Exhibit
10.22


 


FIRST
COMMUNITY BANCORP


EXECUTIVE
SEVERANCE PAY PLAN


(as
amended and restated effective July 26, 2006)


 


The
purpose of the First Community Bancorp Executive Severance Pay Plan, as amended
and restated effective July 26, 2006 (the “Plan”) is to secure the continued
services of certain senior executives of the Company and to ensure their
continued dedication to their duties in the event of any threat or occurrence
of a Change in Control (as defined below).


 


ARTICLE I


DEFINITIONS


 


1.1                               Definitions


 


Whenever used in this
Plan, the following capitalized terms shall have the meanings set forth in this
Section 1.1, certain other capitalized terms being defined elsewhere in this
Plan:


 


(a)                                  “Board”
means the Board of Directors of the Company.


 


(b)                                 “Change
in Control” shall mean the occurrence of any of the following:


 


(i)                                     Any
“Person” or “Group” (as such terms are defined in Section 13(d) of the
Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and
regulations promulgated thereunder) is or becomes the “Beneficial Owner”
(within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company, or of any entity resulting from a
merger or consolidation involving the Company, representing more than fifty
percent (50%) of the combined voting power of the then outstanding securities
of the Company or such entity.


 


(ii)                                  The
individuals who, as of the date hereof, are members of the Board (the “Existing
Directors”), cease, for any reason, to constitute more than fifty percent (50%)
of the number of authorized directors of the Company as determined in the
manner prescribed in the Company’s Articles of Incorporation and Bylaws; provided,
however, that if the election, or nomination for election, by the
Company’s stockholders of any new director was approved by a vote of at least
fifty percent (50%) of the Existing Directors, such a new director shall be
considered an Existing Director; provided, further, however,
that no individual shall 


 

















 


be considered an Existing
Director if such individual initially assumed office as a result of either an
actual or threatened election contest (“Election Contest”) or other actual or
threatened solicitation of proxies by or on behalf of anyone other than the
Board (a “Proxy Contest”), including by reason of any agreement intended to
avoid or settle any Election Contest or Proxy Contest.


 


(iii)                               The
consummation of (x) a merger, consolidation or reorganization to which the
Company is a party, whether or not the Company is the person surviving or
resulting therefrom, or (y) a sale, assignment, lease, conveyance or other
disposition of all or substantially all of the assets of the Company, in one
transaction or a series of related transactions, to any Person other than the
Company, where any such transaction or series of related transactions as is
referred to in clause (x) or clause (y) above in this subparagraph (iii) (a ‘Transaction”)
does not otherwise result in a “Change in Control” pursuant to subparagraph (i)
of this definition of “Change in Control”; provided, however,
that no such Transaction shall constitute a “Change in Control” under this
subparagraph (iii) if the persons who were the Shareholders of the Company
immediately before the consummation of such Transaction are the Beneficial
Owners, immediately following the consummation of such Transaction, of fifty
percent (50%) or more of the combined voting power of the then outstanding
voting securities of the Person surviving or resulting from any merger,
consolidation or reorganization referred to in clause (x) above in this
subparagraph (iii) or the Person to whom the assets of the Company are sold,
assigned, leased, conveyed or disposed of in any transaction or series of
related transactions referred in clause (y) above in this subparagraph (iii).


 


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


 


(d)                                 “Company”
means First Community Bancorp, a California corporation, and any successor or
assignee as provided in Article V.


 


(e)                                  “Compensation”
means your highest annual compensation for any calendar year in the three
calendar years ending with the calendar year which includes the date of your
termination of employment with the Company and its Subsidiaries, with your
compensation for any such calendar year in which you do not complete twelve
(12) months or service being annualized on the basis of a twelve (12) month
year. For purposes of determining your “Compensation”, your annual compensation
for any calendar year or portion thereof shall be limited to your base salary,
your automobile and other expense allowances (for those Executives who receive
a company automobile in lieu of an automobile allowance, they shall be credited
with an additional $1000.00 per month in Compensation in lieu of an automobile
allowance), and your bonus attributable to such calendar year regardless of
when paid (or, if you did not receive a bonus for a calendar year, your target
bonus for such year), before reductions for any amounts excludable from your
gross income for federal income tax purposes pursuant to Section 125 


 


2

















 


or Section 401(k) of the
Code or under any nonqualified deferred compensation plan. Notwithstanding
anything herein to the contrary, “Compensation” shall not include your
income from the grant or vesting of restricted stock, or from the grant,
vesting, or exercise of stock options.


 


(f)                                    “Disability”
means a physical or mental infirmity which substantially impairs your ability
to perform your material duties for a period of at least one hundred eighty
(180) days in any two hundred seventy (270)) day period, and, as a result of
such Disability, you have not returned to your full-time regular employment
prior to termination.


 


(g)                                 “Employee
Grade” means the grade within the compensation system to which you are assigned
by the Company.


 


(h)                                 “Executive”
means a regular full-time salaried employee of the Company or its Subsidiaries
in Employee Grades 1, 2, 3, A or B, who does not have an individual agreement
with the Company or its Subsidiaries regarding Change in Control severance
payments.


