Form 8-K
8-K — California BanCorp \ CA
Accession: 0001493152-26-025541
Filed: 2026-05-28
Period: 2026-05-27
CIK: 0001795815
SIC: 6021 (NATIONAL COMMERCIAL BANKS)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — form8-k.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-10.3 (ex10-3.htm)
EX-99.1 (ex99-1.htm)
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 27, 2026
CALIFORNIA
BANCORP California BanCorp \ CA
(Exact
name of registrant as specified in its charter)
California
001-41684
84-3288397
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
12265
El Camino Real, Suite 210
San
Diego, California
92310
(Address
of principal executive offices)
(Zip
Code)
(844)
265-7622
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common Stock
BCAL
The Nasdaq Stock Market
LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
California
BanCorp (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on May 27, 2026.
At the Annual Meeting, the Company’s shareholders approved the California BanCorp 2026 Omnibus Equity Incentive Plan (the “2026
Omnibus Equity Incentive Plan”). The material terms of the 2026 Omnibus Equity Incentive Plan are described in the Company’s
definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”), which
description is incorporated herein by reference.
The
form of restricted stock unit agreement and form of stock option agreement for use with the 2026 Omnibus Equity Incentive Plan set forth
the standard terms and conditions that apply to grants of these types of awards pursuant to the 2026 Omnibus Equity Incentive Plan, although
awards may be granted under the 2026 Omnibus Equity Incentive Plan that deviate from these standard terms and conditions.
The
foregoing descriptions of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements thereunder are qualified in their
entirety by reference to the full text of the 2026 Omnibus Equity Incentive Plan and the forms of award agreements, which are filed as
Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item 5.07 Submission
of Matters to a Vote of Security Holders
As
of the close of business on April 2, 2026, the record date for the Annual Meeting, there were a total of 32,152,298 shares of the Company’s
common stock issued and outstanding. Present at the Annual Meeting, either in person or by proxy, were holders of 26,794,968 shares of
the Company’s common stock, constituting a quorum of the Company’s outstanding shares. The voting results of the Annual Meeting
are set forth below.
Proposal
I—Election of ten directors:
The
Company’s directors are elected based on the candidates receiving the highest number of votes of the shares entitled to vote in
the election, up to the number of directors to be elected (ten (10)). Accordingly, the following ten (10) director nominees were elected,
each for a term of one year and until their successors are elected and have qualified:
For
Withheld
Broker
Non-Votes
Andrew J. Armanino, Jr.
23,531,127
436,862
2,826,979
Stephen A. Cortese
23,470,524
497,465
2,826,979
Kevin J. Cullen
22,431,202
1,536,787
2,826,979
Frank D. Di Tomaso
23,447,519
520,470
2,826,979
Rochelle G. Klein
23,553,744
414,245
2,826,979
Dr. Lester Machado
23,471,094
496,895
2,826,979
Frank L. Muller
23,704,072
263,917
2,826,979
David I. Rainer
23,663,867
304,122
2,826,979
David Volk
23,510,270
457,719
2,826,979
Anne Williams
23,668,995
298,994
2,826,979
Proposal
II—Ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2026:
The
vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting,
with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following
vote:
For
Against
Abstain
Broker
Non-Votes
26,793,325
440
1,203
0
Proposal
III—Approval of the California BanCorp 2026 Omnibus Equity Incentive Plan:
The
vote required to approve this proposal was the affirmative vote of a majority of the shares represented and voting at the Annual Meeting,
with affirmative votes constituting at least a majority of the required quorum. Accordingly, this proposal was approved with the following
vote:
For
Against
Abstain
Broker
Non-Votes
19,902,405
4,043,390
22,194
2,826,979
Item
8.01
Other Events
On
May 27, 2026, the Board of Directors of the Company approved the Company’s quarterly cash dividend of $0.10 per share on its common
stock. This dividend will be payable on July 15, 2026, to holders of its common stock of record as of the close of business on June 23,
2026.
Item 9.01 Financial
Statements and Exhibits.
Exhibit
No.
Description
10.1
California BanCorp 2026 Omnibus Equity Incentive Plan.
10.2
California BanCorp Form of Restricted Stock Unit Agreement for 2026 Omnibus Equity Incentive Plan.
10.3
California BanCorp Form of Stock Option Agreement for 2026 Omnibus Equity Incentive Plan.
99.1
Press Release dated May 28, 2026.
104
Cover Page Interactive Data File (embedded within the
Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CALIFORNIA BANCORP
Date: May 28, 2026
By:
/s/
David I. Rainer
David I. Rainer
Chairman and Chief Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
CALIFORNIA
BANCORP
2026
OMNIBUS EQUITY INCENTIVE PLAN
Section
1. Purpose of Plan.
The
name of the Plan is the California BanCorp Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”). The purposes of the
Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates
whose contributions are essential to the growth and success of the Company, (ii) strengthen the commitment of such individuals to the
Company and its Affiliates, (iii) motivate those individuals to faithfully and diligently perform their responsibilities and (iv) attract
and retain competent and dedicated individuals whose efforts will result in the long-term growth and profitability of the Company. To
accomplish these purposes, the Plan provides that the Company may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted
Stock Units, Other Stock-Based Awards or any combination of the foregoing.
Section
2. Definitions.
For
purposes of the Plan, the following terms shall be defined as set forth below:
(a)
“Administrator” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in
accordance with Section 3 hereof.
(b)
“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Person specified as of any date of determination.
(c)
“Applicable Laws” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and
state securities laws, including the Code, any stock exchange or quotation system on which the shares of Common Stock are listed or quoted
and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.
(d)
“Award” means any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or Other Stock-Based Awards
granted under the Plan.
(e)
“Award Agreement” means any written notice, agreement, contract or other instrument or document evidencing an Award,
including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall
determine, consistent with the Plan.
(f)
“Bank” means the California Bank of Commerce, N.A.
(g)
“Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.
1
(h)
“Board” means the Board of Directors of the Company.
(i)
“Bylaws” mean the bylaws of the Company, as may be amended and/or restated from time to time.
(j)
“Cause” means a termination of employment due to (i) the willful, intentional, and material breach of duty by Participant
in the course of Participant’s employment or service; (ii) the habitual and continued neglect by Participant of Participant’s
employment or service duties and obligations; (iii) Participant’s willful and intentional violation of any State of California
or federal banking laws, or of the bylaws, rules, policies, or resolutions of the Bank or the Company, or of the rules or regulations
of the Office of the Comptroller of the Currency (the “OCC”), the Federal Deposit Insurance Corporation (the “FDIC”)
or the Board of Governors of the Federal Reserve System (“FRB”), or other regulatory agency or governmental authority
having jurisdiction over the Company; (iv) Participant’s refusal to comply in any material respect with the legal directives of
any regulatory authority or governmental entity having jurisdiction over the Bank or the Company; (v) the determination by a state or
federal banking agency or governmental authority having jurisdiction over the Bank or the Company that Participant is not suitable to
act in the capacity for which Participant is then employed by the Company; (vi) Participant’s conviction of any felony or a crime
involving moral turpitude or commission of a fraudulent or dishonest act, including a breach of trust or misappropriation, or if Participant
has entered a plea of nolo contendere to such an act or offense; (vii) Participant’s willful misfeasance or negligence in the performance
of Participant’s duties based on the sole discretion of the Board; (viii) Participant’s conduct that is demonstrably and
significantly harmful, or will likely have or has had a material adverse effect on the Company or an Affiliate, as reasonably determined
by the Board; (ix) Participant cannot be covered under a fidelity bond issued by an insurance company reasonably acceptable to the Company;
(x) Participant’s disclosure without authority or unauthorized use of any secret or confidential information concerning Company
or an Affiliate or their customers; or (xi) Participant taking any action which the Board determines, in its sole discretion and subject
to good faith, fair dealing, and reasonableness, constitutes unfair competition with, or induces any customer to breach any contract
with, the Company or an Affiliate. Notwithstanding the foregoing, with respect to any Participant who is a party to an employment agreement
or offer letter with the Company or any of its Affiliates or an offer letter with the Company or any of its Affiliates which contains
a definition of “cause” or a substantially similar term, shall mean a termination for “cause” as defined in such
an agreement.
(k)
“Change in Capitalization” means any (i) merger, consolidation, reclassification, recapitalization, spin-off, spin-out,
repurchase or other reorganization or corporate transaction or event, (ii) special or extraordinary dividend or other extraordinary distribution
(whether in the form of cash, shares of Common Stock or other property), stock split, reverse stock split, share subdivision or consolidation,
(iii) combination or exchange of shares or (iv) other change in corporate structure, which, in any such case, the Administrator determines,
in its sole discretion, affects the shares of Common Stock such that an adjustment pursuant to Section 5 hereof is appropriate.
