FIRST COMMUNITY BANCORP /CA/
EX-10.24
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<TYPE>EX-10.24
<SEQUENCE>11
<FILENAME>a2128562zex-10_24.htm
<DESCRIPTION>EX-10.24
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<P ALIGN="RIGHT"><FONT SIZE=2><A
NAME="ma1054_exhibit_10.24"> </A>
<A NAME="toc_ma1054_1"> </A>
<BR></FONT><FONT SIZE=2><B>Exhibit 10.24    <BR>    </B></FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2><B>INDEMNIFICATION AGREEMENT  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered into, effective as of July&nbsp;23, 2003 between First Community Bancorp, a California corporation
(the "Company"), and&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;("Indemnitee"). </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
it is essential to the Company to retain and attract as directors and officers the most capable persons available; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
Indemnitee is a director and/or officer of the Company and/or its subsidiaries; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
both the Company and Indemnitee recognize the increased risk of litigation and other claims currently being asserted against directors and officers of corporations; and </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued and effective service to the Company and/or
its subsidiaries and in order to induce Indemnitee to provide services to the Company and/or any of its subsidiaries as a director or officer, the Company wishes to provide in this Agreement for the
indemnification of, and the advancing of expenses, to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement and to, the extent insurance is
maintained for the coverage of Indemnitee, under the Company's directors' and officers' liability policies. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, in consideration of the above premises and of Indemnitee's continuing to serve the Company directly or, at its request, with another enterprise, and intending to be
legally bound hereby, the parties agree as follows: </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Indemnification</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Third Party Proceedings</I></FONT><FONT SIZE=2>. In the event Indemnitee was or is a party to or other participant in, or is threatened to be
made a party to or other participant in, a Proceeding (other than an action by or in the right of the Company to procure a judgment in its favor) by reason of (or arising in part out of) an
Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses, liabilities, losses, judgments, fines, amounts paid or to be paid in settlement (if such settlement
is approved in advance by the Company, which approval shall not be unreasonably withheld), any interest, assessments or other charges imposed thereon and any federal, state, local or foreign taxes
imposed as a result of the actual or deemed receipt of any payments under this Agreement, which are actually and reasonably incurred by Indemnitee in connection with such Proceeding; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that (i)&nbsp;Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be
in the best interests of the Company or (ii)&nbsp;with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Proceedings by or in the Right of the Company</I></FONT><FONT SIZE=2>. In the event Indemnitee was or is a party to or other participant in, or
is threatened to be made a party to or other participant in, a Proceeding by or in the right of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of (or arising
in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee from and against any and all Expenses, liabilities, losses, judgments, fines, and, to the fullest extent permitted by
law, amounts paid in settlement, any interest, assessments or other charges imposed thereon and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any
payments under this Agreement, in each case to the extent actually and reasonably incurred by Indemnitee in connection with the </FONT></P>

</UL>
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<P><FONT SIZE=2>defense
or settlement of such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the Company and its shareholders; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT
SIZE=2><I>however</I></FONT><FONT SIZE=2>, that no indemnification shall be made in respect of any claim, issue or matter as to
which Indemnitee shall have been adjudged to be liable to the Company in the performance of Indemnitee's duty to the Company and its shareholders unless and only to the extent that the court in which
such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for Expenses and then
only to the extent that the court shall determine. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Advancement of Expenses; Indemnification Procedure</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Advancement of Expenses</I></FONT><FONT SIZE=2>. The Company shall advance all Expenses incurred by Indemnitee in connection with the
investigation, preparation for, defense, settlement or appeal of any Proceeding referenced in Section&nbsp;1(a)&nbsp;or (b)&nbsp;hereof (but not amounts actually paid in settlement of any such
Proceeding). Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the
Company as authorized hereby or elsewhere. The advances to be made hereunder shall be paid by the Company to Indemnitee within ten (10)&nbsp;days following delivery of a written request therefor by
Indemnitee to the Company and shall be made without regard to Indemnitee's ability to repay the Expenses and without regard to Indemnitee's ultimate entitlement to indemnification under the provisions
of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement. Indemnitee's obligation to reimburse the Company for
advances shall be unsecured and no interest shall be charged thereon. </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Notice/Cooperation by Indemnitee</I></FONT><FONT SIZE=2>. Indemnitee shall give the Company notice in writing as soon as practicable of any claim
made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the General Counsel of the Company at the address shown on
the signature page&nbsp;of this Agreement (or such other address as the Company shall designate in writing to Indemnitee pursuant to Section&nbsp;15 hereof). Notice shall be deemed received as set
forth in Section&nbsp;15 hereof. In addition, Indemnitee shall give the Company such information and cooperation in the defense of any pending, threatened or completed Proceeding as shall be within
Indemnitee's power, except that Indemnitee shall not be required to give the Company information that is privileged or confidential as to Indemnitee. The giving of notice required under this
Section&nbsp;2(b)&nbsp;shall be a condition precedent to Indemnitee's right to be indemnified under this Agreement if the failure to give such notice materially prejudices any right, claim or
defense available to the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Procedure</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;Any
indemnification provided for in Section&nbsp;1(a)&nbsp;or 1(b)&nbsp;hereof shall be made no later than sixty (60)&nbsp;days after receipt of the written
request of Indemnitee if, and only if, authorized in the specific case upon a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable
standard of conduct set forth in Section&nbsp;1(a)&nbsp;or 1(b), as the case may be, by any of the following: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;a
majority vote of a quorum of the Board of Directors of the Company consisting of directors who are not parties to such Proceeding; </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;if
such a quorum of directors is not obtainable, by independent legal counsel in a written opinion; </FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;approval
of the shareholders of the Company (as defined in &sect;153 of the California General Corporation Law (or any similar successor statute)), with the shares
owned by Indemnitee not being entitled to vote thereon; or </FONT></P>

