S-8 POS

As filed with the Securities and Exchange Commission on September 3, 2004

Registration No. 333-117857

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PACIFIC PREMIER BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	33-0743196
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1600 Sunflower Avenue, 2^nd Floor

Costa Mesa, California 92626

(Address of Principal Executive Offices, Including Zip Code)

PACIFIC PREMIER BANCORP, INC.

2004 LONG-TERM INCENTIVE PLAN

(Full Titles of the Plans)

Steven R. Gardner

President and Chief Executive Officer

Pacific Premier Bancorp, Inc.

1600 Sunflower Avenue, 2^nd Floor

Costa Mesa, California 92626

 (Name and Address of Agent for Service)

(714) 431-4000

(Telephone Number, Including Area Code, of Agent for Service)

Copy to:

Norman B. Antin, Esq.

Jeffrey D. Haas, Esq.

Patton Boggs LLP

2550 M Street, NW

Washington, DC 20037

(202) 457-6000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:

(a)Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 15, 2004.

(b)All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Form 10-K referred to in clause (a) above.

(c)The description of the Registrant’s common stock contained in the Registrant’s Form 8-A (File No. 000-22193), as filed with the Commission pursuant to Sections 12(b) and 12(g) of the Exchange Act, on February 28, 1997.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall also be deemed to be incorporated by reference in this Registration Statement and to be a part hereof commencing on the respective dates on which such reports and documents are filed with the Commission.  Any statement incorporated by reference herein shall also be deemed to be modified or superseded for the purposes of this Registration Statement and any amendment or supplement hereto to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement or any such amendment or supplement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Certain legal matters with respect to the legality of the common stock registered hereby will be passed upon for the Registrant by Patton Boggs LLP.  As of the date of this Registration Statement, certain partners of Patton Boggs LLP owned approximately 15,000 shares of the Registrant’s common stock.

2

Item 6.Indemnification of Directors and Officers.

In accordance with the General Corporation Law of the State of Delaware, Articles 10 and 11 of the Registrant’s Certification of Incorporation provides:

TENTH:

A.Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

B.The right to indemnification conferred in Section A of this Article TENTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in 15 his or her capacity as a Director or Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, services to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article TENTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

C.If a claim under Section A or B of this Article TENTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a

3

suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expenses of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article TENTH or otherwise shall be on the Corporation.

D.The rights to indemnification and to the advancement of expenses conferred in this Article TENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors or otherwise.

E.The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or subsidiary or Affiliate or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

F.The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article TENTH with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation.

ELEVENTH:A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating

4

or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

Exhibit No.	Description
4.0	Common Stock Certificate (1)
5.1**	Opinion of Patton Boggs LLP regarding the legality of the Common Stock being registered.
10.1	2004 Long-Term Incentive Plan (2)
10.2	Form of Incentive Stock Option Agreement
10.3	Form of Nonqualified Stock Option Agreement
10.4	Form of Restricted Stock Agreement
23.1**	Consent of Vavrinek, Trine, Day & Co., LLP
23.2**	Consent of Patton Boggs LLP (included in Exhibit 5.1 hereto).
24.1**	Power of Attorney (included in the signature page of this Registration Statement).

**Previously filed.

(1)Incorporated herein by reference from the Registrant’s Registration Statement on Form S-4, as amended, filed on January 27, 1997, Registration No. 333-20497.

(2)Incorporated herein by reference from the Registrant’s Definitive Proxy Statement filed on April 23, 2004, File No. 000-22193.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

5

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculations of Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.  In the event that a

6

claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

7

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of California, on September 3, 2004.

PACIFIC PREMIER BANCORP, INC.
By:	/s/ Steven R. Gardner
	Steven R. Gardner
	President and Chief Executive Officer

8

Pursuant to the requirements of the Securities Act, this Post Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/Steven R. Gardner								President and Chief Executive	September 3, 2004
Steven R. Gardner								Officer (Principal Executive Officer)
/s/John Shindler		*						Senior Vice President and	September 3, 2004
John Shindler								Chief Financial Officer (Principal Financial and Accounting Officer)
/s/John D. Godard				*				Director	September 3, 2004
John D. Godard
/s/Roy A. Henderson						*		Director	September 3, 2004
Roy A. Henderson
/s/Michael L. McKennon							*	Director	September 3, 2004
Michael L. McKennon
/s/Ronald G. Skipper					*			Chairman of the Board	September 3, 2004
Ronald G. Skipper
/s/Kent G. Snyder			*					Director	September 3, 2004
Kent G. Snyder
/s/Sam Yellen	*							Director	September 3, 2004
Sam Yellen

*By Steven R. Gardner pursuant to a power of attorney.

