Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2024

CALIFORNIA BANCORP

(Exact name of registrant as specified in its charter)

California

001-41684

84-3288397

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12265 El Camino Real, Suite 210
San Diego, California		92130
(Address of principal executive offices)		(Zip Code)

(844) 265-7622

(Registrant’s telephone number, including area code)

Southern California Bancorp

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock	BCAL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Introductory Note

This Current Report on Form 8-K is being filed in connection with the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024, by and between Southern California Bancorp, a California corporation (the “Company”), and California BanCorp, a California corporation (“CBC”).

Effective as of July 31, 2024 (the “Closing Date”), the Company completed its previously announced all-stock combination with CBC (the “Closing”). Pursuant to the Merger Agreement, on the Closing Date, CBC was merged with and into the Company (the “Merger”) at the effective time of the Merger (the “Effective Time”), with the Company continuing as the surviving corporation. Immediately following the Merger, California Bank of Commerce, a California state-chartered bank and wholly-owned subsidiary of CBC, merged with and into Bank of Southern California, National Association, a national banking association and wholly-owned subsidiary of the Company (“Company Bank”), with Company Bank as the surviving bank (the “Bank Merger”, and collectively, with the Merger, the “Mergers”). In connection with the consummation of the Mergers, the Company was renamed California BanCorp and Company Bank was renamed California Bank of Commerce, N.A.

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of common stock, no par value, of CBC (“CBC Common Stock”) outstanding immediately prior to the Effective Time was converted into the right to receive 1.590 shares (the “Exchange Ratio”) of common stock, no par value, of the Company (“Company Common Stock”), with cash (without interest) paid in lieu of fractional shares.

In addition, as a result of the Merger, at the Effective Time, each unvested and outstanding CBC restricted stock unit held by a non-continuing CBC director or employee vested and converted to the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio, and all other unvested restricted stock units held by continuing directors and employees were assumed by the Company. In addition, each CBC stock option, whether or not then exercisable, that was outstanding immediately prior to the Closing was canceled and exchanged for the right to receive an amount of cash equal to the product of (x) the total number of shares of CBC Common Stock subject to such option and (y) the excess, if any, of (A) the product of (1) $14.45, which is the volume weighted average price of Company Common Stock on each of the last ten trading days ending on the fifth trading day immediately prior to the Closing, and (2) the Exchange Ratio, over (B) the exercise price per share under such option, less applicable taxes required to be withheld with respect to such payment.

The total aggregate consideration delivered to holders of CBC Common Stock in the Merger was approximately 13,567,730 shares of Company Common Stock. The issuance of shares of Company Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-4 (File No. 333-279436) filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 15, 2024 and declared effective on June 5, 2024.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

At the Effective Time, in connection with the Merger, the Company assumed CBC’s obligations with respect to an aggregate principal amount of $55.0 million of subordinated notes, comprised of (a) $20.0 million in aggregate principal amount of Fixed to Floating Rate Junior Subordinated Notes due 2030 (the “2030 Notes”) and (b) $35.0 million in aggregate principal amount of Junior Subordinated Notes due 2031 (the “2031 Notes”). The 2030 Notes, which were issued in 2020, have a fixed interest rate of 5.00% for the first five years, and thereafter, a quarterly variable interest rate equal to then current three-month term Secured Overnight Financing Rate (“SOFR”) plus 0.488%. The 2031 Notes, which were issued in 2021, have a fixed interest rate of 3.50% for the first five years and thereafter a quarterly variable interest rate equal to then current three-month term SOFR plus 0.286%.

The 2031 Notes were issued pursuant to an indenture, and obligations under the 2031 Notes and indenture were assumed by the Company by supplemental indenture. The indenture and supplemental indenture pursuant to which the Company assumed the 2031 Notes have not been filed herewith pursuant to Item 601(b)(4)(iii) of Regulation S-K under the Securities Act. The Company agrees to furnish a copy of such indentures to the Commission upon request.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Board of Directors

At the Effective Time and in accordance with the terms of the Merger Agreement, (i) the following six (6) former directors of CBC were appointed to serve as directors on the Company’s board of directors (the “Board”), effective as of the Effective Time: Steven E. Shelton, Stephen A. Cortese, Andrew J. Armanino, Jr., Kevin J. Cullen, Rochelle G. Klein and Frank L. Muller (the “New Directors”). Other than the Merger Agreement, there are no arrangements between the New Directors and any other person pursuant to which the New Directors were selected as directors. There are no transactions in which any New Director has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between any New Director and any other director, executive officer or any person nominated or chosen by the Company to become a director or executive officer. Biographical information of the New Directors (other than for Mr. Shelton, which can be found below) can be found in the Annual Report on Form 10-K filed by CBC with the SEC on March 21, 2024. Board committee assignments have not yet been determined.

Each New Director that is a non-employee director will be entitled to the same compensation as is provided to the other non-employee directors of the Company and Company Bank. A description of this compensation is set forth under the heading “Director Compensation” on page 29 of the Company’s Definitive Proxy Statement for its 2024 Annual Meeting of Shareholders filed with the SEC on April 18, 2024 and is incorporated herein by reference.

The New Directors are expected to enter into the same form of indemnification agreement with the Company as the Company’s other directors and certain of the Company’s officers, which agreement supplements the indemnification provisions of the Company’s Articles of Incorporation and Bylaws by contractually obligating the Company to indemnify, and to advance expenses to, such persons to the fullest extent permitted by applicable law. The foregoing description of the indemnification agreement is not intended to be complete and is qualified in its entirety by reference to the form of indemnification agreement, which is filed at Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The New Directors join the following six (6) incumbent directors from SCB who will continue their service as directors of the Company: David I. Rainer, Frank D. Di Tomaso, Dr. Lester Machado, Richard Martin, David Volk and Anne Williams. In connection with the completion of the transactions contemplated by the Merger Agreement, Irwin Golds, Kaveh Varjavand and Anita Wolman (the “Retiring Directors”) retired from the SCB Board effective at the Effective Time. Such resignations were not the result, in whole or in part, of any disagreement between any of the Retiring Directors and the Company or its management.

Management

David I. Rainer. At the Effective Time, David I. Rainer became the Executive Chairman of the Company and Company Bank and stepped down from his position as Chief Executive Officer. As previously disclosed, on January 30, 2024, the Company and Company Bank entered into an Employment Agreement with Mr. Rainer (the “Rainer Employment Agreement”), which agreement became effective at the Effective Time. The Rainer Employment Agreement provides that Mr. Rainer will serve as Executive Chairman and Chair of the Boards of Company and Company Bank for a term of employment for four years, base salary of $55,000 per month, subject to review and adjustment, but not reduction, at the discretion of the Board and Mr. Rainer’s participation in the Company’s management incentive plan. The Company has agreed to grant Mr. Rainer a restricted share unit award equivalent to $750,000 of Company Common Stock, subject to vesting ratably over five years. Mr. Rainer will receive an automobile allowance of $1,500 per month and will be entitled to participate in Company Bank’s general benefit plans. The Rainer Employment Agreement provides that following his four-year term as Executive Chairman, Mr. Rainer will continue to serve as a director of the Company and Company Bank for one additional year. Mr. Rainer will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for “good reason” as defined in the Rainer Employment Agreement. Generally, if Mr. Rainer is terminated without cause or he resigns for good reason he will be entitled to 12 months’ then current base salary and health insurance premiums for 12 months for himself and his dependents. If Mr. Rainer is terminated or resigns for good reason in the context of a change in control transaction, he will be entitled to 36 months’ of his then current base salary, plus three times the average of his aggregate annual bonus for the three prior calendar years, plus six months’ health insurance premiums for himself and his dependents. The foregoing summary of the Rainer Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Thomas G. Dolan. As contemplated by the Merger Agreement, Thomas G. Dolan, the Company’s Executive Vice President, Chief Financial Officer and Chief Operating Officer, stepped down as Chief Operating Officer. Mr. Dolan continues to serve as the Company’s Executive Vice President and Chief Financial Officer. Mr. Dolan agreed to waive his right to any change in control benefits in connection with his resignation as Chief Operating Officer in connection with the Merger. Following the Merger, Mr. Dolan’s base salary will be increased by $50,000 per year to $450,000, and he will receive a restricted share unit award equivalent to $400,000 of Company Common Stock, subject to vesting ratably over five years.

Richard Hernandez. Richard Hernandez, the Company’s and Company Bank’s President, continues to serve in those positions. Following the Merger, Mr. Hernandez’s base salary will be increased by $50,000 per year to $425,000, and he will receive a restricted share unit award equivalent to $300,000 of Company Common Stock, subject to vesting ratably over five years.

Steven E. Shelton. At the Effective Time, Steven E. Shelton, the former Chief Executive Officer of CBC, was appointed the Chief Executive Officer of the Company and Company Bank. From 2018 until the Effective Time, Mr. Shelton, age 63, served as Chief Executive Officer of CBC and CBC Bank and as a member of their board of directors. He also served as President of CBC and CBC Bank from 2018 to 2023. Previously he served as Executive Vice President of CBC Bank since its organization in 2007. Prior thereto, Mr. Shelton served for 13 years in various executive management positions with CivicBank of Commerce in Oakland, California, most recently as its president.

As previously disclosed, on January 30, 2024, the Company and Company Bank entered into an Employment Agreement with Mr. Shelton (the “Shelton Employment Agreement”), which became effective at the Effective Time and pursuant to which he will serve as the Chief Executive Officer of the Company and Company Bank. The Shelton Employment Agreement provides for a term of employment for four years and automatically renews for a single one-year term absent notice of termination given by either Mr. Shelton or the Company or Company Bank and a base salary of $50,833.33 per month, subject to review and adjustment, but not reduction, at the discretion of the Board and Mr. Shelton’s participation in the Company’s management incentive plan. The Company has agreed to grant Mr. Shelton a restricted share unit award equivalent to $500,000 of Company Common Stock, subject to vesting ratably over four years. Mr. Shelton will receive an automobile allowance of $1,500 per month and will be entitled to participate in Company Bank’s general benefit plans. The Shelton Employment Agreement provides that Mr. Shelton will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for “good reason” as defined in the Shelton Employment Agreement. Generally, if Mr. Shelton is terminated without cause or he resigns for good reason he will be entitled to 12 months’ then current base salary and health insurance premiums for 12 months for himself and his dependents. If Mr. Shelton is terminated or resigns for good reason in the context of a change of control transaction, he will be entitled to 24 months’ of his then current base salary, plus two times the average of his aggregate annual bonus paid or payable in the three prior calendar years, plus six months’ health insurance premiums for himself and his dependents.

Company Bank assumed Mr. Shelton’s Executive Supplemental Compensation Agreement with CBC Bank dated May 7, 2018 (the “Shelton SERP”) and a corresponding Second Amended and Restated California Bank of Commerce Split Dollar Agreement effective January 13, 2019 (the “Shelton Split Dollar Agreement”). The SERP generally provides Mr. Shelton would, subject to vesting, receive annual payments equal to 25% (the “Target Benefit Amount”) of the average of his highest three years of base salary upon his retirement. On July 31, 2024, Company Bank and Mr. Shelton entered into that certain First Amendment to Supplemental Executive Retirement Plan (the “Shelton SERP Amendment”) increasing the Target Benefit Amount to 30% and providing that the Shelton SERP will vest in full if Mr. Shelton is terminated without cause.

The foregoing summaries of the Shelton Employment Agreement, the Shelton SERP, the Shelton SERP Amendment, and the Shelton Split Dollar Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, which are Exhibits 10.3. 10.4, 10.5 and 10.6 to this Current Report on Form 8-K, each of which are incorporated herein by reference.

Thomas A. Sa. At the Effective Time, Thomas A. Sa, the former President, Chief Financial Officer and Chief Operating Officer of CBC, became the Chief Operating Officer of the Company and Company Bank. Mr. Sa, age 62, served as President of CBC and CBC Bank from May 2023 to the Effective Time, and Chief Financial Officer and Chief Operating Officer of CBC and CBC Bank from May 2019 to the Effective Time. Prior to joining the CBC, Mr. Sa was an Executive Vice President of Western Alliance Bancorp from 2015 to 2019, most recently serving as Chief Risk Officer from November 2017 to May 2019. Prior to that, Mr. Sa held various executive roles including Executive Vice President, Chief Financial Officer of Bridge Bank, N.A. and its holding company, Bridge Capital Holdings from inception in 2001 until its merger with Western Alliance Bancorp in 2015. He was a director of Bridge Bank and Bridge Capital Holdings from 2010 to 2015.

As previously disclosed, on January 30, 2024, the Company and Company Bank entered into a Termination and Waiver Agreement with Mr. Sa, which terminated his employment agreement with CBC and CBC Bank effective as of the Effective Time, waived certain rights to severance compensation Mr. Sa has under his employment agreement with CBC and CBC Bank in the event of a change in control, provided for terms of employment for Mr. Sa with the Company and Company Bank after the Effective Time, and included a change in control agreement for Mr. Sa based on SCB’s general form of such agreement (the “CIC Agreement”). Such employment terms and change in control agreement became effective as of the Effective Time (the employment terms, CIC Agreement and Termination and Waiver Agreement collectively referred to as the “Sa Employment Arrangement”). Mr. Sa will receive a base salary of $35,416.66 per month, subject to potential adjustment by the Board, and will participate in the Bank’s management incentive plan. The Company has agreed to grant Mr. Sa a restricted share unit award equivalent to $300,000 of Company Common Stock, subject to vesting ratably over three years. Mr. Sa will receive an automobile allowance of $900 and he will also be entitled to participate in the Bank’s general benefit plans. Mr. Sa will be entitled to certain severance benefits in the event of certain terminations of his employment or his resignation for “good reason” as defined in the CIC Agreement. Generally, if Mr. Sa is terminated without cause during the first two years of his employment with the Company and Company Bank, he will be entitled to the change in control benefit under the employment agreement he had with CBC, which generally provided that he would be entitled to a lump sum payment equal to two times his annual base salary plus the average of his three most recent annual bonuses, reimburse for up to 12 month of COBRA and accelerated vesting of his CBC equity awards. Under the CIC Agreement, if Mr. Sa is terminated or resigns for good reason in the context of a change in control transaction following the first two years of his employment with the Company, he will be entitled to two times his then current annual base salary, plus two times the average of his aggregate annual bonus paid or payable in the three prior calendar years.

Company Bank assumed Mr. Sa’s Executive Supplemental Compensation Agreement with CBC Bank dated January 31, 2020 (the “Sa SERP”) and a corresponding California Bank of Commerce Split-Dollar Agreement dated January 14, 2020 (the “Sa Split Dollar Agreement”). Generally, the Sa SERP provides for an aggregate defined contribution amount of up to $835,000, with monthly payments generally commencing upon his retirement.

The foregoing summary of the Sa Employment Arrangement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Termination and Waiver Agreement (including the CIC Agreement), which is attached hereto as Exhibit 10.7 (with the CIC Agreement as Exhibit A to the Termination and Waiver Agreement), the Sa SERP, which is attached hereto as Exhibit 10.8, and the Sa Split Dollar Agreement, which is attached hereto as Exhibit 10.9, each of which is incorporated herein by reference.

CBC 2017 Equity Incentive Plan

At the Effective Time and pursuant to the Merger Agreement, the Company assumed CBC’s 2017 Equity Incentive Plan, as amended (the “CBC Plan”) to encourage the continued service of CBC and CBC Bank directors and employees at the Company and Company Bank following the Merger and Bank Merger. Each of the outstanding Restricted Stock Unit Awards (“RSUs”) granted by CBC under the CBC Plan to continuing directors and employees at Company or Company Bank was assumed by the Company and converted into a restricted stock unit in respect of Company Common Stock with the same terms and conditions as were applicable to the RSUs prior to the Effective Time, and relating to the number of shares of Company Common Stock (rounded down to the nearest whole share) based on the exchange ratio of 1 share of CBC common stock to 1.590 shares of Company Common Stock.

The foregoing description of the CBC Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the CBC Plan and Form of Restricted Stock Unit Award Agreement, which are attached hereto as Exhibits 10.10 and 10.11 and are incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Merger, on July 31, 2024, the Company amended its Articles of Incorporation (1) to change the Company’s name from Southern California Bancorp to California BanCorp and (2) to remove former Article Eight to eliminate a supermajority board of directors approval requirement for certain stock issuances. The amendments were effected by the filing of the Agreement of Merger with respect to the Merger with the Secretary of State of the State of California.

Also in connection with the Merger, on July 31, 2024, the Company amended and restated its Bylaws to reflect the Company’s name change from Southern California Bancorp to California BanCorp.

The foregoing summaries of the amendments to the Company’s Articles of Incorporation and amended and restated Bylaws do not purport to be complete and are qualified in their entirety by reference to the complete text of the Agreement of Merger and amended and restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2 and are incorporated herein by reference.

Item 8.01. Other Events.

On July 31, 2024, the Company issued a press release announcing the completion of the Merger. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The Company intends to file the financial statements of the business acquired under cover of Form 8-K/A no later than 71 calendar days after the date this Report is required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information under cover of Form 8-K/A no later than 71 calendar days after the date this Report is required to be filed.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 by and between Southern California Bancorp and California BanCorp (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 30, 2024)

3.1		Agreement of Merger dated as of July 31, 2024

3.2		Bylaws (amended as of July 31, 2024)

10.1		Form of Indemnification Agreement by and between Southern California Bancorp and its directors and executive officers (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10, filed on April 6, 2023)

10.2		Employment Agreement by and among David Rainer, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 30, 2024)

10.3		Employment Agreement by and among Steven Shelton, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 30, 2024)

10.4		Executive Supplemental Compensation Agreement by and between California Bank of Commerce and Steven E. Shelton (incorporated by reference to the Exhibit 10.14 to CBC’s Form 10 filed with the SEC on March 4, 2020)

10.5		Amendment to Executive Supplemental Compensation Agreement by and between California Bank of Commerce, N.A. and Steven E. Shelton dated as of July 31, 2024

10.6		Second Amended and Restated Split-Dollar Agreement effective January 13, 2019 by and between California Bank of Commerce and Steven E. Shelton* (incorporated by reference to Exhibit 10.18 to CBC’s Form 10 filed with the SEC on March 4, 2020)

10.7		Termination and Waiver Agreement by and among Thomas A. Sa, Southern California Bancorp and Bank of Southern California, N.A. dated as of January 30, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 30, 2024)

10.8		Executive Supplemental Compensation Agreement by and between California Bank of Commerce and Thomas A. Sa* (incorporated by reference to Exhibit 10.15 to CBC’s Form 10 filed with the SEC on March 4, 2020)

10.9		California Bank of Commerce Split-Dollar Agreement dated January 14, 2020 by and between California Bank of Commerce and Thomas A. Sa

10.10		California Bancorp 2017 Amended and Restated Equity Incentive Plan

10.11		Form of Restricted Stock Unit Award Agreement under the Amended and Restated California BanCorp 2017 Equity Incentive Plan

99.1		Joint Press Release, dated July 31, 2024

104		Cover Page Interactive Data File

* Certain schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC. SCB agrees to furnish a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CALIFORNIA BANCORP (FORMERLY SOUTHERN CALIFORNIA BANCORP) (Registrant)

Date: July 31, 2024	By:	/s/ MANISHA K. MERCHANT
		Manisha K. Merchant
		Executive Vice President, General Counsel and Corporate Secretary

Exhibit 3.1

AGREEMENT OF MERGER

This Agreement of Merger, dated as of July 31, 2024 (“Agreement”), is made by and between Southern California Bancorp (“SCB”) and California BanCorp (“CBC”).

