EXHIBIT 10.8




EMPLOYMENT
AGREEMENT





THIS AGREEMENTis dated as of
November 23, 2007, between Belvedere SoCal ("SoCal"),SoCal Bank (the
"Bank")and Michael
McCall ("Executive")for
the purposes set forth in this agreement (the "Agreement").





WHEREAS,
SoCal is a California corporation and bank holding company registered under the
Bank Holding Company Act of 1956, as amended, subject to the supervision and
regulation of the Board of Governors of the Federal Reserve System ("FRB");





WHEREAS,
SoCal is the parent holding company of the Bank, which is a California chartered
banking corporation and wholly-owned subsidiary of SoCal, subject to the
supervision and regulation of the California Department of Financial
Institutions ("DFI")and
Federal Deposit Insurance Corporation ("FDIC");





WHEREAS,
SoCal, Professional Business Bank ("PBB")and certain other
parties have entered into that certain Agreement to Merge and Plan of
Reorganization, dated as of February 1, 2007 (the "PBB Merger Agreement"),pursuant to which the parties thereto intend that PBB merge with and into
a wholly owned subsidiary of SoCal (the "PBB Merger");





WHEREAS,
SoCal, Spectrum Bank and certain other parties have entered into that certain
Agreement to Merge and Plan of Reorganization, dated as of July 13, 2007,
pursuant to which the parties thereto intend that a wholly owned subsidiary of
SoCal merge with and into Spectrum Bank (the "Spectrum
Merger")





WHEREAS,
SoCal, First Heritage Bank, N.A and First National Bank Holding Company intend,
following the execution of this Agreement, to enter into the proposed Agreement
to Merge and Plan of Reorganization ( the consummation of the transactions
contemplated thereby, the "Heritage Merger"and,
together with the PBB Merger and the Spectrum Merger, the "Mergers");





WHEREAS,
subject to the consummation of the PBB Merger, it is the intention of the
parties to enter into an employment agreement for the purposes of securing
Executive's services as the Chief Financial Officer of SoCal and of the Bank
(together, the "Company")following completion of the PBB Merger.





NOW,
THEREFORE, in consideration of the mutual covenants and agreements contained
herein, SoCal, the Bank and Executive agree as follows:





1. TERM.Subject
to the provisions for earlier termination hereinafter provided, Executive's
employment hereunder shall be for a term (the "Term")commencing upon the
date of the closing of the PBB Merger (the "Effective Date")and ending
on the third anniversary of the Effective Date. Notwithstanding any other
provision of this Agreement, if the PBB Merger Agreement is terminated or the
PBB Merger is not consummated for any reason, this Agreement shall not become
effective, shall be null and void and of no force or effect.








2.POSITION, DUTIES AND
RESPONSIBILITIES.During the Term, the
Company will employ Executive, and Executive agrees to be employed by the
Company, as its Chief Financial Officer. In such capacity, Executive will have
such duties and responsibilities as are normally associated with this position
and will report to the Company's Chief Executive Officer (currently, Alison
Davis), or such individual's designee. During the Term, Executive shall devote
his entire business time, attention and energies to the business and affairs of
the Company, to the performance of Executive's duties under this Agreement and
to the promotion of the Company's interests. Notwithstanding the foregoing,
subject to Section 11 below, nothing in this Agreement shall be construed to
limit Executive's ability to provide services to or participate in non-profit,
charitable or civic organizations or to manage personal investments, including
personal investment vehicles, to the extent that such activities do not
materially interfere with Executive's performance of his duties hereunder.
During the Term, Executive shall perform the services required by this Agreement
at the Company's principal place of business, currently located at 199 South Los
Robles Avenue, Suite 130, Pasadena, CA 91101. Notwithstanding the foregoing, the
Company may from time to time require Executive to travel temporarily to other
locations on the Company's business. At the Company's request, Executive will
serve the Company and/or its subsidiaries and affiliates in other capacities in
addition to the foregoing. In the event that Executive serves in any one or more
of such additional capacities, Executive's compensation will not be increased
beyond that specified in this Agreement. In addition, in the event Executive's
service in one or more of such additional capacities is terminated, Executive's
compensation, as specified in this Agreement, will not be diminished or reduced
in any manner as a result of such termination for so long as Executive otherwise
remains employed under the terms of this Agreement.





3. BASE COMPENSATION. During the
Term, the Company will pay Executive a base salary (the "Base
Compensation")of $225,000 per year, less payroll deductions and
all required withholdings, payable in accordance with the Company's normal
payroll practices and prorated for any partial pay period of employment. Subject
to the consummation of the Heritage Merger and upon the consummation of such
Merger, the Base Compensation shall increase to $250,000 per year. In addition,
the Base Compensation shall be subject to (i) annual review and, (ii) in the
sole discretion of the Board of Directors of SoCal (the "Board"),increase pursuant to the Company's policies as in effect from time to
time.