9

EXHIBIT INDEX

Exhibit No.	Description
4.0	Common Stock Certificate (1)
5.1**	Opinion of Patton Boggs LLP regarding the legality of the Common Stock being registered.
10.1	2004 Long-Term Incentive Plan (2)
10.2	Form of Incentive Stock Option Agreement
10.3	Form of Nonqualified Stock Option Agreement
10.4	Form of Restricted Stock Agreement
23.1**	Consent of Vavrinek, Trine, Day & Co., LLP
23.2**	Consent of Patton Boggs LLP (included in Exhibit 5.1 hereto).
24.1**	Power of Attorney (included in the signature page of this Registration Statement).

**Previously filed

(1)Incorporated herein by reference from the Registrant’s Registration Statement on Form S-4, as amended, filed on January 27, 1997, Registration No. 333-20497.

(2)Incorporated herein by reference from the Registrant’s Definitive Proxy Statement filed on April 23, 2004, File No. 000-22193.

2

EX-10.2

EXHIBIT 10.2

FORM OF
PACIFIC PREMIER BANCORP INC.
2004 LONG-TERM INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

Stock Option Agreement (this “Option Agreement”), dated as of                                (the “Grant Date”), between Pacific Premier Bancorp, Inc. (the “Company”) and                                                  (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

Section 1.  Grant of Options.  The Participant is hereby granted an option representing                        shares of Common Stock (“Shares”) under the terms and conditions specified herein (the “Option”). Such Option is intended to constitute an Incentive Stock Option.   If the Option granted hereunder fails to qualify as an Incentive Stock Option for any reason, then the Option, or portion thereof that does not so qualify, shall be treated as a Nonqualified Stock Option.  

Section 2.  Option Price.  The exercise price of the Option shall be $              per share (the “Option Price”).

Section 3.  Vesting of Option.

3.1Vesting Schedule.  The Option shall vest and become exercisable based on the passage of time according to the following vesting schedule:

Number of Shares Vesting Date

3.2Accelerated Vesting.  Notwithstanding Section 3.1, the Option shall become fully and immediately vested and exercisable upon: (i) a Sale Event; or (ii) upon the death, Disability or Retirement of the Participant as set forth in Section 8.01(b) of the Plan.

3.3Discretionary Vesting.  The Board may, in its sole discretion, accelerate the vesting of the Option at any time and for any reason.

Section 4.  Incentive Stock Option Limitation. Pursuant to section 422(d) of the Code, to the extent the aggregate Fair Market Value of shares of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year under all plans of the Company and its subsidiaries exceeds $100,000, such options shall be treated as Nonqualified Stock Options (the Company shall designate which options will be treated as Nonqualified Stock Options).

Section 5.  Option Term.  The Option may be exercised, to the extent that it is vested pursuant to Section 3, during the Option Term, unless earlier terminated in accordance with the terms of the Plan.  For purposes hereof, the “Option Term” shall commence on the Grant Date and shall expire on the tenth anniversary thereof.  Upon the expiration of the Option Term, to the extent unexercised, the Option shall terminate and be of no further force or effect.

Section 6.  Exercise of Option. An Option may be exercised by the Participant (or such other person as may be specified in the Plan) to the extent vested, with respect to whole shares only, by giving written notice to the Company of exercise along with payment of the aggregate exercise price.  The Option Price for the Shares acquired pursuant to the exercise of the Option shall be paid: (i) in cash or by check; (ii) in whole shares of Common Stock; or (iii) a combination of (i) and (ii) above. The value of any share of Common Stock delivered in payment of the Option Price shall be its Fair Market Value on the date the Option is exercised.

Section 7.  Withholding of Taxes.  The Company shall withhold from any amounts due and payable by the Company to the Participant (or secure payment from the Participant in lieu of withholding) the amount of any federal or state withholding or other taxes, if any, due from the Company with respect to the exercise of the Option, and the Company may defer such issuance until such withholding or payment is made unless otherwise indemnified to its satisfaction with respect thereto. The Company shall have the right to: (i) make deductions from any settlement of this Option, including the delivery of Shares, or require Shares or cash, or both, be withheld from any settlement of this Option, in each case in an amount sufficient to satisfy the withholding obligation; or (ii) take such other action as may be necessary or appropriate to satisfy the withholding obligation.