WITNESSETH:

WHEREAS, SCB is a California corporation, California Entity Number 4321159, which has its principal place of business in San Diego, California;

WHEREAS, CBC is a California corporation, California Entity Number 4007339, which has its principal place of business in Oakland, California;

WHEREAS, SCB and CBC have entered into an Agreement and Plan of Merger and Reorganization, dated as of January 30, 2024 (the “Reorganization Agreement”), pursuant to which CBC will merge with and into SCB (the “Merger”), with SCB as the surviving corporation; and

WHEREAS, the respective Boards of Directors of CBC and SCB have approved and deemed it advisable to consummate the Merger and the respective shareholders of CBC and SCB have adopted and approved the principal terms of the Reorganization Agreement and this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto, intending to be legally bound hereby, agree as follows:

1. The Merger. Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 14 below), CBC shall merge with and into SCB in accordance with the relevant provisions of the California General Corporation Law (“CGCL”). SCB shall be the surviving corporation of the Merger (the “Surviving Corporation”) and will continue its corporate existence under the CGCL. At the Effective Time, the separate existence of CBC will cease.

2. Effects of the Merger. At the Effective Time, the effects of the Merger shall be as provided in the CGCL.

3. Articles of Incorporation. The Articles of Incorporation of SCB, as amended, in effect immediately prior to the Effective Time shall be the Articles of Incorporation of the Surviving Corporation, until altered, amended or repealed in accordance with their terms and applicable law, provided however, that as of the Effective Time, the Articles of Incorporation of SCB shall be amended as follows:

(a) Name. The name of the Surviving Corporation shall be “California BanCorp.” As of the Effective Time, Article One of the Articles of Incorporation of SCB shall be amended and restated in its entirety as follows:

ARTICLE ONE – NAME. The name of this Corporation is:

California BanCorp

(b) Repeal. As of the Effective Time, Article Eight of the Articles of Incorporation of SCB shall be deleted in its entirety.

4. Bylaws. The Bylaws of SCB in effect immediately prior to the Effective Time shall be the governing documents of the Surviving Corporation, until altered, amended or repealed in accordance with their terms and applicable law.

5. Main Office. The main office of the Surviving Corporation shall be the main office of SCB immediately prior to the Effective Time.

6. Directors and Executive Officers. The directors and executive officers of the Surviving Corporation at the Effective Time shall be the directors and executive officers of SCB immediately prior to the Merger, until they are removed, they resign, or their successors are elected and qualified.

7. Effect on Shares of Stock.

(a) Shares of SCB. Each share of SCB Common Stock issued and outstanding immediately prior to the Effective Time shall be unchanged and shall remain issued and outstanding after the Merger.

(b) Shares of CBC. As of the Effective Time and subject to the provisions of this Agreement, each share of CBC Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be entitled to receive 1.590 shares of SCB Common Stock. Any shares of CBC Common Stock held in the treasury of CBC or by SCB immediately prior to the Effective Time shall be retired and cancelled with no consideration.

(c) Fractional Shares. Notwithstanding any other provision of this Agreement, no fractional shares of SCB Common Stock will be issued and any holder of shares of CBC Common Stock entitled to receive a fractional share of SCB Common Stock but for this Section 7(c) shall be entitled to receive a cash payment equal to the product (calculated to the nearest hundredth) obtained by multiplying (i) the fraction of a share of SCB Common Stock to which such holder would otherwise be entitled to receive in the Merger (after taking into account all shares of CBC Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) by (ii) the volume weighted average closing price of shares of SCB Common Stock quoted on the Nasdaq on each of the last ten (10) trading days ending on the day which is the fifth trading date immediately preceding the date that the Effective Time occurs, rounded to the nearest whole cent.

8. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one agreement.

9. Governing Law. This Agreement shall be governed in all respects, including, but not limited to, validity, interpretation, effect and performance, by the laws of the State of California.

10. Amendment. Subject to applicable law, this Agreement may be amended, modified or supplemented only by written agreement of SCB and CBC at any time prior to the Effective Time.

11. Waiver. To the fullest extent provided by law, any of the terms or conditions of this Agreement may be waived prior to the effective time by whichever of the parties hereto is, or the shareholders of which are, entitled to the benefit thereof by action taken by the Board of Directors of such waiving party.

12. Termination. This Agreement shall terminate upon the termination of the Reorganization Agreement prior to the Effective Time in accordance with its terms. The Agreement may also be terminated at any time prior to the Effective Time by an instrument executed by CBC and SCB.

13. Conditions Precedent. Completion of the Merger as provided herein is conditioned upon the satisfaction of the conditions set forth in the Reorganization Agreement, any and all of which may be waived in accordance with the terms and provisions of the Reorganization Agreement.

14. Effectiveness of Merger. The Merger shall become effective on the date and at the time that this Agreement and the appropriate Officers’ Certificates (the “Merger Filing”) are duly filed with the California Secretary of State, or at such subsequent date or time as SCB and CBC agree and specify in the Merger Filing (the “Effective Time”).

15. Entire Agreement. Except as otherwise set forth in this Agreement and the Reorganization Agreement, the Reorganization Agreement and this Agreement (including the documents and the instruments referred to herein) constitute the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. To the extent of a conflict between the terms of the Reorganization Agreement and the terms of this Agreement, the terms of the Reorganization Agreement shall control.

[Signature page to follow]

IN WITNESS WHEREOF, each of SCB and CBC has caused this Agreement to be executed on its behalf by its duly authorized officers.

	SOUTHERN CALIFORNIA BANCORP

	By:	/s/ David I. Rainer
	Name:	David I. Rainer
	Title:	President and Chief Executive Officer

	By:	/s/ Manisha K. Merchant
	Name:	Manisha K. Merchant
	Title:	Corporate Secretary

	CALIFORNIA BANCORP

	By:	/s/ Thomas A. Sa
	Name:	Thomas A. Sa
	Title:	President

	By:	/s/ Tommiette Rey
	Name:	Tommiette Rey
	Title:	Corporate Secretary

Certificate of Approval

Agreement of Merger

Pursuant to Section 1103 of the California Corporations Code, the undersigned, David I. Rainer and Manisha K. Merchant certify that:

1. They are the President and Corporate Secretary, respectively, of Southern California Bancorp, a California corporation (“SCB”).

2. This certificate is attached to the Agreement of Merger, dated July 31, 2024 (the “Agreement”), by and between California BanCorp, a California corporation (“CBC”), and SCB, which provides for the merger of CBC with and into SCB (the “Merger”).

3. The Agreement in the form attached was duly approved by the Board of Directors of SCB.

4. SCB has two classes of stock authorized consisting of shares of Common Stock and Preferred Stock. SCB has 18,540,104 shares of Common Stock outstanding which were entitled to vote on the Merger and no shares of Preferred Stock outstanding.

5. The principal terms of the Agreement in the form attached were approved by the vote of the shareholders of SCB which equaled or exceeded the vote required.

6. The percentage vote required was more than 50% of the outstanding shares of Common Stock which were entitled to vote on the Merger.

We certify under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Executed in Los Angeles, California on July 31, 2024.

	/s/ David I. Rainer
	David I. Rainer, President and CEO

	/s/ Manisha K. Merchant
	Manisha K. Merchant, Corporate Secretary

Certificate of Approval

Agreement of Merger

Pursuant to Section 1103 of the California Corporations Code, the undersigned, Thomas A. Sa and Tommiette Rey certify that:

1. They are the President and Corporate Secretary, respectively, of California BanCorp, a California corporation (“CBC”).

2. This certificate is attached to the Agreement of Merger, dated July 31 2024 (the “Agreement”), by and between Southern California Bancorp, a California corporation (“SCB”), and CBC, which provides for the merger of CBC with and into SCB (the “Merger”).

3. The Agreement in the form attached was duly approved by the Board of Directors of CBC.

4. CBC has two classes of stock authorized consisting of shares of Common Stock and Preferred Stock. CBC has 8,470,724 shares of Common Stock outstanding which were entitled to vote on the Merger and no shares of Preferred Stock outstanding.

5. The principal terms of the Agreement in the form attached were approved by the vote of the shareholders of CBC which equaled or exceeded the vote required.

6. The percentage vote required was more than 50% of the outstanding shares of Common Stock which were entitled to vote on the Merger.

We certify under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Executed in Oakland, California on July 31, 2024.

	/s/ Thomas A. Sa
	Thomas A. Sa, President

	/s/ Tommiette Rey
	Tommiette Rey, Corporate Secretary

Exhibit 3.2

BYLAWS OF

CALIFORNIA BANCORP

Amended and Restated as of July 31, 2024

TABLE OF CONTENTS

			Page
ARTICLE I OFFICES			1
	Section 1.	Principal Offices	1
	Section 2.	Other Offices	1
ARTICLE II MEETINGS OF SHAREHOLDERS			1
	Section 1.	Place of Meetings	1
	Section 2.	Annual Meetings	1
	Section 3.	Special Meetings	1
	Section 4.	Notice of Shareholders’ Meetings	2
	Section 5.	The Record Date	3
	Section 6.	Quorum	3
	Section 7.	Adjourned Meeting and Notice Thereof	4
	Section 8.	Voting	4
	Section 9.	Waiver of Notice or Consent by Absent Shareholders	4
	Section 10.	Shareholder Action by Written Consent Without a Meeting	5
	Section 11.	Proxies	5
	Section 12.	Inspectors of Election	5
	Section 13.	Shareholder Proposals	6
	Section 14.	Shareholder Nominations	7
	Section 15.	Conduct of Shareholder Meetings	10
ARTICLE III DIRECTORS			10
	Section 1.	Powers	10
	Section 2.	Number of Directors	11
	Section 3.	Election and Term of Office of Directors	11
	Section 4.	Resignation	11
	Section 5.	Removal	11
	Section 6.	Vacancies	12
	Section 7.	Meetings of Directors	12
	Section 8.	Electronic Participation	13
	Section 9.	Quorum	13
	Section 10.	Waiver of Notice	13
	Section 11.	Adjournment	13
	Section 12.	Notice of Adjournment	13
	Section 13.	Action Without Meeting	13
	Section 14.	Fees and Compensation of Directors	14
	Section 15.	Committees of Directors	14

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ARTICLE IV OFFICERS			15
	Section 1.	Officers	15
	Section 2.	Election of Officers	15
	Section 3.	Subordinate Officers, Etc.	15
	Section 4.	Removal and Resignation of Officers	15
	Section 5.	Vacancies in Offices	15
	Section 6.	Chair of the Board	15
	Section 7.	President	15
	Section 8.	Vice Presidents	16
	Section 9.	Secretary	16
	Section 10.	Chief Financial Officer	16
ARTICLE V INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION; PURCHASE OF LIABILITY INSURANCE			17
	Section 1.	Indemnification Against Expenses	17
	Section 2.	Indemnification Against Losses	17
	Section 3.	Definitions	17
	Section 4.	Non-Exclusivity Rights	17
	Section 5.	Insurance	17
ARTICLE VI RECORDS			18
	Section 1.	Records	18
	Section 2.	Inspection of Books and Records	18
	Section 3.	Copy of Bylaws	18
	Section 4.	Annual Reports	18
ARTICLE VII GENERAL CORPORATE MATTERS			18
	Section 1.	Share Certificates	18
	Section 2.	Transfers of Shares	19
	Section 3.	Registered Shareholders	19
	Section 4.	Lost, Stolen, or Destroyed Certificates	19
	Section 5.	Checks, Drafts, Etc.	19
	Section 6.	Fiscal Year	19
	Section 7.	Conflict with Applicable Law or Articles of Incorporation	19
	Section 8.	Invalid Provisions	19
ARTICLE VIII AMENDMENTS			19
	Section 1.	Amendment by Shareholders	19
	Section 2.	Amendment by Directors	19

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BYLAWS

CALIFORNIA BANCORP

ARTICLE I

OFFICES

Section 1. Principal Offices. The board of directors shall fix the location of the principal executive office of the Corporation at any place within or outside the State of California. If the principal executive office is located outside this state, and the Corporation has one or more business offices in this state, the board of directors shall likewise fix and designate a principal business office in the State of California.

Section 2. Other Offices. The board of directors may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to do business.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. Place of Meetings. Meetings of shareholders shall be held at any place within or without the State of California designated by the board of directors. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the Corporation. At the sole discretion of the board of directors, and subject to applicable provisions under the California Corporations Code and any guidelines and procedures that the board of directors may adopt, a meeting of the shareholders may be conducted in whole or in part by electronic transmission by and to the Corporation, electronic video screen communication, conference telephone, or other means of remote communication.

Section 2. Annual Meetings. The annual meeting of shareholders shall be held each year on a date and at a time designated by the board of directors. The date so designated shall be within fifteen (15) months after the last annual meeting. At each annual meeting directors shall be elected, and any other proper business may be transacted.

Section 3. Special Meetings. A special meeting of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the board of directors, or by the chair of the board of directors, or by the president, or by one or more shareholders holding shares in the aggregate entitled to cast not less than 10% of the votes at any such meeting.

If a special meeting is called by any person or persons other than the board of directors, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by electronic transmission or other facsimile transmission to the chairperson of the board, the president, or the secretary of the Corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote, in accordance with the provisions of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board of directors may be held.

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Section 4. Notice of Shareholders’ Meetings. Written notice stating the place, day, and hour of the meeting, shall be given not less than ten (10) days (or, if sent by third class mail, thirty (30) days) and not more than sixty (60) days before the meeting. In the case of an annual meeting, the notice shall state the matters the board of directors intends, at the time the notice is given, to present to the shareholders for action; provided, however, that unless the notice of the meeting, or the waiver of notice of such meeting, sets forth the general nature of any proposal to (a) approve or ratify a transaction in which a director has a material financial interest under Section 310 of the California Corporations Code, (b) amend the articles of incorporation of this Corporation (the “Articles of Incorporation”) under Section 902 of the California Corporations Code, (c) approve a conversion or reorganization or elect to wind up and dissolve under Sections 1152, 1201, or 1900 of the California Corporations Code, or (d) effect a plan of distribution upon liquidation inconsistent with the liquidation rights of the preferred shares under Section 2007 of the California Corporations Code, no such proposal may be approved at an annual meeting. In the case of a special meeting, the notice shall state the general nature of the business to be transacted. If directors are to be elected at a meeting, the notice shall include the names of the intended nominees at the time the notice is given. If remote participation in a meeting is authorized by the board of directors, the notice shall state the means of electronic transmission by and to the Corporation or electronic video screen communication by which shareholders may participate.

Proof of notice by mail or electronic transmission may be made by affidavit of the secretary or assistant secretary or the Corporation’s transfer agent, and, if made, shall be filed as part of the minutes of the meeting.

Notice shall be given by personal delivery, by electronic transmission consented to by the shareholder, or by mail, by or at the direction of the secretary or the officer or person calling the meeting, to each shareholder entitled to vote at the meeting. If a shareholder has not provided an address, notice may be given as provided by Section 601 of the California Corporations Code.

Notice by mail shall be deemed to have been given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the share transfer records of the Corporation, with postage thereon prepaid. Notice by electronic transmission shall be deemed to have been given when:

●

Transmitted to a facsimile number provided by the shareholder for the purpose of receiving notice.

●

Transmitted to an electronic mail address provided by the shareholder for the purpose of receiving notice.

●

Posted on an electronic network, with a separate notice to the shareholder of the posting.

●

Delivered to by any other form of electronic communication consented to by the shareholder.

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Notice shall not be given by electronic transmission to a shareholder after either (i) the Corporation is unable to deliver two consecutive notices to such shareholder by such means or (ii) the inability to deliver such notices to such shareholder becomes known to any person responsible for giving such notices.

A shareholder may waive notice of a meeting by providing the secretary, in writing, either before or after the time of the meeting, waiver of notice, consent to holding the meeting, or approval of the minutes of the meeting. The attendance of a shareholder at a meeting constitutes waiver of notice, unless the shareholder objects, at the beginning of the meeting, to the transaction of any business at the meeting because the meeting was not lawfully called or objects, at the meeting, to the consideration of any business that was required to be, but was not, included in the notice of the meeting.

Section 5. The Record Date. For the purpose of determining the shareholders entitled to notice of and to vote at any meeting of the shareholders, to give written consent to any action taken without a meeting, to receive payment of any dividend or other distribution or allotment of rights, or to exercise any other rights, the board of directors may fix a date as the record date for any such determination.

A record date fixed under this Section may not be more than sixty (60) days or less than ten (10) days before the meeting or more than sixty (60) days before any other action. If any meeting of the shareholders is adjourned for more than forty-five (45) days from the date set for the original meeting, the board of directors shall fix a new record date for determining the shareholders entitled to notice of and to vote at such adjourned meeting.

If no record date has been fixed, then (a) the record date for determining shareholders entitled to notice of and to vote at a shareholders’ meeting shall be the business day before the day on which notice is given, or, if notice is properly waived, the business day before the day on which the meeting is held, (b) the record date for determining shareholders entitled to give written consent to action taken without a meeting, where no prior board action was taken, shall be the day on which the first written consent is given, and (c) the record date for determining shareholders for any other purpose shall be the later of (i) the day on which the board of directors adopts the resolution relating thereto or (ii) the sixtieth (60^th) day prior to the date of the action.

Section 6. Quorum. The presence in person or by proxy of the holders of a majority of the shares entitled to vote constitutes a quorum for a meeting of the shareholders. Except as otherwise provided by the California Corporations Code or the Articles of Incorporation:

●

The affirmative vote of a majority of the shares represented at a meeting at which a quorum is present shall be the act of the shareholders.

●

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of any number of shareholders that leaves less than a quorum, if any action taken, other than adjournment, is approved by at least a majority of the shares required to constitute a quorum.

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If a quorum is not present, the meeting may be adjourned by the vote of a majority of the shares present in person or by proxy.

Section 7. Adjourned Meeting and Notice Thereof. Any shareholders’ meeting, annual or special, may be adjourned from time to time by a vote of the majority of the shares present, in person or proxy. If the meeting is adjourned for more than forty-five (45) days, or if the board of directors fixes a new record date for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record, as of the new record date, entitled to notice of the adjourned meeting. If the meeting is adjourned for not more than forty-five (45) days, and the board of directors does not fix a new record date for the adjourned meeting, notice need not be given of the adjourned meeting if the time and place (or the means of electronic transmission or electronic video screen communication, if any, by which shareholders may participate) of the meeting are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted at the original meeting.

Section 8. Voting. Each outstanding share, regardless of class or series, shall be entitled to one vote on each matter submitted to a vote of the shareholders, except as otherwise provided herein and to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series.