4.ANNUAL BONUS. In addition to
the Base Compensation set forth above, during the Term, Executive will be
eligible to participate in the Company's incentive bonus plan applicable to
senior executives of the Company. The amount of Executive's annual bonus will be
based on the attainment of performance criteria established and evaluated by the
Company in accordance with the terms of such bonus plan as in effect from time
to time, provided that, subject to the terms of such bonus plan, Executive's
target annual bonus shall be thirty percent (30%) of Base Compensation per year,
pro-rated for any partial year of service in which an annual bonus is earned.
Each annual bonus shall be paid in cash or, at the election of Executive made at
least thirty (30) days prior to the payment date (or such other date as may be
determined by the Board), in whole or in part in a number of fully vested shares
of SoCal common stock equal to the dollar amount of the bonus payable divided by
the closing price of a share of SoCal common stock on the Over the Counter
Bulletin Board ("OTCBB")(or such other exchange or quotation system on which SoCal common stock
is primarily traded, as determined by the Board) on the date preceding the date
on which the bonus is paid. In the event that Executive elects to receive an
annual bonus in shares, the Company shall issue such shares to Executive under
the SoCal 2007 Equity Compensation Plan (the "Plan"),and
such shares shall be subject to the terms and conditions of the Plan (including,
without limitation, the limits set forth in Section 3 and Section 6(c) of the
Plan) and an award agreement in a form prescribed by the
Company.


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5. STOCK OPTION. Subject to the
Company's adoption and shareholder approval of the Plan and Executive's
continued employment with the Company through each such date, (i) on the
thirtieth calendar day following the consummation of the first to close of the
PBB Merger, the Spectrum Merger and the Heritage Merger (or, if not a trading
day, the next succeeding trading day) (the date on which any stock option is
granted pursuant to this Section 5, a "GrantDate"),SoCal
shall grant to Executive a nonqualified stock option to purchase a number of
shares of SoCal common stock equal to 0.60% of the total number of shares of
SoCal common stock outstanding as of the consummation of such Merger (each stock
option granted pursuant to this Section 5, an "Option"),and (ii) on the thirtieth calendar day following the consummation of each
of the remaining two Mergers (or, in each case, if not a trading day, the next
succeeding trading day), SoCal shall grant to Executive a nonqualified Option to
purchase a number of shares of SoCal common stock such that, following the grant
of such Option, Executive's outstanding Options shall, in the aggregate, cover a
number of shares of SoCal common stock equal to 0.60% of the total number of
shares of SoCal common stock outstanding as of the consummation of such Merger.
For the avoidance of doubt, (A) if, upon the consummation of any Merger,
Executive's outstanding Option(s) already cover 0.60% or more of the total
number of shares of SoCal common stock outstanding, then no additional Option
grant shall be required by this Section 5 in connection with such Merger, and
(B) in no event shall any stock options granted prior to the date of this
Agreement, including without limitation any stock options that are converted
into options to purchase SoCal shares in connection with any Merger, be counted
in the numerator of any equation as options held by Executive for purposes of
determining whether the Options cover 0.60% of the total number of shares of
SoCal common stock outstanding at any time. Each Option shall be granted at an
exercise price per share equal to the closing price of a share of SoCal common
stock on the OTCBB (or such other exchange or quotation system on which SoCal
common stock is primarily traded, as determined by the Board) on the applicable
Grant Date. The terms and conditions of each Option, including without
limitation any applicable vesting and forfeiture conditions, shall be set forth
in a Stock Option Agreement substantially in the form attached hereto as Exhibit
A, to be entered into by the Company and Executive (the "Option Agreement").Each Option shall, subject to the provisions of this Section 5, be
governed in all respects by the terms of the Plan and the applicable Option
Agreement.




6. BENEFITS AND VACATION. During
the Term, (i) Executive and his dependents shall be eligible as of the Effective
Date to participate in Company's medical and dental insurance programs at the
Company's expense, (ii) Executive shall be eligible to participate in all
incentive, savings and retirement plans, practices, policies and programs
maintained or sponsored by the Company from time to time which are applicable to
other senior executives of the Company, including without limitation, a Company
401(k) plan, subject to the terms and conditions thereof, and (iii) Executive
shall be eligible for standard benefits, such as paid time off and holidays, to
the extent applicable generally to other senior executives of the Company, provided
that, during the Termn, Executive shall be entitled to no less than twenty (20)
vacation days per year (i.e.,four weeks of vacation), pro-rated for any partial year of service, in
all cases, subject to the terms and conditions of the applicable Company plans
or policies. In addition, without limiting the generality of the foregoing, the
Company shall make available to Executive any long-term disability insurance
policy which it may provide for other senior executives of the Company on the
same terms and conditions as are made available to such other senior
executives.




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7. EXPENSES. During the Term,
Executive shall be entitled to receive prompt reimbursement of all reasonable
business expenses incurred by Executive in accordance with Company expense
reimbursement policy applicable to its senior executives, as in effect from time
to time, including expenses of up to $600 per month, pro-rated for any partial
month of service, associated with the purchase or lease, operation and
maintenance, of an automobile. To the extent that any such expenses are deemed
to constitute compensation to Executive, including without limitation any auto
reimbursement expenses, such expenses shall be reimbursed by December 31 of the
year following the year in which the expense was incurred. The amount of any
such expenses reimbursed in one year shall not affect the amount eligible for
reimbursement in any subsequent year and Executive's right to reimbursement of
any such expenses shall not be subject to liquidation or exchange for any other
benefit.




