BCML BayCom Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported)    January 17, 2024                                           

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Effective January 17, 2024, BayCom Corp (the “Company”) and its wholly owned subsidiary, United Business Bank (the “Bank”), entered into amendments to its amended and restated employment agreements with each of the following executive officers: (1) George Guarini, the President and Chief Executive Officer of the Company and the Bank, (2) Janet King, the Senior Executive Vice President and Chief Operating Officer of the Company and the Bank, and (3) Keary Colwell, the Senior Executive Vice President, Chief Administrative officer, Chief Financial Officer and Corporate Secretary of the Company and the Bank.

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The agreements were amended and restated to (a) revise Section 1.1 of each agreement to extend the term of the employment agreements to March 5, 2027, (b) revise Section 2.1 of Ms. Colwell’s agreement to reflect her also being the Chief Administrative Officer, (c) revise Section 3.1 of each agreement to reflect the executive’s current annual base salary, (d) revise Section 3.3 of the agreements for Ms. King and Ms. Colwell regarding annual restricted stock grants, (e) revise Sections 6.2 and 6.3 of each agreement with respect to providing continued health insurance benefits following a termination of employment, (f) revise the notice period in Section 6.3 of each agreement, (g) revise the first sentence of Section 6.5 of each agreement to add a reference to the Company in the definition of “Payments,” and (h) add language to Section 7.1 of each agreement to reflect a recent opinion of the National Labor Relations Board. The term of each agreement will automatically extend for an additional year on each annual anniversary date of the agreements, unless either party gives notice that the extensions will cease.

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Each employment agreement provides for, among other things, a minimum annual base salary of $724,131 for Mr. Guarini and $417,768 for each of Ms. King and Ms. Colwell (subject to adjustments as may be determined by our Board of Directors), incentive bonuses, an $800 monthly automobile allowance, and group insurance benefits, as well as a group life insurance benefit payable to the executive’s designated beneficiary in an amount equal to the executive’s then-current annual base salary and participation in any retirement, profit-sharing, salary deferral, medical expense reimbursement and other similar plans we may establish for our employees. Each agreement generally provides for indemnification of the executive to the maximum extent permitted by law and applicable regulations for any expenses incurred by the executive, and for any judgments, awards, fines or penalties imposed against the executive, in any proceeding relating to the executive’s actions (or our actions) while an agent of ours. Each agreement also provides for the advancement of expenses to the executive and coverage under a director and officer liability insurance policy.

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Each employment agreement also provides for an annual restricted stock grant (“Annual Award”) in the first quarter of each year for a number of shares of common stock equal to 25% of the executive’s base salary as of the end of the preceding calendar year, divided by the fair market value of our common stock as of the date of grant”), provided that sufficient shares are available under the Company’s 2017 Omnibus Incentive Plan or any subsequent plan. These annual grants will vest at the rate of 20% per year over a five-year period, with the initial vesting occurring on the one-year anniversary of the date of grant.

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The employment agreements provide that the Annual Awards will become fully vested upon either (1) a termination of the executive’s employment due to death or disability or by the Bank without cause, (2) a change in control as defined in our 2017 Omnibus Equity Incentive Plan (or any applicable subsequent plan) if no replacement award (as defined in the employment agreements) is provided to the executive, or (3) the executive terminates his or her employment for “good reason” as defined below.

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Each agreement provides that if, within one year following a change in control, the executive’s employment is terminated without cause or the executive terminates his or her employment for “good reason,” then the executive will be entitled to a lump sum cash severance payment and the continuation of the executive’s health insurance benefits for a period of 24 months on the same terms as if the executive had remained employed by the Bank during such period. The severance pay in connection with a change in control would be equal to three times the sum of (a) the executive’s then-current annual base salary, (b) any incentive bonus paid to the executive with respect to the preceding year, and (c) the grant date value of the executive’s annual restricted stock award for the year in which the termination occurs or, if the termination occurs before the annual grant is made for such year, the grant date value of the annual restricted stock award for the immediately preceding calendar year. In addition, if we terminate the agreement without cause prior to a change in control, the Bank will (1) pay the aggregate cash amount in the preceding sentence over 24 months (12 months for Ms. King and Ms. Colwell) in equal monthly installments, and (2) for a period of 24 months continue to provide the executive with health insurance benefits on the same terms as if the executive had remained employed by the Bank during such period. The term “good reason” means any of the following: (1) a material permanent reduction in the executive’s total compensation or benefits; (2) a material permanent

