Mechanics Bancorp (Form: POS AM, Received: 09/02/2025 14:41:24)

As filed with the Securities and Exchange Commission on September 2, 2025

Registration No. 333-288528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 ON FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mechanics Bancorp

(Exact name of registrant as specified in its charter)

Washington		91-0186600
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1111 Civic Drive, Suite 390

Walnut Creek, CA 94596

(Address and Zip Code of Principal Executive Offices)

Mechanics Bank 2022 Omnibus Incentive Plan

Mechanics Bank 2017 Incentive Unit Plan

(Full title of the plans)

Glenn Shrader

Executive Vice President, General Counsel

Mechanics Bancorp

1111 Civic Drive, Suite 390

Walnut Creek, CA 94596

(925) 482-8000

(Name, Address, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Jacob A. Kling, Esq.

Eric M. Feinstein, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

Mechanics Bancorp (formerly HomeStreet, Inc.) (“Mechanics” or the “Registrant”), hereby amends its registration statement on Form S-4 (File No. 333-288528) filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 3, 2025, as amended by the pre-effective Amendment No. 1 thereto filed with the Commission on July 15, 2025 (the “Form S-4”), which the Commission declared effective at 4:30 p.m. Eastern Time on July 16, 2025, by filing this Post-Effective Amendment No. 1 to Form S-4 on Form S-8 (this “Post-Effective Amendment” and together with the Form S-4, this “Registration Statement”).

Mechanics filed the Form S-4 in connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, by and among Mechanics, HomeStreet Bank, a Washington state-chartered commercial bank (“HomeStreet Bank”), and Mechanics Bank, a California banking corporation (“Mechanics Bank”), dated March 28, 2025 (as amended, the “Merger Agreement”), pursuant to which, effective as of September 2, 2025, Mechanics Bank merged with and into HomeStreet Bank, with Mechanics Bank as the surviving corporation in the Merger.

As a result of the Merger, each share of common stock, par value $50 per share, of Mechanics Bank designated as voting common stock issued and outstanding immediately prior to the effective time of the Merger, subject to certain exceptions, was converted into the right to receive 3,301.0920 shares (the “Class A exchange ratio”) of Class A common stock, no par value, of Mechanics (the “Class A common stock”) and each share of common stock, par value $50 per share, of Mechanics Bank designated as non-voting common stock issued and outstanding immediately prior to the effective time of the Merger was converted into the right to receive 330.1092 shares of Class B common stock, no par value, of Mechanics (the “Class B common stock,” and together with the Class A common stock, the “Mechanics common stock”).

Pursuant to the terms of the Merger Agreement, each outstanding incentive unit award or restricted stock unit award granted under the Mechanics Bank 2017 Incentive Unit Plan or the Mechanics Bank 2022 Omnibus Incentive Plan (collectively, the “Mechanics Bank Equity Plans”) was converted into a corresponding restricted stock unit award in respect of Class A common stock (the “Mechanics Awards”), with appropriate adjustments to reflect the application of the Class A exchange ratio and pursuant to the terms and conditions of the Merger Agreement.

The Registrant hereby amends the Form S-4 by filing this Post-Effective Amendment relating to 1,729,534 shares of Class A common stock issuable upon the settlement of the Mechanics Awards under the Mechanics Bank Equity Plans. All such shares were previously registered on the Form S-4 but will be subject to issuance pursuant to this Post-Effective Amendment.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information to be specified in Item 1 and Item 2 of Part I of this Post-Effective Amendment is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information to be specified in Part I will be delivered to the holders as required by Rule 428(b)(1).

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 into this Registration Statement by reference (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission):

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 7, 2025 (the “Annual Report”);

the Registrant’s Current Reports on Form 8-K, filed with the Commission on March 31, 2025, April 3, 2025, June 2, 2025, July 18, 2025, August 7, 2025, August 19, 2025, August 22, 2025 and September 2, 2025 (other than the portions of those documents not deemed to be filed);

the Registrant’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, filed with the Commission on May 8, 2025, and June 30, 2025, filed with the Commission on August 6, 2025;

all other reports filed by the Registrant pursuant to Section 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 Annual Report; and

the description of the Registrant’s common stock contained on Form S-4, filed with the Commission on July 3, 2025, as amended on July 15, 2025 and declared effective on July 16, 2025, and any amendments or reports filed for the purposes of updating such description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, subsequent to the date of this Registration Statement (other than information in such filings deemed, under Commission rules or otherwise, not to have been filed with the Commission), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.

Description of Securities.

Not applicable.

Item 5.

Interests of Named Experts and Counsel.

Not applicable.

Item 6.

Indemnification of Directors and Officers.

Sections 23B.08.500 through 23B.08.603 of the Washington Business Corporation Act contains specific provisions relating to indemnification of directors and officers of Washington corporations. In general, the statute provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (i) the individual acted in good faith; and (ii) the individual reasonably believed, in the case of conduct in the individual’s official capacity, that the individual’s conduct was in the best interests of the corporation, and in all other cases, that the individual’s conduct was at least not opposed to the corporation’s best interests. In the case of a criminal proceeding, the individual must not have had any reasonable cause to believe the conduct was unlawful.

A director may not be indemnified in connection with a proceeding by or in the right of the corporation in which the director was found liable to the corporation, or a proceeding in which the director was found to have improperly received a personal benefit. Washington law provides for mandatory indemnification of directors for reasonable expenses incurred when the indemnified party is wholly successful in the defense of the proceeding.

Washington law permits a director of a corporation who is a party to a proceeding to apply to the courts for indemnification or advancement of expenses, unless the articles of incorporation provide otherwise, and the court may order indemnification or advancement of expenses under certain circumstances set forth in the statute. Washington law further provides that a corporation may, if authorized by its articles of incorporation or a bylaw or resolution adopted or ratified by the shareholders, provide indemnification in addition to that provided by statute, subject to certain conditions set forth in the statute.

Mechanics’ articles of incorporation require Mechanics to indemnify and hold harmless to the fullest extent permitted by applicable law, any person who was or is threatened to be made a party to or is otherwise involved in any actual or threatened action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a director or officer of the corporation or, being or having been a director or officer, he or she is or was serving at the request of the corporation as a director, trustee, officer, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is an alleged action in an official capacity as a director, trustee, officer, employee, or agent or in any other capacity while serving as director, trustee, officer, employee, or agent. This right to indemnification also includes the right to have Mechanics pay the expenses incurred in defending any such proceeding in advance of its final disposition.

Mechanics’ bylaws provide that Mechanics may maintain insurance at its own expense to protect itself and any indemnitee against any expense, liability, or loss against which Mechanics has the power to indemnify.

Mechanics has entered into or may enter into indemnification agreements with all of its current and former directors and has entered into or may enter into indemnification agreements with certain of Mechanics’ current and former executive officers. Subject to certain limitations, these agreements require Mechanics to indemnify these individuals to the fullest extent permitted under applicable law against liabilities that may arise by reason of their service to Mechanics, and to advance expenses incurred, under certain circumstances, as a result of any proceedings against them as to which they could be indemnified.

In addition, Mechanics maintains a general liability insurance policy that covers certain liabilities of the Mechanics’ directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers.

Item 7.

Exemption from Registration Claimed.

Not applicable.

Item 8.

Exhibits.

Exhibit Number		Description

4.1		Fourth Amended and Restated Articles of Incorporation of Mechanics Bancorp, effective as of September 2, 2025 (incorporated by reference to Exhibit 3.1 of Mechanics Bancorp’s Current Report on Form 8-K filed on September 2, 2025).
4.2		Amended and Restated Bylaws of Mechanics Bancorp, effective as of September 2, 2025 (incorporated by reference to Exhibit 3.2 of Mechanics Bancorp’s Current Report on Form 8-K filed on September 2, 2025).
4.3		Mechanics Bank 2022 Omnibus Incentive Plan.
4.4		Form of Restricted Stock Unit Award Agreement to the Mechanics Bank 2022 Omnibus Incentive Plan.
4.5		Mechanics Bank 2017 Incentive Unit Plan.
4.6		Form of Incentive Unit Award Agreement to the Mechanics Bank 2017 Incentive Unit Plan.
5.1		Opinion of Orrick, Herrington & Sutcliffe LLP as to validity of the securities being registered.
23.1		Consent of Crowe LLP in respect of Mechanics Bancorp (formerly HomeStreet, Inc.).
23.2		Consent of Crowe LLP in respect of Mechanics Bank.
23.3		Consent of Orrick, Herrington & Sutcliffe LLP (included as part of the opinion filed as Exhibit 5.1).
24.1		Powers of Attorney of Directors and Officers of Mechanics Bancorp (included on the signature page hereto).

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:

(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 this 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 this 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 end 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 this 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a 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 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on September 2, 2025.

MECHANICS BANCORP

By:	/s/ Nathan Duda
	Name:	Nathan Duda
	Title:	Executive Vice President and Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints C.J. Johnson and Nathan Duda, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ C.J. Johnson	President and Chief Executive Officer	September 2, 2025
C.J. Johnson	(Principal Executive Officer)

/s/ Nathan Duda	Executive Vice President and Chief	September 2, 2025
Nathan Duda	Financial Officer (Principal Financial Officer)

/s/ Fernando Pelayo	Chief Accounting Officer	September 2, 2025
Fernando Pelayo	(Principal Accounting Officer)

/s/ Carl B. Webb	Executive Chairman	September 2, 2025
Carl B. Webb

/s/ E. Michael Downer	Vice Chairman	September 2, 2025
E. Michael Downer

Signature	Title	Date

/s/ Patricia Cochran	Director	September 2, 2025
Patricia Cochran

/s/ Adrienne Crowe	Director	September 2, 2025
Adrienne Crowe

/s/ Douglas Downer	Director	September 2, 2025
Douglas Downer

/s/ Ken Russell	Director	September 2, 2025
Ken Russell

/s/ Jon Wilcox	Director	September 2, 2025
Jon Wilcox

/s/ Nancy Pellegrino	Director	September 2, 2025
Nancy Pellegrino

Exhibit 4.3

2022 Omnibus Incentive Plan

1. Purpose; Definitions

The purpose of this Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a stock plan providing incentives for future performance of services directly linked to the profitability of the Company’s businesses and increases in Company shareholder value.

