EXHIBIT 10.1
Form of Shareholders' Letter
June 22, 1999
PBOC Holdings, Inc.
5900 Wilshire Boulevard,
16th Floor
Los Angeles, CA 90036-5013
Gentlemen:
The undersigned director and/or executive officer of The Bank of Hollywood
(the "BOH") understands that PBOC Holdings, Inc. ("PBOC") is about to enter into
an Agreement and Plan of Merger (the "Agreement") with BOH. The Agreement
provides for the merger of BOH with and into People's Bank of California, a
wholly-owned subsidiary of PBOC (the "Merger") and the conversion of outstanding
shares of Common Stock of BOH into cash in accordance with the terms therein set
forth.
In order to induce PBOC to enter into the Agreement, and intending to be
legally bound hereby, the undersigned represents, warrants and agrees that at
the meeting of BOH's shareholders contemplated by Section 5.2 of the Agreement
and any adjournment thereof the undersigned will, in person or by proxy, vote or
cause to be voted in favor of the Agreement and the Merger the shares of BOH
Common Stock beneficially owned by the undersigned individually or, to the
extent of the undersigned's proportionate voting interest, jointly with other
persons, as well as (to the extent of the undersigned's proportionate voting
interest) any other shares of BOH Common Stock over which the undersigned may
hereafter acquire beneficial ownership (collectively, the "Shares"). Subject to
the final paragraph of this agreement, the undersigned further agrees that he
will use his best efforts to cause any other shares of BOH Common Stock over
which he has or shares voting power to be voted in favor of the Agreement and
the Merger.
The undersigned represents and warrants that he has or shares the
beneficial ownership of the number of shares of BOH Common Stock set forth
opposite his name on Schedule I hereto.
The undersigned further represents, warrants and agrees that until the
earlier of (i) the consummation of the Merger or (ii) the termination of the
Agreement in accordance with its terms, the undersigned will not, directly or
indirectly:
(a) vote any of the Shares, or cause or permit any of the Shares to
be voted, in
favor of any other merger, consolidation, plan of liquidation, sale of
assets, reclassification or other transaction involving BOH which would
have the effect of any person, other than PBOC or an affiliate of PBOC,
acquiring control over BOH or any substantial portion of the assets of
BOH. As used herein, the term "control" means (1) the ability to direct
the voting of 10% or more of the outstanding voting securities of a person
having ordinary voting power in the election of directors or in the
election of any other body having similar functions or (2) the ability to
direct the management and policies of a person, whether through ownership
of securities, through any contract, arrangement or understanding or
otherwise.
(b) sell or otherwise transfer any of the Shares, or cause or permit
any of the Shares to be sold or otherwise transferred (i) pursuant to any
tender offer, exchange offer or similar proposal made by any person, other
than PBOC or an affiliate of PBOC, (ii) to any person known by the
undersigned to be seeking to obtain control of BOH or any substantial
portion of the assets of BOH or to any other person, other than PBOC or an
affiliate of PBOC, under circumstances where such sale or transfer may
reasonably be expected to assist a person seeking to obtain such control
or (iii) for the principal purpose of avoiding the obligations of the
undersigned under this agreement.
It is understood and agreed that this agreement relates solely to the
capacity of the undersigned as a shareholder or other beneficial owner of the
Shares and is not in any way intended to affect the exercise by the undersigned
of the undersigned's responsibilities as a director or officer of BOH. It is
further understood and agreed that this agreement is not in any way intended to
affect the exercise by the undersigned of any fiduciary responsibility which the
undersigned may have in respect of any Shares as of the date hereof.
Use of the masculine gender herein shall be considered to represent the
masculine, feminine or neuter gender whenever appropriate.
Very truly yours
Name
Accepted and Agreed to:
PBOC HOLDINGS, INC.
By: ____________________________________________
Name: Rudolph P. Guenzel
Title: President and Chief Executive Officer
Schedule I
Number of Shares Beneficially Owned
Name of Shareholder of BOH Common Stock (1)
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John R. Discola 23,440
Donald D. Farquhar 38,364
T. Russell Fields, Jr. 56,403
William F. Hertz, II 464
James B. Irsfeld, Jr. 38,385
Terry C. Jorgensen 51,446
James N. Kenealy, Jr. 37,517
Henry K. Nadler 1,023
W. Wayne Nix 43,304
Steven G. Ullman 116,271
Larry Stamper 500
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(1) Does not include options to purchase shares of BOH Common Stock.