A shareholder entitled to vote on any matter may vote part of such shares in favor of the proposal and refrain from voting the remaining shares or, other than in elections of directors, vote the remaining shares against the proposal. If a shareholder fails to specify the number of shares the shareholder is voting affirmatively, the shareholder will be deemed to have affirmatively voted all shares the shareholder is entitled to vote.

In any election of directors, each shareholder entitled to vote shall, subject to the satisfaction of all statutory conditions precedent to the exercise of such rights, have the right to cumulate the number of votes equal to the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares are entitled, and distribute those votes among one or more candidates. This right may be exercised by giving written notice of intent to cumulate those votes to any officer of the Corporation before the meeting or to the presiding officer at the meeting at any time before the election of directors.

The directors receiving the highest number of votes of the shares entitled to vote in the election, up to the number of director positions to be filled, shall be elected.

Section 9. Waiver of Notice or Consent by Absent Shareholders. The transactions of any meeting of shareholders, however called or noticed, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. The waiver, notice, or consent need not specify the business transacted or purpose of the meeting, except as required by Section 601 of the California Corporations Code. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

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Section 10. Shareholder Action by Written Consent Without a Meeting. Any action required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares are entitled to vote thereon were present and voted; provided, however, that unless the consents of all shareholders entitled to vote have been solicited in writing, notice shall be given (in the same manner as notice of meetings is to be given and within the time limits prescribed by law) of such action to all shareholders entitled to vote who did not consent in writing to such action; and provided further, that directors may be elected by written consent only if such consent is unanimously given by all shareholders entitled to vote, except that action taken by shareholders to fill one or more vacancies on the board other than a vacancy created by the removal of a director, may be taken by written consent of a majority of the outstanding shares entitled to vote.

Section 11. Proxies. A shareholder may vote either in person or by written proxy executed by the shareholder or the shareholder’s attorney in fact and filed with the secretary of the Corporation. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy continues in full force and effect until revoked, either by a written revocation delivered to the Corporation, by a subsequent proxy presented to the meeting, or by attending a meeting of the shareholders and voting the shares in person. A proxy is revocable unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy is not revoked by the death or incapacity of the shareholder appointing the proxy unless the Corporation receives written notice of such death or incapacity before the vote by proxy is counted.

Any shareholder soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for the exclusive use of the board of directors.

Section 12. Inspectors of Election. Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the chair of the meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors before the meeting, or by the chair at the meeting.

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The duties of these inspectors shall be as follows:

●

Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

●

Receive votes, ballots, or consents;

●

Hear and determine all challenges and questions in any way arising in connection with the right to vote;

●

Count and tabulate all votes or consents;

●

Determine the election result; and

●

Do any other acts that may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Shareholder Proposals. At any meeting of shareholders, business will only be conducted if it is brought before the meeting (1) by or at the direction of the board of directors, (2) in accordance with Rule 14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), or (3) by a shareholder of record entitled to vote at such meeting who complies with the requirements set forth in this Section.

For business (other than director nominations, which are governed by the following Section 14 of this Article II) to be properly brought before an annual meeting by a shareholder, the shareholder or shareholders of record intending to propose the business (the “proposing shareholder”) must have given written notice of the proposing shareholder’s proposal either by personal delivery or by United States mail to the secretary of the Corporation no earlier than one hundred twenty (120) calendar days and no later than ninety (90) calendar days before the date such annual meeting is to be held. If the current year’s annual meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided above.

For business to be properly brought before a special meeting of shareholders, the notice of the meeting sent by or at the direction of the person calling the meeting must set forth the nature of the business to be considered. A shareholder or shareholders making a written request for a special meeting pursuant to Section 3 of Article II shall provide the information required for notice of a shareholder proposal under this Section simultaneously with the written request for the meeting submitted to the secretary or within ten (10) calendar days after delivery of the written request for the meeting to the secretary.

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A proposing shareholder’s notice of a proposal shall include as to each matter the proposing shareholder proposes to bring before either an annual or special meeting:

(a) the name and address of the proposing shareholder and the classes and number of shares of capital stock of the Corporation held and beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the proposing shareholder and (ii) if different, the name an address of the proposing shareholder, as they appear in the Corporation’s books, of the shareholder proposing such business;

(b) a brief description of the business and the reasons for conducting such business at the meeting; and

Notwithstanding the foregoing provisions, unless brought under Rule 14a-9 under the Exchange Act and included in the Corporation’s notice of meeting, as required by law, or as otherwise determined by the board of directors, if the proposing shareholder or a qualified representative of the proposing shareholder does not appear at the meeting of shareholders to present its proposal (including virtually in the case of a meeting conducted solely by electronic transmission by and to the Corporation, electronic video screen communication, conference telephone, or other means of remote communication), the proposal shall be disregarded, and no vote on such shareholder proposal shall occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

The foregoing provisions of this Section do not relieve any shareholder of any obligation to comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated under the Exchange Act.

Section 14. Shareholder Nominations. At any meeting of shareholders at which directors are to be elected, a proposed nominee (other than a nominee nominated by the board of directors or by a person or committee authorized by the board of directors) shall only be eligible for election to the board of directors if nominated by a shareholder of record entitled to vote at such meeting who complies with the requirements and procedures set forth in this Section.

For a director nomination(s) to be properly brought before any meeting of shareholders at which one or more directors are to be elected, the shareholder or shareholders of record intending to nominate a candidate or candidates (the “nominating shareholder”) must have given written notice of the nominating shareholder’s nomination(s) either by personal delivery or by United States mail to the secretary of the Corporation no earlier than one hundred twenty (120) calendar days and no later than ninety (90) calendar days before the date such annual meeting is to be held. If the current year’s annual meeting is called for a date that is not within thirty (30) days of the anniversary of the previous year’s annual meeting, notice must be received not later than ten (10) calendar days following the day on which public announcement of the date of the annual meeting is first made. In no event will an adjournment or postponement of an annual meeting of shareholders begin a new time period for giving a proposing shareholder’s notice as provided above. A shareholder or shareholders making a written request for a special meeting pursuant to Section 3 of Article II shall provide the information required for notice of any director nomination(s) under this Section simultaneously with the written request for the meeting submitted to the secretary.

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A nominating shareholder’s notice of a director nomination shall include:

(a) The name and address of the nominating shareholder and the classes and number of shares of capital stock of the Corporation held and beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by the nominating shareholder; and (ii) if different, the name and address of the proposing shareholder, as they appear in the Corporation’s books; and

(b) (i) the full name, age and date of birth of each candidate; (ii) the business and residence address and telephone numbers of each candidate; (iii) the education background and business/occupational experience of each candidate including a list of positions held for at least the preceding five (5) years; (iv) the class and number of shares of the Corporation beneficially owned by the candidate; and (v) a signed representation by each such candidate that the candidate will timely provide any other information reasonably requested by the Corporation for the purpose of preparing its disclosures in regard to the solicitation of proxies for the election of directors.

If a nominating shareholder will solicit proxies for a nominee or nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act, the nominating shareholder’s notice must additionally provide: (i) all other information required by Rule 14a-19; (ii) a written representation and undertaking that such shareholder intends to deliver a proxy statement and/or form of proxy to holders of shares representing at least 67% of the voting power of the stock entitled to vote generally in the election of directors in accordance with Rule 14a-19, and that a statement to such effect will be included in such shareholder’s proxy statement; (iii) a written representation and undertaking that such shareholder will comply with all requirements of the Exchange Act and the regulations promulgated thereunder, including but not limited to Rule 14a-19 and all other requirements of Regulation 14A (as such rule and regulations may be amended or interpreted from time to time by the Securities and Exchange Commission (the “SEC”), including through any SEC staff interpretations related thereto); and (iv) each proposed director nominee’s written consent to being named in the Company’s proxy statement for the applicable meeting and the associated proxy card. In addition, such nominating shareholder shall provide the Corporation a written certification within ten (10) days prior to the meeting for the election of directors (or any adjournment, postponement or rescheduling thereof) with reasonable documentary evidence that such nominating shareholder has complied with the representations and undertakings made pursuant to the foregoing subsections (ii) and (iii).

In addition to the foregoing, upon the Corporation’s request, any nominee proposed by a shareholder must promptly (but in any event within ten (10) days of the Corporation’s request) complete and return a director questionnaire to be provided by the Corporation.

A nominating shareholder shall promptly provide notice to the Corporation of any changes to any of the information submitted to the Corporation pursuant to this Section.

The name of each such candidate for director must be placed in nomination at the annual meeting by the nominating shareholder or a qualified representative of the nominating shareholder present in person and the nominating shareholder’s candidate(s) must be present in person at the meeting for the election of directors, provided that a nominating shareholder, qualified representative or candidate may appear virtually in the case of a meeting conducted solely by electronic transmission by and to the Corporation, electronic video screen communication, conference telephone, or other means of remote communication.

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No person nominated by a shareholder shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in these Bylaws. Further, if a nominating shareholder provides notice under these Bylaws or pursuant to Rule 14a-19 and subsequently fails to comply with the procedures set forth in these Bylaws or the applicable requirements of Rule 14a-19, then the Corporation shall disregard any proxies solicited or votes cast for such shareholder’s nominee(s). The board of directors (and any other person or committee authorized by the board of directors) shall have the power and duty to determine whether a nomination was made in accordance with the procedures and other requirements set forth in these Bylaws and, if any proposed nomination was not made in compliance with these Bylaws, to declare that such nomination shall be disregarded, in each case, acting in good faith; provided that, if any determination must be made at a meeting of the shareholders, the chair of the meeting shall have the power and duty, acting in good faith, to make such determination, unless otherwise determined by the board of directors. Any determination adopted in good faith by the board of directors (or any other person or committee authorized by the board of directors) or the chair of the meeting, as the case may be, shall be binding on all persons, including the Corporation and its shareholders (including any beneficial owners).

Notwithstanding the foregoing provisions, unless otherwise required by law or otherwise determined by the board of directors, if (1) the nominating shareholder or a qualified representative of the nominating shareholder does not appear at the meeting of shareholders (including virtually in the case of a meeting conducted solely by electronic transmission by and to the Corporation, electronic video screen communication, conference telephone, or other means of remote communication) to present its nomination(s) or (2) the election of a nominating shareholder’s nominee would cause the Corporation to be in violation of the Articles of Incorporation, these Bylaws, or any applicable state or federal law, rule, regulation, or stock exchange listing standard, then such nomination or nominations shall be disregarded, and no vote on such shareholder nominee(s) shall occur, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

This Section or a summary of this Section shall be set forth in either the notice or related proxy statement concerning any shareholders’ meeting at which the election of directors is to be considered.

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Section 15. Conduct of Shareholder Meetings. The board of directors may adopt by resolution such rules, regulations, and procedures for the conduct of any meeting of shareholders as it deems appropriate. Except to the extent inconsistent with rules, regulations, and procedures adopted by the board of directors, the chair of the meeting shall have the right to prescribe such rules, regulations, and procedures and to do all such acts, as, in the judgment of such chair, are necessary, appropriate, or convenient for the proper conduct of the meeting. Such rules, regulations, or procedures, whether adopted by the board of directors or the chair of the meeting, may include, without limitation, the following: (a) the establishment of an agenda for the meeting; (b) rules and procedures for maintaining order at the meeting and the safety of those present at the meeting; (c) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies or representatives, or such other persons as the chair of the meeting shall determine; (d) restrictions on entry to the meeting after the time fixed for the commencement thereof; (e) the determination of the circumstances in which any person may make a statement or ask questions and limitations on the time allotted to questions or comments; (f) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (g) the exclusion or removal of any shareholders or any other individual who refuses to comply with meeting rules, regulations, or procedures; (h) restrictions on the use of audio and video recording devices, cell phones, and other electronic devices; (i) rules, regulations, and procedures for compliance with any federal, state, or local laws or regulations (including those concerning safety, health, or security); (j) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting; and (k) rules, regulations, or procedures regarding the participation by means of remote communication of shareholders and proxy holders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication. Unless and to the extent determined by the board of directors or the chair of the meeting, the chair of the meeting shall not be obligated to follow any technical, formal, or parliamentary rules or principles of procedure.

ARTICLE III

DIRECTORS

Section 1. Powers. Subject to the provisions of the California General Corporation Law and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors.

Without limiting the generality of the foregoing, and subject to the same limitations, it is hereby expressly declared that the directors shall have the power and, to the extent required by law, the duty to:

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Appoint and remove, at the pleasure of the board, all officers, managers, management companies, agents, and employees of the Corporation, prescribe their duties in addition to those prescribed in these Bylaws, supervise them, fix their compensation, and require from them security for faithful service. Such compensation may be increased or diminished at the pleasure of the directors.

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Conduct, manage, and control the affairs and business of the Corporation; make rules and regulations not inconsistent with the Articles of Incorporation or applicable law or these Bylaws; make all lawful orders on behalf of the Corporation; and prescribe the manner of executing the same.

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Incur indebtedness and borrow money on behalf of the Corporation and designate from time to time the person or persons who may sign or endorse checks, drafts, or other orders of payment of money, notes, or other evidences of indebtedness, issued in the name of, or payable to, the Corporation, and prescribe the manner of collecting or depositing funds of the Corporation, and the manner of drawing checks thereon.

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Appoint an executive committee and other committees of the board, in accordance with the provisions of Section 15.

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Authorize the issuance of stock of the Corporation from time to time, upon such terms as may be lawful.

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Prepare an annual report to be sent to the shareholders after the close of the fiscal or calendar year of the Corporation, which report shall comply with the requirements of law. To the extent permitted by law, the requirements that an annual report be sent to shareholders and the time limits for sending such reports are hereby waived; the directors, nevertheless, shall have the authority to cause such report to be sent to shareholders.

Section 2. Number of Directors The authorized number of directors shall be not less than seven (7) nor more than thirteen (13) (which in no case shall be greater than two times the stated minimum minus one). The exact number of authorized directors shall be fixed, within the limits specified above, by a resolution amending such exact number, duly adopted by the board of directors or by the shareholders. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

Section 3. Election and Term of Office of Directors. At the first annual meeting of the shareholders and at each annual meeting thereafter, the shareholders entitled to vote in the election of directors shall elect directors, each of whom shall hold office until the next annual meeting of the shareholders or until the director’s earlier death, resignation, disqualification, or removal. Despite the expiration of a director’s term, the director shall continue to serve until the director’s successor is elected and qualified.

Section 4. Resignation. A director may resign by providing written notice to the chair of the board, the president, the secretary, or the board of directors. The resignation shall be effective upon the later of the date of receipt of the notice or the effective date specified in the notice.

Section 5. Removal. The board of directors may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or otherwise in a manner provided by law.

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Any or all of the directors may be removed from office at any time with or without cause by a vote of the shareholders entitled to elect them. If one or more directors are so removed at a meeting of shareholders, the shareholders may elect new directors at the same meeting. If less than the entire board of directors is removed, no director may be removed by the shareholders if the votes cast against removal would be sufficient to elect the director if cumulatively voted at an election of all of the directors (as of the date of the director’s most recent election) at which the same total number of votes were cast. No reduction of the authorized number of directors shall have the effect of removing any director before his term of office expires.

Section 6. Vacancies. A vacancy on the board of directors occurs upon of any of the following events: (a) the death, resignation, or removal of any director; (b) the removal or declaration of vacancy by the board of directors of a director who has been declared of unsound mind by an order of court or convicted of a felony; (c) the authorized number of directors is increased; or (d) at any meeting of the shareholders at which directors are elected, the shareholders fail to elect the full authorized number of directors to be elected at the meeting.

Vacancies in the board of directors, other than vacancies created by removal of a director, may be filled by the board of directors in accordance with Section 305 of the California Corporations Code. The shareholders may, at any time and in accordance with Section 305 of the California Corporations Code, elect a director to fill any vacancy not filled by the directors. A director elected to fill a vacancy shall hold office until the next annual meeting and until the director’s successor is elected and qualified (or until the director’s earlier death, resignation, disqualification, or removal). If any resignation of a director will take effect at a future time, a successor may be elected to take office when the resignation becomes effective. A reduction of the authorized number of directors does not remove any director prior to the expiration of the director’s term of office.

Section 7. Meetings of Directors. A regular meeting of the newly-elected board of directors shall be held without other notice immediately following and at the place of each annual meeting of shareholders, at which meeting the board shall elect officers and transact any other business as shall come before the meeting. Regular meetings of the board of directors shall be held at such other times and places as may from time to time be fixed by resolution of the board of directors and, unless the Articles of Incorporation provide otherwise, regular meetings may be held without notice of the date, time, place, or purpose of the meeting.

Meetings of the board of directors, including special meetings, may be called by the chair of the board, the president, the secretary, or any two directors.

Notice of the time and place of special meetings shall be given to each director. If notice is mailed, it shall be deposited in the United States mail, addressed to the director at the address shown on the records of the Corporation, at least four days before the time of the meeting. If notice is delivered personally, by telephone, or by electronic transmission, it shall be delivered at least forty-eight (48) hours before the time of the meeting. The notice need not specify the purpose of the meeting.

Meetings of the board of directors may be held at any place within or without the State of California that is designated in the notice of the meeting. If no place is stated in the notice, meetings shall be held at the principal executive office of the Corporation unless another place has been designated by a resolution duly adopted by the board of dire.

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Section 8. Electronic Participation. Members of the board of directors may participate in a meeting through conference telephone, electronic video screen communication, or electronic transmission by and to the Corporation. Participation in a meeting by conference telephone or electronic video screen communication constitutes presence in person if all participating directors can hear one another. Participation by electronic transmission by and to the Corporation (other than conference telephone or electronic video screen communication) constitutes presence in person if each participating director can communicate concurrently with all other participating directors and each director has the means to participate in all matters before the board, including the ability to propose or object to a specific action proposed to be taken.

Section 9. Quorum. A majority of the authorized number of directors shall constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board of directors, subject to the provisions of Section 310 of the Corporations Code of California (approval of contracts or transactions which a director has a direct or indirect material financial interest), Section 311 (appointment of committees), and Section 317(e) (indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 10. Waiver of Notice. The transactions of any meeting of the board of directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof The waiver of notice or consent need not specify the purpose of the meeting. All such waiver, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.

Section 11. Adjournment. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 12. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.

Section 13. Action Without Meeting. Any action required or permitted to be taken by the board of directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.

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Section 14. Fees and Compensation of Directors. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the board of directors. Nothing herein contained shall be construed to preclude any director from servicing the Corporation in any other capacity as an office, agent, employee, or otherwise, and receiving compensation for such services.

Section 15. Committees of Directors. The board of directors, by resolution adopted by a majority of the authorized number of directors, may designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board of directors and to exercise the authority of the board of directors to the extent provided in the resolution establishing the committee and as permitted by the provisions of the California Corporations Code.

No committee of the board of directors shall have the authority to:

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Approve actions that require shareholder approval.

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Fill vacancies on the board or on any committee.

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Fix the compensation of the directors for serving on the board or on any committee.

