Exhibit
10.5


 


SEPARATION AGREEMENT AND GENERAL RELEASE


 


This Separation Agreement
and General Release (“Agreement”) is entered into by and between First Foundation Bank, a California banking corporation
(the “Employer”), on the one hand, and Lindsay Lawrence (the “Employee”), on the other hand, with
reference to the following facts:


 


RECITALS


 


WHEREAS, the Employer and
the Employee are parties to that certain Employment Agreement dated as of June 1, 2015, as amended by that certain First Amendment
to Employment Agreement dated as of February 7, 2018 and that certain Second Amendment to Employment Agreement dated as of March 11,
2020 (as amended, the “Employment Agreement”); and


 


WHEREAS, the
Employee’s employment with the Employer will terminate effective as of December 2, 2022 (the “Separation Date”)
pursuant to the Employee’s voluntary resignation, and such termination shall constitute a “separation from service”
within the meaning of Section 409A of the Internal Revenue Code of 1986 as amended.


 


NOW, THEREFORE, in consideration
of the promises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby mutually acknowledged, the parties hereby agree as follows:


 


AGREEMENT


 


1.            Termination
of Employment and Other Positions. The Separation Date shall be the Employee’s last date of employment in all positions the
Employee holds with the Employer and each of the Employer’s affiliates. Effective as of the Separation Date, the Employee resigns
as a member of the board of directors of each of Employer’s affiliates.


 


2.            Consideration.
In consideration of the promises and releases made herein, if the Employee timely signs, returns
and does not revoke this Agreement, and any period of revocation expires, all occurring within thirty (30) days after the Separation
Date, the parties agree that the Employer shall (a) pay the Employee Four Hundred Twenty Thousand Dollars ($420,000), less applicable
withholdings under federal, state and local laws (“Severance”), payable in a single lump sum within thirty (30) days
after the Effective Date of this Agreement, and (b) upon the Employee’s timely election to continue her healthcare benefits
pursuant to COBRA, and consistent with the terms of COBRA, the Employer will pay the COBRA premiums to continue the Employee’s
existing medical insurance coverage for the period ending on the earlier of the expiration of the six (6) month period following
the Separation Date or the date the Employee becomes covered by another group health plan or otherwise becomes ineligible for COBRA.
The Severance will be provided to the Employee by direct deposit into the Employee’s bank account on file with the Employer.


 


3.            Good
and Valuable Consideration. The parties expressly agree that the consideration set forth in this Agreement constitutes good and valuable
consideration in addition to anything to which the Employee is already entitled, and the Employer has no independent legal duty to provide
the Employee with the consideration set forth in this Agreement, absent the terms of the Agreement itself. The Employee understands and
agrees that the Employee will not receive the consideration specified herein, except for the Employee’s execution of this Agreement
and the fulfillment of the promises contained herein.


 






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4.            Good
Faith Dispute. The parties agree that there is a good faith dispute between the parties as to whether the Employee is owed any payments,
including but not limited to wages, commissions, bonuses, PTO, vacation, sick leave, holidays, reimbursements, benefits, and/or penalties,
and the Employee is willing to compromise and resolve all such claims by accepting the consideration under the terms of this Agreement.


 


5.            General
Release. In consideration of the Severance and other promises made herein, the Employee, on behalf of herself, her heirs, successors,
executors, attorneys, administrators, agents and assigns (collectively, the “Releasing Parties”) voluntarily and of
the Employee’s own free will, hereby releases, forever discharges and holds harmless, the Employer, and all of its past, present
and future subsidiaries, affiliates and parent companies, and each of their respective past, present and future officers, members, directors,
trustees, insurers, employees, agents, consultants, benefit plans, fiduciaries, administrators, owners, boards, trustees, shareholders,
partners, parents, subsidiaries, affiliates, related entities, representatives, and attorneys, and each of their predecessors, successors
and assigns (collectively, the “Released Parties”) from any and all claims, rights, causes of action, demands, liabilities,
debts, actions, charges, complaints, obligations, costs, expenses, attorneys’ fees, damages, injuries, losses, penalties, agreements,
interest, promises, judgments, accounts, and other legal responsibilities arising in law, equity or otherwise, of any and every kind,
nature and character whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, which any of the Releasing
Parties now own or hold, or have at any time heretofore owned or held, or may at any time own or hold by reason of any matter arising
from any act, event or omission which has occurred up through the date the Employee executes this Agreement. Without limiting the generality
of the foregoing, this general release includes, but is not limited to, claims arising out of,
connected with, or relating to:


