Employment Agreement, dated as of November 13, 2019, by and among the Registrant, Banc of California, N.A. and Lynn Hopkins

Executive shall be employed by Employer as Executive Vice President and Chief Financial Officer of the Company and the Bank, with the authority, duties and responsibilities as are customarily assigned to this position consistent with the designation as “principal financial officer” pursuant to Item 402(a)(3)(ii) of Regulation S-K under the Securities Act of 1933, and Rule 16a-1(f) under the Securities Exchange Act of 1934. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company and the Bank, and/or such other officers of the Company and the Bank, as determined from time to time by the CEO or the Board of Directors of the Company (the “Company Board”) and the Board of Directors of the Bank (the “Bank Board”). Executive’s primary place of employment will be in Santa Ana, California, except for required business travel.

Executive shall devote her full business time, energy and skill to the business of Employer, and to the promotion of Employer’s best interests. Executive agrees to devote the time necessary to discharge faithfully and efficiently her responsibilities under this Agreement. Notwithstanding anything to the contrary in this Agreement, Executive may devote reasonable time to (i) supervision of her personal investments, (ii) activities involving professional, charitable, educational, religious and similar types of organizations, including in particular, MPS Society, and (iii) similar activities, to the extent that those other activities do not interfere with the performance of Executive’s duties under this Agreement, or conflict in any way with the business or interests of Employer, and are in compliance with Employer’s policies and procedures in effect from time to time, including, without limitation, the Code of Business Ethics and Conduct and the Company’s policies on Outside Business Interests and Related Party Transactions. In that regard, as a condition of her employment under this Agreement, Executive hereby represents, warrants and covenants that prior to the commencement of the Employment Period, she (A) shall have terminated or resigned from all other employment agreements or arrangements that would or could restrict or adversely affect the performance of her duties or compliance with the terms of this Agreement, and shall not enter into any such agreement or arrangement during the Employment Period, (B) shall have resigned from any

Executive also represents and warrants to Employer that the following are true and correct in all respects: (i) Executive is not a party to any existing agreement, arrangement, confidentiality clause, non-solicitation clause, non-competition clause or any other form of restrictive covenant or policy that would prevent her from lawfully (A) accepting Employer’s offer of employment, (B) performing her services hereunder or (C) soliciting new customers of Employer (other than as set forth in Section J(2) of Executive’s Employment Agreement with First Choice Bancorp dated September 13, 2018 (the “FCB Agreement”)), or that would otherwise limit Executive’s ability to be employed by Employer; (ii) Executive has not taken, copied or made extracts from any confidential information (as defined in Section 10(a) below) with respect to or belonging to any current or former employer of Executive; and (iii) Executive acknowledges that she has specifically been instructed by Employer, and has agreed to follow such instruction, to not share with or provide to Employer any confidential information with respect to or belonging to any current or former employer of Executive.

Executive shall be paid a base annual salary (“Annual Base Salary”) as follows:

From the Effective Date through February 28, 2021, at the rate of $425,000; and

After February 28, 2021, at the rate determined by the Joint Compensation, Nominating and Governance Committee of the Company Board and the Bank Board (the “Compensation Committee”)

Executive shall be eligible to receive an annual bonus payable in cash (“Annual Bonus”) with respect to each fiscal year during the Employment Period, with an annual target bonus opportunity of 75% of Executive’s rate of Annual Base Salary in effect when the Annual Bonus terms for the year are approved (the “Target Bonus”). The actual Annual Bonus earned may be higher or lower, depending on the level of achievement of applicable goals pursuant to the Company’s short term incentive (“STI”) cash bonus plan applicable to the Company’s executive officers.

Executive shall be entitled to participate, on terms comparable to similarly situated executive officers and consistent with her position and duties, in Employer’s incentive compensation plans and programs, including Employer’s Long-Term Incentive (“LTI”) and STI Compensation programs.

