**Exhibit 10.16**

**EMPLOYMENTAGREEMENT**

This Employment Agreement (the “Agreement”) iseffective as of November 17, 2005 (the “Effective Date”) by andbetween Richard H. Revier (“Executive”) and 1st Pacific Bank of California, a Californiastate-chartered bank (the “Bank”), with regard to the following:

A.    Executive has served as the Executive Vice Presidentand Chief Credit Officer of the Bank under an Employment Agreement betweenExecutive and the Bank dated November 17, 2003 (the “Former EmploymentAgreement”).

B.    Executive and the Bank have agreed that Executiveshall continue to serve as the Executive Vice President and Chief CreditOfficer 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 availability of Executive’sservices, managerial skills and business experience to be in the best interestsof the Bank and the shareholders of the Bank and desires to assure thecontinued services of Executive on behalf of the Bank.

D.    Executive is willing to be employed by the Bank uponthe understanding that the Bank will provide him with income security andbenefits if his employment with the Bank is terminated, upon certain terms andconditions.

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

1.             Definitions.

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

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

“Beneficiary” means the person or entity toreceive rights or benefits under this Agreement, as set forth in thisAgreement, in the event of the death of Executive.  Unless otherwise specified in a writtennotice to the Bank, the Beneficiary shall be the spouse of Executive, if any,and if there is none, the estate of Executive (including any trust created bythe terms of Executive’s will) or, if Executive provides the Bank with writtennotice thereof prior to his death, any trust as to which Executive was asettlor with a power of revocation.

“Benefits” means the types and amounts ofbenefits provided under Paragraph 3.6, provided that if at the date ofreference the terms of any Bank insurance plan prohibit the continuance orrecommencement of insurance benefits that Executive formerly held, the Bankshall be obligated to pay to Executive in cash on a monthly basis an amountequal to the Bank’s former premium payments (pro rated on a monthly basis) forthe benefit of Executive under such plan, except that if Executive is entitledto COBRA health insurance benefits the amount shall be increased to the amountpayable by Executive for such benefits if higher than the Bank’s former premiumpayments.

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“Change of Control” means the occurrence of anyof the following events:

(i)            any “person” (as used inSection 13(d) of the Securities Exchange Act of 1934 and the rulespromulgated thereunder) becomes the “beneficial owner” (as defined in Rule  13d-3) of securities representing a majorityof the voting power of the then outstanding securities of the Bank; or

(ii)           a sale of assets involving all orsubstantially all of the assets of the Bank, or a merger or consolidation ofthe Bank in which the holders of securities of the Bank immediately prior tosuch event hold in the aggregate less than a majority of the securities of theBank or any other surviving or resulting entity immediately after such event.

Notwithstanding the foregoing, a Change in Controlshall not be deemed to have occurred in the event the Bank forms a holdingcompany as a result of which the holders of the Bank’s outstanding votingsecurities immediately prior to the transaction hold, in approximately the samerelative proportions as they held prior to the transaction, substantially allof the outstanding voting securities of a holding company owning all of theBank’s outstanding voting securities after the completion of the transaction.

“Change of Control Severance Benefits” means(i) an amount equal to the sum of (y) one (1) times Executive’s baseannual salary at the rate then in effect in accordance with Paragraph 3.1,plus (z) the amount actually paid by the Bank to Executive under the Planfor the immediately preceding year, if any; and (ii) continuation ofbenefits provided under Paragraph 3.6 or substitute equivalent benefits inthe event that the particular benefits (for instance, insurance coverage) arenot carried by the Bank under its programs following the Change of ControlTermination, for a period of twelve (12) months.

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

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

“Disability” shall be deemed to occur on thedate the Executive is, by reason of any medically determinable physical ormental impairment that can be expected to result in death or can be expected tolast for a continuous period of not less than 12 months, receiving incomereplacement benefits for a period of not less than three months under anaccident and health plan covering employees of the Bank.

“Executive” means Richard H. Revier.

“Expiration Date” means November 16, 2007.

“Good Cause” means:  (i) a reduction in Executive’s basesalary below the rate then in effect in accordance with Paragraph 3.1;(ii) the Bank requiring that Executive be based at a location more thanfifty (50) miles from the Bank’s headquarters as of the Effective Date(excluding travel for Bank business and other temporary relocations of no morethan thirty (30) days individually); (iii) a reduction in his title; or(iv) the continuation after a Change of Control,

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or imposition within six(6) months after a Change of Control, of a material reduction in theduties or authority of Executive so that he is no longer performingsubstantially all of the duties of a chief credit officer of a community bank.

“Plan” means the 1st Pacific Bank of CaliforniaIncentive Compensation Plan for Senior Management, in substantially the formattached hereto as Exhibit A, as the same may be amended from timeto time.

“Separation Agreement” means the Separation andGeneral Release of Claims, substantially in the form attached hereto as Exhibit B.

“Trade Secrets and Other Proprietary andConfidential Information” means and consist of, for example, and notintending to be inclusive, information concerning any matters relating to thebusiness of the Bank, any of its customers, governmental relations, customercontacts, underwriting methodology, loan program configuration andqualification strategies, marketing strategies and proposals, or any otherinformation concerning the business of the Bank, its subsidiaries andaffiliates, and the Bank’s good will; provided that “Trade Secrets and OtherProprietary and Confidential Information” shall not be deemed to includeinformation that is or becomes, through no fault of Executive, in the publicdomain.

2.             Rights and Duties of Executive.

2.1           Employment.  The Bankhereby employs Executive as its Executive Vice President and Chief CreditOfficer, and Executive accepts the duties described herein, and agrees todischarge the same faithfully and to the best of his ability.  Executive shall perform such other duties asshall be from time to time prescribed by the Chief Executive Officer of theBank and shall report to and be subject to the direction of the Chief ExecutiveOfficer of the Bank.  Executive shalldevote his full business time and attention to the business and affairs of theBank.

