Noticeof any claim sought to be arbitrated must be served within the limitationsperiod established by applicable federal or state law.

3.             Arbitration Procedures.  After demand for arbitration has been made byserving written notice under the terms of Section 3 of this ArbitrationAgreement, the party demanding arbitration shall file a demand for arbitrationwith the American Arbitration Association (“AAA”).  Except as otherwise provided in thisArbitration Agreement, the arbitration will be

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conducted according to the then applicable arbitrationrules of AAA for the arbitration of employment disputes.

4.             Discovery. Discovery shall be allowed and conducted pursuant to the then applicablearbitration rules of AAA for the arbitration of employment disputes.

5.             Choice of Law. The arbitrator shall apply the substantive law (and the law of remedies,if applicable) of the State of California, or federal law, or both, asapplicable to the claim(s) asserted. The arbitrator shall have authority to resolve any dispute relating tothe interpretation, applicability, enforceability or formation of thisArbitration Agreement, including but not limited to any claim that all or anypart of this Arbitration Agreement is void or voidable.

6.             Summary Judgment. Either party may file a motion for summary judgment with thearbitrator.  The arbitrator is entitledto resolve some or all of the asserted claims through such a motion.  The standards to be applied by the arbitratorin ruling on a motion for summary judgment shall be the applicable laws asspecified in Section 5 of this Arbitration Agreement.

7.             Application For Emergency Injunctive And/Or OtherEquitable Relief.  Claims by the Bankor Executive for emergency injunctive and/or other equitable relief relating tounfair competition and/or the use and/or unauthorized disclosure of tradesecrets or confidential information shall be subject to the then currentversion of the AAA’s Optional Rules for Emergency Measures of Protection setforth within the AAA’s Commercial Dispute Resolution Procedures.  The AAA shall appoint a single emergencyarbitrator to handle the claim(s) for emergency relief.  The emergency arbitrator selected by the AAAshall be either a retired judge or an individual experienced in handlingmatters involving claims for emergency injunctive and/or other equitable reliefrelating to unfair competition and the use or unauthorized disclosure of tradesecrets and/or confidential information.

8.             Arbitration Decision.  The arbitrator’s decision will be final andbinding.  The arbitrator shall issue awritten arbitration decision revealing the essential findings and conclusionsupon which the decision and/or award is based. A party’s right to appeal the decision is limited to grounds providedunder applicable federal or state law.

9.             Place Of Arbitration.  The arbitration will be at a mutuallyconvenient location, which must be within 50 miles of Executive’s lastemployment location with the Bank.  Ifthe parties cannot agree upon a location, then the arbitration will be held at AAA’soffice nearest to Executive’s last employment location with the Bank.

10.           Severability.  Should any portion of this ArbitrationAgreement be found to be unenforceable, such portion will be severed from thisArbitration Agreement, and the remaining portions shall continue to beenforceable.

11.           Section Headings.  The section headings of this ArbitrationAgreement are intended solely for the convenience of reference and shall not inany manner amplify, limit, modify or otherwise be used in interpretation of anyprovisions hereof.

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12.           Construction.  This Arbitration Agreement shall not beinterpreted for or against any party on the basis that such party or its legalrepresentative caused part or all of this Arbitration Agreement to be drafted.

13.           Consideration.  The Bank’s offer to employ Executive, and thepromises by the Bank and Executive to arbitrate differences, rather thanlitigate them before courts or other bodies, provide consideration for eachother.

14.           Fees and Costs.  Each party may be represented by an attorneyor other representative selected by the party. Each party shall be responsible for its own attorneys’ or representative’sfees.  However, if any party prevails ona statutory claim which affords the prevailing party’s attorneys’ fees, or ifthere is a written agreement providing for fees, the arbitrator may awardreasonable fees to the prevailing party. In no event shall Executive be required to pay administrative fees,including arbitrator’s fees, beyond the fees which would have been incurred byExecutive, if any, had the dispute(s) arbitrated under this ArbitrationAgreement been litigated in state or federal court; the Bank shall beresponsible for all administrative fees exceeding such amount.