In connection with the adoption of the Company’s 2020 budget and annual plan, Executive will be granted $425,000 of Stock-Based Awards (the “Awards”) under the Company’s 2018 Omnibus Stock Incentive Plan (the “Plan”), 50% of which will be Restricted Stock Units subject solely to service-based vesting conditions (the “RSUs”) and 50% of which will be Performance Stock Units subject to such performance-based and service-based vesting conditions as determined by the Compensation Committee (the “PSUs”). The RSUs shall vest annually in thirds (i.e., three equal installments) over three years. The PSUs shall vest at the end of three years subject to the achievement of the performance metrics set by the Compensation Committee for the Employer’s executive officers. The number of shares shall be determined by the Compensation Committee by dividing the dollar amount of RSUs and PSUs, as applicable, by the per share closing price

Promptly following the Effective Date, Executive will be granted $250,000 of RSUs (the “Inducement Award”). The RSUs shall vest annually in thirds (i.e., three equal installments) over three years if the Effective Date is on or before December 9, 2019. The RSUs shall vest annually in four equal installments over four years if the Effective Date is after December 9, 2019. The number of shares shall be determined by the Compensation Committee by dividing the dollar amount of RSUs by the per share closing price on the trading day immediately preceding the grant date.

Executive shall also receive a cash sign-on bonus of up to $155,000¹, subject to Executive being continuously employed for the first thirty (30) days (including weekends and holidays) following the Effective Date, and payable to Executive concurrently with the payment of bonuses of other executives of Employer during the first quarter of 2020.

All amounts provided by Employer or any affiliate thereof to Executive, whether under this Agreement or otherwise, will be subject to such deductions and clawback (recovery) (i) as may be required to be made pursuant to law, government regulation, order or stock exchange listing requirement, (ii) pursuant to any policy that Employer may adopt or (iii) by agreement with, or consent of, Executive.

Executive's compensation, benefits and expenses shall be paid by the Company and the Bank in the same proportion as the time and services actually expended by Executive on behalf of each respective Employer.

Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death during the Employment Period. If Employer determines in good faith that the Disability of Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide Executive with written notice in accordance with Section 21 of its intention to terminate Executive’s employment. In such event, to the extent permitted by applicable law, Executive’s employment with Employer shall terminate effective on the thirtieth (30th) day after receipt of such notice by Executive (the “Disability Effective Date”); provided that, within thirty (30) days after such receipt, Executive shall not have returned to full-time performance of Executive’s duties. For purposes of this Agreement, “Disability” shall mean the absence of Executive from Executive’s duties with Employer on a full-time basis for ninety

With or Without Cause. Employer may terminate Executive’s employment during the Employment Period with or without Cause at any time upon notice to Executive. For purposes of this Agreement, “Cause” means Executive’s (i) personal dishonesty, gross negligence, willful misconduct, fraud or breach of fiduciary duty; (ii) willful failure to perform Executive’s 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 Board or the Bank Board; (iii) continued and willful neglect of Executive’s duties for or on behalf of Employer or its affiliates; (iv) the taking of, or omission to take, any action that is materially disruptive of the business or affairs of Employer, other than actions taken or omitted in good faith consistent with the best interests of Employer and its affiliates; (v) material breach of any provision of this Agreement; (vi) 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; (vii) conduct that results in Executive’s suspension or temporary or permanent prohibition or removal from participation in the conduct of the affairs of Employer or any affiliate, or the assessment of any civil money penalty against Executive, in any such case pursuant to the rules and regulations of any applicable regulatory agency having jurisdiction over Employer or its affiliates, or the issuance of any permanent injunction or similar remedy by a court having jurisdiction over Employer preventing Executive from executing or performing her material duties under this Agreement; or (viii) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude, whether or not in connection with the business and affairs of Employer or its affiliates; provided, however, that Executive shall have thirty (30) days to cure any of the events or occurrences described in the immediately preceding clauses, to the extent such events or occurrences are curable. For purposes of this Section 7(b), no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of Employer.

With Good Reason. Executive’s employment may be terminated by Executive with Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of Executive, any of the following:

a material diminution in Executive’s title, authority, duties or responsibilities (other than pursuant to Section 7(d)(ii)); or

a material breach of this Agreement by Employer (other than a breach of Section 4 resulting from a reduction in compensation or benefits that is required by a regulatory authority or applicable law or as otherwise permitted under Section 4).

Without Good Reason. Executive’s employment may be terminated by Executive without Good Reason at any time upon sixty (60) days’ prior written notice to Employer.