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

2.3           At-Will Employment.  Executive’semployment with the Bank is not for a fixed period of time and can beterminated at the will of either Executive or the Bank at any time, with orwithout notice, and with or without cause. There are no agreements between Executive and the Bank contrary toExecutive’s at-will status.  Neither aBank Board member nor a manager, supervisor, employee or agent of the Bank isauthorized to alter Executive’s at-will status, except for the Chairperson ofthe Bank Board, and then only in a writing signed both by the Chairperson ofthe Bank Board and Executive following adoption of a resolution by the BankBoard authorizing the specific change reflected in such writing and authorizingthe Chairperson of the Bank Board to sign such writing.  Executive should neither assume nor imply anypromise of employment for any specified period of time except through such a signedwriting.  This Agreement shall terminateimmediately without further liability or obligation to Executive if(i) the Bank is closed by any supervisory authority, or (ii) anysupervisory authority demands, by proposed consent agreement or by a PromptCorrective Action Directive, or pursuant to cease

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and desist powers, the removal of Executive from hisposition as the Executive Vice President or Chief Credit Officer of theBank.  Should Executive remain employedunder this Agreement through the Expiration Date, Executive’s employment with theBank shall automatically terminate on that date and this Agreement shall be ofno force or effect on or after that date, subject to Paragraphs 5.4 and8.6.

2.4           Outside Activities.  Executiveshall not have other employment, consulting, charitable or independentcontractor work that materially interferes with the fulfillment of Executive’sduties to the Bank.  Executive shall notundertake expanded commitments to business or charitable activities or engagein new such activities before consulting with the President and Chief ExecutiveOfficer of the Bank.  Executive will notprovide services to, hold or make any investment in or loan to, or participatein the management or business of, any bank, savings and loan, credit union,thrift and loan, industrial loan or other entity engaged in the business ofmaking loans or accepting deposits or both; provided that Executive may ownless than 5% of the voting stock of any company that files reports under theSecurities Exchange Act of 1934.

3.             Compensation and Benefits. In consideration for the services to be rendered by Executive to theBank, the Bank agrees to provide Executive with the following compensation andbenefits:

3.1           Salary.  The Bankshall pay Executive a minimum annual salary at the rate of One Hundred FiftyThousand Dollars ($150,000) for the period of November 17, 2005 throughNovember 16, 2006, increasing to One Hundred Sixty Thousand Dollars ($160,000)for the period of November 17, 2006 through November 16, 2007, due and payablebiweekly, or otherwise in accordance with the Bank’s policy for the schedulingof 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           Withholding and Deductions. The Bank shall withhold and/or deduct from any and all salary or otherpayments to Executive, all taxes which may be required to be deducted orwithheld under any provision of law (including, but not limited to, socialsecurity payments and income tax withholding) now in effect or which may becomeeffective any time during Executive’s employment with the Bank.

3.3           Executive Incentive Compensation. In general, the Bank believes that superior performance of Executiveshould be rewarded and encouraged by incentive compensation.  The Bank Board shall adopt the Plan pursuantto which Executive may be entitled to incentive compensation provided that theperformance goals of the Bank as set forth in the Plan are achieved and theterms and conditions of the Plan are satisfied. In addition, Executive shall be entitled to other incentive compensationand bonuses as the Bank Board may determine in its sole discretion.  Notwithstanding the foregoing, Executiveshall not participate in the Bank’s Team Share Plan.

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3.4           Automobile Allowance.  The Bankshall pay the Executive an automobile allowance of Six Hundred and FiftyDollars ($650.00) per month, subject to withholding.  This is an allowance for all automobile costsand expenses, including, but not limited to, fuel, license, maintenance,insurance, repairs and purchase or lease payments.

3.5           Expense Reimbursement.  The Bankagrees to reimburse Executive for all ordinary and necessary expenses incurredby Executive on behalf of the Bank in accordance with the Bank’s policies andprocedures as in effect from time to time, including entertainment, meal andtravel expenses.

3.6           Insurance.  The Bankshall provide life insurance with a life insurance benefit equal to at leastone and one-half times the annual salary of Executive at the rate then ineffect under Paragraph 3.1, which shall be provided through any group lifeinsurance plan of the Bank at the Bank’s option.  The Bank shall provide to Executive the longterm disability insurance provided by the Bank to employees at the EffectiveDate under the Bank’s group plan or shall replace it with similar coverage solong as Executive is employed by the Bank. Executive shall be entitled to participate in such other insurancebenefits as are generally provided to the employees of the Bank from time totime.

3.7           Vacation.  Executiveshall be entitled to five (5) weeks of vacation time and pay per annum, whichshall be scheduled in Executive’s discretion, subject to and taking intoaccount applicable banking laws and regulations.  Unused vacation may be accrued up to amaximum of six (6) weeks of unused vacation in addition to the vacation towhich Executive may be entitled in the current year, and thereafter Executiveshall cease to accrue unused vacation until used.  Vacationmust be accrued before taken, and if not yet accrued, must have the priorapproval of the Chief Executive Officer of the Bank to be taken.  Vacation may be used only at the time ortimes approved by the Chief Executive Officer of the Bank.

4.             Termination.

4.1           Employer Right to Terminate Employment. Nothing in this Agreement shall adversely affect the right of the BankBoard to terminate Executive.  The BankBoard has the right to terminate the employment of Executive with the Bank atwill, with or without cause, upon delivery of written notice to Executive(except in the case of death of Executive, in which event termination shallautomatically occur at the date of death), and including, but not limited to,for any of the following grounds:

4.1.1        Willful breach or habitual neglect or inability(except where such inability is due to Disability or death) to performExecutive’s duties hereunder, including without limitation failure to cooperatewith the Bank Board in the structuring, documentation or negotiation of atransaction that might result in a Change of Control;

4.1.2        Malfeasance or misfeasance in the performance ofExecutive’s duties hereunder, imposition of a regulatory order to removeExecutive, failure to comply with a direction by the Chief Executive Officer of the Bank, material breach of Bankpolicy or procedure, or breach of this Agreement;

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

4.1.4        Disability or death;

4.1.5        Determination in the complete discretion of the BankBoard that the employment of Executive should be terminated prior to theExpiration 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 the terminationdate in the notice described in Paragraph 4.1.

