On March 3, 2019, the Board of Directors (the Company Board) of Banc of California, Inc. (the Company) adopted resolutions to appoint Jared M. Wolff, age 49, as (i) the Companys President and Chief Executive Officer and (ii) a Class II director of the Company, with such appointments to be effective as of March 18, 2019 (the Transition Date). Mr. Wolff has also been appointed as President and Chief Executive Officer of Banc of California, N.A., a wholly owned subsidiary of the Company (the Bank), and as a member of the Banks board of directors, effective as of the Transition Date. On March 3, 2019, Douglas H. Bowers, the Companys President and Chief Executive Officer, notified the Company Board that he will depart from his roles as (i) President and Chief Executive Officer of the Company and the Bank and (ii) a Class II director of the Company and a director of the Bank, effective as of the Transition Date. Mr. Bowers will remain as a non-executive employee to assist with the transition of the President and Chief Executive Officer role until April 29, 2019 (the Departure Date).

Appointment of Jared Wolff as President and Chief Executive Officer

Since May 2018, Mr. Wolff has served as Executive Vice President, General Counsel and Corporate Secretary of City National Bank. From January 2018 to May 2018, he served as Senior Vice President and Deputy General Counsel of City National Bank. From 2015 to 2017, Mr. Wolff served as Co-Managing Partner of Quarter Group, LLC, a real estate investment company focused on acquiring urban property. From 2002 to 2014, Mr. Wolff was at PacWest Bancorp and its subsidiary, Pacific Western Bank, where he served as Executive Vice President, General Counsel and Corporate Secretary of PacWest Bancorp and as a director and President of Pacific Western Bank. During his tenure at PacWest, Mr. Wolff managed line and staff functions, oversaw the execution of significant bank and finance company acquisitions and had oversight responsibility for corporate governance, risk management, compliance and internal audit, among other areas. Mr. Wolff received an undergraduate degree from Duke University and a masters degree from Middlebury College. He earned his law degree at the University of Michigan and is admitted to practice law in both California and New York.

In connection with his appointment, Mr. Wolff, the Company and the Bank entered into an Employment Agreement (the Employment Agreement) dated March 4, 2019 to provide that Mr. Wolff will be employed by the Company from March 18, 2019 (the Effective Date) through February 28, 2022, unless terminated sooner or extended as provided in the Employment Agreement. to the Employment Agreement, Mr. Wolff will receive an initial annual base salary of $750,000. In addition, Mr. Wolff will be eligible to receive an annual bonus with an annual target bonus opportunity equal to 50% of the rate of annual base salary in effect. The actual annual bonus earned may be between 0% and 150% of the target bonus, depending on the level of achievement of applicable goals. For fiscal year 2019, the annual bonus will be prorated but no less than $562,500. Regardless of the target bonus metrics for a particular year, the actual bonus for that year will be 150% of the target bonus if the Companys actual net income exceeds 115% of the Companys budgeted net income and the Bank is operated in a manner consistent with its risk profile, as approved by the Company Board.

to the Employment Agreement, Mr. Wolff will be granted inducement equity awards under the Companys 2018 Omnibus Stock Incentive Plan amounting to $3 million (with the number of shares to be determined based on the closing price of the Companys common stock on the day immediately preceding the grant date), $2 million of which will be in the form of restricted stock subject solely to service-based vesting conditions (the Time-Based Award) and $1 million of which will be in the form of restricted stock units subject to performance-based and service-based vesting conditions (the Performance-Based Award). Subject to Mr. Wolffs continued employment, one-fourth (1/4) of the Time-Based Award will vest on each of the first four anniversaries of the Effective Date and (ii) the Performance-Based Award will vest on December 31, 2021, if and to the extent applicable performance-based vesting conditions are achieved.