8. TERMINATION OF
EMPLOYMENT.





(a)Termination
Without Cause.The Company may terminate Executive'semployment without Cause
(as defined below) at any time during the Term upon thirty (30)days' written notice provided to
Executive in accordance with Section 10 below, or in theCompany's sole discretion, payment of
Executive's Base Salary for such period in lieu of notice. If Executive has a
"separation from service" (within the meaning of Section 409A(a)(2)(A)(i) ofthe Internal Revenue Code
of 1986, as amended, and Treasury Regulation Section 1.409A-1(h))("Separation from Service")by the Company without
Cause, the Company shall promptly or,in the case of obligations described in
clause (iv) below, as such obligations become due, pay orprovide to Executive, (i) Executive's
earned but unpaid base salary accrued through the date ofsuch Separation from Service (the"Termination Date"),(ii) accrued but unpaid
vacation timethrough the
Termination Date, (iii) reimbursement of any business expenses incurred byExecutive prior to the
Termination Date that are reimbursable under Section 7 above, (iv) anyvested benefits and other
amounts due to Executive under any plan, program or policy of the Company, and
(v) any payment in lieu of notice of termination under this Section 8(a)
(together,the"Accrued Obligations").In addition, subject to
Section 8(e) below and Executive'sexecution and non-revocation of a
binding release in accordance with Section 8(f) below, in theevent of a termination of Executive's
employment by the Company without Cause, the Companyshall pay or provide to Executive (the"Severance"):





(x) a
lump-sum cash payment equal to the sum of (A) Executive's Base Compensation at
the rate in effect as of the Termination Date, plus (B) a pro rata portion of
Executive's target annual bonus for the calendar year in which the Termination
Date occurs, determined by multiplying the target bonus by a fraction, the
numerator of which equals the number of days elapsed in the calendar
year of termination through the Termination Date and the denominator of which
equals 365, and






(y) at
the Company's expense, continuation of group healthcare coverage for Executive
and his legal dependents until the earlier of twelve months from the Termination
Date or such time as Executive becomes eligible to receive medical benefits
under another group health plan, provided that Executive properly elects
continuation healthcare coverage under Section 4980B of the Internal Revenue
Code and the regulations thereunder; following such continuation period, any
further continuation of such coverage under applicable law shall be at
Executive's sole expense.





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Subject to Section 8(e) below, the Severance amounts described in Section
8(a)(x) above shall be paid to Executive no later than 15 calendar days
following the Termination Date, which payment schedule is intended to satisfy
the short-deferral exemption under Treasury Regulation Section
1.409A-1(b)(4).


(b)  Resignation.Executive may terminate
his employment at any time upon thirty (30) days' written notice provided to
Company in accordance with Section 10 below, provided,that the Company
may, in its sole discretion, waive such notice period without payment in lieu
thereof.
  (c) Death;
Disability.If
Executive dies during the Term or his employment is terminated due to his total
and permanent disability (as determined by the Board), Executive or his estate,
as applicable, shall be entitled to receive the Accrued Obligations promptly or,
in the case of benefits described in Section 8(a)(iv) above, as such obligations
become due.
  (d) Cause.The Company may
terminate Executive's employment for Cause by providing notice to Executive in
accordance with Section 10 below. If the Company terminates Executive's
employment for Cause, Executive shall be entitled to receive the Accrued
Obligations promptly or, in the case of benefits described in Section 8(a)(iv)
above, as such obligations become due.
  (e) Potential
Six-Month Delay.Notwithstanding anything to the contrary in this Agreement, compensation
and benefits that become payable in connection with a termination of employment
(if any), including without limitation any Severance payments, shall be paid to
Executive during the 6-month period following his Separation from Service only
to the extent that the Company reasonably determines that paying such amounts at
the time or times indicated in this Agreement will not cause Executive to incur
additional taxes under Section 409A of the Internal Revenue Code of 1986, as
amended (together with Department of Treasury regulations issued thereunder,
"Section 409A").If the payment of any such amounts is delayed as a result of the previous
sentence, then on the first business day following the end of such 6- month
period (or such earlier date upon which such amount can be paid under Section
409A without being subject to such additional taxes, including as a result of
Executive's death), the Company shall pay to Executive a lump-sum amount equal
to the cumulative amount that would have otherwise been payable to Executive
during such 6-month period.
  (f) Release.Executive's right to
receive the Severance payments and benefits set forth in this Section 8 is
conditioned on and subject to the execution and non-revocation by Executive of a
general release of claims against the Company, in a form reasonably acceptable
to the Company.
  (g) Termination of
Offices and Directorships.Upon termination of
Executive's employment for any reason, Executive shall be deemed to have
resigned from all offices and directorships, if any, then held with the Company
or any affiliate, and shall take all actions reasonably requested by the Company
to effectuate the foregoing.
  (h) Definitions.For purposes of this
Agreement:





