Exhibit 10.1

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”), dated as of March 24, 2016, is entered into by and among Banc of California, Inc., a Maryland corporation (the “ Company ”), Banc of California, N.A., a national banking association (the “ Bank ”), and Steven A. Sugarman (the “ Executive ”).

WHEREAS, the Company and the Executive previously entered into that certain Employment Agreement, dated as of August 21, 2012 (the “ Prior Agreement ”); and

WHEREAS, the Company and the Executive desire to enter into this Agreement in order to amend, restate, and supersede the Prior Agreement and thereby reflect the revised terms of employment to which the parties hereto now wish to agree.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the Company and the Executive hereby agree as follows:

1. Effective Date . The “ Effective Date ” shall mean the date hereof.

2. Employment Period . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on April 1, 2019 (the “ Employment Period ”); provided , however , that, commencing on April 1, 2017, and on each anniversary of such date (such date and each annual anniversary thereof, a “ Renewal Date ”), unless previously terminated, the Employment Period shall automatically be extended so as to terminate three years from such Renewal Date, unless, at least 60 days prior to a Renewal Date, the Company shall give notice to the Executive that the Employment Period shall not be so extended. The Employment Period shall automatically terminate upon any termination of the Executive’s employment with the Company.

3. Terms of Employment .

(a) Position and Duties .

(i) During the Employment Period, the Executive shall serve as Chairman of the Board, and President and Chief Executive Officer of the Company and the Bank, with such duties and responsibilities as are customarily assigned to such positions. The Executive shall serve on the Board and the board of directors of the Bank (the “ Bank Board ”) and as Chairman of the Strategy and Executive Committee of the Board during the Employment Period, in each case, without compensation for his service as a director. During the Employment Period, the Executive shall be provided with an office at the Company’s corporate headquarters and Beverly Hills, California (or another mutually agreed location).

(ii) During the Employment Period, and excluding any periods of FTO (as defined below) of which the Executive avails himself under this Agreement, the Executive shall be employed by the Company on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the

Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of this Agreement for the Executive to, either for free or for personal compensation, (A) serve on corporate, civic, or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements, or teach at educational institutions, (C) manage personal investments and personal investment companies, (D) attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company in accordance with this Agreement, and (E) subject to his fiduciary duties as an officer and director of the Company, serve as an officer and/or director, of the entities previously disclosed to the Board and other related companies and similar private equity or portfolio companies.

(b) Compensation .

(i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“ Annual Base Salary ”) at a rate of not less than $800,000 payable in accordance with the Company’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Compensation Committee of the Board (the “ Compensation Committee ”) pursuant to normal performance review policies. The Annual Base Salary shall not be reduced after any increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus . With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“ Annual Bonus ”) in the form of an award under the Company’s 2013 Omnibus Stock Incentive Plan (the “ Plan ”) (or its successor) based on the attainment of performance objectives determined and established by the Compensation Committee, with an annual target bonus of 100% of the Annual Base Salary (the “ Target Bonus ”), prorated for any partial year. The actual Annual Bonus, which could be higher or lower than the Target Bonus, shall be paid in accordance with customary practice in cash or in equity awards with respect to shares of Company common stock (including restrictive covenants) that are substantially consistent with the terms of equity awards granted under the Plan to employees of the Company in the ordinary course of business consistent with past practice, as determined by the Compensation Committee in its discretion; provided , however , that no more than 50% of the actual Annual Bonus for any year shall be paid in the form of equity awards.

(iii) Equity Awards . During the Employment Period, the Executive shall be eligible to participate in the Company’s equity compensation plans as may be in effect from time to time on a basis that is no less favorable than those generally applicable to other senior executives of the Company.

(iv) Clawback . For three years following the grant of any equity payments or other equity compensation, all equity payments or other equity compensation provided to the Executive under this Agreement shall be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, or stock exchange listing requirement (or any policy of the Company adopted pursuant to any such law, government regulation, order, or stock exchange listing requirement) or by agreement with, or consent of, the Executive.

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(v) Flexible Time Off . The Executive shall be entitled to take off as much time as needed or as appropriate (“ FTO ”), consistent with his professional responsibilities and business needs; provided that the Executive is meeting his work responsibilities; and provided , further , that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. The Executive will receive his usual base salary during approved FTO unless the Executive is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA, or other extended leave). Because FTO is not an accrued benefit, the Executive will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

(vi) Other Employee Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in all benefits under all plans, practices, policies, and programs provided by the Company on a basis that is no less favorable than those generally applicable or made available to executives of the Company. The Executive shall be eligible for participation in fringe benefits and perquisite plans, practices, policies, and programs (including, without limitation, expense reimbursement plans, practices, policies, and programs, as well as retirement and supplemental executive disability and life insurance benefits) on a basis that is no less favorable than those generally applicable or made available to executives of the Company; provided that business travel, meal expenses, and business accommodations shall be in the Executive’s reasonable discretion and shall include premium air travel.

(vii) Beneficiaries . From time to time, by signing a form furnished by the Company, the Executive may designate any legal or natural person or persons (who may be designated contingently or successively) to whom to transfer any outstanding equity awards held by the Executive at the time of his death. If the Executive fails to designate a beneficiary as provided above, or if the designated beneficiary dies before the Executive or before complete payment or settlement of the outstanding equity awards, the outstanding equity awards held by the Executive shall be transferred to the Executive’s estate. For purposes of this Agreement, the term “ designated beneficiary ” means the person or persons designated by the Executive as his beneficiary in the last effective beneficiary designation form filed with the Company, or if the Executive has failed to designate a beneficiary, the Executive’s estate.

4. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Executive (the “ Disability Effective Date ”); provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “ Disability ” shall mean the absence of the Executive from the Executive’s duties with the Company on a full-time basis for 90 consecutive days, or a total of 180 days in any 12-

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month period, as a result of incapacity due to mental or physical illness that is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . The Company may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean:

(i) the Executive is convicted of, or pleads guilty or nolo contendere to a charge of commission of a felony involving moral turpitude or securities or banking laws;

(ii) the Executive has engaged in willful gross neglect or willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or material reputational harm to the Company;

(iii) the Executive is subject to an action taken by a regulatory body or a self-regulatory organization that materially impairs or prevents the Executive from performing his duties with the Company that are required under this Agreement; or

(iv) the Executive willfully breaches any material provision of this Agreement.

For purposes of this Section 4(b), no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board, Bank Board, or upon the instructions of the Board, the Bank Board, or the lead independent director of the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. To invoke a termination with Cause on any of the grounds enumerated under Section 4(b)(ii) or Section 4(b)(iv), the Company must provide written notice to the Executive of the existence of such grounds within 30 days following the Company’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30 days following receipt of such written notice during which he may remedy the ground if such ground is reasonably subject to cure.

(c) Good Reason . The Executive’s employment may be terminated by the Executive with Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean, in the absence of a written consent of the Executive, any of the following:

(i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties, or responsibilities as contemplated by Section 3(a), any failure to continue the Executive in any of the positions contemplated by Section 3(a), or any other action by the Company that results in a material diminution in such positions or the Executive’s authority, duties or responsibilities;

(ii) any material breach of any of the provisions of Section 3(b);

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(iii) any requirement by the Company that the Executive’s services be rendered primarily at a location or locations other than Santa Monica, Los Angeles, Beverly Hills or Irvine, California; or

(iv) any failure by the Company to comply with Section 9(c).

To invoke a termination with Good Reason, the Executive shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (i) through (iv) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions and the Company shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure. If the Company fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of the Code), must occur, if at all, within 180 days following such Cure Period in order for such termination as a result of such condition to constitute a termination with Good Reason.

(d) Without Good Reason . The Executive’s employment may be terminated by the Executive without Good Reason at any time upon 60 days’ prior written notice to Employer. Given the importance of the Executive’s position with Employer, the Executive’s access to and use of confidential information, and the irreparable harm that the Executive’s departure would likely cause to Employer, its customer relationships, and its business opportunities, the Executive agrees that, during the period (the “ Notice Period ”) commencing on the date on which Employer receives notice of the Executive’s termination of his employment without Good Reason (the “ Notice Date ”) and ending on the earlier of (i) 60 days following the Notice Date and (ii) such earlier date as designated by Employer, the Executive shall remain an employee of Employer and shall not be free to begin an employment relationship with another entity, absent Employer’s authorized written consent. During the Notice Period, Employer shall continue to pay the Executive a base salary in accordance with its regular salary practices and the Executive shall be entitled to participate in Employer’s benefit plans to the extent permitted by such plans and applicable law. During the Notice Period, Employer reserves the right to (A) change or remove any of the Executive’s duties, (B) require the Executive to remain away from Employer’s premises, and/or (C) take such other action as determined by Employer to aid and assist in the transition process associated with the Executive’s departure. During the Notice Period, the Executive shall continue to act in a manner consistent with this Agreement and his duty of loyalty to Employer. Employer may waive or terminate the Notice Period at any time and for any reason or for no reason, in which case the Date of Termination (as defined below) shall be the date on which Employer notifies the Executive of such waiver or termination.

(e) Notice of Termination . Any termination by the Company with Cause, or by the Executive with or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b). For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date

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(which date shall be not more than 30 days after the giving of such notice in the case of a termination with Cause or with Good Reason). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause, as applicable, shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

(f) Date of Termination . For purposes of this Agreement, “ Date of Termination ” means (i) if the Executive’s employment is terminated by the Company with Cause, or by the Executive with Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by the Company without Cause, the Date of Termination shall be the date on which the Company notifies the Executive of such termination, (iii) if the Executive’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive’s employment is terminated without Good Reason, the Date of Termination shall be the earlier of 60 days following the Notice Date and such earlier date as designated by Employer.

5. Obligations of the Company upon Termination .

(a) Good Reason; Other Than for Cause, Death, or Disability . If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, death, or Disability, or the Executive shall terminate employment with Good Reason:

(i) The Company shall pay to the Executive the aggregate of the following amounts:

(A) to the extent not previously paid, in a lump sum in cash within 30 days after the Date of Termination, the sum of (1) the Executive’s accrued Annual Base Salary and any accrued vacation pay through the Date of Termination, (2) the Executive’s business expenses that have not been reimbursed by the Company as of the Date of Termination that were incurred by the Executive prior to the Date of Termination in accordance with the applicable Company policy, and (3) the Executive’s Annual Bonus earned for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs to the extent such bonus has been determined but not paid as of the Date of Termination (the sum of the amounts described in clauses (1) through (3), the “ Accrued Obligations ”); and

(B) to the extent not previously paid, no later than March 15 of the year following the year in which the Date of Termination occurs, subject to the achievement of any applicable performance goals required in order for the bonus to be deductible by reason of qualifying for the “performance-based” compensation exception of Section 162(m) of the

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Code, the product of (1) the Target Bonus and (2) a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination, and the denominator of which is 365 (the “ Pro Rata Bonus ”); and

(ii) The Company shall pay to the Executive an amount equal to the product of (A) three and (B) the sum of (1) the Executive’s Annual Base Salary and (2) the Executive’s Target Bonus; provided , that the applicable amount payable pursuant to this clause (ii) shall be payable in equal installments over the 24-month period immediately following the last day of the Executive’s employment by the Company in accordance with the Company’s normal payroll policies; and provided, further, that, if a termination of the Executive’s employment described in this Section 5(a) occurs within two years following a Change of Control that constitutes a “change in control event” within the meaning of Section 409A of the Code, $1,082,500 of the amount payable pursuant to this clause (ii) shall be paid in equal installments over such 24-month period and the amount in excess of $1,082,500 shall be paid in a lump sum on the 55th day following the Date of Termination.

(iii) Any equity-based awards granted to the Executive shall vest and become free of restrictions immediately, and any stock options or stock appreciation rights granted to the Executive shall be exercisable for the remainder of their term, without regard to any provisions relating to earlier termination of the stock options or stock appreciation rights based on termination of employment (the “ Equity Benefits ”);

(iv) For the three-year period following the Date of Termination, the Company shall continue to provide medical and dental benefits to the Executive and his eligible dependents as if the Executive remained an active employee of the Company (collectively “ Welfare Benefits ”); and

(v) To the extent not theretofore paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy, or practice or contract or agreement of the Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “ Other Benefits ”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling, or under common control with the Company.

(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits, and (v) the Equity Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, on the date specified in Section 5(a)(i). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(b) shall include death benefits for which the Company pays as in effect on the date of the Executive’s death and the continued provision of the Welfare Benefits.

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(c) Disability . If the Executive’s employment is terminated by the Company by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits, and (v) the Equity Benefits. Accrued Obligations shall be paid to the Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive or his estate or beneficiary, as applicable, on the date specified in Section 5(a)(i). With respect to the provision of Other Benefits, the term Other Benefits as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability and the continued provision of Welfare Benefits.

(d) Cause; Without Good Reason . If the Executive’s employment shall be terminated by the Company with Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Accrued Obligations through the Date of Termination and (ii) Other Benefits, in each case, to the extent theretofore unpaid. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

(e) Release . Any amounts payable by the Company to the Executive pursuant to Section 5(a)(ii), 5(a)(iii), or 5(a)(iv) shall be subject to and conditioned upon the Executive (or his legal representative) signing and delivering to the Company a general release and waiver (in the form attached as Exhibit B ) within the time period set forth therein (and not revoking such release), and the first payment pursuant to Section 5(a)(ii) shall be made on the 55th day following the Date of Termination (the “ Initial Payment Date ”), with any payments that would have otherwise been made during the period between the Date of Termination and the Initial Payment Date to be paid in a lump sum on the Initial Payment Date.

6. No Setoff; No Mitigation; Legal Fees . The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that the Company may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, such amounts shall not be reduced whether or not the Executive obtains other employment. The Company agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by the Company, any affiliates, or their respective predecessors, successors, or assigns, the Executive, his estate, beneficiaries, or their respective successors and assigns of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided that the Executive prevails on at least one material claim.

7. Section 280G .

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(a) Certain Reductions in Payments . Notwithstanding anything in this Agreement to the contrary, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of Reduced Amount (as defined below). If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount.

(b) Calculation of the Reduced Amount . If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company or one of its subsidiaries shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Company in writing of his election within ten days of his receipt of notice. If no such election is made by the Executive within such ten-day period, the Company shall reduce the Agreement Payments in the following order: (i) by reducing benefits payable pursuant to Section 5(a)(i)(B) and then (ii) by reducing amounts payable pursuant to Section 5(a)(ii). All determinations made by the Accounting Firm under this Section 7 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination (or, if the Executive’s employment with the Company has not terminated, within 60 days of the applicable change of control for purposes of Section 280G of the Code). In connection with making determinations under this Section 7, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any noncompetition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions.

(c) Underpayments; Overpayments . As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “ Overpayment ”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “ Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder. If the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. If the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred,

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any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(d) Expenses . All fees and expenses of the Accounting Firm in implementing the provisions of this Section 7 shall be borne by the Company.

(e) Definitions . The following terms shall have the following meanings for purposes of this Section 7.

(i) “ Accounting Firm ” shall mean a nationally recognized certified public accounting firm that is mutually agreed to by the Company and the Executive for purposes of making the applicable determinations hereunder, which firm shall not be a firm serving as accountant or auditor for the individual, entity, or group effecting the Change of Control;

(ii) “ Agreement Payment ” shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section 7);

(iii) “ Net After-Tax Receipt ” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s);

(iv) A “ Payment ” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise;

(v) “ Present Value ” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code; and

(vi) “ Reduced Amount ” shall mean the amount of Agreement Payments that (A) has a Present Value that is less than the Present Value of all Agreement Payments and (B) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Agreement Payments were any other amount that is less than the Present Value of all Agreement Payments.

8. Confidential Information; Nonsolicitation of Employees .

(a) Confidential Information . The Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge, or data relating to the Company or any of its affiliated companies, and their respective businesses, which shall

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have been obtained by the Executive during the Executive’s employment with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge, or data to anyone other than the Company and those designated by it or as may be required by applicable law, court order, a regulatory body, or arbitrator or other mediator.

(b) Nonsolicitation of Employees . During the period beginning on the date hereof and ending upon the second anniversary following the Date of Termination, but without limitation to any of the Executive’s other duties or obligations to the Company or any of its affiliated companies, the Executive shall not, without the prior written consent of the Company, directly or indirectly, solicit or encourage any person to leave his or her employment with the Company or the Bank or any of their subsidiaries or assist in any way with the hiring of (i) any Company or Bank employee (or any employee of any of their subsidiaries) by any other business (a “ Relevant Person ”), or (ii) any person who was a Relevant Person at any time during the 12-month period preceding such hiring or solicitation unless such Relevant Person was terminated by the Company without “cause” or term of similar import or by the Relevant Person resigned with “good reason” or term of similar import, in which case the Executive may solicit, encourage, or assist with the hiring of such person immediately following such termination. Notwithstanding the foregoing, it shall not be a violation of this Section 8(b) for the Executive (A) to advertise to hire so long as such advertisement is not expressly targeted at Relevant Persons or (B) to solicit or hire the Executive’s executive assistant(s).

(c) Remedies . The obligations of the Company to make the severance payments to the Executive under Section 5 shall be conditioned upon and subject to the Executive’s compliance with all of the terms of this Section 8 and the release described in Section 5(e). Notwithstanding the foregoing sentence, the Executive acknowledges that the Company would be irreparably injured by any violation of this Agreement, including this Section 8, and the Executive hereby acknowledges and agrees that, in addition to any other remedies available to it for any breach or threatened breach of this Agreement, including this Section 8, the Company shall be entitled, without posting any bond or proof of damages, to a preliminary or permanent injunction, restraining order, and/or other equitable or specific performance based relief, restraining the Executive from any actual or threatened breach of this Agreement, including this Section 8.

9. Successors .

(a) Assignment; Executive’s Successors . This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs, or legatees.

(b) Company’s Successors . This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

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(c) Corporate Transaction . The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, the “ Company ” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid that assumes and agrees to perform this Agreement by operation of law, or otherwise.

10. Miscellaneous .

(a) Governing Law; Amendment . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. If, under any such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation, or ordinance, such portion shall be deemed to be modified or altered to conform thereto. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) Notices . All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) Severability . The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Withholding . The Company may withhold from any amounts payable under this Agreement such federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) Survival . Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

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(f) Regulatory Requirements . Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Board or Board of Directors of the Bank to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification, or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(g) Section 409A . If the Executive determines, in good faith, that any compensation or benefits provided by this Agreement may result in the application of Section 409A of the Code, the Executive shall provide written notice thereof (describing in reasonable detail the basis therefor) to the Company, and the Company shall, in consultation with the Executive, modify the Agreement in the least restrictive manner necessary in order to exclude such compensation from the definition of “deferred compensation” within the meaning of Section 409A of the Code or in order to comply with the provisions of Section 409A of the Code, other applicable provision(s) of the Code and/or any rules, regulations, or other regulatory guidance issued under such statutory provisions and without any diminution in the value of the payments to the Executive. Any payments that, under the terms of this Agreement, qualify for the “short-term” deferral exception under Treasury Regulations § 1.409A-1(b)(4), the “separation pay” exception under Treasury Regulations § 1.409A-1(b)(9)(iii), or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties, and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day following the Executive’s separation from service ( provided that any accrued installments that would otherwise be payable during that six-month period are paid at the end of such period) or (ii) the Executive’s death. In no event shall the Date of Termination be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, the Company makes no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A of the Code.

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(h) Entire Agreement . This Agreement, together with that certain letter agreement, dated as of even date herewith, by and between the Company and the Executive, shall constitute the entire agreement among the Company, the Bank, and the Executive with respect to the subject matter hereof, and shall supersede any prior understandings, agreements, or representations by or between the parties, whether written or oral (including, without limitation, the Prior Agreement).

(Signature Page Follows)

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from its Board of Directors, the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

[ Signature Page to Sugarman A&R Employment Agreement ]

EXHIBIT A

DEFINITION OF CHANGE OF CONTROL

For the purposes of this Agreement “ Change of Control ” means:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of the Company (the “ Outstanding Company Common Stock ”) or (ii) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “ Outstanding Company Voting Securities ”); provided , however , that, for purposes of this definition, the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any company affiliated with the Company, or (D) any acquisition pursuant to a transaction that complies with clauses (c)(i), (c)(ii), and (c)(iii) below;

(b) Individuals who, as of the Effective Date, constitute the Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) Consummation of a reorganization, merger, statutory share exchange, or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “ Business Combination ”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets, either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 30% or

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more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

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EXHIBIT B

GENERAL RELEASE

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IN WITNESS WHEREOF, the undersigned parties have executed this General Release.

EXECUTIVE

Voluntarily Agreed to and Accepted this

         day of                      20         

[ Signature Page to Release ]

Exhibit 10.2

Banc of California, Inc.

18500 Von Karman Avenue, Suite 1100

Irvine, California 92612

March 24, 2016

Steven A. Sugarman

c/o Banc of California, Inc.

18500 Von Karman Avenue, Suite 1100

Irvine, California 92612

Re: Waiver of Anti-dilution Right; Certain Awards

Dear Mr. Sugarman:

Reference is made to (a) that certain Stock Appreciation Right Grant Agreement, dated as of August 21, 2012 and amended as of December 13, 2013, May 23, 2014, and March 2, 2016 (the “ SAR Agreement ”), by and between you and Banc of California, Inc., a Maryland corporation (the “ Company ”), which, among other things, provides for the issuance of additional stock appreciation rights to you upon the occurrence of certain issuances of Company common stock, par value $0.01 per share (“ Common Stock ”), by the Company; (b) that certain letter agreement, dated as of May 23, 2014, by and between you and the Company (the “ SAR Letter ”); and (c) that certain Amended and Restated Employment Agreement, dated as of even date herewith (the “ Employment Agreement ”), by and among you, the Company, and Banc of California, N.A., a national banking association. Capitalized terms used but not otherwise defined in this letter agreement (this “ Letter Agreement ”) shall have the meanings given to such terms in the SAR Agreement.

In consideration of the mutual agreements, provisions, and covenants contained in this Letter Agreement, the Company and you hereby agree as follows:

been achieved, grant to you, in consideration for your relinquishment of your rights under Section 6(a) of the SAR Agreement, an award of restricted shares of Common Stock on the terms and subject to the conditions set forth in the award agreement attached hereto as Exhibit A , with the number of restricted shares to equal the quotient of $5,000,000 divided by the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date of grant.

[ Signature Page Follows ]

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Please confirm your agreement to the foregoing by executing this Letter Agreement as indicated below.

Acknowledged and Agreed:

[ Signature Page to Sugarman SAR Agreement Waiver Letter ]

EXHIBIT A

FORM OF RESTRICTED STOCK AWARD AGREEMENT

BANC OF CALIFORNIA, INC.

2013 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the “ Agreement ”) on [    ], 2016 by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “ Company ”), to Steven A. Sugarman (the “ Grantee ”), in accordance with the following terms and conditions:

1. Share Award . The Company hereby awards to the Grantee [    ] Shares of restricted Common Stock pursuant to the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “ Plan ”), and upon the terms and conditions and subject to the restrictions in the Plan and as hereinafter set forth (the “ Restricted Stock ”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used herein that are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in Section 3, Section 8, or Section 13 of this Agreement, during the period commencing on the date of this Agreement and terminating on the fifth anniversary of the date of this Agreement (the “ Restricted Period ”), Shares with respect to which the Restricted Period has not lapsed may not, subject to Section 13, be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by the Grantee. Shares that have become nonforfeitable hereunder prior to the end of the Restricted Period shall sometimes be referred to herein as “ Vested .” Except as otherwise provided in Section 3 or Section 8 of this Agreement, provided that the Grantee is then serving as a director, officer, employee, or consultant of the Company or any Subsidiary or Affiliate, the Shares shall become Vested on March 24, 2017 (the “ Vesting Date ”).

3. Termination of Employment . Upon the Grantee’s Termination of Employment by the Company for Cause or by the Grantee without Good Reason (each as defined in that certain Amended and Restated Employment Agreement, dated as of March 24, 2016, by and among the Company, Banc of California, N.A., a national banking association, and the Grantee (the “ Employment Agreement ”)) prior to the Vesting Date, all Shares of Restricted Stock shall be immediately forfeited. Upon the Grantee’s Termination of Employment by the Company without Cause or by the Grantee with Good Reason, any Shares of Restricted Stock that are not yet Vested shall become fully Vested as of such date, and the Restricted Period shall continue to apply to all Shares of Restricted Stock that are Vested as set forth in Section 2. Upon the Grantee’s Termination of Employment due to the Grantee’s death or Disability, any Shares of Restricted Stock that are not yet Vested shall become fully Vested and the Restricted Period shall lapse as of the date of such Termination of Employment with respect to all Shares of Restricted Stock.

4. Issuance of the Shares . Promptly after the date of this Agreement, the Company shall recognize the Grantee’s ownership of the Shares through (a) a crediting of the Shares to a book-entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Grantee, with appropriate electronic notation of the restrictions on transfer provided herein, or another similar method, or (b) the issuance of a certificate representing the

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Shares in the name of the Grantee, bearing the appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan and an Award Agreement. Copies of such Plan and Award Agreement are on file at the offices of Banc of California, Inc., 18500 Von Karman Ave., Suite 1100, Irvine California 92612.”

The Grantee agrees that simultaneously with the execution of this Agreement, the Grantee shall execute a stock power in the Company’s customary form and that the Grantee shall promptly deliver such stock power to the Company. The Grantee further agrees to execute and deliver any and all additional stock powers and/or other instruments as the Company from time to time requests as it may, in its judgment, deem to be advisable to fulfill the purposes of this Agreement.

5. Grantee’s Rights . Subject to all limitations provided in this Agreement, the Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a stockholder, including, but not limited to, the right to receive all ordinary dividends and other ordinary distributions paid on the Shares and the right to vote such Shares. If any such dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions then applicable to the Shares with respect to which they were paid.

6. Lapse of Restricted Period . Upon the lapse of the Restricted Period, the Company shall release such Shares to the Grantee (a) by appropriate transfer to an unrestricted book-entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Grantee (or, if the Grantee is deceased, to the Grantee’s legal representative) or by other appropriate electronic notation of the lapse or expiration of the Restricted Period with respect to such Shares, (b) by delivering to the Grantee (or, if the Grantee is deceased, to the Grantee’s legal representative) a certificate issued in respect of such Shares (without any legend contemplated by Section 4), or (c) by any other means deemed appropriate by the Company.

7. Adjustments . In the event of a Corporate Transaction or Share Change, the Restricted Stock shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

8. Effect of Change in Control . Upon the occurrence of a Change in Control prior to the Grantee’s Termination of Employment, the Restricted Stock shall be treated in accordance with Section 10 of the Plan (it being understood that the Restricted Period is a “restriction” within the meaning of Sections 10(b) and 10(d) of the Plan); provided that, for purposes of such Section 10, “Good Reason” shall have the meaning set forth in the Employment Agreement.

9. Delivery and Registration of Shares . The Company shall not be required to deliver any Shares hereunder prior to (a) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (b) any registration or other qualification of

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such Shares under any state or federal law, rule, or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable, and (c) obtaining any other consent, approval, or permit from any state or federal government agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

10. Plan and Plan Interpretations as Controlling . The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations made in the discretion of the Committee shall be binding and conclusive upon the Grantee or the Grantee’s legal representatives with regard to any question arising hereunder or under the Plan.

11. Clawback . All Shares of Restricted Stock granted pursuant to this Agreement shall be subject to any clawback, recoupment, or forfeiture provisions (a) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (b) set forth in any policies adopted or maintained by the Company or any of its Subsidiaries or Affiliates as in effect from time to time.

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

13. Withholding Tax . Upon Shares becoming Vested, the Grantee may elect to satisfy any applicable withholding and employment taxes by requiring the Company to withhold from any payment or distribution made hereunder sufficient Shares to cover any applicable withholding and employment taxes, or by remitting to the Company an amount in cash sufficient to satisfy such taxes. The Company shall deduct from all dividends paid with respect to Shares the amount of any taxes that the Company is required to withhold with respect to such dividend payments.

14. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 18500 Von Karman Avenue, Suite 900, Irvine, California 92612. Any notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time; provided that written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

15. Severability . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

16. Governing Law; Headings . This Agreement and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

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17. Amendment . This Agreement may be amended or modified by the Committee at any time; provided that no amendment or modification that materially impairs the rights of the Grantee as provided by this Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an amendment made to cause the terms of this Agreement or the Restricted Stock granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards, or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

[ Signature page follows ]

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

Exhibit 10.3

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of March 24, 2016 by and between Banc of California, Inc., a Maryland corporation (the “ Company ” and, together with its subsidiaries and affiliates, including Banc of California, N.A. (the “ Bank ”), “ Employer ”), and James J. McKinney (“ Employee ”).

WHEREAS, Employer and Employee are parties to that certain Employment Agreement dated effective as of July 29, 2015 pursuant to which Employee became employed, initially, as Chief Accounting Officer of the Company and the Bank (the “ Prior Agreement ”);

WHEREAS, Employee was thereafter appointed to serve as the Chief Financial Officer of the Company and the Bank, effective as of November 15, 2015; and

WHEREAS, Employer now desires to employ Employee, and Employee now desires to be employed by Employer, upon the terms and subject to the conditions set forth herein, which terms and conditions shall supersede and replace the Prior Agreement effective as of the Commencement Date, as defined below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:

1. Employment . Employer hereby agrees to employ Employee, and Employee hereby accepts employment with Employer upon the terms and conditions herein set forth.

2. Term . The term of employment under this Agreement shall begin on April 1, 2016 (the “ Commencement Date ”) and shall expire on April 1, 2018 (the “ Term End Date ”), unless terminated sooner as hereinafter provided or unless extended as provided in the next sentence. Commencing on the Term End Date, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “ Renewal Date ”), unless previously terminated, the term of this Agreement shall be extended for one additional year, unless either party notifies the other party at least ninety (90) days prior to the applicable Renewal Date that the term shall not be so extended. Reference herein to the term hereunder shall refer to both the initial term and any extended term hereunder.

3. Duties . During the term of this Agreement:

4. Compensation . During the term of this Agreement:

All such payments, and any other compensation provided by Employer to Employee, whether under this Agreement or otherwise, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or consent of, Employee.

5. Automobile and Other Expenses . During the term of this Agreement, Employer shall lease and allow Employee use of, one (1) new-condition Chevy Volt or such other automobile as determined in the discretion of the Company (the “ Automobile ”). Employee shall be solely responsible for all fuel, maintenance and other similar charges associated with Employee’s personal non-business use of the Automobile. Employee shall obtain and constantly maintain in good standing, at Employer’s expense, a comprehensive automobile liability policy in a form reasonably acceptable to Employer (the “ Policy ”). Employee shall cause the insurance provider of the Policy to list Employer as an additional insured and Employee shall provide Employer with a certificate evidencing the Policy. Any damage or liability caused or associated with Employee’s use of the Automobile shall be the sole responsibility of Employee. At the

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conclusion of the term of this Agreement or the expiration of the lease of the Automobile, whichever occurs first, Employee shall promptly return the Automobile to Employer in good condition, normal wear and tear excepted. Employee shall be reimbursed for other expenses incurred in connection with Employer’s business in accordance with Employer’s expense reimbursement policy for senior executives.

6. Benefits . Employee shall be entitled to participate in such life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved from time to time by Employer for the benefit of its executive employees.

7. Flexible Time Off . Employee shall be entitled to take off as much time as needed or as appropriate (“ FTO ”), consistent with his professional responsibilities and business needs; provided that Employee is meeting his work responsibilities; and provided , further , that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. Employee will receive his usual base salary during approved FTO unless Employee is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA or other extended leave). Because FTO is not an accrued benefit, Employee will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

8. Termination .

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9. Severance Benefits .