 


(i)                                     “Good
Reason” means, without your express written consent, any of the following
events, provided that you give the Company or its Subsidiary at least thirty
(30) days prior written notice of your termination with the Company or its
Subsidiary:


 


(i)                                     a
reduction by the Employer in your annual base salary as in effect immediately
before such reduction; or


 


(ii)                                  (A)  any change in your duties and
responsibilities that is inconsistent in any adverse respect with your
position(s), duties or responsibilities as in effect immediately before the
Change in Control, or an adverse change,
after the occurrence of a Change in Control, in your place in the Company’s
organization chart or in the seniority of the individual to whom you report; provided,
however, that Good Reason shall not be deemed to occur upon a change in
duties or responsibilities (other than reporting responsibilities) that is
solely and directly a result of the Company no longer being a publicly traded
entity and does not involve any other event set forth in this paragraph (i), or
(B) a material and adverse change in your titles or offices (including, if
applicable, membership on the Board) with the Company as in effect immediately prior
to such Change in Control; or


 


(iii)                               a
material reduction in the your annual target bonus opportunity (if any) (for
this purpose, a reduction for any year of over ten percent (10%) of your annual
target bonus opportunity (if any) measured by the preceding year shall be
considered “material”); or


 


(iv)                              the failure of the Company or its
Subsidiaries to continue in effect any employee benefit plan, compensation
plan, welfare benefit plan or material fringe benefit plan in which you or your
dependents are participating immediately 


 


3

















 


prior
to such Change in Control or the taking of any action by the Company which
would adversely affect your or your dependents’ participation in or reduce your
or your dependents’ benefits under any such plan, unless you and your
dependents are permitted to participate in other plans providing substantially
equivalent benefits in the aggregate (at substantially equivalent cost with
respect to welfare benefit plans); or


 


(v)                                 the failure of the Company or its
Subsidiaries to (A) provide and credit you with the number of accrued annual
leave days to which you are entitled in accordance with the Company’s normal
annual leave policy as in effect immediately before the Change in Control or
(B) provide you with paid annual leave in accordance with the most favorable
annual leave policies of the Company or any of its Subsidiaries as in effect
for you immediately prior to such Change in Control; or


 


(vi)                              the
Employer’s requiring you to be based more than twenty five (25) miles from the
location of your place of employment immediately before the Change in Control,
except for normal business travel in connection with your duties with the Company or its Subsidiaries;
or


 


(vii)                           the failure of the Company to obtain the assumption agreement from any
successor as contemplated in Article V hereof.


 


An
isolated, insubstantial and inadvertent action taken in good faith and which is
remedied by the Company within ten (10) days after receipt of notice thereof
given by you shall not constitute Good Reason. Your right to terminate
employment for Good Reason shall not be affected by incapacities due to mental
or physical illness and your continued employment shall not constitute consent
to, or a waiver of rights with respect to, any event or condition constituting
Good Reason. You must notify the Company of any event constituting Good Reason
within ninety (90) days following your knowledge of its existence or such event
shall not constitute Good Reason under this Plan.


 


(k)                                  “Just
Cause” means:


 


(i)                                     the
willful and continued failure by you to perform substantially your duties with
the Company and its Subsidiaries (other
than any such failure resulting from your incapacity due to physical or mental
illness or any such failure subsequent to the delivery to you of a notice of
the Company’s intent to terminate your employment without Just Cause or
subsequent to your delivery to the Company of a notice of your intent to
terminate employment for Good Reason), and such willful and continued failure
continues after a demand for substantial performance is delivered to you by the
Company or its Subsidiaries which specifically identifies the manner in
which you have not substantially performed your duties;


 


(ii)                                  the
willful engaging by you in illegal conduct or gross misconduct which is
materially and demonstrably injurious to the business or reputation of the
Company or its Subsidiaries.


 


4

















 


For purposes of
determining whether “Just Cause” exists, no act or failure to act on your part
shall be considered “willful” unless done, or omitted to be done, by you in bad
faith and without
reasonable belief that the action or omission was in, or not opposed to, the
best interests of the Company and its Subsidiaries. Any act, or failure to act,
based upon authority given pursuant to a resolution duly adopted by the Board,
based upon the advice of counsel for the Company or upon the instructions to
you by a more senior officer of the Company shall be conclusively presumed to
be done, or omitted to be done, by you in good faith and in the best interests
of the Company. Just Cause shall not exist unless and until the Company has
delivered to you a copy of a resolution duly adopted by two-thirds (2/3) of the
entire Board (excluding you if you are a Board member) at a meeting of the
Board called and held for such purpose (after reasonable notice to you and an
opportunity for you, together with counsel, to be heard before the Board),
finding that in the good faith opinion of the Board an event set forth in
clauses (i) or (ii) has occurred and specifying the particulars thereof in
detail. The Company must notify you of any event constituting Just Cause within
ninety (90) days following the Company’s knowledge of its existence or such
event shall not constitute Just Cause under this Plan.


