🧾 What This Document Is

This is an 8-K filing, which is like a "current report" companies file with the SEC to announce major news. This specific filing (Exhibit 10.1 and 10.2) contains the new employment contracts for BayCom Corp's top two executives. Think of it as the official paperwork locking in the company's leadership for the next few years.

🏢 What The Company Does

BayCom Corp (ticker: BCML) is a bank holding company. 👉 In simple terms, it owns United Business Bank, a California-based bank. They make money the traditional banking way: taking deposits and making loans. They're not a giant national bank; they're a regional player focused on business banking in California.

💼 Executive Leadership Shake-Up

The big news here isn't just the contracts; it's the new roles. The company has appointed:

• Christopher F. Baron as the new President and Chief Executive Officer (CEO) of both the bank and the holding company.
• William J. Black, Jr. as the new Executive Vice Chair of both entities. 👉 This signals a significant leadership transition, with Baron taking the top job and Black moving into a vice chair role.

💰 The Pay Package Breakdown

Both executives have very similar, but not identical, compensation structures. Here’s the core of their deals:

Base Salary: Each gets a minimum of $675,000 per year. The company cannot cut this without the executive's written OK.

Bonus Potential: Each is eligible for an annual cash bonus.

• Target Bonus: 75% of their base salary (which would be $506,250 if base is $675k).
• Maximum Bonus: 150% of the target, so up to $759,375.
• 👉 Bonuses are based on company performance and paid the following March.

Annual Stock Grants: Starting in 2027, each will get yearly restricted stock awards.

• Value: 25% of their previous year's base salary. For a $675k salary, that's a $168,750 annual grant.
• Vesting: The stock vests over 5 years (20% per year), encouraging long-term stay.
• 👉 This aligns their interests with shareholders—they benefit when the stock price rises.

🤝 The "Golden Parachute" - Severance Terms

This is the most critical part. The contracts define what happens if the executives are fired without "cause" or quit for "good reason."

Severance Pay:

• For Baron (CEO): 2x (salary + target bonus).
• For Black (Vice Chair): 2x normally, but 3x if fired within a 2-year window around a "Change in Control" (like a merger).
• Example: For Baron, that’s 2 x ($675,000 + $506,250) = $2,362,500 in cash severance.

Continued Benefits: They also get 24 months of paid health insurance and immediate vesting of all their unvested stock awards.

Why it matters: These are "retention" and "protection" packages. They ensure executives are financially secure if ousted, making it easier to recruit top talent and keeping them focused during uncertain times (like a potential sale).

⚖️ Grounds for Firing ("For Cause")

The company can fire an executive without severance pay for serious misconduct, defined as:

• Failure to perform duties.
• Illegal activity harming the company's reputation.
• Breach of fiduciary duty or personal dishonesty.
• Gross negligence.
• The bank being shut down by regulators. 👉 For performance issues, the company must first give a written warning and a 30-day period to improve.

🔮 What This Signals & What's Next

• Stability: These 3-year contracts (with automatic extensions) provide leadership stability. Shareholders and employees know who's in charge for the foreseeable future.
• Transition Plan: Having both a new CEO (Baron) and an Executive Vice Chair (Black) suggests a possible planned succession or a division of strategic responsibilities.
• Focus on Retention: The lucrative severance and equity grants show the board is serious about keeping this leadership team in place.
• Regulatory Approval: The contracts are subject to approval from banking regulators, which is standard procedure.

🧠 The Analogy

This filing is like two star athletes signing new, guaranteed contracts with their team. The team (BayCom) is locking down its new franchise player (CEO Baron) and a key veteran leader (Vice Chair Black) with big salaries, performance bonuses (playoffs), and huge "no-trade" clauses (severance). It tells fans (investors) the team is building around them for the next few seasons.

🧩 Final Takeaway

BayCom Corp is formalizing its new executive team with rich, retention-focused contracts. The key takeaway is that the company is investing heavily to stabilize its leadership, signaling confidence in its current strategy and preparing for potential future changes, all while giving its top executives significant financial protection.