PACIFIC PREMIER BANCORP INC (Form: 8-K, Received: 11/16/2017 06:06:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 16, 2017 (November 15, 2017)

PACIFIC PREMIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		0-22193		33-0743196
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

17901 Von Karman Avenue, Suite 1200, Irvine, CA		92614
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (949) 864-8000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On November 15, 2017, the Board of Directors (the “Board”) of Pacific Premier Bancorp, Inc. (the “Company”), following an extensive review of evolving executive compensation and corporate governance practices, investor preferences as well as discussions with various stockholders, investors and professional advisors, approved and directed the implementation of several important executive compensation and corporate governance enhancements that the Board believes are in the best interests of the Company and its stockholders. As part of the executive compensation enhancements, the Board adopted and approved updated executive compensation guidelines (the “Guidelines”) applicable to the Company’s “named executive officers” (as defined pursuant to Regulation S-K under the Securities Act of 1933, as amended) (the “NEOs”). The Guidelines update the Company’s prior executive compensation guidelines with the intention of further enhancing the link between NEO compensation and Company performance and maintaining the alignment of interests between the NEOs and the Company’s stockholders.

Among other things, the Guidelines require the Company to i ncrease performance-based incentive equity compensation from 25% to 50% of an equity incentive award grant, use a relative total shareholder return performance metric for the performance-based restricted stock unit awards, and remove the retroactive feature in the Company’s restricted stock unit award agreement and provide for a three-year average performance target rather than an annual target for each separate year. In addition, the Guidelines require that certain future equity incentive awards include a “double-trigger” rather than “single-trigger” accelerated vesting, meaning that the award vests in full if an employee is terminated for “cause” or resigns for “good reason” within 24 months of a change of control. “Cause,” “good reason” and “change of control” are each defined in the Pacific Premier Bancorp, Inc. Amended and Restated 2012 Long-Term Incentive Plan, as amended (the “2012 Incentive Plan”). The Guidelines also contemplate, and the Board adopted and approved, a clawback policy that provides for the recoupment of certain types of NEO and other senior executive incentive compensation in the event that the incentive compensation was predicated on financial results, performance goals or metrics that were augmented or materially inaccurate as a result of intentional fraud or criminal misconduct.

In order to affect the updated Guidelines, on November 15, 2017, the Board approved a Second Amendment to the 2012 Incentive Plan, as well as conforming amendments to the 2012 Incentive Plan forms of equity incentive award agreements. The Guidelines, clawback policy, Second Amendment to the 2012 Incentive Plan and conforming amendments to the form of equity incentive award agreements will apply to all applicable incentive compensation awards commencing on January 1, 2018.

The foregoing description of the Second Amendment to the 2012 Incentive Plan and the forms of Restricted Stock Award Agreement (non-NEOs), Restricted Stock Award Agreement (NEOs), Restricted Stock Unit Award Agreement, Incentive Stock Option Award Agreement and Non-Qualified Stock Option Award Agreement, are qualified by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.

ITEM 7.01 REGULATION FD DISCLOSURE.

On November 16, 2017, the Company issued a press release announcing enhancements to the Company’s corporate governance and executive compensation policies described in Items 5.02 and 8.01 of this Current Report on Form 8-K. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Information contained herein, including Exhibit 99.1, shall not be deemed filed for the purposes of the Securities Exchange Act of 1934, as amended, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

ITEM 8.01 OTHER EVENTS.

In addition to executive compensation and corporate governance initiatives adopted as described in Item 5.02 above, on November 15, 2017, the Board approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s Amended and Restated Bylaws (the “Bylaws”), and the Company’s Share Ownership and Insider Trading and Disclosure Policy to effect certain corporate governance changes which the Board believes will enhance the rights of the Company’s stockholders and further align the interests of the Company’s NEOs with the Company’s stockholders.

The changes to the Company’s Certificate of Incorporation and Bylaws, as applicable, include: (i) permitting stockholders holding at least 10% of the Company’s outstanding common stock to call a special meeting of stockholders, subject to applicable law and the requirements set forth in the Bylaws; (ii) allowing stockholders to take actions by written consent without holding a meeting, subject to applicable law and the requirements set forth in the Bylaws; and (iii) changing the required vote of stockholders needed to amend the Certificate of Incorporation and the Bylaws from a supermajority vote of 66 2/3 % of the outstanding shares entitled to vote to a simple majority vote of the outstanding shares eligible to vote. The amendments to the Certificate of Incorporation will be submitted to the Company’s stockholders for approval at the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”). The amendments to the Bylaws will become effective automatically upon, and subject to, approval by the Company’s stockholders of the amendments to the Certificate of Incorporation at the 2018 Annual Meeting. The Company will file the amendments to the Company’s Certificate of Incorporation and Bylaws in a Current Report on Form 8-K within four (4) business days following their effectiveness.

On November 15, 2017, to further align the interests of the Company’s NEOs with the Company’s stockholders, the Board also approved an amendment to the Company’s Share Ownership and Insider Trading and Disclosure Policy to require that the Company’s Chief Executive Officer (the “CEO”) own an amount of the Company’s common stock valued at five times his base salary, and that each of the Company’s other NEOs own an amount of the Company’s common stock valued at three times their base salary. The Company’s CEO is already subject to, and compliant with, the ownership requirement. The other NEOs and any new NEO must satisfy the ownership requirement within five years of the later of November 15, 2017, or the date of their appointment to the applicable position. The complete text of the Company’s Share Ownership and Insider Trading and Disclosure Policy can be found on the Company’s website at www.ppbi.com under the Investor Relations section. The information contained on, or accessible through, the Company’s website shall not be deemed to be a part of this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibit

No.		Description
10.1		Second Amendment to the Pacific Premier Bancorp, Inc. Amended and Restated 2012 Long-Term Incentive Plan
10.2		Form of Restricted Stock Award Agreement (non-NEOs)
10.3		Form of Restricted Stock Award Agreement (NEOs)
10.4		Form of Restricted Stock Unit Award Agreement
10.5		Form of Incentive Stock Option Award Agreement
10.6		Form of Non-Qualified Stock Option Award Agreement
99.1		Press Release, dated November 16, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PACIFIC PREMIER BANCORP, INC .

Dated: November 16, 2017		By:	/s/ STEVEN R. GARDNER
			Steven R. Gardner
			Chairman, President & Chief Executive Officer

Exhibit 10.1

SECOND AMENDMENT

TO THE
PACIFIC PREMIER BANCORP, INC.