 


(l)                                     “Multiplier”
for each Employee Grade shall be the number set forth opposite such Employee
grade below:


 


	
  Employee Grade

  	
   

  	
  Multiplier

  
	
   

  	
   

  	
   

  
	
  Grade
  One

  	
   

  	
  3

  
	
  Grade
  Two

  	
   

  	
  2

  
	
  Grade
  Three

  	
   

  	
  2

  
	
  Grade
  A

  	
   

  	
  2

  
	
  Grade
  B

  	
   

  	
  1

  



 


(m)                               “Person”
shall have the meaning set forth in the definition of “Change in Control”.


 


(n)                                 “Release”
means the Separation and General Release Agreement in the form attached hereto
as Exhibit “A”.


 


(o)                                 “Severance
Payment” means the payment of severance compensation as provided in Article
III.


 


(p)                                 “Severance
Period” means the number of whole months equal to the product of 12 multiplied
by the Multiplier for your Employee Grade, beginning on the date of your termination
of employment with the Company and its Subsidiaries.


 


(q)                                 “Subsidiary”
means any corporation or other Person, a majority of the voting power, equity
securities or equity interest of which is owned directly or indirectly by the
Company.


 


5

















 


ARTICLE
II


INDEMNIFICATION
AND GROSS-UP FOR EXCISE TAXES


 


2.1                               Indemnification
and Gross-Up


 


The
Company hereby indemnifies you and holds you harmless from and against any and
all liabilities, costs and expenses (including, without limitation, attorney’s
fees and costs, interest and penalties) you may incur as a result of the excise
tax imposed by Section 4999 of the Code or any similar provision of state or
local income tax law (the “Excise Tax”), to the end that you shall be placed in
the same after-tax position with respect to the Severance Payment under this
Plan and all other payments from the Company to you in the nature of
compensation (including without limitation, acceleration of equity awards) as
you would have been in if the Excise Tax had never been imposed. In furtherance
of such indemnification, the Company shall pay to you a payment (the “Gross-Up
Payment”) in an amount such that, after payment by you of all taxes, including
income taxes and Excise Tax imposed on the Gross-Up Payment and any interest or
penalties (other than interest and penalties imposed by reason of your failure
to file timely tax returns or to pay taxes shown due on such returns and any
tax liability, including interest and penalties, unrelated to the Excise Tax or
the Gross-Up Payment), you shall be placed in the same after-tax position with
respect to the Severance Payment under this Plan and all other payments from
the Company to you in the nature of compensation (including without limitation,
acceleration of equity awards) as you would have been in if the Excise Tax had
never been imposed. At such time or times necessary to carry out the purposes
of this Article II in view of the withholding requirements of Section 4999 (c)
(1) of the Code, the Company shall pay to you one or more Gross-Up Payments for
the Severance Payment and any other payments in the nature of compensation (including
without limitation, acceleration of equity awards) which the Company determines
are “excess parachute payments” under Section 280G(b) (1) of the Code (“Excess
Parachute Payments”). If, through a federal, state or local taxing authority (a
“Taxing Authority”), or a judgment of any court, you become liable for an
amount of Excise Tax not covered by the Gross-Up Payment payable pursuant to
the preceding sentence, the Company shall pay you an additional Gross-Up
Payment (including income taxes and Excise Tax imposed on such additional
Gross-Up Payment and any interest or penalties (other than interest and penalties
imposed by reason of your failure to file timely tax returns or to pay taxes
shown due on such returns and any tax liability, including interest and
penalties, unrelated to the Excise Tax or the additional Gross-Up Payment)) to
make you whole for such additional Excise Tax; provided, however,
that, pursuant to Section 2.3, the Company shall have the right to require you
to protest, contest, or appeal any such determination or judgment. For purposes
of this Article II, any amount which the Company is required to withhold under
Sections 3402 or 4999 of the Code or under any other provision of law shall be
deemed to have been paid for you.


 


2.2                               Reporting


 


The
Company shall provide you with a written statement showing the computation of
such Gross-Up Payment and the Excess Parachute Payments and Excise Tax to which
it relates, and setting forth the determination of the amount of gross 


 


6

















 


income you are required
to recognize as a result of such payments and your liability for the Excise Tax.
All computations and determinations required to be made under this Article II,
including whether and when a Gross-Up Payment is required, the amount of such
Gross-Up Payment and the assumptions to be utilized in arriving at such
computations and determinations, shall be made by the public accounting firm
that is retained by the Company as of the date immediately prior to the Change
in Control (the “Accounting Firm”) which shall provide detailed supporting
calculations both to the Company and you within fifteen (15) business days of
the receipt of notice from the Company or you that there has been a Payment, or
such earlier time as is requested by the Company (the “Determination”). For
purposes of the Determination, you shall be deemed to (i) pay federal
income taxes at the highest marginal rates of federal income taxation for the
calendar year in which the Gross-Up Payment is to be made and (ii) pay
applicable state and local income taxes at the highest marginal rate of taxation
for the calendar year in which the Gross-Up Payment is to be made, net of the
maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.