reduction in the executive’s title or responsibilities; or (3) a relocation of the executive’s principal office so that his or her commute distance is increased by more than 40 miles from Walnut Creek, California.

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Each employment agreement provides that if the severance payments and benefits to be made thereunder, together with other change in control payments or benefits to the executive, would be deemed to be “parachute payments” under Section 280G of the Internal Revenue Code, then the severance under the employment agreements will be reduced by the minimum amount necessary to result in no portion of the change in control payments and benefits being deemed a parachute payment only if doing so would result in a greater net after-tax benefit to the executive. If the executive’s change in control payments and benefits are deemed to be parachute payments and are not reduced, then the executive will be required to pay a 20% excise tax on the amount of his parachute payments in excess of one times the executive’s average taxable income for the preceding five calendar years, and such excess will not be deductible by the Company or the Bank for federal income tax purposes.

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Each of the employment agreements also contains (i) a confidentiality provision regarding the use and disclosure of confidential information during the term of employment and for a period one year following termination of employment, and (ii) a client and employee non-solicit for a period of one year following termination of employment.

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The foregoing description of the amendments to the employment agreements with Mr. Guarini, Ms. King and Ms. Colwell is qualified in its entirety by reference to the full text of such agreements, which are attached to this report as Exhibits 10.1 to 10.3 and incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

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AMENDMENT NO. 1

to the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

With

GEORGE GUARINI

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This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Employment Agreement by and among United Business Bank (the “Bank”), BayCom Corp, a California corporation (the “Company”), and George Guarini (the “Executive”) dated as of March 5, 2021 (the “2021 Employment Agreement”), is made and entered into as of the 17^th day of January 2024 (the “Effective Date”).  The Company and the Bank are sometimes collectively referred to herein as the “Employers.”

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WHEREAS, the parties desire to revise the 2021 Employment Agreement to (1) revise Section 1.1 to extend the term of the 2021 Employment Agreement to March 5, 2027, (2) revise Section 3.1 to reflect the Executive’s current annual base salary, (3) revise Sections 6.2 and 6.3 with respect to providing continued health insurance benefits following a termination of employment, (4) revise the notice period in Section 6.3, (5) revise the first sentence of Section 6.5 to add a reference to the Company in the definition of Payments, and (6) add language to Section 7.1 to reflect a recent opinion of the National Labor Relations Board.

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NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Employers and the Executive hereby agree to amend the 2021 Employment Agreement as follows:

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“The Bank hereby employs Executive and Executive hereby accepts employment with the Bank for the period ending March 5, 2027 (the “Term”), subject, however, to renewal or prior termination of this Agreement as hereinafter provided.”

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“The Bank shall pay to Executive an annual base salary at the rate of at least seven hundred twenty-four thousand one hundred thirty-one dollars ($724,131) per year, subject to adjustments as may be determined from time to time by the Board of Directors in its discretion.”  

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“(2) All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) below, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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“(v)In the event that the continued payment by the Bank of the health insurance premiums provided in Sections 6.2 or 6.3 is barred or would trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such arrangements or plans immediately prior to the date of termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), or (ii) pay to the Executive within 10 business days following the date of termination a lump sum cash amount equal to the projected cost to the Bank of paying such premiums for the benefit of the Executive for the 24-month periods specified in Sections 6.2 or 6.3 of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the date of termination, as increased by 10% each year.