2
(l)
“Change in Control” means the occurrence of any one of the following events:
(1)
any merger, consolidation or reorganization of the Bank or the Company as applicable in which the Beneficial Owners, directly or indirectly,
of the Bank’s or the Company’s then outstanding securities prior to such transactions, remain as the Beneficial Owners of
less than fifty percent (50%) of the combined voting power of the surviving corporation;
(2)
any sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in one transaction or a series of transactions) of any assets
of the Bank or the Company having an aggregate fair market value of fifty percent (50%) or more of the total value of assets of the Bank
or the Company, reflected in the most recent month end balance sheet of the Bank or the Company;
(3)
an acquisition whereby any person (as such term is defined in the Exchange Act including any individual, corporation, partnership, trust,
or any other entity, except for an employee) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Bank or
the Company representing more than fifty percent (50%) of the combined voting power of the Bank’s or the Company’s then outstanding
securities; except for purposes of this clause (3) the following acquisition shall not constitute a Change in Control: (A) any acquisition
directly from the Bank or the Company; (B) any acquisition by the Bank or the Company; or (C) any acquisition by any employee benefit
plan sponsored or maintained by the Bank or the Company;
(4)
if in any one year period, individuals who at the beginning of such period constitute the Board of Directors of the Bank or the Board
ceases for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Bank’s
or the Company’s stockholders, of each new director is approved by a vote of at least three-quarters of the directors then still
in office who were directors at the beginning of the period; or
(5)
a majority of the members of the Board of Directors of the Bank or the Board in office prior to happening of any event determined in
its sole discretion that as a result of such event there has been a Change in Control.
Notwithstanding
the foregoing, if a Change in Control would give rise to a payment or settlement event with respect to any payment or benefit hereunder
that constitutes “nonqualified deferred compensation” the transaction or event constituting Change in Control must also constitute
a “change in control event” (as defined in Treasury Regulation § 1.409A-3(i)(5)) in order to give to the payment or
benefit, to the extent required by Section 409A of the Code.
(m)
“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.
(n)
“Committee” means any committee or subcommittee the Board (including, but not limited to the Compensation Committee)
may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who
meet the qualifications of a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and any other
qualifications required by the applicable stock exchange on which the shares of Common Stock are traded.
3
(o)
“Common Stock” means shares of common stock of the Company, no par value per share.
(p)
“Company” means California BanCorp, a California corporation (or any successor company, except as the term “Company”
is used in the definition of “Change in Control” above).
(q)
“Covered Executive” means any Executive Officer that (1) has received Incentive Compensation (A) during the Look-Back
Period (as defined in Section 27) and (B) after beginning service as an Executive Officer; and (2) served as an Executive Officer at
any time during the performance period for the applicable Incentive Compensation.
(r)
“Disability” shall, for purposes of determining the vesting of an Award, be considered to exist at the Participant’s
termination of employment or service if, on such date, the Participant is suffering from a medical condition which qualifies the Participant
(or would, if Participant were a participant in such plan and upon completion of any applicable waiting or elimination period, qualify
Participant) for benefits under the Company’s long-term disability plan as in effect from time to time or if there is no such plan
at the applicable date, physical or mental incapacity as determined solely by the Committee.
(s)
“Effective Date” has the meaning set forth in Section 17 hereof.
(t)
“Eligible Recipient” means an employee, director or independent contractor of the Company or any Affiliate of the
Company who has been selected as an eligible participant by the Administrator; provided, however, to the extent required
to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, an Eligible Recipient of an Option or a Stock Appreciation
Right means an employee, non-employee director or independent contractor of the Company or any Affiliate of the Company with respect
to whom the Company is an “eligible issuer of service recipient stock” within the meaning of Section 409A of the Code.
(u)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
(v)
“Executive Officer” means any “executive officer” as defined in Section 10D-1(d) of the Exchange Act whom
the Board (or the Committee, as applicable) has determined is subject to the reporting requirements of Section 10D of the Exchange Act,
and includes any person who is the Company’s president, principal financial officer, principal accounting officer (or if there
is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division, or
function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who
performs similar policy-making functions for the Company (with any executive officers of the Company’s parent(s) or subsidiaries
being deemed Executive Officers of the Company if they perform such policy making functions for the Company). All Executive Officers
of the Company identified by the Board (or the Committee, as applicable) pursuant to 17 CFR 229.401(b) shall be deemed an “Executive
Officer.”
4
(w)
“Exempt Award” shall mean the following:
(1)
An Award granted in assumption of, or in substitution for, outstanding awards previously granted by a corporation or other entity acquired
by the Company or any of its Subsidiaries or with which the Company or any of its Subsidiaries combines by merger or otherwise. The terms
and conditions of any such Awards may vary from the terms and conditions set forth in the Plan to the extent the Administrator at the
time of grant may deem appropriate, subject to Applicable Laws.
(2)
An “employment inducement” award as described in the applicable stock exchange listing manual or rules may be granted under
the Plan from time to time. The terms and conditions of any “employment inducement” award may vary from the terms and conditions
set forth in the Plan to such extent as the Administrator at the time of grant may deem appropriate, subject to Applicable Laws.
(3)
An Award that an Eligible Recipient purchases at Fair Market Value (including Awards that an Eligible Recipient elects to receive in
lieu of fully vested compensation that is otherwise due) whether or not the shares of Common Stock are delivered immediately or on a
deferred basis.
(x)
“Exercise Price” means, (i) with respect to any Option, the per share price at which a holder of such Option may purchase
a share of Common Stock issuable upon exercise of such Award, and (ii) with respect to a Stock Appreciation Right, the base price per
share of such Stock Appreciation Right.
(y)
“Fair Market Value” of a share of Common Stock or another security as of a particular date shall mean the fair market
value, as determined by the Administrator in its sole discretion; provided, that, (i) if the share of Common Stock or other security
is admitted or to trading on a national securities exchange, the fair market value on any date shall be the closing sale price reported
on such date, or if no shares were traded on such date, on the last preceding date for which there was a sale of a share of Common Stock
on such exchange, or (ii) if the share of Common Stock or other security is then traded in an over-the-counter market, the fair market
value on any date shall be the average of the closing bid and asked prices for such share in such over-the-counter market for the last
preceding date on which there was a sale of such share in such market.
(z)
“Free Standing Rights” has the meaning set forth in Section 8.
(aa)
“Good Reason” has the meaning assigned to such term in any individual service, employment or severance agreement or
Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Good Reason,”
“Good Reason” and any provision of this Plan that refers to “Good Reason” shall not be applicable to such Participant.
5
(bb)
“Incentive Compensation” shall be deemed to be any compensation (including any Award or any other short-term or long-term
cash or equity incentive award or any other payment) that is granted, earned, or vested based wholly or in part upon the attainment of
any financial reporting measure (i.e., any measures that are determined and presented in accordance with the accounting principles used
in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measures, including
stock price and total shareholder return). For the avoidance of doubt, financial reporting measures include “non-GAAP financial
measures” for purposes of Exchange Act Regulation G and 17 CFR 229.10, as well as other measures, metrics and ratios that are not
non-GAAP measures, like same store sales. Financial reporting measures may or may not be included in a filing with the Securities and
Exchange Commission, and may be presented outside the Company’s financial statements, such as in Management’s Discussion
and Analysis of Financial Conditions and Results of Operations or the performance graph.
(cc)
“ISO” means an Option intended to be and designated as an “incentive stock option” within the meaning
of Section 422 of the Code.
(dd)
“Nonqualified Stock Option” shall mean an Option that is not designated as an ISO.
(ee)
“Option” means an option to purchase shares of Common Stock granted pursuant to Section 7 hereof. The term “Option”
as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”
(ff)
“Other Stock-Based Award” means a right or other interest granted pursuant to Section 10 hereof that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise based on or related to, a share of Common Stock, including, but
not limited to, an unrestricted share of Common Stock, dividend equivalents or performance units, each of which may be subject to the
attainment of performance goals or a period of continued provision of service or employment or other terms or conditions as permitted
under the Plan.
(gg)
“Participant” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority
provided for in Section 3 below, to receive grants of Awards, and, upon a Participant’s death, the Participant’s successors,
heirs, executors and administrators, as the case may be.
(hh)
“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d)
and 14(d) thereof.
(ii)
“Plan” means this 2026 Omnibus Equity Incentive Plan.
(jj)
“Prior Plan” means the Company’s 2019 Omnibus Equity Incentive Plan (as amended from time to time), as in effect
immediately prior to the Effective Date.
(kk)
“Prior Plan Awards” means an award outstanding under the Prior Plan as of the Effective Date hereof.
6
(ll)
“Related Rights” has the meaning set forth in Section 8.
(mm)
“Restricted Period” has the meaning set forth in Section 9.
(nn)
“Restricted Stock” means a share of Common Stock granted pursuant to Section 9 below subject to certain restrictions
that lapse at the end of a specified period (or periods) of time and/or upon attainment of specified performance objectives.
(oo)
“Restricted Stock Unit” means the right granted pursuant to Section 9 hereof to receive a share of Common Stock at
the end of a specified restricted period (or periods) of time and/or upon attainment of specified performance objectives.
(pp)
“Rule 16b-3” has the meaning set forth in Section 3.
(qq)
“Stock Appreciation Right” means a right granted pursuant to Section 8 hereof to receive an amount equal to the excess,
if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the shares of Common
Stock covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.
(rr)
“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such
first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole
general partner interest or managing member or similar interest of such other Person.
(ss)
“Transfer” has the meaning set forth in Section 15.
Section
3. Administration.
(a)
The Plan shall be administered by the Administrator and shall be administered, to the extent applicable, in accordance with Rule 16b-3
under the Exchange Act (“Rule 16b-3”).