 


You
shall cause your federal, state and local income tax returns for the period in
which you receive such Gross-Up Payment to be prepared and filed in accordance
with such statement, and, upon such fling, you shall certify in writing to the
Company that such returns have been so prepared and filed. At your request, the
Company shall furnish to you, at no cost to you, assistance in preparing your
federal, state and local income tax returns for the period in which you receive
such Gross-Up Payment in accordance with such statement. Notwithstanding the
provisions of Section 2.1, the Company shall not be obligated to indemnify you
from and against any tax liability, cost or expenses (including, without
limitation, any liability for the Excise Tax or attorney’s fees or costs) to
the extent such tax liability, cost or expense is attributable to your failure
to comply with the provisions of this Section 2.2.


 


2.3                               Controversies


 


If any
controversy arises between you and a Taxing Authority with respect to the
treatment on any return of the Gross-Up Amount, or of any payment you receive
from the Company as an excess Parachute Payment, or with respect to Excess
Parachute Payment, including, without limitation, any audit, protest to an
appeals authority of a Taxing Authority or litigation (a “Controversy”), the
Company shall have the right to participate with you in the handling of such
Controversy. The Company shall have the right, solely with respect to a
Controversy, to direct you to protest or contest any proposed adjustment or
deficiency, initiate an appeals procedure within any Taxing Authority, commence
any judicial proceeding, make any settlement agreement, or file a claim for
refund of tax, and you shall not take any of such steps without the prior
written approval of the Company, which the Company shall not unreasonably withhold.
You shall be represented in any Controversy by attorneys, accountants, and
other advisors selected by the Company, and the Company shall pay the fees,
costs and expenses of such attorneys, accountants, or advisors, and any tax
liability you may incur as a result of such payment. You shall promptly notify
the Company of any communication with a Taxing Authority, and you shall
promptly furnish to the Company copies of any written correspondence, notices
or documents received from a Taxing 


 


7

















 


Authority relating to a
Controversy. You shall cooperate fully with the Company in the handling of any
Controversy; provided, however, that you shall not be obligated
to furnish to the Company copies of any portion of your tax returns which do
not bear upon, and are not affected by, the Controversy.


 


2.4                               Underpayments/Overpayments


 


As a
result of the uncertainty in the application of Section 4999 of the Code at the
time of a Determination, it is possible that Gross-Up Payments which should
have been made by the Company may not have been made (an “Underpayment”) or
Gross-Up Payments are made by the Company which should not have been made (an
“Overpayment”), consistent with the calculations required to be made hereunder.
In the event that you are thereafter required to make payment of any Excise Tax
or additional Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment (together with
interest at the rate provided in Section 1274(b)(2) of the Code) shall be
promptly paid by the Company to or for your benefit. You shall pay over to the
Company, within ten (10) days after your receipt thereof, any refund of an
Overpayment that you receive from any Taxing Authority (together with interest
at the rate provided in Section 1274(b)(2) of the Code). For purposes of this
Section 2.4, a reduction in your tax liability attributable to the previous
payment of the Gross-Up Amount or the Excise Tax shall be deemed to be an
Overpayment. If you would have received an Overpayment of all or any portion of
the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset
the amount of such Overpayment against other tax liabilities, interest, or
penalties, you shall pay the amount of such offset over to the Company
(together with interest at the rate provided in Section 1274(b)(2) of the Code)
within ten (10) days after receipt of notice from the Taxing Authority of such
offset.


 


ARTICLE
III


SEVERANCE
PAYMENTS


 


3.1                               Right
to Severance Payment; Release


 


Conditioned
on the execution and delivery by you (or your beneficiary or personal
representative, if applicable) of the Release, you shall be entitled to receive
a Severance Payment from the Company in the amount provided in Section 3.2 if
(a) you are an Executive, and (b) within twenty four (24) months after the
occurrence of a Change of Control, your employment with the Company and its
Subsidiaries terminates for any reason other than:


 


(a)                                  Death,


 


(b)                                 Disability,


 


(c)                                  Termination
by the Company or its Subsidiaries for Just Cause,


 


8

















 


(d)                                 Retirement
in accordance with the normal retirement policy of the Company,


 


(e)                                  Voluntary
termination by you for other than Good Reason, or


 


(f)                                    The
sale by the Company of the Subsidiary which employed you before such sale, if
you have been offered employment with the purchaser of such Subsidiary on
substantially the same terms and conditions under which such you worked for the
Subsidiary before the sale.


 


If your employment with
the Company or its Subsidiaries is terminated before the occurrence of a Change
in Control for any reason other than one of those enumerated immediately above,
your employment will be deemed to have been terminated by the Company without
Just Cause on the day after the occurrence of the Change in Control if (i)
within ninety (90) days before a Change in Control actually occurs, your
employment is terminated by the Company other than for Just Cause or by you for
a reason that would have constituted Good Reason if the Change in Control had
already occurred or (ii) you reasonably demonstrate that the Company or its
Subsidiaries involuntarily terminated your employment, or gave you Good Reason,
at the request of a Person (other than the Company or its Subsidiaries) who has
indicated an intention or taken steps reasonably calculated to effect a Change
in Control, or otherwise in connection with, or in anticipation of, a Change in
Control which actually occurs.