For purposes of this Plan, the following terms are defined as set forth below:

(a) “Affiliate” means a company or other entity controlled by, controlling or under common control with the Company.

(b) “Applicable Exchange” means, if the Shares become traded on a securities exchange, the securities exchange that is, as of the applicable time, the principal market for the Common Stock.

(c) “Award” means a Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan.

(d) “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award.

(e) “Board” means the board of directors of the Company.

(f) “Cash Award” means a cash-settled Award granted pursuant to Section 9.

(g) “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the Participant is a party as of the Grant Date, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) conviction of, or plea of guilty or nolo contendere by, the Participant for committing a felony under federal law or the law of the state in which such action occurred, (B) willful and deliberate failure on the part of the Participant in the performance of his or her employment duties in any material respect, (C) dishonesty in the course of fulfilling the Participant’s employment duties, (D) a material violation of the Company’s ethics and compliance program, code of conduct or other material policy of the Company or (E) prior to a Change in Control, such other events as shall be determined by the Committee.

(h) “Change in Control” has the meaning set forth in Section 10(e).

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.

(j) “Committee” means the Committee referred to in Section 2.

(k) “Common Stock” means common stock, $50.00 par value per share, of the Company.

(l) “Company” means Mechanics Bank, a California corporation, or its successor.

(m) “Corporate Transaction” has the meaning set forth in Section 3(b).

Mechanics Bank

2022 Omnibus Incentive Plan

(n) “Disability” means, unless otherwise provided in an Award Agreement, (i) “Disability” as defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or it does not define “Disability,” permanent and total disability as determined under the Company’s disability policy applicable to the Participant; provided, however, to the extent necessary to avoid tax penalties under Section 409A of the Code, “Disability” means “disability” as defined in Section 409A(a)(2)(C) of the Code.

(o) “Disaffiliation” means a Subsidiary’s or an Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.

(p) “Effective Date” has the meaning set forth in Section 11(a).

(q) “Eligible Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective directors, officers, employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto

(s) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) So long as Common Stock is not listed on an Applicable Exchange, the fair market value of a Share as determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Sections 409A and 422(c)(1) of the Code.

(ii) If Common Stock is listed on an Applicable Exchange, except as otherwise determined by the Committee, the determination shall be made by reference to the closing price reported on such Applicable Exchange.

(t) “Full-Value Award” means any Award other than a Stock Option, Stock Appreciation Right or Cash Award.

(u) “Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.

(v) “Incentive Stock Option” means any Stock Option designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.

(w) “Intentionally Omitted”.

(x) “Individual Agreement” means an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries or Affiliates and, after a Change in Control, a change in control or salary continuation agreement between a Participant and the Company or one of its Subsidiaries or Affiliates. If a Participant is party to both an employment agreement and a change in control or salary continuation agreement, the employment agreement shall be the relevant “Individual Agreement” prior to a Change in Control, and, the change in control or salary continuation agreement shall be the relevant “Individual Agreement” after a Change in Control.

Mechanics Bank

2022 Omnibus Incentive Plan

(y) “Initial Public Offering” means the consummation of the first firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale by the Company of its equity securities, as a result of or following which the Common Stock shall be publicly held.

(z) “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

(aa) “Other Stock-Based Award” means an Award granted pursuant to Section 8.

(bb) “Participant” means an Eligible Individual to whom an Award is or has been granted.

(cc) “Performance Goals” means the performance goals established by the Committee in connection with the grant of an Award.

(dd) “Person” means any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act).

(ee) “Plan” means this Mechanics Bank 2022 Omnibus Incentive Plan, as set forth herein and as hereinafter amended from time to time.

(ff) “Replaced Award” has the meaning set forth in Section 10(b).

(gg) “Replacement Award” has the meaning set forth in Section 10(b).

(hh) “Restricted Stock” means an Award granted under Section 6.

(ii) “Restricted Stock Unit” has the meaning set forth in Section 7(a).

(jj) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.

(kk) “Share” means a share of Common Stock.

(ll) “Sponsor” means Ford Financial Fund II, L.P., Ford Financial Fund III, L.P. or their respective Affiliates.

(mm) “Stock Appreciation Right” means an Award granted under Section 5(b).

(nn) “Stock Option” means an Award granted under Section 5(a).

(oo) “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.

(pp) “Term” means the maximum period during which a Stock Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement.

Mechanics Bank

2022 Omnibus Incentive Plan

(qq) “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a nonemployee capacity, such change in status shall not be deemed a Termination of Service, and (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Service. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes a “nonqualified deferred compensation plan” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”).

2. Administration

(a) Committee. This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation Committee or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not fewer than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing.

Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:

(i) to select the Eligible Individuals to whom Awards may from time to time be granted;

(ii) to determine whether and to what extent Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards, Cash Awards or any combination thereof are to be granted hereunder;

(iii) to determine the number of Shares to be covered by an Award or the amount of any Cash Award;

(iv) to approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including the exercise price and any vesting condition, restriction or limitation;

(v) to modify, amend or adjust the terms and conditions, including any Performance Goals, of any Award (including to accelerate at any time the exercisability or vesting of all or any portion of any Award);

(vi) to determine to what extent and under what circumstances Shares or cash payable with respect to an Award shall be deferred;

(vii) to determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing;

(viii) to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall from time to time deem advisable;

Mechanics Bank

2022 Omnibus Incentive Plan

(ix) to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;

(x) to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto);

(xi) to decide all other matters that must be determined in connection with an Award; and

(xii) to otherwise administer this Plan.

(b) Procedures.

(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law (or, if Shares become traded on an Applicable Exchange, the listing standards of the Applicable Exchange), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(ii) Any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.

(c) Discretion of Committee. Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Company, Participants and Eligible Individuals. Any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan, including conditions for grant or vesting and the adjustment of Awards pursuant to Section 3(b) need not be the same for each Participant. Notwithstanding the general rule of this Section 2(c), following a Change in Control, any determination by the Committee as to whether “Cause” or “Good Reason” exists shall be subject to de novo review.

(d) Cancellation or Suspension. Subject to Section 5(c), the Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended.

(e) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Participant’s acceptance of the applicable Award Agreement within the time period specified therein (if any).

(f) Non-Transferability. Except as determined by the Committee, Awards are not transferable except by will or by laws of descent and distribution. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such eligible Individual, after such Participant’s death, may be exercised.

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2022 Omnibus Incentive Plan

3. Common Stock Subject to Plan; Other Limits

(a) Plan Maximum. The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 2,000, all of which Shares may be issued pursuant to Incentive Stock Options. Shares subject to an Award under this Plan may be authorized and unissued Shares. No Participant may be granted Awards with a grant date fair value in excess of $10,000,000 during any single calendar year.

(b) Rules for Calculating Shares Delivered. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under this Plan. If the exercise price of any Stock Option or Stock Appreciation Right and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or withholding Shares relating to such Award, the net number of Shares subject to the Award after payment of the exercise price and/or tax withholding obligations shall be deemed to have been granted for purposes of the first sentence of Section 3(a).

(i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the limits set forth in Section 3(a); (B) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan; (C) the number and kind of Shares or other securities subject to outstanding Awards; (D) the Performance Goals applicable to outstanding Awards; and (E) the exercise price of outstanding Awards. In the event of a Corporate Transaction, such adjustments may include (I) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee in its sole discretion (it being understood that in the event of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Option or Stock Appreciation Right shall be deemed conclusively valid); (II) the substitution of other property (including cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (III) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).

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2022 Omnibus Incentive Plan

(ii) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the limits set forth in Section 3(a); (B) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan; (C) the number and kind of Shares or other securities subject to outstanding Awards; (D) the Performance Goals applicable to outstanding Awards; and (E) the exercise price of outstanding Awards.

(iii) Any adjustments made pursuant to this Section 3(c) to Awards that are considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code. Any adjustments made pursuant to Section 3(c) to Awards that are not considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.

4. Eligibility

Awards may be granted under this Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).

5. Stock Options and Stock Appreciation Rights

(a) Stock Options. Stock Options may be granted alone or in addition to other Awards granted under this Plan and may be of two types: Incentive Stock Options and Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

(b) Stock Appreciation Rights. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash or Shares in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares, or shall reserve to the Committee or the Participant the right to make that determination before or upon the exercise of the Stock Appreciation Right.

(c) Exercise Price; Prohibition on Repricing. The exercise price per Share subject to a Stock Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Stock Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Stock Option or Stock Appreciation Right with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Stock Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company’s shareholders.

(d) Term. The Term of each Stock Option and each Stock Appreciation Right shall be fixed by the Committee, but no Stock Option or Stock Appreciation Right shall be exercisable more than 10 years after its Grant Date.

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2022 Omnibus Incentive Plan

(e) Exercisability. Except as otherwise provided herein, Stock Options and Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.

(f) Method of Exercise. Subject to the provisions of this Section 5, Stock Options and Stock Appreciation Rights may be exercised, in whole or in part, at any time during the Term thereof in accordance with the methods and procedures established by the Committee in the Award Agreement or otherwise.

(g) Delivery; Rights of Shareholders. A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Option or Stock Appreciation Right until the exercise price therefor has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(k), a Participant shall have all of the rights of a shareholder of the Company holding the number of Shares deliverable pursuant to such Stock Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 12(a) and (iii) in the case of a Stock Option, has paid in full for such Shares.

(h) Nontransferability. Any Stock Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such stock option is transferred pursuant to Section 2(f), it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided, however, that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant.

(i) Termination of Service. The effect of a Participant’s Termination of Service on any Award of Stock Options or Stock Appreciation Rights then held by such Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Award.

(j) Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no Stock Option that is intended to qualify as an Incentive Stock Option may be granted to any Eligible Individual who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Company and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option.

(k) Dividends and Dividend Equivalents. Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Options or Stock Appreciation Rights; provided that Stock Options and Stock Appreciation Rights may be adjusted under certain circumstances in accordance with the terms of Section 3(b).