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(vi)Any health insurance premiums payable by the Bank pursuant to Sections 6.2 or 6.3 shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of health insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of health insurance premiums required to be paid by the Bank in any other taxable year.”

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“Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause or without Good Reason, effective ninety (90) days after written notice of termination is given to the other party.”

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6.The fifth and sixth sentences of Section 6.3 of the 2021 Employment Agreement are hereby deleted and replaced by the following language:

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“All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) of this Agreement, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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7.The first sentence of Section 6.5 of the 2021 Employment Agreement is hereby amended and restated to read in its entirety as follows:

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“Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank or the Company (or their successors) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax.”

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“Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by Executive regarding his own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of his rights under Section 7 of the National Labor Relations Act (“NLRA”), including his right to bargain collectively or to exercise his rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity.”

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9.  All other sections and provisions in the 2021 Employment Agreement shall continue in full force and effect and are not affected by this Amendment. This Amendment may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

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[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the 2021 Employment Agreement as of the Effective Date.

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United Business Bank

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By: /s/Keary Colwell​ ​Date: January 19, 2024

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Attest: /s/Martin Sanchez​ ​Date: January 19, 2024

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BayCom Corp

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By: /s/Keary Colwell​ ​Date: January 19, 2024

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Attest:  /s/Martin Sanchez​ ​Date: January 19, 2024

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Executive:

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/s/George Guarini​ ​Date: January 19, 2024

George Guarini

AMENDMENT NO. 1

to the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

With

JANET KING

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This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Employment Agreement by and among United Business Bank (the “Bank”), BayCom Corp, a California corporation (the “Company”), and Janet King (the “Executive”) dated as of March 5, 2021 (the “2021 Employment Agreement”), is made and entered into as of the 17^th day of January 2024 (the “Effective Date”).  The Company and the Bank are sometimes collectively referred to herein as the “Employers.”

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WHEREAS, the parties desire to revise the 2021 Employment Agreement to (1) revise Section 1.1 to extend the term of the 2021 Employment Agreement to March 5, 2027, (2) revise Section 3.1 to reflect the Executive’s current annual base salary, (3) revise Section 3.3 regarding annual restricted stock grants, (4) revise Sections 6.2 and 6.3 with respect to providing continued health insurance benefits following a termination of employment, (5) revise the notice period in Section 6.3, (6) revise the first sentence of Section 6.5 to add a reference to the Company in the definition of Payments, and (7) add language to Section 7.1 to reflect a recent opinion of the National Labor Relations Board.

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NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Employers and the Executive hereby agree to amend the 2021 Employment Agreement as follows:

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“The Bank hereby employs Executive and Executive hereby accepts employment with the Bank for the period ending March 5, 2027 (the “Term”), subject, however, to renewal or prior termination of this Agreement as hereinafter provided.”

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“The Bank shall pay to Executive an annual base salary at the rate of at least four hundred seventeen thousand seven hundred sixty-eight dollars ($417,768) per year, subject to adjustments as may be determined from time to time by the Board of Directors in its discretion.”  

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“In the first quarter of each calendar year during the Term, the Company Compensation Committee shall grant the Executive a restricted stock grant for a number of shares of Company common stock equal to 25% of the Executive’s base salary as of the end of the preceding calendar year, divided by the fair market value of the Company’s common stock as of the date of grant, with the number of shares rounded to the nearest whole share (the “Annual Restricted Stock Grant”), provided that sufficient shares are available under the 2017 Omnibus Plan or any subsequent plan.”  

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“(2) All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) below, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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“(v)In the event that the continued payment by the Bank of the health insurance premiums provided in Sections 6.2 or 6.3 is barred or would trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such arrangements or plans immediately prior to the date of termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), or (ii) pay to the Executive within 10 business days following the date of termination a lump sum cash amount equal to the projected cost to the Bank of paying such premiums for the benefit of the Executive for the 24-month periods specified in Sections 6.2 or 6.3 of this Agreement, with the projected cost to be based on the costs being incurred immediately prior to the date of termination, as increased by 10% each year.

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(vi)Any health insurance premiums payable by the Bank pursuant to Sections 6.2 or 6.3 shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the

amount of health insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of health insurance premiums required to be paid by the Bank in any other taxable year.”

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“Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause or without Good Reason, effective ninety (90) days after written notice of termination is given to the other party.”

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7.The fifth and sixth sentences of Section 6.3 of the 2021 Employment Agreement are hereby deleted and replaced by the following language:

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“All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) of this Agreement, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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“Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank or the Company (or their successors) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax.”

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“Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by Executive regarding her own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of her rights under Section 7 of the National Labor Relations Act (“NLRA”), including her right to bargain collectively

or to exercise her rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity.”

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[signature page follows]

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IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the 2021 Employment Agreement as of the Effective Date.

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United Business Bank

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By: /s/Keary Colwell​ ​Date: January 19, 2024

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Attest: /s/Martin Sanchez​ ​Date: January 19, 2024

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BayCom Corp

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By: /s/Keary Colwell​ ​Date: January 19, 2024

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Attest:  /s/Martin Sanchez​ ​Date: January 19, 2024

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Executive:

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/s/Janet King​ ​Date: January 19, 2024

Janet King

AMENDMENT NO. 1

to the

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

With

KEARY COLWELL

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This AMENDMENT NO. 1 (the “Amendment”) to the Amended and Restated Employment Agreement by and among United Business Bank (the “Bank”), BayCom Corp, a California corporation (the “Company”), and Keary Colwell (the “Executive”) dated as of March 5, 2021 (the “2021 Employment Agreement”), is made and entered into as of the 17^th day of January 2024 (the “Effective Date”).  The Company and the Bank are sometimes collectively referred to herein as the “Employers.”

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WHEREAS, the parties desire to revise the 2021 Employment Agreement to (1) revise Section 1.1 to extend the term of the 2021 Employment Agreement to March 5, 2027, (2) revise Section 2.1 to reflect the Executive also being the Chief Administrative Officer, (3) revise Section 3.1 to reflect the Executive’s current annual base salary, (4) revise Section 3.3 regarding annual restricted stock grants, (5) revise Sections 6.2 and 6.3 with respect to providing continued health insurance benefits following a termination of employment, (6) revise the notice period in Section 6.3, (7) revise the first sentence of Section 6.5 to add a reference to the Company in the definition of Payments, and (7) add language to Section 7.1 to reflect a recent opinion of the National Labor Relations Board.

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NOW THEREFORE, in consideration of the foregoing and the mutual agreements herein contained, the Employers and the Executive hereby agree to amend the 2021 Employment Agreement as follows:

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“The Bank hereby employs Executive and Executive hereby accepts employment with the Bank for the period ending March 5, 2027 (the “Term”), subject, however, to renewal or prior termination of this Agreement as hereinafter provided.”

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“Executive shall perform the duties of Senior Executive Vice President, Chief Administrative Officer and Chief Financial Officer of the Bank, as described more fully in the job description for such positions approved by the Board of Directors, and subject to the powers by law vested in the Board of Directors of the Bank.”

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“The Bank shall pay to Executive an annual base salary at the rate of at least four hundred seventeen thousand seven hundred sixty-eight dollars ($417,768) per year, subject to adjustments as may be determined from time to time by the Board of Directors in its discretion.”  

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“In the first quarter of each calendar year during the Term, the Company Compensation Committee shall grant the Executive a restricted stock grant for a number of shares of Company common stock equal to 25% of the Executive’s base salary as of the end of the preceding calendar year, divided by the fair market value of the Company’s common stock as of the date of grant, with the number of shares rounded to the nearest whole share (the “Annual Restricted Stock Grant”), provided that sufficient shares are available under the 2017 Omnibus Plan or any subsequent plan.”  

