Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement
(the “Agreement”) is made and entered into as of December 21, 2007
(the “Effective Date”) by and between Richard H. Revier (“Executive”)
and 1st Pacific Bancorp, a California corporation (“Bancorp”)
and 1st Pacific Bank of California, a California state-chartered
bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”),
with regard to the following:


 


A.            Executive
has served as the Executive Vice President and Chief Credit Officer of the Bank
under an Employment Agreement between Executive and Bank dated November 17,
2005  (the “Former Employment
Agreement”).


 


B.            Executive
and the Employer have agreed that Executive shall continue to serve as the
Executive Vice President and Chief Credit Officer and a full-time employee of
the Employer 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
Employer.


 


C.            The
Employer considers the availability of Executive’s services, managerial skills
and business experience to be in the best interests of the Employer and the
shareholders of the Employer and desires to assure the continued services of
Executive on behalf of the Employer.


 


D.            Executive
is willing to be employed by the Employer upon the understanding that the
Employer will provide him with income security and Benefits if his employment
with the Employer is terminated, upon certain terms and conditions.


 


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


 


1.             Definitions.


 


“Bancorp” means 1st Pacific Bancorp, a
California corporation, its successors and permitted assigns.


 


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


 


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


 


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


 


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


 


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“Benefits” means the types and amounts of
benefits provided under Paragraph 3.7, provided that if at the date of
reference the terms of any Employer insurance plan prohibit the continuance or
recommencement of insurance benefits that Executive formerly held, Employer
shall be obligated to pay to Executive in cash on a monthly basis an amount
equal to Employer’s former premium payments (pro rated on a monthly basis) for
the benefit of Executive under such plan, except that if Executive is entitled
to COBRA health insurance benefits the amount shall be increased to the amount
payable by Executive for such benefits if higher than Employer’s former premium
payments.


 


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


 


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


 


(ii)           a
sale of assets involving all or substantially all of the assets of Bancorp or
Bank; or


 


(iii)          a
merger or consolidation of Bancorp or Bank in which the holders of securities
of Bancorp or Bank immediately prior to such event hold in the aggregate less
than a majority of the securities of Bancorp or Bank or any other surviving or
resulting entity immediately after such event.


 


“Change of Control Severance Benefits” means (i) an
amount equal to the sum of (y) one (1) times Executive’s base annual
salary at the rate then in effect in accordance with Paragraph 3.1, plus (z) the
amount actually paid by the Employer to Executive under the Plan for the
immediately preceding year, if any; and (ii) continuation of Benefits
provided under Paragraph 3.7 or substitute equivalent Benefits in the
event that the particular Benefits (for instance, insurance coverage) are not
carried by the Employer under its programs following the Change of Control
Termination, for a period of twelve (12) months.


 


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


 


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


 


“Disability” shall be deemed to occur on the
date that benefits under the Employer’s group long term disability insurance
are first payable for the benefit of Executive.


 


“Employer” means Bancorp and Bank.


 


“Employer Board” means the Boards of Directors
of Bancorp and Bank.


 


“Executive” means Richard H. Revier, or if
deceased, his Beneficiary.


 


“Expiration Date” means December 31, 2009.


 


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


 


“Plan” means the 1st Pacific Bank of California
Senior Executive Bonus Plan (“SEBP”) for Senior Management, approved by the
applicable Bancorp Board or Bank Board no later than, and with an effective
date no later than, January 1, 2008.


 


“Separation and Consulting Agreement” means the
Separation and Consulting Agreement and General Release of Claims,
substantially in the form attached hereto as Exhibit A.


 


“Trade secrets and other proprietary and
confidential information” means and consists of, for example, and not
intending to be inclusive, information concerning any matters relating to the
business of the Employer, any of its customers, governmental relations,
customer contacts, underwriting methodology, loan program configuration and
qualification strategies, marketing strategies and proposals, or any other
information concerning the business of the Employer, its subsidiaries and
affiliates, and the Employer’s good will; provided that “Trade secrets and
other proprietary and confidential information” shall not be deemed to include
information that is or becomes, through no fault of Executive, in the public
domain.


 


2.             Rights and Duties of Executive.


 


2.1           Employment.  The Employer hereby employs Executive as its
Executive Vice President and Chief Credit Officer, and Executive accepts the
duties described herein, and agrees to discharge the same faithfully and to the
best of his ability.  Executive shall
perform such other duties as shall be from time to time prescribed by the Chief
Executive Officer of the Employer and shall report to and be subject to the
direction of the Chief Executive Officer of the Employer.  Executive shall devote his full business time
and attention to the business and affairs of the Employer.


 


2.2           Termination of Former Employment
Agreement.  As of the Effective Date,
and except as otherwise provided under Paragraph 7.2, the Former Employment
Agreement shall terminate without further liability of the Employer or
Executive thereunder of any kind.


 


2.3           At-Will Employment.  Executive’s employment with the Employer is
not for a fixed period of time and can be terminated at the will of either
Executive or the Employer at any time, with or without notice, and with or
without cause.  There are no agreements
between Executive and the Employer contrary to Executive’s at-will status.
Neither an Employer Board member nor a manager, supervisor, employee or agent
of the Employer is authorized to alter Executive’s at-will status, except for
the Chairperson of the Employer Board, and then only in a


 


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writing signed both by
the Chairperson of the Employer Board and Executive following adoption of a
resolution by the Employer Board authorizing the specific change reflected in
such writing and authorizing the Chairperson of the Employer Board to sign such
writing. Executive should neither assume nor imply any promise of employment
for any specified period of time except through such a signed writing.  This Agreement shall terminate immediately
without further liability or obligation to Executive if (i) the Bank is
closed by any supervisory authority, or (ii) any supervisory authority
demands, by proposed consent agreement or by a prompt corrective action
directive, or pursuant to cease and desist powers, the removal of Executive
from his position as the Executive Vice President or Chief Credit Officer of
the Employer.  Should Executive remain
employed under this Agreement through the Expiration Date, Executive’s
employment with the Employer shall automatically terminate on that date and
this Agreement shall be of no force or effect on or after that date, subject to
Paragraphs 5.4 and 8.6.


 


2.4           Outside Activities.  Executive shall not have other employment,
consulting, charitable or independent contractor work that materially
interferes with the fulfillment of Executive’s duties to the Employer.  Executive shall not undertake expanded
commitments to business or charitable activities or engage in new such
activities before consulting with the President and Chief Executive Officer of
the Employer.  Executive will not provide
services to, hold or make any investment in or loan to, or participate in the
management or business of, any bank, savings and loan, credit union, thrift and
loan, industrial loan or other entity engaged in the business of making loans
or accepting deposits or both without the consent of the Chief Executive
Officer of the Employer; provided that Executive may own less than 5% of the
voting stock of any company that files reports under the Securities Exchange
Act of 1934.


 


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


 


3.1           Salary.  The Employer shall pay Executive a minimum
annual base salary of (i) One Hundred Seventy Thousand Dollars ($170,000)
for the period of November 17, 2007 to December 31, 2008, and (ii) One
Hundred Seventy-Six Thousand Six Hundred Dollars ($176,600) for the period of January 1,
2009 to December 31, 2009.  Other
salary increases, if any, shall only be as approved by the Employer Board in
its sole discretion.


 


3.2           Stock Option Grant. Prior to
the execution of this Agreement, the Employer provided Executive with one grant
of stock options pursuant to the 1st Pacific Bancorp 2007 Omnibus
Stock Incentive Plan.  The grant was for
20,000 stock options subject to the terms and conditions set forth in the
Non-Qualified Stock Option Agreement attached hereto as Exhibit C approved
by the Employer Board prior to its approval of this Agreement.  The Non-Qualified Stock Option Agreement is
incorporated by reference to this Agreement.


 


3.3           Withholding and Deductions.  The Employer shall withhold and/or deduct
from any and all salary or other payments to Executive, all taxes which may be
required to be deducted or withheld under any provision of law (including, but
not limited to, social security payments and income tax withholding) now in
effect or which may become effective any time during Executive’s employment
with the Employer.


 


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3.4           Executive Incentive Compensation.  In general, the Employer believes that
superior performance of Executive should be rewarded and encouraged by
incentive compensation.  The Employer
Board shall adopt the Plan pursuant to which Executive may be entitled to
incentive compensation provided that the performance goals of the Employer as
set forth in the Plan are achieved and the terms and conditions of the Plan are
satisfied. The performance goals contained in the Plan will be evaluated
annually by the Employer Board in consultation with Executive no later than the
first month of the calendar year. In addition, Executive shall be entitled to
other incentive compensation and bonuses as the Employer Board may determine in
its sole discretion.