(b)
Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated
to it by the Board, shall have the power and authority, without limitation:
(1)
to select those Eligible Recipients who shall be Participants;
(2)
to determine whether and to what extent Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based
Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;
(3)
to determine the number of shares of Common Stock to be covered by each Award granted hereunder;
7
(4)
to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not
limited to, (i) the restrictions applicable to Restricted Stock or Restricted Stock Units and the conditions under which restrictions
applicable to such Restricted Stock or Restricted Stock Units shall lapse, (ii) the performance goals and periods applicable to Awards,
(iii) the Exercise Price of each Option and each Stock Appreciation Right or the purchase price of any other Award, (iv) the vesting
schedule and terms applicable to each Award, (v) the number of shares of Common Stock or amount of cash or other property subject to
each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent applicable) any amendments to the terms and
conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the payment
schedules of such Awards and/or, to the extent specifically permitted under the Plan, accelerating the vesting schedules of such Awards);
(5)
to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing
Awards;
(6)
to determine the Fair Market Value in accordance with the terms of the Plan;
(7)
to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of
the Participant’s service or employment for purposes of Awards granted under the Plan;
(8)
to adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time
to time deem advisable;
(9)
to construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan
(and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and
authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan; and
(10)
to prescribe, amend and rescind rules and regulations relating to sub-plans established for the purpose of satisfying applicable non-United
States laws or for qualifying for favorable tax treatment under applicable non-United States laws, which rules and regulations may be
set forth in an appendix or appendixes to the Plan.
(c)
Subject to Section 5, neither the Board nor the Committee shall have the authority to reprice or cancel and regrant any Award at a lower
exercise, base or purchase price or cancel any Award with an exercise, base or purchase price in exchange for cash, property or other
Awards without first obtaining the approval of the Company’s stockholders.
8
(d)
All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all Persons,
including the Company and the Participants.
(e)
The expenses of administering the Plan (which for the avoidance of doubt does not include the costs of any Participant) shall be borne
by the Company and its Affiliates.
(f)
If at any time or to any extent the Committee shall not administer the Plan, then the functions of the Administrator specified in the
Plan shall be exercised by the Board. Except as otherwise provided in the Articles of Incorporation or Bylaws of the Company, any action
of the Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly
constituted or unanimous written consent of the Committee’s members.
Section
4. Shares of Common Stock Reserved for Issuance Under the Plan.
(a)
Subject to Section 5 hereof, the number of shares of Common Stock that are reserved and available for issuance pursuant to Awards granted
under the Plan shall be equal to 1,600,000; provided, that, shares of Common Stock issued under the Plan with respect to
an Exempt Award shall not count against such share limit. In light of the adoption of this Plan, no further awards shall be made under
the Prior Plan on or after April 13, 2026, provided all Prior Plan Awards which are outstanding as of the Effective Date shall continue
to be governed by the terms, conditions and procedures set forth in the Prior Plan and any applicable award agreement.
(b)
Shares of Common Stock issued under the Plan may, in whole or in part, be authorized but unissued shares of Common Stock or shares of
Common Stock that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If an
Award entitles the Participant to receive or purchase shares of Common Stock, the number of shares of Common Stock covered by such Award
or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of shares of Common Stock
available for granting Awards under the Plan. If any Awards expire, lapse or are terminated, surrendered or canceled without having been
fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Awards being repurchased
by the Company at or below the original issuance price), in any case in a manner that results in any share of Common Stock covered by
such Awards, not being issued or being so reacquired by the Company, the unused shares of Common Stock covered by such Awards shall again
be available for the grant of Awards under the Plan. In addition, (i) to the extent an Award is denominated in shares of Common Stock,
but paid or settled in cash, the number of shares of Common Stock with respect to which such payment or settlement is made shall again
be available for grants of Awards pursuant to the Plan and (ii) shares of Common Stock underlying Awards that can only be settled in
cash shall not be counted against the aggregate number of shares of Common Stock available for Awards under the Plan. Upon the exercise
of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of shares of
Common Stock as to which the Award is exercised and, notwithstanding the foregoing, such number of shares of Common Stock shall no longer
be available for grant under the Plan.
9
(c)
No more than 1,600,000 shares of Common Stock shall be issued pursuant to the exercise of ISOs.
(d)
Minimum Vesting Requirement. Notwithstanding any other provision of this Plan, but in all events subject to Section 11, Awards
(or any portion thereof) shall not vest earlier than one year earlier following the date of grant (excluding, for this purpose, any (i)
substitute awards, (ii) shares of Common Stock delivered in lieu of fully vested cash Awards and (iii) Awards to non-employee directors
that vest on the earlier of the one year anniversary of the date of grant or the next annual meeting of stockholders which is at least
50 weeks after the immediately preceding year’s annual meeting) (the “Minimum Vesting Requirement”); provided,
that the Committee may grant Awards that are not subject to the Minimum Vesting Requirement with respect to five percent (5%) or less
of the shares of Common Stock available for issuance under the Plan (as set forth in Section 4(a), as may be adjusted pursuant to Section
5); provided, further, that the restriction in this Section 4(d) does not apply to the Committee’s discretion to provide for accelerated
exercisability or vesting of any Award, including in cases of a Participant’s retirement, resignation for Good Reason, termination
of service without Cause, termination due to death or Disability or a Change in Control, as set forth in the terms of the Award Agreement
or otherwise.
(e)
Non-Employee Director Cash-Denominated Award Limit. Notwithstanding any other provision of this Plan to the contrary, the aggregate
value (computed as of the date of grant in accordance with applicable financial accounting rules) of all cash-denominated Awards granted
to any non-employee member of the Board during any single fiscal year shall not exceed $300,000.00.
Section
5. Equitable Adjustments.
In
the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made in (i) the aggregate number
and kind of securities reserved for issuance under the Plan pursuant to Section 4, (ii) the kind, number of securities subject to, and
the Exercise Price subject to outstanding Options and Stock Appreciation Rights granted under the Plan, (iii) the kind, number and purchase
price of a share of Common Stock or other securities or the amount of cash or amount or type of other property subject to outstanding
Restricted Stock, Restricted Stock Units or Other Stock-Based Awards granted under the Plan; and/or (iv) the terms and conditions of
any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); provided,
however, that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments
shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in
connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements
of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other
property having an aggregate Fair Market Value equal to the Fair Market Value of a share of Common Stock, cash or other property covered
by such Award, reduced by the aggregate Exercise Price or purchase price thereof, if any; provided, however, that if the
Exercise Price or purchase price of any outstanding Award is equal to or greater than the Fair Market Value of the shares of Common Stock,
cash or other property covered by such Award, the Administrator may cancel such Award without the payment of any consideration to the
Participant. Further, without limiting the generality of the foregoing, with respect to Awards subject to foreign laws, adjustments made
hereunder shall be made in compliance with applicable requirements. Except to the extent determined by the Administrator, any adjustments
to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section
424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.
10
Section
6. Eligibility.
The
Participants in the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that
qualify as Eligible Recipients.
Section
7. Options.
(a)
General. Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs. Each Participant who is granted
an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine,
in its sole discretion, including, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding
exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award
Agreement has no such designation, the Option shall be a Nonqualified Stock Option). The provisions of each Option need not be the same
with respect to each Participant. More than one Option may be granted to the same Participant and be outstanding concurrently hereunder.
Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional
terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable
Award Agreement.
(b)
Exercise Price. The Exercise Price of a share of Common Stock purchasable under an Option shall be determined by the Administrator
in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%)
of the Fair Market Value of a share of Common Stock on the date of grant.
(c)
Option Term. The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than
ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable
provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, subject to Section 4(d) of the Plan, the Administrator
shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the
Administrator, in its sole discretion, deems appropriate.
11
(d)
Exercisability. Each Option shall be subject to vesting or becoming exercisable at such time or times and subject to such terms
and conditions, including the attainment of performance goals, as shall be determined by the Administrator in the applicable Award Agreement.
The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment
exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion.
(e)
Method of Exercise. Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying
the number of whole shares of Common Stock to be purchased, accompanied by payment in full of the aggregate Exercise Price of the share
of Common Stock so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its
sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration
received under any cashless exercise procedure approved by the Administrator (including the withholding of a share of Common Stock otherwise
issuable upon exercise), (ii) in the form of a share of unrestricted Common Stock already owned by the Participant which have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of the share of Common Stock as to which such Option shall
be exercised, (iii) any other form of consideration approved by the Administrator and permitted by Applicable Laws or (iv) any combination
of the foregoing.
(f)
ISOs. The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the
terms, conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the
Plan. At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company.
(1)
ISO Grants to 10% Stockholders. Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who
owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation”
(as such term is defined in Section 424(e) of the Code) or a Subsidiary of the Company, the term of the ISO shall not exceed five (5)
years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market
Value of the share of Common Stock on the date of grant.
(2)
$100,000 Per Year Limitation For ISOs. To the extent the aggregate Fair Market Value (determined on the date of grant) of the
share of Common Stock for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans
of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.
12
(3)
Disqualifying Dispositions . Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after
the date the Participant makes a “disqualifying disposition” of any share of Common Stock acquired pursuant to the exercise
of such ISO. A “disqualifying disposition” is any disposition (including any sale) of such share of Common Stock before the
later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the share of Common
Stock by exercising the ISO. The Company may, if determined by the Administrator and in accordance with procedures established by it,
retain possession of any share of Common Stock acquired pursuant to the exercise of an ISO as agent for the applicable Participant until
the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the
sale of such share of Common Stock.
(g)
Rights as Stockholder. A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights
of a stockholder with respect to the share of Common Stock subject to an Option until the Participant has given written notice of the
exercise thereof, and has paid in full for such share of Common Stock and has satisfied the requirements of Section 15 hereof.
(h)
Termination of Employment or Service. Treatment of an Option upon termination of employment of a Participant shall be provided
for by the Administrator in the Award Agreement.
(i)
Other Change in Employment or Service Status. An Option shall be affected, both with regard to vesting schedule and termination,
by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial Disability
or other changes in the employment status or service status of a Participant, in the discretion of the Administrator.
Section
8. Stock Appreciation Rights.
(a)
General. Stock Appreciation Rights may be granted either alone (“Free Standing Rights”) or in conjunction with
all or part of any Option granted under the Plan (“Related Rights”). Related Rights may be granted either at or after
the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which,
grants of Stock Appreciation Rights shall be made. Each Participant who is granted a Stock Appreciation Right shall enter into an Award
Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, including,
among other things, the number of shares of Common Stock to be awarded, the Exercise Price per share of Common Stock, and all other conditions
of Stock Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more shares of Common Stock than are
subject to the Option to which it relates. The provisions of Stock Appreciation Rights need not be the same with respect to each Participant.
Stock Appreciation Rights granted under the Plan shall be subject to the following terms and conditions set forth in this Section 8 and
shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable,
as set forth in the applicable Award Agreement.
13
(b)
Awards; Rights as Stockholder. A Participant shall have no rights to dividends or any other rights of a stockholder with respect
to shares of Common Stock, if any, subject to a Stock Appreciation Right until the Participant has given written notice of the exercise
thereof and has satisfied the requirements of Section 15 hereof.
(c)
Exercise Price. The Exercise Price of a share of Common Stock purchasable under a Stock Appreciation Right shall be determined
by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of a Stock Appreciation Right
be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.
(d)
Exercisability.
(1)
Stock Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions
as shall be determined by the Administrator in the applicable Award Agreement.
(2)
Stock Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options
to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.
(e)
Payment Upon Exercise.
(1)
Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of shares
of Common Stock equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price per share specified
in the Free Standing Right multiplied by the number of shares of Common Stock in respect of which the Free Standing Right is being exercised.
14
(2)
A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and
surrender, the Participant shall be entitled to receive up to, but not more than, that number of shares of Common Stock equal in value
to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied
by the number of shares of Common Stock in respect of which the Related Right is being exercised. Options which have been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.
(3)
Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Stock Appreciation Right in cash (or in any
combination of shares of Common Stock and cash).
(f)
Termination of Employment or Service. Treatment of a Stock Appreciation Right upon termination of employment of a Participant
shall be provided for by the Administrator in the Award Agreement.
(g)
Term.
(1)
The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten
(10) years after the date such right is granted.
(2)
The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than
ten (10) years after the date such right is granted.
(h)
Other Change in Employment or Service Status. Stock Appreciation Rights shall be affected, both with regard to vesting schedule
and termination, by leaves of absence, including unpaid and unprotected leaves of absence, changes from full-time to part-time employment,
partial Disability or other changes in the employment or service status of a Participant, in the discretion of the Administrator.
Section
9. Restricted Stock and Restricted Stock Units.
(a)
General. Restricted Stock or Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible
Recipients to whom, and the time or times at which, Restricted Stock or Restricted Stock Units shall be made. Each Participant who is
granted Restricted Stock or Restricted Stock Units shall enter into an Award Agreement with the Company, containing such terms and conditions
as the Administrator shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to
be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or Restricted Stock Units; the period
of time restrictions, performance goals or other conditions that apply to transferability, delivery or vesting of such Awards (the “Restricted
Period”); and all other conditions applicable to the Restricted Stock and Restricted Stock Units. If the restrictions, performance
goals or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Stock or Restricted
Stock Units, in accordance with the terms of the grant. The provisions of the Restricted Stock or Restricted Stock Units need not be
the same with respect to each Participant.
15
(b)
Awards and Certificates. Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an Award of Restricted
Stock may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Stock; and (ii) any such
certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to any such Award. The Company may require that the share certificates, if any, evidencing Restricted
Stock granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition
of any Award of Restricted Stock, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the shares
of Common Stock covered by such Award. Certificates for unrestricted shares of Common Stock may, in the Company’s sole discretion,
be delivered to the Participant only after the Restricted Period has expired without forfeiture in such Restricted Stock Award. With
respect to Restricted Stock Units to be settled in shares of Common Stock, at the expiration of the Restricted Period, share certificates
in respect of the shares of Common Stock underlying such Restricted Stock Units may, in the Company’s sole discretion, be delivered
to the Participant, or Participant’s legal representative, in a number equal to the number of shares of Common Stock underlying
the Restricted Stock Units Award. Notwithstanding anything in the Plan to the contrary, any Restricted Stock or Restricted Stock Units
to be settled in shares of Common Stock (at the expiration of the Restricted Period, and whether before or after any vesting conditions
have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated form. Further, notwithstanding anything
in the Plan to the contrary, with respect to Restricted Stock Units, at the expiration of the Restricted Period, shares of Common Stock,
or cash, as applicable, shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise
deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance or payment
shall in any event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code.
(c)
Restrictions and Conditions. The Restricted Stock or Restricted Stock Units granted pursuant to this Section 9 shall be subject
to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the
time of grant or, subject to Section 409A of the Code where applicable, thereafter:
(1)
The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such
restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion,
including, but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service
with the Company or any Affiliate thereof, or the Participant’s death or Disability. Notwithstanding the foregoing, upon a Change
in Control, the outstanding Awards shall be subject to Section 11 hereof.
16
(2)
Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company
with respect to Restricted Stock during the Restricted Period; provided, however, that dividends declared during the Restricted
Period with respect to an Award, shall only become payable if (and to the extent) the underlying Restricted Stock vests. Except as provided
in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to shares of Common
Stock subject to Restricted Stock Units during the Restricted Period; provided, however, that, subject to Section 409A
of the Code, an amount equal to dividends declared during the Restricted Period with respect to the number of shares of Common Stock
covered by Restricted Stock Units shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the time (and
to the extent) shares of Common Stock in respect of the related Restricted Stock Units are delivered to the Participant. Certificates
for unrestricted shares of Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted
Period has expired without forfeiture in respect of such Restricted Stock or Restricted Stock Units, except as the Administrator, in
its sole discretion, shall otherwise determine.
(3)
The rights of Participants granted Restricted Stock or Restricted Stock Units upon termination of employment or service as a director
or independent contractor to the Company or to any Affiliate thereof terminates for any reason during the Restricted Period shall be
set forth in the Award Agreement.
(d)
Form of Settlement. The Administrator reserves the right in its sole discretion to provide (either at or after the grant thereof)
that any Restricted Stock Unit represents the right to receive the amount of cash per unit that is determined by the Administrator in
connection with the Award.
Section
10. Other Stock-Based Awards.
Other
Stock-Based Awards may be issued under the Plan. Subject to the provisions of the Plan, the Administrator shall have sole and complete
authority to determine the individuals to whom and the time or times at which such Other Stock-Based Awards shall be granted. Each Participant
who is granted an Other Stock-Based Award shall enter into an Award Agreement with the Company, containing such terms and conditions
as the Administrator shall determine, in its sole discretion, including, among other things, the number of shares of Common Stock to
be granted pursuant to such Other Stock-Based Awards, or the manner in which such Other Stock-Based Awards shall be settled (e.g., in
shares of Common Stock, cash or other property), or the conditions to the vesting and/or payment or settlement of such Other Stock-Based
Awards (which may include, but not be limited to, achievement of performance criteria) and all other terms and conditions of such Other
Stock-Based Awards. In the event that the Administrator grants a bonus in the form of shares of Common Stock, the shares of Common Stock
constituting such bonus shall, as determined by the Administrator, be evidenced in uncertificated form or by a book entry record or a
certificate issued in the name of the Participant to whom such grant was made and delivered to such Participant as soon as practicable
after the date on which such bonus is payable. Notwithstanding anything set forth in the Plan to the contrary, any dividend or dividend
equivalent Award issued hereunder shall be subject to the same restrictions, conditions and risks of forfeiture as apply to the underlying
Award.
17
Section
11. Change in Control.
Unless
otherwise determined by the Administrator and evidenced in an Award Agreement, in the event that (a) a Change in Control occurs, and
(b) the Participant is employed by, or otherwise providing services to, the Company or any of its Affiliates immediately prior to the
consummation of such Change in Control then upon the consummation of such Change in Control:
(a)
any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and
(b)
the restrictions, deferral limitations, and payment conditions applicable to an Award granted under the Plan shall lapse and such Awards
shall be deemed lapsed and satisfied, as applicable, and such awards shall be deemed fully vested and any performance conditions imposed
with respect to such Awards shall be deemed to be achieved at target performance levels.
If
the vesting of Options and/or Share Appreciation Rights is accelerated in connection with a Change in Control, the Administrator may,
in its sole and absolute discretion, determine (at any point in time prior to such Change in Control) that all Options and/or Stock Appreciation
Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control.
Section
12. Amendment and Termination.
The
Board may amend, alter or terminate the Plan at any time, but no amendment, alteration or termination shall be made that would impair
the rights of a Participant under any Award theretofore granted without such Participant’s consent. The Board shall obtain approval
of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of any rules
of the stock exchange on which the shares of Common Stock are traded or other Applicable Law. Subject to Section 3(c), the Administrator
may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately
preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.