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Amend or repeal bylaws or adopt new bylaws.

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Amend or repeal any resolution of the board of directors that by its terms is not so amendable or repealable.

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Make distributions to shareholders, except at a rate, in a periodic amount, or within a range set forth in the Articles of Incorporation or determined by the board of directors.

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Appoint other committees of the board of directors or the members thereof.

The board of directors, by vote of a majority of the authorized number of directors, may designate one or more directors as alternate members of any committee who may replace any absent member at any meeting of the committee.

The designation of a committee of the board of directors and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.

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ARTICLE IV

OFFICERS

Section 1. Officers. The officers of the Corporation shall be a chair of the board, a president, a secretary and a chief financial officer. The Corporation may also have, at the discretion of the board of directors, a chair of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV. Any two or more offices may be held by the same person.

Section 2. Election of Officers. The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen by the board of directors, and such shall serve at the pleasure of the board, subject to the rights, if any, of an officers under any contract of employment.

Section 3. Subordinate Officers, Etc. The board of directors may appoint, and may empower the president to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the board of directors may from time to time determine.

Section 4. Removal and Resignation of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board of directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the board of directors, by any officer upon whom such power or removal may be conferred by the board of directors.

Any officer may resign at any time by giving written notice to the chair of the board, president, the secretary or the board of directors. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

Section 5. Vacancies in Offices. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 6. Chair of the Board. The chair of the board, if such an officer be elected, shall, if present, preside at all meetings of the board of directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the board of directors or prescribed by the Bylaws. If there is no president, the chair of the board shall in addition be the chief executive officer of the Corporation and shall have the powers and duties prescribed in Section 7 of this Article IV.

Section 7. President. Subject to such supervisory powers, if any, as may be given by the board of directors to the chair of the board, if there be such an officer, the president shall be the chief executive officer of the Corporation and shall, subject to the control of the board of directors, have general supervision, direction and control of the business and the officers of the Corporation. The President shall preside at all meetings of the shareholders and, in the absence of the chair of the board, or if there be none, at all meetings of the board of directors. The President shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the Bylaws.

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Section 8. Vice Presidents. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president designated by the board of directors shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the board of directors or the Bylaws, the president or the chair of the board.

Section 9. Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board of directors may order, a book of minutes of all meetings of directors, committees of directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ and committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent or registrar, as determined by resolution of the board of directors, a share register, or a duplicate share register, showing the names of all shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the board of directors required by the Bylaws or bylaw to be given, and he shall keep the seal of the Corporation in safe custody, as may be prescribed by the board of directors or by the Bylaws.

Section 10. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the board of directors. The chief financial officer shall disburse the funds of the Corporation as may be ordered by the board of directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as chief financial officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the board of directors or the Bylaws.

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ARTICLE V

INDEMNIFICATION OF DIRECTORS AND OFFICERS OF THE CORPORATION; PURCHASE OF LIABILITY INSURANCE

Section 1. Indemnification Against Expenses. The Corporation to the extent permitted by the California General Corporation Law, (a) shall indemnify any Agent of the Corporation against expenses, including reasonable attorney’s fees, actually and reasonably incurred in defense of any Proceeding in which the Agent was, is, or is threatened to be made a party by reason of being or having been an Agent of the Corporation, to the extent that the Agent was successful on the merits in the defense and shall have the power to advance to such Agent such expenses incurred by such Agent in defending any such Proceeding upon receipt of an undertaking by such Agent to repay such amounts if such Agent is not entitled to be indemnified for such amounts and (b) shall indemnify any person who was, is, or is threatened to be made a party to any Proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of being or having been an Agent of the Corporation, against expenses, including reasonable attorney’s fees, actually and reasonably incurred in defense or settlement of the Proceeding, if the person acted in good faith and in a manner the person believed to be in the best interests of the Corporation and the shareholders.

Section 2. Indemnification Against Losses. The Corporation shall, to the extent permitted by the California General Corporation Law and the Articles of Incorporation, indemnify any person who was, is, or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Corporation) by reason of being or having been an Agent of the Corporation, against expenses, including reasonable attorney’s fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the Proceeding if the person (a) acted in good faith and in a manner the person believed to be in the best interests of the Corporation and the shareholders and (b) had no reasonable cause to believe the conduct of the person was unlawful, in the case of a criminal Proceeding.

Section 3. Definitions. For purposes of this Article V, (a) “Agent” means any person who (i) is or was a director, officer, employee, or other agent of the Corporation, or (ii) is or was serving at the Corporation’s request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, or (iii) was a director, officer, employee, or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation, and (b) “Proceeding” means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative.

Section 4. Non-Exclusivity Rights. The foregoing rights of indemnification and advancement of expenses shall be in addition to and not exclusive of any other rights to which any director or officer may be entitled by applicable law, the Articles of Incorporation, action or resolution of the shareholders or disinterested directors, or any agreement with the Corporation.

Section 5. Insurance. The Corporation may, subject to the provisions of Section 317 of the California Corporations Code, purchase and maintain insurance to indemnify any Agent against any liability asserted against or incurred by an Agent in that capacity or arising out of the Agent’s status as an Agent, whether or not the Corporation would have the power indemnify the Agent against that liability under Section 317 of the California Corporations Code.

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ARTICLE VI

RECORDS

Section 1. Records. The Corporation shall maintain adequate and correct books and records of account, minutes of the proceedings of the shareholders, board of directors, and committees of the board of directors, and a record of its shareholders, including names and addresses of all shareholders and the number and class of shares held, along with any other records required by law. The Corporation shall keep such record of its shareholders at its principal executive office, as fixed by the board of directors from time to time, or at the office of its transfer agent or registrar. The Corporation shall keep its books and records of account and minutes of the proceedings of the shareholders, board of directors, and committees of the board of directors at its principal executive office, or such other location as shall be designated by the board of directors from time to time.

Section 2. Inspection of Books and Records. The Corporation’s accounting books and records and minutes of proceedings of the shareholders, board of directors, and committees of the board of directors shall, to the extent provided by law, be open to inspection of directors, shareholders, and voting trust certificate holders, in the manner provided by law.

Section 3. Copy of Bylaws. The Corporation shall furnish to any shareholder, on written request, a copy of these Bylaws as amended or otherwise altered to date.

Section 4. Annual Reports. During any time that the Corporation has fewer than one hundred (100) shareholders of record, the Corporation expressly waives the requirement set forth in Section 1501 of the California Corporations Code of sending an annual report to the shareholders; provided, that the board of directors may issue annual or other reports at its discretion. Upon the request of any shareholder made more than one hundred twenty (120) days after the close of the Corporation’s fiscal year, the Corporation shall, within thirty (30) days, deliver to such shareholder the financial statements required by Section 1501 of the California Corporations Code to be included in an annual report to shareholders.

ARTICLE VII

GENERAL CORPORATE MATTERS

Section 1. Share Certificates. Every owner of shares of the Corporation shall be entitled to a certificate, in such form, consistent with the Articles of Incorporation or any law, as shall be prescribed by the board of directors, certifying the number and class or series of shares owned by such shareholder. Shareholders can request and obtain a statement of rights, restrictions, preferences, and privileges regarding classified shares or a class of shares with two or more series, if any, from the Corporation’s principal executive office. Each certificate issued shall bear all statements or legends required by law or the Articles of Incorporation to be affixed thereto, and shall be signed by (a) the chair of the board, any vice chair of the board, the president, or any vice president and (b) the chief financial officer, any assistant treasurer, the secretary, or any assistant secretary. No share shall be issued until the consideration therefor, fixed as provided by law, has been fully paid.

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Section 2. Transfers of Shares. Shares of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares of the Corporation shall be made on the books of the Corporation only by the registered holder thereof or by such other person as may under law be authorized to endorse such shares for transfer, or by such shareholder’s attorney thereunto authorized by power of attorney duly executed and filed with the secretary or transfer agent of the Corporation. Except as otherwise provided by law, upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. No transfer of shares shall be valid as against the Corporation for any purpose until it shall have been entered in the share transfer records of the Corporation by an entry showing from and to what person those shares were transferred.

Section 3. Registered Shareholders. The Corporation may treat the holder of record of any shares issued by the Corporation as the holder in fact thereof, for purposes of voting those shares, receiving distributions thereon or notices in respect thereof, transferring those shares, exercising rights of dissent with respect to those shares, exercising or waiving any preemptive right with respect to those shares, entering into agreements with respect to those shares in accordance with the laws of the State of California, or giving proxies with respect to those shares.

Section 4. Lost, Stolen, or Destroyed Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen, or destroyed; provided, that the owner of the lost, stolen, or destroyed certificate (or the owner’s legal representative) shall give the Corporation a bond or other adequate security sufficient to indemnify the Corporation against any claim against the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate.

Section 5. Checks, Drafts, Etc. All checks, drafts, or other instruments for payment of money or notes of the Corporation shall be signed by an authorized officer or officers or any other person or persons as shall be determined from time to time by the board of directors.

Section 6. Fiscal Year. The fiscal year of the Corporation shall be as determined by the board of directors.

Section 7. Conflict with Applicable Law or Articles of Incorporation. Unless the context requires otherwise, the general provisions, rules of construction, and the definitions of the California General Corporation Law shall govern the construction of these Bylaws. These Bylaws are adopted subject to any applicable law and the Articles of Incorporation. Whenever these Bylaws may conflict with any applicable law or the Articles of Incorporation, such conflict shall be resolved in favor of such law or the Articles of Incorporation.

Section 8. Invalid Provisions. If any one or more of the provisions of these Bylaws, or the applicability of any provision to a specific situation, shall be held invalid or unenforceable, the provision shall be modified to the minimum extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of these Bylaws and all other applications of any provision shall not be affected thereby.

ARTICLE VIII

AMENDMENTS

Section 1. Amendment by Shareholders. New bylaws may be adopted or these Bylaws maybe amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written assent of shareholders entitled to vote such shares, except as otherwise provided by law or by the Articles of Incorporation.

Section 2. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 1 of this Article, Bylaws other than a bylaw or an amendment thereof changing the authorized number of directors may be adopted, amended or repealed by the board of directors.

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Exhibit 10.5

FIRST AMENDMENT TO THE

EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

(By and Between California Bank of Commerce and Steven E. Shelton)

This First Amendment (“Amendment”) to the Executive Supplemental Compensation Agreement dated as of May 7, 2018 (the “Agreement”), is made and entered into as of July 31, 2024, by and between California Bank of Commerce, N.A., a national association (the “Bank”) and successor by merger to California Bank of Commerce, a state-chartered commercial bank (“CBC Bank”), and Steven E. Shelton (the “Executive”).

WHEREAS, on January 30, 2024, California BanCorp (“CBC”), parent company of CBC Bank, and Southern California Bancorp (“SCB”), parent company of the Bank, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), which provided for the merger of CBC with and into SCB (the “Merger”) with SCB surviving, followed immediately thereafter by the merger of CBC Bank with and into the Bank, with the Bank surviving (the “Bank Merger”);

WHEREAS, the Merger and the Bank Merger were completed (the “Closing”) on July 31, 2024 (the “Closing Date”);

WHEREAS, the Executive and CBC Bank are parties to the Agreement pursuant to which Executive may be entitled to certain benefits following certain events;

WHEREAS, as a material inducement to CBC and SCB for entering into the Merger Agreement and consummating the Merger and the other transactions contemplated thereby, SCB, the Bank, and Executive entered into that certain Employment Agreement dated as of January 30, 2024 (the “Employment Agreement”), which was effective upon the Closing Date, and among other things, set forth desired terms to amend the SERP (as defined in the Employment Agreement) (i.e., to amend the Agreement); and

WHEREAS, Executive and the Bank desire to amend the Agreement to memorialize certain changes to the Agreement contemplated by Section 4 of the Employment Agreement, as set forth below.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties to this Amendment, intending to be legally bound, hereby agree as follows, in satisfaction of the terms set forth in Section C(4) of the Employment Agreement with respect to amendment of the SERP:

1.	Amendments. The Agreement is hereby amended as follows, effective immediately following the Closing:

A. The first sentence of Section 1.22 Target Benefit Amount is hereby amended to read in its entirety as follows:

“For the purposes of this Agreement, the “Target Benefit Amount” shall be an amount equal to thirty percent (30%) of the average of Executive’s three (3) highest calendar years of Base Salary (as of the date of Separation From Service, death, or Disability).”

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B. The first paragraph of Section 4.1 is hereby amended to read in its entirety as follows:

“Executive Benefit Payments in the Event of: (i) Normal Retirement; (ii) an Involuntary Termination Without Cause; (iii) a Termination for Good Reason which occurs within six (6) months before or eighteen (18) months following a Change in Control; or (iv and v) if on or after May 7, 2025, Executive is Involuntarily Terminated or Executive Terminates For Good Reason. If (i) Executive Separates from Service on a date which satisfies the requirements of Normal Retirement (and other than for Cause or due to Disability, (ii) Executive Separates From Service due to an Involuntary Termination Without Cause; (iii) Executive Separates From Service within a period beginning six (6) months prior to a Change in Control and ending eighteen (18) months following a Change in Control and such Separation From Service is a Termination For Good Reason; or (iv and v) if on or after May 7, 2025, Executive is Involuntarily Terminated or Terminates For Good Reason, then the Executive Benefit to which Executive is entitled shall be determined as follows:”

2.	Governing Law. This Amendment and the obligations of the parties hereto shall be governed by and interpreted, construed and enforced in accordance with the laws of the California (regardless of the laws that might otherwise govern under applicable principles or conflicts of law) as to all matters, including but not limited to matters of validity, construction, effect, performance and remedies.

3.	Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Delivery may be made by the facsimile transmission of a signed counterpart.

4.	Further Amendments. This Amendment cannot be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by both of the parties. The execution of any further amendment to this Amendment by all parties hereto shall establish that such execution was made in accordance with any applicable requirements for approval.

5.	Entire Agreement. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, term sheets, letters of intent or representations by or among the parties, written or oral, to the extent they related in any way to the subject matter hereof. Except as otherwise provided in this Amendment, the Agreement shall remain unchanged and in full force and effect.

[Signature Page Follows]

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In Witness Whereof, the undersigned have executed this Amendment, effective as of the Closing Date.

	EXECUTIVE

	/s/ Steven E. Shelton
	Steven E. Shelton

	CALIFORNIA BANK OF COMMERCE, N.A.

	By:	/s/ David I. Rainer
	Name:	David I. Rainer
	Title:	Executive Chairman

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Exhibit 10.9

CALIFORNIA BANK OF COMMERCE

SPLIT-DOLLAR AGREEMENT

(By and Between California Bank of Commerce and Thomas A. Sa)

This CALIFORNIA BANK OF COMMERCE SPLIT-DOLLAR AGREEMENT (“Agreement”) was executed on January 14, 2020 (“Execution Date”) by and between California Bank of Commerce, a California banking corporation having its main office in Lafayette, California (the “Bank” or “Employer”), and Thomas A. Sa, an individual (“Insured”) and was effective as of June 1, 2019. Wherefore, the parties agree as follows:

R E C I T A L S:

A. Insured is currently an executive of the Bank and provides valuable service to the Bank.

B. The Bank desires to provide Insured with certain death benefits under a life insurance policy or polices purchased by the Bank on the life of Insured.

NOW, THEREFORE, the parties hereto, for and in consideration of the mutual promises contained herein and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound hereby, do hereby agree as follows:

1. This Agreement pertains to the life insurance policy or policies (the “Policy”) listed on Exhibit A, attached and made a part hereto.

2. Ownership of Policy. The Bank (or the trustee in the event a Rabbi Trust is established at the direction of the Bank) shall own all of the right, title and interest in the Policy and shall control all rights of ownership with respect thereto. The Bank, in its sole discretion, may exercise its right to borrow against or withdraw the cash value of the Policy, but only pursuant to an enforceable order at law or from any regulatory body having jurisdiction over the Bank. In the event coverage under the Policy is increased by the Bank, such increased coverage shall be subject to all of the rights, duties and obligations set forth in this Agreement.

3. Designation of Beneficiary. Insured may designate one or more beneficiaries (on the Beneficiary Designation Form attached hereto as Exhibit B) to receive that portion of the death benefit under the Policy set forth herein below in paragraph 6(a) (the “Death Benefit”), subject to any right, title or interest the Bank may have in such proceeds as provided herein. In the event Insured fails to designate a beneficiary, any benefits payable pursuant hereto shall be paid to the estate of Insured.

4. Maintenance of Policy. It is the Bank’s intention to maintain a life insurance policy for the benefit of the Insured during the Insured’s employment with the Bank. Accordingly, the Bank shall be responsible for making any required premium payments and to take all other actions within the Bank’s reasonable control in order to keep the Policy in full force and effect; provided, however, that the Bank must replace the Policy with a comparable policy or policies so long as Insured’s beneficiaries will be entitled to receive an amount of death proceeds under Section 6 substantially equal to those that the beneficiaries would be entitled to if the original Policy were to remain in effect. If any such replacement is made, all references herein to the “Policy” shall thereafter be references to such replacement policy or policies. If the Policy contains any premium waiver provision, any such waived premiums shall be considered for the purposes of this Agreement as having been paid by the Bank. The Bank shall be under no obligation to set aside, earmark or otherwise segregate any funds with which to pay its obligations under this Agreement, including, but not limited to, payment of Policy premiums. The parties acknowledge that as of the Execution Date all Policy premiums have been paid in full.

(a) Notwithstanding anything in this Agreement to the contrary, in the event that for any reason:

(i) The Insurer as defined in Exhibit A, or any successor Insurer or substitute or replacement Insurer denies a claim under the Policy;

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(ii) The Insurer or any successor Insurer or substitute or replacement Insurer fails to pay a claim under the Policy, including but not limited to as a result of the bankruptcy, insolvency or other similar proceeding being instituted by or against the Insurer or any successor Insurer or substitute or replacement Insurer; or

(iii) No death benefits have been paid under the Policy to Bank (or to the extent of any endorsement agreed to by Bank to the Insured, the Insured’s estate or the Beneficiaries);

then no amounts shall be due hereunder by Bank to Insured, Insured’s estate or beneficiaries. Insured and all beneficiaries hereby and will in the future, hold Bank harmless from any payment obligation hereunder to the extent an event described in subsections (i), (ii) or (iii) occurs or a claim under the Policy has not been paid for any reason by the Insurer or death benefits have not been paid under the Policy to Bank (or to the extent of any endorsement agreed to by Bank to the Insured, the Insured’s estate or the beneficiaries) by Insurer. This hold harmless provision shall not preclude nor prevent Insured and his beneficiaries from seeking any recoveries from or against Insurer.

(b) It is the intent of the parties that this Agreement provides for a death benefit only and provides Insured with no retirement or deferred compensation benefits or rights. In addition, it is the intent of the parties that this Agreement shall provide a benefit only while Insured is employed by the Bank, and this Agreement shall terminate upon Insured’s termination of employment in accordance with the provisions of Paragraph 9(a)(iii).

