Exhibit 10.3
FIRST AMENDMENT TO SHAREHOLDER
AGREEMENT
This First Amendment to Shareholder
Agreement (“ Amendment ”) is dated as of
July 16, 2009, by and between 1st Pacific Bancorp, a
California corporation (“ 1st Pacific Bancorp
”) and 1st Pacific Bank of California, a California
state-chartered bank and the wholly-owned subsidiary of 1st Pacific
Bancorp (“ 1st Pacific Bank ,” and
together with 1st Pacific Bancorp, “ 1st
Pacific ”) on the one hand, and Ernest Auerbach, an
individual (“ Ernest ”), and Lisa D.
Auerbach, an individual (“ Lisa ”),
on the other hand, with reference to the following
facts:
RECITALS
A.
As a condition to 1st Pacific’s willingness to enter into
that certain Agreement and Plan of Merger dated as of July 16,
2009 (the “ Reorganization Agreement ”)
with First Business Bank, National Association, a national banking
association (“ First Business Bank ”),
and FB Bancorp, a California corporation (“ FB
Bancorp ”), 1st Pacific and Ernest entered into a
Shareholders Agreement dated July 16, 2009 (the “
Agreement ”).
B.
Lisa and Ernest, as husband and wife, own shares in First Business
Bank and FB Bancorp as community property with right of
survivorship, and Lisa was inadvertently not included as a party to
the Agreement.
C.
Lisa and Ernest, together, are the largest shareholder