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(i) "Cause"shall
mean (A) Executive willfully fails to perform or habitually neglects the duties
which Executive is required to perform hereunder, (B) Executive willfully
engages in illegal activity which materially adversely affects the Company's
reputation in the community or which evidences Executive's lack of fitness or
ability to perform his duties as reasonably determined by the Board and the
Company's Chief Executive Officer in good faith, (C) Executive willfully engages
in the falsification of reports or makes material, intentional
misrepresentations or omissions of information supplied to the Bank, SoCal or to
regulatory agencies, (D) Executive willfully commits any act which would cause
termination of coverage under the Bank's Bankers' Blanket Bond, (E) Executive
willfully breaches a fiduciary duty, exhibits dishonesty or deliberately or
repeatedly disregards material policies or procedures of the Company, (F)
Executive refuses or fails to act in accordance with any lawful direction or
order of the Board or the Company's Chief Executive Officer, in either case,
that is consistent with Executive's duties and responsibilities as Chief
Financial Officer, as described in Section 2 above, (G) Executive breaches this
Agreement in any material respect, (H) Executive willfully engages in conduct or
acts of moral turpitude that are materially injurious to the Company or any of
its subsidiaries and affiliates, (I) Executive is suspended or temporarily or
permanently removed or prohibited from participating in the conduct of the
business of the Company by the FDIC, DFI, FRB or any other banking authority, or
(J) the Bank is in default under the provisions of 12 U.S.C. Section 1813(x)(1).
Notwithstanding the foregoing, Executive's employment with the Company shall not
be deemed to have been terminated for Cause unless the Company provides written
notice to Executive in accordance with Section 10 below of its intention to
terminate his employment for Cause, setting forth the specific facts or
circumstances constituting Cause and, in the case of facts or circumstances that
are capable of cure, Executive has failed to cure such circumstances within
fifteen days of such notice.




(ii)"Change of Control"shall mean have the meaning ascribed to the term "Acquisition" in the
SoCal 2007 Equity Incentive Plan.




9. INTERNAL REVENUE CODE SECTION280G.If all orany
portion of the amounts payable to Executive under this Agreement, either alone
or together with other payments to which Executive is or may become entitled,
constitute "excess parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code")that
are subject to the excise tax imposed by Section 4999 of the Code (or similar
tax and/or assessment), then Executive shall be responsible for the payment of
such excise taxes and the Company
(and its successor) shall be responsible for any loss of deductibility thereto;
provided,however,that the Company and
Executive shall cooperate with each other and use commercially reasonable
efforts to minimize, to the greatest extent possible (but subject to applicable
law), the amount of excise taxes imposed under Section 4999 of the Code by
virtue of Section 280G of the Code. The determination of the amount of any such
excise taxes shall be made by the independent accounting firm employed by the
Company immediately prior to the change in control or such other independent
accounting firm or advisor as may be selected by the Company, subject to
Executive's approval, which shall not be unreasonably withheld.
  6
 10.NOTICE. Any notice or other
communication required or permitted under this Agreement shall be effective only
if it is in writing and delivered personally or sent by fax, email or registered
or certified mail, postage prepaid, addressed as follows (or if it is sent
through any other method agreed upon by the parties):


If to the
Company:





Belvedere
SoCal


1
Maritime Plaza


Suite
825


San
Francisco, CA 94111


Attention:
Executive Chairman of the Board





If to
Executive: to Executive's most current home address on file with the Company's
Human Resources Department, or to such other address as any party hereto may
designate by notice to the other in accordance with this Section 10, and shall
be deemed to have been given upon receipt.





11.COVENANTS.


(a) Noncompetition,
Nonsolicitation and Nondisclosure by Executive.





(i) Executive
hereby agrees that he shall not, during the Term and for the twelve (12)-month
period immediately following termination of Executive's employment hereunder
(the "Restricted
Period"),directly or indirectly, whether as an employee, employer,
consultant, agent, principal, stockholder, officer, director, or in any other
individual or representative capacity, engage or participate in any competitive
banking or financial services business.




(ii)Executive hereby
agrees that he shall not, during the Restricted Period, solicit, encourage or
assist, directly, indirectly or in any manner whatsoever, (A) any employees of
the Company or its affiliates or subsidiaries (including any former employees
who voluntarily terminated employment with the Company within a twelve
(12)-month period prior to Executive's termination of employment with the
Company) to resign or to apply for or accept employment with any other
competitive banking or financial services business within the counties in
California in which the Company has located its offices; or (B) any customer,
person or entity that has a business relationship with the Company or, during
the twelve (12)-month period
prior to Executive's termination of employment with the Company, was engaged in
a business relationship with the Company, to terminate such business
relationship and engage in a business relationship with any other competitive
banking or financial services business within the counties in California in
which the Company has located its offices.





