Schedule 13D for Foothill Independent Bancorp

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J9w3bnX68XkgyMsKpYGgpQp4FYGDS7gPDnpC6LwNNDNYBJmlpDuxATRH/9Lwg/bO gTBLUdd4S8eiRKBs8lHU1w== 0001193125-06-003593.txt : 20060109 0001193125-06-003593.hdr.sgml : 20060109 20060109172621 ACCESSION NUMBER: 0001193125-06-003593 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060109 DATE AS OF CHANGE: 20060109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59245 FILM NUMBER: 06520090 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000718903 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953815805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 6269638551 MAIL ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 SC 13D 1 dsc13d.htm SCHEDULE 13D FOR FOOTHILL INDEPENDENT BANCORP Schedule 13D for Foothill Independent Bancorp

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

FIRST COMMUNITY BANCORP

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

31983B101

(CUSIP Number)


		with a copy to:

Foothill Independent Bancorp 510 South Grand Avenue Glendora, CA 91741 (626) 963-8551 Attn: George E. Langley		Stradling Yocca Carlson & Rauth 660 Newport Center Drive, Suite 1600 Newport Beach, CA 92660 (949) 725-4000 Attn: Ben A. Frydman

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 30, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31983B101


1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Foothill Independent Bancorp; I.R.S. ID # 95-3815805

2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) ¨

3.	SEC USE ONLY

4.	SOURCE OF FUNDS* OO

5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨

6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. SOLE VOTING POWER None
		8. SHARED VOTING POWER 2,450,064 shares of common stock (1)
		9. SOLE DISPOSITIVE POWER None
		10. SHARED DISPOSITIVE POWER None



11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,450,064 shares of common stock (1)

12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨



13.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% (2)

14.		TYPE OF REPORTING PERSON CO

(1)

Beneficial ownership of the common stock referred to herein is being reported hereunder solely because Foothill Independent Bancorp may be deemed to beneficially own such shares as a result of the Shareholder Agreements described in Item 4 below. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Foothill Independent Bancorp that it is the beneficial owner of any of the common stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(2)

The calculation of the foregoing number of shares beneficially owned and the percentage owned is based on 17,931,831 shares of First Community Bancorp common stock outstanding as of December 14, 2005 (as represented by First Community in the Merger Agreement described in Item 4 below), plus 315,400 shares of First Community common stock issuable upon the exercise of outstanding options which are exercisable within 60 days of December 30, 2005 that are subject to the Shareholder Agreements.

Item 1.

Security and Issuer.

This statement on Schedule 13D relates to shares of common stock, no par value (“First Community Common Stock”), of First Community Bancorp, a California corporation (“First Community”), whose principal executive offices are located at 120 Wilshire Boulevard, Santa Monica, California 90401. The telephone number of First Community is (310) 458-1531.

Item 2.

Identity and Background.

(a)-(c) and (f) The reporting person filing this statement is Foothill Independent Bancorp, a Delaware corporation (“Foothill”), whose principal offices are located at 510 South Grand Avenue, Glendora, CA 91741. The telephone number of Foothill is (626) 963-8551. Foothill is a one-bank holding company that owns all of the capital stock of Foothill Independent Bank, a state-chartered bank that conducts a commercial banking business in the contiguous counties of Los Angeles, San Bernardino and Riverside, California.

The names, citizenship, business addresses, present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, of the directors and executive officers of Foothill are set forth in Schedule A hereto and incorporated herein by this reference.

(d)-(e) Neither Foothill, nor, to its knowledge, any person listed in Schedule A, has during the past five years been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

As described in Item 4, the First Community Common Stock to which this statement relates has not been purchased by Foothill. As an inducement for Foothill to enter into the Merger Agreement described in Item 4 and in consideration thereof, certain shareholders of First Community identified in Item 4 entered into individual shareholder agreements each dated as of December 30, 2005 (a form of which is attached hereto as Exhibit 99.1) with Foothill (the “Shareholder Agreements”), with respect to an aggregate of 2,450,064 shares of First Community Common Stock (the “Shares”).

Foothill has not paid, and does not expect to pay, additional consideration in connection with the execution and delivery of the Shareholder Agreements. For a description of the Shareholder Agreements, see Item 4 below, which description is incorporated herein by reference in response to this Item 3, as well as Exhibit 99.1 filed herewith, which is specifically incorporated herein by this reference in response to this Item 3.