4.2           Termination by Executive. Executive may terminate his employment with the Bank at will, for anyreason, and without advance notice. However, as a courtesy, Executive is requested to deliver written noticeto the Bank three (3) months in advance of the date such termination is totake effect, except with respect to a termination for Good Cause.  Executive may terminate his employment withthe Bank prior to the Expiration Date for Good Cause upon thirty (30) daysnotice to the Bank and the Bank’s failure to cure within that time.  To be effective, such notice must be given byExecutive within fifteen (15) days of the occurrence of the event thatconstitutes Good Cause, provided that if Good Cause results from a materialreduction in the duties or authority of Executive so that he is no longerperforming substantially all of the duties of a chief credit officer of acommunity bank and such reduction occurs before a Change of Control occurs andcontinues after the Change of Control occurs, Executive shall be required togive the thirty (30) day notice described above within fifteen (15) days of theChange of Control.

4.3           Termination Upon Expiration. Should Executive remain employed under this Agreement through the datefive (5) months prior to the Expiration Date, Executive shall have theright, while he is still employed, to provide written notice to the Bank of hisdesire to remain employed after the Expiration Date on or before the date four(4) months prior to the Expiration Date. If Executive and the Bank have not entered into an amendment of thisAgreement extending its term or another written agreement replacing thisAgreement on or prior to the date three (3) months prior to the ExpirationDate, and Executive’s employment is not otherwise terminated, Executive’semployment shall automatically terminate on the Expiration Date.  If such an extension or replacement is notentered into on or prior to three (3) months prior to the Expiration Date,Executive shall be deemed to have been given advance notice by the Bank thathis employment with the Bank will terminate as of the Expiration Date.  Nothing in this Paragraph shallprejudice the at-will status of Executive or require the Bank to negotiate withExecutive.

4.4           Post-Notice Activities of Executive. In the event termination is not effective immediately upon the deliveryof notice of termination by the Bank or Executive, the Bank shall have theright to require that during the period between the giving of notice and theeffective date of termination, Executive’s activities and responsibilities becurtailed as deemed appropriate by the Bank. Such curtailment shall include, without limitation, removing Executivefrom corporate offices, requiring Executive to be physically absent from theBank’s facilities, and eliminating Executive’s access to computer systems,e-mail and telephone systems.

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4.5           Automatic Resignations.  Upon noticeof termination of employment Executive shall, automatically and without furtheraction by any party, be deemed to have resigned from all directorships with theBank and any of its subsidiaries and affiliates.  Upon termination of employment, Executiveshall, automatically and without further action by any party, be deemed to haveresigned from all offices and other capacities with the Bank and any of itssubsidiaries and affiliates.

5.             Post-Termination Payments and Benefits. The following are the post-termination payments and benefits to whichExecutive is entitled upon termination of employment with the Bank.

5.1           Termination Resulting from Breach. In the event the employment of Executive is terminated underParagraphs 4.1.1, 4.1.2 or 4.1.3, the Bank shall provide Executive only apayout of all accrued but unused vacation as of the date of termination, thebase salary and Benefits, if any, then-provided, on the terms then-provided,due him through the date of termination and shall not be obligated to provideany other compensation or Benefits.

5.2           Other Terminations.

5.2.1        Payments – Disability.  In the eventthe employment of Executive is terminated under Paragraphs 4.1.4 fordisability, the Bank shall provide Executive only the following:

(a)           the salary due Executive as of the date oftermination;

(b)           payment of certain incentive compensation dueExecutive, if any, in compliance with the Plan;

(c)           a payout of all accrued but unused vacation as of thedate of termination; and

(d)           continuation of the group medical and other insurancebenefits, if any, then-provided under Paragraph 3.6, for a period of three(3) months from the date of termination, subject to the limitations of andto the extent permitted by the policy or policies under which such benefits areprovided.

5.2.2        Payments – Death.  In the eventthe employment of Executive is terminated under Paragraphs 4.1.4 fordeath, the Bank shall provide the Beneficiary only the following:

(a)           the salary due Executive as of the date of death plusa lump sum payment equal to three (3) months of the base salary at the ratethen in effect in accordance with Paragraph 3.1;

(b)           payment of certain incentive compensation dueExecutive, if any, in compliance with the Plan;

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(c)           a payout of all accrued but unused vacation as of thedate of termination; and

(d)           continuation of the group medical and other insurancebenefits, if any, then-provided under Paragraph 3.6, for a period of three(3) months from the date of termination, subject to the limitations of andto the extent permitted by the policy or policies under which such benefits areprovided.

5.2.3        Payments – Termination Under Paragraph 4.1.5. In the event the employment of Executive is terminated underParagraph 4.1.5 or under Paragraph 4.2 for Good Cause, subject toExecutive first entering into the Separation Agreement and such agreement beingfully effective, the Bank shall provide Executive only the following:

(a)           continued salary at the rate then in effect underParagraph 3.1 and the automobile allowance then provided under Paragraph 3.4for a period of nine (9) months from the date notice of termination isdelivered to the Executive, or at the option of the Bank a lump sum payment ofsuch amount, all subject to withholding;

(b)           payment of certain incentive compensation dueExecutive, if any, in compliance with the Plan, with Executive’s terminationunder this Paragraph 5.2.3 being considered for the limited purpose ofinterpreting the Plan in the context of this Agreement as being a termination “withoutcause”;

(c)           a payout of all accrued but unused vacation as of thedate of termination; and

(d)           continuation of the group medical and other insurancebenefits, if any, then-provided under Paragraph 3.6, for a period of nine(9) months from the date of termination, subject to the limitations of andto the extent permitted by the policy or policies under which such benefits areprovided.

5.2.4        Executive’s Right to Waive Payments. Executive shall have the right to waive his rights to receive suchpayments and Benefits otherwise due under this Paragraph 5.2 by givingadvance written notice of such waiver to the Bank.  After receipt of such notice, the Bank shallhave no further obligation to provide any payments or Benefits under thisParagraph 5.2.

