BANC OF CALIFORNIA, INC. (Form: S-8, Received: 08/17/2018 06:08:38)

Large accelerated filer

Accelerated Filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on August 16, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland

04-3639825

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

3 MacArthur Place

Santa Ana, California

92707

(Address of Principal Executive Offices)

(Zip Code)

Banc of California, Inc. 2018 Omnibus Stock Incentive Plan

(Full title of the plan)

Craig M. Scheer, P.C.

Silver, Freedman, Taff & Tiernan LLP

(a limited liability partnership including professional corporations)

3299 K Street, N.W., Suite 100

Washington, D.C. 20007

(Name and address of agent for service)

(202) 295-4500

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.01 per share	4,417,882 shares ⁽¹⁾	$20.075 ⁽²⁾	$88,688,982 ⁽²⁾	$11,042

⁽¹⁾	Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Banc of California, Inc.

⁽²⁾	Calculated in accordance with Rule 457 under the Securities Act of 1933, based on the average of the high and low sale prices per share of the common stock on the New York Stock Exchange on August 10, 2018 of $20.075.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference .

The following documents previously or concurrently filed by Banc of California, Inc. (the “Company”) with the Commission are hereby incorporated by reference into this Registration Statement and the Prospectus to which this Registration Statement relates (the “Prospectus”):

(a)	the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017;

(b)	the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2018 and June 30, 2018;

(c)	the Company’s Current Reports on Form 8-K filed on January 2, 2018, January 24, 2018, February 15, 2018, February 20, 2018, March 13, 2018, March 15,2018, April 13, 2018, May 15, 2018, June 5, 2018, June 28, 2018 and August 15, 2018; and

(d)	the description of the common stock, par value $.01 per share, of the Company contained in the Company’s Registration Statement on Form 8-A filed on May 8, 2002, and all amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to: Investor Relations, Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707, telephone number (855) 361-2262.

All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities .

Not Applicable.

Item 5. Interests of Named Experts and Counsel .

Not Applicable.

Item 6. Indemnification of Directors and Officers .

Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation or its stockholders for money damages except: (1) to the extent it is proven that the director or officer actually received an improper benefit or

profit, for the amount of the improper benefit or profit; or (2) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding that the director’s or officer’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter contains such a provision, thereby limiting the liability of its directors and officers to the maximum extent permitted by Maryland law.

Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a director or officer who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with the proceeding unless it is established that: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the corporation. The Maryland General Corporation Law also provides that a director or officer may not be indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on the grounds that personal benefit was improperly received. A director or officer found liable in a proceeding by or in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order indemnification of expenses if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a Maryland corporation, a director or an officer who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses. Section 2-418 also provides that a Maryland corporation may advance reasonable expenses to a director or an officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company’s charter provides for indemnification of directors and officers to the maximum extent permitted by the Maryland General Corporation Law. Additionally, the Company has entered into indemnification agreements with certain officers and directors of the Company, which supplement the indemnification provisions of the Company’s charter by contractually obligating the Company to indemnify, and to advance expenses to, such persons to the fullest extent permitted by applicable law.

Under a directors’ and officers’ liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 8. Exhibits .


Exhibit Number		Document

4.1		Second Articles of Restatement of the Charter of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 5, 2018 and incorporated herein by reference)

4.2		Fifth Amended and Restated Bylaws of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 30, 2017 and incorporated herein by reference).

5		Opinion of Silver, Freedman, Taff & Tiernan LLP

10.17		The Registrant’s 2018 Omnibus Stock Incentive Plan (the “2018 Omnibus Plan”) (included as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 19, 2018 and incorporated herein by reference).

10.17A		Form of Incentive Stock Option Agreement under the 2018 Omnibus Plan.

10.17B		Form of Performance-Based Incentive Stock Option Agreement under the 2018 Omnibus Plan.

10.17C		Form of Non-Qualified Stock Option Agreement under the 2018 Omnibus Plan.

10.17D		Form of Performance-Based Non-Qualified Stock Option Agreement under the 2018 Omnibus Plan.

10.17E		Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the 2018 Omnibus Plan.

10.17F		Form of Restricted Stock Agreement under the 2018 Omnibus Plan.

10.17G		Form of Performance-Based Restricted Stock Agreement under the 2018 Omnibus Plan.

10.17H		Form of Restricted Stock Agreement for Non-Employee Directors under the 2018 Omnibus Plan.

10.17I		Form of Restricted Stock Unit Agreement under the 2018 Omnibus Plan.

10.17J		Form of Performance Unit Agreement under the 2018 Omnibus Plan.

10.17K		Form of Restricted Stock Unit Agreement for Non-Employee Directors under the 2018 Omnibus Plan.

23.1		Consent of Silver, Freedman, Taff & Tiernan LLP (contained in Exhibit 5).

23.2		Consent of KPMG LLP

24		Power of Attorney ( contained on signature page ).

Item 9. Undertakings .

(a)	The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, State of California, on August 16, 2018.


BANC OF CALIFORNIA, INC.

By:		/s/ Douglas H. Bowers
		Douglas H. Bowers
		President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Banc of California, Inc., hereby severally and individually constitute and appoint Douglas H. Bowers and John A. Bogler, and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Douglas H. Bowers				/s/ John A. Bogler
Douglas H. Bowers				John A. Bogler
President, Chief Executive Officer and Director (Principal Executive Officer)				Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Date: August 16, 2018				Date: August 16, 2018

/s/ Robert D. Sznewajs				/s/ Halle J. Benett
Robert D. Sznewajs				Halle J. Benett
Chairman of the Board of Directors				Director

Date: August 16, 2018				Date: August 16, 2018

/s/ Mary A. Curran				/s/ Bonnie G. Hill
Mary A. Curran				Bonnie G. Hill
Director				Director

Date: August 16, 2018				Date: August 16, 2018


/s/ Richard J. Lashley				/s/ Jonah F. Schnel
Richard J. Lashley				Jonah F. Schnel
Director				Director

Date: August 16, 2018				Date: August 16, 2018

/s/ W. Kirk Wycoff
W. Kirk Wycoff
Director

Date: August 16, 2018

Exhibit 5

Law Offices

Silver, Freedman, Taff & Tiernan LLP

A Limited Liability Partnership Including Professional Corporations

3299 K STREET, N.W., SUITE 100

WASHINGTON, D.C. 20007

(202) 295-4500

WWW.SFTTLAW.COM

August 16, 2018

Banc of California, Inc.

3 MacArthur Place

Santa Ana, California 92707

Ladies and Gentlemen:

We have acted as special counsel to Banc of California, Inc., a Maryland corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to 4,417,882 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), to be offered pursuant to the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan (the “Plan”). The Registration Statement also registers an indeterminate number of additional shares which may be issuable as a result of a stock split, stock dividend or similar transaction. We have been requested by the Company to furnish this opinion to be included as an exhibit to the Registration Statement.

