Compensation arrangement, dated March 8, 2018, by and among Registrant, Banc of California, National Association, and Hugh F. Boyle

 

 

 

Your base salary will be $400,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10^th and 25^th of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.

Effective April 1, 2019, your base salary will be increased to $425,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10^th and 25^th of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.

Effective April 1, 2020, your base salary will be increased to $450,000.00 annually, minus applicable withholdings. The Bank has a semi-monthly payroll schedule with paydays on the 10^th and 25^th of each month. If a payday falls on a weekend or holiday, the payday will be the preceding business day.

 

 

 

If your employment is terminated by Employer without cause between April 1, 2018 and April 1, 2019, you will receive the following:

● 12-months base salary as of the notification date, and;

● 12-months medical, dental and vision insurance coverage for any enrolled benefit as of the notification date (or the cash equivalent thereof), and;

● At the sole discretion of the Company’s Board of Directors or the Compensation Committee, acceleration of any service-based equity awards due to vest within 365 days of termination date, and;

● At the sole discretion of the Company’s Board of Directors or the Compensation Committee, the acceleration of any performance-based stock award (“PSU”).

The payment of any severance amount or benefit is subject to the signing of a separation agreement and full release, in a form acceptable to Employer. This provision, unless previously terminated, shall be extended for one additional year on April 1, 2019 unless the Employer provides at least ninety (90) days prior notice that this provision will not be so extended.

“Cause” is defined as engaging in the commission of any felony or of any misdemeanor involving dishonesty or moral turpitude; Theft or misuse of Employer’s property or time; Insubordination; unauthorized use of alcohol on premises, or appearing on such premises while under the influence; illegal use of any controlled substance; illegal gambling on premises; discriminatory, harassing or retaliatory behavior, whether or not illegal under federal, state or local law; willful misconduct; causing injury to the economic or ethical welfare of Employer due to malfeasance, misfeasance, misconduct or inattention to duties and responsibilities; breach of fiduciary duty; intentional violation of any material law, rule, regulation or judicial or administrative order to which Employer or any affiliate is subject or of any formal administrative action entered into by Employer or any affiliate, or imposed upon any of them; willful failure to perform duties for or on behalf of Employer or its affiliates, or to follow, or cooperate in carrying out, any lawful material written policy adopted by Employer (including any written code of conduct or standards of ethics applicable to employees of Employer) or any reasonable directive from the Company or Bank Board.

 

As a Senior Officer, you will be eligible to participate in the Company’s Flexible Time Off policy which provides the benefit of taking time off without having to accrue time off hours. In addition, you will be eligible for six (6) days of paid sick leave on January 1^st of each calendar year. You will also be eligible for up to ten (10) Bank paid holidays.