California BanCorp CA

Updated Executive Change in Control Agreements

On March 26, 2025, Richard Hernandez, the President of the Company and the Bank, and Thomas Dolan, the Chief Financial Officer of the Company and the Chief Strategy Officer of the Bank, each entered into an Amended and Restated Change in Control Agreement, superseding their respective then-existing change in control agreements with the Company and the Bank (the “Amended and Restated Change in Control Agreements”). The Amended and Restated Change in Control Agreements provide the same compensation and benefit terms as the prior change in control agreements (which are described in the Company’s 2024 Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 18, 2024) and otherwise include substantially the same terms and conditions as the prior change in control agreements, except that the definition of a “change in control” and the automatic term renewal provision have been revised. Under the Amended and Restated Change in Control Agreements, a “change in control” will be deemed to occur if there is a merger, consolidation or reorganization of the Company or the Bank in which the beneficial owners of the Company’s then outstanding securities prior to the transaction beneficially own less than 60% of the combined voting power of the surviving corporation (changed from 50% in the prior change in control agreements), or if a person becomes the beneficial owner of more than 40% of the Company’s then outstanding securities (changed from 50% in the prior change in control agreements). In addition, under the Amended and Restated Change in Control Agreements, if either of Mr. Hernandez or Mr. Dolan is terminated during the 24 months subsequent to a “change in control” of the Company (changed from 12 months in the prior change in control agreements), as defined in the agreements, by the Company without “cause” or by the executive for “good reason,” in each case as defined in the agreements, he will be entitled to receive a lump sum severance payment equal to the sum of two times (2x) his annual base salary, average annual bonus for the previous three years and the average value of the equity awards granted over the previous three years (the “CIC Payment”). In addition, he would be entitled to a pro-rated (through the date of termination) portion of his bonus for the then-current year, whether payable in cash or property and calculated as if all performance metrics for the maximum bonus were met, and all of his equity incentive awards would vest, with performance based awards vesting at target. Each Amended and Restated Change in Control Agreement includes a Code Section 280G “best-net cutback” provision, and the payment of all such severance amounts and benefits under these agreements is contingent upon the executive’s timely execution and non-revocation of a release of all claims.

The foregoing descriptions of the change in control agreements do not purport to be complete and are subject to, and qualified in its entirety by, the full text of such agreements. A form of the Amended and Restated Change in Control Agreement entered into by Mr. Hernandez and Mr. Dolan is attached as Exhibit 10.11 to this Annual Report on Form 10-K.

Trading Plans

None of our directors or executive officers adopted orterminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fourth fiscal quarter of 2024.