AMENDED AND RESTATED 2012 LONG-TERM INCENTIVE PLAN

WHEREAS, Pacific Premier Bancorp, Inc., a Delaware corporation (the “ Company ”), maintains the Pacific Premier Bancorp, Inc. Amended and Restated 2012 Long-Term Incentive Plan, as amended effective as of May 31, 2017 (the “ Plan ”);

WHEREAS, pursuant to Article XIV of the Plan, the Board of Directors (the “ Board ”) of the Company may, by resolution, at any time amend the Plan with respect to any shares of the Company’s common stock, par value $0.01 per share (“ Common Stock ”), or awards under the Plan which have not been granted;

WHEREAS, the Board has determined that it is in the best interest of the Company and its stockholders to amend the vesting provisions of awards in connection with a Change in Control (as defined in the Plan); and

WHEREAS, the Board has duly authorized the undersigned officer to carry out the foregoing.

NOW, THEREFORE, effective as of January 1, 2018, the Plan shall be and hereby is amended as follows:

Section 1. Section 2.06 of the Plan shall be amended to insert “Plan or applicable Award” immediately before the word “Agreement” in the introductory clause of the second sentence so that the introductory clause in the second sentence reads:

“In the absence of any definition in the Award Agreement, “Change in Control” means the occurrence of any of the following events subsequent to the date of this Plan or applicable Award Agreement: …”

Section 2. Section 2.14 of the Plan shall be amended to replace sub sections (i) and (ii) with the following:

“(i) a material diminution in the Participant’s annual base compensation, provided that, for purposes of this definition, a reduction in base compensation of 10% or less shall not be considered a material diminution, (ii) any material diminution in the Participant’s authority, duties, or responsibilities, or”

Section 3. Section 8.01(c) shall be amended as follows:

“Accelerated Vesting Upon a Change in Control. Notwithstanding the general rule described in subsection (a) hereof, all of a Participant’s Options shall become immediately vested and exercisable upon the Participant’s termination without Cause or resignation with Good Reason, provided such termination or resignation occurs within two (2) years following a Change in Control, except as determined in the sole discretion of the Committee and set forth in an applicable Award Agreement.”

Section 4. Section 8.01(d) shall be hereby deleted.

Section 5. The second paragraph of Section 9.01 shall be replaced with the following:

“A Participant’s Restricted Stock Award shall immediately vest upon (i) the Participant’s termination without Cause or resignation with Good Reason, provided such termination or resignation occurs within two (2) years following a Change in Control, (ii) the Participant’s death while in the employ of the Company, or (iii) the Participant’s termination of employment with the Company as a result of Disability, in each case except as determined in the sole discretion of the Committee and set forth in an applicable Award Agreement.”

Section 6. The second paragraph of Section 10.01 shall be replaced with the following:

“A Participant’s Restricted Stock Unit Award shall immediately vest upon (i) the Participant’s termination without Cause or resignation with Good Reason, provided such termination or resignation occurs within two (2) years following a Change in Control, (ii) the Participant’s death while in the employ of the Company, or (iii) the Participant’s termination of employment with the Company as a result of Disability, in each case except as determined in the sole discretion of the Committee and set forth in an applicable Award Agreement.”

Section 7. The second paragraph of Section 11.02 shall be replaced with the following:

“A Participant’s SAR Award shall immediately vest upon (i) the Participant’s termination without Cause or resignation with Good Reason, provided such termination or resignation occurs within two (2) years following a Change in Control, (ii) the Participant’s death while in the employ of the Company, or (iii) the Participant’s termination of employment with the Company as a result of Disability, in each case except as determined in the sole discretion of the Committee and set forth in an applicable Award Agreement. Each SAR may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The SAR may be subject to such other terms and conditions on the time or times when it may be exercised as the Committee may deem appropriate. The vesting provisions of individual SAR may vary. No SAR may be exercised for a fraction of a share of Common Stock. The Committee may, but shall not be required to, provide for an acceleration of vesting and exercisability in the terms of any SAR upon the occurrence of a specified event.”

Section 8. Except as expressly modified or varied by this Amendment, all of the terms, covenants and conditions of the Plan shall remain in full force and effect. If there is a conflict between the provisions of the Plan and the provisions of this Second Amendment, then the provisions of this Second Amendment shall control. This Second Amendment shall be binding upon, and inure to the benefit of, the respective successors and assigns of the Company and Participants (as defined in the Plan).

IN WITNESS WHEREOF, the Company has caused this Second Amendment to be executed by its duly authorized officer this 15th day of November, 2017.

	PACIFIC PREMIER BANCORP, INC.

	By:	/s/ Steven R. Gardner
		Steven R. Gardner, Chairman, President and Chief Executive Officer

Exhibit 10.2

PACIFIC PREMIER BANCORP, INC.
2012 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

Pacific Premier Bancorp, Inc., a Delaware corporation and any Subsidiary (the “Company”), hereby grants a restricted common stock (“Common Stock”) award (the “Stock Award”) to the person named below. This Stock Award is issued pursuant to the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”) and the terms and conditions of this Stock Award shall be as set forth in the Plan and as are set forth in this Restricted Stock Award Agreement (“Agreement”).

Date of Grant: Date

Name of Holder: Name

Number of Shares of Common Stock Covered by Award: Amount

Purchase Price per Share of Common Stock (if any): $Amount

Restricted Stock Award		This Stock Award is intended to be a restricted stock award within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted accordingly.

Vesting		This Stock Award vests according to the following schedule: · 33% immediately vested as of the first anniversary of the Date of Grant; · 33% vests as of the second anniversary of the Date of Grant; and · 33% vests as of the third anniversary of the Date of Grant.(1)

Regular Termination		Except as otherwise provided herein, if your service with the Company terminates for any reason, the unvested portion of your Stock Award will be forfeited at the close of business on your termination/resignation date.

Change in Control		In the event your service is terminated by the Company without Cause or you resign with Good Reason, in either case within two years following a Change in Control, the unvested portion of your Stock Award shall vest in full at the close of business on your termination/resignation date.

Death		If you die while in service with the Company, your Stock Award will immediately vest in full in the year of your death.

(1) Typical stock vesting period for employees would be equal annual installments over 3-5 years.

Disability		If your service terminates because of your Disability, your Stock Award will immediately vest in full in the year of your disability.

Leaves of Absence		For purposes of this Stock Award, your service does not terminate when you go on a bona fide leave of absence approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is otherwise required by applicable law. However, your service will be treated as having been terminated 90 days after you begin a leave of absence, unless your right to return to work is guaranteed by law or by a contract. Your service shall terminate in any event when the approved leave of absence ends unless you immediately return to service. The Company shall determine which leave of absence counts as service for this purpose, and when your service terminates for all purposes under the Plan and this Agreement.