Section 8.  Adjustments.  If at any time while the Option is outstanding, the number of outstanding shares of Common Stock is changed by reason of a reorganization, recapitalization, stock split or any other event described in Article V of the Plan, the number and/or kind of Shares subject to the Option and/or the Option Price of such Shares shall be adjusted in accordance with the provisions of the Plan.

Section 9.  Option Not Transferable. This Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or

laws of descent and distribution, and during the Participant’s life, may only be exercised by the Participant.  Any attempt to effect a transfer of this Option that is not otherwise permitted by the Board, the Plan, or this Option Agreement shall be null and void.

Section 10.  Disqualifying Disposition. If Shares acquired by exercise of the Option are disposed of within two years following the Grant Date or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Board may reasonably require.

Section 11.  No Rights as Shareholder or Continued Employment.

11.1No Right as Shareholder. The Participant shall not have any privileges of a Shareholder of the Company with respect to any Shares subject to (but not acquired upon valid exercise of) the Option, nor shall the Company have any obligation to pay any dividends or otherwise afford any rights to which Shares are entitled with respect to such Shares, until the date of the issuance to the Participant of a stock certificate evidencing such Shares.

11.2No Right to Continued Employment. Nothing in this Option Agreement shall confer upon a Participant who is an employee of the Company or any of its subsidiaries any right to continue in the employ of the Company or any of its subsidiaries or to interfere in any way with the right of the Company or any of its subsidiaries to terminate the Participant’s employment at any time.

Section 12.  Miscellaneous Provisions.

12.1Notices.  All notices, requests and demands to or upon a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or three days after being deposited in the mail, postage prepaid or, in the case of facsimile notice, when received, addressed as follows or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

If to the Company, to the following address:

Pacific Premier Bancorp, Inc.

1600 Sunflower Avenue, 2^nd Floor

Costa Mesa, California 92626

Attn: Steven R. Gardner,

President and Chief Executive Officer

Facsimile: (714) 433-3080

If to the Participant, to the address or facsimile number as shown on the signature page hereto.

12.2Amendment.  This Option Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Option Agreement.

2

12.3Governing Law. This Option Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware,other than the conflict of laws provisions of such laws.

3

12.4Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.

12.5Construction.  The construction of this Option Agreement is vested in the Board, and the Board’s construction shall be final and conclusive on all persons.

4

IN WITNESS WHEREOF, this Option Agreement has been executed and delivered by the parties hereto.

PARTICIPANT	PACIFIC PREMIER BANCORP, INC.
Name:	Name:
	Title:
Address:
Telephone number:
Facsimile:

5

EX-10.3

EXHIBIT 10.3

FORM OF
PACIFIC PREMIER BANCORP, INC.
2004 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

Stock Option Agreement (this “Option Agreement”), dated as of                              (the “Grant Date”), between Pacific Premier Bancorp, Inc. (the “Company”) and                                              (the “Participant”). This Option Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Option Agreement, they shall have the meanings set forth in the Plan.

Section 1.  Grant of Options.  The Participant is hereby granted an option representing                  shares of Common Stock (“Shares”) under the terms and conditions specified herein (the “Option”). Such Option is a nonqualified Stock Option and is not intended to constitute an Incentive Stock Option.

Section 2.  Option Price.  The exercise price of the Option shall be $                    per share (the “Option Price”).

Section 3.  Vesting of Option.

3.1Vesting Schedule.  The Option shall vest and become exercisable based on the passage of time according to the following vesting schedule:

Number of Shares Vesting Date

3.2Accelerated Vesting.  Notwithstanding Section 3.1, the Option shall become fully and immediately vested and exercisable upon: (i) a Sale Event; or (ii) upon the death, Disability or Retirement of the Participant as set forth in Section 8.01(b) of the Plan.

3.3Discretionary Vesting.  The Board may, in its sole discretion, accelerate the vesting of the Option at any time and for any reason.

Section 4.  Option Term. The Option may be exercised, to the extent that it is vested pursuant to Section 3, during the Option Term, unless earlier terminated in accordance with the

terms of the Plan.  For purposes hereof, the “Option Term” shall commence on the Grant Date and shall expire on the tenth anniversary thereof.  Upon the expiration of the Option Term, to the extent unexercised, the Option shall terminate and be of no further force or effect.

