BANC OF CALIFORNIA, INC. — Form 10-Q

Banc of California amended and restated the employment agreement for Joseph Kauder, Executive Vice President and Chief Financial Officer, effective August 1, 2026. Base salary set at $621,000 through February 28, 2027, then at rate to be determined by the Compensation Committee. Target annual bonus is 80% of base salary; long-term equity incentive target is 120% of base salary (50% RSUs, 50% PSUs). Employment period runs through July 31, 2029 with automatic annual renewal through July 31, 2031 unless either party gives 90 days' notice. Severance upon termination without cause or resignation with good reason is 100% of base salary plus target bonus (200% if within 2 years post-Change of Control). Death/Disability benefits include target bonus payout and immediate full vesting of equity. Agreement includes standard restrictive covenants (nonsolicitation 12 months post-termination, nondisclosure, IP assignment) and mandatory arbitration.