First Amendment of Employment Agreement, effective as of March 25, 2024, between RBB Bancorp, Royal Business Bank and Mr. Gary Fan

Exhibit 10.4

FIRST AMENDMENT OF EMPLOYMENT AGREEMENT

This First Amendment of Employment Agreement ("First Amendment") is made and effective as of this 25th day of March 2024, by and between ROYAL BUSINESS BANK ("Bank"), RBB BANCORP (the "Company") and MR. GARY FAN ("Executive"). This First Amendment is made with specific reference to the following facts:

RECITALS

Company, Bank and Executive entered into that certain Employment Agreement dated March 22, 2023 ("Agreement”), pursuant to which Executive was retained. Company, Bank and Executive desire to enter into this Third Amendment in order to further amend the first paragraph of Section 4(a) Change of Control.

NOW, THEREFORE, for and in consideration of the foregoing recitals and the Terms and Conditions contained in this Third Amendment, the parties agree as follows:

“Except for termination for Cause (pursuant to Section F.3 hereof), disability or death (pursuant to Section F.2 hereof), after the occurrence of a Change in Control (as defined below) and in no other event, if Executive’s employment with the Company and the Bank is materially adversely altered or Executive is not retained by the Company or the Bank, the Company or the surviving bank or company, Executive shall be entitled to receive severance payment in the amount equal to Twelve

(12) months of Executive’s then current annual salary, and continuation of Executive’s medical and dental insurance coverage for one (1) year or until Executive has found employment, whichever occurs earlier. Such payment shall terminate this Agreement and Executive’s employment with the Company and the Bank in all respects.”

2.    Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.

4.    This Third Amendment shall be governed by and construed in accordance with the laws of the State of California.

5.    The execution and delivery of this Third Amendment by the Executive, the Company and the Bank executing the Third Amendment have been duly authorized by the Company and the Bank, and this Third Amendment constitutes a legal, valid and binding agreement of the Executive, Company and the Bank in accordance with its respective terms.

6.    Remaining Terms and Conditions. All remaining Terms and Conditions of the Agreement, as amended, shall remain in full force and effect between the Company, the Bank and Executive and are incorporated herein as if restated in full.

IN WITNESS WHEREOF, the parties hereto have executed the foregoing Third Amendment effective as of the date first written above.