As filed with the Securities and Exchange Commission on June 24, 2024
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BAYCOM CORP
(Exact name of registrant as specified in its charter)
California | | 37-1849111 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
500 Ygnacio Valley Road, Walnut Creek, California | | 94596 |
(Address of Principal Executive Offices) | | (Zip Code) |
BayCom Corp 2024 Omnibus Incentive Plan
(Full title of the plan)
Michael S. Sadow, Esquire
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.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by BayCom Corp, a California corporation (the “Company”), for the purpose of registering 500,000 shares of common stock, no par value, of the Company that may be issued under the BayCom Corp 2024 Omnibus Incentive Plan (the “Plan”).
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 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 this 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 Documents by Reference.
The following documents previously or concurrently filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, 2023; |
| (b) | The portions of the Company’s definitive proxy statement on Schedule 14A filed on April 26, 2024 that are incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023; |
| (c) | The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024; |
| (d) | The Company’s Current Reports on Form 8-K filed on January 19, 2024, February 22, 2024, March 6, 2024, March 29, 2024, May 24, 2024, and June 21, 2024; and |
| (e) | The description of the common stock, no par value, of the Company contained in the Company’s Registration Statement on Form 8-A filed on May 2, 2018, 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 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
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or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.
Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Company under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.
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: Corporate Secretary, BayCom Corp, 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596, telephone number (925) 476-1800.
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.
California General Corporation Law. Under Section 317 of the General Corporation Law of the California Corporations Code, or the CGCL, a California corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that he or she is or was an agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
In addition, a California corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders, provided that no indemnification shall be made for any of the following: (1) with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.
Section 317 of the CGCL also provides that to the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
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Except as provided in the immediately preceding paragraph, any indemnification under Section 317 shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above, by any of the following: (1) a majority vote of a quorum consisting of directors who are not parties to such proceeding, (2) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (3) approval of the shareholders (pursuant to Section 153 of the CGCL), with the shares owned by the person to be indemnified not being entitled to vote thereon, or (4) the court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.
Articles of Incorporation and Bylaws. BayCom’s articles of incorporation provide that the liability of the directors of BayCom for monetary damages shall be eliminated to the fullest extent permissible under California law. BayCom’s articles of incorporation and bylaws also provide that it is authorized to provide indemnification of agents (as defined in Section 317 of the CGCL) for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject to the limits of such excess indemnification set forth in Section 204 of the CGCL.
Insurance. BayCom has also obtained officers’ and directors’ liability insurance, which insures against liabilities that officers and directors may, in such capacities, incur. Section 317 of the CGCL provides that a California corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify the agent against that liability under CGCL Section 317.
Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
See Exhibit Index.
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;
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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. |
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INDEX TO EXHIBITS
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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 Walnut Creek, State of California, on June 24, 2024.
| BAYCOM CORP |
| |
| |
| By:/s/ George J. Guarini |
| George J. Guarini |
| President and Chief Executive Officer |
We, the undersigned officers and directors of BayCom Corp, hereby severally and individually constitute and appoint George J. Guarini and Keary L. Colwell, 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.
By: | /s/ George J. Guarini (Principal Executive Officer) | | Date: June 24, 2024 |
| | | |
By: | /s/ Lloyd W. Kendall Lloyd W. Kendall, Chairman of the Board | | Date: June 24, 2024 |
| | | |
By: | /s/ James S. Camp James S. Camp, Director | | Date: June 24, 2024 |
| | | |
By: | /s/ Harpreet S. Chaudhary Harpreet S. Chaudhary, Director | | Date: June 24, 2024 |
| | | |
By: | /s/ Robert G. Laverne, M.D. Robert G. Laverne, M.D., Director | | Date: June 24, 2024 |
| | | |
By: | /s/ Syvia L. Magid Syvia L. Magid, Director | | Date: June 24, 2024 |
| | | |
By: | /s/ Janet L. King Janet L. King, Director, Senior Executive Vice President and Chief Operating Officer | | Date: June 24, 2024 |
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| | | |
By: | /s/ Keary L. Colwell Keary L. Colwell, Director, Senior Executive Vice President, Chief Financial Officer and Corporate Secretary (Principal Financial and Accounting Officer) | | Date: June 24, 2024 |
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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 | | |
June 24, 2024
BayCom Corp
500 Ygnacio Valley Road, Suite 200
Walnut Creek, California 94596
Ladies and Gentlemen:
We have acted as special counsel to BayCom Corp, a California corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to 500,000 shares of the Company’s common stock, no par value (the “Common Stock”), to be offered pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (the “Plan”).
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 articles of incorporation and bylaws, resolutions of the Company’s Board of Directors and committees thereof, 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 have further assumed the accuracy of certifications of public officials, government agencies and departments, and corporate officers and other individuals on which we are relying, and have made no independent investigations thereof. In addition, we have 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, and that the agreements evidencing awards under the Plan will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms (subject to applicable bankruptcy, insolvency, moratorium, reorganization and other laws and legal principles affecting creditors’ rights).
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 foregoing opinion, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of California, 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.
