BANC OF CALIFORNIA, INC. (NYSE:BANC) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

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

On April24, 2017, the Board of Directors (the Board) of Banc of
California, Inc. (the Company) appointed Douglas Bowers,
age 59, as (i)the Companys President and Chief Executive Officer
effective May8, 2017 (the Effective Date) and (ii)as a ClassII
director of the Board. In his capacity as a director, he has been
named to the Enterprise Risk Committee and the Community
Development Committee of the Board. Mr.Bowers has also been
appointed as President and Chief Executive Officer of the
Companys subsidiary, Banc of California, N.A. (the Bank), and as
a member of its board of directors. A copy of a press release
announcing Mr.Bowers as the Companys President and CEO and as a
director of the Boardis attached hereto as Exhibit 99.1 and
incorporated herein by reference.

Mr.Bowers is a veteran banking executive with over 35 years of
banking experience, including his most recent role as Chief
Executive Officer of Square 1 Bank from 2011 until its sale to
PacWest Bancorp in 2015. Previously he held roles at Lone Star/
Hudson Advisors, a leading private equity firm, and at Bank of
America, where he spent nearly thirty years leading divisions
including Commercial Banking, Corporate Banking, Leasing and
Specialized Products.

In connection with his appointment, Mr.Bowers, the Company and
the Bank entered into an Employment Agreement dated April24, 2017
(the Employment Agreement). to the Employment Agreement,
Mr.Bowers will receive an initial annual base salary of $700,000.
In addition, Mr.Bowers 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
2017, the annual bonus will be prorated but no less than
$425,000.

to the Employment Agreement, Mr.Bowers will be granted 70,000
restricted stock units under the Companys 2013 Omnibus Stock
Incentive Plan, 35,000 of which will be subject solely to
service-based vesting conditions (the Time-Based Award) and
35,000 of which will be subject to performance-based and
service-based vesting conditions (the Performance-Based Award).
Subject to Mr.Bowers continued employment, one-third (1/3) of the
Time-Based Award will vest on each anniversary of the Effective
Date and (ii)the Performance-Based Award will vest on the last
day of a three-year performance period ending December31, 2019,
if and to the extent applicable performance-based vesting
conditions are achieved.

In the event of the termination of Mr.Bowers employment for any
reason, he will be entitled to any accrued payments and benefits.

In addition, in the event that, during the term of the Employment
Agreement, the Company and the Bank terminate Mr.Bowers
employment without cause or Mr.Bowers resigns with good reason,
as such terms are defined in the Employment Agreement, then,
subject to certain conditions, Mr.Bowers will be entitled to:
(i)severance pay in the sum of (A) 50% of his annual base salary
then in effect and (B) 50% of his target annual bonus opportunity
then in effect; and (ii)for 12 months, monthly payments equal to
Mr.Bowers monthly COBRA premiums minus the amount he paid for his
monthly health-care premiums prior to the date of termination;
provided that if the termination occurs within the two-year
period following a change of control, in lieu of the above
severance amounts Mr.Bowers would be entitled to severance pay
equal to 200% of his annual base salary and target annual bonus
opportunity and the monthly payments equal to Mr.Bowers monthly
COBRA premiums minus the amount he paid for his monthly
health-care premiums prior to the date of termination would
continue for 24 months. In addition, if such termination occurs
during the two-year period following a change of control, or if
Mr.Bowers employment is terminated due to death or disability, as
defined in the Employment Agreement, Mr.Bowers outstanding
equity-based awards will vest and become free of restrictions
immediately (with any performance-based equity awards vesting at
target performance levels, unless the applicable performance
goals are determinable as of the date of termination and actual
performance exceeds target performance levels, in which case the
performance-based awards will vest based on the actual level of
achievement determined as of the date of termination).

Finally, in the event that any of Mr.Bowers payments or benefits
under the Employment Agreement or otherwise would become subject
to excise taxes imposed by Section4999 of the Internal Revenue
Code (the Excise Taxes), such payments or benefits would be
(i)delivered in full, or (ii)reduced such that no portion of the
payments or benefits would be subject to the Excise Taxes,
whichever is more favorable on an after tax basis to Mr.Bowers.

The foregoing description of the Employment Agreementis qualified
in its entirety by reference to the full text of theEmployment
Agreement, which is attached hereto as Exhibit 10.1 and
incorporated herein by reference.

Mr.Bowers is also expected to enter into the same form of
indemnification agreement with the Company as the Companys other
directors and certain of the Companys officers, which agreement
supplements the indemnification provisions of the Companys
charter by contractually obligating the Company to indemnify, and
to advance expenses to, such persons to the fullest extent
permitted by applicable law.

Mr.Bowers has no direct or indirect material interest in any
transaction required to be disclosed to Item 404(a) of
RegulationS-K, has no arrangement or understanding between him
and any other person required to be disclosed to Item 401(b) of
Regulation S-K and
has no family relationships required to be disclosed to Item
401(d) of Regulation S-K.

Hugh F. Boyle, who
has served as Interim CEO since January23, 2017, will step down
from that role effective May8, 2017, but will continue with the
Company in his capacity as Chief Risk Officer. J. Francisco A.
Turner, who has served as Interim President since January23,
2017, will step down from that role effective May8, 2017, but
will continue with the Company in his capacity as Chief Strategy
Officer and Interim Chief Financial Officer.

(d)
Exhibits.

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 00.00 at 22.45 with 877,060 shares trading hands.