The period commencing on the date on which Employer receives notice of Executive’s termination of her employment without Good Reason (the “Notice Date”) and ending on the earlier of (i) sixty (60) days following the Notice Date and (ii) such earlier date as designated by Employer shall be referred to as the “Notice Period.”

During the Notice Period, Employer:

shall continue to pay Executive the Annual Base Salary then in effect, in accordance with Employer’s regular payroll practices and allow Executive to participate in Employer’s benefit plans to the extent permitted by such plans and applicable law;

reserves the right to (i) change or remove any of Executive’s duties, (ii) require Executive to remain away from Employer’s premises, and/or (iii) take such other action as determined by Employer to aid and assist in the transition process associated with Executive’s departure; and

may waive or terminate the Notice Period at any time and for any reason or for no reason, in which case the Date of Termination (as defined below) shall be the date on which Employer notifies Executive of such waiver or termination.

Date of Termination. For purposes of this Agreement, “Date of Termination” means (i) if Executive’s employment is terminated by Employer for Cause, or by Executive with Good Reason, the date of receipt of the notice of termination or any later date specified therein within thirty (30) days of such notice, as the case may be; (ii) if Executive’s employment is terminated by Employer without Cause, the Date of Termination shall be the date on which Employer notifies Executive of such termination; (iii) if Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of Executive or the Disability Effective Date, as the case may be and (iv) if Executive’s employment is terminated by Executive without Good Reason, the Date of Termination shall be the earlier of sixty (60) days following the Notice Date and such earlier date as designated by Employer.

In the event of the termination of Executive’s employment for any reason, Executive shall be entitled to any Accrued Obligations. “Accrued Obligations” means (i) any base salary that Executive has earned but not been paid on or prior to the Date of Termination, (ii) Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs to the extent such bonus has not been paid as of the Date of Termination (which shall be paid in the ordinary course when annual bonuses are paid to Employer’s other executive officers); (iii) any reimbursable business expenses that were incurred by Executive as of the Date of Termination but have not been reimbursed on the Date of Termination, and (iv) any payments or benefits to which Executive or her beneficiary or estate is entitled under the terms of any applicable employee benefit plan (which shall be paid or provided pursuant to the terms of the applicable plan, agreement or policy).

In the event that, during the term of this Agreement, Employer terminates Executive’s employment without Cause or Executive resigns with Good Reason, subject to Section 8(c), Executive shall be entitled to the following severance benefits (the “Severance Benefits”): severance pay in an amount equal to the sum of

Any severance to be paid pursuant to Section 8(b) is subject to and conditioned upon Executive signing and delivering to Employer a general release and waiver, in the form attached hereto as Exhibit B, within twenty-one (21) days following the Date of Termination (or forty-five (45) days following the Date of Termination if Executive’s termination is part of a group termination as set forth in 29 U.S.C. §626(f)(1)(F)(ii)), and not revoking the general release within any applicable revocation period.

If any payment or benefit received or to be received by Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this subsection (d), be subject to the excise tax imposed by Section 4999 of the Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent as would result in no portion of such Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax, results in the receipt by Executive, on an after-tax basis, of the greatest amount of payments and benefits, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax.

Notwithstanding any other provision of this Agreement to the contrary, any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. § 1828(k) and any regulations promulgated thereunder, including 12 C.F.R. Part 359.

As of the Date of Termination, Executive shall resign from all positions held with Employer, including as a director, officer, trustee, general partner or other capacity in which he is serving with any entity at the request of Employer or by reason of her service for Employer.

From and after the Date of Termination, Executive agrees to cooperate fully with Employer’s reasonable requests in connection with any existing or future investigations, claims, litigation, audits or similar actions involving Employer or its affiliates, whether administrative, civil or criminal in nature, in which and to the extent Employer reasonably deems Executive’s cooperation necessary. Employer shall pay all reasonable, documented travel and other expenses incurred by Executive in connection with providing her cooperation if the expenses and costs are approved in advance in writing by Employer. Executive also agrees to respond to requests from Employer and its counsel for information needed to prepare such operational, financial and other reports, filings and documents that relate to the time period during which Executive provided services to Employer or to the termination of her services. To the extent that Executive’s cooperation under this Section 8(g) requires more than a de minimis amount of time, Employer and Executive shall negotiate mutually agreeable remuneration for such cooperation.