18
Section
13. Unfunded Status of Plan.
The
Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to
a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general
creditor of the Company.
Section
14. Withholding Taxes.
Each
Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant
for purposes of applicable taxes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of an
amount up to the maximum statutory tax rates in the Participant’s applicable jurisdiction with respect to the Award, as determined
by the Company. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and
the Company shall, to the extent permitted by Applicable Laws, have the right to deduct any such taxes from any payment of any kind otherwise
due to such Participant. Whenever cash is to be paid pursuant to an Award, the Company shall have the right to deduct therefrom an amount
sufficient to satisfy any applicable withholding tax requirements related thereto. Whenever shares of Common Stock or property other
than cash are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company
in cash an amount sufficient to satisfy any related taxes to be withheld and applied to the tax obligations; provided, that,
with the approval of the Administrator, a Participant may satisfy the foregoing requirement by either (i) electing to have the Company
withhold from delivery of shares of Common Stock or other property, as applicable, or (ii) delivering already owned unrestricted shares
of Common Stock, in each case, having a value not exceeding the applicable taxes to be withheld and applied to the tax obligations. Such
already owned and unrestricted shares of Common Stock shall be valued at their Fair Market Value on the date on which the amount of tax
to be withheld is determined and any fractional share amounts resulting therefrom shall be settled in cash. Such an election may be made
with respect to all or any portion of the shares of Common Stock to be delivered pursuant to an Award. The Company may also use any other
method of obtaining the necessary payment or proceeds, as permitted by Applicable Laws, to satisfy its withholding obligation with respect
to any Award.
Section
15. Transfer of Awards.
Until
such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment,
mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or
creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “Transfer”)
by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent
of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator. Any purported Transfer of
an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio
and shall not create any obligation or liability of the Company, and any Person purportedly acquiring any Award or any economic benefit
or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of
such shares of Common Stock or other property underlying such Award. Unless otherwise determined by the Administrator in accordance with
the provisions of the immediately preceding sentence, an Option or a Stock Appreciation Right may be exercised, during the lifetime of
the Participant, only by the Participant or, during any period during which the Participant is under a legal Disability, by the Participant’s
guardian or legal representative.
19
Section
16. Continued Employment or Service.
Neither
the adoption of the Plan nor the grant of an Award shall confer upon any Eligible Recipient any right to continued employment or service
with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any
Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.
Section
17. Effective Date.
The
Plan was approved by the Board on April 13, 2026 and shall be adopted and become effective on the date that it is approved by the Company’s
stockholders (the “Effective Date”).
Section
18. Electronic Signature.
Participant’s
electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.
Section
19. Term of Plan.
No
Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may
extend beyond that date.
Section
20. Securities Matters and Regulations.
(a)
Notwithstanding anything herein to the contrary, the obligation of the Company to sell or deliver shares of Common Stock with respect
to any Award granted under the Plan shall be subject to all Applicable Laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate
by the Administrator. The Administrator may require, as a condition of the issuance and delivery of certificates evidencing shares of
Common Stock pursuant to the terms hereof, that the recipient of such shares make such agreements and representations, and that such
certificates bear such legends, as the Administrator, in its sole discretion, deems necessary or advisable.
20
(b)
Each Award is subject to the requirement that, if at any time the Administrator determines that the listing, registration or qualification
of shares of Common Stock is required by any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance
of shares of Common Stock, no such Award shall be granted or payment made or shares of Common Stock issued, in whole or in part, unless
listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the
Administrator.
(c)
In the event that the disposition of shares of Common Stock acquired pursuant to the Plan is not covered by a then current registration
statement under the Exchange Act and is not otherwise exempt from such registration, such shares of Common Stock shall be restricted
against transfer to the extent required by the Exchange Act or regulations thereunder, and the Administrator may require a Participant
receiving shares of Common Stock pursuant to the Plan, as a condition precedent to receipt of such shares of Common Stock, to represent
to the Company in writing that the shares of Common Stock acquired by such Participant is acquired for investment only and not with a
view to distribution.
Section
21. Section 409A of the Code.
The
Plan as well as payments and benefits under the Plan are intended to be exempt from, or to the extent subject thereto, to comply with
Section 409A of the Code, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted in accordance therewith. Notwithstanding
anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties under Section
409A of the Code, the Participant shall not be considered to have terminated employment or service with the Company for purposes of the
Plan and no payment shall be due to the Participant under the Plan or any Award until the Participant would be considered to have incurred
a “separation from service” from the Company and its Affiliates within the meaning of Section 409A of the Code. Any payments
described in the Plan that are due within the “short term deferral period” as defined in Section 409A of the Code shall not
be treated as deferred compensation unless Applicable Law requires otherwise. Notwithstanding anything to the contrary in the Plan, to
the extent that any Awards (or any other amounts payable under any plan, program or arrangement of the Company or any of its Affiliates)
are payable upon a separation from service and such payment would result in the imposition of any individual tax and penalty interest
charges imposed under Section 409A of the Code, the settlement and payment of such Awards (or other amounts) shall instead be made on
the first business day after the date that is six (6) months following such separation from service (or death, if earlier). Each amount
to be paid or benefit to be provided under this Plan shall be construed as a separate identified payment for purposes of Section 409A
of the Code. The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from
or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to any such payment.
The Participant shall be solely responsible for the payment of any taxes and penalties incurred under Section 409A.
21
Section
22. Notification of Election Under Section 83(b) of the Code.
If
any Participant shall, in connection with the acquisition of shares of Common Stock under the Plan, make the election permitted under
Section 83(b) of the Code, such Participant shall notify the Company of such election within ten (10) days after filing notice of the
election with the Internal Revenue Service.
Section
23. No Fractional Shares.
No
fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Administrator shall determine whether cash,
other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.
Section
24. Beneficiary.
A
Participant may file with the Administrator a written designation of a beneficiary on such form as may be prescribed by the Administrator
and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or
administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary.
Section
25. Paperless Administration.
In
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation,
granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.
Section
26. Severability.
If
any provision of the Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be
applied as if the invalid or unenforceable provision had not been included in the Plan.
Section
27. Clawback.
Notwithstanding
any other provision of this Plan, each Participant shall be subject to, and shall be required to comply with, the terms and conditions
of any clawback or recoupment policy that the Company may adopt or maintain from time to time (as may be amended, restated or superseded),
and any Award granted under this Plan, and any shares of Common Stock issued or cash paid pursuant to an Award, shall be subject to forfeiture,
recovery or recoupment by the Company in accordance with any such policy. By accepting an Award under this Plan, each Participant agrees
and consents to the Company’s application, implementation and enforcement of any such clawback or recoupment policy and any provision
of Applicable Laws relating to cancellation, rescission, payback or recoupment of compensation, and expressly agrees that the Company
may take such actions as are permitted under such policy or Applicable Laws without further consent or action being required by the Participant.
22
Section
28. Governing Law.
The
Plan shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to principles
of conflicts of law of such state.
Section
29. Indemnification.
To
the extent allowable pursuant to Applicable Law, each member of the Board and the Administrator and any officer or other employee to
whom authority to administer any component of the Plan is designated shall be indemnified and held harmless by the Company from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim,
action, suit, or proceeding to which he or she may be a party or in which he or she may be a party or in which he or she may be involved
by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action, suit, or proceeding against him or her; provided, however, that he or she gives the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing
right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled pursuant
to the Company’s Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.
Section
30. Titles and Headings, References to Sections of the Code or Exchange Act.
The
titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of
the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any
amendment or successor thereto.
Section
31. Successors.
The
obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all
of the assets and business of the Company.
Section
32. Relationship to other Benefits.
No
payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing,
group insurance, welfare, or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in
writing in such other plan or an agreement thereunder.
23
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
CALIFORNIA
BANCORP
RESTRICTED STOCK UNIT AWARD GRANT NOTICE
(2026 Omnibus Equity Incentive Plan)
As
a key leader in our business, you are in a position to have significant influence on the performance and success of California BanCorp
(the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you
have been granted a Restricted Stock Unit Award. This award is subject to the terms and conditions of the California Bancorp 2026 Omnibus
Equity Incentive Plan, this Grant Notice, and the following Restricted Stock Unit Agreement. The details of this award are indicated
below.
Grantee:
[___]1
Date
of Grant:
__________________________________________________
Number
of Restricted Stock Units:
[___]2
Vesting
Commencement Date:
__________________________________________________
Vesting:
[___]3
Delivery
Dates:
10th
anniversary of the Date of Grant.
California BanCorp,
a California corporation
By:
[___]
Its:
[___]
Acknowledged and Agreed as of ____ day of ______, ______.
Name:
1 NOTE: To insert name of Grantee.
2 NOTE: To insert number of Restricted Stock Units granted
to Grantee.
3 NOTE: To insert vesting terms.
-1-
RESTRICTED
STOCK UNIT AWARD AGREEMENT
THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the above grant notice (the “Grant Notice”), this “Agreement”)
is made and entered into as of the date set forth on the Grant Notice by and between the Company and the individual (the “Grantee”)
set forth on the Grant Notice.
WHEREAS,
pursuant to the California BanCorp 2026 Omnibus Equity Incentive Plan (the “Plan”), the Administrator (the “Administrator”)
has determined that it is to the advantage and best interest of the Company to grant to the Grantee this award of Restricted Stock Units
(the “Restricted Stock Units”) as set forth in the Grant Notice and subject to the terms and provisions of the Plan,
which is incorporated herein by reference, and this Agreement (the “Award”).
NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the Grantee and the Company hereby agree as follows:
1. Acceptance
of Agreement. Grantee has reviewed all of the provisions of the Plan, the Grant Notice and this Restricted Stock Unit Award Agreement.
By accepting this Award, Grantee agrees that this Award is granted under and governed by the terms and conditions of the Plan, the Grant
Notice and this Restricted Stock Unit Award Agreement, and the applicable provisions contained in a written employment agreement (if
any) between the Company or an Affiliate and the Grantee. Grantee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator on questions relating to the Plan, the Grant Notice, this Agreement and, solely in so far as
they relate to this Award, the applicable provisions contained in a written employment agreement (if any) between the Company or an Affiliate
and the Grantee. If Grantee signs this Agreement and Grant Notice electronically, Grantee’s electronic signature of this Agreement
shall have the same validity and effect as a signature affixed by hand.
2. Grant
of Award. The Restricted Stock Units granted hereunder pursuant to Section 9 of the Plan shall be subject to the terms and provisions
of the Plan, and all capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan. For purposes
of this Agreement, “Termination” shall mean the termination of the employment or provision of services of the Grantee
with the Company and all Affiliates thereof (including because of the Grantee’s employer ceasing to be an Affiliate of the Company);
and “Termination Date” shall mean the date of the Termination. For purposes of this Agreement, Termination will not
occur when Grantee goes on a military leave, a sick leave or another bona fide leave of absence that was approved by the Company in writing
if the terms of the leave provide for continued service crediting, or when continued service crediting is required by Applicable Laws.
Notwithstanding the foregoing, an approved leave of absence for six months or less, which does not in fact exceed six months, will not
result in Termination for purposes of this Agreement. However, Termination will occur when approved leave described in this Section 2
ends, unless Grantee immediately returns to active work. Grantee shall be entitled to receive dividends declared during the Restricted
Period with respect to the number of Shares covered by Restricted Stock Units, which dividends will be paid to Grantee at the time (and
to the extent) Shares in respect of the related Restricted Stock Units are delivered to the Grantee under the terms of this Agreement.
-2-
3. Vesting.
3.1 Subject
to the provisions of the Plan and Section 3.2 of this Agreement, and except as otherwise provided in a written employment agreement between
the Company or an Affiliate and the Grantee (if any), the Restricted Stock Units shall vest in installments as described in the Grant
Notice (each applicable vesting date, a “Vesting Date”), subject to the Grantee not experiencing a Termination prior
to each applicable Vesting Date.
3.2 If
the Grantee experiences a Termination for any reason prior to an applicable Vesting Date, as of the Termination Date, the Grantee shall
forfeit any unvested Restricted Stock Units.
4. Transfer
and Settlement of Restricted Stock Units. The Restricted Stock Units issued under this Agreement may not be sold, transferred
or otherwise disposed of and may not be pledged or otherwise hypothecated (each, a “Transfer”). In addition, Grantee
shall not sell any Shares received with respect to Restricted Stock Units (even following settlement of Restricted Stock Units) at a
time when Applicable Laws, regulations or Company’s or underwriter trading policies prohibit such sale. The applicable portion
of this Award (to the extent vested) shall be settled by the Company by the issuance and delivery of Shares as soon as reasonably practical
after (but no later than 60 days after) the Delivery Dates, as indicated in the Grant Notice, to the Grantee (or if applicable, the beneficiaries
of the Grantee). Any issuance of Shares shall be made only in whole Shares, and any fractional shares shall be distributed in an equivalent
cash amount.
5. General.
5.1 Governing
Law. This Agreement shall be governed by and construed under the laws of the State of California, without giving effect to principles
of conflicts of law of California or any other state.
5.2 Community
Property. Without prejudice to the actual rights of the spouses as between each other, for all purposes of this Agreement, the
Grantee shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse with respect to this Award
and the parties hereto shall act in all matters as if the Grantee was the sole owner of this Award. This appointment is coupled with
an interest and is irrevocable.
5.3 No
Employment Rights. Nothing contained herein shall be construed as an agreement by the Company or any of its subsidiaries, express
or implied, to employ the Grantee or contract for the Grantee’s services, to restrict the Company’s or such subsidiary’s
right to discharge the Grantee or cease contracting for the Grantee’s services or to modify, extend or otherwise affect in any
manner whatsoever the terms of any employment agreement or contract for services which may exist between the Grantee and the Company
or any Affiliate.
5.4 Application
to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect
to or in exchange for Shares underlying Restricted Stock Units as a stock dividend, stock split, reclassification, recapitalization or
similar transaction in connection with any merger or reorganization or otherwise, all restrictions, rights and obligations set forth
in this Agreement shall apply with respect to such other capital stock to the same extent as they are, or would have been applicable,
to the Shares underlying Restricted Stock Units on or with respect to which such other capital stock was distributed, and references
to “Company” in respect of such distributed stock shall be deemed to refer to the company to which such distributed stock
relates.
-3-
5.5 No
Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall
be for the benefit of, or enforceable by, any third-party beneficiary.
5.6 Successors
and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the
parties, their respective successors and permitted assigns.
5.7 No
Assignment. Except as otherwise provided in this Agreement, the Grantee may not assign any of his or her rights under this Agreement
without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted
to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations
hereunder.
5.8 Severability.
The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.
5.9 Equitable
Relief. The Grantee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement,
damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage.
Accordingly, the Grantee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall
be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.
5.10 Jurisdiction.
Any suit, action or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall
be brought in any court of competent jurisdiction in the State of California, and the Company and the Grantee hereby submit to the exclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Grantee and the Company hereby irrevocably
waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out
of or relating to this Agreement brought in any court of competent jurisdiction in the State of California and (ii) any claim that any
such suit, action or proceeding brought in any such court has been brought in any inconvenient forum.
5.11 Taxes.
By agreeing to this Agreement, the Grantee represents that he or she has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment
by or on behalf of the Grantee and/or to deduct from the Shares or cash issuable hereunder or from other compensation payable to the
Grantee the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums that that will
not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by the Internal
Revenue Service or another applicable governmental entity) with respect to the Restricted Stock Unit Award.
-4-
5.12 Section
409A Compliance. The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of Code
to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and be administered
to be in compliance therewith. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated
taxation and/or tax penalties under Section 409A of the Code, the Grantee shall not be considered to have separated from service with
the Company for purposes of this Agreement and no payment shall be due to the Grantee under this Agreement on account of a separation
from service until the Grantee would be considered to have incurred a “separation from service” from the Company within the
meaning of Section 409A of the Code. Any payments described in this Agreement that are due within the “short-term deferral period”
as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding
anything to the contrary in this Agreement, to the extent that any amounts are payable upon a separation from service and such payment
would result in accelerated taxation and/or tax penalties under Section 409A of the Code, such payment, under this Agreement or any other
agreement of the Company, shall be made on the first business day after the date that is six (6) months following such separation from
service (or death, if earlier). The Company makes no representation that any or all of the payments described in this Agreement will
be exempt from or comply with Section 409A of the Code and makes no undertaking to preclude Section 409A of the Code from applying to
any such payment. If it is determined that the terms of this Agreement have been structured in a manner that would result in adverse
tax treatment under Section 409A of the Code, the parties agree to cooperate in taking all reasonable measures to restructure the arrangement
to minimize or avoid such adverse tax treatment without materially impairing Grantee’s economic rights. The Grantee shall be solely
responsible for the payment of any taxes and penalties incurred under Section 409A.
5.13 Headings.
The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret
the scope of this Agreement or of any particular section.
5.14 Number
and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter
gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number
includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties, sections,
paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks
or months mean calendar days, weeks or months.
5.15 Electronic
Delivery and Disclosure. The Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents
related to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the
Company’s annual reports or proxy statements by electronic means or to request Grantee’s consent to participate in the Plan
by electronic means, including, but not limited to, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis,
and Retrieval system or any successor system (“EDGAR”). Grantee hereby consents to receive such documents delivered
electronically or to retrieve such documents furnished electronically (including on EDGAR), as applicable, and agrees to participate
in the Plan through any online or electronic system established and maintained by the Company or another third party designated by the
Company.
-5-
5.16 Data
Privacy. Grantee agrees that all of Grantee’s information that is described or referenced in this Agreement and the Plan
may be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Grantee’s participation
in the Plan.
5.17 Acknowledgments
of Grantee. Grantee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Grant
Notice, acknowledges and agrees to all of the provisions of the Plan and this Agreement.
5.18 Complete
Agreement. The Grant Notice, this Agreement, the Plan and applicable provisions (if any) contained in a written employment agreement
between the Company or an Affiliate and the Grantee constitute the parties’ entire agreement with respect to the subject matter
hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with
respect to the subject matter hereof.
5.19 Waiver
of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN
US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY.
THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT
OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES
OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY
OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.
5.20 Waiver.
The Grantee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent breach by the Grantee.
5.21 Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
5.22 Amendments
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended, altered or terminated
at any time or from time to time by the Administrator or the Board, but no amendment, alteration or termination shall be made that would
materially impair the rights of a Grantee under this Restricted Stock Unit Award Agreement without such Grantee’s consent.
