Exhibit 10.3
DIRECTORS
AGREEMENT
This Directors Agreement (this
“ Agreement ”) is made and entered into
this day of
,
2009, by and between 1st Pacific Bancorp, a California corporation
(“ 1st Pacific Bancorp ”) and
(“ Affiliate ”) with reference to the
following facts:
RECITALS
A.
First Business Bank, National
Association, a national banking association (“ First
Business Bank ”), FB Bancorp, a California
corporation (“ FB Bancorp ”), 1st Pacific
Bank of California, a California state-chartered commercial bank
and the wholly-owned subsidiary of 1st Pacific Bancorp (“
1st Pacific Bank ”), and 1st Pacific Bancorp
have entered into that certain Agreement and Plan of Merger dated
as of this date (the “ Reorganization Agreement
”), pursuant to which: (i) FB Bancorp and First Business
Bank will reorganize and FB Bancorp will become the bank holding
company for First Business Bank (the “ Bank Holding
Company Formation ”); (ii) immediately
thereafter, FB Bancorp will cause the merger of a wholly-owned
merger subsidiary with and into 1st Pacific Bancorp (the “
Merger ”), with 1st Pacific Bancorp as the
resultant or surviving corporation in the Merger (the “
Surviving Corporation ”);
(iii) immediately thereafter, the Surviving Corporation will
merge with FB Bancorp (the “ Bank Holding Company
Merger ”) with the Surviving Corporation as the
resultant or surviving bank holding company (the “
Surviving Bank Holding Company ”) for First
Business Bank and 1st Pacific Bank; and (iv) immediately
thereafter, the Surviving Bank Holding Company will cause the
merger of First Business Bank with 1st Pacific Bank (the “
Bank Merger ”) with 1st Pacific Bank as the
resultant or surviving bank in the Bank Merger (the “
Surviving Bank ”).
B.
As a condition to its willingness to
enter into the Reorganization Agreement, and in reliance on
Affiliate’s representations, warranties, covenants and
agreements hereunder, 1st Pacific Bancorp has requested that
Affiliate agree, and Affiliate has agreed, to enter into this
Agreement and to perform Affiliate’s duties and obligations
hereunder.
NOW, THEREFORE, in consideration of
the promises and of the representations, warranties and covenants,
agreements and conditions contained herein and in the
Reorganization Agreement, the parties hereto agree as
follows:
AGREEMENT
1.
AGREEMENTS OF
AFFILIATE
1.1.
Agreement to Vote
. At any meeting of the
shareholders of First Business Bank to approve the Holding Company
Formation, the Merger, the Reorganization Agreement and the
transactions contemplated thereby, Affiliate shall vote or cause to
be voted all shares of common stock of First Business Bank, $5.00
par value per share (“ First Business Bank
Stock ”) owned by Affiliate and any other shares of
First Business Bank Stock hereafter acquired by Affiliate in favor
of, and to approve, the principal terms of the Holding Company
Formation, the Merger and any other matter contemplated by the
Reorganization Agreement which requires the approval of the
shareholders of First Business Bank.
1
1.2.
Agreement to Recommend
. Subject to Affiliate’s
fiduciary obligations under applicable law, Affiliate shall
recommend to the shareholders of First Business Bank to vote in
favor of, and to approve, the principal terms of the Merger and any
other matters contemplated by the Reorganization
Agreement.
1.3.
Restrictions on
Dispositions .
Affiliate agrees that, except with the prior written consent of 1st
Pacific Bancorp, or pursuant to the Merger, Affiliate will not
pledge nor otherwise encumber, sell, assign or otherwise dispose of
any shares of First Business Bank Stock currently owned or acquired
by Affiliate after the date of this Agreement.
1.4.
Cooperation
. Subject to Affiliate’s
fiduciary obligations under applicable law, Affiliate agrees to
cooperate fully with 1st Pacific Bancorp and 1st Pacific Bank in
connection with the Merger and the other transactions contemplated
in the Reorganization Agreement.
2.
REPRESENTATIONS AND WARRANTIES
OF AFFILIATE
Affiliate represents and warrants to
and agrees with 1st Pacific Bancorp as follows:
2.1.
Capacity . Affiliate has all the requisite capacity
and authority to enter into and perform Affiliate’s
obligations under this Agreement.
2.2.
Binding Agreement
. This Agreement constitutes
the valid and binding obligation of Affiliate, except as the
enforcement hereof may be limited by general principles of
equity.
2.3.
Non-Contravention
. The execution and delivery
of this Agreement by Affiliate does not, and the performance by
Affiliate of Affiliate’s obligations hereunder and the
consummation by Affiliate of the transactions contemplated hereby
will not, violate or conflict with or constitute a default under
any agreement, instrument, contract or other obligation or any
order; arbitration award, judgment or decree to which Affiliate is
a party or by which Affiliate is bound, or any statute,
rule or regulation to which Affiliate or any of
Affiliate’s property is subject.
2.4.
Ownership of Shares
. Schedule 1
hereto correctly sets forth the number of shares of First Business
Bank Stock owned by Affiliate, or with respect to which Affiliate
has voting power or beneficial ownership, as of the date
hereof. Affiliate has good title to all of the shares of
First Business Bank Stock indicated as owned by Affiliate in the
capacity set forth on Sc
