ppbi_8k-salary2008ex101.htm


    
      

      

    

     

    
      

      

    

    Exhibit
      10.1

     

    
      


      EMPLOYMENT
        AGREEMENT

      


      EMPLOYMENT
        AGREEMENT (“Agreement”) dated this 19th
        day of December
        2007, by and between Steven Gardner (the “Executive”), Pacific Premier Bancorp,
        Inc. (the “Company”) and Pacific Premier Bank (the “Bank” and, together with the
        Company, the “Employers”).

       

      WITNESSETH

      


      WHEREAS,
        the Employers desire to assure themselves of the services of the
        Executive for the period provided in this Agreement, and the Executive is
        willing to serve in the employ of the Employers for such period, all in
        accordance with the terms and conditions contained in this
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants herein set forth,
        Executive and the Employers do agree to the terms of employment as
        follows:

       

      1.           Definitions.  The
        following words and terms shall have the meanings set forth below for the
        purposes of this Agreement:

       

      (a)           Affiliate.  Affiliate
        of any person or entity means any stockholder or person or entity controlling,
        controlled by or under common control with such person or entity, or any
        director, officer or key executive of such entity or any of their respective
        relatives. For purposes of this definition, “control,” when used with respect to
        any person or entity, means the power to direct the management and policies
        of
        such person or entity, directly or indirectly, whether through ownership
        of
        voting securities, by contracting or otherwise; and the terms “controlling” and
“controlled” have meanings that correspond to the foregoing.

       

      (b)           Base
        Salary.  “Base Salary” shall have the meaning set forth in
        Section 3 (a) hereof.

       

      (c)           Cause.
        Termination of the Executive's employment for “Cause” shall mean
        termination because of personal dishonesty or incompetence, willful misconduct,
        breach of fiduciary duty involving personal profit, intentional failure to
        perform stated duties, willful violation of any law, rule or regulation (other
        than traffic violations or other misdemeanor offenses) or final cease-and-desist
        order or material breach of any provision of this Agreement.

       

      (d)           Change
        in Control.  “Change in Control” shall mean the occurrence of
        any of the following events subsequent to the date of this Agreement: (i)
        the
        acquisition of control of the Company or the Bank as defined in the rules
        and
        regulations of the applicable banking regulators on the date hereof (provided
        that in applying the definition of Change in Control as set forth under the
        rules and regulations of the applicable banking regulators, the Board of
        Directors of Employers shall substitute its judgment for that of the applicable
        banking regulators); (ii) an event that would be required to be reported
        in
        response to Item 5.01(a) of the Current Report on Form 8-K pursuant to Sections
        13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”),
        or any successor thereto, whether or not any class of securities of the Company
        is registered under the Exchange Act; (iii) any “person” (as such term is used
        in Sections 13(d) and 14(d) of the Exchange Act), after the date hereof,
        other
        than a trustee or other fiduciary holding securities under an employee benefit
        plan of the Company or any Affiliate of the Company, is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
        or indirectly, of securities of the Company representing 25% or more of the
        combined voting power of the Company's then outstanding securities; (iv)
        the
        sale or other disposition of all or substantially all of the assets of the
        Company or the transfer by the Company of greater than 25% of the voting
        securities of the Company; or (v) during any period of three consecutive
        years,
        individuals who at the beginning of such period constitute the Board of
        Directors of the Company cease for any reason to constitute at least a majority
        thereof, unless the election, or the nomination for election by stockholders,
        of
        each new director was approved by a vote of at least two-thirds of the directors
        then still in office who were directors at the beginning of the
        period.

       

      (e)           Code.  “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

       

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

       

      (g)           Date
        of Termination. “Date of Termination” shall mean (i) if the Executive's
        employment is terminated for Cause or for Disability, the date specified
        in the
        Notice of Termination, and (ii) if the Executive's employment is terminated
        for
        any other reason, the date on which a Notice of Termination is given or as
        specified in such Notice.