Item 4.

Purpose of Transaction.

(a)-(j) On December 14, 2005, First Community and Foothill entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement was approved unanimously by the board of directors of each of First Community and Foothill. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Foothill will merge with into First Community for $238.0 million in consideration consisting of common shares of First Community for the outstanding common stock of Foothill and cash for the Foothill stock options (the “Merger”). The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, as amended. The Merger is subject to the approval of both First Community’s and Foothill’s shareholders and applicable banking regulators, as well as other customary closing conditions, and is expected to close during the second quarter of 2006.

The definitive agreement provides a mechanism for determining an initial exchange ratio of approximately 0.4982 shares of First Community Common Stock for each Foothill share, based on the average closing price of First Community’s Common Stock over a 15 trading day measurement period preceding the signing of the Merger Agreement, which was $52.47 per share. On the basis of that ratio, and assuming all currently outstanding Foothill

options are cancelled for cash, each Foothill shareholder would receive approximately $26.14 in First Community Common Stock for each of their Foothill shares. The initial exchange ratio and the number of First Community shares that each Foothill shareholder will receive will adjust depending on the average closing price of First Community’s Common Stock over a final 15 trading day measurement period ending two trading days prior to the closing of the transaction, thereby fixing the total consideration to holders of Foothill common stock and options at $238 million. However, if First Community’s average Common Stock price over the final measurement period is less than $45.91 per share, then the final exchange ratio would become fixed at approximately 0.5694 First Community shares for each Foothill share, and the value of the total merger consideration would decrease accordingly. If, on the other hand, First Community’s average Common Stock closing price over that final measurement period is greater than $59.03 per share, the final exchange ratio would become fixed at approximately 0.4428 First Community shares for each Foothill share, and the value of the total merger consideration would increase accordingly.

As an inducement for Foothill to enter into the Merger Agreement and in consideration thereof, each of the persons set forth on Schedule B attached hereto, which is incorporated herein by this reference (collectively, “First Community Shareholders”), entered into the Shareholder Agreements with Foothill. Such persons beneficially own an aggregate of 2,450,064 shares of First Community Common Stock that are subject to the Shareholder Agreements, or approximately 13.4% of First Community Common Stock outstanding as of the date of the Merger Agreement. Of the 2,450,064 shares subject to the Shareholder Agreements, 315,400 shares are issuable upon the exercise of outstanding options which are exercisable within 60 days of December 30, 2005.

By executing the Shareholder Agreements, each First Community Shareholder has agreed to vote all of the Shares beneficially owned by such First Community Shareholder (a) in favor of the approval of the Merger Agreement and the issuance of First Community Common Stock pursuant to the terms and conditions of the Merger Agreement; (b) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of First Community under the Merger Agreement; (c) except with the prior written consent of Foothill, against the following actions (other than the Merger): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving First Community; (B) any sale, lease, transfer or disposition of a material amount of the assets of First Community; (C) any change in the majority of the board of directors of First Community; (D) any material change in the present capitalization of First Community; (E) any amendment of First Community’s articles of incorporation or bylaws; (F) any other change in the corporate structure, business, assets or ownership of First Community; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the contemplated economic benefits to Foothill of the Merger and the transactions contemplated by the Merger Agreement. In addition, each of the First Community Shareholder has agreed not to enter into any agreement, arrangement or understanding with any person prior to the Termination Date (as defined in the Merger Agreement) to vote or give instructions, whether before or after the Termination Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

Pursuant to the terms of the Shareholder Agreements, each of the First Community Shareholders also agreed not to (i) sell, transfer, convey, assign or otherwise dispose of any of his or her Shares without the prior written consent of Foothill, other than Shares sold or surrendered or deemed sold or surrendered to pay the exercise price of any options to acquire First Community Common Stock or to satisfy First Community’s withholding obligations with respect to any taxes resulting from such exercise or resulting from the vesting of restricted stock or restricted performance stock, or (ii) pledge, mortgage or otherwise encumber such Shares.

The Shareholder Agreements will terminate upon the consummation of the Merger, except that if the Merger is not consummated, the obligations of the Shareholder thereunder will terminate upon the termination of the Merger Agreement in accordance with its terms.