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(b) Disclosure of
Information.Executive shall not, at any time, without the prior written
consent of the Board or except as required by law to comply with legal process
including, without limitation, by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or similar
process, disclose to anyone any financial information, trade or business
secrets, customer lists, computer software or other information concerning the
business or operations of the Company or its affiliates or subsidiaries;
provided, that such information shall not include information (i) in or which
enters the public domain (other than by breach of Executive's obligations
hereunder), (ii) acquired by Executive other than in connection with his
employment, or (iii) that is disclosed to Executive by a third party not
obligated to the Company to keep such infolination confidential. Executive
further recognizes and acknowledges that any financial information concerning
any customers of the Company or its affiliates or subsidiaries is strictly
confidential and is a valuable, special and unique asset of the Company's
business. Executive shall not, at any time, without such consent or except as
required by law, disclose to anyone said financial information or any part
thereof, for any reason or purpose whatsoever. In the event Executive is
required by law to disclose such information described in this Section 11(b),
Executive will provide the Company with immediate notice of such request so that
it may consider seeking a protective order. If, in the absence of a protective
order or the receipt of a waiver hereunder, Executive is nonetheless, in the
opinion of knowledgeable counsel, compelled to disclose any of such information
to any tribunal or any other party or else stand liable for contempt or suffer
other material censure or material penalty, then Executive may disclose (on an
"as needed" basis only) such information to such tribunal or other party without
liability hereunder. Notwithstanding the foregoing, Executive may disclose such
information concerning the business or operations of the Company and its
affiliates and subsidiaries as reasonably necessary in the proper performance of
Executive's duties and responsibilities hereunder or as may be required by the
FRB, DFI, FDIC or other regulatory agency having jurisdiction over the
operations of the Company in connection with an examination of the Company or
other proceeding conducted by such regulatory agency.




(c) Non-Disparagement.During the Term and for a period of twelve (12) months following
termination of this Agreement and Executive's employment hereunder, (i)
Executive agrees that he shall not publicly or privately disparage, defame or
criticize the Company, its affiliates, subsidiaries, officers or directors, and
(ii) the Company agrees that none of its officers or directors shall publicly or
privately disparage, defame or criticize Executive.




(d) Written, Printed
or Electronic Material.All written, printed and electronic material,
notebooks and records including, without limitation, computer disks used by
Executive in performing duties for the Company, other than Executive's personal
address lists, telephone lists, notes and diaries, are and shall remain the sole
property of the Company. Upon termination of Executive's employment or earlier
request by the Company, Executive shall promptly return all such materials
(including all copies, extracts and summaries thereof) to the
Company.




(e) Breach of
Covenants.Executive acknowledges that a breach by him of any of the covenants or
restrictions contained in this Section 11 will cause irreparable damage to the
Company, the exact amount of which will be difficult to ascertain, and that the
remedies at law for any such breach will be inadequate. Accordingly, Executive
agrees that if he breaches or attempts to breach any such covenants or
restrictions, the Company shall be entitled to temporary or permanent injunctive
relief with respect to any such breach or attempted breach (in addition to any
other remedies, at law or in equity, as may be available to the Company),
without posting bond or other security.


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12.INDEMNIFICATION. The Company
shall defend and indemnify Executive, to the extent permitted by law, if he
becomes a party or is threatened to be made a party in any action brought by a
third party against Executive (whether or not the Bank or SoCal is joined as a
party defendant) against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with said action if
Executive acted in good faith and in a manner Executive reasonably believed to
be in the best interests of the Company (and, with respect to a criminal
proceeding, if Executive had no reasonable cause to believe his conduct was
unlawful), provided that the alleged conduct of Executive arose out of and was
within the course and scope of his employment as an officer or director of the
Company.




13.REPRESENTATIONS. Executive
hereby represents and warrants to the Company that (a) Executive is entering
into this Agreement voluntarily and that the performance of his obligations
hereunder will not violate any agreement between Executive and any other person,
firm, organization or other entity, and (b) Executive is not bound by the terms
of any agreement with any previous employer or other party to refrain from
competing, directly or indirectly, with the business of such previous employer
or other party that would be violated by his entering into this Agreement and/or
providing services to the Company pursuant to the terms of this
Agreement.




14.CODE SECTION 409A. Certain
payments and benefits under this Agreement may constitute "nonqualified deferred
compensation" within the meaning of Section 409A. To the extent applicable, this
Agreement shall be interpreted in accordance with Section 409A. Notwithstanding
any provision of this Agreement to the contrary, if at any time Executive and
the Company mutually determine that any payments or benefits payable hereunder
may be subject to Section 409A, the parties shall work together to adopt such
amendments to this Agreement or take any other actions that the parties
determine are necessary or appropriate to (i) exempt such payments and benefits
from Section 409A and/or preserve the intended tax treatment of such payments or
benefits, or (ii) comply with the requirements of Section 409A and thereby avoid
the application of penalty taxes under Section 409A.




15.WITHHOLDING. The Company may
withhold from any amounts payable under this Agreement such federal, state,
local or foreign taxes as shall be required to be withheld pursuant to any
applicable law or regulation.