Withholding Taxes		The Company shall be entitled to deduct from other compensation payable to you any sums required by federal, state, or local tax law to be withheld with respect to the vesting of the Stock Award. In the alternative, the Company may require you to pay such required sums directly to the Company. If you are required to pay the sum directly to the Company, payment in cash or by check for such sums required to pay the taxes due shall be delivered to the Company. You may elect to have such tax withholding obligation satisfied, in whole or in part, by authorizing (i) the Company to withhold from vested shares of Common Stock to be issued by the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the tax withholding amount due, or (ii) a third party broker to sell a number of vested shares of Common Stock that are otherwise deliverable to you with an aggregate Fair Market Value that would satisfy the tax withholding amount due. The Company shall have no obligation upon vesting of shares of Common Stock to issue stock certificates to you for the vested shares of Common Stock until payment with respect to taxes due has been received, unless the tax withholding as of or prior to the vesting of Common Stock is sufficient to cover all sums due.

Investment Representations		By signing this Agreement, you agree not to sell any shares of Common Stock acquired pursuant to this Stock Award at a time when applicable laws, regulations or the Company’s applicable trading policies prohibit such sale.

		If the sale of vested shares of Common Stock under the Plan is not registered under applicable federal and state laws and regulations, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of receipt of the vested portion of the Stock Award that the vested shares of Common Stock being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and you shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

Tax Election		You have considered the availability of all tax elections in connection with the Stock Award, including the advisability of making of an election under Section 83(b) under the Code. In the event that you make a Section 83(b) election with respect to the Stock Award, in accordance with Section 1.83-2(d) of the United States Treasury Regulations, a copy of this election shall be furnished to the Company.

Transfer of Stock Award		Prior to your death, only you may hold the Stock Award to the extent that it represents unvested shares of Common Stock. You cannot transfer or assign this Stock Award to the extent that it represents unvested shares of Common Stock. For instance, you may not sell this Stock Award to the extent that it represents unvested shares of Common Stock or use it as security for a loan. If you attempt to do any of these things, this Stock Award will immediately become invalid. You may, however, dispose of this Stock Award in your will or transfer all or any portion of this Stock Award to a trust established for the sole benefit of you and/or your spouse or children, provided that the transferred portion of the Stock Award shall remain subject to the terms and conditions of this Agreement and the Plan.

Retention Rights		This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your service at any time and for any reason.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Common Stock, the number of shares of Common Stock covered by this Stock Award shall be adjusted pursuant to the terms of the Plan. Your Stock Award shall be subject to the terms of any agreement of merger, liquidation or reorganization in the event the Company is the subject of such a transaction.

Receipt and Delivery of Shares		You waive receipt from the Company of a certificate or certificates representing unvested shares of Common Stock pursuant to this Stock Award. You acknowledge that the Company shall retain custody of such certificate or certificates until the restrictions imposed by this Agreement on the unvested shares of Common

		Stock granted hereunder lapse. You acknowledge that, alternatively in the Company’s sole discretion, the unvested shares of Common Stock granted hereunder may be credited to a book-entry account in your name, with instructions from the Company to the Company’s transfer agent that such shares of Common Stock shall remain restricted until the restrictions imposed by this Agreement on such shares lapse. In such case, you will provide the Company with a duly signed stock power in such form as may be requested by the Company.

Legends		All unvested shares of Common Stock upon grant, whether in certificate form or book-entry account in your name, may bear such legends as may be required under applicable law.

Clawback		Notwithstanding any other provisions in the Plan or this Agreement, the Company may cancel any Award, require you to reimburse the Company for any Award you received, and effect any other right of recoupment of equity or other compensation provided under the Plan or any Award in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, you may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or any Award, in accordance with the Clawback Policy. By accepting this Award, you agree to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to choice of law provisions).

By signing below, you agree to all of the terms and conditions set forth herein and in the Plan, a copy of which is also attached. Capitalized terms that are not defined herein have the meaning ascribed to them in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PACIFIC PREMIER BANCORP, INC.		HOLDER:



Name:		Name:
Title:

Exhibit 10.3

PACIFIC PREMIER BANCORP, INC.
2012 LONG-TERM INCENTIVE PLAN

[NAMED EXECUTIVE OFFICER INCENTIVE] RESTRICTED STOCK AWARD AGREEMENT

Date of Grant: Date

Name of Holder: Name

Number of Shares of Common Stock Covered by Award: Amount

Purchase Price per Share of Common Stock (if any): $Amount

Restricted Stock Award		This Stock Award is intended to be a restricted stock award within the meaning of Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), and will be interpreted accordingly.

Minimum Threshold Performance		Pacific Premier Bank Tier 1 Risk Based Capital Ratio of 8%

Vesting		If minimum threshold performance threshold is achieved as of December 31 st of the year in which this Stock Award is made, this Stock Award shall vest according to the following schedule: · 33% immediately vested as of the first anniversary of the Date of Grant; · 33% vests as of the second anniversary of the Date of Grant; and · 33% vests as of the third anniversary of the Date of Grant.(1)

Regular Termination		Except as otherwise provided herein, if your service with the Company terminates for any reason, the unvested portion of your Stock Award will be forfeited at the close of business on your termination/resignation date.

(1) Typical stock vesting period for employees would be equal annual installments over 3-5 years.

Change in Control		In the event your service is terminated by the Company without Cause or you resign with Good Reason, in either case within two years following a Change in Control, the unvested portion of your Stock Award shall vest in full at the close of business on your termination/resignation date.

Death		If you die while in service with the Company, your Stock Award will immediately vest in full in the year of your death.

Disability		If your service terminates because of your Disability, your Stock Award will immediately vest in full in the year of your disability.

Leaves of Absence		For purposes of this Stock Award, your service does not terminate when you go on a bona fide leave of absence approved by the Company in writing, if the terms of the leave provide for continued service crediting, or when continued service crediting is otherwise required by applicable law. However, your service will be treated as having been terminated 90 days after you begin a leave of absence, unless your right to return to work is guaranteed by law or by a contract. Your service shall terminate in any event when the approved leave of absence ends unless you immediately return to service. The Company shall determine which leave of absence counts as service for this purpose, and when your service terminates for all purposes under the Plan and this Agreement.

Withholding Taxes		The Company shall be entitled to deduct from other compensation payable to you any sums required by federal, state, or local tax law to be withheld with respect to the vesting of the Stock Award. In the alternative, the Company may require you to pay such required sums directly to the Company. If you are required to pay the sum directly to the Company, payment in cash or by check for such sums required to pay the taxes due shall be delivered to the Company. You may elect to have such tax withholding obligation satisfied, in whole or in part, by authorizing (i) the Company to withhold from vested shares of Common Stock to be issued by the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the tax withholding amount due, or (ii) a third party broker to sell a number of vested shares of Common Stock that are otherwise deliverable to you with an aggregate Fair Market Value that would satisfy the tax withholding amount due. The Company shall have no obligation upon vesting of shares of Common Stock to issue stock certificates to you for the vested shares of Common Stock until payment with respect to taxes due has been received, unless the tax withholding as of or prior to the vesting of Common Stock is sufficient to cover all sums due.