       

      (h)           Disability.
        Termination by the Employers of the Executive's employment based
        on
“Disability” shall mean termination because of any physical or mental impairment
        which qualifies the Executive for disability benefits under the applicable
        long-term disability plan maintained by the Company or the Bank or, if no
        such
        plan applies, which would qualify the Executive for disability benefits under
        the Federal Social Security System.

       

      (i)           Good
        Reason. Termination by the Executive of the Executive's employment for
“Good Reason” shall mean termination by the Executive following a Change in
        Control based on:

       

      
        	
                 

              	
                (i)

              	
                Without
                  the Executive's express written consent, a material adverse change
                  made by
                  the Employers which would reduce the Executive's functions, duties
                  or
                  responsibilities as President and Chief Executive Officer of the
                  Company
                  and the Bank.

              


      

       

      
        	
                 

              	
                (ii)

              	
                Without
                  the Executive's express written consent, a material reduction by
                  the
                  Employers in the Executive's Base Salary as the same may be increased
                  from
                  time to time; or

              


      

       

      
        	
                 

              	
                (iii)

              	
                Without
                  the Executive's express written consent, the Employers require
                  the
                  Executive to be based at a location more than 50 miles from Costa
                  Mesa,
                  California (which requirement shall be deemed to be a material
                  change in
                  the geographic location at which the Executive must perform services
                  for
                  the Company and the Bank), except for required travel on business
                  of the
                  Employers to an extent substantially consistent with the Executive's
                  present business travel
                  obligations.

              


      

       

      (j)           IRS.  IRS
        shall mean the Internal Revenue Service.

       

      (k)           Notice
        of Termination. Any purported termination of the Executive's employment
        by the Employers for any reason including, without limitation, for Cause
        or
        Disability, or by the Executive for any reason including, without limitation,
        for Good Reason, shall be communicated by written “Notice of Termination” to the
        other party or parties hereto. For purposes of this Agreement, a “Notice of
        Termination” shall mean a dated notice which (i) indicates the specific
        termination provision in this Agreement relied upon, (ii) sets forth in
        reasonable detail the facts and circumstances claimed to provide a basis
        for
        termination of Executive's employment under the provision so indicated, (iii)
        specifies a Date of Termination, which shall be not less than thirty (30)
        nor
        more than ninety (90) days after such Notice of Termination is given, except
        in
        the case of the Company's termination of Executive's employment for Cause,
        which
        shall be effective immediately; and (iv) is given in the manner specified
        in
        Section 14 hereof.

       

      (l)           Separation
        from Service.  Whether a Separation from Service takes place
        is determined based on the facts and circumstances surrounding the termination
        of the Executive’s employment and whether the Employers and the Executive
        intended for the Executive to provide significant services for the Employers
        following such termination.  A termination of employment will not be
        considered a Separation from Service if:

       

      
        	
                 

              	
                (i)

              	
                the
                  Executive continues to provide services as an employee of the Employers
                  at
                  an annual rate that is twenty percent or more of the services rendered,
                  on
                  average, during the immediately preceding three full calendar years
                  of
                  employment and the annual remuneration for such services is twenty
                  percent
                  (20%) or more of the average annual remuneration earned during
                  the final
                  three full calendar years of employment,
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  Executive continues to provide services to the Employers in a capacity
                  other than as an employee of the Employers at an annual rate that
                  is
                  twenty percent or more of the services rendered, on average, during
                  the
                  immediately preceding three full calendar years of employment and
                  the
                  average annual remuneration earned during the final three full
                  calendar
                  years of employment.

              


      

       

      (m)           Specified
        Employee.  Pursuant to Code Section 409A, a Specified
        Employee shall mean a key employee (as defined in Section 416(i) of the Code
        without regard to paragraph 5 thereof) of the Employers if any stock of the
        Company is publicly traded on an established securities market or
        otherwise.