-6-
EX-10.3
EX-10.3
Filename: ex10-3.htm · Sequence: 4
Exhibit
10.3
CALIFORNIA
BANCORP
STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT
(2026 Omnibus Equity Incentive Plan)
As
a key leader in our business, you are in a position to have significant influence on the performance and success of California BanCorp,
a California corporation (the “Company”). I am pleased to inform you that, in recognition of the role you play in
our collective success, you have been granted an option to purchase shares of the Company’s Common Stock. This award is subject
to the terms and conditions of the California BanCorp 2026 Omnibus Equity Incentive Plan, this Grant Notice, and the following Stock
Option Agreement. The details of this award are indicated below.
Optionee:
[_____]
Date
of Grant:
[_____]
Number
of Shares of Common Stock subject to the Option (“Option Common Stock”):
[_____]
Exercise
Price Per Share:
[_____]
Type
of Option:
[ISO/Nonqualified
Stock Option]
Expiration
Date:
The
tenth (10th) anniversary of the Date of Grant (the “Expiration Date”).
Vesting:
[_____]
California BanCorp, a California corporation
By:
[___]
Its:
[___]
Acknowledged and agreed as of the Date
of Grant
Name:
[_____]
-1-
STOCK
OPTION AGREEMENT
THIS
STOCK OPTION AGREEMENT (together with the above grant notice (the “Grant Notice”), the “Agreement”)
is made and entered into as of the date set forth on the Grant Notice by and between California BanCorp, a California corporation (the
“Company”), and the individual (the “Optionee”) set forth on the Grant Notice.
A. Pursuant
to the California BanCorp 2026 Omnibus Equity Incentive Plan (the “Plan”), the Administrator has determined that it
is to the advantage and best interest of the Company to grant to the Optionee an option to purchase the number of shares of Common Stock
(the “Common Stock”) set forth on the Grant Notice, at the exercise price per share of Common Stock set forth on the
Grant Notice, and in all respects subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference,
and this Agreement (the “Option”).
B. Unless
otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Plan. For purposes of this
Agreement, the following definitions shall apply:
(i) “Termination”
shall mean the termination of the employment or service of the Optionee with the Company and all Affiliates thereof (including because
of the Optionee’s employer ceasing to be an affiliate of the Company). For purposes of this Agreement, Termination will not occur
when Optionee goes on a military leave, a sick leave or another bona fide leave of absence that was approved by the Company in writing
if the terms of the leave provide for continued service crediting, or when continued service crediting is required by Applicable Laws.
Notwithstanding the foregoing, an approved leave of absence for six months or less, which does not in fact exceed six months, will not
result in Termination for purposes of this Agreement. However, Termination will occur when an approved leave described in this Section
B ends, unless Optionee immediately returns to active work.
(ii) “Termination
Date” shall mean the date of the Optionee’s Termination of Service.
NOW,
THEREFORE, in consideration of the mutual agreements contained herein, the Optionee and the Company hereby agree as follows:
1. Acceptance
of Agreement. Optionee has reviewed all of the provisions of the Plan and this Agreement. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator on questions relating to the Plan and this Agreement, and,
solely as they relate to this Option, the applicable provisions (if any) contained in a written employment agreement between the Company
or an Affiliate and the Optionee. The Optionee’s electronic signature of this Agreement shall have the same validity and effect
as a signature affixed by hand.
2. Grant
and Terms of Stock Option.
2.1 Grant
of Option. Pursuant to this Agreement, the Company has granted to the Optionee the right and option to purchase, subject to the terms
and conditions set forth in the Plan and this Agreement, all or any part of the number of shares of Common Stock set forth on the Grant
Notice at a purchase price per share of Common Stock equal to the exercise price per share of Common Stock set forth on the Grant Notice.
An Option granted pursuant to the Grant Notice and this Agreement shall be [an ISO/a Nonqualified Stock Option].
-2-
2.2 Vesting
and Term of Option. This Section 2.2 is subject to the provisions of the Plan and the other provisions of this Agreement.
2.2.1 This
Option shall vest and become exercisable as described in the Grant Notice.
2.2.2 The
“Term” of this Option shall begin on the Date of Grant set forth in the Grant Notice and end on the Expiration Date
specified in the Grant Notice. No portion of this Option may be exercised after the expiration of the Term.
2.2.3 In
the event of Optionee’s Termination for any reason other than death, Disability, or Cause:
2.2.3.1 the
portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately
cancelled and terminated; and
2.2.3.2 the
portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of:
(a) the
expiration of the Term and
(b) ninety
(90) days after such Termination Date.
2.2.4 In
the event of Termination due to death or Disability:
2.2.4.1 the
portion of this Option that is not vested and exercisable as of the Termination Date shall not continue to vest and shall be immediately
cancelled and terminated; and
2.2.4.2 the
portion of this Option that is vested and exercisable as of the Termination Date shall terminate and be cancelled on the earlier of (a)
the expiration of the Term and (b) the date that is twelve (12) months after the Termination Date.
2.2.5 In
the event of Optionee’s Termination for Cause, or if, after the Termination, the Administrator determines that Cause existed before
such Termination, this entire Option shall not continue to vest, shall be cancelled and terminated as of the Termination Date, and shall
no longer be exercisable as to any share of Common Stock, whether or not previously vested.
-3-
3. Method
of Exercise.
3.1 Method
of Exercise. Each election to exercise the Option shall be subject to the terms and conditions of the Plan and shall be in writing,
signed by the Optionee or by his or her executor, administrator, or permitted transferee (subject to any restrictions provided under
the Plan), made pursuant to and in accordance with the terms and conditions set forth in the Plan and received by the Company at its
principal offices, accompanied by payment in full as provided in the Plan or in this Agreement. Notwithstanding any of the foregoing,
the Administrator shall have the right to specify all conditions of the manner of exercise. Upon the Company’s determination that
the Option has been validly exercised as to any of the shares of Common Stock, the Company may issue certificates in the Optionee’s
name for such shares of Common Stock. However, the Company shall not be liable to the Optionee for damages relating to any reasonable
delays in issuing the certificates to the Optionee, any loss of the certificates, or any mistakes or errors in the issuance of the certificates
or in the certificates themselves which it promptly undertakes to correct.
3.2 Restrictions
on Exercise. No share of Common Stock will be issued pursuant to the exercise of this Option unless and until there shall have been
full compliance with all applicable requirements of the Securities Act of 1933 (“Securities Act”), as amended (whether
by registration or satisfaction of exemption conditions), all applicable listing requirements of any national securities exchange or
other market system on which the share of Common Stock is then listed and all applicable requirements of any Applicable Laws and of any
regulatory bodies having jurisdiction over such issuance. As a condition to the exercise of this Option, the Company may require the
Optionee to make any representation and warranty to the Company as may be necessary or appropriate, in the judgment of the Administrator,
to comply with any Applicable Law. In addition, Optionee shall not sell any share of Common Stock acquired upon exercise of this Option
at a time when Applicable Laws, regulations or Company’s or underwriter trading policies prohibit such sale. Any other provision
of this Agreement notwithstanding, the Company shall have the right to designate one or more periods of time, each of which shall not
exceed 180 days in length, during which this Option shall not be exercisable if the Administrator determines (in its sole discretion)
that such limitation on exercise could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act
or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification
of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption
from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or
transfer of any securities. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to
limit the periods during which this Option shall be exercisable.
3.3 Method
of Payment. Payment of the exercise price shall be made in full at the time of exercise (a) by the delivery of cash or check acceptable
to the Administrator, including an amount to cover the withholding taxes (as provided in Section 7.11) with respect to such exercise,
or (b) any other method, if any, approved by the Administrator, including (i) by means of consideration received under any cashless exercise
procedure, if any, approved by the Administrator (including the withholding of shares of Common Stock otherwise issuable upon exercise)
or (ii) any other form of consideration approved by the Administrator and permitted by Applicable Laws.
-4-
3.4 No
Rights as a Shareholder. Until the shares of Common Stock are issued to the Optionee (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder will exist with respect to the shares of Common Stock, notwithstanding the exercise of the Option.
4. Non-Transferability
of Option. Except as provided below, this Option may not be sold, assigned or transferred in any manner, pledged or otherwise encumbered
other than by will or by the laws of descent or distribution or to a beneficiary designated pursuant to the Plan, and may be exercised
during the lifetime of Optionee only by Optionee or the Optionee’s guardian or legal representative. Subject to all of the other
terms and conditions of this Agreement, following the death of Optionee, this Option may, to the extent it is vested and exercisable
by Optionee in accordance with its terms on the Termination Date, be exercised by Optionee’s executor or administrator, or the
person or persons to whom the Optionee’s rights under this Agreement shall pass by will or by the laws of descent and distribution
as the case may be. Any heir or legatee of the Optionee shall take rights herein granted subject to the terms and conditions hereof.
5. Restrictions;
Restrictive Legends. Ownership and transfer of shares of Common Stock issued pursuant to the exercise of this Option will be subject
to the provisions of, including ownership and transfer restrictions contained in, the Company’s Certificate of Incorporation or
Bylaws, as amended from time to time, restrictions imposed by Applicable Laws and restrictions set forth or referenced in legends imprinted
on certificates representing such shares of Common Stock.
6. Dissolution
or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that this Option had not been
previously exercised, it will terminate immediately prior to the consummation of such proposed dissolution or liquidation. In such instance,
the Administrator may, in the exercise of its sole discretion, declare that this Option will terminate as of a date fixed by the Administrator
and give the Optionee the right to exercise this Option prior to such date as to all or any part of the optioned stock, including shares
of Common Stock as to which this Option would not otherwise be exercisable.