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 or the rules and regulations of the 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 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of BayCom Corp, of our report dated March 15, 2024, relating to the consolidated financial statements of BayCom Corp and Subsidiary (the “Company”) and the effectiveness of internal control over financial reporting of the Company (which report expresses an unqualified opinion on the consolidated financial statements and the effectiveness of internal control over financial reporting and includes an explanatory paragraph relating to a change in the method of accounting for the allowance for credit losses), appearing in the Annual Report on Form 10-K of BayCom Corp for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP
Sacramento, California
June 24, 2024
BAYCOM CORP
2024 OMNIBUS INCENTIVE PLAN
INCENTIVE STOCK OPTION AGREEMENT
ISO NO. «Grant_Number»
This option, intended to qualify as an Incentive Stock Option under Section 422 of the Internal Revenue Code of 1986, as amended, is granted as of «Grant_Date» by BayCom Corp, a California corporation (the “Company”), to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Company hereby grants to the Optionee an Option (the “Option”) to purchase, pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of «Shares» shares (the “Option Shares”) of the Common Stock, no par value (“Common Stock”), of the Company at the price (the “Exercise Price”) of $«Exercise_Price» per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.
Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the “Exercise Period”) commencing on the date and to the extent it becomes vested as set forth below and ending at 5:00 p.m., Pacific time, on «Expiration_Date», such later time and date being hereinafter referred to as the “Expiration Date.” Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:
Vesting Date | Number of Shares Vesting |
| |
«Vest_Date1» | «Vest1» |
«Vest_Date2» | «Vest2» |
«Vest_Date3» | «Vest3» |
«Vest_Date4» | «Vest4» |
During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement. In the event this Option or any portion thereof fails to qualify as an Incentive Stock Option for any reason whatsoever, this Option or such portion thereof shall automatically be deemed a Non-Qualified Stock Option. For example, to the extent that this Option or any portion thereof becomes or remains exercisable after the expiration of three months following the Optionee’s termination of employment (other than by reason of death or Disability), this Option shall no longer qualify as an Incentive Stock Option but shall be deemed to be a Non-Qualified Stock Option for tax purposes.
2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by providing written notice to the Corporate Secretary of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option which remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice must 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) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal
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to the aggregate Exercise Price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the shares of Common Stock 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 jointly with right of survivorship. In lieu of issuing a certificate or certificates representing the shares of Common Stock 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.
3. Delivery and Registration of Shares of Common Stock. 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 as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other federal, state or local securities law or regulation. 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 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 admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.
4. Non-transferability of This Option. This Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated except (i) in the event of the death of the Optionee, to the person designated as the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by will or by the laws of descent and distribution, or (ii) as otherwise provided with respect to ISOs in Section 6.11 of the Plan. Unless transferred as permitted hereby, this Option is exercisable during the Optionee’s lifetime only by the Optionee. The provisions of this Option 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 to whom this Option is transferred as permitted hereby.
5. Termination of Employment or Service. Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or service as a Director or the Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have three months after such termination of employment or service as a Director to exercise this Option to the extent it is otherwise exercisable on the date of employment or service termination, but in no event later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.
In the event the Optionee’s employment or service as a Director is terminated by reason of death, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date or for one year after the date of the Optionee’s death, whichever period is shorter, by the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution.
In the event the Optionee’s employment or service as a Director is terminated by reason of Disability, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date, or for one year after the date that the Optionee’s employment or service as a Director is terminated by reason of Disability, whichever period is shorter. Should the Optionee die during the shorter of these two periods, exercisability of this Option by the Optionee’s Beneficiary (or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution) shall be permitted until the Expiration Date or for one year following the date of the Optionee’s death, whichever period is shorter.
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The Optionee acknowledges that if this Option is not exercised within three months following a termination of employment, then the Option will no longer qualify as an Incentive Stock Option. For purposes of clarification, if and so long as the Optionee is a Director following termination of employment as an Employee, this Option shall continue to vest and become exercisable, and shall remain exercisable, in accordance with its terms.
In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if the Optionee’s employment or service terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of three months after such termination of employment or service, but in no event later than the Expiration Date.
6. Regulatory, Recoupment and Holding Period Requirements. The Optionee acknowledges and agrees that this Option and the Optionee’s receipt of any Shares hereunder is subject to (a) such reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements as the Committee shall impose, in its absolute discretion, upon the occurrence of any of the following events: (i) termination of employment or service for Cause, (ii) fraudulent or illegal actions or other misconduct, (iii) violation of any Company and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct applicable to the Optionee, (iv) the breach of any confidentiality or other restrictive covenant that may apply to the Optionee, (v) other conduct by the Optionee that is detrimental to the business or reputation of the Company and/or its Subsidiaries or (vi) requirements of applicable laws, rules or regulations, and (b) any policies which the Company has adopted or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
7. Adjustments for Changes in Capitalization of the Company. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.
8. Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.
Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to the Optionee to replace this Option (the “Replaced Award”), this Option shall vest and be exercisable in full on the effective date of such Change in Control.
An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
(a) The Replacement Award has a value at least equal to the value of the Replaced Award;
(b) The Replacement Award relates to publicly traded equity securities of the Company or its successor in the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;
(c)The Replacement Award meets the requirements of Section 12.4 of the Plan; and
(d) The other terms and conditions of the Replacement Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 of this Agreement and Section 12.4 of the Plan).
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Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
9. Shareholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.
10. Withholding Tax. The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless the Optionee has made arrangements acceptable to the Company for the payment of such taxes.
11. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of BayCom Corp, 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s address noted below. 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. 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 of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the right of the Company or any of its affiliates to terminate the Optionee’s service as an officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option 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. To the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting or exercise rights contained in Sections 5 and 8, the terms of this Agreement shall control.