6. Restricted Stock

(a) Nature of Awards. Shares of Restricted Stock are actual Shares issued to a Participant that are subject to vesting or forfeiture provisions and may be awarded either alone or in addition to other Awards granted under this Plan.

Mechanics Bank

2022 Omnibus Incentive Plan

(b) Book Entry Registration or Certificated Shares. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. If any certificate is issued in respect of Shares of Restricted Stock, such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Mechanics Bank 2022 Omnibus Incentive Plan and an award agreement. Copies of such plan and award agreement are on file at the offices of Mechanics Bank.

The Committee may require that the certificates evidencing such Shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.

(c) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):

(i) The Committee shall, before or at the time of grant, condition (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant.

(ii) Subject to the provisions of this Plan and the applicable Award Agreement, a Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber an Award of Restricted Stock before such time as all applicable vesting conditions are satisfied.

(d) Rights of a Shareholder. Except as provided in this Section 6 and the applicable Award Agreement, a Participant shall have the same rights as any other holder of Shares with respect to Shares of Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends; provided, however, that, unless otherwise determined by the Committee and subject to Section 12(e), (i) cash dividends on Shares shall be payable in cash and shall be held subject to the vesting of the underlying Restricted Stock and (ii) dividends payable in Shares shall be paid in the form of Restricted Stock, and shall be held subject to the vesting of the underlying Restricted Stock.

(e) Termination of Service. The effect of a Participant’s Termination of Service on any Award of Restricted Stock then held by such Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Award.

7. Restricted Stock Units

(a) Nature of Awards. Restricted stock units (“Restricted Stock Units”) are Awards denominated in Shares that will be settled, subject to the terms and conditions of the applicable Award Agreement, in a specified number of Shares or an amount of cash equal to the Fair Market Value of a specified number of Shares.

Mechanics Bank

2022 Omnibus Incentive Plan

(b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service):

(i) The Committee shall, before or at the time of grant, condition (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant, or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals or the attainment of Performance Goals and the continued service of the applicable Participant. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.

(ii) Subject to the provisions of this Plan and the applicable Award Agreement, a Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.

(c) Rights of a Shareholder. A Participant to whom Restricted Stock Units are awarded shall have no rights as a shareholder with respect to the Shares represented by the Restricted Stock Units unless and until Shares are actually delivered to the participant in settlement thereof. Unless otherwise determined by the Committee and subject to Section 12(e), an Award of Restricted Stock Units shall be adjusted to reflect deemed reinvestment in additional Restricted Stock Units of the dividends that would be paid and distributions that would be made with respect to the Award of Restricted Stock Units if it consisted of actual Shares.

(d) Termination of Service. The effect of a Participant’s Termination of Service on any Award of Restricted Stock Units then held by such Participant shall be set forth in the applicable Award Agreement or any other document approved by the Committee and applicable to such Award.

8. Other Stock-Based Awards

The Committee may grant Awards of Shares or related to Shares not otherwise described herein in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may (a) involve the transfer of actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares, (b) be subject to performance-based and/or service-based conditions, (c) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or other Awards denominated in, or with a value determined by reference to, a number of Shares that is specified at the time of the grant of such Award, and (d) be designed to comply with applicable laws of jurisdictions other than the United States.

9. Cash Awards

The Committee may grant Awards to Eligible Individuals that are denominated and payable in cash in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. With respect to a Cash Award subject to Performance Goals, the Performance Goals to be achieved during any performance period and the length of the performance period shall be determined by the Committee upon the grant of such Cash Award.

10. Change-in-Control Provisions

(a) General. The provisions of this Section 10 shall, subject to Section 3(b), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.

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2022 Omnibus Incentive Plan

(b) Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Stock Options and Stock Appreciation Rights shall become fully vested and exercisable, and all Full-Value Awards (other than performance-based Full-Value Awards) and all Cash Awards (other than performance- based Cash Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to Section 3(d) to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any performance-based Full-Value Award or Cash Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level and (y) the level of achievement as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)).

(c) Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control, as determined by the Committee in its sole discretion consistent with Section 3(d); (iii) it contains terms relating to vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; (iv) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control; and (v) after an Initial Public Offering, the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.

(d) Termination of Service. Notwithstanding any other provision of this Plan to the contrary and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Company other than for Cause within 24 months following a Change in Control, (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned in full (with respect to Performance Goals, unless otherwise agreed in connection with the Change in Control, at the greater of (x) the applicable target level and (y) the level of achievement of the Performance Goals for the Award as determined by the Committee taking into account performance through the latest date preceding the Termination of Service as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)), and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Stock Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Nonqualified Stock Option or Stock Appreciation Right.

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2022 Omnibus Incentive Plan

(e) Definition of Change in Control. For purposes of this Plan, a “Change in Control” shall mean: (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (other than (x) the Sponsor or a Subsidiary of the Company immediately prior to such acquisition, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (z) any other Person of which a majority of its voting power is beneficially owned, directly or indirectly by the Company immediately prior to such acquisition) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50%, indirectly or directly, of the voting securities in the Company; (ii) an amalgamation, a merger, consolidation, recapitalization or similar business combination transaction of the Company or one of its Subsidiaries with any other entity (other than the Sponsor), following which the voting securities of the Company that are outstanding immediately prior to such transaction cease to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the ultimate parent thereof), directly or indirectly, more than 50% of the voting securities of the Company or ultimate parent thereof or, if the Company is not the surviving entity, such surviving entity or the ultimate parent thereof; or (iii) a sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person other than (x) the Sponsor or a Subsidiary of the Company immediately prior to such acquisition, (y) any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its Subsidiaries or (z) any other Person of which a majority of its voting power is beneficially owned, directly or indirectly by the Company immediately prior to such acquisition).

11. Term, Termination and Amendment

(a) Effectiveness. This Plan was approved by the Board on May 26, 2022, subject to and contingent upon approval by the Company’s shareholders. This Plan will be effective as of the date of such approval by the Company’s shareholders (the “Effective Date”).

(b) Termination. This Plan shall terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

(c) Amendments. The Committee may amend, alter, or discontinue this Plan or an Award; provided that no amendment, alteration or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except to the extent necessary to comply with applicable law, including Section 409A of the Code, accounting rules or, if applicable, the listing standards of the Applicable Exchange. In addition, no amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange.

12. Miscellaneous Provisions

(a) Conditions for Issuance. The obligation of the Company to settle Awards in Shares or otherwise shall be subject to all applicable laws, rules and regulations and to such approvals by governmental agencies as may be required. The Committee may require each person granted an Award or purchasing or receiving Shares pursuant to an Award to (i) represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof, (ii) execute an agreement providing a right of first refusal to the Company, its Affiliates or the Sponsor or such other document or instrument as the Committee determines desirable, and (iii) execute such documents and instruments as are required to evidence compliance with applicable federal and state securities and “blue sky” laws. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any Shares (whether in certificated or book entry form) under this Plan prior to fulfillment of all of the following conditions: (i) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion, deem necessary or advisable; and (ii) obtaining any other consent, approval, or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion determine to be necessary or advisable.

Mechanics Bank

2022 Omnibus Incentive Plan

(b) Additional Compensation Arrangements. Nothing contained in this Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.

(c) No Contract of Employment. This Plan shall not constitute a contract of employment, and adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.

(d) Taxes.

(i) Withholding. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.

(ii) Section 409A. This Plan and the Awards hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered in all respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes nonqualified deferred compensation subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that otherwise would be payable by reason of a Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service or any earlier date permitted by Section 409A of the Code. If the Participant dies following the Separation from Service and before the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death.

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2022 Omnibus Incentive Plan

(e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then-outstanding Awards). If sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 12(e). Unless otherwise determined by the Committee, any dividends or dividend equivalents credited with respect to any Award shall be subject to the same time and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award.

(f) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of this Plan. All Shares underlying Awards that are forfeited or canceled revert to the Company.

(g) Governing Law and Interpretation. This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words “include,” “includes” or “including” are used in this Plan, they shall be deemed to be followed by the words “but not limited to” and the word “or” shall be understood to mean “and/or.” To the extent determined advisable by the Committee, the term “applicable law” shall be interpreted to include the listing standards of any securities exchange on which Common Stock is (or is contemplated to be) traded.

(h) Unfunded Plan. It is intended that this Plan constitute an “unfunded” plan. Neither the Company nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under this Plan. Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligation created by this Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Company.

(i) Clawback Policy. Awards under this Plan are subject to the Company’s policies on recoupment of gains realized from any Awards as may be in effect from time to time.

* * * * *

Mechanics Bank

2022 Omnibus Incentive Plan

Exhibit 4.4

MECHANICS BANK

RESTRICTED STOCK UNIT AWARD AGREEMENT

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) by and between Mechanics Bank, a California banking corporation (the “Company”), and the individual named in Addendum A hereto (“Participant”) is made effective as of (the “Grant Date”) pursuant to the Company’s 2022 Omnibus Incentive Plan (the “Plan”).

WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant to the Participant, effective as of the Grant Date, an Award covering the target number of Restricted Stock Units set forth on Addendum A hereto; and

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the following terms are defined as set forth below. Initially capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

1.1 “Agreement” has the meaning set forth in the preamble above.

1.2 “Company” has the meaning set forth in the preamble above.

1.3 “Disability” means the inability of Participant to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that constitutes a permanent and total disability. The determination of whether Participant has incurred a Disability shall be made by the Committee based upon such evidence as it deems necessary and appropriate; provided, however, that notwithstanding the immediately preceding definition, if Participant is a party to a services, severance or employment agreement with the Company or one of its Affiliates that defines “Disability,” such term shall have the meaning specified therein.

1.4 “Employment” means service to the Company and/or its Subsidiaries as a part- or full-time employee, consultant, non-employee member of the Board or non-employee member of the board of any of the Company’s Subsidiaries.

1.5 “Participant” has the meaning set forth in the preamble above.

1.6 “Plan” has the meaning set forth in the preamble above.