16.ENTIRE AGREEMENT. As of the
Effective Date, this Agreement, together with any Option Agreement(s),
constitutes the final, complete and exclusive agreement between Executive and
the Company with respect to the subject matter hereof and replaces and
supersedes any and all other agreements, offers or promises, whether oral or
written, made to Executive by the Company
or any representative thereof, including without limitation, that certain
employment agreement between Executive and PBB, dated October 2, 2006. Executive
agrees that any such agreement, offer or promise is hereby terminated and will
be of no further force or effect, and that upon his execution of this Agreement,
Executive will have no right or interest in or with respect to any such
agreement, offer or promise.




17.AMENDMENT. The terms of this
Agreement may not be amended or modified other than by a written instrument
executed by the parties hereto or their respective successors.




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18.ACKNOWLEDGEMENT. Executive
hereby acknowledges (a) that Executive has consulted with or has had the
opportunity to consult with independent counsel of his own choice concerning
this Agreement, and has been advised to do so by the Company, and (b) that
Executive has read and understands this Agreement, is fully aware of its legal
effect, and has entered into it freely based on his own judgment.




19.GOVERNING LAW. This Agreement
shall be governed by and construed in accordance with the laws of the State of
California, without regard to conflicts of laws principles thereof.




20.NO WAIVER. Failure by either
party hereto to insist upon strict compliance with any provision of this
Agreement or to assert any right such party may have hereunder shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.




21.ASSIGNMENT. This Agreement is
binding on and for the benefit of the parties hereto and their respective
successors, heirs, executors, administrators and other legal representatives.
Neither this Agreement nor any right or obligation hereunder may be assigned by
Executive.




22.SEVERABILITY. The invalidity
or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this
Agreement.




23.CONSTRUCTION. The parties
hereto acknowledge and agree that each party has reviewed and negotiated the
terms and provisions of this Agreement and has had the opportunity to contribute
to its revision. Accordingly, the rule of construction to the effect that
ambiguities are resolved against the drafting party shall not be employed in the
interpretation of this Agreement. Rather, the terms of this Agreement shall be
construed fairly as to all parties hereto and not in favor or against any party
by the rule of construction abovementioned.




24.COUNTERPARTS. This Agreement
may be executed in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.




25.CAPTIONS. The captions of this
Agreement are not part of the provisions hereof, rather they are included for
convenience only and shall have no force or effect.





[SIGNATURE
PAGE FOLLOWS]




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.








BELVEDERE
      SOCAL/s/
      Michael
      McCall
            
            By:/s/ Alan
      LaneMichael
      McCall
            
            Name:
      Alan J. Lane("Executive")
            
            Title:
      Executive ChairmanSOCAL
      BANKBy:/s/ Alan
      LaneName:
      Alan J. LaneTitle:
      Executive Chairman