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10. Nonsolicitation .

11. Nondisclosure of Confidential Information . Employee acknowledges that Employer and its affiliates may disclose confidential information to Employee during the term of this Agreement to enable him to perform his duties hereunder. Employee hereby covenants and

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agrees that, except as required by law, regulatory directive or judicial order, he will not, without the prior written consent of Employer, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of Employer or any of its affiliates. For purposes of this Agreement, “ confidential information ” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, financial information of Employer or any of its affiliates, plans, or any other information of whatever nature in the possession or control of Employer which has not been published or disclosed to the general public, or which gives to Employer or any of its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. Employee further agrees that if his employment hereunder is terminated for any reason, he will leave with Employer and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature containing secret or confidential information of Employer or any of its affiliates. The foregoing covenants will not prohibit Employee from disclosing confidential or other information to other employees of Employer or to third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement.

12. Intellectual Property . Employee agrees promptly to reduce to writing and to disclose and assign, and hereby does assign, to Employer, its subsidiaries, successors, assigns and nominees, all inventions, discoveries, improvements, copyrightable material, trademarks, programs, computer software and ideas concerning the same, capable of use in connection with the business of Employer or any of its affiliates, which Employee may make or conceive, either solely or jointly with others, during the period of his employment by Employer, its subsidiaries or successors. Employee agrees, at Employer’s expense, that upon a request by Employer, to execute, acknowledge and deliver to Employer all such papers, including applications for patents, applications for copyright and trademark registrations, and assignments thereof, as may be necessary, and at all times to assist Employer, its parent, subsidiaries, successors, assigns and nominees in every proper way to patent or register said programs, computer software, ideas, inventions, discoveries, improvements, copyrightable material or trademarks in any and all countries and to vest title thereto in Employer, its parent, subsidiaries, successors, assigns or nominees. Upon a request by Employer, Employee will promptly report to Employer all discoveries, inventions or improvements of whatsoever nature conceived or made by him at any time he was employed by Employer, its parent, subsidiaries or successors. All such discoveries, inventions and improvements which are applicable in any way to Employer’s business shall be the sole and exclusive property of Employer.

13. Additional Remedies . Employee recognizes that his services hereunder are of a personal, special, unique and extraordinary character and irreparable injury will result to Employer and to its business and properties in the event of any breach by Employee of any of the provisions of Sections 10, 11 or 12, and that Employee’s continued employment is predicated on the commitments undertaken by him pursuant to such Sections. In the event of any breach of any of Employee’s commitments pursuant to Sections 10, 11 and 12, Employer shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Employee or by any person or persons acting for or with Employee in any capacity whatsoever.

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14. Section 409A .

15. Adjustments to Comply with Final Interagency Guidance on Sound Incentive Compensation Policies . Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Company’s Board of Directors to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or

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any amendment, modification or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

16. Provisions Required By Law . Notwithstanding anything herein to the contrary, any provisions that are now or are in the future required by applicable law, rule, regulation or regulatory guidance or policy of general applicability to be included in this Agreement that are not expressly stated herein (including, without limitation, any provisions so required under 12 C.F.R. Section 163.39) shall be deemed to be a part of this Agreement as fully as if such provisions were expressly stated herein.

17. No Duplication of Employer Obligations . With respect to any payments or other compensation to be provided hereunder by Employer, the provision of such payments or other compensation by any subsidiary or affiliate of the Company shall be deemed to reduce, to the same extent, the obligation of the Company to provide such payments or other compensation, and vice versa.

18. Assignment; Benefit . No party shall have the right to assign this Agreement or any rights or obligations hereunder without the consent of the other party; provided , however , that Employer may assign its rights and obligations hereunder (i) to any entity controlled by, under the control of, or under common control with, Employer (as long as such entity is no less capable of fulfilling the obligations of Employer hereunder), or (ii) to any successor to Employer upon any liquidation, dissolution or winding up of Employer, upon any merger or consolidation of Employer or upon any sale of all or substantially all of the assets of Employer (as long as such successor is capable of fulfilling the obligations of Employer hereunder).

19. Waiver . Failure of any party hereto at any time to require performance by any other party of any provision of this Agreement shall in no way affect the rights of such first party to require performance of that provision, and any waiver by any party hereto of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any rights under this Agreement.

20. Severability . If any clause, phrase, provision or portion of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable under any applicable law, such event shall not affect or render invalid or unenforceable the remainder of this Agreement and shall not affect the application of any clause, provision or portion hereof to other persons or circumstances.

21. Benefits . The provisions of this Agreement shall inure to the benefit of Employer, its successors and assigns, and shall be binding upon Employer and Employee, its and his heirs, personal representatives and successors, including, without limitation, Employee’s estate and the executors, administrators or trustees of such estate.

22. Governing Law . To the extent not governed by the federal laws of the United States of America, this Agreement shall be construed and enforced in accordance with the laws of the State of California. Any dispute between the parties hereto not relating to the enforcement of Section 10, 11 or 12 shall be settled by arbitration in California in accordance with the then

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applicable rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

23. Notices . All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or two (2) business days after mailing at any general or branch United States Post Office, by registered or certified mail postage prepaid, addressed as follows, or to such other address as shall have been designated in writing by the addressee:

If to Employer:

Banc of California, Inc.

18500 Von Karman, Suite 1100

Irvine, California 92612

Attention: General Counsel

If to Employee:

At Employee’s last address in the records of Employer.

24. Entire Agreement . This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof (including, without limitation, the Offer Letter, dated as of July 28, 2015, by and between Employer and Employee), and this Agreement shall not be modified or amended except by written agreement of Employer and Employee.

25. Captions . The headings and captions hereof are for convenience only and shall not affect the construction of this Agreement.

26. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

27. Construction . Employer and Employee acknowledge that this Agreement was the result of arms-length negotiations between sophisticated parties, each represented by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

28. Survival . The obligations contained in this Agreement shall survive the termination of Employee’s employment with Employer or expiration of this Agreement as necessary to carry out the intentions of the parties as described herein.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

[ Signature Page to McKinney Employment Agreement ]

Exhibit 10.4

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of March 24, 2016 by and between Banc of California, Inc., a Maryland corporation (the “ Company ” and, together with its subsidiaries and affiliates, including Banc of California, N.A. (the “ Bank ”), “ Employer ”), and Brian Kuelbs (“ Employee ”).

WHEREAS, Employer desires to employ Employee and Employee desires to be employed by Employer upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:

1. Employment . Employer hereby agrees to employ Employee, and Employee hereby accepts employment with Employer upon the terms and conditions herein set forth.

2. Term . The term of employment under this Agreement shall begin on April 1, 2016 (the “ Commencement Date ”) and shall expire on April 1, 2018 (the “ Term End Date ”), unless terminated sooner as hereinafter provided or unless extended as provided in the next sentence. Commencing on the Term End Date, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “ Renewal Date ”), unless previously terminated, the term of this Agreement shall be extended for one additional year, unless either party notifies the other party at least ninety (90) days prior to the applicable Renewal Date that the term shall not be so extended. Reference herein to the term hereunder shall refer to both the initial term and any extended term hereunder.

3. Duties . During the term of this Agreement:

4. Compensation . During the term of this Agreement:

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All such payments, and any other compensation provided by Employer to Employee, whether under this Agreement or otherwise, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or consent of, Employee.

5. Automobile and Other Expenses . During the term of this Agreement, Employer shall lease and allow Employee use of, one (1) new-condition Chevy Volt or such other automobile as determined in the discretion of the Company (the “ Automobile ”). Employee shall be solely responsible for all fuel, maintenance and other similar charges associated with Employee’s personal non-business use of the Automobile. Employee shall obtain and constantly maintain in good standing, at Employer’s expense, a comprehensive automobile liability policy in a form reasonably acceptable to Employer (the “ Policy ”). Employee shall cause the insurance provider of the Policy to list Employer as an additional insured and Employee shall provide Employer with a certificate evidencing the Policy. Any damage or liability caused or associated with Employee’s use of the Automobile shall be the sole responsibility of Employee. At the conclusion of the term of this Agreement or the expiration of the lease of the Automobile, whichever occurs first, Employee shall promptly return the Automobile to Employer in good condition, normal wear and tear excepted. Employee shall be reimbursed for other expenses incurred in connection with Employer’s business in accordance with Employer’s expense reimbursement policy for senior executives.

6. Benefits . Employee shall be entitled to participate in such life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved from time to time by Employer for the benefit of its executive employees.

7. Flexible Time Off . Employee shall be entitled to take off as much time as needed or as appropriate (“ FTO ”), consistent with his professional responsibilities and business needs; provided that Employee is meeting his work responsibilities; and provided , further , that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. Employee will receive his usual base salary during approved FTO unless Employee is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA or other extended leave). Because FTO is not an accrued benefit, Employee will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

8. Termination .

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9. Severance Benefits .

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10. Nonsolicitation .

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11. Nondisclosure of Confidential Information . Employee acknowledges that Employer and its affiliates may disclose confidential information to Employee during the term of this Agreement to enable him to perform his duties hereunder. Employee hereby covenants and agrees that, except as required by law, regulatory directive or judicial order, he will not, without the prior written consent of Employer, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of Employer or any of its affiliates. For purposes of this Agreement, “ confidential information ” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, financial information of Employer or any of its affiliates, plans, or any other information of whatever nature in the possession or control of Employer which has not been published or disclosed to the general public, or which gives to Employer or any of its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. Employee further agrees that if his employment hereunder is terminated for any reason, he will leave with Employer and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature containing secret or confidential information of Employer or any of its affiliates. The foregoing covenants will not prohibit Employee from disclosing confidential or other information to other employees of Employer or to third parties to the extent that such disclosure is necessary to the performance of his duties under this Agreement.

12. Intellectual Property . Employee agrees promptly to reduce to writing and to disclose and assign, and hereby does assign, to Employer, its subsidiaries, successors, assigns and nominees, all inventions, discoveries, improvements, copyrightable material, trademarks, programs, computer software and ideas concerning the same, capable of use in connection with the business of Employer or any of its affiliates, which Employee may make or conceive, either solely or jointly with others, during the period of his employment by Employer, its subsidiaries or successors. Employee agrees, at Employer’s expense, that upon a request by Employer, to execute, acknowledge and deliver to Employer all such papers, including applications for patents, applications for copyright and trademark registrations, and assignments thereof, as may be necessary, and at all times to assist Employer, its parent, subsidiaries, successors, assigns and nominees in every proper way to patent or register said programs, computer software, ideas, inventions, discoveries, improvements, copyrightable material or trademarks in any and all

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countries and to vest title thereto in Employer, its parent, subsidiaries, successors, assigns or nominees. Upon a request by Employer, Employee will promptly report to Employer all discoveries, inventions or improvements of whatsoever nature conceived or made by him at any time he was employed by Employer, its parent, subsidiaries or successors. All such discoveries, inventions and improvements which are applicable in any way to Employer’s business shall be the sole and exclusive property of Employer.