       

      2.           Term
        of Employment.

       

      (a)           Each
        of the Company and the Bank hereby employs the Executive as President and
        Chief
        Executive Officer of the Company and the Bank, and the Executive hereby accepts
        said employment and agrees to render such services to the Employers, on the
        terms and conditions set forth in this Agreement.  The term of
        employment under this Agreement shall be for a term of three years, commencing
        on the date of this Agreement, unless such term is extended as provided in
        this
        Section 2.  On the annual anniversary of the date first above written
        and each annual anniversary thereafter, the term of this Agreement shall
        automatically be extended for an additional one-year without the need for
        notification to be given by the Board of Directors of each of the Employers
        of
        their approval of such extension.  If either the Executive on the one
        hand, or the Company or the Bank on the other hand, gives written notice
        to the
        other party or parties hereto of such party’s or parties’ election not to extend
        the term, with such notice to be given not less than ninety (90) days prior
        to
        any such anniversary date, then this Agreement shall terminate at the conclusion
        of its remaining term. References herein to the “Term of Employment” shall refer
        both to the initial term and successive terms.

       

      (b)           During
        the Term of Employment, the Executive shall perform such executive services
        for
        the Employers as may be consistent with Executive’s titles and such executive
        services which are from time to time assigned to Executive by the Employers’
respective Boards of Directors.  The Executive shall devote
        Executive’s entire business time, attention, skill and energy exclusively to the
        business of the Employers.  The Executive shall not engage or prepare
        to engage in any other business activity, whether or not such business activity
        is pursued for gain, profit or other economic or financial advantage; provided,
        however, that the Executive may engage in appropriate civic, charitable or
        religious activities and devote a reasonable amount of time to private
        investments or boards or other activities provided that such activities do
        not
        interfere or conflict with the Executive’s responsibilities and are not or not
        likely to be contrary to the Employers interests

       

      3.           Compensation
        and Benefits.

       

      (a)           The
        Employers shall compensate and pay the Executive for services during the
        term of
        this Agreement at a minimum base salary of $375,000 per
        year (“Base Salary”), which may be increased from time to time in such amounts
        as may be determined by the Board of Directors of the Employers and may not
        be
        decreased without the Executive's express written consent.  The
        Executive’s Base Salary shall be paid in periodic installments (not less than
        monthly) in accordance with the general payroll practices of the Employers,
        as
        in effect from time-to-time.

       

      (b)           This
        Agreement shall have no impact on, and Executive shall continue to be entitled
        to all benefits set forth in, that certain Salary Continuation Agreement
        between
        Executive and the Bank dated May 17, 2006.  In addition, during the
        term of this Agreement, the Executive shall be entitled to participate in
        and
        receive the benefits of any pension or other retirement benefit plan, profit
        sharing, stock option, employee stock ownership, or other plans, benefits
        and
        privileges given to employees and executives of the Employers, to the extent
        commensurate with Executive’s then duties and responsibilities as fixed by the
        Boards of Directors of the Employers.

       

      (c)           Executive
        shall be entitled to receive all benefits and conditions of employment generally
        available to other executives of Employers, including, without limitation,
        sick
        leave, disability, accident, life, hospitalization, medical and dental
        insurance, paid holidays, and participation in any pension, profit sharing
        or
        other retirement plan pursuant to the terms of said plans.  Employers
        shall obtain life insurance for Executive in the amount of $1,500,000, with
        the
        beneficiary or beneficiaries of said life insurance to be designated by
        Executive.

       

      (d)           Executive
        shall accrue paid vacation at the rate of three weeks per year and paid sick
        leave at the rate of two hours per pay period.  Except as stated
        herein, the terms and conditions of Executive’s vacation and sick pay shall be
        governed by Employer’s Employee Handbook, as amended from
        time-to-time.  The Executive shall not be entitled to receive any
        additional compensation from the Employers for failure to take a vacation,
        nor
        shall the Executive be able to accumulate unused vacation time from one year
        to
        the next, except to the extent authorized by the Board of Directors of the
        Employers.

       

      (e)           During
        the term of this Agreement, Executive shall receive the use of an automobile
        paid for by the Company.

       

      (f)           Executive
        shall be eligible for a discretionary performance bonus not to exceed 125%
        of
        Executive’s Base Salary, based on individual performance and overall performance
        of the Employers.  The criteria for determining eligibility and the
        amount of any bonus shall be in the discretion of the Compensation Committee
        of
        the Employer’s Board of Directors.  Such bonus, if any, shall be paid
        between January 1 and March 15 following the year during which performance
        is
        measured.