 


		·	The
                                            Employee’s employment and/or the end of employment with any of the Released Parties;
		·	Any
                                            act or omission by or on the part of any of the Released Parties;
		·	Any
                                            claims for personal injury, breach of any implied or express contract or covenant, or promissory
                                            estoppel;
		·	Any
                                            claims for failure to pay wages, benefits, vacation pay, severance pay, attorneys’
                                            fees, or any compensation of any sort;
		·	Any
                                            claims for failure to grant equity or allow equity to vest;
		·	Any
                                            claims for wrongful termination, public policy violations, defamation, interference with
                                            contract or prospective economic advantage, invasion of privacy, fraud, misrepresentation,
                                            emotional distress, breach of fiduciary duty, breach of the duty of loyalty or other common
                                            law or tort causes of action;
		·	Any
                                            claims of harassment, retaliation or discrimination based upon race, color, sex, national
                                            origin, ancestry, age, disability, handicap, medical condition, religion, marital status,
                                            or any other protected class or status under federal, state, or local law;
		·	Any
                                            claims arising under or relating to employment or employment contracts, including but not
                                            limited to, the Employment Agreement and the Amended and Restated Change in Control Severance
                                            Compensation Agreement dated as of August 6, 2020;



 






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		·	Any
                                            claims for unlawful effort to prevent employment, or unfair or unlawful business practices,
                                            including without limitation all claims arising under Section 806 of the employee protection
                                            provisions of the Sarbanes-Oxley Act of 2002;
		·	The
                                            Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010;
		·	Title
                                            VII of the Civil Rights Act of 1964;
		·	The
                                            Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871;
		·	The
                                            Americans With Disabilities Act of 1990;
		·	The
                                            Age Discrimination in Employment Act and the Older Workers Benefits Protection Act;
		·	The
                                            Family Medical Leave Act;
		·	The
                                            California Business and Professions Code;
		·	The
                                            California Labor Code, including without limitation section 1102.5 of the Labor Code;
		·	IWC
                                            Wage Orders;
		·	California
                                            Equal Pay Law;
		·	The
                                            Fair labor Standards Act;
		·	The
                                            Workers Adjustment and Retraining Notification Act;
		·	The
                                            California Fair Employment and Housing Act;
		·	The
                                            Occupational Safety and Health Act or any other health/safety laws, statutes or regulations;
		·	The
                                            Employee Retirement Income Security Act of 1974;
		·	The
                                            Internal Revenue Code;
		·	The
                                            California Family Rights Act;
		·	Any
                                            amendments to or regulations promulgated under the above listed statutes and including the
                                            similar laws of any other states, any state human rights act, or any other applicable federal,
                                            state or local employment statute, law or ordinance.



 


Notwithstanding the foregoing,
none of the waivers and releases anywhere in this Agreement shall waive, release, or limit in any way: (a) the Employee’s
rights and claims not subject to waiver by private agreement; (b) the Employee’s claim for unemployment insurance; (c) the
Employee’s rights and claims that cannot be waived as a matter of law; (d) any right of the Employee to indemnification for
service to the Employer in an officer or director capacity, including her rights under any Directors and Officers Insurance policy obtained
by the Employer; or (e) the parties’ rights to enforce this Agreement.


 


To
the maximum extent permitted by law, the Employee agrees not to initiate, file, cause to be filed, or otherwise pursue any claims, either
as an individual on her own behalf or as a representative, member or shareholder in a class, collective or derivative action. The Employee
acknowledges that this Agreement does not prohibit the Employee from challenging the validity of the waiver of her claims under the ADEA
as contained in Section 6 of this Agreement (but no other portion of such waiver) or from filing a charge with or participating
in an investigation by a governmental administrative agency or reporting alleged violations of law to an appropriate government agency;
provided, however, that, except with respect to the Securities and Exchange Commission, the Employee hereby waives any right to receive
any monetary award resulting from such a charge or investigation and provided further that the Employee agrees not to encourage any person,
including any current or former employee of the Employer, to file any kind of claim whatsoever against any of the Released Parties.


