Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 7, 2022, Banc of California, Inc. (the "Company") and Banc of
California, N.A., a wholly owned subsidiary of the Company (the "Bank") entered
into an amended and restated employment agreement with Jared M. Wolff, President
and Chief Executive Officer of the Company and the Bank (the "Employment
Agreement"), amending certain provisions of Mr. Wolff's existing employment
agreement (the "Prior Employment Agreement") as further described herein.
As with the Prior Employment Agreement, the Employment Agreement provides for
the employment of Mr. Wolff as the President and Chief Executive Officer of the
Company and the Bank. As amended, the term of the renewed Employment Agreement
commences on March 1, 2022 and has a three year term unless terminated sooner or
extended as provided in the Employment Agreement. Pursuant to the Employment
Agreement, Mr. Wolff's annual base salary is raised initially to $875,000 and
his long-term equity incentive award under the Company's equity incentive plan
is expected to be based on an annual target grant amount equal to 110% of the
rate of annual base salary then in effect.
Except as set forth above, the terms and conditions of the Employment Agreement
are substantially the same as the terms and conditions of the Prior Employment
Agreement.
The foregoing description of the Employment Agreement is qualified in its
entirety by reference to the full text of the Employment Agreement, which is
filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10 .1 Amended and Restated Employment Agreement, dated as of February 7,
2022, by and among Banc of California, Inc., Banc of California, N.A. and Jared
Wolff
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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