(c) It is the intent of the parties that any of Insured’s rights to payment hereunder shall be funded solely from the Policy proceeds and Bank shall have no liability or obligation to Insured in the event of non-payment of Policy death proceeds or default of Insurer for any reason, unless such non-payment is solely due to the action or inaction of the Bank.

5. Reporting Requirements. The Bank will report on an annual basis to Insured the economic benefit attributable to this Agreement on IRS Form W-2, or if applicable Form 1099, so that Insured can properly include said amount in his taxable income. Insured agrees to accurately report and pay all applicable taxes on such amount as income reportable hereunder to Insured.

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6. Policy Proceeds. Subject to Section 9, upon the death of Insured, the Death Benefit and other proceeds of the Policy shall be determined and paid in the following manner:

(a) In the event the Insured has not terminated employment with the Bank at the time of death and has not become entitled to receive a benefit pursuant to the provisions of the Executive Supplemental Compensation Agreement which was executed by the parties on January ___, 2020 (“SERP”), then Insured’s beneficiary(ies) designated in accordance with Section 3 shall be entitled to an amount equal to the following:

Step 1: Determine the lesser of (A) the greater of (x) $835,135 or (y) the then balance in the SERP’s ALB (as defined in the SERP) or (B) one hundred percent (100%) of the Net Amount-at-Risk. This shall be the amount Insured’s Beneficiary(ies) shall receive. The term “Net Amount-at-Risk” shall be defined as the total proceeds of the Policy less the cash value of the Policy.

In the alternative, in the event that the Insured has terminated employment with the Bank prior to the time of his death, then this Agreement shall have terminated pursuant to the terms of Paragraph 9(a)(iii), and neither Insured nor Insured’s designated beneficiaries shall be entitled to receive any amounts under this Agreement.

For the purposes of this Agreement, Insured will be considered to have terminated his employment when he has a “Separation from Service” or “terminates employment” within the meaning of Code Section 409A and any future notices or guidance related thereto.

(b) The Bank shall be entitled to any death proceeds payable under the Policy remaining after payment of the Death Benefit to the Insured’s beneficiary(ies) under Paragraph 6(a).

(c) The Bank and Insured shall share in any interest due on the death proceeds of the Policy on a pro rata basis based upon the amount of proceeds due each party divided by the total amount of proceeds, excluding any such interest.

7. Accelerated Benefit in the Event of Terminal or Chronic Illness. For the purposes of this Agreement, the term “Accelerated Benefit” shall mean amounts requested and received pursuant to any Policy(ies) rider permitting the policy owner or Insured access to portions of the eligible death benefit in the event the Insured is diagnosed with a chronic or terminal illness as required by the individual Policy(ies).

Provided Insured’s right to receive benefits under this Agreement has not terminated pursuant to the provisions of Section 9 herein, and provided the Policy(ies) provides for such option through an Accelerated Benefit or living benefit rider, Insured shall have the right to request, in writing, the full amount to which he is entitled under this Agreement, and subject to any further limitation on dollar amounts imposed by the Policy(ies). Any Accelerated Benefit paid to the Insured hereunder shall be deducted from any amounts to which Insured or his Beneficiary(ies) is (or may be) entitled pursuant to the provisions of Section 6 above. Neither Employer nor Corrigan & Company (PFIS) make any representations or warranties about the tax consequences of such a request for accelerated or living benefits.

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In addition, and subject to the foregoing, at all times prior to the Insured’s death, the Bank shall be entitled to an amount equal to the Policy(ies)’s cash value, as that term is defined in the Policy(ies) contract, less any Policy loans, accelerated benefits and unpaid interest or cash withdrawals previously incurred by the Bank and any applicable surrender charges. Such cash value shall be determined as of the date of surrender or death as the case may be.

8. Cash Surrender Value of the Policy. The “Cash Surrender Value of the Policy” shall be equal to the cash value of the Policy at the time of the Insured’s death or upon surrender of the Policy, as applicable, less (i) any policy or premium loans or withdrawals or any other indebtedness secured by the Policy, and any unpaid interest thereon, previously incurred or made by the Bank, and (ii) any applicable surrender charges, as determined by the Insurer or agent servicing the Policy.

9. Termination of Agreement.

(a) This Agreement shall terminate immediately upon the first to occur of the following:

(i) The distribution of the Death Benefit proceeds in accordance with Section 6 above;

(ii) The surrender or termination of the Policy by the Bank (A) pursuant to an enforceable order at law or from any regulatory body having jurisdiction over the Bank or (B) upon the asset represented by the Policy being classified as substandard by any regulatory body having jurisdiction over the Bank.

(iii) Insured’s termination of employment;

(iv) In addition, this Agreement shall also terminate in the event Insured requests and receives an Accelerated Benefit in an amount equal to the full amount he is (or may be) entitled to receive pursuant to the provisions of Section 6 above.

(b) Insured acknowledges and agrees that the termination of this Agreement pursuant to subsections (a)(ii) through (iv) above shall terminate any rights of the Insured’s Beneficiary(ies) to receive any Death Benefit proceeds of the Policy under this Agreement, and such termination shall be without any liability of any nature by Bank to Insured.

10. Assignment. Insured shall not make any assignment of Insured’s rights, title or interest in or to the Death Benefit whatsoever without the prior written consent of the Bank (which may be withheld for any reason or no reason in its sole and absolute discretion) and acknowledgment by the Insurer. The foregoing sentence shall not preclude nor prevent Insured from changing his beneficiary under the Policy in accordance with the terms of the Policy.

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11. Administration.

(a) This Agreement shall be administered by the Compensation Committee of the Board of Directors of the Bank (the “Committee”).

(b) As the administrator of the Agreement, the Committee shall have the powers, duties and full discretion to:

(i) Construe and interpret the provisions of this Agreement;

(ii) Adopt, amend or revoke rules and regulations for the administration of this Agreement, provided they are not inconsistent with the provisions of this Agreement;

(iii) Provide appropriate parties with such returns, reports, descriptions and statements as may be required by law, within the times prescribed by law and to make them available to the Insured (or the Insured’s beneficiary) when required by law;

(iv) Take such other action as may be reasonably required to administer this Agreement in accordance with its terms or as may be required by law;

(v) Withhold applicable taxes and file with the Internal Revenue Service appropriate information returns with respect to any payments and/or benefits provided hereunder; and

(vi) Appoint and retain such persons as may be necessary to carry out its duties as administrator.

(c) The Bank shall be responsible for the management, control and administration of the Policy’s death proceeds. The Bank may, in its reasonable discretion, delegate certain aspects of its management and administrative responsibilities. If the Bank has a claim which it believes may be covered under the Policy, it will contact the Insurer in order to complete a claim form and determine what other steps need to be taken. The Insurer will evaluate and make a decision as to payment. If the claim is eligible for payment under the Policy, checks will be issued to the Bank and the Beneficiary(ies). If the Insurer determines that a claim is not eligible for payment under the Policy, the Bank may, in its sole discretion, contest such claim denial by contacting the Insurer in writing, but shall not be liable to Insured for any failure to contest such claim denial.

12. Claims Procedures.

(a) For purposes of these claims procedures, the Committee shall serve as the “Claims Administrator.”

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(b) If the Insured or any beneficiary of the Insured should have a claim for benefits hereunder he or she shall file such claim by notifying the Claims Administrator in writing. The Claims Administrator shall make all determinations as to the right of any person or persons to a benefit hereunder, and the amount of such benefit, in its full and sole discretion. Benefit claims shall be made by the Insured, his beneficiary or beneficiaries or a duly authorized representative thereof (the “claimant”). All determinations of the Claims Administrator shall be binding upon the Insured, any claimant, and any person claiming through them.

If the claim is wholly or partially denied, the Claims Administrator shall provide written or electronic notice thereof to the claimant within a reasonable period of time, but not later than ninety (90) days after receipt of the claim. An extension of time for processing the claim for benefits is allowable if special circumstances require an extension, but such an extension shall not extend beyond one hundred eighty (180) days from the date the claim for benefits is received by the Claims Administrator. Written notice of any extension of time shall be delivered or mailed within ninety (90) days after receipt of the claim and shall include an explanation of the special circumstances requiring the extension and the date by which the Claims Administrator expects to render the final decision.

The notice of adverse benefit determination shall (i) specify the reason for the denial; (ii) reference the provisions of this Agreement on which the denial is based; (iii) describe the additional material or information, if any, necessary for the claimant to receive benefits and explain why such information is necessary; (iv) indicate the steps to be taken by the claimant if a review of the denial is desired, including the time limits applicable thereto; and (v) contain a statement of the claimant’s right to bring a civil action under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in the event of an adverse determination on review.

If notice of the adverse benefit determination is not furnished in accordance with the preceding provisions of this Section, the claim shall be deemed denied and the claimant shall be permitted to exercise his right to review as set forth below.

(c) If a claim is denied and a review is desired, the claimant shall notify the Claims Administrator in writing within sixty (60) days after receipt of written notice of a denial of a claim. In requesting a review, the claimant may submit any written comments, documents, records, and other information relating to the claim, the claimant feels are appropriate. The claimant shall, upon request and free of charge, be provided reasonable access to, and copies of, all documents, records and other information “relevant” to the claimant’s claim for benefits. The Claims Administrator shall review the claim taking into account all comments, documents, records and other information submitted by the claimant, without regard to whether such information was submitted or considered in the initial benefit determination.

The Claims Administrator shall provide the claimant with written or electronic notification of the benefit determination upon review. In the event of an adverse benefit determination on review, the notice thereof shall (i) specify the reason or reasons for the adverse determination; (ii) reference the specific provisions of this Agreement on which the benefit determination is based; (iii) contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of all records and other information in the file and regarding claimant’s claim for benefits; and (iv) inform the claimant of the right to bring a civil action under the provisions of ERISA.

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(d) After exhaustion of the claims procedure as provided herein, nothing shall prevent the claimant from pursuing any other legal or equitable remedy otherwise available, including the right to bring a civil action under Section 502(a) of ERISA, if applicable. Notwithstanding the foregoing, no legal action may be commenced or maintained against the Bank, the Board, the Committee, and any member of the Board or the Claims Administrator more than ninety (90) days after the claimant has exhausted the administrative remedies set forth in this Section 12.

(e) In the event a claim above is a claim for disability benefits, then the applicable time periods for notifying claimants regarding benefit determinations shall be reduced as required by 29 CFR 2560.503-1. Thus, the plan administrator shall provide notice to the claimant within a reasonable period of time, but not later than forty-five (45) days after receipt of the claim. This period may be extended by up to thirty (30) days, provided that the plan administrator both determines that such an extension is necessary due to matters beyond the control of the plan and notifies the claimant, prior to the expiration of the initial forty-five (45) day period, of the circumstances requiring the extension of time and the date by which the plan expects to render a decision. If, prior to the end of the first thirty (30) day extension period, the administrator determines that, due to matters beyond the control of the plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for up to an additional thirty (30) days, provided that the plan administrator notifies the claimant, prior to the expiration of the first thirty (30) day extension period, of the circumstances requiring the extension and the date as of which the plan expects to render a decision. In the case of any extension under this paragraph, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and the claimant shall be afforded at least forty-five (45) days within which to provide the specified information. In addition to complying with such timing rules, a claim under this paragraph shall comply with all procedural requirements under ERISA, including but not limited to providing a detailed explanation for the denial in a language calculated to be understood by the Claimant, considering all submitted information regardless of whether submitted in the initial claim, avoiding conflicts of interest when making a determination, and advising of any statutory filing deadlines.

13. Confidentiality. Insured agrees that the terms and conditions of this Agreement, except as such may be disclosed in financial statements and tax returns, or in connection with estate planning, or otherwise required by state or federal securities laws or any regulatory authority, are and shall forever remain confidential, and Insured agrees that he shall not reveal the terms and conditions contained in this Agreement at any time to any person or entity, other than his financial and professional advisors unless required to do so by a court of competent jurisdiction.

14. Other Agreements. The benefits provided for herein for Insured are supplemental life insurance benefits and shall not be deemed to modify, affect or limit any salary or salary increases, bonuses, profit sharing or any other type of compensation of Insured in any manner whatsoever. No provision contained in this Agreement shall in any way affect, restrict or limit any existing employment agreement between the Bank and Insured, nor shall any provision or condition contained in this Agreement create specific rights of Insured or limit the right of the Bank to discharge Insured with or without cause. Except as otherwise provided therein, nothing contained in this Agreement shall affect the right of Insured to participate in or be covered by or under any qualified or non-qualified pension, profit sharing, group, bonus or other supplemental compensation, retirement or fringe benefit plan constituting any part of the Bank’s compensation structure whether now or hereinafter existing.

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15. Withholding. Notwithstanding any of the provisions hereof, the Bank may withhold from any payment to be made hereunder or deemed reportable income such amount as it may be required to withhold under any applicable federal, state or other law, and transmit such withheld amounts to the applicable taxing authority, in accordance with Paragraph 11(b)(v) above.

16. Miscellaneous Provisions.

(a) Counterparts. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument.

(b) Survival. The provisions of Sections 4(a), 13 and 16 of this Agreement shall survive the termination of this Agreement indefinitely, regardless of the cause of, or reason for, such termination.

(c) Construction. As used in this Agreement, the neuter gender shall include the masculine and the feminine, the masculine and feminine genders shall be interchangeable among themselves and each with the neuter, the singular numbers shall include the plural, and the plural the singular. The term “person” shall include all persons and entities of every nature whatsoever, including, but not limited to, individuals, corporations, partnerships, governmental entities and associations. The terms “including,” “included,” “such as” and terms of similar import shall not imply the exclusion of other items not specifically enumerated.

(d) Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be held to be invalid, illegal, unenforceable or inconsistent with any present or future law, ruling, rule or regulation of any court, governmental or regulatory authority having jurisdiction over the subject matter of this Agreement, such provision shall be rescinded or modified in accordance with such law, ruling, rule or regulation and the remainder of this Agreement or the application of such provision to the person or circumstances other than those as to which it is held inconsistent shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

(e) Governing Law. This Agreement is made in the State of California and shall be governed in all respects and construed in accordance with the laws of the State of California without regard to its conflicts of law principles, except to the extent superseded by the Federal laws of the United States.

(f) Binding Effect. This Agreement is binding upon the parties, their respective successors, permitted assigns, heirs and legal representatives. Without limiting the foregoing, the terms of this Agreement shall be binding upon Insured’s estate, administrators, personal representatives and heirs. This Agreement may be assigned by Bank to any party to which Bank assigns or transfers the Policy. This Agreement has been approved by the Committee and the Bank agrees to maintain an executed counterpart of this Agreement in a safe place as an official record of the Bank.

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(g) [Omitted].

(h) Assignment of Rights. None of the payments provided for by this Agreement shall be subject to seizure for payment of any debts or judgments against the Insured or any beneficiary; nor shall the Insured or any beneficiary have any right to transfer, modify, anticipate or encumber any rights or benefits hereunder; provided, however, that the undistributed portion of any benefit payable hereunder shall at all times be subject to set-off for debts owed by Insured to Bank.

(i) Entire Agreement. This Agreement (together with its exhibits, which are incorporated herein by reference) constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, agreements and understandings, whether oral or written, relating to the subject matter hereof.

(j) Notice. Any notice to be delivered under this Agreement shall be given in writing and delivered by hand, or by first class, certified or registered mail, or by nationally-recognized overnight delivery service, postage prepaid, addressed to the Bank or the Insured, as applicable, at the address for such party set forth below or such other address designated by notice.

	Bank:	California Bank of Commerce
		1300 Clay Street, Suite 500
		Oakland, CA 94612

		Attn: President & Chief Executive Officer

	Insured:	Thomas A. Sa

	Compensation	c/o California Bank of Commerce
	Committee:	1300 Clay Street, Suite 500
		Oakland, CA 94612

Such notice shall be deemed to have been given upon the earlier of receipt or refusal.

(k) Non-waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

(l) Headings. Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

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(m) Amendment. No amendments or additions to this Agreement shall be binding unless in writing and signed by both parties. No waiver of any provision contained in this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is asserted

(n) Seal. The parties hereto intend this Agreement to have the effect of an agreement executed under the seal of each.

(o) Purpose. The primary purpose of this Agreement is to provide certain death benefits to the Insured as a member of a select group of management or highly compensated employees of the Bank.

(p) The parties do not intend that any amounts payable under this Agreement will be subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement shall be interpreted and administered in accordance with such intention. Notwithstanding the foregoing, the Bank may amend, modify or terminate this Agreement (and may do so retroactively) without the consent and or approval of the Insured or any beneficiary of the Insured if such amendment, modification or termination is necessary to either make this Agreement not subject to Code Section 409A, or to ensure compliance with Code Section 409A or in order to avoid the application of any penalties that may be imposed upon the Insured and any beneficiary of the Insured pursuant to the provisions of Code Section 409A. Notwithstanding the foregoing, Insured understands and agrees that he bears the entire risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payment on a basis contrary to the provisions of Code Section 409A or comparable provisions of any applicable state or local income tax laws.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Execution Date.

CALIFORNIA Bank OF COMMERCE

By	/s/ Steven E. Shelton
Its	President and CEO
Date

INSURED: Thomas A. Sa

/s/ Thomas A. Sa
Date	2/5/2020

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EXHIBIT A

TO THE

CALIFORNIA BANK OF COMMERCE

SPLIT-DOLLAR AGREEMENT

(By and Between California Bank of Commerce and Thomas A. Sa)

Carrier & Policy Information:

Carrier

Policy Number

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EXHIBIT B

BENEFICIARY DESIGNATION FORM

FOR THE

CALIFORNIA BANK OF COMMERCE

SPLIT-DOLLAR AGREEMENT

(By and Between California Bank of Commerce and Thomas A. Sa)

**NOTE: Because certain states have laws impacting beneficiary designations in the event of a divorce, a new form should be completed upon divorcing. In addition, in order to guarantee that the intended Beneficiary(ies) receive amounts owing, a new beneficiary designation form should be submitted whenever there is a significant life event, such as a birth, marriage, separation, divorce, or death of intended beneficiary.

I.	PRIMARY DESIGNATION

(You may refer to the beneficiary designation information prior to completion of this form.)

A.	Person(s) as a Primary Designation:
	(Please indicate the percentage for each beneficiary.)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

B.	Estate as a Primary Designation:

My Primary Beneficiary is The Estate of ______________________________________ as set forth in the last will and testament dated the _____ day of _____________, _____ and any codicils thereto.

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C.	Trust as a Primary Designation:

Name of the Trust: ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

___________________________________________________________________________

Is this an Irrevocable Life Insurance Trust? ________ Yes ________ No

(If yes and this designation is for a Split Dollar agreement, an Assignment of Rights form should be completed.)

II.

SECONDARY (CONTINGENT) DESIGNATION

A.	Person(s) as a Secondary (Contingent) Designation:
	(Please indicate the percentage for each beneficiary.)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

Name___________________________________

Relationship___________________ / _______%

Address:
	(Street)	(City)	(State)	(Zip)

B.	Estate as a Secondary (Contingent) Designation:

My Secondary Beneficiary is The Estate of _____________________________________ as set forth in my last will and testament dated the _____ day of ___________, _____ and any codicils thereto.