In connection with our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Company’s charter and bylaws, resolutions of the Company’s Board of Directors, certificates of public officials, certificates of corporate officers and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We also have assumed the due authorization of such documents by all parties other than the Company and the taking of all requisite action respecting such documents by all parties other than the Company, the due execution and delivery of such documents by each party other than the Company and have additionally assumed that all agreements are valid and binding agreements of all parties to such agreements, other than the Company. In addition, we have assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers and other individuals on which we are relying, and have made no independent investigations thereof. We have further assumed that the shares of Common Stock issuable pursuant to awards under the Plan will continue to be duly authorized at the respective times of such issuances.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion that the shares of Common Stock being so registered will be, when and if issued, sold and paid for in accordance with and as contemplated by the Plan, validly issued, fully paid and non-assessable.

In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this opinion. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

Banc of California, Inc.

August 16, 2018

Page 2

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. The opinion expressed herein is a matter of professional judgment and is not a guarantee of result.

Very truly yours,

/s/ SILVER, FREEDMAN, TAFF & TIERNAN LLP

SILVER, FREEDMAN, TAFF & TIERNAN LLP

Exhibit 10.17A

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

ISO NO.

This Option is granted pursuant to this Incentive Stock Option Agreement (the “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee an Incentive Stock Option (“Option”) to purchase, pursuant to the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of Shares (the “Option Shares”) of Common Stock at the price of $ per Share (the “Exercise Price”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Agreement. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date, (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 9 below.

2. Vesting of this Option . The Option Shares shall become vested and exercisable during the Exercise Period with respect to not more than the cumulative number of Option Shares set forth below on or after the date(s) indicated:


Option Shares Exercisable		Date Exercisable

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such

other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

4. Delivery and Registration of Shares . The Company’s obligation to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine necessary or advisable, and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

5. Nontransferability of this Option . Except as otherwise permitted by the Code or the regulations thereunder, this Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than, for no value or consideration by will or by the laws of descent and distribution. This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person

to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person acting with the legal authority of the Optionee or to whom this Option is transferred in accordance with this Section 5.

6. Termination of Employment . The treatment of this Option upon and following a Termination of Employment of the Optionee shall be as and to the extent provided in Section 5(j) of the Plan. In no event shall this Option be exercisable following the Expiration Date.

7. Notice of Sale . The Optionee or any person to whom this Option or the Option Shares shall have been transferred pursuant to Section 5 promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (i) two years from the Grant Date or (ii) one year from the date of exercise of this Option. Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 12 below.

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

9. Effect of Change in Control . The treatment of this Option upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

10. Stockholder Rights not Granted by this Option . The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company. The Optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

11. Withholding Tax . The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Optionee’s FICA obligation) required by law to be withheld with respect to this Option.

12. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the

service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

13. Clawback . Any Shares or cash proceeds received in respect of the Option granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) 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, including, without limitation, the Company’s Incentive Compensation Recoupment Policy, if applicable to the Optionee.

14. Plan and Plan Interpretations as Controlling . This Option 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 final and conclusive upon the Optionee or the Optionee’s legal representatives with regard to any question arising hereunder or under the Plan.

15. Optionee 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 Optionee’s employment or service at any time, nor confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

16. Loss of Incentive Stock Option Status . If any portion of this Option shall fail, for any reason, to qualify as an “incentive stock option” under Section 422 of the Code (or any successor provision), it shall be treated as a Nonqualified Option under the Plan. The Optionee acknowledges that this Option will lose such qualification if: (a) this Option is exercised by the Optionee more than three months after the Optionee’s Termination of Employment (if and to the extent this Option is still then exercisable); or (b) the Option Shares acquired upon exercise of this Option are sold or otherwise disposed of within one of the time periods described in Section 7.

17. 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.

18. 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.

19. 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 Optionee 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 Option 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.

20. Optionee Acceptance; Counterparts . The Optionee shall signify his acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 12 above. This Agreement may be executed in 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]

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


BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

Exhibit 10.17B

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

(PERFORMANCE-BASED)

ISO NO.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing at the time[s] as provided in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date, (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 9 below.

2. Vesting of this Option . The Option Shares shall become vested and exercisable during the Exercise Period based on the level of achievement of the performance goal[s] specified in Annex A hereto (the “Performance Goal[s]”) during the performance period[s] specified in Annex A hereto (the “Performance Period[s]”). As soon as practicable following the end of the applicable Performance Period, the Committee shall determine (a) whether, and to what extent, the Performance Goal[s] for the Performance Period [has/have] been achieved, and (b) the extent to which the Option Shares have accordingly become vested and exercisable. Such determination shall be final, conclusive and binding on the Optionee and on all other persons.

This Option is subject to forfeiture until it vests. Except as otherwise provided herein, this Option will vest and become non-forfeitable on the date[s] the Committee certifies the achievement of the Performance Goal[s] in accordance with this Section 2, subject to (a) determination by the Committee of the achievement of the minimum threshold Performance Goal[s] for vesting set forth in Annex A hereto, and (b) the Optionee not experiencing a Termination of Employment prior to the date that the Committee certifies the achievement of the Performance Goal[s].

form prescribed by the Committee and directed to the address set forth in Section 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) and (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

5. Nontransferability of this Option . Except as otherwise permitted by the Code or the regulations thereunder, this Option may not be sold, transferred, pledged, assigned or

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otherwise alienated or hypothecated, other than, for no value or consideration by will or by the laws of descent and distribution. This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

6. Termination of Employment . [The treatment of this Option upon and following a Termination of Employment of the Optionee shall be as and to the extent provided in Section 5(j) of the Plan. In no event shall this Option be exercisable following the Expiration Date.]

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

9. Effect of Change in Control . [The treatment of this Option upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan.] Notwithstanding the foregoing, this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

12. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California

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92707. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

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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.

[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.


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

ANNEX A – PERFORMANCE-BASED VESTING SCHEDULE

Exhibit 10.17C

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED OPTION AGREEMENT

NQSO NO.

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee a Nonqualified Option (“Option”) to purchase, pursuant to the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of Shares (the “Option Shares”) of Common Stock at the price of $ per Share (the “Exercise Price”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Agreement. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 8 below.


Option Shares Exercisable		Date Exercisable

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to

the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) and (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

amended, and any successor thereto). This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

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

8. Effect of Change in Control . The treatment of this Option upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

9. Stockholder Rights not Granted by this Option . The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company. The Optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

10. Withholding Tax . The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Optionee’s FICA obligation) required by law to be withheld with respect to this Option.

11. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

12. Clawback . Any Shares or cash proceeds received in respect of the Option granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) 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, including, without limitation, the Company’s Incentive Compensation Recoupment Policy, if applicable to the Optionee.

13. Plan and Plan Interpretations as Controlling . This Option 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 final and conclusive upon the Optionee or the Optionee’s legal representatives with regard to any question arising hereunder or under the Plan.

14. Optionee 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 Optionee’s employment or service at any time, nor confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

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.

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 Optionee 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 Option 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. Optionee Acceptance; Counterparts . The Optionee shall signify his acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above. This Agreement may be executed in 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]

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


BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

Exhibit 10.17D

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED OPTION AGREEMENT

(PERFORMANCE-BASED)

NQSO NO.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing at the time[s] as provided in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 8 below.

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the

number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, and, if requested, the amount of any federal, state, local or foreign withholding taxes, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) and (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

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5. Nontransferability of this Option . This Option may not be sold, transferred, pledged assigned or otherwise alienated or hypothecated, other than, for no value or consideration: (i) by will or by the laws of descent and distribution, [or (ii) as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Optionee’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto)]. This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

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

11. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California

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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]

-5-

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


		BANC OF CALIFORNIA, INC.

By:
		ACCEPTED

		(Street Address)
		(City, State and Zip Code)

ANNEX A – PERFORMANCE-BASED VESTING SCHEDULE

Exhibit 10.17E

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED OPTION AGREEMENT

(FOR NON-EMPLOYEE DIRECTORS)

NQSO NO.

This Option is granted pursuant to this Nonqualified Option Agreement (the “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Optionee”), in accordance with the following terms and conditions, in connection with the Optionee’s service as a non-employee director of the Company and Banc of California, N.A. (the “Bank”):

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 8 below.

2. Vesting of this Option . Subject to Sections 6 and 8 below, the Option Shares shall become vested and exercisable during the Exercise Period with respect to not more than the cumulative number of Option Shares set forth below on or after the date(s) indicated:



Option Shares Exercisable		Date Exercisable

[100% of Option Shares]		[1 ^st anniversary of Grant Date]

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 10 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate

Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) and (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

5. Nontransferability of this Option . This Option may not be sold, transferred, pledged assigned or otherwise alienated or hypothecated, other than, for no value or consideration: (i) by will or by the laws of descent and distribution, or (ii) as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Optionee’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any

person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the terms “Termination of Employment” (as defined in the Plan) and “Qualifying Termination of Service” shall continue to refer to the Termination of Employment or Qualifying Termination of Service (as defined in Section 6 below) of the original Optionee.

6. Termination of Employment; Qualifying Termination of Service . The treatment of this Option upon and following a Termination of Employment of the Optionee shall be as and to the extent provided in Section 5(j) of the Plan; provided , however , that in the event of a Qualifying Termination of Service, regardless of whether such event also constitutes a Termination of Employment of the Optionee, the treatment of this Option shall be as and to the extent provided in this Section 6. In the event of a Qualifying Termination of Service, this Option, to the extent not theretofore vested, shall vest in full and shall remain exercisable at any time until the earlier of (A) the one (1) year anniversary date of such event and (B) the Expiration Date, subject to and conditioned upon the Optionee signing and delivering (and not revoking) to the Company a general release and waiver (substantially in the form attached as Exhibit A) (the “Release”) and provided that this Option shall not become exercisable to the extent it has previously been exercised or otherwise terminated.

A “Qualifying Termination of Service” shall be deemed to occur (i) upon the voluntary retirement or resignation of the Optionee as a director of the Company and the Bank, provided that written notice of retirement or resignation shall have been provided to the Company and the Bank (and a copy also provided to the Board of the Company) at least one (1) year (or such shorter period as the Board of the Company shall deem to be adequate under the then prevailing circumstances) in advance of the intended retirement or resignation date; (ii) upon the expiration of the Optionee’s term of service as a director if the Optionee shall not have been nominated by the Board of Directors of the Company for re-election as a director of the Company and the Bank, provided that such determination by the applicable board shall not have occurred for reasons of actual or alleged malfeasance, breach of fiduciary duty or other wrongdoing by the Optionee; or (iii) if nominated for re-election, upon the expiration of the Optionee’s term of service as a director of the Company and the Bank if the Optionee shall have not been re-elected by the Company’s stockholders.

(b) In consideration of the benefits conferred to the Optionee upon a Qualifying Termination of Service, in addition to signing and delivering the Release, the Optionee hereby agrees as follows:

(i)

The Optionee 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 have been obtained by the Optionee during the

Optionee’s service with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Optionee in violation of this Agreement).During the one-year period following a Qualifying Termination of Service (the “Restricted Period”), the Optionee 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.

The Optionee acknowledges that the Company would be irreparably injured by a violation of this Section 6(b)(i) and the Optionee or the Company, as applicable, agrees that the Company or the Optionee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Optionee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 6(b)(i).

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 6(b)(i), is intended to prohibit the Optionee and the Optionee is not prohibited from reporting possible violations of law to, filing charges with, or making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission (the “SEC”), National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any self-regulatory agencies such as the SEC or federal, state or local governmental agencies having jurisdiction over the Company or any of its affiliates (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, the Optionee does not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify the Company that he or she has engaged in any such communications or made any such reports or disclosures. In addition, the Optionee is hereby notified that 18 U.S.C. § 1833(b)(1) states as follows:

“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that-(A) is made-(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

Accordingly, notwithstanding anything to the contrary in this Agreement, the Optionee understands that he or she has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Optionee understands that he or she also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. The Optionee understands and acknowledges that nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

(ii)

During the Restricted Period, the Optionee shall not, directly or indirectly, solicit or encourage any person to leave his or her employment with the Company or any of its subsidiaries or assist in any way with the hiring of any Company employee (or any employee of any of the Company’s subsidiaries) by any other business.

The Optionee acknowledges that the Company would be irreparably injured by a violation of this Section 6(b)(ii) and the Optionee or the Company, as applicable, agrees that the Company or the Optionee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Optionee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 6(b)(ii).

(iii)

For a period of at least one year following a Qualifying Termination of Service, the Optionee agrees to be available, solely in an advisory capacity and for no further compensation, to the Board of Directors of the Company to consult with as reasonably requested by such board.

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

8. Effect of Change in Control . Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control, this Option, to the extent not theretofore vested, shall vest in full; provided, however, that this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

10. Withholding Tax . Upon exercise of any vested portion of this Option (or at any such earlier time, if any, that an election is made by the Optionee under Section 83(b) of the Code, or any successor provision thereto), the Company may require the Optionee to remit to the Company an amount sufficient to cover any applicable withholding taxes.