 


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


 


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


 


3.7           Benefits.  The Employer shall provide life insurance
with a life insurance benefit equal to at least one and one-half times the
annual salary of Executive at the rate then in effect under Paragraph 3.1,
which shall be provided through any group life insurance plan of the Employer
at the Employer’s option.  The Employer
shall provide to Executive the long-term disability insurance provided by the
Employer to employees at the Effective Date under the Employer’s group plan or
shall replace it with similar coverage so long as Executive is employed by the
Employer.  Executive shall be entitled to
participate in such other insurance benefits as are generally provided to the
employees of the Employer from time to time.


 


3.8           Other Benefit Programs.  Executive shall be entitled to participate in
any other benefit programs and/or to receive any other fringe benefits as are
made available to or provided for other members of executive management of the
Employer.


 


3.9           Vacation.  In addition to vacation accrued as of the
Effective Date, Executive shall accrue five (5) weeks of vacation time and
pay per annum, which shall be scheduled in Executive’s discretion, subject to
and taking into account applicable banking laws and regulations.  Unused vacation may be accrued up to a
maximum of six (6) weeks of unused vacation in addition to the vacation to
which Executive may be entitled in the current year, and thereafter Executive
shall cease to accrue unused vacation until used.  Vacation must be accrued before taken, and if
not yet accrued, must have the prior approval of the Chief Executive Officer of
the Employer to be taken.  Vacation may
be used only at the time or times approved by the Chief Executive Officer of
the Employer.


 


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4.             Termination.


 


4.1           Employer Right to Terminate Employment. 
Nothing in this Agreement shall adversely affect the right of the
Employer Board to terminate Executive. 
The Employer Board has the right to terminate the employment of
Executive with the Employer at will, with or without cause, upon delivery of
written notice to Executive thirty (30) days in advance of such termination
(except in the case of death of Executive or pursuant to Paragraph 4.1.3, in
which event termination shall automatically occur at the date of death or upon
the event described in Paragraph 4.1.3), 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
perform Executive’s duties hereunder, including without limitation failure to
cooperate with the Employer Board in the structuring, documentation or
negotiation of a transaction that might result in a Change of Control;


 


4.1.2        Malfeasance or misfeasance in the
performance of Executive’s duties hereunder, imposition of a regulatory order
to remove Executive, failure to comply with a direction by the Employer Board
or Employer Chief Executive Officer, material breach of Employer policy or
procedure, or breach of this Agreement.


 


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 Employer Board that the employment of Executive should be terminated
prior to the Expiration Date, without reference to the grounds set forth in
Paragraphs 4.1.1, 4.1.2, 4.1.3 or 4.1.4, and specification of the
termination date in the notice described in Paragraph 4.1.


 


4.2           Termination by Executive. 
Executive may terminate his employment with the Employer at will, for
any reason, and without advance notice. 
However, as a courtesy, Executive is requested to deliver written notice
to the Employer three (3) months in advance of the date such termination
is to take effect, except with respect to a termination for Good Cause.  Executive may terminate his employment with
the Employer prior to the Expiration Date for Good Cause upon thirty (30) days
notice to the Employer and the Employer’s failure to cure within that
time.  To be effective, such notice must
be given by Executive within fifteen (15) days from Executive’s actual
knowledge of the occurrence of the event that constitutes Good Cause, provided
that if Good Cause results from a material reduction in the duties or authority
of Executive so that he is no longer performing substantially all of the duties
of a chief credit officer of a community bank and such reduction occurs before
a Change of Control occurs and continues after the Change of Control occurs,
Executive shall be required to give the thirty (30) day notice described above
within fifteen (15) days of the Change of Control.


 


4.3           Termination Upon Expiration. 
Should Executive remain employed under this Agreement through the date
five (5) months prior to the Expiration Date, Executive shall have the
right, while he is still employed, to provide written notice to the Employer of
his desire to remain employed after the Expiration Date on or before the date
four (4) months prior to the Expiration Date.  If Executive and the Employer have not
entered into an amendment of this


 


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Agreement extending its
term or another written agreement replacing this Agreement on or prior to the
date three (3) months prior to the Expiration Date, and Executive’s
employment is not otherwise terminated, Executive’s employment shall
automatically terminate on the Expiration Date. 
If such an extension or replacement is not entered 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 Employer that his employment with the
Employer will terminate as of the Expiration Date.  Nothing in this Paragraph shall
prejudice the at-will status of Executive or require the Employer to negotiate
with Executive.


 


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


 


4.5           Automatic Resignations. 
Upon notice of termination of employment Executive shall, automatically
and without further action by any party, be deemed to have resigned from all
directorships with the Employer and any of its subsidiaries and
affiliates.  Upon termination of
employment, Executive shall, automatically and without further action by any
party, be deemed to have resigned from all offices and other capacities with
the Employer and any of its subsidiaries and affiliates.


 


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


 


5.1           Termination Resulting from Breach. 
In the event the employment of Executive is terminated under
Paragraphs 4.1.1, 4.1.2 or 4.1.3, the Employer shall provide Executive
only the base salary, Benefits, and a payout of all accrued but unused vacation
days under Paragraph 3.9, if any, then-provided, on the terms then-provided,
due him through the date of termination and shall not be obligated to provide
any other compensation or Benefits.


 


5.2           Other Terminations.


 


5.2.1        Payments – Disability.  In the event the employment of Executive is
terminated under Paragraph 4.1.4 for disability, and subject to Executive
first entering into the Separation and Consulting Agreement and such agreement
being fully effective, the Employer shall provide Executive only the following:


 


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


 


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


 


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


 


(d)           continuation of the group medical and
other insurance benefits, if any, then-provided under Paragraph 3.7, for a
period of three (3) months from the date of termination, subject to the
limitations of and to the extent permitted by the policy or policies under
which such benefits are provided.


 


5.2.2        Payments – Death.  In the event the employment of Executive is
terminated under Paragraph 4.1.4 for death, the Employer shall provide the
Beneficiary only the following:


 


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


 


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


 


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


 


(d)           continuation of the group medical and
other insurance benefits, if any, then-provided under Paragraph 3.7, for a
period of three (3) months from the date of termination, subject to the
limitations of and to the extent permitted by the policy or policies under
which such benefits are provided.


 


5.2.3        Payments Termination Under Paragraph
4.1.5, or 4.2.  In the event the
employment of Executive is terminated under Paragraph 4.1.5, or under
Paragraph 4.2 for Good Cause, and subject to Executive first entering into
the Separation and Consulting Agreement and such agreement being fully
effective, the Employer shall provide Executive only the following:


 


(a)           continued salary at the rate then in
effect under Paragraph 3.1 and the automobile allowance then provided under
Paragraph 3.5 for a period of nine (9) months from the date notice of
termination is delivered to the Executive, or at the option of the Employer a
lump sum payment of such amount, all subject to withholding;


 


(b)           payment of certain incentive
compensation due Executive, if any, in compliance with the Plan, with Executive’s
termination under this Paragraph 5.2.3 being considered for the limited purpose
of interpreting the Plan in the context of this Agreement as being a
termination “without cause”;


 


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


 


(d)           continuation of the group medical and
other insurance benefits, if any, then-provided under Paragraph 3.7, for a
period of nine (9) months from the date of


 


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termination, subject to the limitations of and to the
extent permitted by the policy or policies under which such benefits are
provided.


 


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


 


5.3           Change of Control.


 


5.3.1        Payment Following Certain
Terminations Related to Change of Control. 
Subject to Executive first entering into the Separation and Consulting
Agreement and such agreement being fully effective, in respect of any Change of
Control Termination the Employer shall pay to Executive the Change of Control
Severance Benefits in a lump sum (except for the Benefits under Paragraph 3.7,
which shall be continued) within five (5) days following the date the
Separation and Consulting Agreement is fully effective.