Executive acknowledges that Employer and its affiliates may disclose confidential information to Executive during the Employment Period to enable her to perform her duties hereunder. Executive agrees that, except as required by law, regulatory directive or judicial order or as permitted in Section 10 (c) below, he will not, without the prior written consent of Employer, during the Employment Period or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of Employer or any of its affiliates. For purposes of this Agreement, “confidential information” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, or financial information of Employer or any of its affiliates, plans, or any other information of whatever nature in the possession or control of Employer which has not been published or disclosed to the general public (other than by acts of Executive or her agents in violation of this Agreement), or which gives to Employer or any of its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. The foregoing covenants will not prohibit Executive from disclosing confidential or other information to other employees of Employer or to third parties to the extent that such disclosure is necessary to the performance of her duties under this Agreement.

Executive further agrees that if her employment hereunder is terminated for any reason, he will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature containing secret or confidential information of Employer or any of its affiliates.

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 10, is intended to prohibit Executive and Executive is not prohibited from reporting possible

Notwithstanding anything to the contrary in this Agreement, if at the time of Executive’s termination of employment, Executive is a “specified employee” within the meaning of Section 409A of the Code and the regulations and guidance of general applicability issued thereunder (“Section 409A”), any and all amounts payable under this Agreement that constitute “nonqualified deferred compensation” payable due to a “separation from service” (as those terms are used in Section 409A) and would (but for this provision) be payable within six (6) months following the date of termination, shall instead be paid on the next business day following the expiration of such six (6)-month period or, if earlier, upon Executive’s death, in each case, with interest from the date on which payment would otherwise have been made, calculated at the applicable federal rate provided under Section 7872(f)(2)(A) of the Code. If Executive receives compensation under Section 8 that can in whole or in part be treated as paid under a “separation pay plan” described in Treasury Regulation Section 1.409A 1(b)(9)(iii) or as a “short-term deferral” described in Treasury Regulation Section 1.409A 1(b)(4), then, to the extent permitted under Section 409A, such compensation shall be treated accordingly.

For purposes of Section 8, all references to “termination of employment” and correlative phrases shall be construed to require a “separation from service” (as defined in Treasury Regulations Section 1.409A 1(h) after giving effect to the presumptions set forth therein and the facts and circumstances required to be considered by such regulation).

Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Any amount that Executive is entitled to be reimbursed or to have paid on her behalf under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A shall be subject to the following additional rules: (i) no reimbursement of any such expense shall affect Executive’s right to reimbursement of any such expense in any other taxable year; (ii) reimbursement of the expense shall be made, if at all, promptly, but not later than the end of the calendar year following the calendar year in which the expense was incurred; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for any other benefit.

With respect to any payment to Executive under this Agreement that would constitute nonqualified deferred compensation subject to Section 409A, if the time period for making such payment commences in one calendar year and ends in the succeeding calendar year, then the payment shall not be made until the succeeding calendar year.

It is intended that the terms of this Agreement comply with Section 409A, or an exemption therefrom, and the terms of this Agreement will be interpreted accordingly; provided, however, that Employer and its executives, officers, directors, agents and representatives (including, without limitation, legal counsel) will not have any liability to Executive or any related party with respect to any taxes, penalties, interest or other costs or expenses Executive or any related party may incur with respect to or as a result of Section 409A or for damages for failing to comply with Section 409A.

Subject to Executive’s compliance with her promises and agreements contained in this General Release and provided Executive does not revoke this Agreement, Employer shall provide Executive with the Severance Benefits set forth in Section 8(b) of the Employment Agreement.