15. Electronic Signature. All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option. The Optionee’s electronic signature, including, without limitation, “click-through” acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Optionee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.
16. Notice of Sale. The Optionee or any person to whom this Option or the Option Shares shall have been transferred by will or by the laws of descent and distribution promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (a) two years from the date of grant of this Option or (b) 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 11 above.
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IN WITNESS WHEREOF, the parties hereto have caused this INCENTIVE STOCK OPTION AGREEMENT to be executed as of the date first above written.
| BAYCOM CORP
____________________________________________________________ Keary L. Colwell Senior Executive Vice President, Chief Financial Officer and Corporate Secretary |
|
ACCEPTED:
__________________________________________ |
| «Name of Optionee»
__________________________________________ (Street Address) |
|
___________________________________________ (City, State, and Zip Code) |
5
BAYCOM CORP
2024 OMNIBUS INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
NQSO NO. «Grant_Number»
This option, intended to be a Non-Qualified Stock Option, is granted as of «Grant_Date» by BayCom Corp, a California corporation (the “Company”), to «Full_Name» (the “Optionee”), in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Company hereby grants to the Optionee an Option (the “Option”) to purchase, pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of «Shares» shares (the “Option Shares”) of the Common Stock, no par value (“Common Stock”), of the Company at the price (the “Exercise Price”) of $«Exercise_Price» per share. A copy of the Plan, as currently in effect, is incorporated herein by reference, and either is attached hereto or has been delivered previously to the Optionee. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Plan.
Except as set forth in Section 5 below or Section 8 below, this Option shall be exercisable only during the period (the “Exercise Period”) commencing on the date and to the extent it becomes vested as set forth below and ending at 5:00 p.m., Pacific time, on «Expiration_Date», such later time and date being hereinafter referred to as the “Expiration Date.” Subject to Sections 5 and 8 below, this Option shall vest and become exercisable according to the following schedule:
Vesting Date | Number of Shares Vesting |
|
|
«Vest_Date1» | «Vest1» |
«Vest_Date2» | «Vest2» |
«Vest_Date3» | «Vest3» |
«Vest_Date4» | «Vest4» |
During the Exercise Period, to the extent vested, this Option shall be exercisable in whole at any time or in part from time to time subject to the provisions of this Agreement.
2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by providing written notice to the Corporate Secretary of the Company specifying the number of Option Shares to be purchased; provided however, that the minimum number of Option Shares which may be purchased at any time shall be 100, or, if less, the total number of Option Shares relating to this Option which remain un-purchased. The date of exercise is the date on which such notice is received by the Company. Such notice must 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) in cash or its equivalent (including cash or its equivalent paid through a broker-assisted exercise program), (ii) by tendering previously acquired shares of Common Stock having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by net exercise (a cashless exercise whereby the Company will reduce the number of Option Shares issuable upon exercise by the number of Shares having a Fair Market Value equal to the aggregate Exercise Price for the Option Shares to be purchased upon exercise), or (iv) by a combination of (i), (ii) and (iii). Promptly after such payment, subject to Section 3 below, the Company shall issue and deliver to the Optionee (or other person exercising this Option if the Option was transferred in accordance with Section 6.11 of the Plan and Section 4 below) a certificate or certificates representing the shares of Common Stock 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 jointly with right of survivorship. In lieu of issuing a certificate or certificates representing the shares of Common Stock so purchased, the Company may cause such shares to be credited to a book
1
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.
3. Delivery and Registration of Shares of Common Stock. 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 as to the investment intention of the Optionee or any other person to whom such shares are to be delivered pursuant to Section 6.8(a) of the Plan in the event of the death of the Optionee, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other federal, state or local securities law or regulation. 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 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 admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable.
4. Non-transferability of This Option. This Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated except (i) in the event of the death of the Optionee, to the person designated as the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by will or by the laws of descent and distribution, (ii) pursuant to a Qualified Domestic Relations Order, (iii) to a grantor trust if, under Code Section 671 and applicable state law, the Optionee is considered the sole beneficial owner of this Option while it is held by the trust or (iv) if allowed by the Committee, in its sole and absolute discretion, by gift to any member of the Optionee’s immediate family (as defined in Section 6.11 of the Plan) or to a trust for the benefit of the Optionee or one or more of the Optionee’s immediate family members. Unless transferred as permitted hereby, this Option is exercisable during the Optionee’s lifetime only by the Optionee. The provisions of this Option 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 to whom this Option is transferred as permitted hereby.
5. Termination of Employment or Service. Except as otherwise provided in this Section 5, if the Optionee voluntarily terminates employment or service as a Director or the Optionee’s employment is involuntarily terminated without Cause (including voluntary termination under circumstances constituting an involuntary termination or a resignation for good reason under an employment, severance or other agreement applicable to Optionee), then the Optionee shall have three months after such termination of employment or service as a Director to exercise this Option to the extent it is otherwise exercisable on the date of employment or service termination, but in no event later than the Expiration Date. If the Optionee is terminated for Cause, all rights under this Option shall expire immediately upon the giving to the Optionee of notice of such termination.
In the event the Optionee’s employment or service as a Director is terminated by reason of death, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date or for one year after the date of the Optionee’s death, whichever period is shorter, by the Optionee’s Beneficiary or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution.
In the event the Optionee’s employment or service as a Director is terminated by reason of Disability, any portion of this Option that is not exercisable as of the date of termination shall immediately become exercisable, and this Option shall remain exercisable until the Expiration Date, or for one year after the date that the Optionee’s employment or service as a Director is terminated by reason of Disability, whichever period is shorter. Should the Optionee die during the shorter of these two periods, exercisability of this Option by the Optionee’s Beneficiary (or, if no Beneficiary has been properly designated by the Optionee, by such other Person or Persons as shall have acquired the Optionee’s rights under this Option by will or by the laws of descent and distribution) shall be permitted until the Expiration Date or for one year following the date of the Optionee’s death, whichever period is shorter.
For purposes of clarification, if and so long as the Optionee (i) is a Director following termination of employment as an Employee or (ii) is an Employee following termination of service as a Director, this Option shall continue to vest and become exercisable, and shall remain exercisable, in accordance with its terms.
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In accordance with Section 8 below, the foregoing provisions of this Section 5 shall apply following a Change in Control to this Option or, if applicable, the Replacement Award (as defined in Section 8) which continues in effect after the Change in Control, provided, that if the Optionee’s employment or service terminates upon or after a Change in Control under circumstances constituting involuntary termination without Cause (as described above), then this Option, or, if applicable, the Replacement Award, shall become immediately exercisable (to the extent not already exercisable) and shall remain exercisable for a period of three months after such termination of employment or service, but in no event later than the Expiration Date.
6. Regulatory, Recoupment and Holding Period Requirements. The Optionee acknowledges and agrees that this Option and the Optionee’s receipt of any Shares hereunder is subject to (a) such reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements as the Committee shall impose, in its absolute discretion, upon the occurrence of any of the following events: (i) termination of employment or service for Cause, (ii) fraudulent or illegal actions or other misconduct, (iii) violation of any Company and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct applicable to the Optionee, (iv) the breach of any confidentiality or other restrictive covenant that may apply to the Optionee, (v) other conduct by the Optionee that is detrimental to the business or reputation of the Company and/or its Subsidiaries or (vi) requirements of applicable laws, rules or regulations, and (b) any policies which the Company has adopted or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
7. Adjustments for Changes in Capitalization of the Company. In the event of any corporate event or transaction (including, but not limited to, a change in the Shares of the Company or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, such adjustment shall be made in the number and class of shares covered by this Option and the Exercise Price of this Option as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights; and provided that the number of shares subject to this Option shall always be a whole number.
8. Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of the vesting and exercisability of the Option, except as provided in this Section 8.
Upon a Change in Control prior to the scheduled vesting date, except to the extent that another Award meeting the requirements of this Section 8 (a “Replacement Award”) is provided to the Optionee to replace this Option (the “Replaced Award”), this Option shall vest and be exercisable in full on the effective date of such Change in Control.
An Award shall meet the conditions of this Section 8 (and thereby qualify as a Replacement Award) if the following conditions are met:
(a) The Replacement Award has a value at least equal to the value of the Replaced Award;
(b) The Replacement Award relates to publicly traded equity securities of the Company or its successor in the Change the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;
(c) The Replacement Award meets the requirements of Section 12.4 of the Plan; and
(d) The other terms and conditions of the Replacement Award are not less favorable to the Optionee than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 5 of this Agreement and Section 12.4 of the Plan).
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the
3
conditions of this Section 8 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
9. Shareholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a shareholder of the Company or to notice of meetings of shareholders or to notice of any other proceedings of the Company.
10. Withholding Tax. The Company shall have the power and the right to deduct or withhold from shares of Common Stock issuable upon exercise of the Option, shares with a Fair Market Value equal to the amount sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld, unless the Optionee has made arrangements acceptable to the Company for the payment of such taxes.
11. Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of BayCom Corp, 500 Ygnacio Valley Road, Suite 200, Walnut Creek, California 94596. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s address noted below. 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. 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 of the Committee shall be binding and conclusive upon the Optionee or his legal representatives with regard to any question arising hereunder or under the Plan.
13. Optionee Service. Nothing in this Option shall limit the right of the Company or any of its affiliates to terminate the Optionee’s service as an officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Optionee.
14. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option 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. To the extent the terms of any employment, severance or other agreement to which the Optionee is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting or exercise rights contained in Sections 5 and 8, the terms of this Agreement shall control.
15. Electronic Signature. All references to signatures and delivery of documents in this Option may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Option. The Optionee’s electronic signature, including, without limitation, “click-through” acceptance of this Option through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Optionee’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Option.
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IN WITNESS WHEREOF, the parties hereto have caused this NON-QUALIFIED STOCK OPTION AGREEMENT to be executed as of the date first above written.
| BAYCOM CORP
____________________________________________________________ Keary L. Colwell Senior Executive Vice President, Chief Financial Officer and Corporate Secretary |
|
ACCEPTED:
__________________________________________ |
| «Name of Optionee»
__________________________________________ (Street Address) |
|
___________________________________________ (City, State, and Zip Code) |
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BAYCOM CORP
2024 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
[Time-based Vesting]
Date of Grant:
Participant:
Restricted Stock is hereby awarded as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
1.Share Award. The Company hereby awards to the Participant _____ shares (the “Shares”) of the common stock, no par value (“Common Stock”), of the Company.
2.Restrictions on Transfer; Vesting. Until the Shares become vested as provided in this Section 2 or in Sections 3 or 4 of this Agreement, the Shares may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant, except by will or the laws of descent and distribution in the event of the death of the Participant. The lapsing of the restrictions described above is sometimes referred to in this Agreement as “vesting.”