15.           Enforcement of Arbitration Agreement.  Should either party file a court actionconcerning or refuse to arbitrate a claim which is subject to arbitration underthis Arbitration Agreement, the other party shall be entitled to recover itscosts and reasonable attorneys’ fees incurred in enforcing this ArbitrationAgreement in court.

16.           Sole And Entire Agreement.  This Arbitration Agreement expresses theentire agreement of the parties and there are no other agreements, oral orwritten, concerning arbitration, except as provided herein, and except for theEmployment Agreement which incorporates this Arbitration Agreement byreference.  By itself, this ArbitrationAgreement is not, and shall not be construed to create, any contract ofemployment, express or implied.

17.           Requirements for Modification orRevocation.  This ArbitrationAgreement shall survive the termination of Executive’s employment.  It can only be revoked or modified by awriting signed by the Chairperson of the Personnel Committee of the Bank’sBoard of Directors, the Chairperson of the Bank’s Board of Directors or anotherperson specifically designated by the Board of Directors of the Bank andExecutive, that specifically states an intent to revoke or modify thisArbitration Agreement.

18.           Waiver of Jury Trial/ExclusiveRemedy.  **EXECUTIVE AND THE BANK WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TOHAVE ANY DISPUTE BETWEEN THEM COVERED BY THE TERMS OF THIS ARBITRATIONAGREEMENT DECIDED BY A COURT OF LAW AND/OR BY A JURY IN A COURT**.

19.           Voluntary Agreement.  EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HASCAREFULLY READ THIS ARBITRATION AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREESTHAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE BANK AND EXECUTIVE RELATINGTO THE SUBJECTS COVERED IN THE ARBITRATION AGREEMENT ARE CONTAINED IN IT.  EXECUTIVE HAS VOLUNTARILY ENTERED INTO THEARBITRATION AGREEMENT WITHOUT

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RELIANCE ON ANY PROVISIONS OR REPRESENTATIONS BY THEBANK, OTHER THAN THOSE CONTAINED IN THIS ARBITRATION AGREEMENT OR EMPLOYMENTAGREEMENT INTO WHICH IT IS INCORPORATED BY REFERENCE.

EXECUTIVE FURTHERACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN THE OPPORTUNITY TO DISCUSS THISARBITRATION AGREEMENT AND THE EMPLOYMENT AGREEMENT WITH EXECUTIVE’S PRIVATELEGAL COUNSEL AND EXECUTIVE HAS UTILIZED THAT OPPORTUNITY TO THE EXTENTDESIRED.
| Dated: |                                  |   |   |
|--------|---------------------------------------|--------|--------|
|   | A. Vincent Siciliano, Executive       |
|   |                                  |
|   |                                  |
|   | 1st PACIFIC BANK OF  CALIFORNIA, |
|   | a California state-chartered bank     |
|   |                                  |
|   |                                  |
| Dated: |                                  |   | By:    |   |
|   | James G. Knight,  M.D., Chairman      |

 

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Election Pursuant to § 409A of the Internal Revenue Code

Inconnection with the Employment Agreement effective as of December      , 2005(the “Agreement”), by and between A. Vincent Siciliano (the “Executive”) and1st Pacific Bank of California (the “Bank”), which is to be executed on orabout December      , 2005, Executive herebymakes the following irrevocable elections in accordance with and pursuant to§ 409A of the Internal Revenue Code of 1986 (the “Code”) and itsunderlying Treasury regulations:

1.                                       Initial Election. Executive hereby defers all “separation pay” owed to him by the Bankunder the terms of the Agreement.  Forthis purpose the term separation pay is defined in accordance with Code § 409Aand its underlying Treasury regulations.

2.                                       Specified Distribution Date. Executive hereby designates the distribution date of the separation payto be in accordance with the time and manner as specified in the Agreement.

3.                                       Subsequent Election. Executive hereby agrees to make an subsequent election, if any, inaccordance with Code § 409A and its underlying Treasury regulations.

ThisElection Pursuant to § 409A of the Internal Revenue Code is made and enteredinto as of this       day of December, 2005.
|            | **EXECUTIVE:**       |
|------------|----------------------|
| ** ** | ** **           |
| ** ** | ** **           |
| ** ** | ** **           | ** ** |
|       | A. Vincent Siciliano |

 

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