Browse EX-10 agreements

***DIRECTOR SERVICES AGREEMENT ***

This Director Services Agreement (the “Agreement”) made as of January 1, 2024, by and between CalPrivate Bank (the “Bank”), and Selwyn Isakow (the “Director”).

**Background **

The Bank desires to have the Director provide assistance in the strategic planning and certain specified strategic initiatives of the Bank, and the Director desires to provide such assistance. This Agreement replaces the Strategic Services Agreement dated March 1, 2021, and shall be deemed effective as of January 1, 2024, in order to clarify that Director’s services are provided in his capacity as a director of the Bank and to confirm the terms under which such services are provided.

Now, therefore, the parties hereby agree as follows:

**Agreement **

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**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK AGREEMENT **

Unless otherwise defined herein, the terms defined in the Private Bancorp of America, Inc. (the “Company”) Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Agreement (the “Agreement”).

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**AMENDMENT TO PRIVATE BANCORP OF AMERICA, INC. EQUITY INCENTIVE PLAN **

**THIS AMENDMENT TO PRIVATE BANCORP OF AMERICA, INC. EQUITY INCENTIVE PLAN **(this “Amendment”) is effective as of May 22, 2024. All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meaning assigned to them in the Plan (as defined below).

**RECITALS **

WHEREAS, the Board of Directors (the “Board”) and shareholders of Private Bancorp of America, Inc., a California corporation (the “Company”), previously adopted the Private Bancorp of America, Inc. Equity Incentive Plan (the “Plan”); and

WHEREAS, the Board and the shareholders of the Company have approved an amendment to the Plan to increase the number of Shares reserved for issuance pursuant to Awards granted under the Plan.

NOW, THEREFORE, the following amendment is hereby made to the Plan:

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**INDEMNIFICATION AGREEMENT **

Executive Officers

This Indemnification Agreement, dated as of ____________ __, 202_, is made by and between Private Bancorp of America, Inc. (the “Company”), and ______________________, an officer of the Company or its subsidiary bank (the “Indemnitee”).

A. The Company and Indemnitee are aware of the substantial growth in the number of lawsuits filed against corporate officers in connection with their activities in such capacities and by reason of their status as such;

B. The Company and Indemnitee recognize that the cost of defending against such lawsuits, whether or not meritorious, is typically beyond the financial resources of most officers of the Company and its subsidiary bank;

C. The Company and Indemnitee recognize that the legal risks and potential liabilities associated with proceedings filed against the officers of the Company and its subsidiary bank bear no reasonable relationship to the amount of compensation received by the officers;

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**FIRST AMENDMENT to DIRECTOR SERVICES AGREEMENT **

**(Isakow) **

This First Amendment to Director Services Agreement (the “Amendment”) is made and entered into effective as of January 1, 2025 by and between CalPrivate Bank, (the “Bank”), and Selwyn Isakow (the “Director”).

The parties previously entered into a Director Services Agreement made as of January 1, 2024, with an Initial Term continuing through the date twelve months thereafter (the “Agreement”).

Section 1 of the Agreement provides that “The Initial Term will be extended only upon the written agreement of the parties.”

The parties desire to extend the Term through January 1, 2026.

NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOLWEDGED, THE PARTIES AGREE AS FOLLOWS:

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**INDEMNIFICATION AGREEMENT **

Directors

This Indemnification Agreement, dated as of [•], is made by and between Private Bancorp of America, Inc., a corporation organized under the laws of the State of California (the “Company”), and [•] (the “Indemnitee”).

A. It is essential to the Company to retain and attract as directors the most capable persons available;

B. The Indemnitee is an “agent” (as such term is defined in Section 317 of the California Corporations Code) and a director of the Company;

C. The Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors, officers and employees of companies in today’s environment;

D. Section 317 of the California Corporations Code, the Company’s Articles of Incorporation (“Articles of Incorporation”) and the Company’s Bylaws (“Bylaws”) authorize the Company to indemnify and advance expenses to its agents to the extent provided therein, and the Indemnitee serves as an agent of the Company, in part, in reliance on such provisions;

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**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT. **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**STOCK OPTION AGREEMENT **

Unless otherwise defined herein, the terms defined in the Private Bancorp of America, Inc. (the “Company” or “PBAM”) Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

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**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

1. The Private Bancorp of America, Inc. Equity Incentive Plan has been adopted in order to provide additional incentive to Employees, Directors and Consultants, and to promote the success of the Company’s business.

The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Applicable Laws”** **means the requirements relating to the administration of equity-based awards under federal, state and foreign laws, and the laws of any stock exchange or quotation system on which the Common Stock is listed or quoted.

(b) “Award”** **means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units.

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***Certain identified information has been omitted from this exhibit because it is not material and is customarily and actually treated by the registrant as private or confidential. [***] indicates that information has been omitted. ***

**THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 NOR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS THEREFROM AND THE ISSUANCE, TRANSFER OR DISPOSITION OF SUCH SECURITIES IS UNLAWFUL WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE REGULATIONS PROMULGATED PURSUANT THERETO (UNLESS EXEMPT THEREFROM) AND COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AND REGULATIONS. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH REGISTRATION BEING OBTAINED, UNLESS THE ISSUANCE OR SALE IS SO EXEMPT **

**PRIVATE BANCORP OF AMERICA, INC. **

**EQUITY INCENTIVE PLAN **

**RESTRICTED STOCK UNIT AGREEMENT **

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is entered into as of May 22, 2026 (the “Commencement Date”), by and between CalPrivate Bank, a California corporation, its successors and permitted assigns (collectively, the “Bank”), and Richard L. Sowers (“Executive”), with reference to the following:

A. Executive and the Bank entered into that certain Employment Agreement dated April 29, 2023, as amended by the Amendment to Employment Agreement dated April 27, 2026 and the Second Amendment to Employment Agreement dated May 14, 2026 (“Prior Employment Agreement”);

B. The Prior Employment Agreement expires according to its terms on May 22, 2026;

C. Executive and the Bank desire to memorialize their agreement that the Prior Employment Agreement has expired by its terms and is replaced as of the Commencement Date with this Agreement;

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