Subject to Section 3 of this Agreement, the restrictions described above shall lapse, and the Shares will vest, pursuant to the following schedule:
DateNumber of Shares
[Insert vesting schedule]
3.Termination of Service. If, prior to the final scheduled vesting date set forth in Section 2 above, the Participant’s employment or service with the Company or United Business Bank is terminated due to (a) death, (b) Disability, (c) involuntary termination other than for Cause or (d) the Participant’s resignation for good reason under an employment, severance or other agreement applicable to the Participant upon or after a Change in Control (each of (a), (b), (c) and (d), a “Qualifying Termination”), then all unvested Shares shall vest in full on the date of such Qualifying Termination. If the Participant’s employment or service is terminated for any reason that does not constitute a Qualifying Termination, then the unvested Shares shall be forfeited and returned to the Company; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment or service other than due to a
1
Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper.
4.Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of vesting of the Shares, except as provided in this Section 4.
Upon a Change in Control prior to the final scheduled vesting date set forth in Section 2 above, except to the extent that another award meeting the requirements of this Section 4 (a “Replacement Award”) is provided to the Participant to replace this award (the “Replaced Award”), the Shares shall vest in full on the effective date of such Change in Control.
An award shall meet the conditions of this Section 4 (and thereby qualify as a Replacement Award) if the following conditions are met:
(a)The award has a value at least equal to the value of the Replaced Award;
(b)The award relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;
(c)The award meets the requirements of Section 12.4 of the Plan; and
(d)The other terms and conditions of the award are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 3 above relating to vesting in the event of a Qualifying Termination and Section 12.4 of the Plan).
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
5.Certificates for the Shares. The Company shall issue stock certificates or evidence of the issuance of such Shares in book-entry form, in the name of the Participant, reflecting the number of Shares granted as set forth in Section 1. The Company shall retain these certificates or evidence of the issuance of Shares in book-entry form until the Shares represented thereby become vested. Prior to vesting, the Shares shall bear the following legend or stop transfer instruction:
The sale or other transfer of the shares of stock represented by this certificate or in book entry form, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer as set forth in the BayCom Corp 2024 Omnibus Incentive Plan and in a Restricted Stock Award Agreement dated ______, 20__. A copy of the Plan and such Restricted Stock Award Agreement may be obtained from the Corporate Secretary of BayCom Corp.
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The Participant agrees that simultaneously with his/her execution of this Agreement, he/she shall execute a stock power(s) endorsed in blank in favor of the Company with respect to the Shares and he/she shall promptly deliver such stock power to the Company.
6.Participant’s Rights; Dividends. The Participant, as owner of the Shares, shall have the rights of a shareholder to vote the Shares. Cash dividends paid on the Shares shall be paid to the Participant at the same time as they are paid to other holders of the Company’s Common Stock. If any dividends or distributions are paid in shares of Common Stock or other securities, such shares of Common Stock or other securities shall be subject to the same restrictions on transferability and forfeitability as the Shares with respect to which they were paid.
7.Vesting. Upon the vesting of the Shares, (a) the Company shall deliver to the Participant (or, in the event of a transfer of Shares by will or the laws of descent and distribution as permitted by Section 2 of this Agreement, the person to whom the transferred Shares are so transferred) the certificate or evidence of the issuance of such Shares in book-entry form in respect of such vested Shares and the related stock power held by the Company pursuant to Section 5 above, and (b) the Shares which shall have vested shall be free of the restrictions referred to in Section 2 above and the certificate or other evidence of issuance relating to such vested Shares shall not bear the legend or stop transfer instruction provided for in the first paragraph of Section 5 above.
8.Adjustments for Changes in Capitalization of the Company. In the event of any corporate event or transaction (including, but not limited to, a change in the shares of the Company’s Common Stock or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of shares of the Company’s Common Stock, exchange of shares of the Company’s Common Stock, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, such adjustment shall be made in the number and class of shares subject to this Agreement as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares covered by this Agreement shall always be a whole number.
9.Delivery and Registration of Shares of Common Stock. The Company’s obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Participant or any other person to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other federal, state or local securities regulation. Unless the foregoing representation is provided, the Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. The foregoing representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation.
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10.Participant Employment or Service. Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Participant’s employment or service, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Participant.
11.Withholding Tax. Upon the vesting of the Shares (or at any such earlier time, if any, that an election is made by the Participant under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto), the Company may withhold from any payment or distribution made under the Plan Shares with a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all dividends paid with respect to the Shares the amount of any taxes which the Company is required to withhold at the time such dividends are paid to the Participant pursuant to Section 6 of this Agreement.
12.Tax Election. The Participant understands that an election may be made under Section 83(b) of the Code if the Participant desires to accelerate the Participant’s tax obligation with respect to the Shares covered by this Agreement from the vesting date(s) of the Shares to the Date of Grant. If the Participant desires to make such election, the Participant must submit an election form to the Internal Revenue Service substantially in the form attached hereto within 30 days from the Date of Grant and provide a copy of the election form to the Corporate Secretary of the Company.
13.Regulatory, Recoupment and Holding Period Requirements. The Participant acknowledges and agrees that this award and the Participant’s receipt of any Shares hereunder are subject to (a) such reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements as the Committee shall impose, in its absolute discretion, upon the occurrence of any of the following events: (i) termination of employment or service for Cause, (ii) fraudulent or illegal actions or other misconduct, (iii) violation of any Company and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct applicable to the Participant, (iv) the breach of any confidentiality or other restrictive covenant that may apply to the Participant, (v) other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries or (vi) requirements of applicable laws, rules or regulations, and (b) any policies which the Company has adopted or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
14.Conformity with Plan. The grant of Shares is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Any inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, the Participant acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.