5.3           Change of Control.

5.3.1        Payment Following Certain Terminations Related toChange of Control.  Subject to Executive first entering into theSeparation Agreement and such agreement being fully effective, in respect ofany Change of Control Termination the Bank shall pay to Executive the Change ofControl Severance Benefits in a lump sum (except for the benefits underParagraph 3.6, which shall be continued) within five (5) days followingthe date the Separation Agreement is fully effective.

5.3.2        Executive’s Right to Waive Payments. Executive shall have the right to waive his rights to receive paymentsand Benefits otherwise due under this Paragraph 5.3

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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 ofthis Paragraph 5.3.3 override and control any and all other terms of thisAgreement to the extent inconsistent with this Paragraph 5.3.3.  This Paragraph 5.3.3 shall apply to theextent that the aggregate present value of any or all payments and benefits inthe nature of compensation to (or for the benefit of) Executive provided underthis Agreement or otherwise provided to Executive by or on behalf of the Bankor any affiliate, parent or controlling entity of the Bank, constitute a “parachutepayment” under the provisions of Section 280G of the Code, and theregulations thereunder (the “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, Executive and the Bank agree that the paymentsor benefits provided to Executive under this Agreement shall be reduced (or theparties shall agree to a reduction in other payments or benefits included inthe Total Payments to the extent legally and contractually permissible) so thatthe present value of the total amount received by Executive that wouldconstitute a “parachute payment” will be one dollar ($1.00) less than three (3)times Executive’s base amount (as defined in Section 280G of the Code) and sothat no portion of the payment or benefits received by Executive would besubject to the excise tax imposed by Section 4999 of the Code.

5.4           Termination at Expiration Date.  If Executive’s employment is terminated as aresult of expiration of this Agreement at the Expiration Date, subject toExecutive first entering into the Separation Agreement and such agreement beingfully effective, the Bank shall provide Executive only the following:

5.4.1        continued salary at the rate then in effect underParagraph 3.1 for a period of six (6) months from the date of termination, orat the option of the Bank a lump sum payment of such amount, all subject towithholding;

5.4.2        continuation of the group medical and other insurancebenefits, if any, then-provided under Paragraph 3.6, for a period of six (6)months from the date of termination, subject to the limitations of and to theextent permitted by the policy or policies under which such benefits areprovided;

5.4.3        a payout of all accrued but unused vacation as of thedate of termination; and

5.4.4        payment of certain incentive compensation dueExecutive, if any, in compliance with the Plan, with Executive’s termination asa result 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 and Remedies. Without limiting any other remedies available to the Bank, the paymentsto be made under Paragraphs 5.2, 5.3 or 5.4 (subject to the exceptionsstated therein) after the date of termination of Executive’s employment

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shall be subject to Executive’s execution of theSeparation Agreement, and Executive’s continued compliance with the SeparationAgreement and the terms of this Agreement that are effective after terminationof Executive’s employment, through the making of the last such payment.

5.6           Death Following Termination. In the event that Executive dies while receiving any payments under thisParagraph 5, such payments shall be continued for the benefit of theBeneficiary, as would otherwise be required under this Paragraph 5.

5.7           Nonassignability.  NeitherExecutive nor any other person or entity shall have any power or right totransfer, assign, anticipate, hypothecate, mortgage, commute, modify, orotherwise encumber in advance any of the rights or benefits of Executive underthis Paragraph 5, nor shall any of said rights or benefits be subject toseizure for the payment of any debts, judgments, alimony or separatemaintenance, owed by Executive or any other person or entity, or betransferable by operation of law in the event of bankruptcy, insolvency orotherwise.  The terms of this Paragraph 5.7shall not affect the interpretation of any provision of this Agreement.

5.8           Claims Procedure.  The BankBoard shall make all determinations as to rights to benefits under thisParagraph 5.

5.9           Regulatory Restrictions.  The partiesunderstand and agree that at the time any payment would otherwise be made orbenefit provided under this Paragraph 5, depending on the facts andcircumstances existing at such time, the satisfaction of such obligations bythe Bank may be deemed by a regulatory authority to be illegal, an unsafe andunsound practice, or for some other reason not properly due or payable by theBank.  Among other things, theregulations at 12 C.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 seeking the approval oracquiescence of the appropriate 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 of the compensation and benefits thatwould otherwise be provided under this Paragraph 5 are subject to the Bank’soffset for any liability of Executive to the Bank to the extent the Bank Boarddetermines that such liability exists. In addition, without limiting the remedies of the Bank otherwiseavailable under this Agreement or otherwise, all compensation and benefits thatwould otherwise be payable under this Paragraph 5

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shall cease as of the date Executive first violatesany of the provisions included in Paragraphs 6.4, 6.5 or 6.6.

5.11         Overlapping Benefits and Payments. In the event that Executive receives payments and/or benefits under oneof Paragraphs 5.1 through 5.4, inclusive, Executive may not receivepayments and/or benefits under one of the other of such Paragraphs, and thefirst such applicable of those Paragraphs shall apply.

5.12         Delayed Payments.  In the eventthat 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 this Section5.12, plus interest calculated at the prime rate as reported in The Wall StreetJournal.

6.             Additional Covenants.

6.1           Insurance.  The Bankshall have the right to obtain and hold a “keyman” life insurance policy on thelife of Executive and disability insurance covering Executive, in each case,with the Bank as beneficiary of such policy. Executive agrees to provide any information required for the issuance ofany such policy and submit himself to any physical examination required for anysuch policy.

6.2           Unsecured General Creditor. Neither Executive nor any other person or entity shall have any legalright or equitable rights interests or claims in or to any property or assetsof the Bank under the provisions of this Agreement.  No assets of the Bank shall be held under anytrust for the benefit of Executive or any other person or entity or held in anyway as security for the fulfilling of the obligations of the Bank under thisAgreement.  All of the Bank’s assetsshall be and remain the general, unpledged, unrestricted assets of theBank.  The Bank’s obligations under thisAgreement are unfunded and unsecured promises, and to the extent such promisesinvolve the payment of money, they are promises to pay money in thefuture.  Executive and any person orentity claiming through him shall be unsecured general creditors with respectto any rights or benefits hereunder.