13. Additional Remedies . Employee recognizes that his services hereunder are of a personal, special, unique and extraordinary character and irreparable injury will result to Employer and to its business and properties in the event of any breach by Employee of any of the provisions of Sections 10, 11 or 12, and that Employee’s continued employment is predicated on the commitments undertaken by him pursuant to such Sections. In the event of any breach of any of Employee’s commitments pursuant to Sections 10, 11 and 12, Employer shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Employee or by any person or persons acting for or with Employee in any capacity whatsoever.

14. Section 409A .

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15. Adjustments to Comply with Final Interagency Guidance on Sound Incentive Compensation Policies . Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Company’s Board of Directors to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

16. Provisions Required By Law . Notwithstanding anything herein to the contrary, any provisions that are now or are in the future required by applicable law, rule, regulation or regulatory guidance or policy of general applicability to be included in this Agreement that are not expressly stated herein (including, without limitation, any provisions so required under 12 C.F.R. Section 163.39) shall be deemed to be a part of this Agreement as fully as if such provisions were expressly stated herein.

17. No Duplication of Employer Obligations . With respect to any payments or other compensation to be provided hereunder by Employer, the provision of such payments or other compensation by any subsidiary or affiliate of the Company shall be deemed to reduce, to the same extent, the obligation of the Company to provide such payments or other compensation, and vice versa.

18. Assignment; Benefit . No party shall have the right to assign this Agreement or any rights or obligations hereunder without the consent of the other party; provided , however , that Employer may assign its rights and obligations hereunder (i) to any entity controlled by, under the control of, or under common control with, Employer (as long as such entity is no less capable of fulfilling the obligations of Employer hereunder), or (ii) to any successor to Employer upon any liquidation, dissolution or winding up of Employer, upon any merger or consolidation of Employer or upon any sale of all or substantially all of the assets of Employer (as long as such successor is capable of fulfilling the obligations of Employer hereunder).

19. Waiver . Failure of any party hereto at any time to require performance by any other party of any provision of this Agreement shall in no way affect the rights of such first party to require performance of that provision, and any waiver by any party hereto of any provision of

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this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any rights under this Agreement.

20. Severability . If any clause, phrase, provision or portion of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable under any applicable law, such event shall not affect or render invalid or unenforceable the remainder of this Agreement and shall not affect the application of any clause, provision or portion hereof to other persons or circumstances.

21. Benefits . The provisions of this Agreement shall inure to the benefit of Employer, its successors and assigns, and shall be binding upon Employer and Employee, its and his heirs, personal representatives and successors, including, without limitation, Employee’s estate and the executors, administrators or trustees of such estate.

22. Governing Law . To the extent not governed by the federal laws of the United States of America, this Agreement shall be construed and enforced in accordance with the laws of the State of California. Any dispute between the parties hereto not relating to the enforcement of Section 10, 11 or 12 shall be settled by arbitration in California in accordance with the then applicable rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

23. Notices . All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or two (2) business days after mailing at any general or branch United States Post Office, by registered or certified mail postage prepaid, addressed as follows, or to such other address as shall have been designated in writing by the addressee:

If to Employer:

Banc of California, Inc.

18500 Von Karman, Suite 1100

Irvine, California 92612

Attention: General Counsel

If to Employee:

At Employee’s last address in the records of Employer.

24. Entire Agreement . This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof (including, without limitation, the Offer Letter, dated as of July 28, 2015, by and between Employer and Employee), and this Agreement shall not be modified or amended except by written agreement of Employer and Employee.

25. Captions . The headings and captions hereof are for convenience only and shall not affect the construction of this Agreement.

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26. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

27. Construction . Employer and Employee acknowledge that this Agreement was the result of arms-length negotiations between sophisticated parties, each represented by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

28. Survival . The obligations contained in this Agreement shall survive the termination of Employee’s employment with Employer or expiration of this Agreement as necessary to carry out the intentions of the parties as described herein.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

[ Signature Page to Kuelbs Employment Agreement ]

Exhibit 10.5

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, by and between Banc of California, National Association, a national banking association (“ Bank ” or “ Employer ”) and J. Francisco A. Turner (the “ Executive ,” and, together with Bank and Employer, either a “ Party ” or collectively the “ Parties ”) is dated as of March 24, 2016 (this “ Agreement ”).

WHEREAS, Employer and the Executive previously entered into that certain employment agreement dated as of January 6, 2014 (the “ Prior Agreement ”); and

WHEREAS, Employer and the Executive desire to enter into this Agreement in order to amend, restate and supersede the Prior Agreement and thereby reflect the revised terms of employment to which the Parties now wish to agree.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, Employer and the Executive hereby agree as follows:

1. Effective Date . The “ Effective Date ” shall mean April 1, 2016.

2. Employment Period . Employer hereby agrees to employ the Executive, and the Executive hereby agrees to serve Employer, subject to the terms and conditions of this Agreement, for the period commencing on the Effective Date and ending on the April 1, 2019 (the “ Employment Period ”); provided , however , that, commencing on April 1, 2019, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “ Renewal Date ”), unless previously terminated, the Employment Period shall automatically be extended by two years so as to terminate two years from such Renewal Date, unless, at least 90 days prior to the Renewal Date, Employer shall give notice to the Executive that the Employment Period shall not be so extended.

3. Terms of Employment.

(a) Position and Duties.

(i) During the Employment Period, the Executive shall serve as Executive Vice President, Chief Strategy Officer, with such duties and responsibilities as are customarily assigned to such position. The Executive shall report directly to the Chief Executive Officer and President of Bank (the “ Bank CEO ”) and/or such other officers of Bank and/or Banc of California, Inc., a Maryland corporation and wholly owning parent holding company of Bank (“ Bancorp ”), as determined by the board of directors of Bank (the “ Bank Board ”) from time to time. The Executive’s duties will initially also include oversight of the Financial Institutions Bank. If the Executive serves on either the board of directors of Bancorp (the “ Bancorp Board ”) and/or the Bank Board during the Employment Period (which shall be subject to election by the shareholders of Bancorp and Bank, respectively, and subject to each of Bancorp’s and Bank’s ordinary course director nomination processes and policies), the Executive agrees that (A) he shall so serve without compensation for his service as a director and (B) shall not serve on any committee of either such boards of directors for which independence is necessary or, as

determined by the Chair of the Bancorp Board or the Chair of the Bank Board, respectively, in his or her sole discretion, advisable. During the Employment Period, the Executive shall be provided with an office at the corporate headquarters.

(ii) During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled under this Agreement, the Executive shall be employed by Employer on a full-time basis and agrees to devote such time as is necessary to discharge the responsibilities assigned to the Executive hereunder and to use the Executive’s reasonable best efforts to perform such responsibilities faithfully and efficiently. During the Employment Period, it shall not be a violation of this Agreement for the Executive to, either for free or for personal compensation, (A) serve on corporate, civic or charitable boards or committees, (B) deliver lectures, fulfill speaking engagements or teach at educational institutions, (C) manage personal investments and personal investment companies, and (D) subject to Section 8, his fiduciary duties to Bancorp and Bank, and his compliance with Employer’s policies and procedures in effect from time to time applicable to employees of either Bancorp or Bank with respect to actual or potential conflicts of interest, including, without limitation, the Code of Business Ethics and Conduct, attend to other business matters, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of Employer in accordance with this Agreement.

(b) Compensation .

(i) Base Salary . During the Employment Period, the Executive shall receive an annual base salary (“ Annual Base Salary ”) at a rate of not less than $500,000 payable in accordance with Employer’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Bank Board, the Bancorp Board and/or the Compensation Committee of the Bancorp Board (the “ Compensation Committee ”) pursuant to normal performance review policies. The Annual Base Salary shall not be reduced after any increase and the term “Annual Base Salary” as utilized in this Agreement shall refer to Annual Base Salary as so increased.

(ii) Annual Bonus . With respect to each fiscal year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (“ Annual Bonus ”) in the form of an award under the Banc of California, Inc. 2013 Omnibus Incentive Plan (or its successor) (the “ Plan ”) based on the attainment of performance objectives determined and established by the Compensation Committee, taking into account, as appropriate, the criteria deemed relevant related to performance of Bank, with an annual target bonus of 100% of such Annual Base Salary (the “ Target Bonus ”), prorated for any partial year. The actual Annual Bonus, which could be higher or lower than the Target Bonus, shall be paid in accordance with customary practice in cash or in equity awards with respect to shares of Bancorp common stock (including restrictive covenants) that are substantially consistent with the terms of equity awards granted under the Plan to employees of Employer in the ordinary course of business consistent with past practice, as determined by the Compensation Committee in its discretion; provided , however , that no more than 50% of the actual Annual Bonus for any year shall be paid in the form of equity awards.

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(iii) Incentive Bonus . With respect to each fiscal year ending during the Employment Period, the Executive shall be entitled to receive, in addition to the Annual Bonus, an annual incentive bonus (“ Incentive Bonus ”) in the form of an award under the Plan based upon attainment of performance objectives and metrics determined and established by the Compensation Committee, taking into account, as appropriate, the criteria deemed relevant related to performance of Bancorp, with an annual target incentive bonus of 100% of the Annual Bonus actually received by the Executive for such fiscal year (“ Target Incentive Bonus ”), prorated for any partial year. The actual Incentive Bonus, which could be higher or lower than the Target Incentive Bonus, shall be paid in accordance with customary practice in cash and in equity awards with respect to shares of Bancorp common stock on terms (including restrictive covenants) that are substantially consistent with the terms of equity awards granted under the Plan to employees of Employer in the ordinary course of business consistent with past practice, as determined by the Compensation Committee in its discretion; provided , however , that no more than 50% of the actual Incentive Bonus for any year shall be paid in the form of equity awards.

(iv) Initial Equity Award . Promptly following the date of this Agreement, Bancorp shall grant to the Executive 50,000 restricted shares of Bancorp common stock, subject to performance objectives comparable to similarly situated executive officers of the Company, which shares shall vest in equal annual installments of up to 10,000 shares each over five (5) years, commencing on April 1, 2017 and continuing until fully vested on April 1, 2021, subject to the Executive’s continued employment with Employer through each applicable vesting date.