 


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


 


5.3.3        The terms of this Paragraph 5.3
override and control any and all other terms of this Agreement to the extent
inconsistent with this Paragraph 5.3. 
This Paragraph 5.3 shall apply to the extent that the aggregate
present value of any or all payments and benefits in the nature of compensation
to (or for the benefit of) Executive provided under this Agreement or otherwise
provided to Executive by or on behalf of the Bank or any affiliate, parent or
controlling entity of the Bank, constitute a “parachute payment” under the
provisions of Section 280G of the Code, and the regulations thereunder
(the “Total Payments”).  In the event
that the Total Payments would exceed an amount equal to 299% of Executive’s “base
amount” as that term is defined in Section 280G of the Code, as determined
by the independent public accountants for the Bank, Executive and the Bank
agree that the payments or benefits provided to Executive under this Agreement
shall be reduced (or the parties shall agree to a reduction in other payments
or benefits included in the Total Payments to the extent legally and
contractually permissible) so that the present value of the total amount
received by Executive that would constitute 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 so that no portion of the payment
or benefits received by Executive would be subject to the excise tax imposed by
Section 4999 of the Code.


 


5.3.4        Section 409A. In the event
that Section 409A applies to any compensation with respect to separation
from service, payment of that compensation shall be delayed if Executive is a “specified
employee,” as defined in Section 409A(a)(2)(B)(i), and such delayed
payment is required under Section 409A. Such delay shall last six months
from the date of separation of service. On the day following the end of such
six-month period, Employer shall


 


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make a catch up payment to Executive equal to the
total amount of such payment that would have been made during the six-month
period but for this provision, with interest calculated at the prime rate as
quoted by Bank at the date of Executive’s separation from service.


 


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


 


5.4.1        if within ten (10) business days
following the Expiration Date, Executive first enters into the Separation and
Consulting Agreement and that agreement is fully effective, the Employer shall
pay Executive his base monthly salary at the rate in effect at the Expiration
Date under Paragraph 3.1 for a period of six (6) months from the date
the Separation and Consulting Agreement is fully effective, with the first
payment to be paid one month after such date, or at the option of the Employer
a lump sum payment of such amount.


 


5.4.2        if within ten (10) business days
following the Expiration Date, Executive does not enter into the Separation and
Consulting Agreement and that agreement is not fully effective, the Employer
has the option to pay Executive his base monthly salary at the rate in effect
at the date of termination under Paragraph 3.1 for a period of six (6) months
from the date of termination, with the first payment to be paid on the one
month anniversary of such date, and if the Employer provides the first such
payment, regardless of whether Executive has executed and entered into the
Separation and Consulting Agreement with the Employer, Executive shall be
deemed bound by such agreement in the form attached hereto in exchange for the
consideration provided in this Paragraph, as if executed and delivered by him
and fully effective, other than with respect to releases of claims and
consideration for those releases;


 


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


 


5.4.4        in lieu of Employer-paid medical benefits,
six (6) monthly payments equal to Employer’s monthly defined contribution
in force at the date of termination including Employer premium support and any
Employer paid HSA contributions if executive is enrolled in a HAS qualifying
high deductible health plan on the date of termination. At his own expense,
Executive shall have the right to elect to continue Employer group health
coverage as permitted under COBRA;


 


5.4.5        continuation of other non-medical
Benefits, if any, then provided under Paragraph 3.7, for a period of six (6) months
from the date of termination; and


 


5.4.6        payment of certain incentive
compensation under the Plan, subject to the terms and conditions of the Plan
that are not contrary to this Paragraph 5.4.6.


 


5.5           Consideration for Payments and Remedies. 
Except as where Executive’s termination is caused by his death, and
without limiting any other remedies available to the Employer, the payments to
be made under Paragraphs 5.2, 5.3 or 5.4 (subject to the exceptions stated
therein) after the date of termination of Executive’s employment shall be
subject to Executive’s execution of the Separation and Consulting Agreement,
and Executive’s continued compliance with the Separation and Consulting
Agreement and the terms of this Agreement that


 


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are effective after
termination of 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 this Paragraph 5, such payments shall be
continued for the benefit of the Beneficiary, as would otherwise be required
under this Paragraph 5.


 


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


 


5.8           Claims Procedure.  The Employer Board shall make all
determinations as to rights to benefits under this Paragraph 5.


 


5.9           Regulatory Restrictions.  The parties understand and agree that at the
time any payment would otherwise be made or benefit provided under this
Paragraph 5, depending on the facts and circumstances existing at such
time, the satisfaction of such obligations by the Employer may be deemed by a
regulatory authority to be illegal, an unsafe and unsound practice, or for some
other reason not properly due or payable by the Employer.  Among other things, the regulations at 12
C.F.R. Part 30, Appendix A promulgated pursuant to Section 39(a) of
the Federal Deposit Insurance Act, and at 12 C.F.R. Part 359, or similar
regulations or regulatory action following similar principles may apply at such
time.  The Employer agrees that to the
extent reasonably feasible, it will in good faith seek to determine the
position of the appropriate regulatory authority in advance of each payment or
benefit otherwise due under this Paragraph 5, including seeking the
approval or acquiescence of the appropriate regulatory authorities, if
required.  The parties understand,
acknowledge and agree that, notwithstanding any other provision of this
Agreement, the Employer shall not be obligated to make any payment or provide
any benefit under this Paragraph 5 where (i) an appropriate
regulatory authority does not approve or acquiesce as required or (ii) the
Employer has been informed either orally or in writing by a representative of
the appropriate regulatory authority that it is the position of such regulatory
authority that making such payment or providing such benefit would constitute
an unsafe and unsound practice, violate a written agreement with the regulatory
authority, violate an applicable rule, law or regulation, or would cause the
representative of the regulatory authority to recommend enforcement action
against the Employer.


 


5.10         Right of Offset. Any and all of
the compensation and Benefits that would otherwise be provided under this
Paragraph 5 are subject to the Employer’s offset for any legal liability
of Executive to the Employer to the extent the Employer Board determines that
such legal liability exists.  In
addition, without limiting the remedies of the Employer otherwise available
under this Agreement or otherwise, all compensation and Benefits that would
otherwise be payable under this Paragraph 5 shall cease as of the date
Executive first violates any of the provisions included in Paragraphs 6.4,
6.5 or 6.6.


 


11

















 


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


 


6.             Additional Covenants.


 


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


 


6.2           Unsecured General Creditor. 
Neither Executive nor any other person or entity shall have any legal
right or equitable rights interests or claims in or to any property or assets
of the Employer under the provisions of this Agreement.  No assets of the Employer shall be held under
any trust for the benefit of Executive or any other person or entity or held in
any way as security for the fulfilling of the obligations of the Employer under
this Agreement.  All of the Employer’s
assets shall be and remain the general, unpledged, unrestricted assets of the
Employer.  The Employer’s obligations
under this Agreement are unfunded and unsecured promises, and to the extent
such promises involve the payment of money, they are promises to pay money in
the future.  Executive and any person or
entity claiming through him shall be unsecured general creditors with respect
to any rights or benefits hereunder.


 


6.3           Dispute Resolution. 
Simultaneously with the execution of this Agreement, the parties have
entered into the Arbitration Agreement attached as Exhibit B, which the
parties agree shall govern the resolution of any and all disputes referenced
therein.


 


6.4           Return of Documents. 
Executive expressly agrees that upon termination of employment he will
return to the Employer all Employer manuals, document, files, reports, studies,
customer lists, business plans, loan and deposit program plans and outlines,
customer solicitation and follow-up techniques and plans, marketing plans,
employee policies, incentive compensation arrangements, instruments, software,
and other materials used and/or developed by Executive during his employment,
whether in paper, computer readable, computer coded, magnetic, compact disk or
other tangible or electronic form.


 


6.5           Confidentiality.


 


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


 


6.5.2        No Disclosure.  Executive shall not disclose or use in any
manner, directly or indirectly, any trade secrets and other proprietary and
confidential information either


 


12

















 


during the Term or at any
time thereafter, except as required in the course of employment with the
Employer.


 


6.5.3        Nonsolicitation of Business.  Without limiting Paragraph 6.5.2, Executive
agrees that for a period of twelve (12) months following the termination of his
employment with the Employer, Executive will not, directly or indirectly,
solicit, attempt to solicit, divert, or attempt to divert any customers of the
Employer or any business the Employer or a subsidiary or affiliate had enjoyed
or solicited from its customers, borrowers, depositors or investors by using
any trade secrets and other proprietary and confidential information.