6.3           Dispute Resolution. Simultaneously with the execution of this Agreement, the parties haveentered into the Arbitration Agreement attached as Exhibit C, which theparties agree shall govern the resolution of any and all disputes referencedtherein.

6.4           Return of Documents.  Executiveexpressly agrees that upon termination of employment he will return to the Bankall Bank manuals, document, files, reports, studies, customer lists, businessplans, loan and deposit program plans and outlines, customer solicitation andfollow-up techniques 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.

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6.5           Confidentiality.

6.5.1        No Disclosure.  During theterm of employment with the Bank, Executive will have access to and becomeacquainted with various Trade Secrets and Other Proprietary and ConfidentialInformation which are owned by the Bank and which are used in the operation ofthe Bank’s business, the wrongful use or disclosure of which to the public orcompetitors of the Bank would materially adversely affect the business andprospects of the Bank.  Executive shallnot disclose or use in any manner, directly or indirectly, any Trade Secretsand Other Proprietary and Confidential Information either during his employmentwith the Bank or at any time thereafter, except as required in the course ofemployment with the Bank.

6.5.2        Nonsolicitation of Business. Without limiting Paragraph 6.5.1, Executive agrees that for a period oftwelve (12) months following the termination of his employment with the Bank,Executive will not, directly or indirectly, solicit, attempt to solicit,divert, or attempt to divert any customers of the Bank or any business the Bankor a subsidiary or affiliate had enjoyed or solicited from its customers,borrowers, depositors or investors by using any Trade Secrets and OtherProprietary and Confidential Information.

6.6           Business Protection Covenants.

6.6.1        Covenant Not to Compete.  Executiveagrees that he will not, during the course of employment, voluntarily orinvoluntarily, directly or indirectly, (i) engage in any banking orfinancial products or service business, loan origination or deposit-takingbusiness or any other business competitive with that of the Bank, itssubsidiaries or affiliates (“Competitive Business”) within the County ofSan Diego (the “Market Area”), (ii) own, manage, operate,control, be employed by, or provide management or consulting services in anycapacity to any firm, corporation, or other entity (other than the Bank or itssubsidiaries or affiliates) engaged in any Competitive Business in the MarketArea, or (iii) solicit or otherwise intentionally cause any member of theBank Board or any employee or officer of the Bank or any of its subsidiaries oraffiliates to engage in any action prohibited under (i) or (ii) ofthis Paragraph 6.6.1.

6.6.2        Inducing Employees To Leave The Bank; Employment ofEmployees.  Any attempt on the part of Executive toinduce others to leave the Bank’s employ, or the employ of any of itssubsidiaries or affiliates, or any effort by Executive to interfere with theBank’s relationship with its other employees would be harmful and damaging tothe Bank.  Executive agrees that duringthe term of employment and during any period following the termination of hisemployment during which he is receiving compensation or benefits underParagraphs 5.2, 5.3 or 5.4, Executive will not in any way, directly orindirectly (i) induce or attempt to induce any employee of the Bank or anyof its subsidiaries of affiliates to quit employment with the Bank or therelevant subsidiary or affiliate; (ii) otherwise interfere with or disruptthe relationships between the Bank and its subsidiaries and affiliates andtheir respective employees; (iii) solicit, entice, or hire away any employeeof the Bank or any of its subsidiaries or affiliates; or (iv) hire orengage any employee of the Bank or any subsidiary or affiliate or any formeremployee of the Bank or any subsidiary or affiliate whose employment with theBank or

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the relevant subsidiary or affiliate ceased after thedate of termination of Executive’s employment with the Bank.

6.7           Equitable Relief. Executive acknowledges and agrees that irreparable injury will result tothe Bank in the event of a breach of any of the provisions of this Paragraph 6(the “Designated Provisions”) and that the Bank will have no adequateremedy at law with respect thereto. Accordingly, in the event of a material breach of any DesignatedProvision, and in addition to any other legal or equitable remedy the Bank orits subsidiaries or affiliates may have, the Bank and any relevant subsidiaryor affiliate shall be entitled to the entry of a preliminary and permanentinjunction (including, without limitation, specific performance) to restrainthe violation or breach thereof by Executive or any affiliates, agents, or anyother persons acting for or with Executive in any capacity whatsoever, andExecutive submits to the jurisdiction of such court in any such action.  Any such remedy shall be granted pursuant tothe dispute resolution procedures applicable under Paragraph 6.3.

6.8           Severability. It is the desire and intent of the parties that the provisions of thisParagraph 6 shall be enforced to the fullest extent permissible under thelaws and public policies applied in each jurisdiction in which enforcement issought.  Accordingly, if any particularprovision of this Paragraph 6 shall be adjudicated or found to be invalidor unenforceable, such provisions shall be deemed amended to delete therefromthe portion thus adjudicated or found to be invalid or unenforceable, suchdeletion to apply only with respect to the operation of such provision in theparticular jurisdiction in which such adjudication or finding is made.  In addition, should any court or arbitratordetermine that the provisions of this Paragraph 6 shall be unenforceablewith respect to scope, duration, or geographic area, such court or arbitratorshall be empowered to substitute, to the extent enforceable, provisions similarhereto or other provisions so as to provide to the Bank, to the fullest extentpermitted by applicable law, the benefits intended by this Paragraph 6.

6.9           Indemnification. To the fullest extent permitted by law and in accordance with theprocedures and substantive requirements imposed by law and applicableregulation (including 12 C.F.R. Part 359, or similar regulations or regulatoryaction following similar principles), the Bank shall indemnify Executive in theevent he was or is a party or is threatened to be made a party in any action broughtby a third party against Executive (whether or not the Bank is joined as aparty defendant) against expenses, judgments, fines, settlement, and otheramounts actually and reasonably incurred in connection with said action,provided Executive acted in good faith and in a manner Executive reasonablybelieved to be in the best interests of the Bank, and provided the allegedconduct of Executive arose out of and was within the course and scope of hisemployment 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 extent of any inconsistencybetween this Agreement and any employee manual or policy of the Bank, that theterms of this Agreement shall supersede the terms of such employee manual orpolicy.