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C.	Trust as a Secondary (Contingent) Designation:

Name of the Trust: ____________________________________________________________

Execution Date of the Trust: _____ / _____ / _________

Name of the Trustee: __________________________________________________________

Beneficiary(ies) of the Trust (please indicate the percentage for each beneficiary):

___________________________________________________________________________

All sums payable under the Split-Dollar Agreement by reason of my death shall be paid to the Primary Beneficiary(ies), if he or she survives me, and if no Primary Beneficiary(ies) shall survive me, then to the Secondary (Contingent) Beneficiary(ies). This beneficiary designation is valid until I notify the bank in writing.


Insured		Date

NOTE*** IF YOU RESIDE IN A COMMUNITY PROPERTY STATE (ARIZONA, CALIFORNIA, IDAHO, LOUISIANA, NEVADA, NEW MEXICO, TEXAS, WASHINGTON OR WISCONSIN), AND YOU ARE DESIGNATING A BENEFICIARY OTHER THAN YOUR SPOUSE, THEN IT IS RECOMMENDED THAT YOUR SPOUSE ALSO SIGN THE BENEFICIARY DESIGNATION FORM.

I am aware that my spouse, the above-named Insured has designated someone other than me to be the beneficiary and waive any rights I may have to the proceeds of such insurance under applicable community property laws. I understand that this consent and waiver supersedes any prior spousal consent or waiver under this plan and that it only applies to this Beneficiary Designation Form.

Spouse Signature:

Date:

Witness (other than insured):___________________________

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Exhibit 10.10

CALIFORNIA BANCORP

2017 EQUITY INCENTIVE PLAN

Amended and Restated as of May 18, 2023

1. Preamble. The Board of Directors of California Bank of Commerce from time to time has adopted, and the shareholders of California Bank of Commerce have approved various long-term incentive compensation programs that have authorized grants of incentive stock options, nonqualified stock options, stock appreciation rights, and restricted stock awards. The Board of Directors of California Bank of Commerce adopted the California Bank of Commerce 2017 Equity Incentive Plan and this was approved by the shareholders of California Bank of Commerce on May 18, 2017. On June 30, 2017, California Bank of Commerce consummated a reorganization (the “Reorganization”) whereby it became the wholly-owned subsidiary of California BanCorp (“BanCorp”) and the shareholders of California Bank of Commerce became shareholders of California BanCorp. As part of the Reorganization, California BanCorp assumed all of the rights and obligations of California Bank of Commerce under the California Bank of Commerce 2017 Equity Incentive Plan and renamed the plan as the California BanCorp 2017 Equity Incentive Plan. The 2017 Plan was subsequently amended and restated on February 28, 2020 and again, with shareholder approval on August 6, 2020. In accordance with Section 19(a), the Board of Directors amended and restated the 2017 Plan as set forth herein effective as of May 18, 2023, subject to shareholder approval at the 2023 Annual Meeting of Shareholders.

2. Purpose. The purpose of this 2017 Plan is to promote the interests of BanCorp and its shareholders by providing current and future directors, officers, key employees, consultants and Advisors with an equity or equity-based interest in BanCorp, so that the interests of such directors, officers, employees, consultants and Advisors will be closely associated with the interests of shareholders by reinforcing the relationship between shareholder gains and compensation. Rights granted pursuant to this 2017 Plan, which include stock options (both Incentive Stock Options and Nonqualified Stock Options), stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards, may also be used to attract, retain and motivate eligible persons.

3. Eligibility. Current and future directors, officers, key employees, consultants and Advisors of BanCorp and its Subsidiaries (for purposes of this 2017 Plan, all references to BanCorp shall include its Subsidiaries) shall be eligible to participate in this 2017 Plan to the extent determined by the Committee in its sole discretion. Eligible Employees shall be selected by the Committee based upon such factors as the employee’s past and potential contributions to the success, profitability, and growth of BanCorp.

4. Definitions. If a Participant’s employment agreement or Award Agreement (or other written agreement executed by and between Participant and Bancorp) expressly includes defined terms that expressly are different from and/or conflict with the defined terms contained in this Section 4 or elsewhere in this 2017 Plan then the defined terms contained in the employment agreement or Award Agreement (or other written agreement executed by and between Participant and Bancorp) shall govern and shall supersede the definitions provided in this 2017 Plan with respect to such Participant.

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(a) “Advisor” shall mean any natural person or entity who/which is engaged to render bona fide consulting or advisory services to BanCorp or the Board of Directors, other than a person who provides such services in connection with the offer or sale of securities in a capital-raising transaction.

(b) “Award” shall mean, individually or collectively, a grant under this 2017 Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, or Other Stock-Based Awards, in each case subject to the terms of this 2017 Plan.

(c) “Award Agreement” shall mean a written agreement entered into by BanCorp and a Participant setting forth the terms and provisions applicable to an Award granted under this 2017 Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant.

(d) “Bank” shall mean California Bank of Commerce.

(e) “Board of Directors” shall mean the Board of Directors of BanCorp.

(f) “Change in Control” shall mean the occurrence of any one of the following events:

(1) any “person” including a “group” as determined in accordance with the Section 13(d)(3) of the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of securities of BanCorp representing 50 percent or more of the combined voting power of BanCorp’s then outstanding securities;

(2) the consummation of a merger, consolidation, reorganization or similar corporate transaction, whether or not BanCorp is the surviving entity in such transaction, other than a merger, consolidation, or reorganization that would result in the persons who are beneficial owners of Bancorp’s voting securities outstanding immediately prior thereto continuing to beneficially own, directly or indirectly, in substantially the same proportions, at least a simple majority of the combined voting power of BanCorp’s voting securities (or the voting securities of the surviving entity in such transaction) outstanding immediately after such merger, consolidation or reorganization or other similar corporate transaction;

(3) a tender offer or exchange offer is made and consummated for the ownership of securities of BanCorp representing more than 50 percent of the combined voting power of BanCorp’s then outstanding voting securities; or

(4) BanCorp transfers all or substantially all of its assets to another entity which is not controlled by BanCorp;

provided, however, for purposes of any Award that constitutes payment “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the term Change in Control must, to the extent needed to comply with Code Section 409A, also constitute a change in the ownership or effective control of Bancorp, or a change in the ownership of a substantial portion of the assets of Bancorp, within the meaning of Treasury Regulation § 1.409A-3(i)(5) if required in order to comply with Code Section 409A. The Committee shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control of and Bancorp has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control and any incidental matters relating thereto.

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(g) “Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this 2017 Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision.

(h) “Committee” shall mean the committee appointed by the Board of Directors to administer this 2017 Plan in accordance with Section 17.

(i) “Common Stock” shall mean the Common Stock, no par value, of BanCorp.

(j) “Director” shall mean a member of the Board of Directors.

(k) “Disability” shall mean that the Participant is classified as disabled under a long-term disability policy of BanCorp or, if no such policy applies, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Disability of a Participant shall be determined solely by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances.

(l) “Dividend Equivalents” has the meaning ascribed in Section 5(f).

(m) “Eligible Employees” shall mean persons treated by BanCorp for payroll and employment tax purposes as common law employees of BanCorp or a Subsidiary and described in Section 3.

(n) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

(o) “Exercise Price” shall mean the price at which a Share may be purchased by a Participant pursuant to an Option Right.

(p) “Fair Market Value” shall mean (i) if the Common Stock is listed on any established stock exchange or traded on the Nasdaq Stock Market or other national securities exchange, the closing sales price for such stock (or in the absence of reported sales on such date, the closing sales price on the immediately preceding date on which sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable; (ii) if the Common Stock is publicly traded but not listed or traded on any of the markets or exchanges described in subsection (i), the Fair Market Value of a Share shall be the average of the closing bid and asked prices on such date as reported in The Wall Street Journal or such other source as the Board deems reliable; (iii) in the absence of an established market for the Common Stock, the Fair Market Value shall be determined by the Board based upon an independent appraisal in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code.

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(q) “Grant Price” shall mean the price established at the time of grant of a Stock Appreciation Right pursuant to Section 9, and used to determine whether there is any payment due upon exercise of the Stock Appreciation Right.

(r) “Incentive Compensation” means any annual or long-term incentive award or bonus or any Award.

(s) “Incentive Stock Option” shall mean the right granted to an Eligible Employee to purchase Common Stock under this 2017 Plan, the grant, exercise and disposition of which are intended to comply with, and to be governed by, Code Section 422.

(t) “Nonqualified Stock Option” shall mean the right granted to an Eligible Employee, Director or Advisor to purchase Common Stock under this 2017 Plan, the grant, exercise and disposition of which are not intended to be subject to the requirements and limitations of Code Section 422.

(u) “Optionee” shall mean the Eligible Employee, Director or Advisor to whom an Option Right is granted pursuant to an agreement evidencing an outstanding Incentive Stock Option or Nonqualified Stock Option.

(v) “Option Right” shall mean the right to purchase a Share upon exercise of an outstanding Incentive Stock Option or Nonqualified Stock Option.

(w) “Other Stock-Based Award” means an Award that is not an Option Right, Stock Appreciation Right, Restricted Stock, or Restricted Stock Unit, that is granted under Section 12 and is payable by delivery of Common Stock and/or which is measured by reference to the value of Common Stock.

(x) “Participant” shall mean any Eligible Employee, Director or Advisor to whom an Award is granted and remains outstanding.

(y) “Restricted Stock Award” shall mean an award of Common Stock to a Director, Eligible Employee or Advisor that is subject to the restrictions and vesting conditions described in Section 10 and subject to tax under Code Section 83.

(z) “Restricted Stock Unit Award” means an Award described in Section 11 to a Director, Eligible Employee or Advisor reflecting a right to receive a Share (or, at the Committee’s discretion, a cash payment equal to the Fair Market Value of a Share) at some future date and that is subject those restrictions and vesting conditions set forth therein and the Award Agreement.

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(aa) “Section 16 Officer” means any officer of BanCorp whom the Board of Directors has determined is subject to the reporting requirements of Section 16 of the Exchange Act, whether or not such person is a Section 16 Officer at the time the determination to recoup compensation is made.

(bb) “Share” shall mean a share of Common Stock.

(cc) “Stock Appreciation Right” shall mean the right to receive one or more payments described in Section 9.

(dd) “Subsidiary” shall mean any corporation in which (at the time of determination) BanCorp owns or controls, directly or indirectly, 50 percent or more of the total combined voting power of all classes of stock issued by the corporation.

(ee) “Substitute Awards” means Awards granted or Shares issued by BanCorp in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by an entity acquired by BanCorp or with which BanCorp combines.

(ff) “2017 Plan” shall mean this California BanCorp 2017 Equity Incentive Plan as may be amended from time to time.

5. Shares Available Under this 2017 Plan.

(a) The Shares which may be made the subject of Awards granted pursuant to this 2017 Plan may be either (i) Shares of original issue, (ii) treasury Shares, or (iii) a combination of the foregoing.

(b) Subject to adjustments in accordance with Sections 5(d) and 14 of this 2017 Plan, the maximum number of Shares that may be issued to Participants under this 2017 Plan shall be one million four hundred twenty thousand (1,420,000) Shares.

(c) From the total Shares available for Awards as described in subparagraph 5(b), and subject to adjustments in accordance with Sections 5(d) and 14 of this 2017 Plan, the maximum number of Shares that may be issued with respect to the exercise of Incentive Stock Options granted under this 2017 Plan shall not exceed an aggregate of one million four hundred twenty thousand (1,420,000) Shares.

(d) Notwithstanding any other term or provision of this 2017 Plan, if any Shares covered by an Award under this 2017 Plan are forfeited or an Award is settled in cash or otherwise terminated without delivery of Shares or other compensation, then the Shares covered by that Award will again be available for future Awards under this 2017 Plan. However, the full number of Option Rights and Stock Appreciation Rights granted that are to be settled by the issuance of Shares shall be counted against the number of Shares available for Award under this 2017 Plan, regardless of the number of Shares actually issued upon settlement of such Option Rights or Stock Appreciation Rights. Furthermore, any Shares withheld to satisfy tax withholding obligations on an Award issued under this 2017 Plan, Shares tendered to pay the exercise price of an Award under this 2017 Plan, and Shares repurchased on the open market with the proceeds of an Option Right exercise will no longer be eligible to be again available for grant under this 2017 Plan. Substitute Awards, including without limitation any Shares that are delivered and any Awards that are granted by, or become obligations of, BanCorp, as a result of the assumption by BanCorp of, or in substitution for, outstanding awards previously granted by another entity shall not be counted against the Section 5 numerical Share grant limits.

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(e) Except in connection with a corporate transaction involving BanCorp (including, without limitation, any stock dividend, distribution (whether in the form of cash, Common Stock, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities, or similar transaction(s)), BanCorp may not, without obtaining the consent of BanCorp’s shareholders the holder thereof: (i) amend the terms of outstanding Option Rights or Stock Appreciation Rights to reduce the Exercise Price of such outstanding Option Rights or Grant Price of Stock Appreciation Rights; (ii) cancel outstanding Option Rights or Stock Appreciation Rights in exchange for Option Rights or Stock Appreciation Rights with an Exercise Price or Grant Price that is less than the Exercise Price or Grant Price of the original Option Rights or Stock Appreciation Rights; or (iii) cancel outstanding Option Rights or Stock Appreciation Rights with an Exercise Price or Grant Price above the Fair Market Value per Share in exchange for cash or other securities.

(f) Subject to the provisions of the Plan and to the extent expressly provided in the applicable Award Agreement, the recipient of an Award other than an Option or Stock Appreciation Right may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, amounts equivalent to cash, stock, or other property in lieu of dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award, as determined by the Committee in its sole discretion. The Committee may provide that the Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested and may provide that the Dividend Equivalents are subject to the same vesting or performance conditions as the underlying Award. Notwithstanding the foregoing, Dividend Equivalents credited in connection with an Award while the Shares are subject to restrictions and risk of forfeiture shall be subject to the same restrictions and risk of forfeiture as the underlying Award with respect to which such Dividend Equivalents have been credited.

6. Grants of Option Rights Generally. The Committee, or the full Board of Directors, may, from time to time and upon such terms and conditions as it may determine, grant or authorize the granting of Option Rights to Directors, Eligible Employees or Advisors. Each such Award may utilize any or all of the authorizations, and shall be subject to all of the limitations, contained in the following provisions:

(a) Each Award shall specify whether it is intended as a grant of Incentive Stock Options or Nonqualified Stock Options (and if nothing is specified then the Award shall be a Nonqualified Stock Option).

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(b) Each Award shall specify the number of Shares to which it pertains.

(c) Each Award of Incentive Stock Options shall specify an Exercise Price not less than 100 percent of the Fair Market Value per Share on the date the Incentive Stock Option is granted.

(d) Each Award of Nonqualified Stock Options shall specify an Exercise Price not less than 100 percent of the Fair Market Value per Share on the date the Nonqualified Stock Option is granted unless the Committee elects to structure such Option Right with limited exercise dates and in compliance with Code Section 409A.

(e) Successive Awards may be made to the same Optionee whether or not any Option Rights previously granted to such Optionee remain unexercised.

(f) Upon exercise of an Option Right, the entire Exercise Price shall be then fully paid (i) in cash, (ii) by the transfer to BanCorp by the Optionee of Shares with an aggregate value equal to the Fair Market Value per Share multiplied by the number of Shares transferred (which transfer method may include without limitation a “net exercise” in which Shares deliverable upon exercise of the Option Right are withheld by the Company, delivery (or attestation) of Shares already owned by the Participant, valued at the Fair Market Value of such Shares on the date of exercise, (iii) by payment under a broker-assisted sale and remittance program acceptable to the Committee, (iv) by delivery of a full recourse promissory note, (v) by any other lawful means of payment acceptable to the Committee, and/or (vi) by a combination of such methods of payment described in (i) through (v) above. The methods provided by clauses (ii) through (vi) are permitted solely to the extent approved by the Committee.

(g) Each grant of Option Rights shall be evidenced by an Award Agreement executed on behalf of BanCorp by any officer designated by the Committee for this purpose and delivered to and accepted by the Optionee and shall contain such terms and provisions, consistent with this 2017 Plan, as the Committee may approve.

(h) Except to the extent provided in Section 15, the Board of Directors and/or the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the Exercise Price or the Grant Price of any outstanding Option Right or Stock Appreciation Right or to grant any new Award, or make any cash payment, in substitution for or upon the cancellation of Option Rights or Stock Appreciation Rights previously granted.

7. Special Rules for Grants of Incentive Stock Options.

(a) As provided in Section 6(c), the Exercise Price of an Incentive Stock Option shall not be less than 100 percent of the Fair Market Value per Share on the date of the grant of the Incentive Stock Option; provided, however, that, if an Incentive Stock Option is granted to any Eligible Employee who, immediately after such option is granted, is considered to own stock possessing more than ten percent of the combined voting power of all classes of stock of BanCorp, or any of its subsidiaries, the Exercise Price per Share shall be not less than 110 percent of the Fair Market Value per Share on the date of the grant of the option, and such option may be exercised only within five years of the date of the grant.

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(b) Except as otherwise provided in Section 7(a), the period of each Incentive Stock Option by its terms shall be not more than ten years from the date the Incentive Stock Option is granted as specified by the Committee.

(c) The Committee shall establish the time or times within the option period when the Incentive Stock Option may be exercised in whole or in such parts as may be specified from time to time by the Committee, except that Incentive Stock Options shall not be exercisable later than ten years following the date the option is granted. The date of grant of each Option Right shall be the date of its authorization by the Committee unless otherwise expressly stated by the Committee.

(d) Except as provided in Section 15, or as may be provided by the Committee or specified in an Award Agreement, (i) in the event of the Optionee’s termination of employment due to any cause, including death or retirement, rights to exercise Incentive Stock Options shall cease, except for those which are exercisable as of the date of termination, (ii) rights that are exercisable as of the date of termination shall remain exercisable for a period of three months following a termination of employment for any cause other than death or Disability, and for a period of one year following a termination due to death or Disability, and (iii) the right to exercise Incentive Stock Options that are not exercisable as of the date of termination shall be forfeited. No Incentive Stock Option shall, in any event, be exercised after the expiration of ten years from the date such option is granted, or such earlier date as may be specified in the Award Agreement.

(e) No Incentive Stock Options shall be granted hereunder to any Optionee that would allow the aggregate fair market value (determined at the time the option is granted) of the stock subject of all Incentive Stock Options, including the Incentive Stock Option in question, which such Optionee may exercise for the first time during any calendar year, to exceed $100,000.

8. Special Rules for Grants of Nonqualified Stock Options.

(a) Except as may be provided by the Committee or specified in an Award Agreement, (i) in the event of the Optionee’s termination of employment or service as a Director due to death or Disability, rights to exercise Nonqualified Stock Options that are exercisable as of the date of termination shall remain exercisable for one year following termination, (ii) in the event of the Optionee’s termination of employment or service as a Director is due to any other reason, the rights to exercise Nonqualified Stock Options that are exercisable as of the date of termination shall remain exercisable for three months following termination, and (iii) the right to exercise Nonqualified Stock Options that are not exercisable as of the date of termination shall be forfeited.