 


3.2                               Amount
of Severance Payment


 


If you
become entitled to a Severance Payment under this Plan, the amount of your
Severance Payment shall equal the product of your Compensation multiplied by
the Multiplier for your Employee Grade.


 


3.3                               No
Mitigation


 


The
Company acknowledges and agrees that you shall be entitled to receive your
entire Severance Payment regardless of any income, which you may receive from
other sources following your termination on or after the Effective Time.


 


3.4                               Payment
of Severance Payment


 


The
Severance Payment to which you are entitled shall be paid to you, in one lump
sum cash payment, not later than eight (8) calendar days after the execution
and delivery by you (or your beneficiary or personal representative, if
applicable) of the Release Agreement, but in no event before the date on which
such Release becomes effective (including the expiration of any applicable
revocation period). If you should die before all amounts payable to you have
been paid, such unpaid amounts shall be paid to your beneficiary under this
Plan or, if you have not designated such a beneficiary in writing to the
Company, to the personal representative(s) of your estate.


 


9

















 


3.5                               Welfare
Benefits


 


If you
are entitled to receive a Severance Payment under Section 3.1, you and your
dependents will also be entitled to receive, during your Severance Period, the same level of medical,
dental, disability and life insurance benefits upon substantially the same
terms and conditions (including employee contributions for such benefits) as
existed immediately prior to your termination date or, if more favorable to
you, as such benefits and terms and conditions existed immediately prior to the
Change in Control; provided, that, if you or dependents cannot continue to
participate in the Company plans providing such benefits, the Company shall
otherwise provide such benefits on the same after-tax basis as if continued
participation had been permitted. Notwithstanding the foregoing, your
right to medical, dental, disability or life insurance benefits shall be
subject to cancellation by the Company if you or your dependents obtain
alternative coverage of a similar type during the Severance Period; provided,
however, that if any such alternative group health coverage excludes any
pre-existing condition that you or your dependents may have when coverage under
such group health plan would otherwise begin, coverage under this Section 3.5
shall continue (but not beyond the Severance Period) with respect to such
pre-existing condition until such exclusion under such other group health plan
lapses or expires. You shall be obligated to notify the Company’s Human
Resources Department of any such alternative coverage within thirty (30) days
of its first becoming applicable to you or your dependents. In the event you
are required to make an election under Sections 601 through 607 of ERISA
(commonly known as COBRA) to qualify for continuing health benefits coverage
described in this Section 3.5, the obligations of the Company and its
Subsidiaries under this Section 3.5 to continue your health benefits coverage
shall be conditioned upon your timely making such an election.


 


3.6                               Automobile


 


If you
become entitled to receive a Severance Payment under Section 3.1, and you then
have the use of an automobile that is provided to you at the expense of the
Company or any Subsidiary, you shall have the right, for ninety (90) days
following your termination of employment, (a) to continue your use of the
automobile on the same basis on which you used it immediately before your
termination of employment, or (b) to purchase the automobile from the Company
or Subsidiary for its lowest wholesale Kelley Blue Book value from a range
determined based on the actual mileage, condition and features of the
automobile you use, or, if the Company or Subsidiary has leased the automobile,
to assume the lease, or (c) to take the actions described in clause (a) and (b)
of this sentence.


 


3.7                               Outplacement
Services


 


If you
become entitled to Severance Payment under Section 3.1, you will also become
entitled to receive outplacement services in accordance with the Company’s
usual practice for Executives as in effect immediately prior to the Change in
Control or, if more favorable to you, in accordance with the Company’s usual
practice for Executives as in effect immediately prior to your termination of
employment.


 


10

















 


3.8                               Withholding
of Taxes


 


The
Company may withhold from any amounts payable to you under this Plan all
federal, state, city or other taxes required by applicable law to be withheld
by the Company.


 


ARTICLE
IV


OTHER
RIGHTS AND BENEFITS NOT AFFECTED


 


4.1                               Other
Benefits


 


No
payment hereunder shall be characterized as deferred compensation. Except as
set forth in Section 4.2, neither the provisions of this Plan nor the Severance
Payment provided for hereunder shall reduce any amounts otherwise payable, or
in any way diminish your rights as an employee, whether existing now or
hereafter, under any employee benefit, incentive, retirement, welfare, stock
option, stock bonus or stock-based, or stock purchase plan, program, policy or
arrangement or any written employment agreement or other plan, program policy
or arrangement not related to severance.


 


4.2                               Other
Severance Plans Superseded


 


As of
the date of adoption of this Plan, the terms and provisions of this Plan will
supersede any and all other severance plans maintained by the Company or its
Subsidiaries to the extent they apply to Executives (except for any individual
severance agreement between you and the Company and its Subsidiaries), and your
participation in any other severance plan of the Company and its Subsidiaries
will be hereby terminated. To the extent you are a party to an individual severance
agreement with the Company or any of its Subsidiaries, you shall be entitled to
receive the severance payments and benefits under such agreement, unless you
elect to receive the payments and benefits under this Plan.