Any references to, and/or descriptions of, the Shareholder Agreements and the Merger Agreement in this Item 4 are qualified in their entirety by this reference to the Shareholder Agreements and the Merger Agreement, copies of which are filed as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D. Exhibits 99.1 and 99.2 are specifically incorporated herein by this reference in response to this Item 4.

Item 5.

Interest in Securities of the Issuer.

(a)-(b)

The number of Shares subject to the Shareholder Agreements is 2,450,064, which represents approximately 13.4% of the voting power of 17,931,831 shares of First Community Common Stock outstanding as of December 14, 2005 (as represented by First Community in the Merger Agreement described in Item 4 above), plus 315,400 shares of First Community Common Stock issuable upon the exercise of outstanding options which are exercisable within 60 days of December 30, 2005 that are subject to the Shareholder Agreements.

By virtue of the Shareholder Agreements, Foothill may be deemed to have beneficial ownership of the Shares and to share with the First Community Shareholders the power to vote the Shares, but only as to the matters specified in the Shareholder Agreements as described above in Item 4 of this Statement. Except as stated in the preceding sentence, Foothill does not have the power to vote or to direct the vote of First Community Common Stock, nor does it have the sole or shared power to dispose or to direct the disposition of First Community Common Stock.

Other than as provided in the first sentence of the second paragraph of this Item 5, neither Foothill nor, to the knowledge of Foothill, any of the persons listed on Schedule A hereto, owns or has any right to acquire, directly or indirectly, any shares of First Community’s Common Stock.

(c)

Except for the Merger Agreement and the Shareholder Agreements, and the transactions contemplated by those agreements, neither Foothill, nor to Foothill’s knowledge, any of the persons listed on Schedule A has effected any transaction relating to First Community Common Stock during the past 60 days.

(d)	To Foothill’s knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, First Community Common Stock.

(e)	Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth, or incorporated by reference, in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6. To Foothill’s knowledge, except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 above or listed in Schedule A hereto, and between any such persons and any other person, with respect to any securities of First Community, including but not limited to, transfer or voting of any of the securities of First Community, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of First Community.

Exhibits 99.1 and 99.2 filed herewith are specifically incorporated herein by this reference in response to this Item 6.

Item 7.

Material to be Filed as Exhibits.


EXHIBIT		DESCRIPTION

99.1		Form of Shareholder Agreement dated as of December 30, 2005, by and between Foothill Independent Bancorp and the First Community Shareholders.

99.2		Agreement and Plan of Merger dated as of December 14, 2005, by and between First Community Bancorp and Foothill Independent Bancorp (Incorporated herein by this reference to Exhibit 2.1 to First Community’s Form 8-K filed on December 20, 2005).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: January 9, 2006	FOOTHILL INDEPENDENT BANCORP

	By:	/S/ CAROL ANN GRAF
		Carol Ann Graf
		Chief Financial Officer

EXHIBIT INDEX


EXHIBIT		DESCRIPTION

99.1		Form of Shareholder Agreement dated as of December 30, 2005, by and between Foothill Independent Bancorp and the First Community Shareholders.

99.2		Agreement and Plan of Merger dated as of December 14, 2005, by and between First Community Bancorp and Foothill Independent Bancorp (Incorporated herein by this reference to Exhibit 2.1 to First Community’s Form 8-K filed on December 20, 2005).

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF FOOTHILL INDEPENDENT BANCORP

The directors and executive officers of Foothill Independent Bancorp are set forth below. Each individual’s business address is c/o Foothill Independent Bank, 510 South Grand Avenue, Glendora, CA, 91741, and the phone number is (626) 963-8551. Each person is a citizen of the United States.