 


6.6           Business Protection Covenants.


 


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


 


6.6.2        Inducing Employees To Leave The
Employer; Employment of Employees. 
Any attempt on the part of Executive to induce others to leave the
Employer’s employ, or the employ of any of its subsidiaries or affiliates, or
any effort by Executive to interfere with the Employer’s relationship with its
other employees would be harmful and damaging to the Employer.  Executive agrees that during the term of
employment and during any period following the termination of his employment
during which he is receiving compensation or Benefits under
Paragraphs 5.2, 5.3 or 5.4, Executive will not in any way, directly or
indirectly (i) induce or attempt to induce any employee of the Employer or
any of its subsidiaries of affiliates to quit employment with the Employer or
the relevant subsidiary or affiliate; (ii) otherwise interferes with or
disrupt the relationships between the Employer and its subsidiaries and
affiliates and their respective employees; (iii) solicit, entice, or hire
away any employee of the Employer or any of its subsidiaries or affiliates, or (iv) hire
or engage any employee of the Employer or any subsidiary or affiliate or any
former employee of the Employer or any subsidiary or affiliate whose employment
with the Employer or the relevant subsidiary or affiliate ceased after the date
of termination of Executive’s employment with the Employer.


 


6.6.3        Equitable Relief.  Executive acknowledges and agrees that
irreparable injury will result to the Employer in the event of a breach of any
of the provisions of this Paragraph 6 (the “Designated Provisions”)
and that the Employer will have no adequate remedy at law with respect
thereto.  Accordingly, in the event of a
material breach of any Designated Provision, and in addition to any other legal
or equitable remedy the Employer or its


 


13

















 


subsidiaries or
affiliates may have, the Employer and any relevant subsidiary or affiliate
shall be entitled to the entry of a preliminary and permanent injunction
(including, without limitation, specific performance) to restrain the violation
or breach thereof by Executive or any affiliates, agents, or any other persons
acting for or with Executive in any capacity whatsoever, and Executive submits
to the jurisdiction of such court in any such action.  Any such remedy shall be granted pursuant to
the dispute resolution procedures applicable under Paragraph 6.3.


 


6.6.4        Severability.  It is the desire and intent of the parties
that the provisions of this Paragraph 6 shall be enforced to the fullest
extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought. 
Accordingly, if any particular provision of this Paragraph 6 shall
be adjudicated or found to be invalid or unenforceable, such provisions shall
be deemed amended to delete therefrom the portion thus adjudicated or found to
be invalid or unenforceable, such deletion to apply only with respect to the
operation of such provision in the particular jurisdiction in which such adjudication
or finding is made.  In addition, should
any court or arbitrator determine that the provisions of this Paragraph 6
shall be unenforceable with respect to scope, duration, or geographic area,
such court or arbitrator shall be empowered to substitute, to the extent
enforceable, provisions similar hereto or other provisions so as to provide to
the Employer, to the fullest extent permitted by applicable law, the benefits
intended by this Paragraph 6.


 


6.7           Indemnification. 
Due to Executive’s relationship to the Employer as an officer or an
employee, and to the fullest extent permitted by law and in accordance with the
procedures and substantive requirements imposed by law and applicable
regulation (including 12 C.F.R. Part 359, or similar regulations or regulatory
action following similar principles), the Employer shall indemnify Executive on
an after-tax basis in the event he was or is a party or is threatened to be
made a party in any action brought by a third party against Executive (whether
or not the Employer is joined as a party defendant) against expenses,
judgments, fines, settlement, and other amounts actually and reasonably
incurred in connection with said action, provided Executive acted in good faith
and in a manner Executive reasonably believed to be in the best interests of
the Employer, and provided the alleged conduct of Executive arose out of and
was within the course and scope of his employment as an officer or employee of
the Employer.  This Paragraph 6.7
shall not limit any other rights to indemnification that Executive may now or
hereafter have by law or under the articles, bylaws or resolutions of the
Employer or otherwise.  Notwithstanding
anything in this Agreement to the contrary, this Paragraph 6.7 shall
survive the termination of this Agreement.


 


7.             Other Agreements.


 


7.1           Employer Policies and Manuals.  The parties further agree that to the extent
of any inconsistency between this Agreement and any employee manual or policy
of the Employer, that the terms of this Agreement shall supersede the terms of
such employee manual or policy.


 


7.2           Outstanding Stock Options.  The provisions of this Agreement are not and
shall not be interpreted to change the terms of any outstanding stock options
previously granted by the Employer to Executive.  Without limiting the foregoing, the
provisions regarding the grant of options to Executive set forth in Paragraph
4.4 of the Employment Agreement between


 


14

















 


Executive and the Bank dated November 17, 2003 (“2003
Agreement”) are not amended by this Agreement and shall be deemed included in
this Agreement, and the references in that paragraph to other provisions of the
2003 Agreement are hereby incorporated by reference for the limited purpose of
continuing to effectuate the agreement of the parties set forth in Paragraph
4.4 of the 2003 Agreement.  The parties
intend that this Agreement be considered as establishing an “extended term” for
purposes of that provision.


 


8.             General Provisions.


 


8.1           Notices.  Unless otherwise specifically permitted by
this Agreement, all notices or other communications 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 that the facsimile cover sheet contain a notation
of the date and time of transmission, 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 this paragraph or mailed from outside the United States, upon the date
of delivery to the address of the person to receive such notice, or (iv) if
given by facsimile, when sent.  Notices
shall be given at the following addresses:


 


If to Executive:


 


Richard H. Revier


C/O 1st Pacific Bank of California


9333 Genesee, Suite 300


San Diego, CA  92121


Fax:  (858) 875-2020


 


If to the
Employer:


 


A. Vincent Siciliano


Chief Executive Officer


1st Pacific Bank of California


9333 Genesee, Suite 300


San Diego, CA  92121


Fax:  (858) 875-2020


 


With a copy to:


 


Kurt L. Kicklighter, Esq.


Luce, Forward, Hamilton & Scripps LLP


601 West Broadway, Suite 2600


San Diego, CA  92101


Fax: 
619-645-5339


 


15

















 


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


 


8.2           Complete Agreement; Modifications. 
This Agreement and written agreements, if any, entered into concurrently
herewith (i) constitute the parties’ entire agreement, including all
terms, conditions, definitions, warranties, representations, and covenants,
with respect to the subject matter hereof, (ii) merge all prior
discussions and negotiations between or among any or all of them as to the
subject 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 the
subject matter hereof.  This Agreement
may not be amended, altered or modified except by a writing signed by the party
to be bound.  With respect to the
Employer, such amendment, alteration or modification may only be made on behalf
of the Employer by the Chairperson of the Personnel Committee of the Employer
Board, the Chairperson of the Employer Board or another person specifically
designated by the Employer Board.  With
regard to such amendments, alterations, or modifications, facsimile signatures
shall be effective as original signatures. 
Any amendment, alteration, or modification requiring the signature of
more than one party may be signed in counterparts.


 


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


 


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


 


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


 


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


 


8.6.1        The obligations of Executive and the
rights of the Employer under Paragraphs 4.5, 5.9, 5.10, 5.11 and 6.3
through and including 6.6 shall survive the termination of this Agreement,
provided that if Executive and the Employer have entered into the Separation
and Consulting Agreement, the dispute resolution provisions of the Separation
and Consulting Agreement shall apply to and govern any and all disputes related
to this Agreement.


 


8.6.2        The obligations of the Employer to
Executive which by their terms are to continue after termination of employment
under Paragraphs 5 and 6.7 shall survive such termination of employment
and termination of the Agreement.  The
notice provisions of Paragraph 8.1 and this Paragraph 8.6 shall survive
termination of employment and termination of the Agreement.


 


8.6.3        Notwithstanding any provision of this
Agreement to the contrary, this Agreement shall terminate and, therefore, among
other things, none of the provisions


 


16

















 


providing for
compensation or Benefits to Executive shall be of any effect, in the event that
the Employer is placed into a conservatorship or receivership, it loses its
Federal deposit insurance, or its banking charter is revoked.


 


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


 


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


 


8.9           Time of Essence.  Time is of the 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 exclusive benefit of the parties hereto and not for the
benefit of any third party.


 


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


 


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


 


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


 


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


 


8.15         Representation by Counsel.  This Agreement has been negotiated by the
parties with the assistance of their respective counsel and at their own cost
and expense.  For this reason the
principle that an agreement shall be interpreted against the party that drafted
it shall not apply to this Agreement.


 


[The remainder of this page intentionally left
blank.]