Investment Representations		By signing this Agreement, you agree not to sell any shares of

		Common Stock acquired pursuant to this Stock Award at a time when applicable laws, regulations or the Company’s applicable trading policies prohibit such sale. If the sale of vested shares of Common Stock under the Plan is not registered under applicable federal and state laws and regulations, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of receipt of the vested portion of the Stock Award that the vested shares of Common Stock being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and you shall make such other representations as are deemed necessary or appropriate by the Company and its counsel.

Tax Election		You have considered the availability of all tax elections in connection with the Stock Award, including the advisability of making of an election under Section 83(b) under the Code. In the event that you make a Section 83(b) election with respect to the Stock Award, in accordance with Section 1.83-2(d) of the United States Treasury Regulations, a copy of this election shall be furnished to the Company.

Transfer of Stock Award		Prior to your death, only you may hold the Stock Award to the extent that it represents unvested shares of Common Stock. You cannot transfer or assign this Stock Award to the extent that it represents unvested shares of Common Stock. For instance, you may not sell this Stock Award to the extent that it represents unvested shares of Common Stock or use it as security for a loan. If you attempt to do any of these things, this Stock Award will immediately become invalid. You may, however, dispose of this Stock Award in your will or transfer all or any portion of this Stock Award to a trust established for the sole benefit of you and/or your spouse or children, provided that the transferred portion of the Stock Award shall remain subject to the terms and conditions of this Agreement and the Plan.

Retention Rights		This Agreement does not give you the right to be retained by the Company in any capacity. The Company reserves the right to terminate your service at any time and for any reason.

Adjustments		In the event of a stock split, a stock dividend or a similar change in the Common Stock, the number of shares of Common Stock covered by this Stock Award shall be adjusted pursuant to the terms of the Plan. Your Stock Award shall be subject to the terms of any agreement of merger, liquidation or reorganization in the event the Company is the subject of such a transaction.

Receipt and Delivery of Shares		You waive receipt from the Company of a certificate or certificates representing unvested shares of Common Stock pursuant to this Stock Award. You acknowledge that the Company shall retain custody of such certificate or certificates until the restrictions imposed by this Agreement on the unvested shares of Common Stock granted hereunder lapse. You acknowledge that, alternatively in the Company’s sole discretion, the unvested shares of Common Stock granted hereunder may be credited to a book-entry account in your name, with instructions from the Company to the Company’s transfer agent that such shares of Common Stock shall remain restricted until the restrictions imposed by this Agreement on such shares lapse. In such case, you will provide the Company with a duly signed stock power in such form as may be requested by the Company.

Legends		All unvested shares of Common Stock upon grant, whether in certificate form or book-entry account in your name, may bear such legends as may be required under applicable law.

Clawback		Notwithstanding any other provisions in the Plan or this Agreement, the Company may cancel any Award, require you to reimburse the Company for any Award you received (regardless of whether you previously, currently or subsequently received the Award), and effect any other right of recoupment of equity or other compensation provided under the Plan or any Award in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, you may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or any Award, in accordance with the Clawback Policy. By accepting this Award, you agree to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

Applicable Law		This Agreement will be interpreted and enforced under the laws of the State of Delaware (without regard to choice of law provisions).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

PACIFIC PREMIER BANCORP, INC.		HOLDER:



Name:		Name:
Title:

Exhibit 10.4

PACIFIC PREMIER BANCORP, INC.

AMENDED AND RESTATED

2012 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This RESTRICTED STOCK UNIT AGREEMENT (this “ Agreement ”), effective as of (the “ Grant Date ”), is made by and between Pacific Premier Bancorp, Inc., a Delaware corporation (the “ Company ”), and (the “Participant”). This Restricted Stock Unit Award is made pursuant to the terms of the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “ Plan ”), a copy of which has been provided to the Participant and the terms of which are hereby incorporated by reference and made part of this Agreement. Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan.

ARTICLE I.

GRANT OF RESTRICTED STOCK UNITS

Section 1.1 Grant of Restricted Stock Units [and Dividend Equivalents]

Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Participant a maximum number of Restricted Stock Units equal to [ ], with a target amount of [ ] (such target referred to as the “Target Restricted Stock Units”) as of the Grant Date, which shall vest, if at all, in accordance with Sections 1.2 and 1.3 below. The Participant shall have no right to vote, to receive dividends, or any other rights as a shareholder of the Company with respect to the Restricted Stock Units. In the event the Committee exercises its discretion to grant the Participant pursuant to Section 10.03 of the Plan, the Dividend Equivalents shall be subject to the same terms and conditions applicable to the Restricted Stock Units, including, but not limited to, vesting, forfeiture, restrictions on transferability, and the timing of payment or settlement.

Section 1.2 Vesting

(a) The Restricted Stock Units have been credited to a bookkeeping account on behalf of the Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided herein. Following the end of the a three-year performance period that commences on the Grant Date (such three-year period is referred to as “the Performance Period”), the Committee shall determine the Company’s achievement of the performance goals, described in more detail below, and shall certify such results in writing. Upon such certification, the Restricted Stock Units may become vested (the “Vesting Date,” as applicable), if the Company achieves a pre-determined level of the performance goals and the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of the Performance Period in accordance with the terms of this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Participant

and the Participant shall have no further right or interest in the Restricted Stock Units. For purposes of this Agreement, the performance goal shall be based on the Company’s relative total shareholder return percentile performance (“rTSR”) as compared to the Keefe, Bruyette & Woods, Inc., (“KBW”) Regional Bank Index over the Performance Period. The Company’s total shareholder return shall be the ratio of the 30-trading day average stock price at the end of the Performance Period, assuming dividends are reinvested, to the 30-trading day average stock price at the beginning of the Performance Period, assuming dividends are reinvested.

