Browse EX-10 agreements

**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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***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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**CALPRIVATE BANK **

**LIFE INSURANCE AND **

**SPLIT DOLLAR AGREEMENT **

(By and Between CalPrivate Bank and Richard L. Sowers)

Insurer/Policy:		The Penn Mutual Life Insurance Company Policy #2881102
Bank:		CalPrivate Bank
Insured:		Richard (Rick) L. Sowers

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**EMPLOYMENT AGREEMENT **

This Employment Agreement (this “Agreement”) is entered into as of September 5, 2023 (the “Commencement Date”), by and between CalPrivate Bank, a California corporation, its successors and permitted assigns (collectively, the “Bank”), and Cory Stewart (“Executive”), with reference to the following:

A. The Bank considers the addition of Executive’s services, managerial skills, and business experience to be in the best interests of the Bank and its shareholders and desires to obtain the services of Executive on behalf of the Bank on the terms and conditions set forth herein;

B. Executive is expected to make a major contribution to the profitability, growth and financial strength of the Bank. Executive will be an officer and an employee of the Bank and will receive compensation for Executive’s services;

C. Executive desires to be an officer and an employee of the Bank on the terms and conditions set forth herein; and

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**PRIVATE BANCORP OF AMERICA, INC. **

**2026 OMNIBUS EQUITY INCENTIVE PLAN **

Section 1. Purpose of Plan.

The name of the Plan is the Private Bancorp of America, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards or any combination of the foregoing.

Section 2. Definitions.

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