BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On January23, 2017, Steven Sugarman resigned from his position as
President and Chief Executive Officer of Banc of California, Inc.
(the Company). He also resigned from the Companys Board of
Directors and from all of his positions with the Companys
wholly-owned subsidiary, Banc of California, N.A. In connection
with his resignation, Mr.Sugarman and the Company entered into an
Employment Separation Agreement and Release, a copy of which is
attached hereto as Exhibit 99.1.

In accordance with the Companys succession plan, upon
Mr.Sugarmans resignation the Companys Board of Directors
appointed an interim Office of the CEO / President. The Office of
the CEO / President is composed of Hugh Boyle, Chief Risk
Officer, who was named Interim Chief Executive Officer (principal
executive officer), and J. Francisco A. Turner, Chief Strategy
Officer and Principal Financial Officer who was named Interim
President and Chief Financial Officer (principal financial
officer). All of these actions were taken on January23, 2017.

Mr.Boyle, age 57, was originally appointed as Executive Vice
President and Chief Risk Officer of the Company and its
wholly-owned subsidiary, Banc of California, N.A. (the Bank),
effective September 30, 2013. Prior to joining the Company,
Mr.Boyle served as Chief Risk Officer for Flagstar Bank. Mr.
Boyle has over 30 years of enterprise risk management and credit,
capital markets, and investment banking experience as well as
deep consumer and commercial banking and residential mortgage
lending experience in both domestic and international markets.
Mr. Boyles investment banking background includes 16 years in
credit risk at Goldman Sachs and Lehman Brothers where he worked
closely with financial institutions globally supporting their
debt and equity capital market transactions, trading, MA and
strategic and credit rating advisory work. Mr. Boyle has senior
executive experience managing risk and credit at CIBC First
Caribbean International Bank and Washington Mutual.

Mr.Boyles employment agreement, as amended, is described in the
Companys Proxy Statement that was filed with the Securities and
Exchange Commission on April15, 2016. The description therein,
including his term of office, is qualified in its entirety by
reference to the full text of Mr.Boyles Employment Agreement
which is filed as Exhibit 10.5 and 10.5A to the Companys Annual
Report on Form 10-K that was filed with the SEC on February18,
2016.

Mr.Turner, age 41, joined the Company on January 6, 2014. Since
September 19, 2016, Mr. Turner has served as the Companys
co-Principal Financial Officer, in addition to his position as
the Banks Chief Strategy Officer. Mr. Turner was originally
appointed as Executive Vice President and Chief Strategy Officer
of the Bank on November 9, 2015. Prior to his appointment as
Executive Vice President and Chief Strategy Officer, Mr. Turner
served for nearly two years as the Banks Managing Director of the
Financial Institutions Bank, a division of the Bank. Prior to
joining the Company, Mr. Turner served as the Head and Managing
Director of Institutional Banking for The Bancorp Bank. Mr.
Turner has over 18 years of experience in investment banking,
private equity, corporate finance and mergers and acquisitions,
including senior leadership roles at The Bancorp Bank, Transact
Network and as an investment professional at Spectrum Equity
Investors. He started his career at Bank of America Robertson
Stephens. He also has significant expertise in Financial
Institutions Banking, Payments, PacRim and European Banking.

A Current Report on Form 8-K that was filed with the Securities
and Exchange Commission on March25, 2016 includes a description
of Mr.Turners employment agreement, including his term of office.
The description therein is qualified in its entirety by reference
to the full text of Mr.Turners Employment Agreement which is
attached as Exhibit 10.5 to such Form 8-K and is incorporated
herein by reference.

On January23, 2017 (Effective Date), the Company, the Bank and
Mr.Sugarman, entered into an Employment Separation Agreement and
Release effective as of the Effective Date (Agreement). Under the
terms of the Agreement, as negotiated between the Company and
Mr.Sugarman, Mr.Sugarman resigned from all positions he held with
respect to the Company, the Bank and their respective affiliated
entities (collectively, the Bank Affiliated Entities), and
resigned from the Board of Directors of the Company and the Bank.
The Agreement provides that the Company will pay or provide to
Mr. Sugarman (a)his 2016 annual bonus in the amount of
$1,500,000, payable on January 31, 2017; (b)a payment of
$1,040,000 on January 31, 2017; (c)a payment of $360,000, payable
on the first payroll date after the six month anniversary of the
Effective Date; (d) a payment of $1,350,000, payable in equal
installments commencing on the first payroll date following the
six months anniversary of the Effective date and continuing
through the twelfth month following the Effective Date; (e)
medical and dental benefits to Mr.Sugarman and his eligible
dependents, as if he were an employee, for three years following
the Effective Date; and (f) any other amounts or benefits
required to be paid or provided or which Mr.Sugarman has a right
to receive under any plan, program, policy, practice or contract
of the Bank Affiliated Entities through the Effective
Date. In addition, Mr.Sugarmans outstanding unvested equity
awards will vest and his options and stock appreciation rights
will remain exercisable for their full terms. Mr. Sugarman is not
entitled to any other severance payments or benefits.

The Agreement contains mutual general releases of claims arising
out of acts or omissions occurring on or before the Effective
Date, with customary exceptions for obligations arising from the
Agreement, vested benefits, indemnity rights and matters that
cannot be released by private agreement. Mr.Sugarman agrees to
cooperate in providing information for operational, financial and
other reports relating to the period of his employment and agrees
to remain bound by the clawback and confidentiality provisions of
his Amended and Restated Employment Agreement. The Agreement
contains a provision for a Standstill Period from the Effective
Date through July 1, 2018, during which Mr.Sugarman agrees to
limit his ownership of Company shares, his efforts to influence
its Board and his efforts to acquire control of the Company.

The Company issued a press release regarding Mr.Sugarmans
resignation and the appointments of Mr.Boyle and Mr.Turner, a
copy of which is attached hereto as Exhibit 99.2.

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On January23, 2017, the Company issued a press release providing
an update on the investigation currently being conducted by a
special committee of the Companys Board of Directors, with the
assistance of independent legal counsel, into previously
disclosed blogger allegations. The press release also addressed
certain actions approved by the Companys Board of Directors to
enhance corporate governance of the Company. A copy of the press
release is attached hereto as Exhibit 99.3.

(d) Exhibits.

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About BANC OF CALIFORNIA, INC. (NYSE:BANC)

Banc of California, Inc. provides banking services to California’s diverse businesses, entrepreneurs and homeowners. The Bank was formed through the merger of four of Southern California’s community banking franchises. The Bank offers a range of financial services to meet the banking and financial needs of the communities it serves, with operations conducted through over 100 banking offices across California and across the West. The Bank’s deposit product and service offerings include checking, savings, money market, certificates of deposit, retirement accounts, as well as online, telephone and mobile banking, automated bill payment, cash and treasury management, master demand accounts, foreign exchange, interest rate swaps, trust services, card payment services, remote and mobile deposit capture, Automated Clearing House (ACH) origination, wire transfer, direct deposit and safe deposit boxes.

BANC OF CALIFORNIA, INC. (NYSE:BANC) Recent Trading Information

BANC OF CALIFORNIA, INC. (NYSE:BANC) closed its last trading session down -0.75 at 14.95 with 3,718,281 shares trading hands.