1.7 “Retirement” means a separation from service (within the meaning of Section 409A) of a Participant (other than by reason of death or Disability) at a time when such Participant (i) is at least 62 years of age, and (ii) has provided at least five years of continuous service to the Company and/or a Subsidiary measured from such Participant’s most recent date of hire.

2. Grant of Units. Participant is hereby granted an Award covering the actual or target number of Restricted Stock Units set forth on Addendum A hereto. Except for the number of Restricted Stock Units vesting on or before such number of other Restricted Stock Units shall be adjusted following the calendar year based on the Company’s performance during such year, by multiplying such number by a performance factor determined by the Committee, and thereafter all references herein to Restricted Stock Units shall refer to the post-adjustment number of Restricted Stock Units. This Agreement constitutes an Award Agreement under the Plan and this Award constitutes an Award that is subject to the terms and conditions set forth in the Plan.

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2.1 Vesting. Except as otherwise provided in Section 2.2 and Section 2.3, subject to Participant’s continued employment with the Company and its Subsidiaries, the Restricted Sock Units subject to the Award shall vest as set forth on Addendum A hereto.

2.2 Forfeiture; Accelerated Vesting Upon Certain Terminations of Employment. Except as otherwise provided in this Section 2.2, any outstanding Restricted Stock Units subject to the Award that have not become vested in accordance with Section 2.1 shall be forfeited immediately upon Participant’s termination of employment with the Company and its Subsidiaries. Upon Participant’s termination of employment with the Company and its Subsidiaries under any of the following circumstances, all outstanding and unvested Restricted Stock Units subject to the Award shall vest in full (subject to the performance adjustment referenced above, to the extent effectuated prior to the date of termination) effective as of the date of termination (or in the case of a Retirement that satisfied the requirements of Section 2.2 (c), the date the release of claims becomes effective):

(a) due to Participant’s death;

(b) due to Participant’s Disability;

(c) due to Participant’s Retirement, provided that (A) such Retirement occurs after the first anniversary of the Vesting Commencement Date, (B) Participant provides prior written notice to the Committee of Participant’s intention to retire no less than six months, and no more than seven months, prior to the date of such Retirement, and (C) Participant executes a general release of claims (which may include non-disparagement and/or other restrictive covenants consistent with Section 3) against the Company and its Affiliates on or following the Retirement date in form and substance satisfactory to the Committee, and such release becomes effective and irrevocable pursuant to its terms, prior to the thirtieth (30th) day following such Retirement date.

2.3 Accelerated Vesting Upon Change of Control. Upon the occurrence of a Change of Control, subject to the continued employment of Participant with the Company and its Subsidiaries through the date of such Change of Control, all outstanding and unvested Restricted Stock Units (subject to the performance adjustment referenced above to the extent effectuated prior to the Change in Control) covered by the Award shall immediately vest.

2.4 Settlement. All vested Restricted Stock Units will be settled within thirty (30) days following the earliest to occur of (a) the applicable Scheduled Vesting Date, (b) Participant’s “separation from service” within the meaning of Section 409A (subject to any required delay in accordance with Section 12(d)(ii) of the Plan) and (c) a Change of Control; provided, that if (a) vesting of the Restricted Stock Units is subject to Participant’s execution, delivery and the effectiveness of a release of claims from Participant and (b) such thirty-day period commences in one calendar year and ends in the subsequent calendar year, then the vesting and settlement of the Restricted Stock Units shall occur in the subsequent calendar year. If the Company declares an ordinary quarterly cash dividend in respect of Common Shares, the Company shall, in respect of each Restricted Stock Unit outstanding as of the record date for such dividend, credit to Participant a cash amount equal to the amount (such amount, the “Dividend Equivalent Amount”) of cash dividend that would have been payable in respect of such Restricted Stock Unit were it an actual Common Share, which amount shall be paid to Participant on the applicable settlement date of the underlying Restricted Stock Unit (it being understood that no such payment shall be made if the underlying Restricted Stock Unit does not vest). During the lifetime of the Participant, the Common Shares received upon conversion of vested Restricted Stock Units shall only be received by the Participant or the Participant’s legal representative. If the Participant dies prior to the date his or her vested Restricted Stock Units are converted into Common Shares as described in this Section 2, the Common Shares relating to such converted vested Restricted Stock Units may be received by any individual who is entitled to receive the property of the Participant pursuant to the applicable laws of descent and distribution.

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3. Covenants of Participant.

3.1 Confidentiality. Participant acknowledges that Participant has and will have knowledge of certain trade secrets of the Company and its Affiliates, including information concerning the Company and its Affiliates’ businesses, operations, future plans, methodologies and customers. Participant shall hold in a fiduciary capacity for the benefit of the Company and its Affiliates all secret or confidential information, knowledge or data relating to the Company and its Affiliates and their respective businesses, which shall have been obtained by Participant during Participant’s employment and which shall not be or become public knowledge (other than by acts by Participant or representatives of Participant in violation of this Section 3). After termination of Participant’s employment, Participant shall not, without prior written consent or as may otherwise be required by law or legal process (provided adequate notice of and opportunity to challenge or limit the scope of disclosure purportedly so required has been provided by Participant), allow others to use to their personal advantage, communicate or divulge any such information, knowledge or data to anyone other than the Company and its Affiliates and those designated by it or to an attorney retained by Participant to provide legal advice with respect to this Section 3 and who has agreed to keep such information confidential. Nothing contained in this Agreement is intended to, or shall be interpreted in a manner that does, limit or restrict Participant from exercising any legally protected whistleblower rights (including pursuant to Rule 21F under the Securities Exchange Act of 1934, as amended).

3.2 Non-Solicitation of Employees. While employed by the Company and its Affiliates and for a period of twelve months after the date of termination of Participant’s employment with the Company and its Affiliates for any reason, Participant shall not, directly or indirectly, on behalf of Participant or any other Person, solicit for employment or hire (other than for the Company and its Affiliates) any Person known by Participant to be employed by the Company and its Affiliates at the time of such solicitation or hiring or within the twelve-month period immediately preceding thereto.

3.3 Forfeiture; Recoupment. Upon any breach of the covenants contained in this Section 3 by Participant, the Company may cause all outstanding vested and unvested Restricted Stock Units subject to the Award to be forfeited without compensation, or may require Participant to repay to the Company the value received by Participant pursuant to any previously vested and settled Restricted Stock Units subject to the Award. This remedy shall be in addition to any other remedy that the Company may have, including, without limitation, injunctive relief pursuant to Section 3.4.

3.4 Injunctive Relief Available. Participant acknowledges that a violation on Participant’s part of any of the covenants contained in this Section 3 would cause immeasurable and irreparable damage to the Company and its Affiliates. Accordingly, Participant agrees that the Company and its Affiliates shall be entitled to seek injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have. Participant agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Section 3 is void or constitutes an unreasonable restriction against Participant, such provisions shall not be rendered void but shall apply to such extent as such court may determine constitutes a reasonable restriction under the circumstances.

3.5 Participant Acknowledgments and Agreements. Participant agrees that the covenants contained in this Section 3 are reasonable and properly required for the adequate protection of the businesses and goodwill of the Company and its Affiliates. Participant agrees not to challenge or contest the reasonableness, validity or enforceability of any limitations and obligations contained in this Section 3.

4. Non-Transferability of the Restricted Stock Units; Rights as a Shareholder; Adjustments. Subject to the provisions of the Plan and this Agreement, the unvested Restricted Stock Units shall not be transferable by the Participant by means of sale, assignment, exchange, encumbrance, pledge or otherwise. Except as expressly provided in this Agreement, the Participant will have no rights as a shareholder with respect to any Common Shares covered by this Agreement until the electronic registration of, or the issuance of certificates for, such Common Shares in the Participant’s name with respect to the Restricted Stock Units awarded. The Restricted Stock Units shall be subject to the terms and conditions of this Agreement regarding such Common Shares. Except as expressly provided for in this Agreement, no adjustment shall be made for dividends or other rights for which the record date is prior to the registration of, or the issue of certificates for, such Common Shares in the Participant’s name. Adjustments to the Restricted Stock Units awarded (or any of the shares of Common Stock covered by the Restricted Stock Units awarded), if any, shall be made in accordance with the Plan.

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5. Miscellaneous.

5.1 Notices. Unless otherwise provided herein, all notices and other communications hereunder shall be in writing and shall be deemed given and received (a) if delivered in person, on the date delivered, (b) if transmitted by facsimile or email, on the date sent or (c) if delivered by an express courier, on the second business day after mailing, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company:

Mechanics Bank

Attention: Compensation

Email:

If to Participant:

To the most recent address of Participant set forth in the personnel records of the Company.

5.2 Amendments and Waivers. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that, the foregoing notwithstanding, this Agreement may be amended by the Company unilaterally subject only to the restrictions set forth in the Plan.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

5.3 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.4 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

5.5 Arbitration. Subject to Section 3.4, the Company and Participant agree that any and all disputes or controversies, directly or indirectly arising out of, or relating to, this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement, shall be resolved through final and binding arbitration conducted by a single arbitrator in Contra Costa County, California. Such arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) under its Employment Arbitration Rules and Procedures.