Option 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.

[Signature page follows]

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


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

Exhibit A

GENERAL RELEASE

In consideration of the benefits conferred to (the “Optionee”) under the Nonqualified Option Agreement, dated as of , 20 (the “Agreement”), by and between the Optionee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Optionee for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age [(including the Age Discrimination in Employment Act of 1967)] ¹ , national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Optionee’s service through the date of such Qualifying Termination of Service or termination of such service, which the Optionee and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “Execution Date”).

[The Optionee acknowledges that: (i) this entire General Release is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this General Release; (iii) he was given a period of [forty-five][twenty-one] days within which to consider this General Release; and (iv) to the extent he executes this General Release before the expiration of the [forty-five][twenty one]-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Optionee shall have the right to cancel and revoke this General Release during a period of seven days following the Execution Date, and this General Release shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this General Release, the Optionee shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this General Release shall be null and void and of no further force or effect.] ²

3.	Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of the Company set forth in the Agreement or other obligations

¹ Only if ADEA is applicable.

² Only if ADEA is applicable.

A-1

that, in each case, by their terms, are to be performed after the date hereof (including, without limitation, obligations to the Optionee under any other stock option, stock award or agreements or obligations under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); obligations to indemnify the Optionee respecting acts or omissions in connection with the Optionee’s service as a director, officer or employee of the Affiliated Entities; obligations with respect to insurance coverage under any of the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies; or any right the Optionee may have to obtain contribution in the event of the entry of judgment against the Optionee as a result of any act or failure to act for which both the Optionee and any of the Affiliated Entities are jointly responsible.

4.	This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of laws.

The Optionee represents and warrants that he is not aware of any claim by him other than the claims that are released by this General Release. The Optionee further acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and the Optionee’s decision to enter into it. Nevertheless, the Optionee hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Optionee hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code Section 1542, which provides as follows:

6.	“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.”

7.	Being aware of such provisions of law, the Optionee agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect in any other jurisdiction determined by a court of competent jurisdiction to apply.

It is the intention of the parties hereto that the provisions of this General Release shall be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability or the modification to conform with such laws or public policies of any provision hereof shall not render unenforceable or impair the remainder of the General Release. Accordingly, if any provision shall be determined to be invalid or unenforceable either in whole or in part, this General Release shall be deemed amended to delete or modify as necessary the invalid or unenforceable provisions to alter the balance of this General Release in order to render the same valid and enforceable.

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9.	This General Release may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to the General Release.

10.

In the event of the breach or a threatened breach by the Optionee of any of the provisions of this General Release, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof without posting a bond or other security.

11.	Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

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

BANC OF CALIFORNIA, INC.

By:

[name]

[title]

OPTIONEE

Voluntarily Agreed to and Accepted this

day of 20

[ ]

A-3

Exhibit 10.17F

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

RS No.

1. Share Award . The Company hereby awards to the Grantee Shares of restricted Common Stock pursuant to the Banc of California, Inc. 2018 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 which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in Section 3 or Section 8 of this Agreement, during the period commencing on the date of this Agreement and terminating on the last date on which the Shares vest, as provided below (the “Restricted Period”), Shares with respect to which the Restricted Period has not lapsed may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee. Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “Vested.”


Date of Vesting		Number of Shares Vested

3. Termination of Employment . Upon the Grantee’s Termination of Employment for any reason other than due to death or Disability, the outstanding Shares of Restricted Stock shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, all restrictions relating to such Restricted Stock shall lapse as of the date of

such Termination of Employment and the Restricted Stock shall become fully Vested as of such date.

4. Issuance of the Shares . Promptly after the date of this Agreement, the Company shall recognize the Grantee’s ownership of the Shares through (i) 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 (ii) the issuance of a certificate representing the 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. 2018 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., 3 MacArthur Place, Santa Ana, California 92707.”

The Grantee agrees that simultaneously with the execution of this Agreement, the Grantee shall execute the stock power attached hereto 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 dividends and other distributions paid on the Shares and the right to vote such Shares; provided, however, that dividends and other distributions paid on the Shares during the Restricted Period shall be accumulated and deferred but remain subject to Vesting to the same extent as the Shares and shall only be paid at the time such Shares Vest. 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. Vesting . Upon Shares becoming Vested, the Company shall release such Shares to the Grantee (i) 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, (ii) 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 above), or (iii) 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 . The treatment of these Shares upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan.

Notwithstanding the foregoing, no Shares which have previously been forfeited shall thereafter become Vested.

9. Delivery and Registration of Shares . The Company’s obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Grantee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable and (iii) obtaining any other consent, approval, or permit from any state or federal government agency which 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 (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) 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, including, without limitation, the Company’s Incentive Compensation Recoupment Policy, if applicable to the Grantee.

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 (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor provision thereto), the Company may withhold from any payment or distribution made hereunder sufficient Shares to cover any applicable withholding and employment taxes, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold with respect to such dividend payments, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes.

14. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707. 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 written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

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. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below, by signing the attached stock power, and by returning a signed copy hereof and of the attached stock power to the Company at the address set forth in Section 14 above. This Agreement may be executed in 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]

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


BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

Exhibit 10.17G

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

(PERFORMANCE-BASED)

RS No.

1. Share Award . The Company hereby awards to the Grantee shares of restricted Common Stock pursuant to the Banc of California, Inc. 2018 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” or the “Shares”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

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, Shares shall become vested based on the level of achievement of the performance goal[s] specified in Annex A hereto (the “Performance Goal[s]”) during the performance period[s] specified in Annex A hereto (the “Performance Period[s]”). As soon as practicable following the end of the applicable Performance Period, the Committee shall determine (a) whether, and to what extent, the Performance Goal[s] for the Performance Period [has/have] been achieved, and (b) the extent to which Shares have accordingly become vested. Such determination shall be final, conclusive and binding on the Grantee and on all other persons.

The Shares are subject to forfeiture until they vest. Except as otherwise provided herein, the Shares will vest and become non-forfeitable on the date[s] the Committee certifies the achievement of the Performance Goal[s] in accordance with this Section 2, subject to (a) determination by the Committee of the achievement of the minimum threshold Performance Goal[s] for vesting set forth in Annex A hereto, and (b) the Grantee not experiencing a

Termination of Employment prior to the date that the Committee certifies the achievement of the Performance Goal[s].

3. Termination of Employment . [Upon the Grantee’s Termination of Employment for any reason other than due to death or Disability, the outstanding Shares of Restricted Stock shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, all restrictions relating to such Restricted Stock shall lapse as of the date of such Termination of Employment and the Restricted Stock shall become fully Vested as of such date.]

“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. 2018 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., 3 MacArthur Place, Santa Ana, California 92707.”

6. Vesting . Upon Shares becoming vested, the Company shall release such Shares to the Grantee (i) 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, (ii) by delivering to the Grantee (or, if the Grantee is deceased, to the Grantee’s legal representative) a certificate

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issued in respect of such Shares (without any legend contemplated by Section 4 above), or (iii) 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 . The treatment of the Shares upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, no Shares which have previously been forfeited shall thereafter become vested.

13. Withholding Tax . Upon Shares becoming vested (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor

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provision thereto), the Company may withhold from any payment or distribution made hereunder sufficient Shares to cover any applicable withholding and employment taxes, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold with respect to such dividend payments, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes.

[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.


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

ANNEX A – PERFORMANCE-BASED VESTING SCHEDULE

Exhibit 10.17H

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

(FOR NON-EMPLOYEE DIRECTORS)

RS No.

Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the “Agreement”) on , 20 by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions, in connection with the Grantee’s service as a non-employee director of the Company [and Banc of California, N.A. (the “Bank”)]:

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in Section 3 or Section 8 of this Agreement, during the period commencing on the date of this Agreement and terminating on the [last] date on which the Shares vest, as provided below (the “Restricted Period”), Shares with respect to which the Restricted Period has not lapsed may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee. Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “Vested.”



Date of Vesting		Number of Shares Vested

[100% of Shares]		[1 ^st anniversary of Grant Date]

3. Termination of Employment; Qualifying Termination of Service . Upon the Grantee’s Termination of Employment for any reason other than due to death, Disability or a Qualifying Termination of Service (as defined below), the outstanding Shares of Restricted Stock shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, all restrictions relating to such Restricted Stock shall lapse as of the date of such Termination of Employment and the Restricted Stock shall become fully Vested as of such

date. In the event of a Qualifying Termination of Service of the Grantee, regardless of whether such event constitutes a Termination of Employment of the Grantee, all restrictions relating to such Restricted Stock shall lapse as of the date of such Qualifying Termination of Service and the Restricted Stock shall become fully Vested as of such date, subject to and conditioned upon the Grantee signing and delivering (and not revoking) to the Company a general release and waiver (substantially in the form attached as Exhibit A) (the “Release”). Notwithstanding the foregoing, no shares which have previously been forfeited shall thereafter become Vested.

A “Qualifying Termination of Service” shall be deemed to occur (i) upon the voluntary retirement or resignation of the Grantee as a director of the Company [and the Bank], provided that written notice of retirement or resignation shall have been provided to the Company [and the Bank] (and a copy also provided to the Board of the Company) at least one (1) year (or such shorter period as the Board of the Company shall deem to be adequate under the then prevailing circumstances) in advance of the intended retirement or resignation date; (ii) upon the expiration of the Grantee’s term of service as a director of the Company [and the Bank] if the Grantee shall not have been nominated by the Board of Directors of the Company for re-election, provided that such determination by the applicable board shall not have occurred for reasons of actual or alleged malfeasance, breach of fiduciary duty or other wrongdoing by the Grantee; or (iii) if nominated for re-election, upon the expiration of the Grantee’s term of service as a director of the Company [and the Bank] if the Grantee shall have not been re-elected by the Company’s stockholders.

(b) In consideration of the benefits conferred to the Grantee upon a Qualifying Termination of Service, in addition to signing and delivering the Release, the Grantee hereby agrees as follows:

(i)

The Grantee 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 have been obtained by the Grantee during the Grantee’s service with the Company or any of its affiliated companies and which shall not be or become public knowledge (other than by acts by the Grantee in violation of this Agreement). During the one-year period following a Qualifying Termination of Service (the “Restricted Period”), the Grantee 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.

The Grantee acknowledges that the Company would be irreparably injured by a violation of this Section 3(b)(i) and the Grantee or the Company, as applicable, agrees that the Company or the Grantee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Grantee or the Company (including its officers and

-2-

directors), as applicable, from any actual or threatened breach of this Section 3(b)(i).

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 3(b)(i), is intended to prohibit the Grantee and the Grantee is not prohibited from reporting possible violations of law to, filing charges with, or making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission (the “SEC”), National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any self-regulatory agencies such as the SEC or federal, state or local governmental agencies having jurisdiction over the Company or any of its affiliates (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, the Grantee does not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify the Company that he or she has engaged in any such communications or made any such reports or disclosures. In addition, the Grantee is hereby notified that 18 U.S.C. § 1833(b)(1) states as follows:

Accordingly, notwithstanding anything to the contrary in this Agreement, the Grantee understands that he or she has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Grantee understands that he or she also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. The Grantee understands and acknowledges that nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

(ii)

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any Company employee (or any employee of any of the Company’s subsidiaries) by any other business.

The Grantee acknowledges that the Company would be irreparably injured by a violation of this Section 3(b)(ii) and the Grantee or the Company, as applicable, agrees that the Company or the Grantee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Grantee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 3(b)(ii).

(iii)

For a period of at least one year following a Qualifying Termination of Service, the Grantee agrees to be available, solely in an advisory capacity and for no further compensation, to the Board of Directors of the Company to consult with as reasonably requested by such board.

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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 . Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control, the Shares, to the extent not theretofore Vested, shall vest in full; provided, however, that no Shares which have previously been forfeited shall thereafter become Vested.

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

-5-

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. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707. 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 written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

14. 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.

15. 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.

16. 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.

17. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below, by signing the attached stock power, and by returning a signed copy hereof and of the attached stock power to the Company at the address set forth in Section 13 above. This Agreement may be executed in 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.


		BANC OF CALIFORNIA, INC.
By:
		ACCEPTED

		(Street Address)
		(City, State and Zip Code)

Exhibit A

GENERAL RELEASE

In consideration of the benefits conferred to (the “Grantee”) under the Restricted Stock Agreement, dated as of , 20 (the “Agreement”), by and between the Grantee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Grantee for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age [(including the Age Discrimination in Employment Act of 1967)] ¹ , national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Grantee’s service through the date of such Qualifying Termination of Service or termination of such service, which the Grantee and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “Execution Date”).

[The Grantee acknowledges that: (i) this entire General Release is written in a manner calculated to be understood by him; (ii) he has been advised to consult with an attorney before executing this General Release; (iii) he was given a period of [forty-five][twenty-one] days within which to consider this General Release; and (iv) to the extent he executes this General Release before the expiration of the [forty-five][twenty one]-day period, he does so knowingly and voluntarily and only after consulting his attorney. The Grantee shall have the right to cancel and revoke this General Release during a period of seven days following the Execution Date, and this General Release shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this General Release, the Grantee shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this General Release shall be null and void and of no further force or effect.] ²

3.	Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of the Company set forth in the Agreement or other obligations

¹ Only if ADEA is applicable.

² Only if ADEA is applicable.

that, in each case, by their terms, are to be performed after the date hereof (including, without limitation, obligations to the Grantee under any other stock award, stock option or agreements or obligations under any pension plan or other benefit or deferred compensation plan, all of which shall remain in effect in accordance with their terms); obligations to indemnify the Grantee respecting acts or omissions in connection with the Grantee’s service as a director, officer or employee of the Affiliated Entities; obligations with respect to insurance coverage under any of the Affiliated Entities’ (or any of their respective successors) directors’ and officers’ liability insurance policies; or any right the Grantee may have to obtain contribution in the event of the entry of judgment against the Grantee as a result of any act or failure to act for which both the Grantee and any of the Affiliated Entities are jointly responsible.

4.	This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of laws.

The Grantee represents and warrants that he is not aware of any claim by him other than the claims that are released by this General Release. The Grantee further acknowledges that he may hereafter discover claims or facts in addition to or different than those which he now knows or believes to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and the Grantee’s decision to enter into it. Nevertheless, the Grantee hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Grantee hereby expressly waives any and all rights and benefits confirmed upon him by the provisions of California Civil Code Section 1542, which provides as follows:

6.	“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.”

7.	Being aware of such provisions of law, the Grantee agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect in any other jurisdiction determined by a court of competent jurisdiction to apply.

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9.	This General Release may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to the General Release.

10.

In the event of the breach or a threatened breach by the Grantee of any of the provisions of this General Release, the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof without posting a bond or other security.

11.	Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

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


BANC OF CALIFORNIA, INC.



By:


[name]
[title]

GRANTEE

Voluntarily Agreed to and Accepted this

day of 20

[ ]

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Exhibit 10.17I

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

RSU No.

Restricted Stock Units are hereby awarded pursuant to this Restricted Stock Unit Agreement (this “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions:

1. Award . The Company hereby awards to the Grantee Restricted Stock Units (“RSUs”), with each RSU representing the right to receive one share of Common Stock, pursuant to the Banc of California, Inc. 2018 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. A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

2. Restrictions on Transfer; Vesting . When vested, each RSU will entitle the Grantee to receive one share of Common Stock. The RSUs may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except upon the death of the Grantee, by will or by the laws of descent and distribution.

Except as otherwise provided in Section 3 of this Agreement, provided that the Grantee is serving as a director, officer, employee or consultant of the Company or any Subsidiary or Affiliate as of the date of vesting, the RSUs shall become vested in accordance with the following schedule:


Date of Vesting		Number of RSUs Vested

3. Termination of Employment . Upon the Grantee’s Termination of Employment for any reason other than due to death or Disability, any unvested RSUs shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, the RSUs, if not theretofore vested, shall vest in full as of the date of such Termination of Employment.

4. Grantee’s Rights . The Grantee shall have no voting rights or other rights of a stockholder with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are issued to the Grantee in payment of the RSUs; provided, however, that subject to all limitations provided in this Agreement and the Plan, the Grantee shall have the right to receive an amount equal to all dividends and other distributions paid on the shares of Common Stock underlying the RSUs prior to the vesting of such RSUs; provided, further, that such amount shall be accumulated and deferred but remain subject to vesting to the same extent as set forth in Section 2 above and shall only be paid at the time such RSUs vest.

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5. Payment of Award . An RSU that has vested (“Vested RSU”) shall be paid in the form of a share of Common Stock, as of the earliest to occur of the following: (A) the applicable scheduled vesting date set forth in Section 2 above (“Scheduled Vesting Date”), or (B) the date of Grantee’s Termination of Employment due to death or Disability. Such payment shall be made as soon as practicable following the applicable Scheduled Vesting Date or the date of Termination of Employment due to death or Disability, but in no event later than thirty (30) days following the Scheduled Vesting Date or the date of Termination of Employment due to death or Disability.

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

7. Effect of Change in Control . The treatment of the RSUs upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, no RSUs which have previously been forfeited shall thereafter become Vested RSUs.

8. Delivery and Registration of Shares . The Company’s obligation to deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Grantee, or any other person to whom such shares are to be delivered, is acquiring such shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any shares of Common Stock hereunder prior to (i) the listing or approval for listing upon notice of issuance of the shares on the Applicable Exchange, (ii) any registration or other qualification of such shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable and (iii) obtaining any other consent, approval, or permit from any state or federal government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

9. Plan and Plan Interpretations as Controlling . The RSUs 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.

10. Clawback . All RSUs granted pursuant to this Agreement and all shares of Common Stock issued hereunder shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) 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, including, without limitation, the Company’s Incentive Compensation Recoupment Policy, if applicable to the Grantee.

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11. 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.

12. Withholding Tax . Upon the vesting of the RSUs, the Company may withhold from any payment or distribution made hereunder sufficient shares of Common Stock to cover any applicable withholding and employment taxes, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes.

16. 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 RSUs granted hereunder or shares of Common Stock issued 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.

17. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 13 above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but 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.

18. Section 409A . The RSUs are intended to comply with the short-term deferral exemption from Section 409A of the Code, and to the extent they do not so comply are intended

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to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with this intention.

[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.


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

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Exhibit 10.17J

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

PERFORMANCE UNIT AGREEMENT

PUA No.

A Performance Unit is hereby awarded pursuant to this Performance Unit Agreement (this “Agreement”) on , 20 (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions:

1. Award . Pursuant to the Banc of California, Inc. 2018 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 Company hereby awards to the Grantee a Performance Unit (the “Performance Unit”). The Performance Unit represents the opportunity to earn an amount, payable by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of the Company’s common stock, par value $0.01 per share (“Shares”), or a combination thereof, based on the level of achievement during the Performance Period of the Performance Goal[s] as set forth in Annex A hereto. A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

2. Performance Period . For purposes of this Agreement, the “Performance Period” shall be the period beginning on , 20 and ending on , 20 .

3. Performance Goal[s]. The amount earned by the Grantee for the Performance Period will be determined following the end of the Performance Period based on the level of achievement of the Performance Goal[s] in accordance with Annex A hereto. [Promptly following completion of the Performance Period (and no later than [forty-five (45) days/[ALTERNATIVE PERIOD]] following the end of the Performance Period)] OR [As soon as practicable following the end of the Performance Period ] , the Committee shall determine (a) whether, and to what extent, the Performance Goal[s] for the Performance Period [has/have] been achieved, and (b) the amount earned by the Grantee under the Performance Unit. Such determination shall be final, conclusive and binding on the Grantee and on all other persons.