Name		Position with Foothill and Present Principal Occupation

George E. Langley		President, Chief Executive Officer and a member of Foothill’s Board of Directors

Carol Ann Graf		Senior Vice President, Chief Financial Officer and Secretary of Foothill

Casey J. Cecala, III		Executive Vice President and Chief Credit Officer of Foothill

William V. Landecena		Chairman of the Board of Directors of Foothill; Private investor and property manager

Orville. L. Mestad		Director

Richard Galich		Director; Doctor of Otolaryngology – Head and neck surgery, private practice

Max E. Williams		Director; Owns and manages his own architectural firm

Douglas F. Tessitor		Director; Chartered Financial Consultant and Chartered Life Underwriter

George Sellers		Director; Accountant, Enrolled Agent and owner of Merchants Bookkeeping

SCHEDULE B

FIRST COMMUNITY SHAREHOLDERS SUBJECT TO SHAREHOLDER AGREEMENTS


Name		No. Shares of First Community Common Stock Beneficially Owned

Stephen M. Dunn		25,594

John M. Eggemeyer		1,855,100

Barry C. Fitzpatrick		20,669

Charles H. Green		3,414

Susan E. Lester		2,000

Timothy B. Matz		48,169

Arnold W. Messer		21,891

Daniel B. Platt		2,080

Robert A. Stine		26,447

Matthew P. Wagner		399,578

David S. Williams		45,122

Total as a group		2,450,064

EX-99.1 2 dex991.htm FORM OF SHAREHOLDER AGREEMENT DATED AS OF DECEMBER 30, 2005 Form of Shareholder Agreement dated as of December 30, 2005

EXHIBIT 99.1

SHAREHOLDER AGREEMENT

This SHAREHOLDER AGREEMENT (this “Shareholder Agreement”) is made and entered into as of December 30, 2005 by and between Foothill Independent Bancorp, a Delaware corporation (the “Company”), and the signatory hereto (the “Shareholder”). Capitalized terms used and not defined herein have the same meaning as in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between First Community Bancorp, a California corporation (“Acquiror”) and the Company.

WHEREAS, pursuant to the Merger Agreement, the Company will be merged with and into Acquiror (the “Merger”), with the result that Acquiror shall be the surviving corporation in the Merger, and the Company Bank will be merged with and into one of the Acquiror Banks, and each share of Company Common Stock will be converted into that number of shares of Acquiror Common Stock equal to the Exchange Ratio; and

WHEREAS, as a condition to entering into the Merger Agreement, the Company has required that the Shareholder, solely in the Shareholder’s capacity as a holder of Acquiror Common Stock, enter into, and the Shareholder has agreed to enter into, this Shareholder Agreement.

NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Company as follows:

(a) Authority; Binding Obligation. The Shareholder has all necessary power and authority to enter into this Shareholder Agreement and perform all of the Shareholder’s obligations hereunder. This Shareholder Agreement has been duly and validly executed and delivered by the Shareholder (and the Shareholder’s spouse, if the Shares (as defined below) constitute community property under applicable law) and constitutes a valid and legally binding obligation of the Shareholder and such spouse, enforceable against the Shareholder and such spouse, as the case may be, in accordance with its terms.

(b) Ownership of Shares. The Shareholder is the beneficial owner or record holder of the number of shares of Acquiror Common Stock listed under the Shareholder’s name on the signature page hereto (the “Existing Shares” and, together with any shares of Acquiror Common Stock the record or beneficial ownership of which is acquired by the Shareholder after the date hereof, the “Shares”) and, as of the date hereof, the Existing Shares constitute all the shares of Acquiror Common Stock owned of record or beneficially by the Shareholder. With respect to the Existing Shares, the Shareholder has sole voting power and sole power to issue instructions with respect to or otherwise engage in the actions set forth in Section 2 hereof, sole power of disposition and sole power to demand appraisal rights, with no

restrictions on the voting rights, rights of disposition or otherwise, subject to applicable laws and the terms of this Shareholder Agreement.

(c) No Conflicts. Neither the execution, delivery and performance of this Shareholder Agreement nor the consummation of the transactions contemplated hereby will conflict with or constitute a violation of or a default under (with or without notice, lapse of time, or both) any contract, agreement, voting agreement, shareholders’ agreement, trust agreement, voting trust, proxy, power of attorney, pooling arrangement, note, mortgage, indenture, instrument, arrangement or other obligation or restriction of any kind to which the Shareholder is a party or which the Shareholder or the Shareholder’s Shares are subject to or bound.

