SEPARATION AGREEMENT WITH WILLIAM J. GRIMM

Exhibit 10.1.25

SEPARATION AGREEMENT AND GENERAL RELEASE

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into by and between WILLIAM J. GRIMM (hereafter referred to as "Mr. Grimm") and PACIFIC CAPITAL BANK, N.A. (hereafter referred to as "PCB") with reference to the following facts:

RECITALS :

NOW, THEREFORE , the parties hereto, intending to be legally bound, do hereby agree as follows:

• To assist Mr. Grimm in his transition, and in consideration of the promises made by Mr. Grimm in this Agreement, PCB agrees, subject to the other terms and conditions of this Agreement, to furnish the following benefits to Mr. Grimm:

In consideration of PCB’s promises under this Agreement, Mr. Grimm agrees as follows:

2.1 Consultation Services . Mr. Grimm agrees that, for a twelve (12)-month period commencing with his execution of this Agreement and ending twelve months thereafter, he will, upon reasonable advance notice, make himself available during normal business hours to consult with PCB concerning questions PCB may have about information technology projects undertaken or programs installed during Mr. Grimm’s tenure at PCB, and such other matters as PCB may reasonably request. PCB agrees that Mr. Grimm will not be required to provide more than ten (10) hours of consulting services in any calendar week, nor more than a cumulative total of more than twenty (20) hours of consulting services in any calendar month, and that there is no minimum number of hours of consultation services that Mr. Grimm will be required to render in order to receive the benefits provided for under Section 1, above. PCB agrees to reimburse Mr. Grimm for any reasonable actual travel, hotel and meal expenses associated with any travel to Santa Barbara or other locations that PCB may request Mr. Grimm to undertake in conjunction with furnishing such consulting services.

2.2 General Release . Mr. Grimm hereby fully, finally and forever releases and discharges the PCB, its affiliated entities, and their respective past, present and future officers, directors, employees, insurance carriers, other agents, successors and assigns (all such parties are hereafter collectively referred to as the "Released Parties") of and from any and all causes of action, obligations, claims, damages, costs or liabilities, whether known or unknown, which Mr. Grimm has or may hereafter learn of against each or any of the Released Parties by reason of any act or omission or cause arising prior to Mr. Grimm’s execution of this Agreement.

Without limiting the generality of the foregoing, Mr. Grimm releases and discharges the Released Parties from any and all causes of action, obligations, claims, damages, costs or liabilities, whether known or unknown, which Mr. Grimm has or may hereafter learn of against each or any of the Released Parties by reason of his employment with PCB or the termination of that employment including, but not limited to, claims based on or relating to: (a) any express or implied contract; (b) wrongful discharge; (c) termination in breach of public policy; (d) age discrimination under the Age Discrimination in Employment Act of 1967, as amended (other than claims based on acts or omissions occurring after the execution of this Agreement); (e) claims of discrimination, harassment or retaliation under Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, or the California Fair Employment and Housing Act, which prohibit discrimination, harassment and retaliation based on factors such as race, color, age, ancestry, national origin, sex, sexual orientation, transgender status, religion, mental or physical disabilities, marital status, or family or medical leave needs; (f) any other federal, state or local laws or regulations prohibiting employment discrimination or retaliation; (g) personal injury, defamation, assault, battery, infliction of emotional distress, invasion of privacy, or false imprisonment; (h) claims for additional wages, compensation, overtime pay, or any other entitlements or benefits as an employee of PCB; and (j) claims for attorneys’ fees or costs.

This release covers both claims that Mr. Grimm knows about and those that he may not know about. Accordingly, Mr. Grimm waives any rights afforded by Section 1542 of the California Civil Code, which reads as follows:

• "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

Mr. Grimm agrees that he will not file or bring any claims, charges, complaints, or other legal actions against PCB or any of the other Released Parties arising out of or based upon the circumstances of his employment with PCB or the termination of that employment, except in connection with his enforcement of PCB’s obligations under this Agreement or in challenging or seeking a determination in good faith of the validity of this waiver under the ADEA.

2.3 Non-Disparagement . Mr. Grimm agrees to refrain from making any disparaging, denigrating, or untrue statements to third parties about PCB, its board members, officers, employees, affiliates, products, services or business.

2.4 Confidentiality . Mr. Grimm agrees that, unless responding to a subpoena or otherwise required by law