(v) Clawback . For three years following the grant of any such equity payments or other equity compensation, all equity payments or other equity compensation provided to the Executive under this Agreement shall be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer (A) in effect from time to time generally applicable to executives of the Bank or (B) adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or consent of, the Executive.

(vi) Equity Awards . During the Employment Period, the Executive shall be eligible to participate in Bancorp’s equity compensation plans as may be in effect from time to time.

(vii) Flexible Time Off . The Executive shall be entitled to take off as much time as needed or as appropriate (“ FTO ”), consistent with his professional responsibilities and business needs; provided that the Executive is meeting his work responsibilities; and provided , further , that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy his professional responsibilities to Employer. The Executive will receive his usual base salary during approved FTO, unless the Executive is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA, or other extended leave). Because FTO is not an accrued benefit, the Executive will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

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(viii) Other Employee Benefit Plans . During the Employment Period, the Executive and/or the Executive’s family, as the case may be, shall be eligible for participation in all benefits under all plans, practices, policies and programs provided by Employer on a basis that is no less favorable than those generally applicable or made available to executives of Employer. The Executive shall be eligible for participation in fringe benefits and perquisite plans, practices, policies and programs (including, without limitation, expense reimbursement plans, practices, policies and programs, as well as supplemental executive disability insurance benefits and vehicle policies or vehicle allowances) on a basis that is no less favorable than those generally applicable or made available to executives of Employer; provided that business travel, meal expenses and business accommodations shall be in the Executive’s reasonable discretion and shall include premium cabin air travel.

(ix) Beneficiaries . From time to time, by signing a form furnished by Employer, the Executive may designate any legal or natural person or persons (who may be designated contingently or successively) to whom to transfer any outstanding equity awards held by the Executive at the time of his death. If the Executive fails to designate a beneficiary as provided above, or if the designated beneficiary dies before the Executive or before complete payment or settlement of the outstanding equity awards, the outstanding equity awards held by the Executive shall be transferred to the Executive’s estate. For purposes of this Agreement, the term “designated beneficiary” means the person or persons designated by the Executive as his beneficiary in the last effective beneficiary designation form filed with Employer, or if the Executive has failed to designate a beneficiary, the Executive’s estate.

4. Termination of Employment .

(a) Death or Disability . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period. If Employer determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may provide the Executive with written notice in accordance with Section 10(b) of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with Employer shall terminate effective on the 30th day after receipt of such notice by the Executive (the “ Disability Effective Date ”); provided that, within 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. For purposes of this Agreement, “ Disability ” shall mean the absence of the Executive from the Executive’s duties with Employer on a full-time basis for 90 consecutive, or a total of 180 days in any 12-month period, as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by Employer or its insurers and acceptable to the Executive or the Executive’s legal representative.

(b) Cause . Employer may terminate the Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “ Cause ” shall mean:

(i) the Executive is convicted of, or pleads guilty or nolo contendere to a charge of commission of a felony involving moral turpitude or securities or banking laws;

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(ii) the Executive has engaged in willful gross neglect or willful gross misconduct in carrying out his duties, which is reasonably expected to result in material economic or material reputational harm to Employer;

(iii) the Executive is subject to an action taken by a regulatory body or a self-regulatory organization, which materially impairs or prevents the Executive from performing his duties with Employer that are required under this Agreement; or

(iv) the Executive materially breaches any provision of this Agreement.

For purposes of this Section 4(b), no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of Employer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Bancorp Board, the Bank Board or upon the instructions of the Bancorp Board, Bank Board or the Bank CEO or based upon the advice of counsel for Employer shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of Employer. In order to invoke a termination for Cause on any of the grounds enumerated under Section 4(b)(ii) or Section 4(b)(iv), Employer must provide written notice to the Executive of the existence of such grounds within 30 days following Employer’s knowledge of the existence of such grounds, specifying in reasonable detail the grounds constituting Cause, and the Executive shall have 30 days following receipt of such written notice during which he may remedy the ground if such ground is reasonably subject to cure.

(c) With Good Reason . The Executive’s employment may be terminated by the Executive with Good Reason. For purposes of this Agreement, “ Good Reason ” shall mean, in the absence of a written consent of the Executive, any of the following:

(i) the assignment to the Executive of any duties materially inconsistent with the Executive’s position, authority, duties or responsibilities as contemplated by Section 3(a), or any other action by Employer that results in a material diminution in such position, authority, duties or responsibilities;

(ii) any material breach of any of the provisions of Section 3(b);

(iii) any requirement by Employer that the Executive’s services be rendered primarily at a location or locations other than Santa Monica, Los Angeles, Beverly Hills or Irvine, California; or

(iv) any failure by Employer to comply with Section 8(c).

In order to invoke a termination with Good Reason, the Executive shall provide written notice to Employer of the existence of one or more of the conditions described in clauses (i) through (iv) within 90 days following the Executive’s knowledge of the initial existence of such condition or conditions and Employer shall have 30 days following receipt of such written notice (the “ Cure Period ”) during which it may remedy the condition if such condition is reasonably subject to cure. In the event that Employer fails to remedy the condition constituting Good Reason during the applicable Cure Period, the Executive’s “separation from service” (within the meaning of

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Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”)) must occur, if at all, within 60 days following such Cure Period in order for such termination as a result of such condition to constitute a termination with Good Reason.

(d) Without Good Reason . The Executive’s employment may be terminated by the Executive without Good Reason at any time upon 60 days’ prior written notice to Employer. Given the importance of the Executive’s position with Employer, the Executive’s access to and use of confidential information, and the irreparable harm that the Executive’s departure would likely cause to Employer, its customer relationships, and its business opportunities, the Executive agrees that, during the period (the “ Notice Period ”) commencing on the date on which Employer receives notice of the Executive’s termination of his employment without Good Reason (the “ Notice Date ”) and ending on the earlier of (i) 60 days following the Notice Date and (ii) such earlier date as designated by Employer, the Executive shall remain an employee of Employer and shall not be free to begin an employment relationship with another entity, absent Employer’s authorized written consent. During the Notice Period, Employer shall continue to pay the Executive a base salary in accordance with its regular salary practices and the Executive shall be entitled to participate in Employer’s benefit plans to the extent permitted by such plans and applicable law. During the Notice Period, Employer reserves the right to (i) change or remove any of the Executive’s duties, (ii) require the Executive to remain away from Employer’s premises, and/or (iii) take such other action as determined by Employer to aid and assist in the transition process associated with the Executive’s departure. During the Notice Period, the Executive shall continue to act in a manner consistent with this Agreement and his duty of loyalty to Employer. Employer may waive or terminate the Notice Period at any time and for any reason or for no reason, in which case the Date of Termination (as defined below) shall be the date on which Employer notifies the Executive of such waiver or termination.

(e) Notice of Termination . Any termination by Employer for Cause, or by the Executive with or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 10(b). For purposes of this Agreement, a “ Notice of Termination ” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice in the case of a termination with Cause or with Good Reason). The failure by the Executive or Employer to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause, as applicable, shall not waive any right of the Executive or Employer, respectively, hereunder or preclude the Executive or Employer, respectively, from asserting such fact or circumstance in enforcing the Executive’s or Employer’s rights hereunder.

(f) Date of Termination . For purposes of this Agreement, “ Date of Termination ” means (i) if the Executive’s employment is terminated by Employer for Cause, or by the Executive with Good Reason, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, as the case may be, (ii) if the Executive’s employment is terminated by Employer without Cause, the Date of Termination shall be the date on which Employer notifies the Executive of such termination, (iii) if the Executive’s

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employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Executive or the Disability Effective Date, as the case may be, and (iv) if the Executive’s employment is terminated without Good Reason, the Date of Termination shall be the earlier of 60 days following the Notice Date and such earlier date as designated by Employer.

5. Obligations of Employer upon Termination of Employment .

(a) With Good Reason; Without Cause . If, during the Employment Period, Employer shall terminate the Executive’s employment other than for Cause, death or Disability, or the Executive shall terminate employment for Good Reason:

(i) Employer shall pay to the Executive the aggregate of the following amounts:

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(ii) Employer shall pay to the Executive an amount equal to the product of (A) one and one-half and (B) the sum of (1) the Executive’s Annual Base Salary and (2) the sum of the Annual Bonus and the Incentive Bonus received by the Executive in respect of most recently completed fiscal year of Employer as of the Date of Termination; provided that, if a termination of the Executive’s employment described in this Section 5(a) occurs within two years immediately following a Change of Control (as defined on Exhibit A hereto), in lieu of the foregoing amount, Employer shall pay to the Executive an amount equal to the product of (x) two and (y) the sum of the Executive’s Annual Base Salary, the Target Bonus and the Target Incentive Bonus; and provided , further , that the applicable amount payable pursuant to this clause (ii) shall be payable in equal installments over the 24 month period immediately following the last day of the Executive’s employment by Employer in accordance with Employer’s normal payroll policies;

(iii) Any equity-based awards granted to the Executive shall vest and become free of restrictions immediately, and any stock options or stock appreciation rights granted to the Executive shall be exercisable for the remainder of their term, without regard to any provisions relating to earlier termination of the stock options or stock appreciation rights based on termination of employment (the “ Equity Benefits ”);

(iv) For either (A) the 18-month period following the Date of Termination or (B) if a termination of the Executive’s employment described in this Section 5(a) occurs within two years immediately following a Change of Control, the two-year period following the Date of Termination, Employer shall continue to provide medical and dental benefits to the Executive and his eligible dependents as if the Executive remained an active employee of Employer (collectively “ Welfare Benefits ”); and

(v) To the extent not theretofore paid or provided, Employer shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive under any plan, program, policy or practice or contract or agreement of Employer and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “ Other Benefits ”). As used in this Agreement, the term “affiliated companies” shall include any company controlled by, controlling or under common control with Employer.

(b) Death . If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits, and (v) the Equity Benefits. Accrued Obligations shall be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive’s estate or beneficiary, as applicable, on the date specified in Section 5(a)(i). With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Section 5(b) shall include death benefits for which Employer pays as in effect on the date of the Executive’s death.

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(c) Disability . If the Executive’s employment is terminated by Employer by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than for (i) payment of Accrued Obligations, (ii) the timely payment or provision of Other Benefits, (iii) payment of the Pro Rata Bonus, (iv) the Welfare Benefits, and (v) the Equity Benefits. Accrued Obligations shall be paid to the Executive or his estate or beneficiary, as applicable, in a lump sum in cash within 30 days of the Date of Termination and the Pro Rata Bonus shall be paid to the Executive or his estate or beneficiary, as applicable, on the date specified in Section 5(a)(i). With respect to the provision of Other Benefits, the term “Other Benefits” as utilized in this Section 5(c) shall include, and the Executive shall be entitled after the Disability Effective Date to receive, disability benefits.