The Company’s rTSR performance must be in at least the 25 th percentile of the companies in the KBW Regional Bank Index ( i.e. , the “threshold level”) for any Restricted Stock Units to be eligible to vest at the end of the Performance Period. If the Company’s rTSR percentile performance falls between threshold level and the 50 th percentile of the companies in the KBW Regional Bank Index ( i.e. , the “target level”) or between the target level and the 75 th percentile of the companies in the KBW Regional Bank Index ( i.e., the “maximum level”), the Committee shall use straight line interpolation to determine the vested number of Restricted Stock Units for the Performance Period, which in no event shall exceed 200% of the Target Restricted Stock Units. Notwithstanding the foregoing, if the Company’s absolute total shareholder return is negative, the Participant shall not vest in more than the Target Restricted Stock Units. The portion of the Restricted Stock Units eligible for vesting if the Company achieves the threshold, target or maximum levels are as follows:

Company’s Percentile Performance Rank		Vested Restricted Stock Units
75 th Percentile		150% of the Target Restricted Stock Units
50 th Percentile		100% of the Target Restricted Stock Units
25th Percentile		50% of the Target Restricted Stock Units
Below 25 th Percentile		None

(b) Except as may be otherwise provided in Section 1.3 of this Agreement, in the event the Participant’s service as an Employee, Officer, director or consultant terminates for any reason other than death or Disability, vesting shall cease and any Restricted Stock Units that have not yet vested on such date shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. Notwithstanding the foregoing, the Committee may, in the event the Participant’s status as an Employee, Officer, director or consultant terminates without Cause or for Good Reason, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such Restricted Stock Units and the Participant may be eligible to vest in his or her Restricted Stock Units at the end of the Performance Period in accordance with Section 1.2 and the Company shall settle such Restricted Stock Units in accordance with Article II.

Section 1.3 Acceleration of Vesting

(a) Notwithstanding Section 1.2, in the event the Participant’s status as an Employee, Officer, director or consultant terminates due to death or Disability, the Participant shall vest at the end of the Performance Period in the number of Restricted Stock Units that would vest in accordance with Section 1.2, prorated based on the portion of the Performance Period completed as of the Participant’s termination of service and the Company shall settle such Restricted Stock Units in accordance with Article II.

(b) Notwithstanding Section 1.2, in the event the Participant’s employment terminates without Cause or for Good Reason within two (2) years following a Change in Control, any of the Restricted Stock Units that have not yet vested upon the consummation of such termination of employment following the Change in Control shall become immediately vested. Notwithstanding the foregoing, in no event shall such acceleration of vesting take place with respect to any Restricted Stock Units that have been forfeited prior to the effective date of the Change in Control.(1)

ARTICLE II.

SETTLEMENT OF RESTRICTED STOCK UNITS

Section 2.1 Timing and Manner of Settlement of Restricted Stock Units

(a) Unless and until the Restricted Stock Units become vested and nonforfeitable in accordance with Section 1.2 or 1.3 of this Agreement, the Participant shall have no right to settlement of any such Restricted Stock Units. Reasonably promptly after the Vesting Date (and in any event not later than two and one-half (2-1/2) months after the end of the year in which such Restricted Stock Units vest), such vested and non-forfeitable Restricted Stock Units (and any Dividend Equivalents the Committee awarded to the Participant, if any) shall be settled by the Company delivering to the Participant (or his beneficiary in the event of death) either (i) a certificate evidencing a number of shares of Common Stock equal to the number of vested Restricted Stock Units that become vested and non-forfeitable upon the Vesting Date; (ii) cash equal to the Fair Market Value of the Common Stock as of the Vesting Date with respect to each vested Restricted Stock Unit; or (iii) a combination of (i) and (ii); provided, however, that any shares of Common Stock delivered to the Participant shall be endorsed with the appropriate legends determined by the Company.

(b) Notwithstanding subsection (a) above, in the event that (i) the Participant is subject to the Company’s policy permitting officers and directors to sell shares only during certain “window” periods, in effect from time to time (the “Policy”) or the Participant is otherwise prohibited from selling shares of the Company’s Common Stock in the public market and any shares covered by the Restricted Stock Units are scheduled to be delivered on a day (the “Original Distribution Date”) that does not occur during an open “window period” applicable to the Participant or a day on which the Participant is permitted to sell shares of the Company’s

(1) Please note that we only included the double trigger vesting so we did not include vesting at 100% of target if the change in control occurs less than 6 months from grant and vests based on actual performance at the change in control with respect to awards granted more than six months prior to the change in control.

common stock pursuant to a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or does not occur on a date when the Participant is otherwise permitted to sell shares of the Company’s common stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations by withholding shares from the Participant’s distribution, then such shares shall not be delivered on such Original Distribution Date and shall instead be delivered on the first business day of the next occurring open “window period” applicable to the Participant pursuant to such Policy (regardless of whether the Participant is still providing continuous services at such time) or the next business day when the Participant is not prohibited from selling shares of the Company’s Common Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year following the calendar year in which the shares covered by the Restricted Stock Units vest. Settlement of the Restricted Stock Units pursuant to the provisions of this Section 2.1 is intended to comply with the requirements for the short-term deferral exemption available under Treasury Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner. The form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. Neither the Participant nor any of the Participant’s successors, heirs, assigns or personal representatives shall have any further rights or interests in any Restricted Stock Units that are so paid.

(c) If the Restricted Stock Units are subject to, and not exempt from Code Section 409A, the following provisions in this subsection (c) shall supersede anything to the contrary in subsection (a), the Company, subject to subsection (b), shall settle the vested Restricted Stock Units within sixty (60) days after the Vesting Date (provided that, to the extent required to comply with Code Section 409A, if such sixty (60) day period spans calendar years, the payment shall be made in the second calendar year).

Section 2.2 Tax Consequences

The Company shall withhold from any amounts due and payable by the Company to the Participant (or secure a cash payment from the Participant in lieu of withholding) the amount of any federal or state withholding or other taxes, if any, due from the Company with respect to the Restricted Stock Units, and the Company may defer such issuance until such withholding or payment is made unless otherwise indemnified to its satisfaction with respect thereto. The Company shall have the right to: (i) deduct from other compensation payable to the Participant; (ii) make deductions from any settlement of the Restricted Stock Units in an amount sufficient to satisfy the withholding from any settlement of the Restricted Stock Units, in each case in an amount sufficient to satisfy the withholding obligation; (iii) require the Participant to pay such required sums directly to the Company or (iii) take such other action as may be necessary or appropriate to satisfy the withholding obligation.

If the Participant is required to pay the sum directly to the Company, payment in cash or by check for such sums required to pay the taxes due shall be delivered to the Company. The Participant may elect to have such tax withholding obligation satisfied, in whole or in part, by authorizing (i) the Company to withhold from shares of Common Stock to be issued by the Company, a number of shares of Common Stock with an aggregate Fair Market Value that would satisfy the tax withholding amount due, or (ii) a third party broker to sell a number of shares of Common Stock that are otherwise deliverable to the Participant with an aggregate Fair

Market Value that would satisfy the tax withholding amount due. The Company shall have no obligation upon vesting of shares of Common Stock to issue stock certificates to the Participant for the shares of Common Stock until payment with respect to taxes due has been received, unless the tax withholding as of or prior to the distribution of Common Stock is sufficient to cover all sums due.

Section 2.3 Adjustments in Restricted Stock Units

Notwithstanding any other provision of this Agreement, the Committee may make adjustments with respect to the Restricted Stock Units in accordance with the provisions of Article V of the Plan.