4. Restrictions on Transfer . Neither the Performance Unit, nor any interest therein, may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee, except upon the death of the Grantee, by will or by the laws of descent and distribution.

5. Vesting . The Performance Unit is subject to forfeiture until it vests. Except as otherwise provided herein, the Performance Unit will vest and become non-forfeitable [on the last day of the Performance Period] OR [on the date the Committee certifies the achievement of the Performance Goal[s] in accordance with Section 3], subject to (a) determination by the Committee, pursuant to Section 3, of the achievement of the minimum threshold Performance

Goal[s] for payout set forth in Annex A hereto, and (b) the Grantee not experiencing a Termination of Employment prior to [the last day of the Performance Period] OR [the date that the Committee certifies the achievement of the Performance Goal[s]].

6. Termination of Employment . Upon the Grantee’s Termination of Employment prior to the vesting of the Performance Unit for any reason other than due to death or Disability, the Performance Unit shall become forfeited. In the event that the Grantee’s Termination of Employment prior to vesting is due to death or Disability, the Performance Unit will vest as and to the extent provided in Section 5 notwithstanding such Termination of Employment. The amount earned, if any, with respect the Performance Unit shall be paid at the time specified in Section 8.

7. Grantee’s Rights as Stockholder . The Grantee shall have no voting rights or other rights of a stockholder with respect to any Shares that may be issuable to the Grantee upon payment of the Performance Unit unless and until such Shares are actually issued to the Grantee; provided, however, that subject to all limitations provided in this Agreement and the Plan, the Grantee shall have the right to receive an amount equal to all dividends and other distributions paid, prior to payment of the Performance Unit, on such number of shares of Common Stock, if any, underlying the Performance Unit corresponding to the actual level of performance during the Performance Period but not to exceed, solely for purposes of this Section 7, the number of Shares issuable at the target (100%) level of performance as set forth in Annex A hereto; provided, further, that such amount shall be accumulated and deferred but remain subject to payment of the Performance Unit at the time set forth in Section 8 below and shall only be paid at the time such Shares are actually issued to the Grantee.

8. Payment of Performance Unit . Payment in respect of the Performance Unit for the amount earned, if any, for the Performance Period shall be made to the Grantee in such property as the Committee shall determine, including, without limitation, cash, Shares or a combination thereof, as soon as practicable following the vesting date [but no later than March 15 ^th of the year following the year in which the Performance Unit vested] OR [but no later than 30 days following the vesting date].

9. Adjustments . In the event of a Corporate Transaction or Share Change, the number of Shares, if any, issuable upon payment of the Performance Unit shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

10. Effect of Change in Control . The treatment of the Performance Unit upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan.

11. Delivery and Registration of Shares . To the extent the Company becomes obligated to deliver Shares hereunder, such obligation shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Grantee, or any other person to whom such Shares are to be delivered, is acquiring such Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable and (iii) obtaining any other consent, approval, or permit from any state or federal government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

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12. Plan and Plan Interpretations as Controlling . The Performance Unit 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 and all other persons with regard to any question arising hereunder or under the Plan.

13. Clawback . The Performance Unit granted pursuant to this Agreement and all amounts paid hereunder shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) 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, including, without limitation, the Company’s Incentive Compensation Recoupment Policy, if applicable to the Grantee.

14. 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.

15. Withholding Tax . The Company may withhold from any payment or distribution made hereunder cash and/or Shares (to the extent the Performance Unit is paid in Shares), sufficient to cover any applicable withholding and employment taxes, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes.

16. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Plan, Santa Ana, California 92707. 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 written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

19. 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 Performance Unit 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

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of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

20. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 16 above. This Agreement may be executed in 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.

21. Section 409A . The Performance Unit is intended to comply with the short-term deferral exemption from Section 409A of the Code, and to the extent it does not so comply is intended to comply with Section 409A of the Code.

[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.


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

ANNEX A TO PERFORMANCE UNIT AGREEMENT


Value of Performance Unit at Target Level of Performance:		$

Value of Performance Unit at Minimum Level of Performance:		$

Value of Performance Unit at Maximum Level of Performance:		$

Performance Goal[s] (including target, minimum and maximum levels of achievement):

Methodology for Calculating Amount Earned Under Performance Unit:

Exhibit 10.17K

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

(FOR NON-EMPLOYEE DIRECTORS)

RSU No.

Restricted Stock Units are hereby awarded pursuant to this Restricted Stock Unit Agreement (this “Agreement”) on , 20 by Banc of California, Inc., a Maryland corporation (the “Company”), to (the “Grantee”), in accordance with the following terms and conditions:

Except as otherwise provided in Section 3 or Section 8 of this Agreement, provided that the Grantee is serving as a director, officer, employee or consultant of the Company or any Subsidiary or Affiliate as of the date of vesting, the RSUs shall become vested in accordance with the following schedule:



Date of Vesting		Number of RSUs Vested

[100% of RSU]		[1 ^st anniversary of the grant date]

3. Termination of Employment; Qualifying Termination of Service . (a) Upon the Grantee’s Termination of Employment for any reason other than due to death, Disability or a Qualifying Termination of Service (as defined below), any unvested RSUs shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, the RSUs, if not theretofore vested, shall vest in full as of the date of such Termination of Employment. In the event of a Qualifying Termination of Service of the Grantee, regardless of whether such event constitutes a Termination of Employment of the Grantee, the RSUs, if not theretofore vested, shall vest in full as of such date, subject to and conditioned upon the Grantee signing and delivering (and not revoking) to the Company a

general release and waiver (substantially in the form attached as Exhibit A) (the “Release”). Notwithstanding the foregoing, no RSUs which have previously been forfeited shall thereafter become vested.

A “Qualifying Termination of Service” shall be deemed to occur (i) upon the voluntary retirement or resignation of the Grantee as a director of the Company, provided that written notice of retirement or resignation shall have been provided to the Company at least one (1) year (or such shorter period as the Board shall deem to be adequate under the then prevailing circumstances) in advance of the intended retirement or resignation date; (ii) upon the expiration of the Grantee’s term of service as a director of the Company if the Grantee shall not have been nominated by the Board for re-election, provided that such determination by the Board shall not have occurred for reasons of actual or alleged malfeasance, breach of fiduciary duty or other wrongdoing by the Grantee; or (iii) if nominated for re-election, upon the expiration of the Grantee’s term of service as a director of the Company if the Grantee shall have not been re-elected by the Company’s stockholders.

