Exhibit
10.3


 


FIRST AMENDMENT TO SHAREHOLDER
AGREEMENT


 


This
First Amendment to Shareholder Agreement (“Amendment”)
is dated as of July 16, 2009, by and between 1st Pacific Bancorp, a
California corporation (“1st Pacific Bancorp”)
and 1st Pacific Bank of California, a California state-chartered bank and the
wholly-owned subsidiary of 1st Pacific Bancorp (“1st
Pacific Bank,” and together with 1st Pacific Bancorp, “1st Pacific”) on the one hand, and
Ernest Auerbach, an individual (“Ernest”),
and Lisa D. Auerbach, an individual  (“Lisa”), on the other hand, with
reference to the following facts:


 


RECITALS


 


A.           As a condition to 1st Pacific’s willingness to enter into
that certain Agreement and Plan of Merger dated as of July 16, 2009 (the “Reorganization Agreement”) with
First Business Bank, National Association, a national banking association (“First Business Bank”), and FB
Bancorp, a California corporation (“FB Bancorp”),
1st Pacific and Ernest entered into a Shareholders Agreement dated July 16,
2009 (the “Agreement”).


 


B.            Lisa and Ernest, as husband and wife, own shares in First
Business Bank and FB Bancorp as community property with right of survivorship,
and Lisa was inadvertently not included as a party to the Agreement.


 


C.            Lisa and Ernest, together, are the largest shareholder in
each of First Business Bank and FB Bancorp and will benefit significantly from
the Reorganization Agreement and the transactions contemplated thereby.


 


D.           The parties hereto now wish to amend the Agreement as set
forth herein to properly reflect that Lisa should also be a party to the
Agreement and bound by the provisions of the Agreement as the “Shareholder”
thereunder.


 


E.            Terms with initial capital letters used, but not
otherwise defined herein shall have the same meanings as in the Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises,
covenants and conditions contained herein, the parties agree as follows:


 


1.             Modification
of the Agreement.  All references to
the term “Shareholder” as used in the Agreement shall hereafter be deemed to
refer to both Ernest and Lisa.


 


2.             Agreement
to be Bound.  Effective as of the
date written below, Lisa hereby agrees to become a party to the Agreement, and
shall be fully bound by, and subject to, all of the covenants, terms and
conditions of the Agreement applicable to the Shareholder thereunder as though
an original party thereto and shall be deemed a Shareholder for all purposes
thereof.


 


3.             Other
Provisions Unmodified.  Except as
expressly modified hereby, the rights, obligations and terms of the Agreement
shall remain unmodified and in full force and effect.  In 


 


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the event of a conflict
between the Amendment and the Agreement, the Amendment shall be controlling.


 


4.             Counterparts.  This Amendment may be executed in several
counterparts, and all so executed shall constitute an agreement, binding on all
the parties hereto, notwithstanding that all of the parties are not signatory
to the original or the same counterpart.


 


IN WITNESS WHEREOF, each of the parties has executed
this Amendment on the day and year first written above.


 


 


	
  ERNEST

  	
   

  	
  1ST PACIFIC BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ronald J. Carlson

  
	
   

  	
   

  	
  Name:

  	
  Ronald J. Carlson

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
  /s/Ernest Auerbach

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
  1ST PACIFIC BANK OF CALIFORNIA

  
	
  Ernest Auerbach

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Ronald J. Carlson

  
	
   

  	
   

  	
  Name:

  	
  Ronald J. Carlson

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LISA

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Lisa D. Auerbach

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Lisa D. Auerbach

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  



 


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