15.Electronic Signature. All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. The Participant’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Participant’s manual signature. Any such procedures and delivery may be
4
effected by a third party engaged by the Company to provide administrative services relating to this Agreement.
16.Entire Agreement. This Agreement and the terms of the Plan constitute the entire understanding between the Participant and the Company, and supersede all other agreements, whether written or oral, with respect to this award of Shares.
17.Participant Acceptance. The Participant shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided on the signature page and signing the attached stock power and returning signed copies of this Agreement and of the attached stock power to the Company. To the extent the terms of any employment, severance or other agreement to which the Participant is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2, 3 and 4, the terms of this Agreement shall control.
The undersigned Participant:
(a)Acknowledges that BayCom Corp is not providing the Participant with advice, warranties or representations regarding any of the legal or tax effects to the Participant with respect to this Agreement and that the Participant is encouraged to seek legal and tax advice from the Participant’s own legal and tax advisers as soon as possible;
(b)Acknowledges that the Participant is familiar with the terms of this Agreement and the Plan, that the Participant has been encouraged by BayCom Corp to discuss the Agreement and the Plan with the Participant’s own legal and tax advisers, and that the Participant agrees to be bound by the terms of this Agreement and the Plan;
(c)Acknowledges receipt of this Agreement and understands that all rights and obligations with respect to this Agreement are set forth in this Agreement and the Plan; and
(d)Acknowledges that as of the Date of Grant, this Agreement sets forth the entire understanding between the undersigned Participant and the Company and its affiliates regarding this Agreement and supersedes all prior oral and written agreements on that subject.
(Signatures contained on following page)
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first written above.
BAYCOM CORP
_________________________________________
Name:Keary L. Colwell
Title:Senior Executive Vice President,
Chief Financial Officer and
Corporate Secretary
ACCEPTED BY PARTICIPANT:
__________________________________________
(Signature)
__________________________________________
(Street Address)
__________________________________________
(City, State, and Zip Code)
6
DESIGNATION OF BENEFICIARIES
Date: ______________
Participant: ____________________
The Participant designates the following beneficiary or beneficiaries to exercise the rights pursuant to a Restricted Stock Award Agreement dated ___________________, to receive any Shares, cash or other property distributable upon the death of the Participant with respect to the Award granted pursuant to such Agreement.
NameRelationship Contact InformationPercentage
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
The Participant designates the foregoing individuals as beneficiaries to the Award under the Restricted Stock Award Agreement dated __________________ and attached hereto.
________________________________
Participant
7
STOCK POWER
For value received, I hereby authorize BayCom Corp (the “Company”) to hold __________ shares of the common stock of the Company (the “Shares”), representing all of the shares of common stock of the Company granted to me on ________, 20___ pursuant to a Restricted Stock Award Agreement (the “Agreement”), standing in my name on the books and records of the Company, [represented by Certificate No. _____,][in book-entry form], and do hereby irrevocably constitute and appoint the Corporate Secretary of the Company, with full power of substitution, to cause such Shares to be either (a) transferred to me on the books and records of the Company upon the vesting of such Shares, or (b) forfeited, in each case in accordance with the terms of the Agreement.
Name of Participant
Dated: ___________________________________
In the presence of:
8
83(b) ELECTION FORM
TO: Internal Revenue Service Center
[Address where the Participant files his or her personal income tax return]
ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF 1986
Taxpayer’s name: | |
Taxpayer’s address: | |
| |
Taxpayer’s Social Security Number ____ - __ - ____
Property with respect to which this Election is made: _________ shares of the common stock of BayCom Corp.
Date of Grant or Transfer: _________________.
Taxable Year for which Election is made: Calendar Year _____.
Nature of the Restrictions to which the Property is Subject: a vesting schedule pursuant to which the taxpayer will not be fully vested in the shares of common stock until ___________.
Aggregate Fair Market Value of the Shares as of the Date of Grant ($____ per share closing price x _________ shares): $___________.
Amount Paid for the Shares: $0.
A copy of this Election Form has been furnished to the Corporate Secretary of BayCom Corp.
DateSignature of Participant
If you reside in California or another community property state and have a spouse, please complete the following and have your spouse sign below:
DateSignature of Spouse
Social Security Number of SpouseName of Spouse
9
BAYCOM CORP
2024 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
[Time-based Vesting]
Date of Grant:
Participant:
This award of restricted stock units (“RSUs”) is granted as of the above Date of Grant by BayCom Corp, a California corporation (the “Company”), to the above-named Participant pursuant to the BayCom Corp 2024 Omnibus Incentive Plan (as the same may from time to time be amended, the “Plan”), and upon the terms and conditions and subject to the restrictions set forth in the Plan and hereinafter set forth. A copy of the Plan, as currently in effect, is incorporated herein by reference and either is attached hereto or has been delivered previously to the Participant. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
1.RSU Award. The Company hereby awards to the Participant ________ RSUs, with each RSU representing the right to receive one share of common stock, no par value (“Common Stock”), of the Company.
2.Restrictions on Transfer; Vesting. Until the RSUs become vested as provided in this Section 2 or in Sections 3 or 4 of this Agreement, the RSUs and the underlying shares of Common Stock may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant, except by will or the laws of descent and distribution in the event of the death of the Participant. The lapsing of the restrictions described above is sometimes referred to in this Agreement as “vesting.”