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5.6 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY NOT SUBJECT TO SECTION 5.5 THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTES OR CONTROVERSIES DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.6. IF A JURY TRIAL WAIVER IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT ALL DECISIONS OF FACT AND LAW IN ANY ACTION BROUGHT IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER SHALL BE DECIDED, AT THE OPTION OF EITHER PARTY, BY A REFEREE APPOINTED BY THE COURT IN ACCORDANCE WITH APPLICABLE STATE REFERENCE PROCEDURES. THE REFEREE SHALL BE A RETIRED JUDGE, AGREED UPON BY THE PARTIES, FROM EITHER THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR JAMS. IF THE PARTIES CANNOT AGREE ON THE REFEREE, THE PARTY WHO INITIALLY SELECTED THE REFERENCE PROCEDURE SHALL REQUEST A PANEL OF TEN RETIRED JUDGES FROM EITHER AAA OR JAMS, AND THE COURT SHALL SELECT THE REFEREE FROM THAT PANEL. THE COSTS OF THE REFERENCE PROCEDURE, INCLUDING THE FEE FOR THE COURT REPORTER, SHALL BE BORNE EQUALLY BY THE PARTIES AS THE COSTS ARE INCURRED. IF A PARTY FAILS TO PAY ITS PORTION OF THE COSTS AS INCURRED, THEN THAT PARTY SHALL FORFEIT THE RIGHT TO PROSECUTE OR DEFEND THE ACTION. THE REFEREE SHALL HEAR ALL PRE-TRIAL AND POST- TRIAL MATTERS, INCLUDING REQUESTS FOR EQUITABLE RELIEF, PREPARE AN AWARD WITH WRITTEN FINDINGS OF FACT AND CONCLUSIONS OF LAW, AND APPORTION COSTS AS APPROPRIATE. JUDGMENT UPON THE AWARD SHALL BE ENTERED IN THE COURT IN WHICH SUCH PROCEEDING WAS COMMENCED AND ALL PARTIES SHALL HAVE FULL RIGHTS OF APPEAL.

5.7 Third Party Beneficiaries. This Agreement shall become effective when Participant shall have received a copy hereof signed by the Company, and Participant’s acceptance of any Award hereunder shall constitute consent to the terms of this Agreement. No provision of this Agreement shall confer upon any Person other than the parties hereto any rights or remedies hereunder.

5.8 Entire Agreement. This Agreement, together with the Plan, constitutes the entire agreement between the parties with respect to the Award granted hereunder and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such Award. In the event of any conflict between this Agreement and the Plan, the Plan shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern, including, without limitation, the provisions thereof pursuant to which the Committee has the power, among others, to (i) interpret the Plan; (ii) prescribe, amend and rescind rules and regulations relating to the Plan; and (iii) make all other determinations deemed necessary or advisable for the administration of the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any question arising under this Agreement.

5.9 Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and the word “or” is not exclusive.

5.10 Severability. Except as otherwise provided herein, if one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid, illegal or unenforceable shall not in any way affect or impair the validity, legality or enforceability of this Agreement in any other jurisdiction.

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5.11 Conditions for Issuance. The Committee may, in its discretion, require the Participant to represent to, and agree with, the Company in writing that such person is acquiring the Common Shares without a view toward the distribution thereof. The certificates for such Common Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or this Agreement, the Company shall not be required to issue or deliver any certificate or certificates for Common Shares under the Plan prior to fulfillment of all of the following conditions: (i) any registration or other qualification of such Common Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (ii) obtaining any other consent, approval or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. Notwithstanding any of the provisions hereof, the Participant hereby agrees that he or she will not acquire any Common Shares, and that the Company will not be obligated to issue any Common Shares to the Participant hereunder, if the issuance of such Common Shares shall constitute a violation by the Participant or the Company of any provision of any law or regulation of any governmental authority. Any determination in this connection by the Company shall be final, binding and conclusive. The obligations of the Company and the rights of the Participant are subject to all applicable laws, rules and regulations.

5.12 Taxes and Withholding. No later than the date as of which an amount with respect to this Agreement first becomes includible in the gross income of the Participant or subject to withholding for federal, state, local or foreign income or employment or other tax purposes, the Participant shall pay to the Company or the applicable affiliate, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by applicable law and regulations to be withheld with respect to such amount. Unless the Participant has made separate arrangements satisfactory to the Company, the Company may elect, but shall not be obligated, to withhold Common Shares deliverable upon vesting of the Restricted Stock Units awarded having a Fair Market Value on the date of withholding equal to the minimum amount (or, if permitted by applicable law and the Company, such higher withholding rate to the extent consistent with equity accounting in accordance with Generally Accepted Accounting Principles) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The obligations of the Company under this Agreement and the Plan shall be conditional on compliance by the Participant with this Section 5.12, and the Company and its affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise payable to the Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Shares.

5.13 Clawback. All Restricted Stock Units granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or affiliates as in effect from time to time or (ii) set forth in any policies adopted or maintained by the Company or any of its Subsidiaries or affiliates as in effect from time to time.

5.14 Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any documents related to the Award by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established and maintained by the Company or a third-party vendor designated by the Company.

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5.15 Data Privacy. The Participant acknowledges and consents to the collection, use, processing and transfer of personal data as described in this Section 5.15. The Company, its affiliates, and the Participant’s employer hold certain personal information about the Participant, including the Participant’s name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any securities or directorships held in the Company, details of all entitlement to Common Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and its affiliates may transfer Data amongst themselves as necessary for the purpose of implementation, administration and management of the Participant’s participation in the Plan, and the Company and its affiliates may each further transfer Data to any third parties assisting the Company or any such affiliate in the implementation, administration and management of the Plan. The Participant acknowledges that the transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each of them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of securities on the Participant’s behalf to a broker or to other third party with whom the Participant may elect to deposit any securities acquired under the Plan (whether pursuant to the Award or otherwise).

* * * * *

SIGNATURE PAGE FOLLOWS

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IN WITNESS WHEREOF, as of the date first above written, the Company has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set the Participant’s hand.

		MECHANICS BANK

		By:
		Name:
		Title:

Agreed and acknowledged:

PARTICIPANT


Name:

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ADDENDUM A

MECHANICS BANK

2022 OMNIBUS INCENTIVE PLAN

NOTICE OF RESTRICTED STOCK UNIT AWARD GRANT

This Notice of Restricted Stock Unit Award Grant is part of the Restricted Stock Unit Award Agreement between Participant and the Company dated

Name of Participant:

Number of Units Granted:

Type of Award:	Restricted Stock Units

Grant Date:

Vesting Schedule:	The Award shall vest in four (4) equal installments as
	follows: (i)	(ii)
	(iii)	and (iv)

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Exhibit 4.5

MECHANICS BANK 2017 INCENTIVE UNIT PLAN

1. Purpose of Plan

The Mechanics Bank 2017 Incentive Unit Plan (as set forth herein and amended from time to time, this “Plan”) is designed to (a) promote the long-term financial interests and growth of Mechanics Bank, a California banking corporation (the “Company”), and its Subsidiaries (as defined below) by attracting and retaining employees and directors with the training, experience and ability to enable them to make a substantial contribution to the success of the Company and (b) motivate employees and directors by means of growth-related incentives to achieve long-range goals.

2. Definitions

For purposes of the Plan, the following terms are defined as set forth below:

(a) “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”), means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or any other means.

(b) “Award” means an award of Units granted to a Participant pursuant to this Plan.

(c) “Award Agreement” means a written agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to an Award.

(d) “Board” means the board of directors of the Company.

(e) “Change of Control” means the first to occur of either of the following events: (i) the consummation of a merger or consolidation of the Company into or with any other Person or Persons, or a sale, exchange or other disposition of Common Shares, in a single transaction or a series of transactions (excluding any (A) acquisitions of Common Shares by the Company or (B) issuances of Common Shares by the Company for bona fide capital raising purposes), which results in the Sponsor ceasing to own, directly or indirectly, securities of the Company or any successor entity representing at least a majority of the voting power and value of the Company or such successor entity immediately after such transaction or series of such transactions; or (ii) a single transaction or series of related transactions occurring during a consecutive six month period, pursuant to which a Person or Persons who are not Affiliates of the Company or of the Sponsor acquire all or substantially all of the assets of the Company and its Subsidiaries determined on a consolidated basis; provided, however, that, if an Award that constitutes deferred compensation within the meaning of Section 409A is to be paid or settled upon a Change of Control, such event must constitute either a change in ownership or effective ownership of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Treasury Regulation Section l. 409A-3(i)(5).

(f) “Committee” means the committee described in Section 3 (or if a committee has not been appointed by the Board, the Board shall be deemed to be the Committee for purposes of this Plan) or the Board, if it acts in lieu of the Committee.

(g) “Common Shares” means the common shares of the Company, par value $50.00 per share.

(h) “Company” has the meaning set forth in Section 1.

(i) “Corporate Event” has the meaning set forth in Section 6(b).

(j) “Eligible Individual” means an employee of the Company or any Subsidiary, and a non-employee member of the Board or the board of directors of any Subsidiary.

(k) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

(l) “Fair Market Value” means, as of any date, (i) if the Common Shares are not listed on a Securities Exchange as of such date, the fair market value of each Common Share as certified by the Committee based on the most recent annual valuation of the Company obtained by the Sponsor, or (ii) if the Common Shares are listed on a Securities Exchange as of such date, the closing sales price of a Common Share on the applicable Securities Exchange on such date, or if such date is not a trading day, the closing sales price on the immediately preceding trading day; provided, however, that for purposes of Units that become payable by reason of a Change of Control, Fair Market Value shall be determined by the Committee in its good faith discretion based on the consideration received by stockholders of the Company generally in respect of a Common Share in the Change of Control transaction, and taking into account such factors as the Committee deems reasonable and appropriate, including without limitation, any transaction costs and expenses, including any payments due under this Plan, any escrow, indemnification obligations and/or contingent consideration.

(m) “Participant” means an Eligible Individual who is selected by the Board or the Committee to receive an Award under this Plan.

(n) “Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, other entity, government or any agency or political subdivision thereof.

(o) “Plan” has the meaning set forth in Section 1.

(p) “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended from time to time, and the regulations, rulings, notices or other guidance promulgated thereunder.

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(q) “Securities Exchange” means the New York Stock Exchange or The NASDAQ Stock Market.

(r) “Share Exchange” has the meaning set forth in Section 6(a).

(s) “Sponsor” means Ford Financial Fund II, L.P. and its Affiliates.

(t) “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which the capital securities representing at least a 50% of the voting power and/or value thereof is owned, directly or indirectly, by the Company or any successor to the Company.

(u) “Unit” means a notional unit representing a contingent right to receive an amount in cash equal to the Fair Market Value of one Common Share, subject to the terms and conditions set forth in this Plan and the applicable Award Agreement.