 


4.3                               Employment
Status


 


This
Plan does not constitute a contract of employment or impose on you any
obligation to remain in the employ of the Company, nor does it impose on the
Company or any of its Subsidiaries any obligation to retain you in your present
or any other position, nor does it change the status of your employment as an
employee at will. Nothing in this Plan shall in any way affect the right of the
Company or any of its Subsidiaries in its absolute discretion to change or
reduce your compensation at any time, or to change at any time one or more
benefit plans, dental plans, health care plans, savings plans, bonus plans,
vacation pay plans, disability plans, and the like.


 


ARTICLE V


SUCCESSOR
TO THE COMPANY


 


The
Company shall require any successor or assignee, whether direct or indirect, by
purchase, merger, consolidation or otherwise, to all or substantially all the
business or assets of the Company, expressly and unconditionally to assume and
agree to 


 


11

















 


perform the Company’s obligations
under this Plan, in the same manner and to the same extent that the Company
would be required to perform if no succession or assignment had taken place. In
such event, the term “Company”, as used in this Plan, shall mean (from and
after, but not before, the occurrence of such event) the Company as herein
before defined and any successor or assignee to the business or assets which by
reason hereof becomes bound by the terms and provisions of this Plan.


 


ARTICLE
VI


CONFIDENTIALITY


 


6.1                               Nondisclosure
of Confidential Material


 


In the
performance of your duties, you have previously had, and may in the future
have, access to confidential records and information, including, but not
limited to, development, marketing, purchasing, organizational, strategic,
financial, managerial, administrative, manufacturing, production, distribution
and sales information, data, specifications and processes presently owned or at
any time hereafter developed by the Company or its agents or consultants or
used presently or at any time hereafter in the course of its business, that are
not otherwise part of the public domain (collectively, the “Confidential
Material”). All such Confidential Material is considered secret and has been
and/or will be disclosed to you in confidence. By your acceptance of your
Severance Payment under this Plan, you shall be deemed to have acknowledged
that the Confidential Material constitutes propriety information of the Company
which draws independent economic value, actual or potential, from not being
generally known to the public or to other persons who could obtain economic
value from its disclosure or use, and that the Company has taken efforts
reasonable under the circumstances, of which this Section 6.1 is an example, to
maintain its secrecy. Except in the performance of your duties to the Company,
you shall not, directly or indirectly for any reason whatsoever, disclose or
use any such Confidential Material that (i) has been publicly disclosed or was
within your possession prior to its being furnished to you by the Company or
becomes available to you on a nonconfidential basis from a third party (in any
of such cases, not due to a breach by you or your obligations to the Company or
by breach of any other person of a confidential, fiduciary or confidential
obligation, the breach of which you know or reasonably should know), (ii) is
required to be disclosed by you pursuant to applicable law, and you provide
notice to the Company of such requirement as promptly as possible, or (iii) was
independently acquired or developed by you without violating any of the
obligations under this Plan and without relying on Confidential Material of the
Company. All records, files, drawings, documents, equipment and other tangible
items, wherever located, relating in any way to the Confidential Material or
otherwise to the Company’s business, which you have prepared, used or
encountered or shall in the future prepare, use or encounter, shall be and
remain the Company’s sole and exclusive property and shall be included in the
Confidential Material. Upon your termination of employment with the Company, or
whenever requested by the Company, you shall promptly deliver to the Company
any and all of the Confidential Material and copies thereof, not previously
delivered to the Company, that may be, or at any previous time has been, in
your possession or under your control.


 


12

















 


6.2                               Nonsolicitation
of Employees


 


By
your acceptance of your Severance Payment under this Plan, you agree that, for
a period of two (2) years following your termination of employment with the
Company or its Subsidiaries, neither you nor any Person or entity in which you
have an interest shall solicit any person who was employed on the date of your
termination of employment by the Company or any of its Subsidiaries, to leave
the employ of the Company or any of its Subsidiaries. Nothing in this Section
6.2, however, shall prohibit you or any Person or entity in which you have an
interest from placing advertisements in periodicals of general circulation
soliciting applications for employment, or from employing any person who
answers any such advertisement. For purposes of this Section 6.2, you shall not
be deemed to have an interest in any corporation whose stock is publicly traded
merely because you are the owner of not more than two percent (2%) of the
outstanding shares of any class of stock of such corporation, provided you have
no active participation in the business of such corporation (other than voting your
stock) and you do not provide services to such corporation in any capacity
(whether as an employee, an independent contractor or consultant, a board
member, or otherwise).


 


6.3                               Equitable
Relief


 


By
your acceptance of your Severance Payment under this Plan, you shall be deemed
to have acknowledged that violation of Sections 6.1 or 6.2 would cause the
Company irreparable damage for which the Company can not be reasonably
compensated in damages in an action at law, and that therefore in the event of
any breach by you of Sections 6.1 or 6.2, the Company shall be entitled to make
application to a court of competent jurisdiction for equitable relief by way of
injunction or otherwise (without being required to post a bond). This provision
shall not, however, be construed as a waiver of any of the rights which the
Company may have for damages under this Plan or otherwise, and, except as
limited in Article VII, all of the Company’s rights and remedies shall be
unrestricted.