 


17

















 


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


 


 


	
   

  	
  /s/Richard H. Revier

  	
   

  
	
   

  	
  Richard H. Revier

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1st PACIFIC BANCORP, a

  
	
   

  	
  California corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. Vincent Siciliano

  	
   

  
	
   

  	
   

  	
  A. Vincent Siciliano, Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  1st PACIFIC BANK OF CALIFORNIA, a

  
	
   

  	
  California state-chartered bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. Vincent Siciliano

  	
   

  
	
   

  	
   

  	
  A. Vincent Siciliano, Chief Executive Officer

  



 

















 


EXHIBIT A


 


SEPARATION
AND CONSULTING AGREEMENT


AND


GENERAL
RELEASE OF CLAIMS


 


This Separation and Consulting Agreement and General
Release of Claims (this “Agreement”) is entered into by and between Richard H.
Revier (“Employee”), and 1st Pacific Bancorp, a California
corporation (“Bancorp”) and 1st Pacific Bank of California, a California
state bank (“Bank”) (collectively, Bancorp and Bank are referred to as the “Employer”)
..


 


RECITALS


 


A.    Employee commenced employment with the
Employer on or about                           .  Employee’s employment with the Employer
terminated on                     ,
        .


 


B.    Employee and the Employer desire to settle
and compromise any and all possible claims against the Employer by Employee
arising out of their relationship to date, including Employee’s employment with
the Employer and the termination of Employee’s employment, and to provide for a
general release of any and all such claims.


 


AGREEMENT


 


1.     Separation Pay/Consideration.  In consideration of the covenants and
releases set forth herein, the Bank agrees to pay Employee the amount payable
to him and the non-monetary consideration (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
Employment Agreement dated                   
    , 2007, by and between the Employer and Employee (the “Employment
Agreement”), less all applicable state and federal deductions (in each case,
the “Payment”), $2,000 of which shall be consideration for Employee’s release
of ADEA claims as set forth in Section 5, below; provided that no such
Payment shall be made until at least eight (8) days have past since
Employee’s execution of this Agreement. 
The check representing the Payment shall be mailed to Employee at
his/her home address at                                                                                    .


 


2.     Consulting Services.  The Employer will retain Employee as a
consultant and Employee will provide consulting services to the Employer, under
the direction of the Chief Executive Officer of the Bank or his delegee, for a
period of six months (the “Consulting Term”), in order to assist in the
maintenance of Bank’s customer, investor and employee relationships, including
without limitation services of the following types: (a) provision of
specific information regarding the service requirements of specific customers
and their business and financial practices; (b) identification of and
introduction to prospective customers of Bank; (c) advice regarding
specific Bank employee relations and issues; (d) assistance in development
of marketing plans; (e) assistance in fostering continued relationships
with customers of Bank to whom Employee provided services or as to which he was
their primary contact at Bank; (f) assisting in litigation or arbitration
matters involving Bancorp or Bank, including appearing for depositions; (g) assisting
in regulatory relations and (h) performance of special projects as yet


 

















 


undetermined. It is
specifically understood that if Executive is not subject to Section 409A
the Consulting Term shall be extended for an additional six months.


 


a.             During the Consulting Term, Employee shall be available
to provide consulting services to Employer upon reasonable notice and at
reasonable times on a quarterly basis not to exceed 40 hours per month.


 


b.             Employee’s consulting obligation to Employer shall not
prevent him from engaging in other employment, consulting and business
relationships, provided these do not breach any of the other provisions of this
Agreement or any other agreement with Employer or prevent him from providing consulting
services hereunder.


 


3.     Covenants.  During the Consulting Term and for the term
of any Section 409A waiting period, Employee re-affirms and agrees that he
shall comply with his obligations and duties under Section 6 of the
Employment Agreement.


 


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


 


a.     In consideration of the payment and other
benefits described in Section 1, which Employee would otherwise not be
entitled to except for signing this Agreement, Employee does hereby
unconditionally, irrevocably and absolutely release and discharge the Employer
and any related holding, parent, sister or subsidiary entities and all of their
respective boards of directors, officers, employees, agents, volunteers, attorneys,
insurers, divisions, successors and assigns from any and all loss, liability,
claims, demands, causes of action or suits of any type, whether in law and/or
in equity, related directly or indirectly, or in any way connected with any
transaction, affairs or occurrences between them to date, including, but not
limited to, Employee’s employment with the Employer and the termination of said
employment.  This Agreement specifically
applies, without limitation, to any and all contract or tort claims, claims for
wrongful termination, wage claims, and claims arising under Title VII of the
Civil Rights Act of 1991, the Americans with Disabilities Act, the Equal Pay
Act, the California Fair Employment and Housing Act, the Fair Labor Standards
Act, the Family and Medical Leave Act, the California Family Rights Act, the
California Labor Code, and any and all federal or state statutes or provisions
governing the employment relationship or discrimination in employment except
the federal statute specifically excluded hereafter.  This release specifically excludes any and
all loss, liability, claims, demands, causes of action or suits of any type
arising under the ADEA.  Employee’s
release of ADEA claims will be addressed separately in Section 5 of this
Agreement.


 


b.     Employee irrevocably and absolutely agrees
that he/she will not prosecute nor allow to be prosecuted on his/her behalf, in
any administrative agency, whether federal or state, or in any court, whether
federal or state, any claim or demand of any type related to the matters
released above, it being the intention of the parties that with the execution
by Employee of this release, the Employer and any related holding, parent,
sister or subsidiary corporations or entities and all of their respective
boards of directors, officers, employees, agents, volunteers, attorneys,
insurers, divisions, successors and assigns will be absolutely, unconditionally
and forever


 

















 


discharged of and from
all obligations to or on behalf of Employee related in any way to the matters
discharged herein.


 


5.     Release of All ADEA Claims.


 


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


 


b.     Employee represents, acknowledges and
agrees that the Employer has advised him/her, in writing, to discuss this
Agreement with an attorney, and to the extent, if any, that Employee has
desired, Employee has done so; that the Employer has given Employee twenty-one
(21) days from receipt of this Agreement to review and consider this Agreement
before signing it, and Employee understands that he may use as much of this
twenty-one (21) day period as he wishes prior to signing; that no promise,
representation, warranty or agreements not contained herein have been made by
or with anyone to cause him to sign this Agreement; that he has read this
Agreement in its entirety, and fully understands and is aware of its meaning,
intent, content and legal effect; and that he is executing this release
voluntarily and 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
revoke the Agreement, and the Agreement shall not become effective or
enforceable until the revocation period has expired.  This Agreement shall become effective eight (8) days
after it has been signed by Employee and the Employer, and in the event the
parties do not sign on the same date, then this Agreement shall become
effective eight (8) days after the date it is signed by Employee.


 


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


 


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


 


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OF OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM


 

















 


MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.


 


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


 


7.     Confidentiality.  Employee agrees that all matters relative to
this Agreement, including the negotiations leading up to this Agreement and its
terms, shall remain confidential. 
Accordingly, Employee hereby agrees that, with the exception of his
spouse, regulatory agencies of the Employer and tax and legal advisors, he will
not discuss, disclose or reveal to any other persons, entities or
organizations, whether within or outside of the Employer, the terms and
conditions of this Agreement.


 


8.     Non-Disparagement.  Employee agrees that he will not disparage
the Employer or any of its directors, employees, agents or volunteers or
otherwise interfere with the Employer’s business, vendor or other
relationships.  Employee agrees not to
make any derogatory or adverse statements, written or verbal, to anyone
regarding the Employer or any of its present or former directors, employees,
agents or volunteers.  The Employer
agrees that it will neither disparage Employee nor make any derogatory or
adverse statements, written or verbal, to anyone regarding Employee.  If an arbitrator determines that the Employer
has breached its obligations under this Section 8, to the extent the
Payment has not been paid in full, the Employer shall be required to make the
Payment in full to Employee within five (5) days following such arbitrator’s
determination.  Nothing in this Section 8
shall prohibit or relate to any statement by any person to any bank regulatory
agency.


 


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


 


10.   Future Employment.  Employee agrees that the Employer will not be
obligated to offer employment to him or to hire him for any reason, regardless
of the circumstances, at any time on or after the date of this Agreement.  Employee agrees that he will not apply for nor
accept any such employment.