(b) BanCorp shall not create any record or evidence of Common Stock ownership for an Optionee who exercises a Nonqualified Stock Option, unless payment of the required lawful withholding taxes has been made to BanCorp by check, payroll deduction, Shares or other arrangements satisfactory to the Committee.

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9. Stock Appreciation Rights.

(a) Upon such conditions and limitations it deems advisable, the Committee may authorize the grant of Stock Appreciation Rights with respect to one or more Shares. Upon the valid exercise of a vested Stock Appreciation Right, the holder of such Stock Appreciation Right shall receive a lump sum payment for each applicable Share equal to the excess (if any) of (i) the Fair Market Value of one Share on the date of exercise, over (ii) the Grant Price.

(b) Upon such conditions and limitations it deems advisable, the Committee also may authorize (i) the surrender of the right to exercise all or a portion of an Option Right granted under this 2017 Plan that is exercisable at the time of surrender, and (ii) the payment in exchange for the surrender of an amount of up to the excess of the Fair Market Value at the time of surrender of the Shares covered by the Option Right, or portion thereof, surrendered over the Exercise Price or Grant Price of such Shares.

10. Restricted Stock Awards.

(a) Shares granted pursuant to a Restricted Stock Award issued under this 2017 Plan shall not be sold, exchanged, transferred, assigned, pledged, hypothecated, or otherwise disposed of, prior to the satisfaction of such performance, service and/or elapsed time conditions (“Vesting Conditions”) as may be determined by the Committee in its absolute discretion. Except as provided in Section 15, or as maybe provided by the Committee, if the Participant’s service with BanCorp or any of its Subsidiaries terminates prior to the satisfaction of all of the Vesting Conditions for any reason other than death or Disability, the Participant shall, on the date service terminates, forfeit and surrender to BanCorp the number of Shares with respect to which the Vesting Conditions have not been satisfied as of the date service terminates. If Common Stock is forfeited, all dividends or Dividend Equivalents accrued on those Shares prior to the date of forfeiture shall also be forfeited.

(b) As of each grant of a Restricted Stock Award, the Committee shall establish the Vesting Conditions. The Committee also shall determine the manner in which the Participant’s contingent ownership of the awarded Common Stock shall be recorded until the Vesting Conditions have been satisfied. If the Committee elects to issue certificates or use other records of ownership for the awarded Shares, each certificate or other record of ownership of Common Stock shall bear a legend or other disclosure to reflect the Vesting Conditions until all of the Vesting Conditions are satisfied. As a condition to issuance of Common Stock, the Committee may require the Participant to enter into an agreement providing for the Vesting Conditions and such other terms and conditions that it prescribes, including, but not limited to, a provision that Common Stock issued to the Participant may be held by an escrow agent until the Vesting Conditions are satisfied. The Committee also may require a written representation by the Participant that he or she is acquiring the Shares for investment.

(c) When the Vesting Conditions with respect to Shares held in escrow have been satisfied, a certificate or other record of ownership for such Shares shall be issued or created, free of any escrow; and such certificate or other record shall not bear a legend or other disclosure relating to the Vesting Conditions.

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(d) Each Participant shall agree, at the time he or she receives a Restricted Stock Award and as a condition thereof, to pay or make arrangements satisfactory to the Committee regarding the payment to BanCorp of any federal, state or local taxes of any kind required by law to be withheld with respect to any Award or with respect to the lapse of any restrictions on Shares of restricted Common Stock awarded under this 2017 Plan, or the waiver of any forfeiture hereunder, and also shall agree that BanCorp may, to the extent permitted by law, deduct such taxes from any payments of any kind due or to become due to such Participant from BanCorp, sell by public or private sale, with ten days’ notice or such longer notice as may be required by applicable law, a sufficient number of Shares so awarded in order to cover all or part of the amount required to be withheld, or pursue any other remedy at law or in equity. In the event that a Participant under this 2017 Plan shall fail to pay to BanCorp all such federal, state and local taxes, or to make arrangements satisfactory to the Committee regarding the payment of such taxes, the Shares to which such taxes relate shall be forfeited and returned to BanCorp.

(e) The Committee shall have the authority at any time to accelerate the time at which any or all of the Vesting Conditions or other restrictions set forth in this 2017 Plan with respect to any or all Shares of restricted Common Stock awarded hereunder shall be satisfied or lapse.

(f) Unless otherwise provided by the Committee, if a Participant dies, or terminates employment or service as a Director with BanCorp because of Disability before the satisfaction of all of the applicable Vesting Conditions, (i) the Vesting Conditions on any Common Stock owned by the Participant shall be considered satisfied on the date of death or on the date that employment or service as a Director terminates because of Disability, provided such date is not less than four years subsequent to the date of the Award, and (ii) if the date of death or Disability is within four years of the date of the awards, the Committee, in its sole discretion, can waive the Vesting Conditions as to any or all of the stock.

11. Restricted Stock Unit Awards.

(a) Subject to the terms and provisions of this 2017 Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units to Eligible Employees, Directors and/or Advisors in such amounts and upon such terms as the Committee shall determine.

(b) Each Restricted Stock Unit Agreement shall specify the number of Shares to which the Restricted Stock Unit Award pertains and is subject to adjustment of such number in accordance with Section 14. Each Award of Restricted Stock Units may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement. A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participant’s death, or Disability or other events.

(c) The holders of Restricted Stock Units shall have no voting rights. Prior to settlement or forfeiture, any Restricted Stock Unit awarded under the 2017 Plan may, at the Committee’s discretion, carry with it a right to Dividend Equivalents. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of BanCorp. Restricted Stock Units represent an unfunded and unsecured obligation of Bancorp, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

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(d) Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination of both, as determined by the Committee. The actual number of Restricted Stock Units eligible for settlement may be larger or smaller than the number included in the original Award. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Except as otherwise provided in a Restricted Stock Unit Agreement or a timely completed deferral election, vested Restricted Stock Units shall be settled within thirty days after vesting. The distribution may occur or commence when all Vesting Conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may be deferred, in accordance with applicable law, to a later specified date. The amount of a deferred distribution may be increased by an interest factor or by Dividend Equivalents. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Section 14.

12. Other Stock-Based Awards. The Committee may grant Other Stock-Based Awards, either alone or in tandem with other Awards, in such amounts and subject to such conditions as the Committee shall determine in its sole discretion. Each Other Stock-Based Award shall be evidenced by an Award Agreement and shall be subject to such conditions, not inconsistent with the Plan, as may be reflected in the applicable Award Agreement. An Other Stock-Based Award may consist of the issuance of “bonus Shares” which are Shares awarded to an Eligible Employee, Director or Advisor without cost and without restriction in recognition of past performance (whether determined by reference to another employee benefit plan of BanCorp) or as an incentive to become an employee of BanCorp.

13. Transferability. No Incentive Stock Option shall be transferable by an Optionee other than by will or the laws of descent and distribution. Incentive Stock Options shall be exercisable during the Optionee’s lifetime only by the Optionee. Other Awards granted pursuant to this 2017 Plan also shall not be subject to assignment, alienation, lien, transfer, sale or exchange, except to the extent provided otherwise by the Committee.

14. Adjustments. The Committee shall make or provide for such adjustments in the maximum number of Shares specified in Section 5 (and which can be issued under Incentive Stock Option exercises), in the numbers of Shares covered by other rights granted hereunder, and in the prices per Share applicable under all such rights, as the Committee determines is equitably required to prevent dilution or enlargement of the rights of Participants that otherwise would result from any stock dividend, stock split, combination of Shares, recapitalization or other change in the capital structure of BanCorp, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase securities, or any other transaction or event having an effect similar to any of the foregoing.

15. Change in Control. In the event of a Change in Control of BanCorp:

(a) The Committee shall have the discretion to provide, in any or all Award Agreements, such terms and conditions as it deems appropriate with respect to (i) the vesting of such Award in the event of a Change in Control, or (ii) the assumption of such Award or the exchange therefor of comparable securities under another incentive program in the event of a Change in Control or (iii) the cancellation of Awards either with or without consideration in the event of a Change in Control. In addition, the aforementioned terms and conditions may vary from Award Agreement to Award Agreement as the Committee deems appropriate.

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(b) Whether or not the terms of an outstanding Option Agreement provide for acceleration of vesting in the event of a Change in Control, or to the extent that an Option is vested and not yet exercised, the Committee in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of any or each Option for an amount of cash or other property having a value equal to the difference (or “spread”) between: (x) the value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, and (y) the Exercise Price of the Option.

(c) Whether or not the terms of an outstanding Stock Appreciation Right provide for acceleration of vesting in the event of a Change in Control, or to the extent that an Stock Appreciation Right is vested and not yet exercised, the Committee in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of any or each Stock Appreciation Right for an amount of cash or other property having a value equal to the value of the cash or other property that the Participant would have received pursuant to the Change in Control transaction in exchange for the Shares issuable upon exercise of the Stock Appreciation Right had the Stock Appreciation Right been exercised immediately prior to the Change in Control.

(d) Notwithstanding anything to the contrary that may be contained elsewhere in this Section 15, the Committee shall have the power and authority, in its sole discretion, to accelerate the vesting of any or all of the Options and Stock Appreciation Rights and/or the lapse of the restrictions on any or all of the Restricted Stock and Restricted Stock Unit Awards if the surviving entity in a Change in Control transaction does not agree to assume the Option Rights and Stock Appreciation Rights outstanding under this Plan, or issue Substitute Awards or Restricted Stock or Restricted Stock Units or new equity incentives for the then outstanding Options, Stock Appreciation Rights or Restricted Stock or Restricted Stock Unit Awards. Additionally, the terms and conditions relating to the vesting of Options and Stock Appreciation Rights and the lapse of restrictions on Restricted Stock and Restricted Stock Unit Awards in the event of the consummation of a Change in Control may vary from Award Agreement to Award Agreement, as the Committee, in its discretion, deems appropriate.

(e) All outstanding Options and Stock Appreciation Rights and Restricted Stock Unit Awards shall terminate and cease to be exercisable upon the consummation of a Change in Control, except to the extent that, with the consent of BanCorp, the Options or Stock Appreciation Rights are assumed by the successor entity (or parent thereof) pursuant to the terms of the Change in Control transaction.

(f) If BanCorp enters into a definitive agreement that provides for the consummation of a Change in Control, the Committee shall cause written notice of such proposed Change in Control transaction to be given to Participants not less than fifteen (15) days prior to the anticipated effective date of the proposed Change in Control transaction; provided, however, that any delay in giving or any failure to give such notice shall not affect the validity of nor shall it entitle any Participant to obtain a delay or postponement in the consummation of the Change in Control transaction.

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(g) Notwithstanding anything to the contrary that may be contained elsewhere in this Section 15 or elsewhere in this Plan, if pursuant to any of the above provisions of this Section 15 above, an acceleration of the vesting of any Options or Stock Appreciation Rights or the lapse of restrictions on any Restricted Stock or Restricted Stock Unit Awards occurs or is deemed to have occurred immediately prior to the consummation of a Change in Control, but the Change in Control transaction is terminated or abandoned, for any reason whatsoever, before consummation thereof, then such acceleration of vesting and lapse of restrictions shall be deemed to have not occurred and the vesting schedule for the Options and Stock Appreciation Rights and the schedule or conditions for lapse of restrictions on Restricted Stock and Restricted Stock Unit Awards, as in effect prior to such acceleration, shall be reinstated to the same extent as if no definitive agreement providing for such Change in Control transaction had ever been entered into by BanCorp.

16. Fractional Shares. The Bank shall not issue any fractional Shares pursuant to this 2017 Plan. The Committee may provide for the elimination of fractions or for the settlement of fractions in cash.

17. Administration of this 2017 Plan.

(a) This 2017 Plan shall be administered by the Committee, which shall consist of at least three members of the Board of Directors each of whom shall satisfy the requirements for (i) an “independent director” under rules adopted by the NASDAQ Stock Market and (ii) a “Non-Employee Director” for purposes of Rule 16b-3 under the Exchange Act. Members of the Committee and the Chair of the Committee shall be appointed by the Board of Directors and may be replaced at any time by the Board of Directors. At any time deemed necessary or appropriate by the Board of Directors, the full Board of Directors may act as the Committee. The Committee may employ attorneys, consultants, accountants, agents, and other persons, any of whom may be an Employee, and the Committee, BanCorp, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Participants, BanCorp, and all other interested persons and shall receive maximum deference to the fullest extent provided by applicable law.

(b) The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this 2017 Plan and any Award Agreement or other agreement or document ancillary to or in connection with this 2017 Plan, to determine eligibility for Awards and to adopt and interpret such rules, regulations, forms, instruments, and guidelines for administering this 2017 Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, (i) selecting Award recipients, (ii) establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements and any ancillary document or materials, (iii) granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of BanCorp, (iv) construing any ambiguous provision of this 2017 Plan or any Award Agreement, subject to Section 19, adopting modifications and amendments to this 2017 Plan or any Award Agreement, including without limitation, any that are necessary to comply with the laws of the countries and other jurisdictions in which BanCorp, its affiliates, and/or its Subsidiaries operate, and, (vi) making any other determination and taking any other action that it deems necessary or desirable for the administration or operation of this 2017 Plan and/or any Award Agreement.

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(c) To the extent consistent with applicable Code requirements, the Committee may delegate to one or more of its members or to one or more officers of BanCorp, and/or its Subsidiaries and affiliates or to one or more agents or advisors such administrative duties or powers as it may deem advisable, and the Committee or any persons to whom it has delegated duties or powers as aforesaid may employ one or more persons to render advice with respect to any responsibility the Committee or such persons may have under this 2017 Plan.

(d) Notwithstanding any other provision of this 2017 Plan, the Committee may impose such conditions on the exercise of any right granted hereunder (including, without limitation, the right of the Committee to limit the time of exercise to specified periods) as may be required to satisfy the requirements of applicable law, including Section 16 (or any successor rule) of the Exchange Act.

(e) BanCorp shall have the power and the right to deduct or withhold, or require a Participant to remit to BanCorp, the amounts necessary to satisfy any federal, state, local, domestic or foreign withholding laws or regulations with respect to any taxable event arising as a result of this 2017 Plan.

(f) With respect to withholding required upon the exercise of Option Rights or Stock Appreciation Rights, upon the lapse of restrictions on Restricted Stock, Award or upon the achievement of performance goals or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having BanCorp withhold Shares having a Fair Market Value on the date the tax is to be determined equal to the minimum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.

18. Clawback.

If BanCorp is required to prepare a financial restatement due to the material non-compliance of BanCorp with any financial reporting requirement, then the Committee may require any Section 16 Officer to repay or forfeit to BanCorp, and each Section 16 Officer agrees to so repay or forfeit, that part of the Incentive Compensation received by that Section 16 Officer during the three-year period preceding the publication of the restated financial statement that the Committee determines was in excess of the amount that such Section 16 Officer would have received had such Incentive Compensation been calculated based on the financial results reported in the restated financial statement. The Committee may take into account any factors it deems reasonable in determining whether to seek recoupment of previously paid Incentive Compensation and how much Incentive Compensation to recoup from each Section 16 Officer (which need not be the same amount or proportion for each Section 16 Officer), including any determination by the Committee that a Section 16 Officer engaged in fraud, willful misconduct or committed grossly negligent acts or omissions which materially contributed to the events that led to the financial restatement. The amount and form of the Incentive Compensation to be recouped shall be determined by the Committee in its sole and absolute discretion, and recoupment of Incentive Compensation may be made, in the Committee’s sole and absolute discretion, through the cancellation of vested or unvested Awards, cash repayment or both. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any applicable laws, government regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such applicable law, government regulation or stock exchange listing requirement (or any policy adopted by BanCorp pursuant to any such law, government regulation or stock exchange listing requirement).

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19. Amendments, Termination, Etc.

(a) The Board of Directors and/or the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this 2017 Plan and/or any Award Agreement in whole or in part; provided, however, that no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by applicable law, regulation, or stock exchange rule. This 2017 Plan, however, shall not be the exclusive means by which the Board of Directors or the Compensation Committee of the Board of Directors may authorize the grant of stock options, restricted stock or other equity, equity-based or incentive compensation. For the avoidance of doubt, if the BanCorp shareholders do not approve this 2017 Plan at the 2020 Annual Meeting of Shareholders, then the 2017 Plan as in effect immediately prior to August 6, 2020 shall remain in full force and effect and shall govern all Awards.

(b) The Committee may, with the concurrence of the affected Optionee, cancel any agreement evidencing Option Rights granted under this 2017 Plan. Subject in all cases to the requirements of Section 5(e), in the event of such cancellation, the Committee may authorize the granting of new Option Rights (which may or may not cover the same number of Shares which had been the subject of the prior agreement) in such manner, at such Exercise Price and subject to the same terms and conditions as, under this 2017 Plan, would have been applicable had the canceled Option Rights not been granted. The cancellation and granting of Option Rights pursuant to this Section 19(b) shall be subject to compliance with Code Section 409A.

(c) In the case of any Option Right not immediately exercisable in full, the Committee in its discretion may accelerate the time at which the Option Right may be exercised, subject to the limitation described in Section 7(c) and any applicable restrictions or limitations imposed by Code Section 409A.

(d) Notwithstanding any other provision of this 2017 Plan to the contrary, (i) this 2017 Plan may be terminated at any time by resolutions of the Board of Directors, and (ii) no rights shall be granted pursuant to this 2017 Plan after May 17, 2027.

(e) Notwithstanding any other provision of this 2017 Plan to the contrary (other than Section 19(f)), no termination, amendment, suspension, or modification of this 2017 Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this 2017 Plan, without the written consent of the Participant holding such Award.

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(f) Notwithstanding any other provision of this 2017 Plan to the contrary, the Board of Directors may amend this 2017 Plan or an Award Agreement, to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming this 2017 Plan or an Award Agreement to any present or future law relating to plans of this or similar nature (including, but not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this 2017 Plan, a Participant agrees to any amendment made pursuant to this Section 19(f) to any Award granted under this 2017 Plan without further consideration or action.

(g) The 2017 Plan as well as payments and benefits under the 2017 Plan are intended to be exempt from, or to the extent subject thereto, to comply with Section 409A of the Code, and, accordingly, to the maximum extent permitted, the 2017 Plan shall be interpreted in accordance therewith. Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, the Participant shall not be considered to have terminated employment or service with BanCorp for purposes of the 2017 Plan and no payment shall be due to the Participant under the 2017 Plan or any Award until the Participant would be considered to have incurred a “separation from service” from BanCorp and its affiliates within the meaning of Section 409A of the Code. Any payments described in the 2017 Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as nonqualified deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the 2017 Plan, to the extent that any Awards (or any other amounts payable under any plan, program or arrangement of BanCorp or any of its affiliates) are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest charges imposed under Section 409A of the Code, the settlement and payment of such awards (or other amounts) shall instead be made on the first business day after the date that is six (6) months following such separation from service (or within 30 days after Participant’s death, if earlier). Each amount to be paid or benefit to be provided under this 2017 Plan shall be construed as a separate identified payment for purposes of Section 409A of the Code. BanCorp makes no representation that any or all of the payments or benefits described in this 2017 Plan will be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment. Each Participant shall be solely responsible for the payment of any taxes, interest and penalties incurred under Section 409A.