11


FIRST
AMENDMENT TO


EMPLOYMENT
AGREEMENT
  THIS
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "FirstAmendment"),is entered into
as of January 2, 2008, by and between Belvedere SoCal ("SoCal"),SoCal Bank (the
"Bank")and Michael
McCall ("Executive").Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to such terms in the Employment Agreement (as defined
below).
  WHEREAS,
SoCal and the Bank (collectively, the "Company")and Executive have
entered into that certain Employment Agreement (the "Employment Agreement"),dated
as of November 23, 2007, which sets forth the terms and conditions of
Executive's employment by the Company;
  WHEREAS,
Section 17 of the Employment Agreement provides that the Company and Executive
may amend the Employment Agreement by written instrument; and
  WHEREAS,
the Company and Executive desire to amend the Employment Agreement as set forth
in this First Amendment;
  WHEREAS,
SoCal, Spectrum Bank and certain other parties have entered into that certain
Agreement to Merge and Plan of Reorganization, dated as of July 13, 2007,
pursuant to which the parties thereto intend that a wholly owned subsidiary of
SoCal merge with and into Spectrum Bank (the "Spectrum
Merger");
  WHEREAS,
subsequent to the execution of the Employment Agreement, the Bank legally
changed its name to "Professional Business Bank."
  NOW,
THEREFORE, in consideration of the premises set forth herein and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Company and Executive hereby amend the Employment Agreement as
follows, effective as of December 21, 2007:
  1.Section
3 of the Employment Agreement is hereby amended by adding the following
provision to the end of such Section:
  "Notwithstanding
the foregoing, in the event that SoCal consummates an acquisition transaction
and within one (1)year
following such transaction the gross value of SoCal's assets (as determined by
the Board in its sole and absolute discretion) exceeds $650 million (the date of
any such determination, the "Threshold Date") ,provided that Executive remains employed by the Company through the
Threshold Date, Executive's Base Compensation shall be increased to $250,000 per
year immediately following the Threshold Date."
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  2.Section
5 of the Employment Agreement is hereby amended and restated in its
entirety as follows:
  "5.STOCK
OPTIONS.
  (a)  Provided
that Executive is then employed by the Company, SoCal shall, upon the earlier to occur of
February 29, 2008 or the thirtieth calendar day(or, if not a trading day, the next
succeeding trading day) following theconsummation of the Spectrum Merger
(the earlier such date, the"Initial GrantDate"),grant to Executive a nonqualified stock
option to purchase a number ofshares of SoCal common stock equal to
0.60% of the total number of shares ofSoCal common stock outstanding as of
the Initial Grant Date (the"InitialOption").
  (b)  In
addition, provided that Executive is then employed by the Company, in the event that the Spectrum
Merger is consummated after February29, 2008, and the total number of
shares of SoCal common stock outstanding immediately following the consummation
of the Spectrum Merger exceeds the total number of shares of SoCal common stock
outstanding as of February 29,2008, then SoCal shall, on the
thirtieth calendar day (or, if not a trading day, thenext succeeding trading day) following
the consummation of the SpectrumMerger, grant to Executive a
nonqualified stock option to purchase a number ofshares of SoCal common stock equal to
0.60% of the excess of the total number of shares of SoCal common stock
outstanding immediately following theconsummation of the Spectrum Merger
over the total number of shares of SoCalcommon stock outstanding as of February
29, 2008 (the "SpectrumMake-WholeOption").
  (c) In
addition, provided that Executive is then employed by the Company,
in the event that, no later than eighteen months after the Effective Date, (i)
the Company consummates an acquisition transaction (other than the Spectrum
Merger) in which the holders of SoCal common stock immediately prior to such
transaction continue, immediately after such transaction, to control more than
50% of the total outstanding shares of SoCal Common Stock (or equity securities
of the surviving entity if SoCal is not the surviving entity (any such equity
securities, "New Equity")),and (ii) the total number of shares of SoCal common stock (or New Equity)
outstanding immediately after the consummation of such acquisition transaction exceeds the
total number of shares of SoCal common stockoutstanding immediately prior to the
consummation of such transaction, as determined in the sole and absolute
discretion of the Company (any such excess, the"Transaction Share Increase"),then SoCal (or the
surviving entity) shall, onthe thirtieth calendar day (or, if not
a trading day, the next succeeding trading day)following the consummation of such
acquisition, grant to Executive anonqualified option to purchase a
number of shares of SoCal common stock (or New Equity) equal to 0.60% of the
Transaction Share Increase (the"Subsequent
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    Acquisition Make-Whole Option"and, together with the Initial Option and the Spectrum Make-Whole Option,
the "Options").
  (d) Each
Option shall be granted at an exercise price per share equal to the closing price of a share of SoCal
common stock on the OTCBB on theapplicable date of grant. The terms and
conditions of each Option, including without limitation any applicable
vesting and forfeiture conditions, shall be setforth in a Stock Option
Agreement substantially in the form attached hereto as Exhibit A, to be
entered into by the Company and Executive (the "OptionAgreement").Each Option
shall, subject to the provisions of this Section 5, be governed in all respects
by the terms of the Plan and the applicable Option Agreement."
  3.  For all
purposes of the Employment Agreement, as used in the Employment Agreement,
the term "Bank" is hereby deemed to refer to the Professional Business
Bank.
  4.  This
First Amendment shall be and is hereby incorporated in and forms a part of the
Employment Agreement.
  5.Exceptas amended and set forth
herein, the Employment Agreement shall continue
in full force and effect.
  [Signature
Page Follows]
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    IN
WITNESS WHEREOF, this First Amendment has been executed and delivered by the
parties hereto.
 
 BELVEDERE
      SOCALBy:
      /s/ Alan LaneName:
      Alan LaneTitle:
      Executive ChairmanPROFESSIONAL
      BUSINESS BANK (formerly SOCAL BANBy:
      /s/ Alan LaneName:
      Alan LaneTitle:
      Executive Chairman
 
 
 
 
 EXECUTIVE
 
 /s/
Michael McCall
 Michael
McCall
     4




SECOND
AMENDMENT TO
 EMPLOYMENT
AGREEMENT
  RECITALS
  Belvedere
SoCal ("SoCal"),Professional Business Bank (the "Bank"and, together with
SoCal, the "Company")and Michael McCall ("Executive")previously
entered into an employment agreement, dated as of November 23, 2007 and amended
January 2, 2008 (the "Employment Agreement").The
Company and Executive desire to amend certain provisions of the Employment
Agreement pursuant to this Second Amendment to Employment Agreement (the "Amendment"),dated January
23, 2008, in accordance with the provisions of Section 17 of the Employment
Agreement. For good and valuable consideration, receipt of which is hereby
acknowledged by both the Company and Executive, the Company and Executive hereby
amend the Employment Agreement as follows:
  AMENDMENT
  1. 
Section 11 of the Employment Agreement is deleted and replaced in its entirety
with the following:
  11.COVENANTS.
  (a)Noncompetition,
Nonsolicitation and Nondisclosure by Executive.
  (i)  Executive
hereby agrees that he shall not, during the Term, directly or indirectly,
whether as an employee, employer, consultant, agent, principal, stockholder,
officer, director, or in any other individual or representative capacity, engage
or participate in any competitive banking or financial services
business.
  (ii)  Executive
hereby agrees that he shall not, during the Term and for the twelve (12)-month
period immediately following termination of Executive's employment hereunder
(the "Restricted Period"),solicit, encourage or assist, directly, indirectly or in any manner
whatsoever, any employees of the Company or its affiliates or subsidiaries
(including any former employees who voluntarily terminated employment with the
Company within a twelve (12)-month period prior to Executive's termination of
employment with the Company) to resign or to apply for or accept employment with
any other competitive banking or financial services business within the counties
in California in which the Company has located its offices. In addition,
Executive hereby agrees that he shall not, at any time, use any Proprietary
Information (as defined below) to solicit, encourage or assist, directly,
indirectly or in any manner whatsoever, any customer, person or entity that has
a business relationship with the Company or, during the twelve (12)-month period
prior to Executive's termination ofemployment with
the Company, was engaged in a business relationship with the Company, to
terminate such business relationship and engage in a business relationship with
any other competitive banking or financial services business within the counties
in California in which the Company has located its offices.
  
