EXHIBIT 10.5
STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT
THIS AGREEMENT is entered into this 31st day of October, 1997 by and
between E. Lynn Caswell ("Shareholder") and PACIFIC COMMUNITY BANKING GROUP
("Corporation"), a California corporation with its principal executive office
at 23332 Mill Creek Drive, Suite 230, Laguna Hills, California 92653.
A. WHEREAS, the Articles of Incorporation of the Corporation currently
authorize the issuance of up to 100,000,000 of its no par value Common Stock
("Common Stock") and 100,000,000 of its no par value Preferred Stock.
B. WHEREAS, the Board of Directors of the Corporation have authorized
the sale and issuance of 10,000 shares of the Corporation's Common Stock at
the purchase price of $.25 per share to Shareholder pursuant to the terms of
Corporation Code Section 25102(f);
C. WHEREAS, Shareholder desires to purchase 10,000 shares of the
Corporation's Common Stock for the purchase price of $.25 per share pursuant
to the terms and conditions herein set forth;
IT IS MUTUALLY AGREED by and between the parties hereto as follows:
1. PURCHASE. The Corporation agrees to sell and Shareholder agrees to
purchase 10,000 shares of the Corporation's Common Stock at the price of $.25
per share for an aggregate purchase price of $2,500.00
2. TRANSFER OF SHARES. The Shareholder agrees not to sell, assign,
transfer, encumber, hypothecate, or make any other disposition of any of the
shares of the Common Stock to be purchased except with the prior written
consent of and at the direction of the Corporation and except in accordance
with the terms of this Stockholder Agreement. This Stockholder Agreement
shall be binding upon and shall operate for the benefit of the Corporation
and the Shareholder and the respective executors or administrators and any
transferees or assignees of the Shareholder, whether such transfers or
assignments are in accordance with or in violation of the provisions of this
Stockholder Agreement.
3. TERMINATION. This Stockholder Agreement shall terminate upon the
occurrence of any of the following events:
(a) The bankruptcy, receivership, or dissolution of the Corporation;
or
(b) Mutual agreement of the Corporation and Shareholder;
4. LEGEND. Upon execution of this Stockholder Agreement, the
certificate representing the number of shares of Stock to be issued shall be
endorsed as follows:
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"It is unlawful to consummate a sale or transfer of this
security, or any interest therein, or to receive any
consideration therefor, without the prior written consent of
the Commissioner of Corporations of the State of California,
except as permitted by the Commissioner's rules.
Additionally, this certificate is transferable only upon
compliance with provisions of a Stockholder Agreement dated
October 31, 1997."
5. GOVERNING LAW. This Stockholder Agreement shall be construed and
governed by the laws of the State of California. The offer and sale of this
stock will not be accompanied by the publication of any advertisement, that
no selling expenses will be given, paid or incurred in connection therewith,
that no promotional considerations will be given, paid or incurred in
connection therewith, that a notice in the form prescribed by the rules of
Commissioner of Corporations ("Commissioner") shall be filed with the
Commissioner, and that a copy of Section 260.141.11 of the Corporate
Securities Rules is attached hereto and is hereby acknowledged as received by
shareholder.
6. ENTIRE AGREEMENT. This Stockholder Agreement constitutes the sole
and only agreement of the parties hereto respecting the sale and purchase of
the shares of the Corporation and the resale and repurchase of the shares of
the Corporation's Common Stock and correctly sets forth the rights, duties,
and obligations of each party to the other in relation thereto as of this
date. Any prior agreements, promises, negotiations or representations
concerning the subject matter of this Stockholder Agreement not expressly set
forth in this Stockholder Agreement are of no force or effect.
IN WITNESS WHEREOF, the parties hereto have executed this Stockholder
Agreement in Laguna Hills, California on the date first above written.
PACIFIC COMMUNITY BANKING GROUP
By /s/ E. Lynn Caswell
--------------------------------------
E. Lynn Caswell
Chairman of the Board
By /s/ E. Lynn Caswell
--------------------------------------
E. Lynn Caswell,
Chief Financial Officer
By /s/ E. Lynn Caswell
--------------------------------------
E. Lynn Caswell
"Shareholder"
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