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“(2) All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) below, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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“(v)In the event that the continued payment by the Bank of the health insurance premiums provided in Sections 6.2 or 6.3 is barred or would trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), then the Bank shall at its election either (i) arrange to provide the Executive with alternative benefits substantially similar to those which the Executive was entitled to receive under such arrangements or plans immediately prior to the date of termination, provided that the alternative benefits do not trigger the payment of an excise tax under Section 4980D of the Code (or any similar provision of federal or state law), or (ii) pay to the Executive within 10 business days following the date of termination a lump sum cash amount equal to the projected cost to the Bank of paying such premiums for the benefit of the Executive for the 24-month periods specified in Sections 6.2 or 6.3 of this Agreement, with the projected cost to

be based on the costs being incurred immediately prior to the date of termination, as increased by 10% each year.

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(vi)Any health insurance premiums payable by the Bank pursuant to Sections 6.2 or 6.3 shall be payable at such times and in such amounts as if the Executive was still an employee of the Bank, subject to any increases in such amounts imposed by the insurance company or COBRA, and the amount of health insurance premiums required to be paid by the Bank in any taxable year shall not affect the amount of health insurance premiums required to be paid by the Bank in any other taxable year.”

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“Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time by either party without cause or without Good Reason, effective ninety (90) days after written notice of termination is given to the other party.”

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8.The fifth and sixth sentences of Section 6.3 of the 2021 Employment Agreement are hereby deleted and replaced by the following language:

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“All benefits otherwise enjoyed by the Executive shall automatically cease as of the date of the Executive’s termination of employment, except as follows: (A) the Executive shall be entitled to payment of unreimbursed business expenses incurred prior to termination, accrued but unpaid vacation, incentive bonus earned prior to termination, and such retirement and other non-health benefits that may be available following termination but only to the extent provided by the Bank’s benefit plans and policies (including the SERP) or this Agreement, or as required by law; and (B) any health insurance benefits provided by the Bank to the Executive at the time of the Executive’s termination of employment under this section shall be continued for twenty-four (24) months on the same terms as if the Executive had remained employed by the Bank during such period, subject to Sections 6.2(v) and (vi) of this Agreement, and thereafter, the Executive shall have the right to continued health insurance benefits, at the Executive’s expense, to the extent permitted by applicable law.”

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“Notwithstanding anything in this Agreement to the contrary, in the event it is determined that any payment or distribution by the Bank or the Company (or their successors) to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, payments or distributions are hereinafter referred to as “Payments”) would, if paid, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then, prior to the making of any Payments to the Executive, a calculation shall be made comparing (i) the net after-tax benefit to the Executive of the Payments after payment by

the Executive of the Excise Tax, to (ii) the net after-tax benefit to the Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax.”

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“Furthermore, nothing in this Agreement is intended, nor shall be construed, to (x) interfere with, restrain or prevent communications by Executive regarding her own wages, hours or other terms and conditions of employment, (y) prohibit Executive from exercising any of her rights under Section 7 of the National Labor Relations Act (“NLRA”), including her right to bargain collectively or to exercise her rights under the NLRA to discuss, communicate, engage in concerted activity, or assist other employees regarding wages, benefits, hours, workplace issues, labor disputes, unfair labor practices, working conditions, or other terms and conditions of employment, or (z) prevent Executive from otherwise engaging in any legally protected activity.”

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[signature page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the 2021 Employment Agreement as of the Effective Date.

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United Business Bank

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By: /s/George Guarini​ ​Date: January 19, 2024

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Attest: /s/Martin Sanchez​ ​Date: January 19, 2024

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BayCom Corp

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By: /s/George Guarini​ ​Date: January 19, 2024

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Attest:  /s/Martin Sanchez​ ​Date: January 19, 2024

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Executive:

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/s/Keary Colwell​ ​Date: January 19, 2024

Keary Colwell