 


11.   Trade Secret/Proprietary Information.  Employee hereby reaffirms his obligations
under his Employment Agreement with the Employer to which this Agreement
relates, which shall remain in effect to the extent provided in the Employment
Agreement.  Employee further agrees that
he shall not disclose 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 Employer which has not already been disclosed to the general
public.  Employee agrees that this
provision includes, but is not limited to, the following information:
proprietary information and/or trade secrets; secret formulae; customer lists
and/or names; product and service prices; customer charges; contracts;


 

















 


contract negotiations and
employee relations matters.  Employee
understands and agrees that this list is not all-inclusive.


 


12.   Return of Company Property.  Employee agrees to promptly return all
property or information belonging to the Employer, including all keys,
computers, cellular telephones, and any document or property Employee generated
during his employment at the Employer, and agrees that no such property will be
in his possession or control at the time he receives the consideration
specified in Section 1.  This
includes all property or information that may have come into his possession as
a result of his employment with the Employer. 
Employee further acknowledges that he has not retained any copies of any
such information.


 


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


 


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


 


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


 


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


 


17.   No Admission of Liability.  It is understood that this Agreement is not
an admission of any liability by the Employer


 


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


 


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


 


Employee and the Employer have read the foregoing
Agreement and know its contents and fully understand it.  Employee and the Employer acknowledge that
they have fully discussed this Agreement with their respective attorneys to the
extent desired, or have had the opportunity to do so, and fully understand the
consequences of this Agreement.  No party
is being influenced by any statement made by or on behalf of any of the other
party to this Agreement.  Employee and
the Employer have relied and are relying solely upon his or its own judgment,
belief and knowledge of the nature, extent, effect and consequences relating to
this Agreement and/or upon the advice of their own legal counsel concerning the
consequences of this Agreement.


 

















 


IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the dates shown below.


 


 


	
  Dated:                          

  	
   

  	
   

  
	
   

  	
  [INSERT EMPLOYEE NAME]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1st Pacific Bank of
  California:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:                          

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1st Pacific Bancorp:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:                          

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
								



 

















 


EXHIBIT B


 


EXECUTIVE
ARBITRATION AGREEMENT


 


THIS EXECUTIVE
ARBITRATION AGREEMENT (“Arbitration Agreement”) is made by and between 1st
Pacific Bancorp, a California corporation (“Bancorp”), and 1st
Pacific Bank of California, a California state-chartered bank (“Bank”),
and Richard H. Revier (the “Executive”), effective as of the date that
the Employment Agreement between Bank, Bancorp and Executive executed
contemporaneously herewith (the “Employment Agreement”), becomes
effective.


 


The purpose of this
Arbitration Agreement is to establish final and binding arbitration for
disputes arising out of Executive’s employment, the Employment Agreement or the
termination of Executive’s employment. 
Executive and Bank and Bancorp desire to arbitrate their disputes on the
terms and conditions set forth below, in order to gain the benefits of a
speedy, impartial dispute-resolution procedure. 
Executive and Bank and Bancorp agree to the following:


 


1.             Claims Covered By The
Arbitration Agreement.  Executive,
Bank and Bancorp mutually consent to the resolution by final and binding
arbitration of all claims or controversies (“claims”) that Bank and/or
Bancopr may have against Executive or that Executive may have against Bank,
Bancorp or against either of their officers, directors, partners, employees,
agents, pension or benefit plans, administrators, or fiduciaries, or any
subsidiary or affiliated company or corporation (collectively referred to as
the “Employer”), relating to, resulting from, or in any way arising out
of Executive’s employment relationship with the Employer, the Employment
Agreement and/or the termination of Executive’s employment relationship with the
Employer, to the extent permitted by law. 
The claims covered by this Arbitration Agreement include, but are not
limited to, claims for wages or other compensation due; claims for breach of
any contract or covenant (express or implied); tort claims; claims for
discrimination and harassment (including, but not limited to, race, sex,
religion, national origin, age, marital status or medical condition,
disability, sexual orientation, or any other characteristic protected by
federal, state or local law); claims for benefits (except where an employee
benefit or pension plan specifies that its claims procedure shall culminate in
an arbitration procedure different 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 serving or mailing a written notice to the Board of
Directors of Bancorp at Bancorp’s administrative headquarters, care of the
Corporate Secretary.  The Employer may
initiate arbitration by serving or mailing a written notice to Executive at his
last known address.  The written notice
must specify the claims asserted against the other party.  Notice of any claim sought to be arbitrated
must be served within the limitations period established by applicable federal
or state law.


 


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


 

















 


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


 


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


 


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


 


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


 


7.             Application For Emergency
Injunctive And/Or Other Equitable Relief. 
Claims by the Employer or Executive for emergency injunctive and/or
other equitable relief relating to unfair competition and/or the use and/or
unauthorized disclosure of trade secrets or confidential information shall be
subject to the then current version of the AAA’s Optional Rules for
Emergency Measures of Protection set forth within the AAA’s Commercial Dispute
Resolution Procedures.  The AAA shall
appoint a single emergency arbitrator to handle the claim(s) for emergency
relief.  The emergency arbitrator
selected by the AAA shall be either a retired judge or an individual
experienced in handling matters involving claims for emergency injunctive
and/or other equitable relief relating to unfair competition and the use or
unauthorized disclosure of trade secrets and/or confidential information.


 


8.             Arbitration Decision.  The arbitrator’s decision will be final and
binding.  The arbitrator shall issue a
written arbitration decision revealing the essential findings and conclusions
upon which the decision and/or award is based. 
A party’s right to appeal the decision is limited to grounds provided
under applicable federal or state law.


 


9.             Place Of Arbitration.  The arbitration will be at a mutually
convenient location, which must be within 50 miles of Executive’s last
employment location with the Employer. 
If the parties cannot agree upon a location, then the arbitration will
be held at AAA’s office nearest to Executive’s last employment location with
the Employer.


 


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


 


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


 

















 


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


 


13.           Consideration.  The Employer’s offer to employ Executive, and
the promises by the Employer and Executive to arbitrate differences, rather
than litigate them before courts or other bodies, provide consideration for
each other.


 


14.           Fees and Costs.  Each party may be represented by an attorney
or other representative selected by the party. 
Each party shall be responsible for its own attorneys’ or representative’s
fees.  However, if any party prevails on
a statutory claim which affords the prevailing party’s attorneys’ fees, or if
there is a written agreement providing for fees, the arbitrator may award
reasonable 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 by
Executive, if any, had the dispute(s) arbitrated under this Arbitration
Agreement been litigated in state or federal court; the Employer shall be
responsible for all administrative fees exceeding such amount.


 


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


 


16.           Sole And Entire Agreement.  This Arbitration Agreement expresses the
entire agreement of the parties and there are no other agreements, oral or
written, concerning arbitration, except as provided herein, and except for the
Employment Agreement which incorporates this Arbitration Agreement by
reference.  By itself, this Arbitration
Agreement is not, and shall not be construed to create, any contract of
employment, express or implied.


 


17.           Requirements for Modification or
Revocation.  This Arbitration
Agreement shall survive the termination of Executive’s employment.  It can only be revoked or modified by a
writing signed by the Chairperson of the Personnel Committee of Bancorp’s Board
of Directors, the Chairperson of Bancorp’s Board of Directors or another person
specifically designated by the Board of Directors of Bancorp and Executive,
that specifically states an intent to revoke or modify this Arbitration
Agreement.


 


18.           Waiver of Jury Trial/Exclusive
Remedy.  EXECUTIVE AND THE EMPLOYER WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO
HAVE ANY DISPUTE BETWEEN THEM COVERED BY THE TERMS OF THIS ARBITRATION
AGREEMENT DECIDED BY A COURT OF LAW AND/OR BY A JURY IN A COURT.


 


19.           Voluntary Agreement.  EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE HAS
CAREFULLY READ THIS ARBITRATION AGREEMENT, UNDERSTANDS ITS TERMS, AND AGREES
THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE EMPLOYER AND EXECUTIVE
RELATING TO THE SUBJECTS COVERED IN THE ARBITRATION AGREEMENT ARE CONTAINED IN
IT.  EXECUTIVE


 

















 


HAS VOLUNTARILY ENTERED
INTO THE ARBITRATION AGREEMENT WITHOUT RELIANCE ON ANY PROVISIONS OR
REPRESENTATIONS BY THE EMPLOYER, OTHER THAN THOSE CONTAINED IN THIS ARBITRATION
AGREEMENT OR EMPLOYMENT AGREEMENT INTO WHICH IT IS INCORPORATED BY REFERENCE.