       

      (g)           The
        Executive shall be required to obtain a physical examination not less than
        annually during the Term of Employment which shall be paid for by the
        Employer.

       

      4.           Expenses.
        The Employers shall reimburse the Executive or otherwise provide for or pay
        for
        all reasonable expenses incurred by the Executive in furtherance of or in
        connection with the business of the Employers, including, but not by way
        of
        limitation, traveling expenses, subject to such reasonable documentation
        and
        other limitations as may be established by the Boards of Directors of the
        Employers. If such expenses are paid in the first instance by the Executive,
        the
        Employers shall reimburse the Executive therefore.

       

      5.           Termination.

       

      (a)           The
        Employers shall have the right, at any time upon prior Notice of Termination,
        to
        terminate the Executive's employment hereunder for any reason, including,
        without limitation, termination for Cause or Disability, and the Executive
        shall
        have the right, upon prior Notice of Termination, to terminate Executive’s
        employment hereunder for any reason.

       

      (b)           In
        the event that (i) the Executive’s employment is terminated by the Company for
        Cause, (ii) the Executive dies or (iii) the Executive terminates his employment
        hereunder other than for Disability or Good Reason, the Executive shall have
        no
        right pursuant to this Agreement to compensation or other benefits for any
        period after the applicable Date of Termination or death other than for Base
        Salary accrued through the Date of Termination or death.  To the
        extent that Executive voluntarily terminates his employment with either one
        of
        the Employers, he shall be deemed to have voluntarily terminated his employment
        with the other Employer.

       

      (c)           In
        the event that the Executive's employment is terminated as a result of
        Disability during the term of this Agreement, the Executive shall receive
        the
        lesser of (i) Executive’s existing Base Salary as in effect as of the Date of
        Termination, multiplied by one year or (ii) Executive’s Base Salary for the
        duration of the Term of Employment.  In the event of the Executive's
        death during the term of this Agreement, the Executive's estate shall receive
        the lesser of (i) Executive’s existing Base Salary as in effect as of the date
        of Executive’s death, multiplied by one year or (ii) Executive’s Base Salary
        through the end of the Term of Employment.  Payment pursuant to this
        Subsection (c) shall be paid to the Executive or Executive’s estate within sixty
        (60) days after the Date of Termination.

       

      (d)           In
        the event that the Executive's employment is terminated (i) by the Employers
        for
        other than Cause, Disability, or the Executive's death or (ii) by the Executive
        (a) due to a material breach of this Agreement by the Employers, or (b) for
        Good
        Reason, then the Employers shall, subject to Section 6 hereof, if applicable,
        provide the benefits described in subparagraphs (A) and (B) of this Section
        6(d).  Such a termination shall be deemed an involuntary termination
        if the breach or Good Reason basis for termination has not been cured within
        thirty (30) business days after a written notice of non-compliance has been
        given by the Executive to the Employers, such written notice has been given
        no
        more than ninety (90) days after the initial occurrence of the breach or
        the
        Good Reason basis for termination, and the termination occurs within two
        (2)
        years following the initial occurrence of the breach or the Good Reason basis
        for termination.

       

      (A)           Pay
        to the Executive a cash severance amount equal to the Executive's Base Salary
        as
        in effect immediately prior to the Date of
        Termination, plus his incentive bonus for the previous
        year multiplied by three (3) years, less taxes and other required withholding
        (“Severance Pay”).  Such Severance Pay shall be paid in a lump sum on
        the first business day of the month following the Date of
        Termination.  Nothwithstanding the foregoing, no such Severance Pay
        will be paid to Executive unless the Executive has undergone a Separation
        from
        Service.