Section 2.4 Securities Law Compliance

A Participant may not be issued any shares in respect of vested Restricted Stock Units unless either (i) the shares are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration requirements of the Securities Act. Any grant of Restricted Stock Units also must comply with other applicable laws and regulations governing the Award, and the Company may cancel the Award if it determines that such Award would not be in material compliance with such laws and regulations.

Section 2.5 Clawback

The Restricted Stock Units and any cash or shares of Common Stock paid or issued pursuant to this Agreement and the Plan shall be subject to any compensation recoupment policy of the Company that is applicable by its terms to the Participant and to Awards of this type. Notwithstanding any other provisions in the Plan or this Agreement, the Company may cancel any Award, require the Participant to reimburse the Company for any Award (whether previously, currently or subsequently awarded) or return any Shares the Participant received, and effect any other right of recoupment of equity or other compensation provided under the Plan or any Award in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, the Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or any Award, in accordance with the Clawback Policy. By accepting this Award of Restricted Stock Units, the Participant agrees to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

ARTICLE III.

OTHER PROVISIONS

Section 3.1 Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and

binding upon the Participant, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Restricted Stock Units. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement except with respect to matters which, under Rule 16b-3 or Code Section 162(m), or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.

Section 3.2 Limitations on Transferability

The Restricted Stock Units shall not be assignable or transferable by the Participant, other than (i) by will or the laws of descent and distribution, (ii) to family members or entities (including trusts) established for the benefit of the Participant or the Participant’s family members; and (iii) to any other person to the extent permitted by applicable securities law.

Section 3.3 No Right of Continued Employment or Service

Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Participant’s employment or service at any time, nor confer upon the Participant any right to continue in the employ or service of the Company.

Section 3.4 Participant’s Representation

The Participant agrees upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award. The Participant acknowledges and agrees that he or she has reviewed this Agreement and the Plan in its entirety, had an opportunity to obtain the advice of counsel prior to executing and accepting this Agreement, and fully understand all provisions of the Award. The Participant hereby acknowledges receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, the Participant acknowledges receipt of the Company’s policy permitting officers and directors to sell shares only during certain “window” periods and the Company’s insider trading policy, in effect from time to time. This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

Section 3.5 Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the officer designated as the Administrator from time to time, and any notice to be given to the Participant shall be addressed to him at the address given beneath his signature hereto. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to him. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 3.5. Any notice shall be deemed duly given when delivered (i) by hand or (ii) by courier service, when provided to an internationally recognized overnight delivery service for overnight delivery.

Section 3.6 Unsecured Obligation

The Award of Restricted Stock Units pursuant to this Agreement is unfunded, and the Participant shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or make any payment pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

Section 3.7 Effect on Other Employee Benefit Plans

The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Participant’s benefits under any employee benefit plan sponsored by the Company, except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company’s employee benefit plans.

Section 3.8 Compliance with Section 409A of the Code

This Agreement is intended to comply with the requirements of Code Section 409A, to the extent applicable and shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of Code Section 409A or (ii) satisfies the requirements of Code Section 409A. If an Award is subject to Code Section 409A, (i) distributions shall only be made in a manner and upon an event permitted under Code Section 409A, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Code Section 409A, (iii) unless the Award specifies otherwise, each installment payment shall be treated as a separate payment for purposes of Code Section 409A, and (iv) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Code Section 409A. Any Award that is subject to Code Section 409A and that is to be distributed to a “ specified employee, “ as defined in Code Section 409A(a)(2)(B)(i) upon separation from service shall be administered so that any distribution with respect to such Award shall be postponed for six (6) months following the date of the Participant’s separation from service, if required by Code Section 409A. If a distribution is delayed pursuant to Code Section 409A, the distribution shall be paid within fifteen (15) days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within ninety (90) days of the Participant’s death. The determination of a specified employee, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Code Section 416(i) and the “specified employee” requirements of Code Section 409A.

Section 3.9 Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 3.10 Construction

This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

Section 3.11 Conformity to Securities Laws

The Participant acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including, without limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Restricted Stock Units are granted and may be settled, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

Section 3.12 Amendments

This Agreement and the Plan may be amended without the consent of the Participant provided that such amendment would not affect in any materially adverse manner any rights of the Participant under this Agreement. No amendment of this Agreement shall, without the consent of the Participant, affect in any materially adverse manner any rights of the Participant under this Agreement.

[Signature page follows.]

IN WITNESS WHEREOF , this Agreement has been executed and delivered by the parties hereto.

	PACIFIC PREMIER BANCORP, INC.


	By:
	Name:	Steven R. Gardner
	Title:	President & Chief Executive Officer

PARTICIPANT



Name:
Address:
City, State, Zip:
Phone number:
Passport number:

Exhibit 10.5

FORM OF
PACIFIC PREMIER BANCORP, INC.
2012 LONG-TERM INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT

This Incentive Stock Option Agreement (“Option Agreement”), is dated as of , 201 (the “Grant Date”), between Pacific Premier Bancorp, Inc., a Delaware corporation, and any Subsidiary (the “Company”), and (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

Section 1. Grant of Options . The Participant is hereby granted an option representing shares (“Shares”) of Company common stock (“Common Stock”) under the terms and conditions specified herein (the “Option”). Such Option is intended to constitute an Incentive Stock Option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Option granted hereunder fails to qualify as an Incentive Stock Option for any reason, then the Option, or portion thereof that does not so qualify, shall be treated as a Nonqualified Stock Option.

Section 2. Option Price . The exercise price of the Option shall be $ per share (the “Option Price”).

Section 3. Vesting of Option .

3.1 Vesting Schedule . The Option shall vest and become exercisable based on the passage of time according to the following vesting schedule:

Number of Shares		Vesting Date(1)

No vesting shall occur on or after the date that a Participant’s employment with the Company terminates for any reason other than as described herein.

(1) The Plan provides for a 3-year cliff vesting schedule unless otherwise determined by the Committee.

any time while the Participant is in continuous service, as set forth in Section 8.01(b) of the Plan or (iii) the Participant’s termination due to the Disability of the Participant, as set forth in Section 8.01(b) of the Plan. If your employment is terminated for any other reason, then the unvested portion of the Participant’s Option will be forfeited at the close of business on the Participant’s termination/resignation date.

Section 4 . Option Term . The Option may be exercised, to the extent that it is vested pursuant to Section 3, during the Option Term, unless earlier terminated in accordance with the terms of the Plan. For purposes hereof, the “Option Term” shall commence on the Grant Date and shall expire on the tenth anniversary thereof (the fifth anniversary thereof in the case of an Incentive Stock Option granted to an individual who owns, directly or indirectly, more than ten percent of the total combined voting power of all classes of stock issued to stockholders of the Company). Upon the expiration of the Option Term, to the extent unexercised, the Option shall terminate and be of no further force or effect.