 


EXECUTIVE FURTHER ACKNOWLEDGES THAT EXECUTIVE HAS BEEN
GIVEN THE OPPORTUNITY TO DISCUSS THIS ARBITRATION AGREEMENT AND THE EMPLOYMENT
AGREEMENT WITH EXECUTIVE’S PRIVATE LEGAL COUNSEL AND EXECUTIVE HAS UTILIZED
THAT OPPORTUNITY TO THE EXTENT DESIRED.


 


 


	
  Dated:                          

  	
   

  	
   

  
	
   

  	
  Richard H. Revier, Executive

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1st PACIFIC BANK OF CALIFORNIA,

  
	
   

  	
  a California state-chartered bank

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:                          

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  A. Vincent Siciliano, Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  1st PACIFIC BANCORP,

  
	
   

  	
  a California corporation

  
	
   

  	
   

  
	
  Dated:                          

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  A. Vincent Siciliano, Chief Executive Officer

  



 
















 


EXHIBIT C


 


NON-QUALIFIED STOCK OPTION AGREEMENT


 


1ST PACIFIC BANCORP 2007 OMNIBUS STOCK
INCENTIVE PLAN


 


Non-Qualified Stock Option Agreement


 


THIS Non-Qualified Stock Option Agreement (“Award
Agreement”) is made this 21st day of December, 2007, between 1st
Pacific Bancorp (the “Company”) and Richard H. Revier (“Participant”) pursuant
and subject to the provisions of the 1st Pacific Bancorp 2007
Omnibus Stock Incentive Plan (the “Plan”). 
Unless otherwise defined herein, all terms used in this Award Agreement
that are defined in the Plan shall have the meaning as defined in the Plan.


 


1.                                       Award of Non-Qualified Stock Option. 
Pursuant to the provisions of the Plan, the Company will and hereby does
award to the Participant a Non-Qualified Stock Option to purchase up to Twenty
Thousand (20,000) shares of Common Stock (“Shares”).  Subject to the other terms of this Award
Agreement and the provisions of the Plan that accelerate or terminate vesting
or result in early termination in certain circumstances, this Non-Qualified
Stock Option shall be exercisable only with respect to vested shares, on or
after the applicable Vesting Date, under the following terms:


 


(a)                                  Vesting Schedule: 
Vesting is subject to a performance-based graded vesting schedule that
annually measures ROAE of 1st Pacific Bank of California (the “Bank”)
for the Performance Period against ROAE of the Comparative Group for that same
Performance Period.  Each “Performance
Period” shall be the calendar year.  The
first Performance Period under this Agreement shall run from January 1,
2008 to December 31, 2008.  A
maximum of 4,000 shares can become vested for any single Performance
Period.  Vesting shall be based on the
Bank’s ROAE during each Performance Period relative to the Comparative Group
for that same Performance Period, as shown on the following table:


 


	
  Bank
  ROAE Relative to Comparative Group

  (Performance Standard)

  	
   

  	
  Vesting Amount

  
	
   

  	
   

  	
   

  
	
  2008 Performance
  Period: Bank ROAE must be equal to or greater than the ROAE at the top of the
  lower 33rd percentile of members of the Comparative Group

  	
   

  	
  4,000
  Shares

  
	
   

  	
   

  	
   

  
	
  2009 Performance
  Period: Bank ROAE must be equal to or greater than the ROAE at the top of the
  50th percentile of members of the Comparative Group

  	
   

  	
  4,000
  Shares

  
	
   

  	
   

  	
   

  
	
  2010 Performance
  Period: Bank ROAE must be equal to or greater than the ROAE at the top of the
  50th percentile of members of the Comparative Group

  	
   

  	
  4,000
  Shares

  
	
   

  	
   

  	
   

  
	
  2011 Performance
  Period: Bank ROAE must be equal to or greater than the ROAE at the top of the
  50th percentile of members of the Comparative Group

  	
   

  	
  4,000
  Shares

  



 


1

















 


	
  2012 Performance
  Period: Bank ROAE must be equal to or greater than the ROAE at the top of the
  50th percentile of members of the Comparative Group

  	
   

  	
  4,000
  Shares

  
	
   

  	
   

  	
   

  
	
  Each Performance
  Period after 2012: Bank ROAE must be equal to or greater than the ROAE at the
  top of the 50th percentile of members of the Comparative Group

  	
   

  	
  100% of
  available Roll Forward Shares, if any, provided that a maximum of 4,000
  Shares may vest for any given Performance Period)

  



 


Vesting can occur for a given Performance Period only
if the Participant is still employed by the Company (or a subsidiary thereof)
on the last day of that Performance Period.


 


The Company may, in its
discretion, lower the performance standards for any given Performance
Period.  The Company shall lower the
performance standards for any given Performance Period to match the actual and
ultimate performance goals applicable under the 1st  Pacific
Bank of California Incentive Compensation Plan for Senior Management.


 


(b)                                 Roll Forward Shares: 
Any unvested shares that do not become vested for a Performance Period
shall be rolled forward for possible vesting in a subsequent Performance
Period.  For example, if the performance standards
are not met for the first two Performance Periods (2008 and 2009), then there
will still be 20,000 unvested shares available for vesting after 2009.  Continuing this example, if the performance
standards are met for 2010, then 4,000 of the 20,000 unvested shares will vest
for that 2010 Performance Period, and the remaining 16,000 shares will roll
forward for possible vesting in subsequent Performance Periods.  All unvested shares will continue to roll
forward to subsequent Performance Periods during the term of this Award
Agreement.  A maximum of 4,000 shares can
become vested for any single Performance Period.


 


(c)                                  Vesting Date: 
The Committee shall make the determination of whether the above vesting
Schedule is satisfied for a given Performance Period using the information
applicable to the Performance Period for the Bank and the Comparative
Group.  Such determination shall occur as
soon as administratively possible following such Performance Period, and in no
event later than two weeks after such data is available by the FFIEC following
the Performance Period for which ROAE would be measured.  Notwithstanding anything in this Agreement to
the contrary, if ROAE of one or more members of a Comparative Group cannot be
calculated as of the end of a Performance Period because such information is
not available or for any other reason, then ROAE of such member of the
Comparative Group shall be calculated and construed in a manner that is most
favorable to the Participant.


 


(d)                                   ROAE Defined:  For purposes of this Agreement, and as
applied to the Bank and each member of the Comparative Group, ROAE for the
Performance shall be as set forth in the FFIEC data base.


 


2

















 


(e)                                  Comparative Group Defined: 
Until Such time as changed with the consent of the Participant, the
Comparative Group for purposes of this Agreement shall consist of the
following:


 


	
  1.

  	
  1st Centennial Bank

  	
  Redlands, California

  
	
  2.

  	
  American Business Bank

  	
  Los Angeles, California

  
	
  3.

  	
  American River Bank

  	
  Sacramento, California

  
	
  4.

  	
  Bank of Alameda

  	
  Alameda, California

  
	
  5.

  	
  Bridge Bank, N.A.

  	
  San Jose, California

  
	
  6.

  	
  Butte Community Bank

  	
  Chico, California

  
	
  7.

  	
  Desert Hills Bank

  	
  Phoenix, Arizona

  
	
  8.

  	
  First Commerce Bank

  	
  Encino, California

  
	
  9.

  	
  First National Bank of Northern California

  	
  Daly City, California

  
	
  10.

  	
  Heritage Oaks Bank

  	
  Paso Robles, California

  
	
  11.

  	
  National Bank of California

  	
  Los Angeles, California

  
	
  12.

  	
  Nevada Security Bank

  	
  Reno, Nevada

  
	
  13.

  	
  Pacific State Bank

  	
  Stockton, California

  
	
  14.

  	
  Premier Commercial Bank

  	
  Anaheim, California

  
	
  15.

  	
  Premier Valley Bank

  	
  Fresno, California

  
	
  16.

  	
  Regents Bank, N.A.

  	
  La Jolla, California

  
	
  17.

  	
  Valley Business Bank

  	
  Visalia, California

  
				



 


Notwithstanding the
foregoing, the Company reserves the right to adjust the Plan’s Comparative
Group from time to time.  If the
Participant and the Company do not agree on the Company’s proposed adjustments,
then the Participant shall have the right to present his position to the full
board of directors.  In that event,
implementing the adjustments proposed by the Company shall require a two-thirds
majority of those directors present and eligible to vote.