       

      (B)           Maintain
        and provide for a period ending at the earlier of (i) the third anniversary
        of
        the Date of Termination or (ii) the date of the Executive's full-time employment
        by another employer, at no cost to the Executive, the Executive's continued
        participation in all group insurance, life insurance, health and accident,
        disability and other employee benefit plans, programs and arrangements in
        which
        the Executive was entitled to participate immediately prior to the Date of
        Termination (other than any stock option or other stock compensation plans
        or
        bonus plans of the Employers), provided that in the event that Executive's
        participation in any such plan, program or arrangement is barred, the Employers
        shall arrange to provide Executive with benefits substantially similar to
        those
        Executive was entitled to receive under such plans, programs and arrangements
        prior to the Date of Termination.

       

      (e)           In
        receiving any payments pursuant to this Section 5, the Executive shall not
        be
        obligated to seek other employment or take any other action by way of mitigation
        of the amounts payable to the Executive hereunder, and such amounts shall
        not be
        reduced or terminated whether or not the Executive obtains other
        employment.

       

      (f)           Restrictions
        on Timing of Distribution.  Notwithstanding
        any provision of this Agreement to the contrary, if Executive is a Specified
        Employee on the Date of Termination and, as a result thereof, Section 409A
        of
        the Code and the rules promulgated thereunder would so require, payments
        pursuant to Subsection (d) of this Section 5 may not commence earlier than
        six
        (6) months after the Date of Termination.  Therefore, in the event
        this Subsection (f) is applicable, the payment required pursuant to Subsection
        (d) of this Section 5 shall be paid in a lump sum on the first day of the
        seventh month following the Date of Termination.

       

      6.           Limitation
        of Benefits under Certain Circumstances. If the payments and benefits
        pursuant to Section 5 hereof, either alone or together with other payments
        and
        benefits which the Executive has the right to receive from the Employers,
        would
        constitute a “parachute payment” under Section 280G of the Code, the payments
        and benefits payable by the Employers pursuant to Section 5 hereof shall
        be
        reduced, in the manner determined by the Executive, by the amount, if any,
        which
        is the minimum necessary to result in no portion of the payments and benefits
        payable by the Employers under Section 5 being non-deductible to the Employers
        pursuant to Section 280G of the Code and subject to the excise tax imposed
        under
        Section 4999 of the Code. The determination of any reduction in the payments
        and
        benefits to be made pursuant to Section 5 shall be based upon the opinion
        of
        independent counsel selected by the Employers’ independent public accountants
        and paid by the Employers. Such counsel shall be reasonably acceptable to
        the
        Employers and the Executive; shall promptly prepare the foregoing opinion,
        but
        in no event later than thirty (30) days from the Date of Termination; and
        may
        use such actuaries as such counsel deems necessary or advisable for the purpose.
        Nothing contained herein shall result in a reduction of any payments or benefits
        to which the Executive may be entitled upon termination of employment under
        any
        circumstances other than as specified in this Section 6, or a reduction in
        the
        payments and benefits specified in Section 5 below zero.

       

      7.           Restrictions
        Respecting Confidential Information and Non-Solicitation

       

      (a)           The
        Executive acknowledges and agrees that by virtue of the Executive's position
        and
        involvement with the business and affairs of the Employers, the Executive
        will
        develop substantial expertise and knowledge with respect to all aspects of
        the
        Employers’ business, affairs and operations and will have access to all
        significant aspects of the business and operations of the Employers and to
        Confidential and Proprietary Information.

       

      (b)           The
        Executive hereby covenants and agrees that, during the term of employment
        and
        thereafter, unless otherwise authorized by the Employers in writing, the
        Executive shall not, directly or indirectly, under any circumstance: (i)
        disclose to any other person or entity (other than in the regular course
        of
        business of the Employers) any Confidential and Proprietary Information,
        other
        than pursuant to applicable law, regulation or subpoena or with the prior
        written consent of the Employers; (ii) act or fail to act so as to impair
        the
        confidential or proprietary nature of any Confidential and Proprietary
        Information; (iii) use any Confidential and Proprietary Information other
        than
        for the sole and exclusive benefit of the Employers; or (iv) offer or agree
        to,
        or cause or assist in the inception or continuation of, any such disclosure,
        impairment or use of any Confidential and Proprietary Information. Following
        the
        term of employment, the Executive shall return all documents, records and
        other
        items containing any Confidential and Proprietary Information to the Employers
        (regardless of the medium in which maintained or stored).