(d) With Cause; Without Good Reason . If the Executive’s employment shall be terminated by Employer with Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive (i) the Accrued Obligations through the Date of Termination and (ii) Other Benefits, in each case, to the extent theretofore unpaid. Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination.

Any amounts payable by Employer to the Executive pursuant to Section 5(a)(ii), 5(a)(iii), and 5(a)(iv) shall be subject to and conditioned upon the Executive signing and delivering (and not revoking) to Employer a general release and waiver (in the form attached as Exhibit B ) and the first payment pursuant to Section 5(a)(ii) shall be made on the 55th day following the Date of Termination (the “ Initial Payment Date ”), with any payments that would have otherwise been made during the period between the Date of Termination and the Initial Payment Date to be paid in a lump sum on the Initial Payment Date.

6. Full Settlement . Employer’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that Employer may have against the Executive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment. Employer agrees to pay as incurred, to the full extent permitted by law, all legal fees and expenses that the Executive may reasonably incur as a result of any contest by Employer, any affiliates or their respective predecessors, successors or assigns, the Executive, his estate, beneficiaries or their respective successors and assigns of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement); provided that the Executive prevails on at least one material claim.

7. Section 280G .

(a) Notwithstanding anything in this Agreement to the contrary, in the event that the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the

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definition of Reduced Amount (as defined below). If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments (as defined below) shall be reduced to such Reduced Amount.

(b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, Bancorp, Bank or one of its subsidiaries shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise Employer in writing of his election within ten days of his receipt of notice. If no such election is made by the Executive within such ten-day period, Employer shall reduce the Agreement Payments in the following order: (1) by reducing benefits payable pursuant to Section 5(a)(i)(B), then (2) by reducing amounts payable pursuant to Section 5(a)(ii), then (3) by reducing amounts payable pursuant to Section 5(a)(iv), and then (4) by reducing amounts payable pursuant to Section 5(a)(iii). All determinations made by the Accounting Firm under this Section 7 shall be binding upon Employer and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 7, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any non-competition provisions that may apply to the Executive, and Employer shall cooperate in the valuation of any such services, including any noncompetition provisions.

(c) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by Employer to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “ Overpayment ”) or that additional amounts that will have not been paid or distributed by Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “ Underpayment ”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against Employer or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by Employer to or for the benefit of the Executive shall be repaid by the Executive to Employer; provided , however , that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Employer to or for the benefit of the Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(d) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 7 shall be borne by Employer.

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(e) Definitions . The following terms shall have the following meanings for purposes of this Agreement.

(i) “ Accounting Firm ” shall mean a nationally recognized certified public accounting firm that is mutually agreed to by Employer and the Executive for purposes of making the applicable determinations hereunder, which firm shall not be a firm serving as accountant or auditor for the individual, entity or group effecting the Change of Control;

(ii) “ Agreement Payment ” shall mean a Payment paid or payable pursuant to this Agreement (disregarding this Section 7);

(iii) “ Net After-Tax Receipt ” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws that applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s);

(iv) A “ Payment ” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise;

(v) “ Present Value ” of a Payment shall mean the economic present value of a Payment as of the date of the change of control for purposes of Section 280G of the Code, as determined by the Accounting Firm using the discount rate required by Section 280G(d)(4) of the Code; and

(vi) “ Reduced Amount ” shall mean the amount of Agreement Payments that (A) has a Present Value that is less than the Present Value of all Agreement Payments and (B) results in aggregate Net After-Tax Receipts for all Payments that are greater than the Net After-Tax Receipts for all Payments that would result if the aggregate Present Value of Agreement Payments were any other amount that is less than the Present Value of all Agreement Payments.

8. Confidential Information; Nonsolicitation of Employees; Corporate Opportunities .

(a) The Executive shall hold in a fiduciary capacity for the benefit of Employer all secret or confidential information, knowledge or data relating to Employer or any of its affiliated companies, and their respective businesses, which shall have been obtained by the Executive during the Executive’s employment by Employer or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive’s employment with Employer, the Executive shall not, without the prior written consent of Employer or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than Employer and those

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designated by it or as may be required by applicable law, court order, a regulatory body or arbitrator or other mediator.

(b) During the period beginning on the date hereof and ending upon the second anniversary of the Date of Termination, but without limitation to any of the Executive’s other duties or obligations to Employer or any of its affiliated companies, the Executive shall not, without the prior written consent of Employer, directly or indirectly, solicit or encourage any person to leave his or her employment with Bancorp or Bank or any of their subsidiaries or assist in any way with the hiring of (i) any Bancorp or Bank employee (or any employee of any of their subsidiaries) by any other business (a “ Relevant Person ”) or (ii) any person who was a Relevant Person at any time during the 12-month period preceding such hiring or solicitation.

(c) During the period beginning on the date hereof and ending upon the Date of Termination, but without limitation to any of the Executive’s other duties or obligations to Employer or any of its affiliated companies, with respect to any business opportunities involving business activities or lines of business that are the same as or similar to those pursued by, or competitive with, Bank, Bancorp or any of their subsidiaries, that are from time to time presented to the Executive (irrespective of whether in his capacity as an executive and/or director of Employer or any of its affiliated entities), to the extent that such business opportunities are ones that Bank, Bancorp or any of their subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so (each, an “ Opportunity ”), the Executive shall be obligated to communicate such Opportunity to Bank, and the Executive shall not be permitted to directly or indirectly pursue such Opportunity unless the Bank Board and Bancorp Board shall have affirmatively declined such Opportunity. For clarification, none of Bancorp, Bank or any or their subsidiaries renounces or waives its ability to pursue, compete for, acquire or otherwise undertake any opportunity, and Bancorp, Bank and their subsidiaries may do so, whether or not such opportunity is presented or offered to them or to any other person, including those mentioned above.

(d) The obligations of Employer to make the severance payments to the Executive under Section 5 shall be conditioned upon and subject to the Executive’s compliance with all of the terms of this Section 8 and the release described in Section 5.

(e) Notwithstanding Section 8(d), the Executive acknowledges that Employer would be irreparably injured by any violation of this Agreement, including Section 8, and the Executive hereby acknowledges and agrees that, in addition to any other remedies available to it for any breach or threatened breach of this Agreement, including Section 8, Employer shall be entitled, without posting any bond or proof of damages, to a preliminary or permanent injunction, restraining order, and/or other equitable or specific performance based relief, restraining the Executive from any actual or threatened breach of this Agreement, including Section 8.

9. Successors .

(a) This Agreement is personal to the Executive and without the prior written consent of Employer shall not be assignable by the Executive. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives, heirs or legatees.

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(b) This Agreement shall inure to the benefit of and be binding upon Bancorp, Bank and their respective successors and assigns.

(c) Bank will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Bank to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Bank would be required to perform it if no such succession had taken place. As used in this Agreement, “Bank” shall mean Bank as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

10. Miscellaneous .

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. If, under any such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other parties or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(d) Employer may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(e) Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.

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(f) Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by Bancorp’s or Bank’s boards of directors to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or any amendment, modification or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(g) Any payments that, under the terms of this Agreement, qualify for the short-term deferral exception under Treasury Regulations Section 1.409A-1(b)(4), the separation pay exception under Treasury Regulations Section 1.409A-1(b)(9)(iii) or any other exception under Section 409A of the Code will be paid under the applicable exceptions to the greatest extent possible. Each payment under this Agreement shall be treated as a separate payment for purposes of Section 409A of the Code. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months and one day following the Executive’s separation from service ( provided that any accrued installments that would otherwise be payable during that six-month period are paid at the end of such period) and (ii) the Executive’s death. In no event shall the date of termination of the Executive’s employment be deemed to occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code, and notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the Date of Termination. All reimbursements provided under this Agreement shall be provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (A) the amount of expenses eligible for reimbursement during one calendar year will not affect the amount of expenses eligible for reimbursement in any other calendar year; (B) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the calendar year in which the expense is incurred; and (C) the right to any reimbursement will not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, Employer makes no representation or covenant to ensure that the payments and benefits under this Agreement are exempt from, or compliant with, Section 409A of the Code.

(h) This Agreement amends, restates and supersedes the Prior Agreement as of the Effective Date, after which time the Prior Agreement shall no longer have any continuing force or effect.

( Signature Page Follows )

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IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to authorization from its board of directors, Bank has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

[ Signature Page to Turner Amended and Restated Employment Agreement ]

EXHIBIT A

DEFINITION OF CHANGE OF CONTROL

For the purposes of this Agreement “ Change of Control ” means:

(a) Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (a “ Person ”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the then-outstanding shares of common stock of Bancorp (the “ Outstanding Bancorp Common Stock ”) or (ii) the combined voting power of the then-outstanding voting securities of Bancorp entitled to vote generally in the election of directors (the “ Outstanding Bancorp Voting Securities ”); provided , however , that, for purposes hereof, the following acquisitions shall not constitute a Change of Control: (A) any acquisition directly from Bancorp, (B) any acquisition by Bancorp, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Bancorp or any company affiliated with Bancorp, or (D) any acquisition pursuant to a transaction that complies with clauses (c)(i), (c)(ii) and (c)(iii) below;

(b) Individuals who, as of the Effective Date, constitute the Bancorp Board (the “ Incumbent Board ”) cease for any reason to constitute at least a majority of the Bancorp Board; provided , however , that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by Bancorp’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;

(c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving Bancorp or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Bancorp, or the acquisition of assets or stock of another entity by Bancorp or any of its subsidiaries (each, a “ Business Combination ”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Bancorp Common Stock and the Outstanding Bancorp Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, greater than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns Bancorp or all or substantially all of Bancorp’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Bancorp Common Stock and the Outstanding Bancorp Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Bancorp or such corporation resulting from such Business

A-1

Combination) beneficially owns, directly or indirectly, 30% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

(d) Approval by the stockholders of Bancorp of a complete liquidation or dissolution of Bancorp.

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EXHIBIT B

GENERAL RELEASE

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“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

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IN WITNESS WHEREOF, the undersigned parties have executed this General Release.

[ Signature Page to General Release ]

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of March 24, 2016 by and between Banc of California, Inc., a Maryland corporation (the “ Company ” and, together with its subsidiaries and affiliates, including Banc of California, N.A. (the “ Bank ”), “ Employer ”), and Thedora Nickel (“ Employee ”).

WHEREAS, Employer and Employee are parties to that certain Employment Agreement dated effective as of November 1, 2015 pursuant to which Employee became employed, initially, as Executive Vice President of the Company and the Bank (the “ Prior Agreement ”);

WHEREAS, Employee was thereafter appointed to serve as the Chief Administrative Officer of the Company and the Bank, effective as of February 23, 2016; and

WHEREAS, Employer now desires to employ Employee, and Employee now desires to be employed by Employer, upon the terms and subject to the conditions set forth herein, which terms and conditions shall supersede and replace the Prior Agreement effective as of the Commencement Date, as defined below.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereby agree as follows:

1. Employment . Employer hereby agrees to employ Employee, and Employee hereby accepts employment with Employer upon the terms and conditions herein set forth.