 


ARTICLE
VII


ARBITRATION


 


Subject
to the provisions of Section 6.3, any controversy or claim between you and the
Company arising out of or relating to or concerning this Plan (including the
covenants contained in Section 6) and any dispute regarding your employment or
the termination of your employment or any dispute regarding the application,
interpretation or validity of this Plan (each, an “Employment Matter”) will be
finally settled by arbitration in a location determined by you (which location
must be located within the County in which you primarily work) and administered
by the American Arbitration Association (the “AAA”)
under its Commercial Arbitration Rules then in effect. In the event of any
conflict between this Plan and the rules of the American Arbitration
Association, the provisions of this Plan shall be determinative. If the parties
are unable to agree upon an arbitrator, they shall select a single arbitrator
from a list of seven arbitrators designated by the office of the American
Arbitrator Association having 


 


13

















 


responsibility for the
location selected by you, all of whom shall be retired judges who are actively
involved in hearing private cases or members of the National Academy of
Arbitrators, and who, in either event, are residents of such forum. If the
parties are unable to agree upon an arbitrator from such list, they shall each
strike names alternatively from the list, with the first to strike being
determined by lot. After each party has used three strikes, the remaining name
on the list shall be the arbitrator. The AAA’s Commercial Arbitration Rules will be modified in the
following ways:  (i) each arbitrator
will agree to treat as confidential evidence and other information presented to
them, (ii) there will be no authority to award punitive damages,
(iii) there will be no authority to amend or modify the terms of the Plan
and (iv) a decision must be rendered within ten business days of the parties’ closing statements or
submission of post-hearing briefs. To the extent permitted by law, the Company
will pay or reimburse any reasonable expenses, including reasonable attorney’s
fees, you incur as a result of any Employment Matter. You or the Company may
bring an action or special proceeding in a state or federal court of competent
jurisdiction sitting in Los Angeles County, California or such other
jurisdiction as you may determine in your discretion to enforce any arbitration
award under Article VII.


 


ARTICLE
VIII


MISCELLANEOUS


 


8.1                               Applicable
law


 


TO THE
EXTENT NOT PREEMPTED BY THE LAWS OF THE UNITED STATES, THE LAWS OF THE STATE OF
CALIFORNIA SHALL BE THE CONTROLLING LAW IN ALL MATTERS RELATING TO THIS PLAN,
REGARDLESS OF THE CHOICE-OF-LAW RULES OF THE STATE OF CALIFORNIA OR ANY OTHER
JURISDICTION.


 


8.2                               Construction


 


No
term or provision of this Plan shall be construed so as to require the
commission of any act contrary to law, and wherever there is any conflict
between any provisions of this Plan and any present or future statute law,
ordinance, or regulation, the latter shall prevail, but in such event the
affected provision of this Plan shall be curtailed and limited only to the
extent necessary to bring such provision with the requirements of the law.


 


8.3                               Severability


 


If a
provision of this Plan shall be held illegal or invalid, the illegality or
invalidity shall not affect the remaining parts of this Plan and this Plan
shall be construed and enforced as if the illegal or invalid provision had not
been included.


 


14

















 


8.4                               Headings


 


The
Section headings in this Plan are inserted only as a matter of convenience, and
in no way define, limit, or extend or interpret the scope of this Plan or of
any particular Section.


 


8.5                               Assignability


 


Your
rights or interests under this Plan shall not be assignable or transferrable
(whether by pledge, grant of a security interest, or otherwise) by you, your
beneficiaries or legal representatives, except by will or by the laws of
descent and distribution.


 


8.6                               Term


 


This
Plan shall continue in full force and effect until its terms and provisions are
completely carried out, unless terminated by the Board with at least a majority
vote before the commencement of a Change in Control Period (as defined below);
provided, however, that no termination of this Plan shall be effective if made
while the Company (or any Person acting on the Company’s behalf) (i) is
conducting negotiations to effect a Change in Control, (ii) within ninety (90)
days before the Company (or any Person acting on its behalf) executes a letter
of intent (whether or not binding) or a definitive agreement to effect a Change
in Control, or (iii) during the period between execution of a definitive
agreement to effect a Change in Control and the consummation of the
transactions contemplated thereunder (the first to occur of (i), (ii) or (iii)
shall commence a “Change in Control Period”). A Change in Control Period shall
expire upon the first to occur of (A) the occurrence of a Change in Control and
(B) the first anniversary of the commencement of the Change in Control Period.


 


8.7                               Amendment/Termination


 


This
Plan may be amended in any respect by resolution adopted by the Board with at
least a majority until the commencement of a Change in Control Period;
provided, however, that this Section 8.7 shall not be amended, and no amendment
shall be effective if made during a Change in Control Period. After a Change in
Control occurs, this Plan shall no longer be subject to amendment, change,
substitution, deletion, revocation or termination in any respect whatsoever
until the second anniversary of such Change in Control. No agreement or
representations written or oral, express or implied, with respect to the
subject matter hereof, have been made by the Company which are not expressly
set forth in this Plan.