       

      (c)           While
        the Executive is employed by the Employers and for two (2)
        years after the Date of Termination, the Executive shall
        not hire or solicit or attempt to solicit for hire a Covered Employee, encourage
        another person to hire a Covered Employee, or otherwise seek to adversely
        influence or alter such Covered Employee’s relationship with the Employers or
        any of the Employers’ Affiliates (except during the Executive’s employment with
        the Employers, when acting on the good faith belief that ending the Covered
        Employee’s employment would be in the Employers’ best interest). A “Covered
        Employee” shall be any person who has been employed by the Employers or any of
        the Employers’ Affiliates in which Executive was directly involved or had access
        to Confidential and Proprietary Information at any time within the twelve
        (12)
        months prior to the date of any action prohibited by the preceding sentence
        occurs.

       

      (d)           The
        Executive acknowledges that as a result of Executive’s employment with the
        Employers, Executive has held and will continue to hold a position of the
        highest trust in which Executive comes to know the Employers’ employees, its
        customers and its Confidential and Proprietary Information.  The
        Executive agrees that the provisions of Section 7 (c) are necessary to protect
        the Employers’ legitimate business interests.  The Executive warrants
        that these provisions will not unreasonably interfere with Executive’s ability
        to earn a living or to pursue Executive’s occupation after Executive’s
        employment ends for any reason.  Executive agrees to promptly notify
        the Employers of the name and address of any Person or entity to which Executive
        provides services during the Covered Period and authorizes the Employers,
        after
        consultation with Executive as to the form and content of any such notice,
        to
        notify that entity of Executive’s obligations under this Agreement.

       

      (e)           The
        parties agree that nothing in this Agreement shall be construed to limit
        or
        negate the common law of torts, confidentiality, trade secrets, fiduciary
        duty
        and obligations where such laws provide the Employers with any broader, further
        or other remedy or protection than those provided herein.

       

      (f)           Because
        the breach of any of the provisions of this Section 7 will result in immediate
        and irreparable injury to the Employers for which the Employers will not
        have an
        adequate remedy at law, the Employers shall be entitled, in addition to all
        other rights and remedies, to seek a degree of specific performance of the
        restrictive covenants contained in this Section 7 and to a temporary and
        permanent injunction enjoining such breach, without posting bond or furnishing
        similar security.

       

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

       

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

       

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

       

      11.           Dispute
        Resolution.                                           
The Executive and the Employers agree that arbitration in accordance
        with the
        Federal Arbitration Act and the Dispute Resolution Procedures set forth in
        Attachment A to this Agreement shall be the exclusive means for final resolution
        of any dispute between the parties arising out of or relating to the Executive’s
        employment or this Agreement, except (1) for workers’ compensation and
        unemployment claims; (2) when injunctive relief is necessary to preserve
        the
        status quo or to prevent irreparable injury; and (3) any claims arising from
        or
        relating to Section 7 of this Agreement.  Injunctive relief may be
        sought only from any court of competent jurisdiction located in Orange County,
        California and the Executive consents to venue and personal jurisdiction
        in any
        such court. The parties hereto agree that the arbitration
        provided for hereunder shall be conducted by the Judicial Arbitration and
        Mediation Services, Inc. (“JAMS”), presently located in Orange County,
        California.  In the event JAMS is unable or unwilling to conduct the
        arbitration provided for under the terms of this Section, or has discounted
        its
        business, the parties agree that the American Arbitration Association, presently
        located in Orange County, California, shall conduct the binding arbitration
        referred to in this Section.  If any part of this
        Agreement is held by an arbitrator or court of competent jurisdiction to
        be void
        or unenforceable, the remaining provisions shall continue with full force
        and
        effect.  If this Agreement shall be determined by any court or an
        arbitrator to be unenforceable because of its duration, or the scope of
        activities, information or geographic area covered, the parties agree that
        this
        Agreement shall be interpreted to extend to the maximum period of time or
        range
        of activities, information or geographic area that would be
        enforceable.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      21.           Regulatory
        Prohibition and Required Provisions.

       

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

       

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

       

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

       

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

       

      (e)           All
        obligations of the Bank under this contract shall be terminated, except to
        the
        extent determined that continuation of the contract is necessary for the
        continued operation of the institution, by the Federal Deposit Insurance
        Corporation (“FDIC”), at the time the FDIC enters into an agreement to provide
        assistance to or on behalf of the Bank under the authority contained in Section
        13(c) of the FDIA, 12 U.S.C. § 1823(c).

       

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

       

      [Signature
        page follows]

       

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

       

      


      PACIFIC
        PREMIER BANCORP, INC.

      


      


      By:                                                                

            Name:

      Title:

      Address:

      1600
        Sunflower Avenue

      2nd
        Floor

      Costa
        Mesa, CA  92626

      


      


      PACIFIC
        PREMIER BANK

      


      


      By:                                                                

            Name:

      Title:

      Address:

      1600
        Sunflower Avenue

      2nd
        Floor

      Costa
        Mesa, CA  92626

      


      


      EXECUTIVE

      


      


      By:                                                                

            Name:  Steven
        Gardner

      Address:

      12131
        Orvillina Drive

      Santa
        Ana, CA 92705

      


      
        
          

        



       

      Attachment
        A

       

      DISPUTE
        RESOLUTION PROCEDURES

       

      The
        parties agree to make a good faith effort to informally resolve any dispute
        before submitting the dispute to be resolved in accordance with the following
        procedures (“Procedures”):

       

      
        	
                A.  

              	
                The
                  party claiming to be aggrieved (“Claimant”) shall furnish to the other a
                  written statement of the grievance, all Persons whose testimony
                  would
                  support the grievance, and the relief requested or
                  proposed.  The written statements must be delivered to the other
                  party within the time limits for bringing an administrative or
                  court
                  action based on that claim.

              


      

       

      
        	
                B.  

              	
                If
                  the other party does not agree to furnish the relief requested
                  or
                  proposed, or otherwise does not satisfy the demand of the Claimant
                  within
                  30 days and the Claimant wishes to pursue the issue, the Claimant
                  shall
                  give notice to the other of the Claimant’s demand that the dispute be
                  submitted to non-binding mediation before a mediator jointly selected
                  by
                  the parties or the parties cannot agree on a mediator selected
                  from a list
                  provided by the American Arbitration Association.  Such
                  mediation should occur within 90 days of the demand for
                  mediation.

              


      

       

      
        	
                C.  

              	
                If
                  the dispute is not resolved in mediation, the Claimant shall request
                  arbitration of the dispute by giving written notice to the other
                  party
                  within 30 days after mediation. The parties will attempt to agree
                  on a
                  mutually acceptable arbitrator and, if no agreement is reached,
                  the
                  parties will request a list of nine arbitrators from the American
                  Arbitration Association or such other arbitration firms as agreed
                  and
                  select by alternatively striking names.  The arbitration will be
                  conducted consistent with American Arbitration Association’s National
                  Rules for Resolution of Employment Disputes (“Rules”) that are in effect
                  at the time of the arbitration.  If there is any conflict
                  between those Rules and the Procedures, the Procedures will
                  govern.  The arbitrator shall have authority to decide whether
                  the conduct complained of under Section A above violates the legal
                  rights
                  of the parties.  In any such arbitration proceeding, any hearing
                  must be supported by written findings of fact and conclusions of
                  law.  The arbitrator’s findings of fact must be supported by
                  substantial evidence on the record as a whole, and the conclusions
                  of law
                  and any remedy must be provided for by and consistent with the
                  laws of
                  California and federal law.  The arbitrator shall have no
                  authority to add to, modify, change or disregard any lawful term
                  of the
                  Agreement. The Employers will pay the arbitrator’s fee.  Any
                  award that may result from such arbitration, may be confirmed into
                  a
                  judgment from a court and enforced in accordance with applicable
                  law.