 1
  (b) Disclosure of
Information.Executive
shall not, at any time, without the prior written consent of the Board or except
as required by law to comply with legalprocess including, without
limitation, by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigative demand or similar process, disclose to
anyone any financial information, trade or business secrets, customer lists,
computer software or other information concerning the business or operations
of the Company or its affiliates orsubsidiaries (the "Proprietary Information");provided, that Proprietary Information shall not include information (i)
in or which enters the public domain (other than by breach of Executive's
obligations hereunder), (ii) acquired by Executive other than in connection with
his employment, or (iii) that is disclosed to Executive by a third party not
obligated to the Company to keep such information confidential. Executive
further recognizes and acknowledges that any financial information concerning
any customers of the Company or its affiliates or subsidiaries is strictly
confidential and is a valuable, special and unique asset of the Company's
business which also constitutes Proprietary Information. Executive shall not, at
any time, without such consent or except as required by law, disclose to anyone
said financial information or any part thereof, for any reason or purpose
whatsoever. In the event Executive is required by law to disclose such
information described in this Section 11(b), Executive will provide the Company
with immediate notice of such request so that it may consider seeking a
protective order. If, in the absence of a protective order or the receipt of a
waiver hereunder, Executive is nonetheless, in the opinion of knowledgeable
counsel, compelled to disclose any of such information to any tribunal or any
other party or else stand liable for contempt or suffer other material censure
or material penalty, then Executive may disclose (on an "as needed" basis only)
such information to such tribunal or other party without liability hereunder.
Notwithstanding the foregoing, Executive may disclose such information
concerning the business or operations of the Company and its affiliates and
subsidiaries as reasonably necessary in the proper performance of Executive's
duties and responsibilities hereunder or as may be required by the FRB, DFI,
FDIC or other regulatory agency having jurisdiction over the operations of the
Company in connection with an examination of the Company or other proceeding
conducted by such regulatory agency.
  (c)  Non-Disparagement.During the Term and for a period of twelve (12) months
following termination of this Agreement and Executive's employment hereunder,
(i) Executive agrees that he shall not publicly or privately disparage, defame
or criticize the Company, its affiliates, subsidiaries, officers or directors,
and (ii) the Company agrees that none of its officers or directors shall
publicly or privately disparage, defame or criticize Executive.
  (d)  Written,
Printed or Electronic Material.All written, printed and electronic
material, notebooks and records including, without limitation, computer disks
used by Executive in performing duties for the Company, other than Executive's
personal address lists, telephone lists, notes and diaries, are and shall remain
the sole property of the Company. Upon termination of Executive's employment or
earlier request by the Company, Executive shall promptly return all such
materials (including all copies, extracts and summaries thereof) to the
Company.
  (e)  Breach
of Covenants.Executive acknowledges that a breach by him of any of
the covenants or restrictions contained in this Section 11 will cause
irreparable damage to the Company, the exact amount of which will be difficult
to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, Executive agrees that if he breaches or attempts to
breach any such covenants or restrictions, the Company shall be entitled to
temporary or permanent injunctive relief with respect to any such breach or
attempted breach (in addition to
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  any other
remedies, at law or in equity, as may be available to the Company), without
posting bond or other security.
  ******************
  The
modifications to the Employment Agreement contained in this Amendment shall,
except as expressly provided otherwise herein, take effect from and after the
date of this Amendment. Except as expressly provided herein, all terms and
conditions of the Employment Agreement shall remain in full force and
effect.
  IN WITNESS WHEREOF,Executive, Belvedere SoCal and Professional Business Bank have executed
this Amendment as of the date first above written.
 
 
 EXECUTIVE/s/
      Michael McCallMichael
      MCallBELVEDERE
      SOCALBy:
      /s/ Alan LaneName:
      Alan LaneTitle:
      Executive ChairmanPROFESSIONAL
      BUSINESS BANK (formerly SoCal Bank)By:
      /s/ Alan LaneName:
      Alan LaneTitle:
      Executive Chairman