 






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6.            Older
Worker’s Benefit Protections Act. This Agreement constitutes a knowing and voluntary waiver of any and all rights or claims
the Employee has or may have under the federal Age Discrimination in Employment Act, as amended by the Older Workers’ Benefit Protection
Act of 1990, 29 U.S.C. §§ 621, et seq. This Section and this Agreement are written in a manner calculated to be understood
by the Employee. The Employee is advised in writing to consult with an attorney before signing this Agreement. The Employee has up to
21 days in which to consider signing this Agreement. If the Employee decides not to use all 21 days, the Employee knowingly and voluntarily,
and without inducement by the Employer, waives any claims that the Employee was not given the 21-day period or did not use the entire
21 days to consider this Agreement. The Employer has not made any representations or threats to withdraw or alter the terms of this Agreement
prior to the expiration of the 21 day period, or offered to provide different terms to the Employee if the Employee signs this Agreement
prior to the expiration of the 21-day period. The Employee may revoke this Agreement at any time within the 7-day period following the
date the Employee signs this Agreement by providing written notice of revocation to be delivered by overnight courier to the Employer
at the following address:


 


First Foundation Bank


18101 Von Karman Avenue, Suite 750

Irvine, CA 92612

Attention: Chief Executive Officer


 


If the Employee does not revoke this Agreement
within the 7-day revocation period, this Agreement will become effective on the 8th day after the Employee signs and dates this Agreement,
initials each page of it, and returns an original executed Agreement to the Employer (the “Effective Date”).


 


7.            Waiver
of Civil Code Section 1542. The Employee understands that the foregoing releases shall be effective as a full and final accord
and satisfaction and general release of all claims, whether known or unknown, against the Employer and the other Released Parties. The
Employee acknowledges that the Employee has been advised of and fully waives, Section 1542 of the Civil Code of the State of California
which provides as follows:


 


“A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE
AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”


 


The Employee is aware that
the Employee may hereafter discover claims or facts in addition to or different from those the Employee now knows or believes to exist
with respect to the subject matter of this Agreement which if the Employee had known, may have affected the Employee’s decision
to sign this Agreement; however, the Employee hereby settles and releases all of the claims which the Employee has or may have against
the Employer and the other Released Parties including arising out of such additional or different facts.


 






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8.            No
Transferred Claims. The Employee represents and warrants to the Employer that she has not heretofore assigned or transferred to any
person not a party to this Agreement any released matter or any part or portion thereof.


 


9.            Final
Pay. In accordance with California law, the Employee has received or will receive her final paycheck, any accrued but unused paid
time off and any unreimbursed business expenses and allowances, through the Separation Date irrespective of whether she signs this Agreement.
The Employee acknowledges that all of the Employer’s obligations to the Employee as a result of the Employee’s employment
with the Employer, including under the Employment Agreement and any change of control plan or agreement, have been fully satisfied, and
that no additional wages, bonuses, equity, stock options, incentives, commissions, severance, change of control payments, paid time off,
benefits, or compensation of any nature is due to the Employee except as set forth in Section 2 of this Agreement if the
Employee timely signs, returns and does not revoke this Agreement.


 


10.            Return
of Property. On or before the Separation Date, the Employee agrees to return to the Employer all property of the Employer including,
all business materials, customer files, documents, electronically-stored information, keys, credit cards, identification badges, equipment
including automobiles, software, computers and computer devices (laptops, PDAs, phones, etc.) which the Employee used, accessed
or possessed during the Employee’s employment.


 


11.            Work
Injuries/Leaves. The Employee affirms that she has no known workplace injuries or occupational diseases not previously disclosed
to the Employer which would be compensable under the California Workers’ Compensation system, and that the Employee has been provided
and/or has not been denied or retaliated against for requesting any leave under the Family and Medical Leave Act or the California Family
Rights Act.


 


12.            No
Admission. The parties agree that this Agreement is not to be construed or used as, and is not evidence of an admission by the Employer
or any of the Released Parties of any violation of any federal, state or local statute, ordinance or regulation or any duty allegedly
owed by the Employer or any of the other Released Parties to the Employee.