3. Administration

(a) This Plan shall be administered by the Board or, if the Board shall so determine, by a Committee consisting of one or more members of the Board. The members of the Committee shall be selected by the Board. If, for any reason, a member of the Committee shall cease to serve, the vacancy shall be filled by the Board. During any period of time in which this Plan is administered by the Board, all references in this Plan or any Award Agreement to the Committee shall be deemed to refer to the Board.

(b) The Committee shall have full power and authority to administer and interpret this Plan, Awards granted under this Plan and each Award Agreement, including, without limitation, the power to (i) exercise all of the powers granted to it under this Plan, (ii) construe, interpret and implement this Plan and any Award Agreement, (iii) prescribe, amend and rescind rules and regulations relating to this Plan, including rules governing its own operations, (iv) make all determinations necessary or advisable in administering this Plan, any Award and any Award Agreements, (v) correct any defect, supply any omission and reconcile any inconsistency in this Plan, any Award or any Award Agreement, (vi) amend this Plan, any Award and any Award Agreement to reflect changes in applicable law, or for any other purpose, in accordance with Section 7, (vii) select the eligible individuals who will be Participants, (viii) grant Awards under this Plan and determine the terms and conditions of such Awards, consistent with the express limitations of this Plan, (ix) delegate such powers and authority to such Persons as it deems appropriate; provided that any such delegation is consistent with applicable law and any guidelines as may be established by the Committee from time to time, and (x) waive any forfeiture, vesting or other conditions under any Awards. The determination of the Committee on all matters relating to this Plan, any Award or any Award Agreement shall be final, binding and conclusive upon all Persons.

(c) The Committee may employ counsel, consultants, accountants, appraisers, brokers or other Persons at the expense of the Company. The Board, the Committee, the Company and its Subsidiaries, the Sponsor and the officers and directors of the Company, its Subsidiaries and the Sponsor shall be entitled to rely upon the advice, opinions or valuations of any such Persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Plan, any Award or any Award Agreement, and all members of the Committee shall, to the extent permitted by applicable law, be fully indemnified and protected by the Company with respect to any such action, determination or interpretation.

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4. Awards

(a) Subject to Section 4(b) below, from time to time, the Committee shall determine the Eligible Individuals to be granted Awards and the types, amounts, terms, conditions and limitations of Awards, consistent with the terms of this Plan. The types, amounts, terms, conditions and limitations of each Award under this Plan shall be set forth in an Award Agreement, in a form approved by the Committee. The grant of an Award to an Eligible Individual shall not entitle such Eligible Individual to any future grants.

(b) The Committee may grant annual long-term incentive Awards under the Plan (each, an “Annual Long-Term Incentive Award”) subject to the following terms and conditions: (i) the actual settlement date value of each Participant’s Annual Long-Term Incentive Award shall be determined by the Committee based on the level of achievement of pre-established Company and/or individual performance goals approved by the Committee and measured over a single calendar year performance period (the “Performance Period”), (ii) except as otherwise provided in the applicable Award Agreement, the grant date for each Annual Long-Term Incentive Award shall be February 15 of the applicable calendar year performance period (iii) the target number of Units subject to each Annual Long-Term Incentive Award shall be determined by dividing the grant date value of the Award as determined in accordance with clause (i) by the Fair Market Value of a Common Share on the grant date, with the ultimate number of Units determined based on actual performance during the performance period, and (iv) the vesting schedule for each Annual Long-Term Incentive Award shall be determined by the Committee and set forth in the applicable Award Agreement.

(c) Unless otherwise determined by the Committee, a Participant may elect to defer settlement of all or any portion of an Award, including any Annual Long-Term Incentive Award, in accordance with procedures established by the Committee from time to time in compliance with the requirements of Section 409A.

(d) Anything contained herein or in any Award Agreement to the contrary notwithstanding, subject to prior shareholder approval if required by applicable law or Securities Exchange rules, the Committee may determine at any time to settle any Unit in the form of a Common Share in lieu of cash if, at the time of such settlement, the Common Shares are registered pursuant to Section 12 of the Exchange Act and listed on a Securities Exchange.

(e) For purposes of this Plan, unless the Committee determines otherwise: (i) a transfer of a Participant’s employment without an intervening period of separation among the Company and any of its Subsidiaries shall not be deemed a termination of employment, and (ii) a Participant who is awarded in writing a leave of absence or who is entitled to a statutory leave of absence shall be deemed to have remained in the employ of the Company (and any of its Subsidiaries) during such leave of absence.

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5. Units Subject to this Plan

Subject to Section 6, no more than 1,000 Common Shares may be subject to Units granted under the Plan. Common Shares subject to Units that are forfeited or otherwise terminated without the payment of cash or Common Shares shall immediately become available for new Awards. Any fractional Units subject to an Award will be rounded to four decimal places.

6. Adjustments for Changes in Capitalization and Corporate Events

(a) In the event of an equity dividend, equity split, reverse equity split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, equity combination, or recapitalization or similar event affecting the capital structure of the Company (each, a “Share Change”), the Committee shall, in such manner and on such terms and conditions as it deems appropriate, adjust any or all of (i) the number and kind of shares subject to this Plan, as set forth in Section 5, and the number and kind of Shares or Units available for or covered by Awards, (ii) any performance goals governing the vesting of outstanding Awards, and (iii) any other provisions of Awards affected by such Share Change as it deems, in good faith, to be appropriate and equitable.

(b) In the event of a merger, consolidation, acquisition or divestiture of property or shares, share or share rights offering (including an initial public offering), liquidation, disaffiliation (other than a spinoff) or similar transaction or event, including, without limitation, a Change of Control (each such transaction or event, a “Corporate Event”), the Committee may, in its sole discretion and in such manner and on such terms and conditions as it deems appropriate, make such substitutions or adjustments as it deems appropriate and equitable to the outstanding Awards. Without limiting the generality of the foregoing, in the event of a Corporate Event the Committee may take any one or more of the following actions:

(i) The Committee may provide, either by the terms of the agreement governing such transaction, the terms of an Award Agreement, or by action taken prior to the occurrence of such transaction or event, for (A) the cancellation of all or any portion of any outstanding Award for an amount of cash or other property or a combination thereof having an aggregate value equal to the amount that could have been attained upon the realization of a Participant’s rights had such Award (or portion thereof) been fully vested, as determined by the Committee in its sole discretion, (B) the replacement of an Award, whether vested or unvested, with other rights or property selected by the Committee in its sole discretion, which replacement award may be subject to vesting or the lapsing of restrictions, as applicable, on terms not substantially less favorable in the aggregate to the affected Participant than the terms of the Award for which such replacement award is substituted or (C) the assumption of any outstanding Award by the successor or survivor entity, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares subject to such Award and any performance goals governing the vesting of such Award;

(ii) The Committee may make adjustments in the number and type of shares or Units (or other securities or property) subject to any outstanding Award or in the terms and conditions (including the vesting schedule and/or the performance goals governing the vesting) of any outstanding Award; and

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(iii) As to an Award subject to vesting, the Committee may provide that such Award cannot vest or become payable after such Corporate Event; and

(iv) The Committee may make adjustments in the number and type of shares (or other securities or property) available for Awards granted under this Plan.

(c) The Committee may in its sole discretion also make adjustments of the type described in this Section 6 to take into account distributions to shareholders or any other event if the Committee determines that adjustments are appropriate to avoid distortions in the operation of this Plan and to preserve the value of Awards made hereunder.

(d) References in this Plan to “Common Shares” shall be construed to include any securities of the same class as the Common Shares resulting from any adjustment described in this Section 6.

7. Amendment and Termination

(a) The Committee shall have the authority to amend outstanding Awards, provided that no such action shall modify an Award in a manner materially adverse to the applicable Participant without such Participant’ s consent, except to the extent such modification is provided for or contemplated in the terms of the Award or this Plan (including, for the avoidance of doubt, pursuant to Section 6 or Section 7(c) or (d)).

(b) The Committee may amend, suspend or terminate this Plan at any time, provided that no such action shall affect an outstanding Award in a manner materially adverse to the applicable Participant without such Participant’s consent, except to the extent such action is provided for or contemplated in the terms of the Award or this Plan (including, for the avoidance of doubt, pursuant to Section 6 or Section 7(c) or (d)).

(c) Notwithstanding anything herein to the contrary, the Committee may terminate the Plan and all outstanding Awards at any time in compliance with Treasury Regulation Section 1.409A-3(j)(ix)(B) or Treasury Regulation Section 1.409A-3(j)(ix)(C).

(d) If this Plan, the maintenance of this Plan by the Company, or any term or provision of this Plan, any Award or any Award Agreement, is or becomes restricted or prohibited by applicable law or regulation, including without limitation any rule or regulation of the Federal Deposit Insurance Corporation, the Committee shall amend or terminate the Plan and any impacted Award or Award Agreement to the extent necessary to comply with the applicable law or regulation.

8. Governing Law

(a) THIS PLAN SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

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(b) The Committee may make Awards to Participants who are subject to the laws of jurisdictions other than those of the United States, which Awards may have terms and conditions that differ from the terms provided elsewhere in this Plan for the purpose of complying with non‑U.S. laws or otherwise as deemed to be necessary or desirable by the Committee.

9. Section 409A

(a) General. The obligations under this Plan are intended to comply with the requirements of Section 409A or an exemption or exclusion therefrom and shall in all respects be interpreted and administered in accordance with Section 409A. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A shall be paid under the applicable exception to the maximum extent possible. Each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of Section 409A. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Section 409A to the extent necessary in order to avoid the imposition of penalty taxes on a Participant pursuant to Section 409A. In no event may a Participant, directly or indirectly, designate the calendar year of any payment under this Plan.

(b) Delay of Payments. Notwithstanding any other provision of this Plan to the contrary, if a Participant is considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company as in effect on the date of the Participant’s separation from service), any payment or benefit that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to such Participant under this Agreement during the six-month period immediately following such Participant’s separation from service (as determined in accordance with Section 409A) on account of such Participant’s separation from service shall be paid to such Participant on the first business day of the seventh month following the Participant’s separation from service (the “Delayed Payment Date”), to the extent necessary to avoid penalty taxes or accelerated taxation pursuant to Section 409A. If such Participant dies during the postponement period, the amounts and entitlements delayed on account of Section 409A shall be paid to the personal representative of his or her estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of such Participant’s death.