2. Voting Agreement and Agreement Not to Transfer.

(a) The Shareholder hereby agrees to vote or caused to be voted all of the Shareholder’s Shares (i) in favor of the approval of the principal terms of the Merger Agreement and the issuance of shares of Acquiror Common Stock; (ii) against any action or agreement that would result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of the Acquiror under the Merger Agreement; and (iii) except with the prior written consent of the Company, against the following actions (other than the Merger): (A) any extraordinary corporate transactions, such as a merger, consolidation or other business combination involving Acquiror; (B) any sale, lease, transfer or disposition of a material amount of the assets of the Acquiror; (C) any change in the majority of the board of directors of Acquiror; (D) any material change in the present capitalization of Acquiror; (E) any amendment of Acquiror’s articles of incorporation or bylaws; (F) any other change in the corporate structure, business, assets or ownership of Acquiror; or (G) any other action which is intended, or could reasonably be expected to, impede, interfere with, delay, postpone, discourage or adversely affect the contemplated economic benefits to the Company of the Merger and the transactions contemplated by the Merger Agreement. The Shareholder shall not enter into any agreement, arrangement or understanding with any Person prior to the Termination Date (as defined below) to vote or give instructions, whether before or after the Termination Date, in any manner inconsistent with clauses (i), (ii) or (iii) of the preceding sentence.

(b) The Shareholder hereby agrees not to (i) sell, transfer, convey, assign or otherwise dispose of any of his or her Shares without the prior written consent of the Company, other than Shares sold or surrendered or deemed sold or surrendered to pay the exercise price of any options to acquire Acquiror Common Stock or to satisfy the Acquiror’s withholding obligations with respect to any taxes resulting from such exercise or resulting from the vesting of restricted stock or restricted performance stock, or (ii) pledge, mortgage or otherwise encumber such Shares. Any permitted transferee of the Shareholder’s Shares must become a party to this Shareholder Agreement and any purported transfer of the Shareholder’s Shares to a Person that does not become a party hereto shall be null and void ab initio.

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3. Shareholder Capacity. The Shareholder is entering this Shareholder Agreement in his or her capacity as the record or beneficial owner of the Shares, and not in his or her capacity as a director or officer of the Acquiror. Nothing in this Shareholder Agreement shall be deemed in any manner to limit the discretion of any Shareholder to take any action, or fail to take any action, in his or her capacity as a director or officer of Acquiror that (i) is permitted under the terms of the Merger Agreement, or (ii) may be required of the Shareholder under applicable law.

4. Termination. The obligations of the Shareholder hereunder shall terminate upon the consummation of the Merger, except that if the Merger is not consummated, the obligations of the Shareholder hereunder shall terminate upon the termination of the Merger Agreement in accordance with its terms. The “Termination Date” for any particular provision hereunder shall be the date of termination of the Shareholder’s obligations under such provision.

5. Specific Performance. The Shareholder acknowledges that it would be impossible to determine the amount of damages that would result from any breach of any of its obligations under this Shareholder Agreement and that the remedy at law for any breach, or threatened breach, would likely be inadequate and, accordingly, agrees that Acquiror shall, in addition to any other rights or remedies which it may have at law or in equity, be entitled to seek such equitable and injunctive relief as may be available from any court of competent jurisdiction to restrain the Shareholder from violating any of its obligations under this Shareholder Agreement. In connection with any action or proceeding for such equitable or injunctive relief, the Shareholder hereby waives any claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have the obligations of the Shareholder under this Shareholder Agreement specifically enforced against him, without the necessity of posting bond or other security, and consents to the entry of equitable or injunctive relief against the Shareholder enjoining or restraining any breach or threatened breach of this Shareholder Agreement.

6. Miscellaneous.

(a) Definitional Matters.

(i) Unless the context otherwise requires, “Person” shall mean an individual, bank, corporation (including not-for-profit), joint stock company, general or limited partnership, limited liability company, joint venture, estate, business trust, trust, association, organization or other entity of any kind or nature.

(ii) For purposes of this Agreement, beneficial ownership shall be determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

(iii) All capitalized terms used but not defined in this Shareholder Agreement shall have the respective meanings that the Merger Agreement ascribes to such terms.

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(iv) The section and paragraph captions herein are for convenience of reference only, do not constitute part of this Shareholder Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.

(b) Entire Agreement. This Shareholder Agreement constitutes the entire agreement of the parties hereto with reference to the transactions contemplated hereby and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties or their respective representatives, agents or attorneys, with respect to the subject matter hereof.