 


13.            Continuing
Obligations. The parties understand and agree that nothing in this Agreement shall affect, mitigate, release or supersede the Employee’s
continuing confidentiality and business protection covenants under the Employment Agreement. Notwithstanding anything to the contrary
in the Employment Agreement or this Agreement, nothing in Section 8 of the Employment Agreement or this Agreement is intended to
prohibit or prohibits the Employee from reporting alleged violations of law to an appropriate government agency. In addition, the Employee
is hereby notified that 18 U.S.C. § 1833(b) states as follows:


 


“An individual shall
not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is
made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney;
and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal.”


 






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Accordingly, notwithstanding
anything to the contrary in the Employment Agreement or this Agreement, the Employee understands that she has the right to disclose in
confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating
a suspected violation of law The Employee understands that she also has the right to disclose trade secrets in a document filed in a
lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. The Employee understands
and acknowledges that nothing in the Employment Agreement or this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or
create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).


 


14.            Non-Disparagement.
The Employee agrees that she will not make or publish any statement (orally or in writing) that becomes or reasonably could be expected
to become publicly known, or instigate, assist or participate in the making or publication of any such statement, which would libel,
slander or disparage (whether or not such disparagement legally constitutes libel or slander) the Employer or any affiliate of the Employer
(including, without limitation, First Foundation Inc. and First Foundation Advisors) or any other entity or person within the Employer
or such affiliates, any of their respective affairs or operations, or the reputations of any of their respective past or present officers,
directors, agents, representatives or employees. Nothing in this Agreement prevents the Employee from discussing or disclosing information
about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Employee has reason to believe
is unlawful. No member of the Employer’s Board of Directors will make or publish any statement (orally or in writing) that becomes
or reasonably could be expected to become publicly known, or instigate, assist or participate in the making or publication of any such
statement, which would libel, slander or disparage (whether or not such disparagement legally constitutes libel or slander) the Employee.


 


15.            Indemnification.
Any actions by the Employee in derogation of the covenants in this Agreement which cause the Employer to incur fees, costs and/or damages
shall, in addition to giving the Employer a right of action against the Employee, trigger the Employee’s obligation to fully defend
and indemnify the Employer against any and all claims arising from the Employee’s breach of the covenants herein.


 


16.            Opportunity
to Consult Counsel. The Employee has been given the opportunity to review this Agreement with an attorney and tax advisor of the
Employee’s choice. Each party shall bear such party’s own attorneys’ fees and costs in connection with the review of
this Agreement.


 


17.            Integration.
Except for the Employee’s ongoing obligations to the Employer under the Employment Agreement (including but not limited to Sections
8 and 9 of the Employment Agreement) or any other prior confidentiality provisions and/or restrictive covenants, which shall remain in
full force and effect, this Agreement constitutes a single, integrated written contract expressing the entire agreement between the parties,
and there is no other agreement, written or oral, express or implied, between the parties with respect to the subject matter of this
Agreement.


 






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18.            Miscellaneous.
The following provisions shall apply for purposes of this Agreement:


 


(a)            Number
and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender
shall include all other genders.


 


(b)            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.


 


(c)            Authority.
Each of the parties hereto hereby represents that each has taken all actions necessary in order to execute and deliver this Agreement.


 


(d)            Governing
Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without
giving effect to the choice of law principles thereof.


 


(e)            Severability.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement
are declared to be severable.


 


(f)            Modifications.
This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 


(g)            Waiver.
No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach
of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.


 


(h)            Arbitration.
Any controversy arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration provisions
of the Employee’s employment agreement entered with the Employer.


 


(i)            Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for
any purpose.


 


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The undersigned have read and understand the
consequences of this Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State
of California that the foregoing is true and correct.


 


	EXECUTED this 5th day of December, 2022, at Orange County, California.
	 
	 	EMPLOYEE
	 
	 	/s/ Lindsay Lawrence
	 	Lindsay Lawrence
	 
	EXECUTED this 5th day of December, 2022, at Orange County, California.
	 
	 	FIRST FOUNDATION BANK
	 
	 	By:	/s/ Scott Kavanaugh
	 	Name:	Scott Kavanaugh
	 	Title:	Chief Executive Officer




 






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