(c) Limitation of Liability. Notwithstanding anything in this Plan or any Award Agreement to the contrary, neither the Company, any Affiliate of the Company, the Board, the Committee nor any employees, directors or representatives of the Company or any of its Affiliates shall have any liability for any tax, interest or penalties that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A.

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10. Withholding Taxes

If the Company or any Affiliate shall be required to withhold any amounts by reason of any federal, state, local or foreign tax rules or regulations in respect of any Award, the Company or any Affiliate shall be entitled to take such action as it deems appropriate in order to ensure compliance with such withholding requirements including, without limitation, the right to require a Participant to pay or provide for payment of the amount of any taxes which the Company or any of its Affiliates may be required to withhold with respect to such Award, or deduct from any amount otherwise payable in cash to a Participant (whether related to the Award or otherwise) the amount of any taxes which the Company or any of its Affiliates may be required to withhold with respect to such Award, or (c) if an Award is settled in Common Shares pursuant to Section 4(b), withhold Common Shares otherwise deliverable in settlement of the Award having a Fair Market Value equal to the minimum amount of any taxes which the Company or any of its Affiliates are required to withhold with respect to such Award.

11. Effective Date; Termination Date

This Plan shall be effective as of January 1, 2017, and shall terminate on the tenth (10th) anniversary thereof, subject to earlier termination by the Committee pursuant to Section 7. Following the termination date, no new Awards may be granted under this Plan, but this Plan shall continue to govern outstanding Awards granted on or before the termination date.

12. Miscellaneous

(a) No Right of Employment or Service. Nothing contained herein, in an Award or in an Award Agreement, shall confer on any Participant any right to be continued in the employ or service of the Company or any Subsidiary, or constitute any contract or agreement of employment or other service or affect an employee’s status as an at-will employee, nor shall anything contained herein, in any Award or any Award Agreement, affect any rights which the Company or its Subsidiaries may have to change a Person’s compensation or other benefits or terminate such Person’s employment or association with the Company or its Subsidiaries for any reason at any time. Absent express provisions to the contrary in the applicable plan or arrangement, any Award under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement, severance, or other benefit plan or arrangement of the Company or its Subsidiaries.

(b) No Stockholder Rights. Other than as specifically provided in an Award Agreement, an Award shall not confer upon the Participant any of the rights or privileges of stockholders of the Company, including without limitation the right to vote and the right to receive dividends.

(c) Awards Not Transferrable. Unless otherwise determined by the Committee and other than as specifically permitted by the Award Agreement, no Award shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

(d) Funding. No benefit or promise under this Plan shall be secured by any specific assets of the Company or any of its Subsidiaries, nor shall any assets of the Company or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Company’s obligations under this Plan. The right of each Participant under this Plan shall be that of a general, unsecured creditor of the Company.

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(e) Non-Uniform Determinations. The Committee’s determinations under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Awards (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to the persons to receive Awards under this Plan and the terms and provisions of Awards under this Plan.

(f) Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Plan shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and the word “or” is not exclusive.

(g) Severability. In the event any provision of this Plan or any Award Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, the illegality, invalidity or unenforceability shall not affect the remaining provisions of this Plan and such Award Agreement and such illegal, invalid or unenforceable provision shall be deemed modified as if such provision had not been included.

(h) Survival of Terms; Conflicts. The provisions of this Plan shall survive the termination of this Plan to the extent consistent with, or necessary to carry out, the purposes thereof. Each Award Agreement remains subject to the terms of this Plan and in the event of any conflict between specific provisions of this Plan and an Award Agreement, this Plan shall control.

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Exhibit 4.6

MECHANICS BANK

INCENTIVE UNIT AWARD AGREEMENT

THIS INCENTIVE UNIT AWARD AGREEMENT (this “Agreement”) by and between Mechanics Bank, a California banking corporation (the “Company”) and the individual named on the signature page hereto (“Participant”) is made effective as of (the “Grant Date”) pursuant to the Company’s 2017 Incentive Unit Plan (the “Plan”).

WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant to the Participant, effective as of the Grant Date, an Award covering the target number of Units set forth on the signature page hereto; and

NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions. For purposes of this Agreement, the following terms are defined as set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

1.1 “Agreement” has the meaning set forth in the preamble above.

1.2 “Company” has the meaning set forth in the preamble above.

1.3 “Disability” means the inability of Participant to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which constitutes a permanent and total disability. The determination of whether Participant has incurred a Disability shall be made by the Committee based upon such evidence as it deems necessary and appropriate; provided, however, that notwithstanding the immediately preceding definition, if Participant is a party to a services, severance or employment agreement with the Company or one of its Affiliates that defines “Disability,” such term shall have the meaning specified therein.

1.4 “employment” means service to the Company and/or its Subsidiaries as a part- or full-time employee, consultant, non-employee member of the Board or non-employee member of the board of any of the Company’s Subsidiaries.

1.5 “Participant” has the meaning set forth in the preamble above.

1.6 “Plan” has the meaning set forth in the preamble above.

1.8 “Vesting Commencement Date” has the meaning given in Section 2.1.

2. Grant of Units. Participant is hereby granted an Award covering the target number of Units set forth on the signature page hereto. Such number shall be adjusted following the calendar year based on the Company’s performance during such year, by multiplying such number by a performance factor determined by the Committee, and thereafter all references herein to Units shall refer to the post-adjustment number of Units. This Agreement constitutes an Award Agreement under the Plan and this Award constitutes an Annual Long-Term Incentive Award that is subject to the terms and condition set forth in Section 4(b) of the Plan.

2.1 Vesting. Except as otherwise provided in Section 2.2 and Section 2.3, subject to Participant’s continued employment with the Company and its Subsidiaries, the Units subject to the Award shall become vested in four equal installments on each of the first four anniversaries of (the “Vesting Commencement Date”) (each, a “Scheduled Vesting Date”).

2.2 Forfeiture; Accelerated Vesting Upon Certain Terminations of Employment. Except as otherwise provided in this Section 2.2, any outstanding Units subject to the Award that have not become vested in accordance with Section 2.1 shall be forfeited immediately upon Participant’s termination of employment with the Company and its Subsidiaries. Upon Participant’s termination of employment with the Company and its Subsidiaries under any of the following circumstances, all outstanding and unvested Units subject to the Award shall vest in full (subject to the performance adjustment referenced above, to the extent effectuated prior to the date of termination) effective as of the date of termination (or in the case of a Retirement that satisfied the requirements of Section 2.2 (c), the date the release of claims becomes effective):

(a) due to Participant’s death;

(b) due to Participant’s Disability;

2.4 Accelerated Vesting Upon Change of Control. Upon the occurrence of a Change of Control, subject to the continued employment of Participant with the Company and its Subsidiaries through the date of such Change of Control, all outstanding and unvested Units (subject to the performance adjustment referenced above, to the extent effectuated prior to the Change in Control) covered by the Award shall immediately vest.

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2.5 Settlement. Except as otherwise provided in an irrevocable deferral election form previously submitted by Participant in accordance with the procedures established by the Committee, all vested Units will be settled within thirty (30) days following the earliest to occur of (a) the applicable Scheduled Vesting Date, (b) Participant’s “separation from service” within the meaning of Section 409A (subject to any required delay in accordance with Section 9(b) of the Plan) and (c) a Change of Control (provided that if the vested Units constitute deferred compensation within the meaning of Section 409A, payment shall be made upon a Change of Control only if such Change of Control constitutes either a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case, within the meaning of Treasury Regulation Section 1.409A-3(i)(5)); provided, that if (a) vesting of the Units is subject to Participant’s execution, delivery and the effectiveness of a release of claims from Participant and (b) such thirty-day period commences in one calendar year and ends in the subsequent calendar year, then the vesting and settlement of the Units shall occur in the subsequent calendar year. Settlement shall be in the form of cash, unless otherwise determined by the Committee in accordance with Section 4(d) of the Plan. If the Participant has previously submitted an irrevocable deferral election form with respect to the Award, settlement shall be made in accordance with such form. If the Company declares an ordinary quarterly cash dividend in respect of Common Shares, the Company shall, in respect of each Unit outstanding as of the record date for such dividend, credit to Participant a cash amount equal to the amount (such amount, the “Dividend Equivalent Amount”) of cash dividend that would have been payable in respect of such Unit were it an actual Common Share, which amount shall be paid to Participant on the applicable settlement date of the underlying Unit (it being understood that no such payment shall be made if the underlying Unit does not vest), provided, however, that if a deferral election has been made in respect of the applicable Unit, then the Participant, instead of being so credited with a cash amount, shall be credited as of the applicable dividend payment date (for shareholders generally) with additional Units in an amount equal to the quotient of the applicable Dividend Equivalent Amount divided by the Fair Market Value as of such applicable dividend payment date, which Units shall be subject to the same terms (including vesting, settlement, and crediting of future dividend equivalents) as the underlying Unit.

3. Covenants of Participant.

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3.2 Non-Solicitation of Employees. While employed by the Company and its Affiliates and for a period of six months after the date of termination of Participant’s employment with the Company and its Affiliates for any reason, Participant shall not, directly or indirectly, on behalf of Participant or any other Person, solicit for employment or hire (other than for the Company and its Affiliates) any Person known by Participant to be employed by the Company and its Affiliates at the time of such solicitation or hiring or within the six-month period immediately preceding thereto.

3.3 Forfeiture; Recoupment. Upon any breach of the covenants contained in this Section 3 by Participant, the Company may cause all outstanding vested and unvested Units subject to the Award to be forfeited without compensation, or may require Participant to repay to the Company the value received by Participant pursuant to any previously vested and settled Units subject to the Award. This remedy shall be in addition to any other remedy that the Company may have, including injunctive relief pursuant to Section 3.4.

