THE APPROPRIATE SUBSIDIARY OR SUBSIDIARIES
OF THE COMPANY, AND THAT THE INDEMNIFICATION CONTAINED IN THIS AGREEMENT SHALL
APPLY ONLY TO THE EXTENT THAT ONE OR MORE OF THE SUBSIDIARIES FOR ANY REASON
REFUSES OR FAILS TO FULLY INDEMNIFY INDEMNITEE UNDER THE TERMS OF SUCH
SUBSIDIARY'S INDEMNITY AGREEMENT, OR IS PROHIBITED BY ANY POLICY, STATUTE OR
REGULATION.
22.
ENTIRE AGREEMENT. EXCEPT AS PROVIDED IN SECTIONS 3 AND 21 HEREOF,
THIS AGREEMENT REPRESENTS AND CONTAINS THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN AND AMONG THE PARTIES, AND ALL PREVIOUS STATEMENTS OR UNDERSTANDINGS,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER
HEREOF ARE FULLY AND COMPLETELY EXTINGUISHED AND SUPERSEDED BY THIS AGREEMENT.
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23.
AMENDMENT AND TERMINATION.
NO AMENDMENT, MODIFICATION,
TERMINATION OR CANCELLATION OF THIS AGREEMENT SHALL BE EFFECTIVE UNLESS IN
WRITING SIGNED BY BOTH PARTIES HERETO.
24.
NO DUPLICATION OF PAYMENTS.
THE COMPANY SHALL NOT BE LIABLE UNDER
THIS AGREEMENT TO MAKE ANY PAYMENT IN CONNECTION WITH ANY CLAIM MADE AGAINST
INDEMNITEE TO THE EXTENT THAT INDEMNITEE HAS ACTUALLY RECEIVED PAYMENT (UNDER
ANY INSURANCE POLICY, BYLAW OR OTHERWISE) OF THE AMOUNTS OTHERWISE INDEMNIFIABLE
UNDER THIS AGREEMENT.
25.
HEADINGS.
THE HEADINGS OF THE SECTIONS OF THIS AGREEMENT ARE
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT BE DEEMED TO CONSTITUTE PART OF THIS
AGREEMENT OR TO AFFECT THE CONSTRUCTION THEREOF.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the date specified above.
PACWEST BANCORP
401 West "A" Street
San Diego, CA 92101
By
Name:
Michael L. Thompson
Title:
Executive Vice President and Director, Human Resources
AGREED TO AND ACCEPTED:
INDEMNITEE:
401 West "A" Street
San Diego, CA 92101
Name:
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