7. General.
7.1 Governing
Law. This Agreement shall be governed by and construed under the laws of the State of California applicable to agreements made and
to be performed entirely in California, without regard to the conflicts of law provisions of California or any other jurisdiction.
7.2 Community
Property. Without prejudice to the actual rights of the spouses or domestic partners as between each other, for all purposes of this
Agreement, the Optionee shall be treated as agent and attorney-in-fact for that interest held or claimed by his or her spouse or domestic
partner with respect to this Option and the parties hereto shall act in all matters as if the Optionee was the sole owner of this Option.
This appointment is coupled with an interest and is irrevocable.
-5-
7.3 No
Employment Rights. Nothing herein contained shall be construed as an agreement by the Company or any of its Subsidiaries, express
or implied, to employ the Optionee or contract for the Optionee’s services, to restrict the Company’s or such Subsidiary’s
right to discharge the Optionee or cease contracting for the Optionee’s services or to modify, extend or otherwise affect in any
manner whatsoever the terms of any employment agreement or contract for services which may exist between the Optionee and the Company
or any Affiliate.
7.4 Application
to Other Stock. In the event any capital stock of the Company or any other corporation shall be distributed on, with respect to,
or in exchange for shares of Common Stock as a stock dividend, stock split, reclassification or recapitalization in connection with any
merger or reorganization or otherwise, all restrictions, rights and obligations set forth in this Agreement shall apply with respect
to such other capital stock to the same extent as they are, or would have been applicable, to the shares of Common Stock on or with respect
to which such other capital stock was distributed, and references to “Company” in respect of such distributed stock shall
be deemed to refer to the company to which such distributed stock relates.
7.5 No
Third-Party Benefits. Except as otherwise expressly provided in this Agreement, none of the provisions of this Agreement shall be
for the benefit of, or enforceable by, any third-party beneficiary.
7.6 Successors
and Assigns. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties,
their respective successors and permitted assigns.
7.7 No
Assignment. Except as otherwise provided in this Agreement, the Optionee may not assign any of his or her rights under this Agreement
without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted
to assign its rights or obligations under this Agreement so long as such assignee agrees to perform all of the Company’s obligations
hereunder.
7.8 Severability.
The validity, legality or enforceability of the remainder of this Agreement shall not be affected even if one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable in any respect.
7.9 Equitable
Relief. The Optionee acknowledges that, in the event of a threatened or actual breach of any of the provisions of this Agreement,
damages alone will be an inadequate remedy, and such breach will cause the Company great, immediate and irreparable injury and damage.
Accordingly, the Optionee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall
be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.
7.10 Jurisdiction.
Any suit, action or proceeding with respect to this Agreement, or any judgment entered by any court in respect of any thereof, shall
be brought in any court of competent jurisdiction in the State of California, and the Company and the Optionee hereby submit to the exclusive
jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee and the Company hereby irrevocably
waive (i) any objections which it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out
of or relating to this Agreement brought in any court of competent jurisdiction in the State of California, (ii) any claim that any such
suit, action or proceeding brought in any such court has been brought in any inconvenient forum and (iii) any right to a jury trial.
-6-
7.11 Taxes.
By agreeing to this Agreement, the Optionee represents that he or she has reviewed with his or her own tax advisors the federal, state,
local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors
and not on any statements or representations of the Company or any of its agents. The Company shall be entitled to require a cash payment
by or on behalf of the Optionee and/or to deduct from the shares of Common Stock or cash otherwise issuable hereunder or other compensation
payable to the Optionee the minimum amount of any sums required by federal, state or local tax law to be withheld (or other such sums
that will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules promulgated by
the Internal Revenue Service or another applicable governmental entity) in respect of the Option, its exercise or any payment or transfer
under or with respect to the Option.
7.12 Headings.
The section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, extend or interpret
the scope of this Agreement or of any particular section.
7.13 Number
and Gender. Throughout this Agreement, as the context may require, (a) the masculine gender includes the feminine and the neuter
gender includes the masculine and the feminine; (b) the singular tense and number includes the plural, and the plural tense and number
includes the singular; (c) the past tense includes the present, and the present tense includes the past; (d) references to parties, sections,
paragraphs and exhibits mean the parties, sections, paragraphs and exhibits of and to this Agreement; and (e) periods of days, weeks
or months mean calendar days, weeks or months.
7.14 Data
Privacy. Optionee agrees that all of Optionee’s information that is described or referenced in this Agreement and the Plan
may be used by the Company, its affiliates and the designated broker and its affiliates to administer and manage Optionee’s participation
in the Plan.
7.15 Acknowledgments
of Optionee. Optionee has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement, fully understands all provisions of the Plan and this Agreement and, by accepting the Notice
of Grant, acknowledges and agrees to all of the provisions of the Grant Notice, the Plan and this Agreement.
7.16 Complete
Agreement. The Grant Notice, this Agreement, the Plan, and the applicable provisions (if any) contained in a written employment agreement
between the Company or an Affiliate and the Optionee constitute the parties’ entire agreement with respect to the subject matter
hereof and supersede all agreements, representations, warranties, statements, promises and understandings, whether oral or written, with
respect to the subject matter hereof. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall
control.
-7-
7.17 Waiver.
The Optionee acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any other provision of this Agreement, or of any subsequent breach by the Optionee.
7.18 Signature
in Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
7.19 Amendments
and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended, altered or terminated at
any time or from time to time by the Administrator or the Board, but no amendment, alteration or termination shall be made that would
materially impair the rights of an Optionee under the Option without such Optionee’s consent. If it is determined that the terms
of this Agreement have been structured in a manner that would result in adverse tax treatment under Section 409A of the Code, the parties
agree to cooperate in taking all reasonable measures to restructure the arrangement to minimize or avoid such adverse tax treatment without
materially impairing Optionee’s economic rights.
7.20 Waiver
of Jury Trial. TO THE EXTENT EITHER PARTY INITIATES LITIGATION INVOLVING THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN
US (EVEN IF OTHER PARTIES OR OTHER CLAIMS ARE INCLUDED IN SUCH LITIGATION), ALL OF THE PARTIES WAIVE THEIR RIGHT TO A TRIAL BY JURY.
THIS WAIVER WILL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION, INCLUDING CLAIMS RELATED TO THE ENFORCEMENT
OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES
OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN OR AMONG US OR BETWEEN OR AMONG ANY
OF OUR OWNERS, AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS.
7.21 Electronic
Delivery and Disclosure. The Company may, in its sole discretion, decide to deliver or disclose, as applicable, any documents related
to this Award granted under the Plan, future awards that may be granted under the Plan, the prospectus related to the Plan, the Company’s
annual reports or proxy statements by electronic means or to request Optionee’s consent to participate in the Plan by electronic
means, including, but not limited to, the Securities and Exchange Commission’s Electronic Data Gathering, Analysis, and Retrieval
system or any successor system (“EDGAR”). Optionee hereby consents to receive such documents delivered electronically
or to retrieve such documents furnished electronically (including on EDGAR), as applicable, and agrees to participate in the Plan through
any online or electronic system established and maintained by the Company or another third party designated by the Company.
7.22 Section
409A. The parties intend for the Option to be exempt from Section 409A of the Code or, if not so exempt, to be treated in a manner
which complies with the requirements of such section, and intend that this Agreement be construed and administered in accordance with
such intention. In the event that the parties determine that the terms of this Agreement or the Option needs to be modified in order
to comply with Section 409A of the Code, the parties shall cooperate reasonably to do so in a manner intended to best preserve the economic
benefits of this Agreement. Any payments that qualify for the “short-term deferral” exception or another exception under
Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation
under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation.
Notwithstanding anything contained herein to the contrary, to the extent required in order to avoid accelerated taxation and/or tax penalties
under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this
Agreement during the six-month period immediately following the Participant’s separation from service shall instead be paid on
the first business day after the date that is six months following the Participant’s termination date (or death, if earlier).
-8-
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 5
Exhibit
99.1
CALIFORNIA
BANCORP DECLARES CASH DIVIDEND
San
Diego, Calif., May 28, 2026 – California Bancorp (Nasdaq: BCAL), the holding company for California Bank of Commerce, N.A., announces
that its Board of Directors has declared a regular quarterly cash dividend of $0.10 per share to holders of its common stock. The dividend
is expected to be paid on July 15, 2026, to shareholders of record at the close of the business day on June 23, 2026.
ABOUT
CALIFORNIA BANCORP
California
BanCorp (NASDAQ: BCAL) is a registered bank holding company headquartered in San Diego, California. California Bank of Commerce, N.A.,
a national banking association chartered under the laws of the United States (the “Bank”) and regulated by the Office of
Comptroller of the Currency, is a wholly owned subsidiary of California BanCorp. Established in 2001 and headquartered in Del Mar, California,
the Bank offers a range of financial products and services to individuals, professionals, and small to medium-sized businesses through
its 14 branch offices including 11 commercial banking offices serving California. The Bank’s solutions-driven, relationship-based
approach to banking provides accessibility to decision makers and enhances value through strong partnerships with its clients. Additional
information is available at www.bankcbc.com.
INVESTOR
RELATIONS CONTACT
Kevin
Mc Cabe
California
Bank of Commerce
kmccabe@bankcbc.com
818.637.7065
1
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