Section 5.  Exercise of Option. An Option may be exercised by the Participant (or such other person as may be specified in the Plan) to the extent vested, with respect to whole shares only, by giving written notice to the Company of exercise along with payment of the aggregate exercise price.  The Option Price for the Shares acquired pursuant to the exercise of the Option shall be paid: (i) in cash or by check; (ii) in whole shares of Common Stock; or (iii) a combination of (i) and (ii) above. The value of any share of Common Stock delivered in payment of the Option Price shall be its Fair Market Value on the date the Option is exercised.

Section 6.  Withholding of Taxes.  The Company shall withhold from any amounts due and payable by the Company to the Participant (or secure payment from the Participant in lieu of withholding) the amount of any federal or state withholding or other taxes, if any, due from the Company with respect to the exercise of the Option, and the Company may defer such issuance until such withholding or payment is made unless otherwise indemnified to its satisfaction with respect thereto. The Company shall have the right to: (i) make deductions from any settlement of this Option, including the delivery of Shares, or require Shares or cash, or both, be withheld from any settlement of this Option, in each case in an amount sufficient to satisfy the withholding obligation; or (ii) take such other action as may be necessary or appropriate to satisfy the withholding obligation.

Section 7.  Adjustments.  If at any time while the Option is outstanding, the number of outstanding shares of Common Stock is changed by reason of a reorganization, recapitalization, stock split or any other event described in Article V of the Plan, the number and/or kind of Shares subject to the Option and/or the Option Price of such Shares shall be adjusted in accordance with the provisions of the Plan.

Section 8.  Option Not Transferable. This Option may not be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or laws of descent and distribution, and during the Participant’s life, may only be exercised by the Participant.  Any attempt to effect a transfer of this Option that is not otherwise permitted by the Board, the Plan, or this Option Agreement shall be null and void.

Section 9.  No Rights as Shareholder or Continued Employment.

9.1No Right as Shareholder. The Participant shall not have any privileges of a Shareholder of the Company with respect to any Shares subject to (but not acquired upon valid exercise of) the Option, nor shall the Company have any obligation to pay any dividends or otherwise afford any rights to which Shares are entitled with respect to such Shares, until the date of the issuance to the Participant of a stock certificate evidencing such Shares.

9.2No Right to Continued Employment. Nothing in this Option Agreement shall confer upon a Participant who is an employee of the Company or any of its subsidiaries any right to continue in the employ of the Company or any of its subsidiaries or to interfere in any way

2

with the right of the Company or any of its subsidiaries to terminate the Participant’s employment at any time.

Section 10.  Miscellaneous Provisions.

10.1Notices.  All notices, requests and demands to or upon a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or three days after being deposited in the mail, postage prepaid or, in the case of facsimile notice, when received, addressed as follows or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

If to the Company, to the following address:

Pacific Premier Bancorp, Inc.

1600 Sunflower Avenue, 2^nd Floor

Costa Mesa, California  92626

Attn: Steven R. Gardner,

President and Chief Executive Officer

Facsimile: (714) 433-3080

If to the Participant, to the address or facsimile number as shown on the signature page hereto.

10.2Amendment.  This Option Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Option Agreement.

10.3Governing Law. This Option Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware,other than the conflict of laws provisions of such laws.

10.4Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Option Agreement.

10.5Construction.  The construction of this Option Agreement is vested in the Board, and the Board’s construction shall be final and conclusive on all persons.

3

IN WITNESS WHEREOF, this Option Agreement has been executed and delivered by the parties hereto.

PARTICIPANT	PACIFIC PREMIER BANCORP, INC.
Name:	Name:
	Title:
Address:
Telephone number:
Facsimile:

4

EX-10.4

EXHIBIT 10.4

FORM OF
PACIFIC PREMIER BANCORP, INC.
2004 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

Restricted Stock Agreement (this “Agreement”), dated as of                          (the “Grant Date”), between Pacific Premier Bancorp, Inc. (the “Company”) and                                                  (the “Participant”). This Agreement is pursuant to the terms of the Pacific Premier Bancorp, Inc. 2004 Long-Term Incentive Plan (the “Plan”), a copy of which has been furnished to the Participant and the terms of which are incorporated herein by reference. Unless otherwise indicated, whenever capitalized terms are used in this Agreement, they shall have the meanings set forth in the Plan.

Section 1.  Grant of Award.  The Participant is hereby granted an award of restricted stock representing                     shares of Common Stock under the terms and conditions specified herein (the “Award”).

Section 2.  Vesting of Shares.

2.1Vesting Schedule.  Subject to Section 3, shares covered by the Award (the “Restricted Shares”) shall vest based on the passage of time according to the following vesting schedule:

2

Number of Restricted Shares Vesting Date

2.2Accelerated Vesting.  Notwithstanding Section 2.1, Restricted Shares shall become fully and immediately vested upon a Sale Event.

2.3Discretionary Vesting.  The Board may, in its sole discretion, accelerate the vesting of any or all Restricted Shares at any time and for any reason.

Section 3.  Forfeiture in the Event of Termination of Employment. If the Participant’s employment with the Company and its subsidiaries is terminated for any reason, the Participant shall forfeit his or her interest in any Restricted Shares that have not yet become vested, which shall be cancelled and be of no further force or effect.

Section 4.  Dividends and Voting Rights.  The Participant shall be entitled to receive any dividends paid with respect to the Restricted Shares; provided, however, that no dividends shall be payable to or for the benefit of a Participant with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited the Restricted Shares pursuant to Section 3 hereof.  The Participant shall be entitled to vote the Restricted Shares to the same extent as would have been applicable to the Participant if the Participant was then vested in the Restricted Shares; provided, however, that the Participant shall not be entitled to vote the Restricted Shares with respect to record dates occurring prior to the Grant Date, or with respect to record dates occurring on or after the date, if any, on which the Participant has forfeited the Restricted Shares pursuant to Section 3 hereof.

Section 5.  Adjustments.  If at any time while the Award is outstanding, the number of outstanding shares of Common Stock is changed by reason of a reorganization, recapitalization, stock split or any other event described in Article V of the Plan, the number and/or kind of Restricted Shares covered by the Award shall be adjusted accordingly pursuant to the provisions of the Plan.

Section 6.  Limitations on Restricted Shares.  Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered until the Participant is vested in such shares in accordance with the provisions hereof.

Section 7.  No Right to Continued Employment. Nothing in this Agreement shall confer upon a Participant who is an employee of the Company or any of its subsidiaries any right to continue in the employ of the Company or any of its subsidiaries or to interfere in any way with the right of the Company or any of its subsidiaries to terminate the Participant’s employment at any time.

Section 8.  Deposit of Restricted Shares.  Each certificate issued in respect of Restricted Shares granted under this Agreement shall be registered in the name of the Participant and shall be deposited with an escrow agent designated by the Board.  The grant of Restricted Shares is conditioned upon the Participant endorsing in blank a stock power for the Restricted Shares.

3

Section 9.  Withholding of Taxes.  The Company shall withhold from any amounts due and payable by the Company to the Participant (or secure a cash payment from the Participant in lieu of withholding) the amount of any federal or state withholding or other taxes, if any, due from the Company with respect to the Restricted Shares.

Section 10.  Miscellaneous Provisions.

10.1Notices. All notices, requests and demands to or upon a party hereto shall be in writing and shall be deemed to have been duly given when delivered by hand or three days after being deposited in the mail, postage prepaid or, in the case of facsimile notice, when received, addressed as follows or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

4

(a)If to the Company, to the following address:

Pacific Premier Bancorp, Inc.

1600 Sunflower Avenue, 2^nd Floor

Costa Mesa, California  92626

Attn: Steven R. Gardner,

President and Chief Executive Officer

Facsimile:  (714) 433-3080

(b)If to the Participant, to the address or facsimile number as shown on the signature page hereto.

10.2Amendment.  This Agreement may be amended only by a writing executed by the parties hereto that specifically states that it is amending this Agreement.

10.3Governing Law.  This Agreement shall be construed and interpreted in accordance with and governed by the laws of the State of Delaware, other than the conflict of laws provisions of such laws.

10.4Titles.  Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

10.5Construction.  The construction of this Agreement is vested in the Board, and the Board’s construction shall be final and conclusive on all persons.

5

IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.

PARTICIPANT	PACIFIC PREMIER BANCORP, INC.
Name:	Name:
	Title:
Address:
Telephone Number:
Facsimile:

6