</UL>
</UL>
</UL>
<P ALIGN="CENTER"><FONT SIZE=2>2</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;the
court in which the Proceeding is or was pending upon application made by the Company or Indemnitee or the attorney or other person rendering services in connection
with the defense thereof, whether or not the application by Indemnitee, attorney or other person is opposed by the Company. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;If
a claim under this Agreement, under any statute or under any provision of the Company's Articles of Incorporation or By-laws providing for
indemnification, is not paid in full by the Company within sixty (60)&nbsp;days after a written request for payment thereof has first been received by the Company, Indemnitee may, but need not,
within one (1)&nbsp;year after receipt of such written request by the Company bring an action against the Company to recover the unpaid amount of the claim and, subject to Section&nbsp;9 of this
Agreement, Indemnitee shall also be entitled to be paid for the Expenses (including reasonable attorneys' fees) of bringing such action. It shall be a defense to any such action (other than an action
brought to enforce a claim for Expenses incurred in connection with any Proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible
under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim
payments of Expenses pursuant to Subsection&nbsp;2(a)&nbsp;unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is
the parties' intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide on a de novo basis,
and neither the failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) to have made a
determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by
the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel or its shareholders) that Indemnitee has not met such applicable standard
of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Notice to Insurers</I></FONT><FONT SIZE=2>. If, at the time of the receipt of a notice of a claim pursuant to Section&nbsp;2(b)&nbsp;hereof,
the Company has directors' and officers' insurance policies in effect, then the Company shall give prompt notice of the commencement of such Proceeding to the insurers of such policies in accordance
with the procedures set forth in such policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a
result of such Proceeding in accordance with the terms of such policies. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Selection of Counsel</I></FONT><FONT SIZE=2>. Upon notification of the Company of the commencement of any Proceeding as to which indemnification
will or could be sought under this Agreement, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, which approval shall not be unreasonably
withheld, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; </FONT> <FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, that (i)
&nbsp;Indemnitee shall have the right to employ his or her counsel in any such Proceeding at Indemnitee's expense; and
(ii)&nbsp;if (A)&nbsp;the employment of counsel by Indemnitee has been previously authorized by the Company, (B)&nbsp;Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense or (C)&nbsp;the Company shall not within sixty (60)&nbsp;days, in fact, have employed counsel to assume the defense
of such Proceeding, then the </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>3</FONT></P>