3.4 Injunctive Relief Available. Participant acknowledges that a violation on Participant’s part of any of the covenants contained in this Section 3 would cause immeasurable and irreparable damage to the Company and its Affiliates. Accordingly, Participant agrees that the Company and its Affiliates shall be entitled to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have. Participant agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of this Section 3 is void or constitutes an unreasonable restriction against Participant, such provisions shall not be rendered void but shall apply to such extent as such court may determine constitutes a reasonable restriction under the circumstances.

4. Reduction of Certain Payments. Notwithstanding anything to the contrary, the provisions of this Section 4 shall apply to Participant and shall survive following the payment of the Award and any termination of this Agreement.

4.1 Anything in this Agreement to the contrary notwithstanding, if the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Participant to the excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments paid or payable will be reduced so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below).

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4.2 The reduction of Payments, if applicable, shall be made by reducing the Payments that are “parachute payments” under Section 280G(b)(2) of the Code in the following order: (i) Payments in the form of cash that may not be valued under Treasury Regulation Section 1.280G-1, Q&A-24(c) (“24(c)”), (ii) Payments in the form of stock or other equity-based awards, including the Units, that may not be valued under 24(c), (iii) Payments in the form of cash that may be valued under 24(c), (iv) Payments in the form of stock or other equity-based awards, including the Units, that may be valued under 24(c), and (v) all other types of Payments. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are “deferred compensation” within the meaning of Section 409A and next with respect to amounts that are not deferred compensation, in each case, beginning with Payments that are scheduled to be paid the farthest in time from the Change of Control or other relevant date. Accounting Firm’s determination. All determinations made by the Accounting Firm under this Section 4 shall be binding upon the Company, its Affiliates and Participant. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company.

4.3 The follow terms shall have the following meanings for purposes of this Section 4:

(a) “Accounting Firm” shall mean a nationally recognized certified public accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code that is selected by the Company prior to a Change of Control for purposes of making the applicable determinations hereunder.

(b) “Parachute Value” of a Payment shall mean the present value as of the date of the change in control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of determining whether and to what extent the excise tax under Section 4999 of the Code will apply to such Payment.

(c) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Participant, whether paid or payable pursuant to the Agreement or otherwise.

(d) “Safe Harbor Amount” shall mean 2.99 times Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

5. Miscellaneous.

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If to the Company:

Mechanics Bank

915 Highland Point Drive, Suite 450

Roseville, California 95678

Attention: Sr. Manager Compensation

Email:

If to Participant:

To the most recent address of Participant set forth in the personnel records of the Company.

5.3 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.6 Arbitration. Subject to Section 3.4, the Company and Participant agree that any and all disputes or controversies, directly or indirectly arising out of, or relating to, this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement, shall be resolved through final and binding arbitration conducted by a single arbitrator in Contra Costa County, California. Such arbitration will be administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”) under its Employment Arbitration Rules and Procedures.

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5.7 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTES OR CONTROVERSIES DIRECTLY OR INDIRECTLY ARISING OUT OF, OR RELATING TO, THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.7. IF A JURY TRIAL WAIVER IS NOT PERMITTED BY LAW, THE PARTIES AGREE THAT ALL DECISIONS OF FACT AND LAW IN ANY ACTION BROUGHT IN CONNECTION WITH ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER SHALL BE DECIDED, AT THE OPTION OF EITHER PARTY, BY A REFEREE APPOINTED BY THE COURT IN ACCORDANCE WITH APPLICABLE STATE REFERENCE PROCEDURES. THE REFEREE SHALL BE A RETIRED JUDGE, AGREED UPON BY THE PARTIES, FROM EITHER THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR JAMS. IF THE PARTIES CANNOT AGREE ON THE REFEREE, THE PARTY WHO INITIALLY SELECTED THE REFERENCE PROCEDURE SHALL REQUEST A PANEL OF TEN RETIRED JUDGES FROM EITHER AAA OR JAMS, AND THE COURT SHALL SELECT THE REFEREE FROM THAT PANEL. THE COSTS OF THE REFERENCE PROCEDURE, INCLUDING THE FEE FOR THE COURT REPORTER, SHALL BE BORNE EQUALLY BY THE PARTIES AS THE COSTS ARE INCURRED. IF A PARTY FAILS TO PAY ITS PORTION OF THE COSTS AS INCURRED, THEN THAT PARTY SHALL FORFEIT THE RIGHT TO PROSECUTE OR DEFEND THE ACTION. THE REFEREE SHALL HEAR ALL PRE-TRIAL AND POST-TRIAL MATTERS, INCLUDING REQUESTS FOR EQUITABLE RELIEF, PREPARE AN AWARD WITH WRITTEN FINDINGS OF FACT AND CONCLUSIONS OF LAW, AND APPORTION COSTS AS APPROPRIATE. JUDGMENT UPON THE AWARD SHALL BE ENTERED IN THE COURT IN WHICH SUCH PROCEEDING WAS COMMENCED AND ALL PARTIES SHALL HAVE FULL RIGHTS OF APPEAL.

5.8 Counterparts; Third Party Beneficiaries. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures hereto were upon the same instrument. This Agreement shall become effective when Participant shall have received a counterpart hereof signed by the Company. No provision of this Agreement shall confer upon any Person other than the parties hereto any rights or remedies hereunder.

5.9 Entire Agreement. This Agreement, together with the Plan, constitutes the entire agreement between the parties with respect to the Award granted hereunder and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such Award.

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5.10 Section Headings; Construction. The section headings contained herein are for the purpose of convenience only and are not intended to define or limit the contents of the sections. All words used in this Agreement shall be construed to be of such gender or number, as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and the word “or” is not exclusive.

5.11 Severability. Except as otherwise provided herein, if one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by law. Furthermore, a determination in any jurisdiction that this Agreement, in whole or in part, is invalid, illegal or unenforceable shall not in any way affect or impair the validity, legality or enforceability of this Agreement in any other jurisdiction.

5.12 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth below.

	MECHANICS BANK

	By:

	Name:

	Title:

	Date:

Participant:

Target Number of Units:

Exhibit 5.1



	Orrick, Herrington & Sutcliffe LLP
	ORRICK BUILDING
	405 HOWARD STREET
	SAN FRANCISCO, CA 94105
	+1-415-773-5100
	orrick.com

September 2, 2025

Mechanics Bancorp

1111 Civic Drive, Suite 390

Walnut Creek, CA 94596

Re:	Mechanics Bancorp

Post-Effective Amendment No. 1 to Form S-4 on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Mechanics Bancorp, a Washington corporation (the “Company”), for the purpose of rendering this opinion in connection with the filing of the Company’s Post Effective-Amendment No. 1 to Form S-4 on Form S-8 which amends the registration statement on Form S-4 (Registration No. 333-288528) filed with the Securities and Exchange Commission (the “Commission”) on July 3, 2025 and amended by pre-effective amendment no. 1 filed on July 15, 2025 (as so amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,729,534 shares of the Company’s Class A common stock, no par value (the “Shares”), issuable pursuant to certain incentive unit awards and restricted stock unit awards (the “Mechanics Equity Awards”) previously granted under the Mechanics Bank 2017 Incentive Unit Plan and Mechanics Bank 2022 Omnibus Incentive Plan (collectively, the “Plans”). The Mechanics Equity Awards were converted into restricted stock units of the Company and assumed by the Company (the “Assumed Company RSUs”) as contemplated by that certain Agreement and Plan of Merger, dated March 28, 2025 (the “Merger Agreement”), by and among Mechanics Bank, a California banking corporation (“Mechanics Bank”), HomeStreet, Inc., a Washington corporation (“HomeStreet”), and HomeStreet Bank, a Washington state-chartered commercial bank (“HomeStreet Bank”). Pursuant to the Merger Agreement, at the Effective Time (as defined in the Merger Agreement), HomeStreet Bank was merged with and into Mechanics Bank with Mechanics Bank surviving as a subsidiary of HomeStreet, and HomeStreet was renamed “Mechanics Bancorp”. The Merger Agreement provides that the Assumed Company RSUs will be subject to the same terms and conditions as applied to the corresponding Mechanics Equity Awards immediately prior to the Effective Time.

We have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Merger Agreement; (iii) the Fourth Amended and Restated Articles of Incorporation (of the Company and the Amended & Restated Bylaws of the Company in effect on the date hereof; (iv) certain resolutions of the Board of Directors of HomeStreet relating to the approval of the transactions contemplated by the Merger Agreement, including the conversion and assumption of the Assumed Company RSUs, and registration of the Shares related to the Assumed Company RSUs; (v) copies of the Plans; and (vi) such records of the Company, such certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the purpose of rendering our opinions set forth below.

Mechanics Bancorp

September 2, 2025

Page 2

In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) all documents filed as exhibits to the Registration Statement (or exhibits or annexes to exhibits to the Registration Statement) that have not been executed or have been filed as forms will conform to the final forms thereof; (iv) the legal competence of all signatories to such documents; and (v) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, certificates, documents, agreements and instruments we have reviewed. In making our examination of documents executed or to be executed, we have assumed that the parties thereto had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

Our opinions herein are limited to the corporate laws of the State of Washington.

Based upon and subject to the foregoing, we are of opinion that the Shares to be issued upon settlement of the Assumed Company RSUs have been duly authorized and, when issued, delivered and paid for in accordance with the terms thereof and of the Plans, as applicable, will be validly issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Proxy Statement/Prospectus included in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Form S-4 on Form S-8 Registration Statement (No. 333-288528) of Mechanics Bancorp (formerly known as HomeStreet, Inc.) of our report dated March 7, 2025 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of HomeStreet, Inc. for the year ended December 31, 2024.

	/s/ Crowe LLP

Los Angeles, California
September 2, 2025

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Mechanics Bancorp of our report dated March 20, 2025, except for Note 23 – EARNINGS PER SHARE for which the date is July 3, 2025, on the consolidated financial statements of Mechanics Bank, which is incorporated by reference in this Post-Effective Amendment No. 1 to Form S-4 on Form S-8 (No. 333-288528) of Mechanics Bancorp (formerly known as HomeStreet, Inc.).

	/s/ Crowe LLP

Sacramento, California
September 2, 2025