EMPLOYMENT AGREEMENT

“ Board ”) of the Bank and MB, and subject, at all times, to the powers vested by law in the Board of the Bank and MB and their respective shareholders.  Executive shall also serve as a member of the Boards of MB and Bank throughout the Term.  During the Term, Executive shall perform the services herein contemplated to be performed by Executive faithfully, diligently and to the best of Executive’s ability, consistent with the highest and best standards of the banking industry and in compliance with all applicable laws and the Bank’s and MB’s Articles of Association or Incorporation, Bylaws and internal written policies.

2.                                        Conflicts of Interest .   Except as permitted by the prior written consent of the Board of MB or Bank, Executive shall devote Executive’s entire productive time, ability and attention to the business of the Bank and MB during the Term and Executive shall not directly or indirectly render any services of a business, commercial or professional nature, to any other person, firm or corporation, whether for compensation or otherwise, which are in conflict with the Bank’s or MB’s interests.  Notwithstanding the foregoing, Executive may make investments of a passive nature in any business or venture, provided that such business or venture is not in competition, directly or indirectly, in any manner with the Bank or MB.

C.                                      COMPENSATION

1.                                        Salary .   For Executive’s services hereunder, the Bank or MB shall pay or cause to be paid as annual base salary (the “ Base Salary ”) to Executive not less than Two Hundred Thousand Dollars ($200,000) for the first year of the Term, with annual increases in the discretion of the Boards or the Bank’s and MB’s Compensation Committees.  Base Salary shall be payable in equal installments in conformity with the Bank’s normal payroll period.

2.                                        Bonuses . Any bonuses shall be as determined by the Boards of the Bank and MB, in their sole discretion.

D.                                     EXECUTIVE BENEFITS

1.                                        Vacation .   Executive shall be entitled to vacation during each year of the Term consistent with the Bank’s approved vacation schedule and policy, which shall provide Executive with not less than four (4) weeks vacation for each year of the Term.  Executive is encouraged to use all accrued vacation benefits and will be expected to take vacation in the year it is earned.  Accrual of any unused vacation shall be determined in accordance with the Bank’s Personnel Policy as in effect from time to time and shall be subject to any limitations set forth therein.

2.                                        Group Medical and Other Insurance Benefits .   The Bank shall provide for Executive, at the Bank’s expense, group medical and other insurance benefits in accordance with the Bank’s Personnel Policy as in effect from time to time.  All coverage under this paragraph shall be in existence or shall take effect as of the Effective Date hereof.  The Bank’s and MB’s liability to Executive for any breach of this paragraph shall be limited to the amount of premiums required hereunder to be payable by the Bank to obtain or maintain, as applicable, the coverage contemplated herein.

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3.                                        Stock Option .  MB has granted Executive under the Stock Option Agreement an option to purchase 124,382 of shares of MB’s authorized but unissued Common Stock equal to five percent (5.0%) of the amount of shares of MB’s Common Stock issued and outstanding immediately prior to the Effective Date, at the fair market value of the stock on the date of grant which equals the price at which such shares were sold by MB prior to the Effective Date.  Such option has a term of ten (10) years and shall vest in three installments of 33.33% per year over a period of three (3) years, with the first such installment to vest one year from the date of grant, and with subsequent installments vesting two and three years thereafter.  To the maximum extent permitted by law, the option will qualify as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.  Such stock option has been granted to Executive, pursuant to MB’s Stock Option Plan (the “ Plan ”) and the Stock Option Agreement.

In addition to the foregoing option, MB shall grant to Executive options (the “ Additional Options ”) to purchase a number of shares of MB’s authorized but unissued Common Stock equal to five percent (5.0%) of the amount of MB’s Common Stock sold in the MB’s first subsequent non-underwritten public offering following its initial public offering at the fair market value of such stock at the time of the closing of such subsequent offering.  The right of Executive to receive Additional Options upon the closing of such non-underwritten public offering shall terminate on the commencement of an offering underwritten pursuant to a firm commitment.  Each Additional Option shall be for a term of ten (10) years, and will vest in three installments of 33 1 / 3 % per year over a period of three (3) years, with the first such installment to vest one year from the date of grant, and with subsequent installments vesting two and three years thereafter.  As used herein the term “non-underwritten public offering” shall include a public offering in which all underwriters participate on a best efforts basis only.

4.                                        Auto Allowance .   During the Term, Executive shall be entitled to receive One Thousand Dollars ($1,000) per month as a car allowance.

5.                                        Club Membership .   Executive shall be provided with an executive membership at Palos Verdes Country Club at the Bank’s expense.  The Bank shall pay or reimburse Executive for all dues associated with such membership and reimburse Executive for all business expenses in accordance with Bank’s reimbursement policies.