 


2.                                       Exercise Price. 
The exercise price of this Award is Ten Dollars and Twenty-Five Cents
($10.25) per Share, which is not less than the Fair Market Value of Common
Stock on the date of grant of this Award. 
The exercise price per Share shall be paid upon exercise of all or any
part of each installment which has become exercisable by the Participant.  Payment of the exercise price shall be made by
cash at the time of exercise.


 


3.                                       Minimum Exercise. 
The minimum number of Shares with respect to which this Award may be
exercised at any one time is the lesser of 500 or the number of Shares as to
which this Award is exercisable at the date of exercise.


 


4.                                       Taxation.  The
Participant acknowledges that federal and state income and payroll tax may
apply upon exercise of this Award.  The
Participant hereby agrees that if withholding is required, the Company shall
withhold applicable taxes on such amount from other income or assets payable to
the Participant as required to satisfy all withholding requirements.  If withholding pursuant to the foregoing
sentence is insufficient (in the sole judgment of the Company) to satisfy the
full withholding obligation, the Participant agrees that he or she will pay
over to the Company the amount of cash necessary to satisfy such remaining
withholding 


 


3

















 


obligation on the date this Award is exercised or at a
time thereafter specified in writing by the Company.


 


5.                                       Assurances Upon Exercise. 
The Participant hereby makes the following representations, and the
Company may require any person to whom this Award is transferred under Section 9
of this Award Agreement to make the following representations, as a condition
of exercising this Award: (i) that he or she has the requisite knowledge
and experience in financial and business matters and/or he or she will employ a
purchaser representative reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising this Award; and (ii) that
he or she is acquiring Shares subject to this Award for such person’s own
account and not with any present intention of selling or otherwise distributing
the Shares.  The foregoing requirements
and assurances given pursuant to such requirements, shall be inoperative if: (i) the
issuance of the Shares upon the exercise of this Award has been registered
under a then currently effective registration statement under the Securities
Act of 1933, as amended; or (ii) as to any particular requirement, a
determination is made by counsel for the Company that such requirement need not
be met in the circumstances under the then applicable securities laws.  The Company may, upon advice of counsel to
the Company, place legends on stock certificates issued upon exercise of this
Award as such counsel deems necessary or appropriate in order to comply with
Applicable Laws, including, but not limited to, legends restricting the
transfer of the stock.


 


6.                                       Term.  The term of
this Award Agreement commences on the date hereof and, unless sooner terminated
as set forth in the Plan, terminates ten (10) years from the date it was
granted.  Notwithstanding the provisions
of Section 6.4(b) of the Plan, if the Participant’s employment with
the Company is terminated as described in Section 4.1.5 of the Participant’s
Employment Agreement dated December 21, 2007 (the “Employment Agreement”),
then this Option shall remain exercisable for the remainder of the otherwise
applicable term of the Award Agreement, notwithstanding such termination,
provided that the Participant complies with the Business Protection Covenants
of Section 6.6 of the Employment Agreement.  If the Participant fails to comply with the
Business Protection Covenants of Section 6.6 of the Employment Agreement,
then the Options under this Award Agreement shall be automatically terminated.


 


7.                                       Participant Acknowledgments. By executing this Award Agreement, the
Participant acknowledges and agrees as follows:


 


(a)                                  The Participant and his or her
transferees have no rights as a shareholder with respect to any Shares covered
by this Award Agreement until the date of the issuance of a stock certificate
for such Shares.


 


(b)                                 The Company is not providing the
Participant with advice, warranties or representations regarding any of the
legal or tax effects to the Participant with respect to this Award Agreement or
the Fair Market Value of the Common Stock.


 


8.                                       Notice of Exercise. 
This Award may be exercised, to the extent specified above, by
delivering written notice of exercise together with the exercise price to the
Secretary of the Company, or to such other person as the Company may designate,
during regular business hours, 


 


4

















 


together with such additional documents as the Company
may then require pursuant to the Plan. 
The notice must specify the number of Shares to be purchased upon
exercise and a date within fifteen (15) days after receipt of the notice by the
Company on which the purchase is to be completed.


 


9.                                       Transferability. 
Other than pursuant to a domestic relations order (within the meaning of
Rule 16a-12 promulgated under the Exchange Act) and unless determined
otherwise by the Administrator, this Award may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or
by the laws of descent or distribution, and may be exercised, during the
lifetime of the Participant, only by the Participant.


 


10.                                 Securities Registration.  THE SECURITIES BEING OFFERED HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ARE QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, OR SUCH
OFFER, SALE OR TRANSFER IS EXEMPT THEREFROM.


 


11.                                 Successors and Assigns. 
Except as otherwise expressly provided herein, this Award Agreement
shall be binding upon and inure to the benefit of the parties hereto, and their
respective representatives, successors and assigns.  The Participant may not assign any of his or
her rights or delegate any of his or her duties hereunder, without the written
consent of the Company, which may be withheld in its sole and absolute
discretion, and any such attempted assignment or delegation without such
consent shall be void.


 


12.                                 Notices.  All notices,
requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given to the Company when received by the
Secretary of the Company, and to the Participant on the second business day
following the date mailed by United States Mail, postage prepaid, at the
following addresses, or at such other address as shall be given in writing by
either party to the other:


 


	
   

  	
  Company:

  	
  A. Vincent
  Siciliano

  
	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
  1st Pacific Bank
  of California

  
	
   

  	
   

  	
  9333 Genesee,
  Suite 300

  
	
   

  	
   

  	
  San Diego, CA
  92121

  
	
   

  	
   

  	
  Fax: (858)
  875-2020

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant:

  	
  Richard H.
  Revier

  
	
   

  	
   

  	
  C/O 1st Pacific
  Bank of California

  
	
   

  	
   

  	
  9333 Genesee,
  Suite 300

  
	
   

  	
   

  	
  San Diego, CA
  92121

  
	
   

  	
   

  	
  Fax: (858)
  875-2020

  



 


13.                                 Choice of Law and Venue. 
This Award Agreement and all questions relating to its validity,
interpretation, performance and enforcement shall be governed by and construed
in 


 


5

















 


accordance with the laws of the State of California,
without giving effect to the conflict of laws provisions thereof.  Any legal proceeding arising out of this
Award Agreement shall be brought only in a state or federal court of competent
jurisdiction located in San Diego, California.


 


14.                                 Amendment.  This Award
Agreement may be amended or modified only by the written agreement of all
parties hereto.


 


15.                                 Entire Agreement. 
The Plan and this Award Agreement and the other documents delivered
hereunder constitute the full and entire understanding and agreement between
the parties with regard to the subject matter hereof, and supersede all prior
agreements, understanding, inducements or conditions, express or implied, oral
or written, relating to the subject matter hereof, except as herein
contained.  The express terms of the Plan
and this Award Agreement control and supersede any course of performance and/or
usage of trade inconsistent with any of the terms hereof.


 


16.                                 Attorney Fees. 
If any legal action is necessary to enforce the terms of this Award
Agreement, the prevailing party shall be entitled to recover, in addition to
other amounts to which the prevailing party may be entitled, actual attorneys’
fees and costs.


 


17.                                 Severability. 
The provisions of this Award Agreement are severable.  In the event that one or more of the
provisions contained in the Plan or this Award Agreement or in any other
agreement referred to herein shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity or unenforceability
shall not effect the remaining provisions of the Plan or the Award
Agreement.  Further a court of competent
jurisdiction shall have the authority to rewrite, interpret or construe the
terms of the Plan and Award Agreement so as to render them enforceable to the
maximum extent allowed by law, consistent with the intent of the parties as
evidenced hereby.


 


18.                                 Counterparts. 
This Award Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original as against any party whose signature
appears thereon, and all of which shall together constitute one and the same
instrument.


 


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blank.]


 


6

















 


IN WITNESS WHEREOF, 1st
Pacific Bancorp has caused this Award Agreement to be signed by the
Administrator, and the Participant has affixed his or her signature hereto.


 


1st
Pacific Bancorp:


 


 


	
   

  
	
  A. Vincent
  Siciliano, Chief Executive Officer

  



 


ACCEPTANCE AND ACKNOWLEDGMENT


 


I, a resident of the State of California, accept the
Non-Qualified Stock Option Award described in this Award Agreement and in the
Plan, and acknowledge receipt of a copy of the Plan and this Award
Agreement.  I further acknowledge that I
have read the Plan and Award Agreement carefully, I fully understand their
contents, and I agree to be bound by the same.


 


 


	
   

  	
   

  
	
  Dated:                              

  	
  Richard H.
  Revier