(c) Parties in Interest. This Shareholder Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be. Nothing in this Shareholder Agreement, express or implied, is intended to confer upon any other Person, other than parties hereto or their respective successors, assigns, estate, heirs, executors, administrators and other legal representatives, as the case may be, any rights, remedies, obligations or liabilities under or by reason of this Shareholder Agreement.

(d) Assignment. This Shareholder Agreement shall not be assignable by law or otherwise without the prior written consent of the other party hereto.

(e) Modifications; Waivers. This Shareholder Agreement shall not be amended, altered or modified in any manner whatsoever, except by a written instrument executed by the parties hereto. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach of the same or similar nature.

(f) Severability. Any term or provision of this Shareholder Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity and unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Shareholder Agreement in any other jurisdiction. If any provision of this Shareholder Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

(g) Governing Law. This Shareholder Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof.

(h) Jurisdiction and Venue. Any legal action or proceeding with respect to this Shareholder Agreement may be brought in the courts of the Court of Chancery of Delaware and the Federal Courts of the United States of America located in the State of Delaware and, by execution and delivery of this Agreement, each of the Shareholder and the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the nonexclusive jurisdiction of and

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venue in the aforesaid courts, notwithstanding any objections it may otherwise have. Each of the Shareholder and the Company irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the delivery of notice as provided in Section 6(l) below, such service to become effective thirty (30) days after such delivery.

(i) Waiver of Trial by Jury. To the extent permitted by law, each party acknowledges and agrees that any controversy which may arise under this Shareholder Agreement is likely to involve complicated and difficult issues, and therefore each such party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Shareholder Agreement, or the transactions contemplated by this Shareholder Agreement. Each party certifies and acknowledges that (i) no representative, agent or attorney of the other party has represented, expressly or otherwise, that such party would not, in the event of litigation, seek to enforce the foregoing waiver, (ii) each party understands and has considered the implications of this waiver, (iii) each party makes this waiver voluntarily and (iv) each party has been induced to enter into this Shareholder Agreement by, among other things, the mutual waivers and certifications in this Section 6(i).

(j) Attorney’s Fees. The prevailing party in any litigation, arbitration, mediation, bankruptcy, insolvency or other proceeding (“Proceeding”) relating to the enforcement or interpretation of this Shareholder Agreement may recover from the unsuccessful party all fees and disbursements of counsel (including expert witness and other consultants’ fees and costs) relating to or arising out of (a) the Proceeding (whether or not the Proceeding results in a judgment) and (b) any post-judgment or post-award Proceeding including, without limitation, one to enforce or collect any judgment or award resulting from any Proceeding. All such judgments and awards shall contain a specific provision for the recovery of all such subsequently incurred costs, expenses, fees and disbursements of counsel.

(k) Counterparts. This Shareholder Agreement may be executed in one or more counterparts (including by facsimile), each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

(l) Notices. All notices, requests, instructions and other communications to be given hereunder by any party to the other shall be in writing and shall be deemed given if personally delivered, telecopied (with confirmation) or mailed by registered or certified mail, postage prepaid (return receipt requested), to such party at its address set forth below or such other address as such party may specify to the other party by notice provided in accordance with this Section 6(l).

If to the Company, to:

Foothill Independent Bancorp

510 South Grand Avenue,

Glendora, California 91741

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Facsimile: (626) 914-5373

Attention: George E. Langley, President & CEO

with a copy to:

Stradling Yocca Carlson & Rauth

660 Newport Center Drive, Suite 1600

Newport Beach, California 92660

Facsimile: (949) 725-4100

Attention: Ben A. Frydman, Esq.

Michael H. Mulroy, Esq.

If to the Shareholder, to the address noted on the signature page hereto.

(m) Advice of Counsel. SHAREHOLDER ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SHAREHOLDER HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

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IN WITNESS WHEREOF, the parties hereto have executed this Shareholder Agreement as of the date first above written.


FOOTHILL INDEPENDENT BANCORP

By:
Name:		George E. Langley
Title:		President and Chief Executive Officer

SHAREHOLDER:

Name:

Number of Shares:

Number of Stock Options:

Address for Notices:

SHAREHOLDER’S SPOUSE:

Name:

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