(h) In addition to Section 18, the Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to BanCorp, any affiliate of BanCorp, and/or Subsidiary, violation of any material policies or procedures of BanCorp, the Bank, any affiliate of BanCorp, and/or Subsidiary, breach of noncompetition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of BanCorp, its affiliates, and/or its Subsidiaries.

(i) In the event that any one or more of the provisions of this 2017 Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.

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(j) This 2017 Plan, the granting and exercising of Awards thereunder, and any obligations of BanCorp under This 2017 Plan, shall be subject to all applicable federal and state laws, rules, and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares may be listed. BanCorp, in its discretion, may postpone the granting and exercising of Awards, the issuance or delivery of Shares under any Award or any other action permitted under this 2017 Plan to permit BanCorp, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action under any federal or state law, rule, or regulation and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules, and regulations. BanCorp shall not be obligated by virtue of any provision of this 2017 Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any such laws, rules, or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Awards. Neither BanCorp nor its Directors or officers shall have any obligation or liability to a Participant with respect to any Award (or Shares issuable thereunder) that shall lapse because of such postponement.

(k) Nothing in this 2017 Plan shall be construed to limit the right of BanCorp to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under this 2017 Plan.

(l) Nothing in this 2017 Plan shall be construed to: (i) limit, impair, or otherwise affect BanCorp’s or a Subsidiary’s or an affiliate’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or, (ii) limit the right or power of BanCorp or a Subsidiary or an affiliate to take any action which such entity deems to be necessary or appropriate.

(m) The Committee may postpone the exercising of Awards, the issuance or delivery of Shares under any Award or any action permitted under this 2017 Plan to prevent BanCorp or any Subsidiary from being denied a Federal income tax deduction with respect to any Award other than an Incentive Stock Option, in accordance with Treas. Reg. 1.409A-2(b)(7)(i). In such case, payment of such deferred amounts must be made as soon as reasonably practicable following the first date on which BanCorp, Subsidiary and/or affiliate of BanCorp anticipates or reasonably should anticipate that, if the payment were made on such date, BanCorp’s, affiliate’s and/or Subsidiary’s deduction with respect to such payment would no longer be restricted.

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(n) The Committee may require any person receiving Shares pursuant to an Award under this 2017 Plan to represent and warrant in writing that the person is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

(o) To the extent that this 2017 Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be affected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.

(p) Participants shall have no right, title, or interest whatsoever in or to any investments that BanCorp, and/or its Subsidiaries, and/or its affiliates may make to aid it in meeting its obligations under this 2017 Plan. Nothing contained in this 2017 Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between BanCorp and any Participant, beneficiary, legal representative, or any other person. To the extent that any person acquires a right to receive payments from BanCorp, its Subsidiaries, and/or its affiliates under this 2017 Plan, such right shall be no greater than the right of an unsecured general creditor of BanCorp, a Subsidiary, or an affiliate, as the case may be. All payments to be made hereunder shall be paid from the general funds of BanCorp, a Subsidiary, or an affiliate, as the case may be and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this 2017 Plan.

(q) Except to the extent inconsistent with the terms of any employee benefit plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s right under any such plan, policy or program.

(r) To the extent permitted by applicable law, BanCorp may (i) deliver by email or other electronic means (including posting on a web site maintained by BanCorp or by a third party under contract with BanCorp) all documents relating to this 2017 Plan or any Award thereunder (including without limitation, prospectuses required by the U.S. Securities and Exchange Commission) and all other documents that BanCorp is required to deliver to its security holders (including without limitation, annual reports and proxy statements) and (ii) permit Participants to electronically execute applicable 2017 Plan documents (including, but not limited to, Award Agreements) in a manner prescribed by the Committee.

(s) Notwithstanding any provision of this 2017 Plan to the contrary, BanCorp, its affiliates and Subsidiaries, the Board and the Committee neither represent nor warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under this 2017 Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties and interest under the Tax Laws.

(t) Subject to requirements of California state law, each person who is or shall have been a member of the Board of Directors, or a committee appointed by the Board of Directors, or an officer of BanCorp to whom authority was delegated in accordance with this 2017 Plan, shall be indemnified and held harmless by BanCorp against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this 2017 Plan and against and from any and all amounts paid by him or her in settlement thereof, with BanCorp’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give BanCorp an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under BanCorp’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that BanCorp may have to indemnify them or hold them harmless.

(u) This 2017 Plan shall be construed and governed in accordance with the laws of the State of California.

(v) The jurisdiction of any proceeding arising out of, or with respect to, this 2017 Plan shall be in a court of competent jurisdiction in the State of California, and venue shall be in Alameda County, California. Each party shall be subject to the personal jurisdiction of the courts of the State of California.

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Exhibit 10.11

CALIFORNIA BANCORP

RESTRICTED STOCK UNIT AGREEMENT

California BanCorp, a California corporation, (the “Company” or “BanCorp”), hereby awards you a Restricted Stock Unit Award (the “Stock Units”). The terms and conditions of the Award are set forth in this cover sheet and the attached Restricted Stock Unit Agreement (together, this “Agreement”) and in the California BanCorp 2017 Equity Incentive Plan as it may be amended from time to time (the “Plan”). “Shares” means shares of Bancorp Common Stock. “Service” means rendering service to BanCorp or its Subsidiaries as an advisor, Director or employee. Capitalized terms in this Agreement that are not defined shall have the meanings set forth in the Plan.

Date of Award:

Name of Participant:

Number of Restricted Stock Units Awarded:

Vesting Calculation Date:

Vesting Schedule: [Subject to your continuous Service, the Stock Units shall vest in three (3) equal installments on each of the first three (3) anniversaries of the Vesting Calculation Date.] [Subject to your continuous Service, the Stock Units shall vest in a single installment on the first anniversary of the Vesting Calculation Date.]

By signing this cover sheet, you agree to all terms and conditions described in this Agreement and in the Plan. You further represent that you (i) fully understand and accept all provisions of the Plan and this Agreement; and (ii) agree to accept as binding, conclusive, and final all of the Committee’s decisions regarding, and all interpretations of, the Plan and this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.

CALIFORNIA BANCORP			AGREED AND ACCEPTED:

By:			Signature:
Title:			Name:

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CALIFORNIA BANCORP

RESTRICTED STOCK UNIT AGREEMENT

The Plan and Other Agreements. The text of the Plan is incorporated in this Agreement by this reference. You and the Company agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. . This Agreement and the Plan constitute the entire understanding between you and the Company regarding this Award of Restricted Stock. Any prior agreements, commitments or negotiations are superseded.

Award of Stock Units. The Company awards you the number of Stock Units shown on the cover sheet of this Agreement. The Award is subject to the terms and conditions of this Agreement and the Plan. This Award is not intended to constitute a nonqualified deferred compensation plan within the meaning of section 409A of the Code and will be interpreted accordingly.

3.	Vesting. This Award will vest according to the Vesting Schedule on the attached cover sheet, unless and until your Service terminates. Vested Stock Units shall be settled as provided in Section 7.

Return of Stock Units to Company. Upon the occurrence termination of your Service for any reason, all then outstanding unvested Stock Units shall be forfeited and returned to the Company without consideration.

Leaves of Absence. For purposes of this Award, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing, if the terms of the leave provide for Service crediting, or when Service crediting is required by applicable law. Your Service terminates in any event when the approved leave ends unless you immediately return to active work. The Company determines which leaves count for this purpose (along with determining the effect of a leave of absence on vesting of the Award), and when your Service terminates for all purposes under the Plan.

Transfer of Award. You cannot gift, transfer, assign, alienate, pledge, hypothecate, attach, sell, or encumber this Award. If you attempt to do any of these things, this Award will immediately become invalid. You may, however, dispose of this Award in your will or it may be transferred by the laws of descent and distribution. Regardless of any marital property settlement agreement, the Company is not obligated to recognize your spouse’s interest in your Award in any other way.

Settlement of Vested Stock Units. To the extent a Stock Unit becomes vested and subject to Participant’s satisfaction of any tax withholding obligations, each vested Stock Unit will entitle Participant to receive one Share (or a cash amount equal to the Fair Market Value of a Share on such date of vesting and the Committee in its discretion may decide to settle vested Stock Units with cash and/or Shares) on the applicable vesting date or as soon as practicable thereafter, but not later than thirty (30) days from the vesting date (the actual date of such issuance during such period shall be solely determined by the Company) in exchange for such vested Stock Unit. Issuance of such Shares and/or cash shall be in complete satisfaction of such vested Stock Units. Such settled Stock Units shall be immediately cancelled and no longer outstanding and Participant shall have no further rights or entitlements related to those settled Stock Units.

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8.	Voting and Other Rights. Participant shall have no rights of a shareholder with respect to the Stock Units including, without limitation, no right to vote the Stock Units (or underlying Shares).

9.	Restrictions on Issuance. The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation.

10.

Taxes and Withholding. You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award. The delivery to you of any vested Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares.

11.

Clawback Policy. You expressly acknowledge and agree to be bound by any Company policy on recoupment of equity or other compensation, including the clawback provisions contained in Section 20 of the Plan.

12.

No Employment or Retention Rights. Your Award or this Agreement does not give you the right to be retained by the Company (and any Subsidiaries) as an employee or in any other capacity. The Company (and any Subsidiaries) reserves the right to terminate your Service at any time and for any reason.

13.

Extraordinary Compensation. The Stock Units and the Shares subject to the Stock Units are not intended to constitute or replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other remuneration for any purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

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14.

Adjustments. If the Company pays dividends with respect to the shares of Common Stock (the date of any such payment is a “Dividend Date”), then Dividend Equivalents shall then be credited to any then outstanding Stock Units. The amount of such Dividend Equivalents credited will be the dollar value of dividends paid on an actual share of Common Stock on the Dividend Date, multiplied by the number of outstanding Stock Units outstanding under this Award Agreement as of the Dividend Date. This aggregate dollar amount will be credited to this Award as Dividend Equivalents. Such Dividend Equivalents will be subject to the Plan and the same vesting (on a pro-rata basis based on each vesting tranche of Stock Units outstanding hereunder on the Dividend Date), forfeiture restrictions, restrictions on transferability, and settlement provisions as apply to the Stock Units to which the Dividend Equivalents are attached.

In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity.

15.	Legends. All certificates or book entries representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following notations or legends and any other notation or legend the Company determines appropriate:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.”

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

16.	Applicable Law.. This Agreement will be interpreted and enforced under the laws of the State of California without reference to the conflicts of law provisions thereof.

17.

Binding Effect; No Third Party Beneficiaries. This Agreement shall be binding upon and inure to the benefit of the Company and you and any respective heirs, representatives, successors and permitted assigns. This Agreement shall not confer any rights or remedies upon any person other than the Company and you and any respective heirs, representatives, successors and permitted assigns. The parties agree that this Agreement shall survive the settlement or termination of the Award.

18.

Notice. Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the Company. Any notice to be given or delivered to you relating to this Agreement may be delivered by email (including prospectuses required by the SEC) as well as all other documents that the Company is required to deliver to its security holders (including annual reports and proxy statements). The Company may also deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.

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19.

Voluntary Participant. You acknowledge that you are voluntarily participating in the Plan.

20.

No Rights to Future Awards. Your rights, if any, in respect of or in connection with any future Awards are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary future Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be at the sole and absolute discretion of the Committee.

21.

Future Value. The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not maintain or increase their value after the Date of Award, the Award could have little or no value.

22.

No Advice Regarding Award. The Company has not provided any tax, legal or financial advice, nor has the Company made any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan.

23.

No Right to Damages. You will have no right to bring a claim or to receive damages if any portion of the Award is cancelled or expires. The loss of existing or potential profit in the Award will not constitute an element of damages in the event of the termination of your Service for any reason, even if the termination is in violation of an obligation of the Company or a Subsidiary to you.

24.

Data Privacy. You hereby explicitly and unambiguously consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this document by the Company for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that the Company holds certain personal information about you, including, but not limited to, name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Awards or any other entitlement to Shares awarded, cancelled, purchased, exercised, vested, unvested or outstanding in your favor for the purpose of implementing, managing and administering the Plan (“Data”). You understand that the Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country or elsewhere and that the recipient country may have different data privacy laws and protections than your country. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data, as may be required to a broker or other third party with whom you may elect to deposit any Shares acquired under the Plan.

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25.

Other Information. You agree to receive shareholder information, including copies of any annual report, proxy statement and periodic report, from the Company’s website, if the Company wishes to provide such information through its website. You acknowledge that copies of the Plan, Plan prospectus, Plan information and shareholder information are also available upon written or telephonic request to the Plan’s administrator.

26.

Further Assistance. You agree to provide assistance reasonably requested by the Company in connection with actions taken by you while providing services to the Company, including but not limited to assistance in connection with any lawsuits or other claims against the Company arising from events during the period in which you rendered service to the Company.

27.

General.

(a) In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail.

(b) The rights of the Company under this Agreement and the Plan shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights and obligations under this Agreement may only be assigned with the prior written consent of the Company.

(c) Should any provision or portion of this Agreement be held to be unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement shall be unaffected by such holding.

(d) YOU ACKNOWLEDGE AND AGREE THAT THE ISSUANCE OF SHARES PURSUANT TO THIS AGREEMENT SHALL BE EARNED ONLY BY YOU RENDERING SERVICE OR AS OTHERWISE PROVIDED HEREIN, AND NOT THROUGH THE ACT OF BEING HIRED, APPOINTED OR OBTAINING SHARES HEREUNDER.

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Exhibit 99.1

SOUTHERN CALIFORNIA BANCORP AND CALIFORNIA BANCORP
COMPLETE MERGER OF EQUALS

San Diego, Calif. and Oakland, Calif., July 31, 2024 – Southern California Bancorp (NASDAQ: BCAL), the holding company for Bank of Southern California, N.A., and California BanCorp, the holding company for California Bank of Commerce, announce the successful closing of their previously announced merger of equals. Effective July 31, 2024, California BanCorp has merged with and into Southern California Bancorp, and California Bank of Commerce has merged with and into Bank of Southern California, N.A. The combined holding company has assumed the California BanCorp name, and the combined bank has assumed the California Bank of Commerce, N.A. name. The combined holding company will trade on the Nasdaq Capital Market under the symbol “BCAL.”

“We are pleased to announce the closing of a transaction that brings together two leading commercial banks to form a state-wide California commercial banking franchise that serves all of our state’s major markets,” said David Rainer, Executive Chairman of California Bancorp. “We are grateful for the hard work, perseverance and collaborative efforts of our directors and management teams to make this merger possible. Going forward, the combined company’s board of directors will consist of six directors selected from each of the merging companies. On behalf of Steve Shelton and myself, we thank all the departing directors for the leadership they have provided to both banks over the years.”

“We are excited to announce the completion of this merger of two highly compatible banking institutions and begin this new chapter,” said Steven Shelton, Chief Executive Officer of California BanCorp. “We look forward to building a franchise with greater scale and an expanded suite of products and service offerings which will allow us to deliver exceptional service to our clients and generate significant value to our shareholders.”

At the effective time of the merger on July 31, 2024, each share of California BanCorp common stock was converted into the right to receive 1.59 shares of Southern California Bancorp common stock. The resulting company, with total assets of approximately $4.2 billion, retains the banking offices of both banks, adding California Bank of Commerce’s one full-service bank branch and its four loan production offices in the Bay Area to Bank of Southern California, N.A.’s 13 full-service bank branches located throughout the Southern California region.

The combined holding company’s Board of Directors consists of 12 directors: six from Southern California Bancorp and six from California BanCorp:

	●	Andrew Armanino
	●	Stephen Cortese
	●	Kevin Cullen
	●	Frank Di Tomaso
	●	Rochelle Klein
	●	Lester Machado
	●	Richard Martin
	●	Frank Muller
	●	David Rainer
	●	Steve Shelton
	●	David Volk
	●	Anne Williams

Banking locations for Bank of Southern California, N.A. and California Bank of Commerce will begin to operate under the new California Bank of Commerce, N.A. name as of August 1, 2024, while full integration is anticipated to take place by September 23, 2024. At this time, customers will not experience any changes to their banking and should continue using their current banking locations, checks, bank cards, online banking and other banking services. Signage and documents will begin to reflect the California Bank of Commerce, N.A. name following the integration of the companies’ banking systems.

About California BanCorp

California BanCorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. California Bank of Commerce, N.A., a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of Comptroller of the Currency, is a wholly owned subsidiary of California BanCorp. Established in 2001 and headquartered in San Diego, California, the Bank offers a range of financial products and services to individuals, professionals, and small to medium-sized businesses through its 14 branch offices and four loan production offices serving Northern and Southern California. The Bank’s solutions-driven, relationship-based approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional information is available at www.bankcbc.com.

Forward-Looking Statements

This communication may contain certain forward-looking statements, including but not limited to certain plans, expectations, projections and statements about the benefits of the proposed merger (the “Merger”) of Southern California Bancorp (“SCB”) and California BanCorp (“CBC”), and other statements that are not historical facts. Such statements are subject to numerous assumptions, risks, and uncertainties. All statements other than statements of historical fact, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “plan,” “target,” “goal,” or similar expressions, or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by the Private Securities Litigation Reform Act of 1995.

Factors that could cause or contribute to results differing from those in or implied in the forward-looking statements include but are not limited to the ability to complete the integration of SCB and CBC successfully; costs being greater than anticipated; cost savings being less than anticipated; changes in economic conditions; the risk that the Merger disrupts the business of the combined company; difficulties in retaining senior management, employees or customers; the dilution caused by SCB’s issuance of additional shares in connection with the Merger; the impact of bank failures or other adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks; and other factors that may affect the future results of the combined company. Additional factors that could cause results to differ materially from those described above can be found in SCB’s Annual Report on Form 10-K for the year ended December 31, 2023, which is on file with the Securities and Exchange Commission (the “SEC”) and is available in the “Investor Relations” section of SCB’s website, www.bankcbc.com, and in other documents that SCB files with the SEC. Investors may obtain free copies of these documents and other documents filed with the SEC on its website at www.sec.gov.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. SCB does assume any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

INVESTOR RELATIONS CONTACT

Kevin Mc Cabe

California BanCorp

kmccabe@bankcbc.com

818.637.7065

Cover	Jul. 31, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 31, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41684
Entity Registrant Name	California BanCorp CA
Entity Central Index Key	0001795815
Entity Tax Identification Number	84-3288397
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	12265 El Camino Real
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92130
City Area Code	(844)
Local Phone Number	265-7622
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Information, Former Legal or Registered Name	Southern California Bancorp
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	BCAL
Security Exchange Name	NASDAQ