Subject to Sections 3 and 4 of this Agreement, the restrictions described above shall lapse, and the RSUs will vest, pursuant to the following schedule:
DateNumber of RSUs
[Insert vesting schedule]
When vested, each RSU will entitle the Participant to receive one share of Common Stock, together with any cash payable pursuant to the Dividend Equivalent Rights defined and described in Section 5 below.
3.Termination of Service. If, prior to the final scheduled vesting date set forth in Section 2 above, the Participant’s employment or service with the Company or United Business Bank is terminated due to (a) death, (b) Disability, (c) involuntary termination other than for Cause or (d) the Participant’s resignation for good reason under an employment, severance or other agreement applicable to the Participant upon or after a Change in Control (each of (a), (b), (c) and (d), a “Qualifying Termination”), then all unvested RSUs and related Dividend Equivalent Rights shall vest in full on the date of such Qualifying Termination. If the Participant’s employment or service is terminated for any reason that does not constitute a Qualifying Termination, then the unvested RSUs and related Dividend Equivalent Rights
1
shall be forfeited; provided, however, that the Committee, in its sole discretion, may, in the event of a termination of employment or service other than due to a Qualifying Termination or Cause, provide for the lapsing of such restrictions upon such terms and provisions as it deems proper.
4.Effect of Change in Control. A Change in Control shall not, by itself, result in acceleration of vesting of the RSUs, except as provided in this Section 4.
Upon a Change in Control prior to the final scheduled vesting date set forth in Section 2 above, except to the extent that another award meeting the requirements of this Section 4 (a “Replacement Award”) is provided to the Participant to replace this award (the “Replaced Award”), the RSUs shall vest in full on the effective date of such Change in Control.
An award shall meet the conditions of this Section 4 (and thereby qualify as a Replacement Award) if the following conditions are met:
(a)The award has a value at least equal to the value of the Replaced Award;
(b)The award relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control;
(c)The award meets the requirements of Section 12.4 of the Plan; and
(d)The other terms and conditions of the award are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control and the provisions of Section 3 above relating to vesting in the event of a Qualifying Termination and Section 12.4 of the Plan).
Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of a Replaced Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4 are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.
5.Participant’s Rights; Dividend Equivalent Rights. The Participant shall have no voting rights with respect to the shares of Common Stock underlying the RSUs unless and until such shares of Common Stock are issued to the Participant in payment of the RSUs. The Participant shall be entitled to receive an amount equal to any cash dividends that would have been paid on the shares of Common Stock underlying the RSUs (had such shares been issued and outstanding) between the Date of Grant and the date such vested RSU is paid (“Dividend Equivalent Rights”), which amount shall be paid in cash at the time the RSUs are paid under Section 6, or shall be forfeited at the time the RSUs are forfeited.
2
6.Payment of Award. Each RSU that has vested (“Vested RSU”) shall be paid in the form of a share of Common Stock as of the earliest vesting date set forth in Sections 2, 3 or 4 above (“Vesting Date”). Such payment shall be effective as of the applicable Vesting Date. The Company shall issue stock certificates or evidence of the issuance of the shares underlying the Vested RSUs in book-entry form, in the name of the Participant, reflecting the number of shares underlying the Vested RSUs. In addition, the Participant shall be entitled to receive a lump sum cash payment equal to the Dividend Equivalent Rights with respect to any Vested RSUs at the same time as the payment of shares underlying the Vested RSUs.
7.Adjustments for Changes in Capitalization of the Company. In the event of any corporate event or transaction (including, but not limited to, a change in the shares of the Company’s Common Stock or the capitalization of the Company), such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of shares of the Company’s Common Stock, exchange of shares of the Company’s Common Stock, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, such adjustment shall be made in the number and class of shares underlying the RSUs subject to this Agreement as shall be determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights, provided that the number of shares underlying the RSUs covered by this Agreement shall always be a whole number.
8.Delivery and Registration of Shares of Common Stock. 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 as to the investment intention of the Participant or any other person to whom such shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), or any other federal, state or local securities regulation. Unless the foregoing representation is provided, the Company shall not be required to deliver any shares of Common Stock under the Plan prior to (i) the admission of such shares to listing on any stock exchange or automated quotation system on which the shares of Common Stock may then be listed or quoted, and (ii) the completion of such registration or other qualification of such shares under any state or federal law, rule or regulation, as the Committee shall determine to be necessary or advisable. The foregoing representation requirement shall become inoperative upon a registration of such shares or other action eliminating the necessity of such representation under the Securities Act or other securities law or regulation.
9.Participant Employment or Service. Nothing in this Agreement shall limit the right of the Company or any Subsidiary to terminate the Participant’s employment or service, or otherwise impose upon the Company or any Subsidiary any obligation to employ or accept the services of the Participant.
10.Withholding Tax. Upon the vesting of the RSUs, the Company may withhold from any distribution of shares of Common Stock made under the Plan such number of shares that have a Fair Market Value sufficient to satisfy any applicable income, employment or other taxes required by law to be withheld. The Company shall have the right to deduct from all amounts paid with respect to Dividend Equivalent Rights on Vested RSUs the amount of any taxes which the Company is required to withhold (including with respect to the shares of Common Stock underlying the Vested RSUs) at the time such amounts are paid to the Participant pursuant to Section 6 of this Agreement.