(b) In consideration of the benefits conferred to the Grantee upon a Qualifying Termination of Service, in addition to signing and delivering the Release, the Grantee hereby agrees as follows:

(i)

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violations of law to, filing charges with, or making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission (the “SEC”), National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any self-regulatory agencies such as the SEC or federal, state or local governmental agencies having jurisdiction over the Company or any of its affiliates (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, the Grantee does not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify the Company that he or she has engaged in any such communications or made any such reports or disclosures. In addition, the Grantee is hereby notified that 18 U.S.C. § 1833(b)(1) states as follows:

(ii)

During the Restricted Period, the Grantee shall not, directly or indirectly, solicit or encourage any person to leave his or her employment with the Company or any of its subsidiaries or assist in any way with the hiring of any Company employee (or any employee of any of the Company’s subsidiaries) by any other business.

The Grantee acknowledges that the Company would be irreparably injured by a violation of this Section 3(b)(ii) and the Grantee or the Company, as

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applicable, agrees that the Company or the Grantee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Grantee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 3(b)(ii).

(iii)

For a period of at least one year following a Qualifying Termination of Service, the Grantee agrees to be available, solely in an advisory capacity and for no further compensation, to the Board to consult with as reasonably requested by the Board.

5. Payment of Award . An RSU that has vested (“Vested RSU”) shall be paid in the form of a share of Common Stock, as of the earliest to occur of the following: (A) the applicable scheduled vesting date set forth in Section 2 above (“Scheduled Vesting Date”); (B) the date of a Change in Control as provided in Section 7 below; or (C) the date of the Grantee’s Termination of Employment due to death or Disability or the Grantee’s Qualifying Termination of Service. Such payment shall be made as soon as practicable following the applicable Scheduled Vesting Date, the date of the Change in Control or the date of Termination of Employment due to death or Disability or a Qualifying Termination of Service, but in no event later than thirty (30) days following the Scheduled Vesting Date, the date of the Change in Control or the date of Termination of Employment due to death or Disability or a Qualifying Termination of Service.

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

7. Effect of Change in Control . Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control, the RSUs, to the extent not theretofore vested, shall vest in full; provided, however, that no RSUs which have previously been forfeited shall thereafter become vested.

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under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any shares of Common Stock hereunder prior to (i) the listing or approval for listing upon notice of issuance of the shares on the Applicable Exchange, (ii) any registration or other qualification of such shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable and (iii) obtaining any other consent, approval, or permit from any state or federal government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

12. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 3 MacArthur Place, Santa Ana, California 92707. Any notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s current address according to the Company’s files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

13. 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.

14. 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.

15. 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

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RSUs granted hereunder or shares of Common Stock issued 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.

16. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 12 above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but 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.

17. Section 409A . The RSUs are intended to comply with the short-term deferral exemption from Section 409A of the Code, and to the extent they do not so comply are intended to comply with Section 409A of the Code. Notwithstanding anything herein to the contrary, this Award shall be interpreted, operated and administered in a manner consistent with the foregoing.

[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.


		BANC OF CALIFORNIA, INC.

By:

		ACCEPTED



		(Street Address)
		(City, State and Zip Code)

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Exhibit A

GENERAL RELEASE

In consideration of the benefits conferred to (the “Grantee”) under the Restricted Stock Unit Agreement, dated as of , 20 (the “Agreement”), by and between the Grantee and Banc of California, Inc. (the “Company”), upon a Qualifying Termination of Service (as defined in the Agreement), the Grantee for himself or herself, his or her heirs, administrators, representatives, executors, successors and assigns (collectively “Releasors”), does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and its subsidiaries, affiliates and divisions (the “Affiliated Entities”) and their respective predecessors and successors and their respective, current and former, trustees, officers, directors, partners, shareholders, agents, employees, consultants, independent contractors and representatives, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, remedies, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs) of any nature whatsoever, known or unknown, whether in law or equity and whether arising under federal, state or local law and in particular including any claim for discrimination based upon race, color, ethnicity, sex, age [(including the Age Discrimination in Employment Act of 1967)] ¹ , national origin, religion, disability, or any other unlawful criterion or circumstance, relating to the Grantee’s service through the date of such Qualifying Termination of Service or termination of such service, which the Grantee and Releasors had, now have, or may have in the future against each or any of the Releasees from the beginning of the world until the date hereof (the “Execution Date”).

[The Grantee acknowledges that: (i) this entire General Release is written in a manner calculated to be understood by him or her; (ii) he or she has been advised to consult with an attorney before executing this General Release; (iii) he or she was given a period of [forty-five][twenty-one] days within which to consider this General Release; and (iv) to the extent he or she executes this General Release before the expiration of the [forty-five][twenty one]-day period, he or she does so knowingly and voluntarily and only after consulting his or her attorney. The Grantee shall have the right to cancel and revoke this General Release during a period of seven days following the Execution Date, and this General Release shall not become effective, and no money shall be paid hereunder, until the day after the expiration of such seven-day period. The seven-day period of revocation shall commence upon the Execution Date. In order to revoke this General Release, the Grantee shall deliver to the Company, prior to the expiration of said seven-day period, a written notice of revocation. Upon such revocation, this General Release shall be null and void and of no further force or effect.] ²

3.	Notwithstanding anything else herein to the contrary, this General Release shall not affect: the obligations of the Company set forth in the Agreement or other obligations

¹ Only if ADEA is applicable.

² Only if ADEA is applicable.

A-1

4.	This General Release shall be construed, enforced and interpreted in accordance with and governed by the laws of the State of Maryland, without reference to its principles of conflict of laws.

The Grantee represents and warrants that he or she is not aware of any claim by him or her other than the claims that are released by this General Release. The Grantee further acknowledges that he or she may hereafter discover claims or facts in addition to or different than those which he or she now knows or believes to exist with respect to the subject matter of this General Release and which, if known or suspected at the time of entering into this General Release, may have materially affected this General Release and the Grantee’s decision to enter into it. Nevertheless, the Grantee hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts and the Grantee hereby expressly waives any and all rights and benefits confirmed upon him or her by the provisions of California Civil Code Section 1542, which provides as follows:

6.	“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.”

7.	Being aware of such provisions of law, the Grantee agrees to expressly waive any rights he or she may have thereunder, as well as under any other statute or common law principles of similar effect in any other jurisdiction determined by a court of competent jurisdiction to apply.

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9.	This General Release may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by both parties to the General Release.

10.

11.	Capitalized terms used but not defined herein shall have the meaning set forth in the Agreement.

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


BANC OF CALIFORNIA, INC.



By:


[name]
[title]

GRANTEE

Voluntarily Agreed to and Accepted this

day of 20

A-3

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Banc of California, Inc.:

We consent to the use of our reports dated February 28, 2018, with respect to the consolidated statements of financial condition of Banc of California, Inc. and subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, incorporated herein by reference.

/s/KPMG LLP

Irvine, California

August 16, 2018