First Amendment to Employment Agreement, dated May 15, 2019, between Pacific Mercantile Bank and Maxwell G. Sinclair

FIRSTAMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment Agreement") is made and entered into as of May 15, 2019, by and between PACIFIC "Bank"), MERCANTILE BANK, a Califomia banking corporation(the and MAXWELL G. "Parties"). SINCLAIR, anindividual ("Executive")(collectivelythe RECITALS WHEREAS, the Partiesenteredinto an EmploymentAgreementon May 27, 2016 (the "Agreement"). WHEREAS,Paragraph25 oftheAgreementpermitsmodificationofits termsso long as suchmodificationis in writing andsignedby bothParties. WHEREAS,the Partiesdesireto amendtheAgreementto extendthetermthereof. NOW, THEREFORE,in exchangefor the mutual promisesand othergoodandvaluable consideration,the receiptand sufficiencyof which is herebyacknowledged,the Partiesagreeas follows: AMENDMENTS 1. Paragraph1. Term. Paragraph1 of the Agreementdefinesthe Initial Term of the Agreementas a period ofthree (3) yearscommencingas ofMay 18, 2016 subjectto the terminationprovisionsof Section4 ofthe Agreement. The Parties herebyagreeto extendtheInitial TermoftheAgreementfor anadditionalthree(3) year period, effective as of May 18, 2019. All other tennsand conditions of Paragraph1 oftheAgreementremainin full forceandeffect. All othertemisoftheAgreementshallremainin full force andeffect. IN WITNESSWHEREOF,thepartiesheretohaveexecutedthis Agreementasofthedate indicatedbelow. PACIFIC MERCANTILE BANK .^~-——"""^ ^-3 . MigliaefHoopis Maxwell G. Sinclair Chair,HumanResources& CompensationCommittee Date ^> ll^l^ Date ^^>[^6-iq FPDOCS34860094.1

 

Kathleen Wiesinger From: Valena Ramos Sent: Sunday, May 12, 2019 8:59 PM To: Tom Vertin Cc: Curt Christianssen; Kathleen Wiesinger 'Voting Subject: Fwd: The vote has been passed for Item - Maxwell SinclairAmendment_Rev.pdf FYI. Sentfrom my iPhone Beginforwardedmessage: From: donotreply(5idiligent.com Date: May 12, 2019at 8:48:20PM PDT To: ***@*** 'Voting Subject:Thevote hasbeenpassedfor Item - Maxwell Sinclair Amendment_Rev.pdf THIS IS AN EX'I'ERNAL EMAIL. Do not openattachmentsor click on links from unknown sendeisor unexpectedemails. 'Voting The vote has been passed for the Voting Document entitled Item - Maxwell Sinclair Amendment_Rev.pdf in book 'Employment Agreement - M. Sinclair'. Vote Response Count (% Yes 3 60 No o o Abstained o o Not Cast 2 40 Voter Status Edward Carpenter Yes May 10, 2019 12:01 PM Pacific Standard Time James F. Deutsch Yes May 12, 2019 01:19 PM Pacific Standard Time John Flemming Not Voted Michael Hoopis Yes May 12, 2019 08:48 PM Pacific Standard Time John Thomas Not Voted 3 votes were required to pass the vote.