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7.2           Outstanding Stock Options. The provisions of this Agreement are not and shall not be interpreted tochange the terms of any outstanding stock options previously granted by theBank to Executive.  Without limiting theforegoing, the provisions regarding the grant of options to Executive set forthin Paragraph 4.4 of the Former Employment Agreement are not amended by thisAgreement and shall be deemed included in this Agreement, and the references inthat paragraph to other provisions of the Former Employment Agreement arehereby incorporated by reference for the limited purpose of continuing toeffectuate the agreement of the parties set forth in Paragraph 4.4 of theFormer Employment Agreement.  The partiesintend that this Agreement be considered as establishing an “extended term” forpurposes of that provision.

8.             General Provisions.

8.1           Notices.  Unlessotherwise specifically permitted by this Agreement, all notices or othercommunications required or permitted under this Agreement shall be in writing,and shall be personally delivered or sent by registered or certified mail,postage prepaid return receipt requested, or sent by facsimile, provided thatthe facsimile cover sheet contain a notation of the date and time oftransmission, and shall be deemed received: (i) if personally delivered,upon the date of delivery to the address of the person to receive such notice,(ii) if mailed in accordance with the provisions of this paragraph, two(2) business days after the date placed in the United States mail,(iii) if mailed other than in accordance with the provisions of thisparagraph or mailed from outside the United States, upon the date ofdelivery to the address of the person to receive such notice, or (iv) ifgiven by facsimile, when sent.  Noticesshall be given at the following addresses:

If to Executive:

Richard H. Revier7728 Regents Road, Suite 503San Diego, CA  92122Fax:  [                      ]

If to the Bank:

James G. Knight,M.D.Chairman1st Pacific Bank of Californiac/o 6907 Camino DegraziaSan Diego, CA  92111Fax:  619-222-8216

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With a copy to:

Kurt L.Kicklighter, Esq.Luce, Forward, Hamilton & Scripps LLP601 West Broadway, Suite 2600San Diego, CA  92101Fax:  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, if any, entered into concurrentlyherewith (i) constitute the parties’ entire agreement, including allterms, conditions, definitions, warranties, representations, and covenants,with respect to the subject matter hereof, (ii) merge all priordiscussions and negotiations between or among any or all of them as to thesubject matter hereof, and (iii) supersede and replace all terms,conditions, definitions, warranties, representations, covenants, agreements,promises and understandings, whether oral or written, with respect to thesubject matter hereof.  This Agreementmay not be amended, altered or modified except by a writing signed by the partyto be bound.  With respect to the Bank,such amendment, alteration or modification may only be made on behalf of theBank by the Chairperson of the Personnel Committee of the Bank Board, theChairperson of the Bank Board or another person specifically designated by theBank Board.  With regard to suchamendments, alterations, or modifications, facsimile signatures shall beeffective as original signatures.  Anyamendment, alteration, or modification requiring the signature of more than oneparty may be signed in counterparts.

8.3           Further Actions.  Each partyagrees to perform any further acts and execute and deliver any furtherdocuments reasonably necessary to carry out the provisions of this Agreement.

8.4           Assignment.  No party mayassign its rights under this Agreement without the prior written consent of theother parties hereto.

8.5           Successors and Assigns.  Except asexplicitly provided herein to the contrary, this Agreement shall be bindingupon and inure to the benefit of the parties, their respective successors andpermitted assigns.

8.6           Termination and Survival. Upon the termination of the employment of Executive, the Bank mayterminate this Agreement upon notice to Executive, which may be provided at thetime notice of termination of employment is provided by either party.

8.6.1        The obligations of Executive and the rights of theBank under Paragraphs 4.5, 5.9, 5.10, 5.11 and 6.3 through and including6.6 shall survive the termination of this Agreement, provided that if Executiveand the Bank have entered into the Separation Agreement, the dispute resolutionprovisions of the Separation Agreement shall apply to and govern any and alldisputes related to this Agreement.

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8.6.2        The obligations of the Bank to Executive which bytheir 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 and this Paragraph 8.6 shall survive termination ofemployment and termination of the Agreement.

8.6.3        Notwithstanding any provision of this Agreement to thecontrary, this Agreement shall terminate and, therefore, among other things,none of the provisions providing for compensation or benefits to Executiveshall 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 anyportion of this Agreement shall be held by a court of competent jurisdiction tobe invalid, void, or otherwise unenforceable, the remaining provisions shallremain enforceable to the fullest extent permitted by law if enforcement wouldnot frustrate the overall intent of the parties (as such intent is manifestedby all provisions of the Agreement including such invalid, void, or otherwiseunenforceable portion).

8.8           Extension Not a Waiver.  No delay oromission in the exercise of any power, remedy, or right herein provided orotherwise available to any party shall impair or affect the right of such partythereafter to exercise the same.  Anyextension of time or other indulgence granted to a party hereunder shall nototherwise alter or affect any power, remedy or right of any other party, or theobligations of the party to whom such extension or indulgence is granted exceptas specifically waived.

8.9           Time of Essence.  Time is ofthe essence of each and every term, condition, obligation and provision hereof.

8.10         No Third Party Beneficiaries. This Agreement and each and every provision hereof is for the exclusivebenefit of the parties hereto and not for the benefit of any third party.

8.11         Headings.  The headingsin this Agreement are inserted only as a matter of convenience, and in no waydefine, limit, or extend or interpret the scope of this Agreement or of anyparticular provision hereof.

8.12         References.  A referenceto a particular paragraph of this Agreement shall be deemed to includereferences to all subordinate paragraphs, if any.

8.13         Counterparts.  ThisAgreement may be signed in multiple counterparts with the same force and effectas if all original signatures appeared on one copy; and in the event thisAgreement is signed in counterparts, each counterpart shall be deemed anoriginal and all of the counterparts shall be deemed to be one agreement.