11.Regulatory, Recoupment and Holding Period Requirements. The Participant acknowledges and agrees that this award and the Participant’s receipt of any shares of Common Stock or
3
cash in payment of Dividend Equivalent Rights hereunder are subject to (a) such reduction, cancellation, forfeiture or recoupment (clawback), delayed payment or holding period requirements as the Committee shall impose, in its absolute discretion, upon the occurrence of any of the following events: (i) termination of employment or service for Cause, (ii) fraudulent or illegal actions or other misconduct, (iii) violation of any Company and/or Subsidiary code of ethics, conflict of interest, insider trading or similar policy or code of conduct applicable to the Participant, (iv) the breach of any confidentiality or other restrictive covenant that may apply to the Participant, (v) other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries or (vi) requirements of applicable laws, rules or regulations, and (b) any policies which the Company has adopted or may adopt in furtherance of any Regulatory Requirements (including, but not limited to, the Dodd-Frank Wall Street Reform and Consumer Protection Act) or otherwise.
12.Conformity with Plan. The grant of RSUs is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Any inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. By executing and returning the enclosed copy of this Agreement, the Participant acknowledges his or her receipt of this Agreement and the Plan and agrees to be bound by all of the terms of this Agreement and the Plan.
13.Electronic Signature. All references to signatures and delivery of documents in this Agreement may be satisfied by procedures the Company has established or may establish from time to time for an electronic system for execution and delivery of any such documents, including this Agreement. The Participant’s electronic signature, including, without limitation, “click-through” acceptance of this Agreement through a website maintained by or on behalf of the Company, is the same as, and shall have the same force and effect as, the Participant’s manual signature. Any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services relating to this Agreement.
15.Entire Agreement. This Agreement and the terms of the Plan constitute the entire understanding between the Participant and the Company, and supersede all other agreements, whether written or oral, with respect to this award of RSUs.
16.Participant Acceptance. The Participant shall signify his/her acceptance of the terms and conditions of this Agreement by signing in the space provided on the signature page and returning a signed copy of this Agreement to the Company. To the extent the terms of any employment, severance or other agreement to which the Participant is a party with the Company or any Subsidiary that is then in effect provide for any rights that conflict with or are otherwise contrary to the terms contained in this Agreement, including the vesting rights contained in Sections 2, 3 and 4, the terms of this Agreement shall control.
The undersigned Participant:
4
(a)Acknowledges that BayCom Corp is not providing the Participant with advice, warranties or representations regarding any of the legal or tax effects to the Participant with respect to this Agreement and that the Participant is encouraged to seek legal and tax advice from the Participant’s own legal and tax advisers as soon as possible;
(b)Acknowledges that the Participant is familiar with the terms of this Agreement and the Plan, that the Participant has been encouraged by BayCom Corp to discuss the Agreement and the Plan with the Participant’s own legal and tax advisers, and that the Participant agrees to be bound by the terms of this Agreement and the Plan;
(c)Acknowledges receipt of this Agreement and understands that all rights and obligations with respect to this Agreement are set forth in this Agreement and the Plan; and
(d)Acknowledges that as of the Date of Grant, this Agreement sets forth the entire understanding between the undersigned Participant and the Company and its affiliates regarding this Agreement and supersedes all prior oral and written agreements on that subject.
(Signatures contained on following page)
5
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first written above.
BAYCOM CORP
_________________________________________
Name:Keary L. Colwell
Title:Senior Executive Vice President,
Chief Financial Officer and
Corporate Secretary
ACCEPTED BY PARTICIPANT:
__________________________________________
(Signature)
__________________________________________
(Street Address)
__________________________________________
(City, State, and Zip Code)
6
DESIGNATION OF BENEFICIARIES
Date: ______________
Participant: ____________________
The Participant designates the following beneficiary or beneficiaries to exercise the rights pursuant to a Restricted Stock Unit Agreement dated ___________________, to receive any shares of Common Stock, cash or other property distributable upon the death of the Participant with respect to the RSUs granted pursuant to such Agreement.
NameRelationship Contact InformationPercentage
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
. ___________________ ___________________ ______________________ _________
The Participant designates the foregoing individuals as beneficiaries to the RSUs under the Restricted Stock Unit Agreement dated __________________ and attached hereto.
________________________________
Participant
7
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
BayCom Corp
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule(1) | Amount Registered(2) | Proposed Maximum Offering Price Per Share(3) | Maximum Aggregate Offering Price(3) | Fee Rate | Amount of Registration Fee | |
Equity | Common Stock, no par value | Other | 500,000(3) | $19.06 | $9,530,000 | 0.00014760 | $1,406.63 | |
Total Offering Amounts | $9,530,000 | $1,406.63 | ||||||
Total Fee Offsets | --- | |||||||
Net Fee Due | $1,406.63 | |||||||
| | |||||||
| (1) | Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the “Securities Act”), the proposed maximum offering price per share and the maximum aggregate offering price are estimated solely for the purpose of calculating the registration fee and are based on the average of the high and low prices per share of the common stock, no par value (the “Common Stock”), of BayCom Corp as reported on the NASDAQ Stock Market on June 20, 2024. |
| (2) | Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of Common Stock as may be issuable as a result of a stock split, stock dividend or similar transaction with respect to the Common Stock. |
| (3) | Represents shares of Common Stock reserved for issuance pursuant to the BayCom Corp 2024 Omnibus Incentive Plan. |