Section 5 . Exercise of Option . An Option may be exercised by the Participant (or such other person as may be specified in the Plan) to the extent vested, with respect to whole shares only, by giving written notice to the Company of exercise along with payment of the aggregate exercise price.

The Option Price for the Shares acquired pursuant to the exercise of the Option shall be paid: (i) in cash or by check; (ii) in whole shares of Common Stock; or (iii) a combination of (i) and (ii) above. The value of any share of Common Stock delivered in payment of the Option Price shall be its Fair Market Value of a share of Common Stock on the date the Option is exercised. The Participant may elect to exercise vested Options by surrendering an amount of Common Stock already owned by the Participant equal to the aggregate Option Price. To the extent that the Common Stock is publicly traded, the Participant also may elect to make payment of the Option Price by arranging with a third party broker to sell a number of Shares otherwise deliverable to the Participant and attributable to the exercise of the Option in order to pay the aggregate exercise price of the Option and any applicable withholding and employment taxes due.

Section 6 . Withholding of Taxes . The Company shall withhold from any amounts due and payable by the Company to the Participant (or secure payment from the Participant in lieu of withholding) the amount of any federal or state withholding or other taxes, if any, due from the Company with respect to the exercise of the Option, and the Company may defer such issuance until such withholding or payment is made unless otherwise indemnified to its satisfaction with respect thereto. The Company shall have the right to: (i) make deductions from any settlement of this Option, including the delivery of Shares, or require Shares or cash, or both, be withheld from any settlement of this Option, in each case in an amount sufficient to satisfy the withholding obligation; or (ii) take such other action as may be necessary or appropriate to satisfy the withholding obligation.

Section 7 . Adjustments . If at any time while the Option is outstanding, the number of outstanding shares of Common Stock is changed by reason of a reorganization, recapitalization, stock split or any other event described in Article V of the Plan, the number and/or kind of Shares subject to the Option and/or the Option Price of such Shares shall be adjusted in accordance with the provisions of the Plan.

Section 8 . Option Not Transferable . This Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or laws of descent and distribution, and during the Participant’s life, may only be exercised by the Participant. Any attempt to effect a transfer of this Option that is not otherwise permitted by the Board of Directors, the Plan, or this Option Agreement shall be null and void.

Section 9 . No Rights as a Shareholder or to Continued Employment .

9.1 No Rights as a Shareholder . The Participant shall not have any privileges of a shareholder of the Company with respect to any Shares subject to (but not acquired upon valid exercise of) the Option, nor shall the Company have any obligation to pay any dividends or otherwise afford any rights to which Shares are entitled with respect to such Shares, until the date of the issuance to the Participant of a stock certificate evidencing such Shares.

9.2 No Right to Continued Employment . Nothing in this Option Agreement shall confer upon a Participant who is an employee of the Company any right to continue in the employ of the Company or to interfere in any way with the right of the Company to terminate the Participant’s employment at any time.

Section 10 . Incentive Stock Option Limitation . Pursuant to section 422(d) of the Code, to the extent the aggregate Fair Market Value of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under all plans of the Company exceeds $100,000, such Options shall be treated as Nonqualified Stock Options and (the Company shall designate which Options will be treated as Nonqualified Stock Options).

Section 11 . Disqualifying Disposition . If Shares acquired by exercise of the Option are disposed of within two years following the Grant Date or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Compensation Committee may reasonably require.

Section 12 . Miscellaneous Provisions .

12.1 Notices . All notices, requests and demands to or upon a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or three days after being deposited in the mail, postage prepaid or, in the case of facsimile notice, when received, addressed as follows or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

If to the Company, to the following address:

Attn: Secretary

Pacific Premier Bancorp, Inc.

17901 Von Karman Ave., Suite 1200

Irvine, CA 92614

If to the Participant, to the address or facsimile number as shown on the signature page hereto.

12.2 Amendment . This Option Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Option Agreement.

12.3 Governing Law . This Option Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware (without regard to choice of law provisions).

12.4 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.

12.5 Construction . The construction of this Option Agreement is vested in the Company’s Compensation Committee and its Board of Directors and such construction shall be final and conclusive on all persons.

Section 13 . Clawback of Shares . Notwithstanding any other provisions in the Plan or this Option Agreement, the Company may cancel any Award, require the Participant to reimburse the Company for any Award (whether previously, currently or subsequently awarded) or return any Shares the Participant received, and effect any other right of recoupment of equity or other compensation provided under the Plan or any Award in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, the Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or any Award, in accordance with the Clawback Policy. By accepting this Option, the Participant agrees to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

[ Signature Page Follows ]

IN WITNESS WHEREOF , this Option Agreement has been executed and delivered by the parties hereto.

COMPANY:	PACIFIC PREMIER BANCORP, INC.


	By:
	Name:
	Title:


PARTICIPANT:
	Name:

	Address:



	Telephone Number:

	Facsimile:

Exhibit 10.6

FORM OF
PACIFIC PREMIER BANCORP, INC.
2012 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

This Non-Qualified Stock Option Agreement (“Option Agreement”), is dated as of , 20 (the “Grant Date”), between Pacific Premier Bancorp, Inc., a Delaware corporation, and any Subsidiary (the “Company”) and (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2012 Long-Term Incentive Plan (as amended from time to time, the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

Section 1. Grant of Options . The Participant is hereby granted an option representing shares (“Shares”) of Company common stock (“Common Stock”) under the terms and conditions specified herein (the “Option”). Such Option is a Non-qualified Stock Option and is not intended to constitute an Incentive Stock Option.

Section 2. Option Price . The exercise price of the Option shall be $ per share (the “Option Price”).

Section 3. Vesting of Option .

3.1 Vesting Schedule . The Option shall vest and become exercisable based on the passage of time according to the following vesting schedule:

Number of Shares		Vesting Date(1)

No vesting shall occur on or after the date that a Participant’s employment or personal services contract with the Company terminates for any reason other than as described herein.

3.2 Accelerated Vesting . Notwithstanding Section 3.1 hereof, the Option shall become fully and immediately vested and exercisable upon: (i) the Participant’s termination without Cause or the Participant’s resignation with Good Reason, which, in either case, occurs within two years following a Change in Control, (ii) the death of the Participant, which occurs at any time while the Participant is in continuous service, as set forth in Section 8.01(b) of the Plan or (iii) the Participant’s termination due to the Disability of the Participant, as set forth in Section

(1) The Plan provides for a 3-year cliff vesting schedule unless otherwise determined by the Committee.

8.01(b) of the Plan. If the Participant’s employment is terminated for any other reason, then the unvested portion of the Participant’s Option will be forfeited at the close of business on the Participant’s termination/resignation date.

Section 9 . No Rights as a Shareholder or to Continued Employment .