8.14         Applicable Law.  ThisAgreement shall be construed in accordance with, and governed by, the laws ofthe State of California.

8.15         Representation by Counsel. This Agreement has been negotiated by the parties with the assistance oftheir respective counsel and at their own cost and expense.  For this

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reason the principal that an agreement shall beinterpreted against the party that drafted it shall not apply to thisAgreement.

IN WITNESS WHEREOF, the undersigned have executed thisAgreement as of the dates set forth below.
| Date:  |                               |                                                |   |
|--------|------------------------------------|-----------------------------------------------------|--------|
|   | Richard H. Revier                  |
|   |                               |
|   |                               |
|   | 1st PACIFIC BANK  OF CALIFORNIA, a |
|   | California  state-chartered bank   |
|   |                               |
|   |                               |
| Date:  |                               |                                                | By:    |   |
|   |                               |   A. Vincent Siciliano, President and CEO |

 

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**EXHIBIT A**

**1****st**** PACIFIC BANK OF CALIFORNIA INCENTIVECOMPENSATION PLAN FORSENIOR MANAGEMENT**

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**EXHIBIT B**

**SEPARATION AGREEMENTANDGENERAL RELEASE OF CLAIMS**

This Separation Agreement and General Release of Claims (this “Agreement”)is entered into by and between Richard H. Revier (“Employee”) and 1st Pacific Bank ofCalifornia, a California state bank (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 compromiseany and all possible claims against the Bank by Employee arising out of theirrelationship to date, including Employee’s employment with the Bank and thetermination of Employee’s employment, and to provide for a general release ofany and all such claims.

**AGREEMENT**

1.     Separation Pay/Consideration. In consideration of the covenants and releases set forth herein, theBank agrees to pay Employee the amount payable to him and the non-monetaryconsideration (if any) due him, pursuant to and in accordance with,Paragraphs 5.2, 5.3 or 5.4, as the case may be, of the EmploymentAgreement dated November 17, 2005, by and between the Bank and Employee (the “EmploymentAgreement”), less all applicable state and federal deductions (in eachcase, the “Payment”), $2,000 of which shall be consideration forEmployee’s release of ADEA claims as set forth in Section 3, below;provided that no such Payment shall be made until at least eight (8) dayshave past since Employee’s execution of this Agreement.  The check representing the Payment shall bemailed to Employee at his/her home address at                            .

2.     Release of All Claims Except Age Discrimination inEmployment Act of 1967 (“ADEA”) Claims.

a.     In consideration of the payment and other benefitsdescribed in Section 1, which Employee would otherwise not be entitled toexcept for signing this Agreement, Employee does hereby unconditionally,irrevocably and absolutely release and discharge the Bank and any relatedholding, parent, sister or subsidiary entities and all of their respectiveboards 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 in law and/or inequity, related directly or indirectly, or in any way connected with anytransaction, affairs or occurrences between them to date, including, but notlimited to, Employee’s employment with the Bank and the termination of saidemployment.  This Agreement specificallyapplies, without limitation, to any and all contract or tort claims, claims forwrongful termination, wage claims, and claims arising under Title VII of theCivil Rights Act

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of 1991, the Americanswith Disabilities Act, the Equal Pay Act, the California Fair Employment andHousing Act, the Fair Labor Standards Act, the Family and Medical Leave Act,the California Family Rights Act, the California Labor Code, and any and allfederal or state statutes or provisions governing the employment relationshipor discrimination in employment except the federal statute specificallyexcluded hereafter.  This releasespecifically excludes any and all loss, liability, claims, demands, causes ofaction or suits of any type arising under the ADEA.  Employee’s release of ADEA claims will beaddressed separately in Section 3 of this Agreement.

b.     Employee irrevocably and absolutely agrees that he/shewill not prosecute nor allow to be prosecuted on his/her behalf, in anyadministrative 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.

3.     Release of All ADEA Claims.

a.     This section of the Agreement exclusively addressesEmployee’s release of claims arising under federal law involving discriminationon 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 and agrees that theBank has advised him/her, in writing, to discuss this Agreement with anattorney, and to the extent, if any, that Employee has desired, Employee hasdone so; that the Bank has given Employee twenty-one (21) days from receipt ofthis Agreement to review and consider this Agreement before signing it, andEmployee understands that he/she may use as much of this twenty-one (21) dayperiod as he/she wishes prior to signing; that no promise, representation,warranty or agreements not contained herein have been made by or with anyone tocause him/her to sign this Agreement; that he/she has read this Agreement inits entirety, and fully understands and is aware of its meaning, intent,content and legal effect; and that he/she is executing this release voluntarilyand free of any duress or coercion.

c.     The parties acknowledge that for a period of seven(7) days following the execution of this Agreement, Employee may revokethe Agreement, and the Agreement shall not become effective or enforceableuntil the revocation period has expired. This Agreement shall become effective eight (8) days after it hasbeen signed by Employee and the Bank, and in the event the parties do not signon the same date, then this Agreement shall become effective eight(8) days after the date it is signed by Employee.

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d.     In consideration of the separation payment and otherbenefits made to Employee described in Section 1 of this Agreement, whichEmployee would otherwise not be entitled to except for signing this Agreement,Employee does hereby unconditionally, irrevocably and absolutely release anddischarge the Bank and any related holding, parent, sister or subsidiaryentities and all of their respective boards of directors, officers, employees,agents, volunteers, attorneys, insurers, divisions, successors and assigns fromany and all loss, liability, claims, demands, causes of action or suits of anytype arising under the ADEA and related directly or indirectly to Employee’semployment with the Bank and the termination of said employment.

4.     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 DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST INHIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Employee does certifythat he/she has read all of this Agreement, including the release provisionscontained herein and the quoted Civil Code section, above, and that he/shefully 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.

5.     Confidentiality.  Employeeagrees that all matters relative to this Agreement, including the negotiationsleading up to this Agreement and its terms, shall remain confidential.  Accordingly, Employee hereby agrees that,with the exception of his/her spouse, regulatory agencies of the Bank and taxand legal advisors, he/she will not discuss, disclose or reveal to any otherpersons, entities or organizations, whether within or outside of the Bank, theterms and conditions of this Agreement.