E.                                       REIMBURSEMENT FOR BUSINESS EXPENSES

Executive shall be entitled to reimbursement by the Bank or MB for any ordinary and necessary business expenses incurred by Executive in the performance of Executive’s duties in accordance with the Bank’s and MB’s reimbursement policies in effect from time to time, provided that each such expenditure is of a nature qualifying it as a proper deduction on the federal and state income tax returns of the Bank and MB as a business expense and not as deductible compensation to Executive; and Executive furnishes to the Bank and MB adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of such expenditures as deductible business expenses of the Bank and not as deductible compensation to Executive.

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F.                                       TERMINATION

1.                                        Termination for Cause .   The Bank or MB may terminate this Agreement at any time by action of its Board for cause (“ Cause ”).  For purposes of this Agreement termination for “Cause” shall mean termination because of Executive’s personal dishonesty, incompetence, willful misconduct, any breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order or material breach of any provision of this Agreement.  For purposes of this Agreement, no act, or the failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, not in good faith and without reasonable belief that the action or omission was in the best interests of the Bank or MB.  Termination under this Paragraph shall not prejudice any remedy that the Bank or MB may have at law, in equity, or under this Agreement.

2.                                        Death or Disability .   In the event of Executive’s death or if Executive is found to be physically or mentally disabled (as hereinafter defined) by the Board of Bank or MB in good faith, this Agreement shall terminate without any further liability or obligation by the Bank to Executive.  For purposes of this Agreement only, physical or mental disability shall be defined as Executive having been unable to fully perform under this Agreement for a continuous period of ninety (90) days or a cumulative period of one-hundred eighty (180) days in any calendar year, or, if applicable, such other periods as may be defined in the Bank’s Personnel Policy or in applicable disability insurance policies as in effect from time to time.  If there should be a dispute between the Bank or MB and Executive as to Executive’s physical or mental disability for purposes of this Agreement, the question shall be settled by the opinion of an impartial reputable physician or psychiatrist agreed upon by the parties or their representatives, or if the parties cannot agree within ten (10) days after a request for designation of such party, then by a physician or psychiatrist designated by the Los Angeles County Medical Association.  The certification of such physician or psychiatrist as to the question in dispute shall be final and binding upon the parties hereto.  The Bank or MB shall bear the costs of such physician or psychiatrist selected to determine such matter.

3.                                        Supervisory Matters .   If Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)), the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed, the Bank may in its discretion:  (i) pay Executive all or part of the compensation withheld while its obligations under this Agreement were suspended; and (ii) reinstate (in whole or in part) any of its obligations which were suspended.  If Executive is removed and/or permanently prohibited from participating in the conduct of the Bank’s affairs by an order issued under Section 8(e)(3) or i(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)), all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected.  If the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(1)), all obligations under this Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected.  All obligations under this Agreement shall be terminated, except to

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the extent that it is determined that continuation of the Agreement is necessary for the continued operation of the Bank; (i) by the Federal Deposit Insurance Corporation at the time that the Federal Deposit Insurance Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 11 of the Federal Deposit Insurance Act (12 U.S.C. Section 1821); or (ii) by the Federal Deposit Insurance Corporation or the United States Comptroller of the Currency or his or her designee, at the time that the Federal Deposit Insurance Corporation or the United States Comptroller of the Currency or his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank or when the Bank is in an unsafe or unsound condition.  All rights of the parties that have already vested, however, shall not be affected by such action.

4.                                        Termination Without Cause .   Notwithstanding anything to the contrary contained herein, it is agreed by the parties hereto that the Bank or MB may at any time without Cause and for any reason immediately terminate this Agreement and Executive’s employment by the Bank by action of their respective Boards.  Upon such termination by the Bank or MB all benefits provided by the Bank or MB hereunder to Executive shall thereupon cease, except as provided in this Subparagraph F.4 or Subparagraph F.5, and Executive shall be deemed to have voluntarily resigned as a director, officer and employee of the Bank and MB and any corporation, partnership, venture, limited liability company or other entity controlled by, controlling or under common control with the Bank or MB, and shall deliver such written resignation as Bank or MB may request.  Notwithstanding the foregoing, it is agreed that in the event of such termination without Cause by the Bank or MB upon the delivery to the Bank by Executive of a waiver and release in substantially the form of Attachment “A” to this Agreement, and Executive’s compliance with the terms thereof, Executive shall be entitled to, upon the effective date of termination, payment of a lump sum equivalent to twelve (12) months’ base salary as such base salary is in effect on the date of termination of employment, plus continuation of Executive’s medical benefits for a period of twelve (12) months following such termination, with Bank continuing to pay Executive’s share of premiums and associated costs as if Executive continued to be employed with the Bank and MB; provided , however, that the Bank’s and M