2. Term . The term of employment under this Agreement shall begin on April 1, 2016 (the “ Commencement Date ”) and shall expire on April 1, 2018 (the “ Term End Date ”), unless terminated sooner as hereinafter provided or unless extended as provided in the next sentence. Commencing on the Term End Date, and on each annual anniversary of such date (such date and each annual anniversary thereof, the “ Renewal Date ”), unless previously terminated, the term of this Agreement shall be extended for one additional year, unless either party notifies the other party at least ninety (90) days prior to the applicable Renewal Date that the term shall not be so extended. Reference herein to the term hereunder shall refer to both the initial term and any extended term hereunder.

3. Duties . During the term of this Agreement:

4. Compensation . During the term of this Agreement:

All such payments, and any other compensation provided by Employer to Employee, whether under this Agreement or otherwise, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant to law, government regulation, order, stock exchange listing requirement (or any policy of Employer adopted pursuant to any such law, government regulation, order or stock exchange listing requirement) or by agreement with, or consent of, Employee.

5. Automobile and Other Expenses . During the term of this Agreement, Employer shall lease and allow Employee use of, one (1) new-condition Chevy Volt or such other automobile as determined in the discretion of the Company (the “ Automobile ”). Employee shall be solely responsible for all fuel, maintenance and other similar charges associated with Employee’s personal non-business use of the Automobile. Employee shall obtain and constantly maintain in good standing, at Employer’s expense, a comprehensive automobile liability policy in a form reasonably acceptable to Employer (the “ Policy ”). Employee shall cause the insurance provider of the Policy to list Employer as an additional insured and Employee shall provide Employer with a certificate evidencing the Policy. Any damage or liability caused or associated with Employee’s use of the Automobile shall be the sole responsibility of Employee. At the

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conclusion of the term of this Agreement or the expiration of the lease of the Automobile, whichever occurs first, Employee shall promptly return the Automobile to Employer in good condition, normal wear and tear excepted. Employee shall be reimbursed for other expenses incurred in connection with Employer’s business in accordance with Employer’s expense reimbursement policy for senior executives.

6. Benefits . Employee shall be entitled to participate in such life insurance, medical, dental, pension, supplemental disability, retirement plans and other programs as may be approved from time to time by Employer for the benefit of its executive employees.

7. Flexible Time Off . Employee shall be entitled to take off as much time as needed or as appropriate (“ FTO ”), consistent with her professional responsibilities and business needs; provided that Employee is meeting her work responsibilities; and provided , further , that he is demonstrating a level of commitment and conscientiousness that is sufficient to satisfy her professional responsibilities to Employer. Employee will receive her usual base salary during approved FTO unless Employee is on an extended leave that is unpaid pursuant to Employer’s employee handbook or applicable law (e.g., FMLA, CFRA or other extended leave). Because FTO is not an accrued benefit, Employee will not be eligible for a payout of FTO at the time of separation from Employer, regardless of the reason for the separation.

8. Termination .

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9. Severance Benefits .

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10. Nonsolicitation .

11. Nondisclosure of Confidential Information . Employee acknowledges that Employer and its affiliates may disclose confidential information to Employee during the term of this Agreement to enable him to perform her duties hereunder. Employee hereby covenants and

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agrees that, except as required by law, regulatory directive or judicial order, he will not, without the prior written consent of Employer, during the term of this Agreement or at any time thereafter, disclose or permit to be disclosed to any third party by any method whatsoever any of the confidential information of Employer or any of its affiliates. For purposes of this Agreement, “ confidential information ” shall include, but not be limited to, any and all records, notes, memoranda, data, ideas, processes, methods, techniques, systems, formulas, patents, models, devices, programs, computer software, writings, research, personnel information, customer information, financial information of Employer or any of its affiliates, plans, or any other information of whatever nature in the possession or control of Employer which has not been published or disclosed to the general public, or which gives to Employer or any of its affiliates an opportunity to obtain an advantage over competitors who do not know of or use it. Employee further agrees that if her employment hereunder is terminated for any reason, he will leave with Employer and will not take originals or copies of any and all records, papers, programs, computer software and documents and all matter of whatever nature containing secret or confidential information of Employer or any of its affiliates. The foregoing covenants will not prohibit Employee from disclosing confidential or other information to other employees of Employer or to third parties to the extent that such disclosure is necessary to the performance of her duties under this Agreement.

12. Intellectual Property . Employee agrees promptly to reduce to writing and to disclose and assign, and hereby does assign, to Employer, its subsidiaries, successors, assigns and nominees, all inventions, discoveries, improvements, copyrightable material, trademarks, programs, computer software and ideas concerning the same, capable of use in connection with the business of Employer or any of its affiliates, which Employee may make or conceive, either solely or jointly with others, during the period of her employment by Employer, its subsidiaries or successors. Employee agrees, at Employer’s expense, that upon a request by Employer, to execute, acknowledge and deliver to Employer all such papers, including applications for patents, applications for copyright and trademark registrations, and assignments thereof, as may be necessary, and at all times to assist Employer, its parent, subsidiaries, successors, assigns and nominees in every proper way to patent or register said programs, computer software, ideas, inventions, discoveries, improvements, copyrightable material or trademarks in any and all countries and to vest title thereto in Employer, its parent, subsidiaries, successors, assigns or nominees. Upon a request by Employer, Employee will promptly report to Employer all discoveries, inventions or improvements of whatsoever nature conceived or made by him at any time he was employed by Employer, its parent, subsidiaries or successors. All such discoveries, inventions and improvements which are applicable in any way to Employer’s business shall be the sole and exclusive property of Employer.

13. Additional Remedies . Employee recognizes that her services hereunder are of a personal, special, unique and extraordinary character and irreparable injury will result to Employer and to its business and properties in the event of any breach by Employee of any of the provisions of Sections 10, 11 or 12, and that Employee’s continued employment is predicated on the commitments undertaken by him pursuant to such Sections. In the event of any breach of any of Employee’s commitments pursuant to Sections 10, 11 and 12, Employer shall be entitled, in addition to any other remedies and damages available, to injunctive relief to restrain the violation of such commitments by Employee or by any person or persons acting for or with Employee in any capacity whatsoever.

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14. Section 409A .

15. Adjustments to Comply with Final Interagency Guidance on Sound Incentive Compensation Policies . Notwithstanding anything herein to the contrary, the compensation or benefits provided under this Agreement are subject to modification, as necessary to comply with requirements imposed by the Company’s Board of Directors to comply with the “Final Interagency Guidance on Sound Incentive Compensation Policies” issued on an interagency basis by the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Office of Thrift Supervision, effective June 25, 2010, or

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any amendment, modification or supplement thereto, which shall be deemed to include, without limitation, any rules adopted pursuant to Section 956 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

16. Provisions Required By Law . Notwithstanding anything herein to the contrary, any provisions that are now or are in the future required by applicable law, rule, regulation or regulatory guidance or policy of general applicability to be included in this Agreement that are not expressly stated herein (including, without limitation, any provisions so required under 12 C.F.R. Section 163.39) shall be deemed to be a part of this Agreement as fully as if such provisions were expressly stated herein.

17. No Duplication of Employer Obligations . With respect to any payments or other compensation to be provided hereunder by Employer, the provision of such payments or other compensation by any subsidiary or affiliate of the Company shall be deemed to reduce, to the same extent, the obligation of the Company to provide such payments or other compensation, and vice versa.

18. Assignment; Benefit . No party shall have the right to assign this Agreement or any rights or obligations hereunder without the consent of the other party; provided , however , that Employer may assign its rights and obligations hereunder (i) to any entity controlled by, under the control of, or under common control with, Employer (as long as such entity is no less capable of fulfilling the obligations of Employer hereunder), or (ii) to any successor to Employer upon any liquidation, dissolution or winding up of Employer, upon any merger or consolidation of Employer or upon any sale of all or substantially all of the assets of Employer (as long as such successor is capable of fulfilling the obligations of Employer hereunder).

19. Waiver . Failure of any party hereto at any time to require performance by any other party of any provision of this Agreement shall in no way affect the rights of such first party to require performance of that provision, and any waiver by any party hereto of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any rights under this Agreement.

20. Severability . If any clause, phrase, provision or portion of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable under any applicable law, such event shall not affect or render invalid or unenforceable the remainder of this Agreement and shall not affect the application of any clause, provision or portion hereof to other persons or circumstances.

21. Benefits . The provisions of this Agreement shall inure to the benefit of Employer, its successors and assigns, and shall be binding upon Employer and Employee, its and her heirs, personal representatives and successors, including, without limitation, Employee’s estate and the executors, administrators or trustees of such estate.

22. Governing Law . To the extent not governed by the federal laws of the United States of America, this Agreement shall be construed and enforced in accordance with the laws of the State of California. Any dispute between the parties hereto not relating to the enforcement of Section 10, 11 or 12 shall be settled by arbitration in California in accordance with the then

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applicable rules of the American Arbitration Association and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

23. Notices . All notices, requests, demands and other communications in connection with this Agreement shall be made in writing and shall be deemed to have been given when delivered by hand or two (2) business days after mailing at any general or branch United States Post Office, by registered or certified mail postage prepaid, addressed as follows, or to such other address as shall have been designated in writing by the addressee:

If to Employer:

Banc of California, Inc.

18500 Von Karman, Suite 1100

Irvine, California 92612

Attention: General Counsel

If to Employee:

At Employee’s last address in the records of Employer.

24. Entire Agreement . This Agreement sets forth the entire understanding of the parties and supersedes all prior agreements, arrangements, and communications, whether oral or written, pertaining to the subject matter hereof (including, without limitation, the Offer Letter, dated as of July 28, 2015, by and between Employer and Employee), and this Agreement shall not be modified or amended except by written agreement of Employer and Employee.

25. Captions . The headings and captions hereof are for convenience only and shall not affect the construction of this Agreement.

26. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

27. Construction . Employer and Employee acknowledge that this Agreement was the result of arms-length negotiations between sophisticated parties, each represented by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of same, and any rule of construction that a document shall be construed against the drafting party shall not be applicable to this Agreement.

28. Survival . The obligations contained in this Agreement shall survive the termination of Employee’s employment with Employer or expiration of this Agreement as necessary to carry out the intentions of the parties as described herein.

[ Signature Page Follows ]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.

[ Signature Page to Nickel Employment Agreement ]