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<P><FONT SIZE=2>Expenses
of Indemnitee's counsel shall be at the expense of the Company. In the event separate counsel is retained by an Indemnitee pursuant to this Section&nbsp;2(e), the Company shall cooperate
with Indemnitee with respect to the defense of the Proceeding, including making documents, witnesses and other reasonable information related to the defense available to Indemnitee and such separate
counsel pursuant to joint-defense agreements or confidentiality agreements, as appropriate. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or as to which Indemnitee shall have made the determination provided for in (ii)(B)&nbsp;above. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Settlement of Claims</I></FONT><FONT SIZE=2>. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any
amounts paid in settlement of any Proceeding effected without the Company's written consent. The Company shall not settle any Proceeding (in whole or in part) in any manner which would impose any
Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee's prior written consent. Neither the Company nor Indemnitee will unreasonably withhold their consent to any proposed
settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement with regard to any judicial award if the Company was not given a reasonable and timely opportunity, at its
expense, to participate in the defense of such action; </FONT><FONT SIZE=2><I>provided</I></FONT><FONT SIZE=2>, </FONT><FONT SIZE=2><I>however</I></FONT><FONT SIZE=2>, that the Company's liability
hereunder shall not be excused if participation in the Proceeding by the Company was barred by this Agreement. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Additional Indemnification Rights; Nonexclusivity</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Scope</I></FONT><FONT SIZE=2>. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the
fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company's Articles of Incorporation, the
Company's By-laws or by any statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule (including any judicial decision) which expands
the right of a California corporation to indemnify a member of its board of directors or an officer thereof, such changes shall be, </FONT><FONT SIZE=2><I>ipso facto</I></FONT><FONT SIZE=2>, within
the purview of Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law, statute
or rule (including any judicial decision) which narrows the right of a California corporation to indemnify a member of its board of directors or an officer thereof, such changes, to the extent not
otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Nonexclusivity</I></FONT><FONT SIZE=2>. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any rights to which Indemnitee may be entitled under the Company's Articles of Incorporation, the Company's By-laws, any agreement, any vote of shareholders or disinterested directors,
the California General Corporation Law or otherwise, both as to action taken in Indemnitee's official capacity and as to action taken in another capacity while holding such office. The indemnification
and advancement of Expenses provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though Indemnitee may have
ceased to serve in such capacity at the time of any Proceeding. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Partial Indemnification</I></FONT><FONT SIZE=2>. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification
by the Company for some or a portion of the Expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, preparation for, defense, appeal or settlement of any
Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, fines or penalties to which Indemnitee is
entitled. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>4</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Mandatory Indemnification.</I></FONT><FONT SIZE=2> Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits in defense of any Proceeding relating in whole or in part to an Indemnifiable Event or in defense of any claim, issue or matter therein, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Mutual Acknowledgment</I></FONT><FONT SIZE=2>. Both the Company and Indemnitee acknowledge that in certain instances, applicable law or public
policy may prohibit the Company from indemnifying its directors and officers, and/or the directors and officers of any of its subsidiaries under this Agreement or otherwise. Indemnitee understands and
acknowledges that the Company has undertaken or may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Directors' and Officers' Liability Insurance</I></FONT><FONT SIZE=2>. The Company shall, from time to time, make the good faith determination
whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Company and/or
its subsidiaries with coverage for losses from wrongful acts or to ensure the Company's performance of its indemnification obligations under this Agreement. Among other considerations, the Company
will weigh the costs of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of directors' and officers' liability insurance, Indemnitee shall be named
as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's and/or its subsidiaries' directors, if Indemnitee is
a director, or of the Company's and/or its subsidiaries' officers, if Indemnitee is not a director of the Company but is an officer thereof. Notwithstanding the foregoing, the Company shall have no
obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance are disproportionate to
the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit or if Indemnitee is covered by similar insurance
maintained by a subsidiary or parent of the Company. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Severability</I></FONT><FONT SIZE=2>. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or
fail to do any act in violation of applicable law. The Company's inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.
The provisions of this Agreement shall be severable as provided in this Section&nbsp;8. If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent
jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its terms. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Exceptions</I></FONT><FONT SIZE=2>. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the
terms of this Agreement: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Excluded Acts</I></FONT><FONT SIZE=2>. To indemnify Indemnitee for any acts or omissions or transactions from which a director or officer may not
be relieved of liability under applicable law (including, without limitation, the California General Corporation Law and the Federal banking laws); or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Claims Initiated by Indemnitee</I></FONT><FONT SIZE=2>. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims
initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under
this Agreement or any other statute or law or otherwise as required under &sect;317 of the California General Corporation Law (or any similar successor statute), but such indemnification or
advancement of Expenses may be provided by the </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>5</FONT></P>