 


8.8                               Notices


 


For
purposes of this Plan, notices and all other communications provided for herein
shall be in writing and shall be deemed to have been duly given when personally
delivered, telecopied, or sent by certified or overnight mail, return receipt
requested, postage prepaid, addressed to the respective addresses, or sent to
the respective telecopier numbers, last given by each party to the other,
provided that all notices to the Company shall be directed to the attention of
the Board of Directors with a copy to the General Counsel. All notices and
communications shall be deemed to have been received on the date of delivery
thereof if personally delivered, upon return confirmation 


 


15

















 


if telecopied, on the
third business day after the mailing thereof, or on the date after sending by
overnight mail, except that notice of change of address shall be effective only
upon actual receipt. No objection to the method of delivery may be made if the
written notice or other communication is actually received.


 


8.9                               Interpretation and Administration


 


This Plan shall be administered by the Board. The
Board may delegate any of its powers under the Plan to a subcommittee of the
Board. The Board or a subcommittee thereof shall have the authority (i) to
exercise all of the powers granted to it under the Plan, (ii) to construe,
interpret and implement the Plan, (iii) to prescribe, amend and rescind rules
and regulations relating to the Plan, (iv) to make all determinations necessary
or advisable in administration of the Plan and (v) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan. Actions of the
Board or a subcommittee thereof shall be taken by a majority vote of its
members.


 


 


Dated: July 26, 2006


 


16

















 


Exhibit
A


Separation
and General Release Agreement


 


In connection with the
termination of your employment by First Community Bancorp (the “Company”),
effective                 
      , 200    , and in accordance with the terms and
conditions of the First Community Bancorp Executive Severance Pay Plan, as
amended and restated effective July 26, 2006 (the “Plan”), the Company agrees
to provide you, contingent upon your execution of this agreement, with the
following severance payment and benefits:


 


•                  [Insert description of severance payment and
benefits]


 


In consideration of the
payment and benefits set forth above, you agree knowingly and voluntarily as
follows:


 


You knowingly and
voluntarily waive and release forever whatever claims you ever had, now have or
hereafter may have against the Company and any subsidiary or affiliate of the
Company, any of their successors or assigns and any of their present and former
employees, directors, officers and agents (collectively referred to as “Releasees”),
based upon any matter, occurrence or event existing or occurring prior to the
execution of this agreement, including anything relating to your employment
with the Company and any of its subsidiaries or affiliates or to the
termination of such employment or to your status as a shareholder or creditor
of the Company.


 


This release and waiver
includes but is not limited to any rights or claims under United States
federal, state or local law and the national or local law of any foreign
country (statutory or decisional), for wrongful or abusive discharge, for
breach of any contract, for misrepresentation, for breach of any securities
laws, or for discrimination based upon race, color, ethnicity, sex, age, national
origin, religion, disability, sexual orientation, or any other unlawful
criterion or circumstance, including rights or claims under the Age
Discrimination in Employment Act of 1967 (“ADEA”)(except that you do not waive
ADEA rights or claims that may arise after the date of this agreement).


 


You agree never to institute
any claim, suit or action at law or in equity against any Releasee in any way
by reason of any claim you ever had, now have or hereafter may have relating to
the matters described in the two preceding paragraphs. You hereby acknowledge
that you are familiar with the provisions of California Civil Code Section 1542
and that you expressly waive and relinquish any and all rights or benefits you
may have under said Section 1542, to the full extent permitted by law. Said
Section 1542 states:


 


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his or
her favor at the time of executing the release, which if known by him or her
must have materially affected his or her settlement with the debtor.”


 


The payment and benefits
described herein shall be in lieu of any and all other amounts to which you
might be, are now or may become entitled from the Company, its subsidiaries and
affiliates and, without limiting the generality of the foregoing, you hereby 


 


17

















 


expressly waive any right or claim that you may have or assert to
payment for salary, bonuses, medical, dental or hospitalization benefits, life
insurance benefits or attorneys’ fees; provided, however, that
notwithstanding any other provision of this agreement, you do not waive any of
your rights and the Company shall comply with its obligations with respect to
continuation coverage requirements under Section 4980B of the Internal Revenue
Code of 1986, as amended (commonly referred to as “COBRA”).


 


[Your signature below will
also constitute confirmation that (i) you have been given at least twenty-one
(21) days within which to consider this release and its consequences, (ii) you
have been advised prior to signing this agreement to consult, and have
consulted, with an attorney of your choice, and (iii) you have been advised
that you may revoke this agreement at any time during the seven (7) day period
immediately following the date you signed this letter.][Subject to
revision based on circumstances of participant, and in accordance with
applicable law]


 


This agreement shall be
governed by the laws of State of California.


 


Please confirm by returning
to                            
the enclosed copy of this agreement, signed in the place provided, that you
have knowingly and voluntarily decided to accept and agree to the foregoing.


 


	
   

  	
  FIRST
  COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  AGREED
  AND ACKNOWLEDGED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Date:

  	
   

  
				



 


18