BANC OF CALIFORNIA, INC. NONQUALIFIED OPTION AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)

Exhibit 10.17E

BANC OF CALIFORNIA, INC.

2018 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED OPTION AGREEMENT

(FOR NON-EMPLOYEE DIRECTORS)

NQSO NO.             

This Option is granted pursuant to this Nonqualified Option Agreement (the “Agreement”) on             , 20     (the “Grant Date”) by Banc of California, Inc., a Maryland corporation (the “Company”), to                  (the “Optionee”), in accordance with the following terms and conditions, in connection with the Optionee’s service as a non-employee director of the Company and Banc of California, N.A. (the “Bank”):

1.    Option Grant and Exercise Period. The Company hereby grants to the Optionee a Nonqualified Option (“Option”) to purchase, pursuant to the Banc of California, Inc. 2018 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of          Shares (the “Option Shares”) of Common Stock at the price of $         per Share (the “Exercise Price”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Agreement. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 8 below.

2.    Vesting of this Option. Subject to Sections 6 and 8 below, the Option Shares shall become vested and exercisable during the Exercise Period with respect to not more than the cumulative number of Option Shares set forth below on or after the date(s) indicated:

3.    Method of Exercise of this Option. To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 10 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired unrestricted Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate

Exercise Price, (iii) to the extent permitted by applicable law, by delivering a properly executed notice of exercise to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds necessary to pay the aggregate Exercise Price, (iv) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (v) by any combination of (i), (ii), (iii) and (iv). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

4.    Delivery and Registration of Shares. The Company’s obligation to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine necessary or advisable, and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

5.    Nontransferability of this Option. This Option may not be sold, transferred, pledged assigned or otherwise alienated or hypothecated, other than, for no value or consideration: (i) by will or by the laws of descent and distribution, or (ii) as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Optionee’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any

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person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided, however, that the terms “Termination of Employment” (as defined in the Plan) and “Qualifying Termination of Service” shall continue to refer to the Termination of Employment or Qualifying Termination of Service (as defined in Section 6 below) of the original Optionee.

The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person acting with the legal authority of the Optionee or to whom this Option is transferred in accordance with this Section 5.

6.    Termination of Employment; Qualifying Termination of Service. The treatment of this Option upon and following a Termination of Employment of the Optionee shall be as and to the extent provided in Section 5(j) of the Plan; provided, however, that in the event of a Qualifying Termination of Service, regardless of whether such event also constitutes a Termination of Employment of the Optionee, the treatment of this Option shall be as and to the extent provided in this Section 6. In the event of a Qualifying Termination of Service, this Option, to the extent not theretofore vested, shall vest in full and shall remain exercisable at any time until the earlier of (A) the one (1) year anniversary date of such event and (B) the Expiration Date, subject to and conditioned upon the Optionee signing and delivering (and not revoking) to the Company a general release and waiver (substantially in the form attached as Exhibit A) (the “Release”) and provided that this Option shall not become exercisable to the extent it has previously been exercised or otherwise terminated.

A “Qualifying Termination of Service” shall be deemed to occur (i) upon the voluntary retirement or resignation of the Optionee as a director of the Company and the Bank, provided that written notice of retirement or resignation shall have been provided to the Company and the Bank (and a copy also provided to the Board of the Company) at least one (1) year (or such shorter period as the Board of the Company shall deem to be adequate under the then prevailing circumstances) in advance of the intended retirement or resignation date; (ii) upon the expiration of the Optionee’s term of service as a director if the Optionee shall not have been nominated by the Board of Directors of the Company for re-election as a director of the Company and the Bank, provided that such determination by the applicable board shall not have occurred for reasons of actual or alleged malfeasance, breach of fiduciary duty or other wrongdoing by the Optionee; or (iii) if nominated for re-election, upon the expiration of the Optionee’s term of service as a director of the Company and the Bank if the Optionee shall have not been re-elected by the Company’s stockholders.

(b) In consideration of the benefits conferred to the Optionee upon a Qualifying Termination of Service, in addition to signing and delivering the Release, the Optionee hereby agrees as follows:

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The Optionee acknowledges that the Company would be irreparably injured by a violation of this Section 6(b)(i) and the Optionee or the Company, as applicable, agrees that the Company or the Optionee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Optionee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 6(b)(i).

Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement, including this Section 6(b)(i), is intended to prohibit the Optionee and the Optionee is not prohibited from reporting possible violations of law to, filing charges with, or making disclosures protected under the whistleblower provisions of U.S. federal law or regulation, or participating in investigations of U.S. federal law or regulation by the U.S. Securities and Exchange Commission (the “SEC”), National Labor Relations Board, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the U.S. Department of Justice, the U.S. Congress, any U.S. agency Inspector General or any self-regulatory agencies such as the SEC or federal, state or local governmental agencies having jurisdiction over the Company or any of its affiliates (collectively, “Government Agencies,” and each a “Government Agency”). Accordingly, the Optionee does not need the prior authorization of the Company to make any such reports or disclosures or otherwise communicate with Government Agencies and is not required to notify the Company that he or she has engaged in any such communications or made any such reports or disclosures. In addition, the Optionee is hereby notified that 18 U.S.C. § 1833(b)(1) states as follows:

“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that-(A) is made-(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”

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Accordingly, notwithstanding anything to the contrary in this Agreement, the Optionee understands that he or she has the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The Optionee understands that he or she also has the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. The Optionee understands and acknowledges that nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b).

The Optionee acknowledges that the Company would be irreparably injured by a violation of this Section 6(b)(ii) and the Optionee or the Company, as applicable, agrees that the Company or the Optionee, as applicable, in addition to any other remedies available to it for such breach or threatened breach, shall be entitled, without posting a bond, to a preliminary injunction, temporary restraining order, or other equivalent relief, restraining the Optionee or the Company (including its officers and directors), as applicable, from any actual or threatened breach of this Section 6(b)(ii).

7.    Adjustments. In the event of a Corporate Transaction or Share Change, the Option shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

8.    Effect of Change in Control. Notwithstanding anything to the contrary in the Plan, in the event of a Change in Control, this Option, to the extent not theretofore vested, shall vest in full; provided, however, that this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

9.    Stockholder Rights not Granted by this Option. The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company. The Optionee shall have all

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of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

10.    Withholding Tax. Upon exercise of any vested portion of this Option (or at any such earlier time, if any, that an election is made by the Optionee under Section 83(b) of the Code, or any successor provision thereto), the Company may require the Optionee to remit to the Company an amount sufficient to cover any applicable withholding taxes.

11.    Notices. All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

12.    Clawback. Any Shares or cash proceeds received in respect of the Option 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.

13.    Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations made in the discretion of the Committee shall be final and conclusive upon the Optionee or the Optionee’s legal representatives with regard to any question arising hereunder or under the Plan.

14.    Optionee Service. Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary or Affiliate to terminate the Optionee’s employment or service at any time, nor confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

15.    Severability. The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

16.    Governing Law; Headings. This Agreement and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

17.    Amendment. This Agreement may be amended or modified by the Committee at any time; provided, that, no amendment or modification that materially impairs the rights of the Optionee as provided by this Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an amendment made to cause the terms of this Agreement or the

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Option granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18.    Optionee Acceptance; Counterparts. The Optionee shall signify his acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

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Exhibit A

GENERAL RELEASE

¹ Only if ADEA is applicable.

² Only if ADEA is applicable.

A-1

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IN WITNESS WHEREOF, the undersigned parties have executed this General Release.

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