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<P><FONT SIZE=2>Company
in specific cases if the Board of Directors of the Company has approved the initiation or bringing of such suit; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Lack of Good Faith</I></FONT><FONT SIZE=2>. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by Indemnitee in such Proceeding was not made
in good faith or was frivolous; or </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Claims Under Section&nbsp;16(b)</I></FONT><FONT SIZE=2>. To indemnify Indemnitee for Expenses and the payment of profits arising from the
purchase and sale, or the sale and purchase, by Indemnitee of securities in violation of Section&nbsp;16(b)&nbsp;of the Securities Exchange Act of 1934, as amended, or any similar successor
statute. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Effectiveness of Agreement</I></FONT><FONT SIZE=2>. This Agreement shall be effective as of the date set forth on the first page&nbsp;and may
apply to acts or omissions of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or agent of the Company and/or any of its subsidiaries, or was serving at
the request of the Company as director, officer, employee or agent of any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission
occurred. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Construction of Certain Phrases</I></FONT><FONT SIZE=2>. For purposes of this Agreement, references to: </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;the
"Company" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a
director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of any other foreign
or domestic corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;"other
enterprise" shall include employee benefit plans; references to "fines" shall include any excise taxes or penalties assessed on Indemnitee with respect to an
employee benefit plan; and references to "serving at the request of the Company" shall include any service as a director, officer, employee or agent of the Company and/or any of it subsidiaries which
imposes duties on, or involves services by, such person with respect to an employee benefit plan, its participants or the beneficiaries thereof. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;"Expense"
or "Expenses" shall mean any expense, including without limitation, all reasonable attorneys' fees, retainers, court costs, transcript costs, fees and expenses
of experts (including accountants and other advisors), witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, filing fees and
all other disbursements or expenses of the type typically paid or incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding relating to an Indemnifiable Event, and any expenses of establishing a right to
indemnification or advancement of Expenses under this Agreement. Expenses shall also include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for and other costs relating to any cost bond, supersedeas bond or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee. </FONT></P>

</UL>
<P ALIGN="CENTER"><FONT SIZE=2>6</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;"Indemnifiable
Event" shall mean any event or occurrence that takes place either prior to or after the execution of this Agreement, related to the fact that Indemnitee
is or was a director or officer of the Company and/or its subsidiaries, or by reason of any action taken by him or of any inaction on his part while acting as director or officer of the Company and/or
its subsidiaries, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of any other foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement or advancement
of Expenses can be provided under this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;"Proceeding"
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative
or legislative hearing or any other actual, threatened or completed proceeding, including any and all appeals, whether of a civil, criminal, administrative, investigative or other nature, and in each
case whether or not commenced prior to the date of this Agreement, that relates to an Indemnifiable Event. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Counterparts</I></FONT><FONT SIZE=2>. This Agreement may be executed in one or more counterparts (including by facsimile transmission), each of
which shall constitute an original. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Successors and Assigns</I></FONT><FONT SIZE=2>. </FONT></P>

<UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;This
Agreement shall be binding upon the Company and its successors and assigns, and shall inure to the benefit of Indemnitee and Indemnitee's estate, heirs, legal
representatives and assigns. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;If
Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify Indemnitee's estate and his or her
spouse, heirs, administrators and executors against and shall assume all of the Expenses, judgments, penalties and fines actually and reasonably incurred by or for Indemnitee or his or her estate, in
connection with the investigation, defense, settlement or appeal of any such Proceeding; provided, however, that when requested in
writing by the spouse of Indemnitee and/or the heirs, executors or administrators of Indemnitee's estate, the Company shall provide appropriate evidence of the agreement set forth herein to indemnify
Indemnitee against, and to itself assume, such costs, liabilities and Expenses. </FONT></P>