Section 10 . Miscellaneous Provisions .

10.1 Notices . All notices, requests and demands to or upon a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or three days after being deposited in the mail, postage prepaid or, in the case of facsimile notice, when received, addressed as follows or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

If to the Company, to the following address:

Attn: Secretary

Pacific Premier Bancorp, Inc.

17901 Von Karman Ave., Suite 1200

Irvine, CA 92614

If to the Participant, to the address or facsimile number as shown on the signature page hereto.

10.2 Amendment . This Option Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Option Agreement.

10.3 Governing Law . This Option Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware (without regard to choice of law provisions).

10.4 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.

10.5 Construction . The construction of this Option Agreement is vested in the Company’s Compensation Committee and its Board of Directors and such construction shall be final and conclusive on all persons.

Section 11 . Clawback of Shares . Notwithstanding any other provisions in the Plan or this Option Agreement, the Company may cancel any Award, require the Participant to reimburse the Company for any Award (whether previously, currently or subsequently awarded) or return any Shares the Participant received, and effect any other right of recoupment of equity or other compensation provided under the Plan or any Award in accordance with any Company policies that may be adopted and/or modified from time to time (“Clawback Policy”). In addition, the Participant may be required to repay to the Company previously paid compensation, whether provided pursuant to the Plan or any Award, in accordance with the Clawback Policy. By accepting this Option, the Participant agrees to be bound by the Clawback Policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion (including, without limitation, to comply with applicable law or stock exchange listing requirements).

IN WITNESS WHEREOF , this Option Agreement has been executed and delivered by the parties hereto.

COMPANY:	PACIFIC PREMIER BANCORP, INC.


	By:
	Name:
	Title:


PARTICIPANT:
	Name:

	Address:



	Telephone Number:

	Facsimile:

Exhibit 99.1

Pacific Premier Bancorp Announces Enhancements

to Executive Compensation and Corporate Governance Policies

Irvine, Calif., November 16, 2017 — Pacific Premier Bancorp, Inc. (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank, announced today that its Board of Directors approved and directed the implementation of several important enhancements to the Company’s corporate governance and executive compensation policies. These enhancements are designed to expand the rights of the Company’s shareholders, to maintain the alignment of interests between the named executive officers (“NEOs”) and the Company’s stockholders, and to further strengthen the link between the compensation of NEOs and Company performance.

Steven R. Gardner, Chairman, President and Chief Executive Officer of the Company, commented, “These enhancements are the result of an extensive review of evolving corporate governance and executive compensation practices, as well as feedback we have gathered through discussions with various stockholders, institutional investors and professional advisors. We are committed to maintaining sound corporate governance principles and ensuring that our executives’ interests remain aligned with our shareholders’ interests as we continue to execute on our strategic plan, and believe that these enhancements are evidence of that commitment.”

Enhancements to Corporate Governance

The Board approved amendments to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and Amended and Restated Bylaws (the “Bylaws”) to expand certain shareholder rights, including:

· Permitting shareholders holding at least 10% of the Company’s outstanding common stock to call a special meeting of stockholders;

· Allowing stockholders to act by written consent; and

· Changing the required vote of stockholders needed to amend the Certificate of Incorporation and the Bylaws from a supermajority vote to a simple majority vote.

The amendments to the Company’s Certificate will be presented to the Company’s stockholders for approval at the 2018 Annual Meeting of Stockholders. The amendment to the Bylaws will be effective immediately upon, and subject to, stockholder approval of the amendment to the Certificate.

The Board also approved an amendment to the Company’s Share Ownership and Insider Trading and Disclosure Policy to require that the Company’s Chief Executive Officer (the “CEO”) own an amount of the Company’s common stock valued at five times his base salary, and that each of the Company’s other NEOs own an amount of the Company’s common stock valued at three times their base salary. The Company’s CEO is already subject to, and compliant with, the ownership requirement. The other NEOs and any new NEO must satisfy the ownership requirement within five years of the later of November 15, 2017, or the date of their appointment to the applicable position.

Enhancements to Executive Compensation

The enhancements made to the Company’s executive compensation policies are summarized below and will apply to equity and other incentive awards commencing January 1, 2018:

· Increasing the percentage of performance-based incentive equity compensation from 25% to 50% of equity incentive award grants;

· Employing a relative total shareholder return performance metric for performance-based restricted stock unit awards;

· Removing the retroactive feature in the Company’s restricted stock unit award agreement and providing for a three-year average performance target rather than an annual target for each separate year;

· Requiring certain future equity incentive awards to include “double-trigger” rather than “single-trigger” accelerated vesting in connection with a change of control; and

· Implementing a clawback policy that provides for the recoupment of certain types of NEO and other senior executive incentive compensation in the event that the incentive compensation was predicated on financial results, performance goals or metrics that were augmented or materially inaccurate as a result of intentional fraud or criminal misconduct.

Additional details on the enhancements to the Company’s corporate governance and executive compensation policies can be found in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2017, which can be accessed at www.sec.gov or on the SEC Filings page of the Company’s investor relations website.

About Pacific Premier Bancorp, Inc.

Pacific Premier Bancorp is the holding company for Pacific Premier Bank, one of the largest banks headquartered in Southern California with approximately $7.8 billion in assets. Pacific Premier Bank is a business bank primarily focused on serving small and middle market businesses in the counties of Orange, Los Angeles, Riverside, San Bernardino, San Diego, San Luis Obispo and Santa Barbara, California as well as Clark County, Nevada. Through its 33 depository branches, Pacific Premier Bank offers a diverse range of lending products including commercial, commercial real estate, construction, and SBA loans, as well as specialty banking products for homeowners associations and franchise lending nationwide.

Forward-Looking Statements

The statements contained herein that are not historical facts are forward-looking statements based on management’s current expectations and beliefs concerning future developments and their potential effects on the Company including, without limitation, statements regarding the Company’s growth, management of growth related expense and the impact of acquisitions. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. These risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including

interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services policies, laws and regulations (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and of governmental efforts to restructure the U.S. financial regulatory system; technological changes; the effect of acquisitions that the Company may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from its acquisitions; changes in the level of the Company’s nonperforming assets and charge-offs; any oversupply of inventory and deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; possible other-than-temporary impairment of securities held by us; changes in consumer spending, borrowing and savings habits; the effects of the Company’s lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of our borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company’s ability to manage the risks involved in the foregoing. Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2016 Annual Report on Form 10-K of Pacific Premier Bancorp, Inc. filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).

The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

###

Contact:

Pacific Premier Bancorp, Inc.

Steven R. Gardner

Chairman, President and Chief Executive Officer

949-864-8000

Ronald J. Nicolas, Jr.
Senior Executive Vice President & CFO

949-864-8000