6.     Non-Disparagement.  Employeeagrees that he/she will not disparage the Bank or any of its directors,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 6, to theextent the Payment has not been paid in full, the Bank shall be required tomake the Payment in full to Employee within five (5) days following sucharbitrator’s determination.  Nothing inthis Section 6 shall prohibit or relate to any statement by any person to anybank regulatory agency.

7.     Entire Agreement.  The partiesfurther declare and represent that no promise, inducement or agreement notherein expressed has been made to them and that this Agreement

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contains the full andentire agreement between and among the parties, and that the terms of thisAgreement are contractual and not a mere recital.

8.     Future Employment.  Employeeagrees that the Bank will not be obligated to offer employment to him/her or tohire him/her for any reason, regardless of the circumstances, at any time on orafter the date of this Agreement. Employee agrees that he/she will not apply for nor accept any suchemployment.

9.     Trade Secret/Proprietary Information. Employee hereby reaffirms his/her obligations under his/her EmploymentAgreement with the Bank to which this Agreement relates, which shall remain ineffect to the extent provided in the Employment Agreement.  Employee further agrees that he/she shall notdisclose to any person(s) or entity(ies) at any time or in any manner,directly or indirectly, any information relating to the operations of the Bankwhich has not already been disclosed to the general public.  Employee agrees that this provision includes,but is not limited to, the following information: proprietary informationand/or trade secrets; secret formulae; customer lists and/or names; product andservice prices; customer charges; contracts; contract negotiations and employeerelations matters.  Employee understandsand agrees that this list is not all-inclusive.

10.   Return of Company Property. Employee agrees to promptly return all property or information belongingto the Bank, including all keys, computers, cellular telephones, and anydocument or property Employee generated during his/her employment at the Bank,and agrees that no such property will be in his/her possession or control atthe time he/she receives the consideration specified in Section 1.  This includes all property or informationthat may have come into his/her possession as a result of his/her employmentwith the Bank.  Employee furtheracknowledges that he/she has not retained any copies of any such information.

11.   Applicable Law.  The validity,interpretation, and performance of this Agreement shall be construed andinterpreted according to the laws of the State of California.

12.   Dispute Resolution.  Any disputearising out of or related to this Agreement shall be resolved through bindingarbitration through JAMS/Endispute in San Diego, California, under thethen current applicable rules of JAMS/Endispute.  Each party shall be responsible for its orhis/her own costs and attorneys’ fees in connection with the arbitration.

13.   Complete Defense.  ThisAgreement may be pleaded as a full and complete defense against any action,suit or proceeding which may be prosecuted, instituted or attempted by eitherparty in breach thereof.

14.   Severability.  If anyprovision of this Agreement, or part thereof, is held invalid, void or voidableas against public policy or otherwise, the invalidity shall not affect otherprovisions, or parts thereof, which may be given effect without the invalidprovision or part.  To this extent, theprovisions, and parts thereof, of this Agreement are declared to be severable.

15.   No Admission of Liability. It is understood that this Agreement is not an admission of anyliability by the Bank

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16.   Successors and Assigns.  ThisAgreement shall be binding upon and inure to the benefit of the parties heretoand their respective heirs, legal representatives, successors and assigns.

17.   Counterparts.  ThisAgreement may be signed in counterparts. A facsimile signature shall have the same force and effect as anoriginal signature.

Employee and the Bank have read the foregoingAgreement and know its contents and fully understand it.  Employee and the Bank acknowledge that theyhave fully discussed this Agreement with their respective attorneys to theextent desired, or have had the opportunity to do so, and fully understand theconsequences of this Agreement.  No partyis being influenced by any statement made by or on behalf of any of the otherparty to this Agreement.  Employee andthe Bank have relied and are relying solely upon his/her or its own judgment,belief and knowledge of the nature, extent, effect and consequences relating tothis Agreement and/or upon the advice of their own legal counsel concerning theconsequences of this Agreement.

**IN WITNESS WHEREOF**, the undersigned have executed thisAgreement on the dates shown below.

 
| Dated:     |       |                                         |   |
|------------|------------|----------------------------------------------|--------|
|       |       | Richard H. Revier                            |
|       |       |                                         |
|       |       |                                         |
| ** ** | ** ** | **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 Richard H. Revier (the“Executive”), effective as of the date that the Employment Agreementbetween the Bank and Executive executed contemporaneously herewith (the “EmploymentAgreement”), 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 federallaw, or both, as applicable to the claim(s) asserted.  The arbitrator shall have authority toresolve any dispute relating to the interpretation, applicability,enforceability or formation of this Arbitration Agreement, including but notlimited to any claim that all or any part of this Arbitration Agreement is voidor 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 atAAA’s office 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 ArbitrationAgreement.  Should either party filea court action concerning or refuse to arbitrate a claim which is subject toarbitration under this Arbitration Agreement, the other party shall be entitledto recover its costs and reasonable attorneys’ fees incurred in enforcing thisArbitration Agreement 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 FURTHER ACKNOWLEDGES THAT EXECUTIVE HAS BEEN GIVEN THEOPPORTUNITY TO DISCUSS THIS ARBITRATION AGREEMENT AND THE EMPLOYMENT AGREEMENTWITH EXECUTIVE’S PRIVATE LEGAL COUNSEL AND EXECUTIVE HAS UTILIZED THATOPPORTUNITY TO THE EXTENT DESIRED.

 
| Dated: |                                 |                                                       |   |
|--------|--------------------------------------|------------------------------------------------------------|--------|
|   | Richard H. Revier, Executive         |
|   |                                 |
|   |                                 |
|   | 1st PACIFIC BANK OF CALIFORNIA, |
|   | a California  state-chartered bank   |
|   |                                 |
|   |                                 |
| Dated: |                                 |                                                       | By:    |   |
|   |                                 |    A. Vincent Siciliano, President  and CEO |

 

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