</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Attorneys' Fees</I></FONT><FONT SIZE=2>. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret
any of the terms hereof, Indemnitee shall be entitled to be paid all Expenses, including reasonable attorneys' fees, incurred by Indemnitee with respect to such action, unless as a part of such
action, a court of competent jurisdiction determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of
an action instituted by or in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses,
including reasonable attorneys' fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee's counterclaims and cross-claims made in such action), unless as a part of
such action a court of competent jurisdiction determines that each of Indemnitee's material defenses to such action were made in bad faith or were frivolous. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Notice</I></FONT><FONT SIZE=2>. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed duly given (i)&nbsp;if delivered by hand and receipted for by the party addressee, on the date of such receipt, or (ii)&nbsp;if mailed by domestic certified or registered mail, postage
prepaid, on the third (3rd) business day after the date postmarked. Addresses for notice to either party are as shown on the signature page&nbsp;of this Agreement or as subsequently modified by
written notice given pursuant to this Section&nbsp;15. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>7</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Consent to Jurisdiction</I></FONT><FONT SIZE=2>. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of California for all purposes in connection with any Proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought
only in the state courts of the State of California. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Choice of Law</I></FONT><FONT SIZE=2>. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of
California applicable to contracts made and to be performed in such State without giving effect to the principles of conflicts of laws. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Subrogation</I></FONT><FONT SIZE=2>. In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company to
effectively bring suit to enforce such rights. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Parties in Interest</I></FONT><FONT SIZE=2>. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies
under or by reason of this Agreement to any persons other than the parties to it and their respective successors and assigns (including an estate of Indemnitee), nor is anything in this Agreement
intended to relieve or discharge the obligation or liability of any third persons to any party hereto. Furthermore, no provision of this Agreement shall give any third persons any right of subrogation
or action against any party hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Continuation of Indemnification</I></FONT><FONT SIZE=2>. All agreements and obligations of the Company contained herein shall continue during the
period that Indemnitee is a director or officer of the Company and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding
by reason of the fact that Indemnitee was serving in the capacity referred to herein. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;21.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Indemnification by One or More Subsidiaries</I></FONT><FONT SIZE=2>. If at any time during the application of this Agreement, Indemnitee is also
party to a separate indemnity agreement between the Indemnitee and one or more of the Company's subsidiaries, then Indemnitee specifically agrees that all demands and claims for indemnification by
Indemnitee shall first be presented to, and either paid or rejected, in whole or in part, by, the appropriate subsidiary or subsidiaries of the Company, and that the indemnification contained in this
Agreement shall apply only to the extent that one or more of the subsidiaries for any reason refuses or fails to fully indemnify Indemnitee under the terms of such subsidiary's indemnity agreement, or
is prohibited by any policy, statute or regulation. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;22.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Entire Agreement</I></FONT><FONT SIZE=2>. Except as provided in Sections&nbsp;3 and 21 hereof, this Agreement represents and contains the
entire agreement and understanding between and among the parties, and all previous statements or understandings, whether express or implied, oral or written, relating to the subject matter hereof are
fully and completely extinguished and superseded by this Agreement. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;23.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>Amendment and Termination</I></FONT><FONT SIZE=2>. No amendment, modification, termination or cancellation of this Agreement shall be effective
unless in writing signed by both parties hereto. </FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;24.&nbsp;&nbsp;&nbsp;</FONT><FONT
SIZE=2><I>No Duplication of Payments</I></FONT><FONT SIZE=2>. The Company shall not be liable under this Agreement to make any payment in connection with
any claim made against Indemnitee to the extent that Indemnitee has otherwise received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise indemnifiable under this
Agreement. </FONT></P>

<P ALIGN="CENTER"><FONT SIZE=2>8</FONT></P>

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<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN
WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date specified above. </FONT></P>

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<TD WIDTH="46%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=5><BR><FONT SIZE=2>FIRST COMMUNITY BANCORP</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=5><FONT SIZE=2><BR>
6110 El Tordo, P.O.&nbsp;Box 2388<BR>
Rancho Santa Fe, CA 92067</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
By</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD COLSPAN=3><BR><HR NOSHADE></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>Name:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="36%"><FONT SIZE=2>Michael L. Thompson</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2>Title:</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2>&nbsp;</FONT></TD>
<TD WIDTH="36%"><FONT SIZE=2>Executive Vice President and<BR>
Director, Human Resources</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2><BR>
AGREED TO AND ACCEPTED:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="36%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><FONT SIZE=2><BR>
INDEMNITEE:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="36%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="BOTTOM">
<TD WIDTH="46%" VALIGN="TOP"><FONT SIZE=2><BR>
6110 El Tordo, P.O.&nbsp;Box 2388<BR>
Rancho Santa Fe, CA 92067</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%" VALIGN="TOP"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="36%" VALIGN="TOP"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
<TR VALIGN="TOP">
<TD WIDTH="46%"><BR><HR NOSHADE><FONT SIZE=2> Name:</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="4%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="3%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="8%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
<TD WIDTH="1%"><FONT SIZE=2><BR>&nbsp;</FONT></TD>
<TD WIDTH="36%"><FONT SIZE=2><BR>
&nbsp;</FONT></TD>
</TR>
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<P ALIGN="CENTER"><FONT SIZE=2>9</FONT></P>

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<P><br><A NAME="04MOC1053_10">QuickLinks</A><br></P><!-- TOC_BEGIN -->
<UL>
<FONT SIZE=2><A HREF="#toc_ma1054_1">Exhibit 10.24</A></FONT><BR>
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