In consideration of the payments and benefits to which Executive is entitled under this General Release, Executive for herself, her heirs, administrators, representatives, executors, successors, and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company, the Bank, and their respective parents, subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, attorneys, consultants, independent contractors, and representatives, including, without limitation, all persons acting by, through, under, or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts, and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state, or local law (“Claims”), including without limitation, Claims for personal injury; Claims for breach of any implied or express contract or covenant; Claims for promissory estoppel; Claims for failure to pay wages, benefits, vacation pay, severance pay, attorneys’ fees, or any

OWBPA; Meaning of Signing This General Release. Executive expressly acknowledges and agrees that (a) Executive has carefully read this General Release and fully understands what it means, including the fact that he is waiving his rights under ADEA; (b) Executive has been advised in writing to consult an independent attorney of Executive’s choice before signing this General Release; (c) Executive has been given twenty-one (21) calendar days to consider this General Release, or, in the case of a group termination as set forth in 29 U.S.C. §626(f)(1)(F)(ii), forty-five (45) days; (d) in the case of a group termination as set forth in 29 U.S.C. §626(f)(1)(F)(ii), Executive has been provided the information required by 29 U.S.C. §626(f)(1)(H); (e) Executive has agreed to this General Release knowingly and voluntarily of Executive’s own free will; (f) in consideration of Executive’s promises contained in this General Release, he is receiving consideration beyond that to which he is otherwise entitled, including, without limitation, the Severance Benefits; (g) Executive may revoke Executive’s waiver and release of Claims under the ADEA within seven (7) calendar days after the Execution Date by sending a written Notice of Revocation to the address of Employer as set forth in Section 24 of the Employment Agreement; and (h) except for Executive’s waiver and release of Claims under the ADEA, which shall not become effective or enforceable as to any Party until the date upon which the revocation period has expired without revocation by Executive, this General Release shall become effective on the Execution Date. Executive understands and agrees that modifications or amendments to this General Release will not restart the twenty-one (21) or forty-five (45) day consideration period, as applicable, set forth in this Section 3. For avoidance of doubt, if Executive revokes his waiver and release of Claims under the ADEA pursuant to this Section, Employer will not provide any of the Severance Benefits.

Notwithstanding anything else to the contrary in this General Release, this General Release shall not affect: the obligations of the Company set forth in the Employment Agreement or the indemnification

Executive represents that, except for anonymous whistleblower complaints filed with the SEC or other similar regulatory agencies, the Releasors have not initiated, filed, or caused to be filed any Released Claims against any of the Releasees. Executive further agrees not to initiate, file, cause to be filed, or otherwise pursue any Released Claims, either as an individual on her own behalf, or as a representative, member or shareholder in a class, collective or derivative action and further agrees not to encourage any person, including any current or former employee of the Releasees, to file any kind of Claim against the Releasees. Executive, however, retains the right to challenge the validity of the waiver of Executive’s Claims under the ADEA set forth in Sections 2 and 3 of this General Release.

Executive further acknowledges that he may hereafter discover claims or facts in addition to or different than those that he now knows or believes to exist with respect to the subject matter of this General Release and that, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and Executive’s decision to enter into it. Nevertheless, Executive hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and Executive expressly waives any and all rights and benefits confirmed upon her by the provisions of California Civil Code Section 1542, which provides as follows:

This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of California, without reference to its principles of conflict of laws.

The Parties intend for the provisions of this General Release to be enforced to the fullest extent permissible under all applicable laws and public policies. They also intend that unenforceability or the modification to conform with those laws or public policies of any provision of this General Release shall not render unenforceable or impair the remainder of this General Release. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this General Release shall be

This General Release may not be orally cancelled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to this General Release.

In the event of the breach or a threatened breach by Executive of any of the provisions of this General Release, the Releasees would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Releasees shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof without posting a bond or other security.

Notwithstanding anything to the contrary in this General Release, Executive understands that nothing in this General Release is intended to prohibit Executive and Executive is not prohibited from reporting possible violations of law to, filing charges with, making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission, National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any self-regulatory agencies such as the SEC or federal, state or local governmental agencies (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, Executive does not need the prior authorization of Employer to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify Employer that he has engaged in any such communications or made any such reports or disclosures. Executive agrees, however, to waive any right to receive any monetary award resulting from such a report, charge, disclosure, investigation or proceeding, except that Executive may receive and fully retain any award from a whistleblower award program administered by a Government Agency. In addition, Executive is hereby notified that 18 U.S.C. § 1833(b) states as follows: