**EXHIBIT 10.12**

**FIRST BANK OF BEVERLY HILLS**

****23901 Calabasas Road 

Suite 1050 

Calabasas, CA 91302 

May 1, 2006 

To: ANNETTE VECCHIO 

Subject: First Bank of Beverly Hills, Change in Control Plan 

First Bank of Beverly Hills, has adopted the First Bank of Beverly Hills, Change in Control Plan (the “Plan”). The provisions of the Plan, as they apply to you, are as follows: 

**Article I**

**DEFINITIONS**

 

Whenever used in this Plan, thefollowing capitalized terms shall have the meanings set forth in this Section 1.1, certain other capitalized terms being defined elsewhere in this Plan: 

(a) “**Bank**” means First Bank of Beverly Hills, and any successor or assignee as provided in Article IV. 

(b) “**Board**” means the Board of Directors of the Bank. 

(c) “**Cause**” meansany of the following acts or circumstances: (i) willful destruction by you of property of the Bank or a Subsidiary having a material value to the Bank or such Subsidiary; (ii) fraud, embezzlement, theft, or comparable dishonest activitycommitted by you (excluding acts involving a de minimis dollar value and not related to the Bank or a Subsidiary); (iii) your conviction of or entering a plea of guilty or nolo contendere to any crime constituting a felony or any misdemeanorinvolving fraud, dishonesty or moral turpitude (excluding acts involving a de minimis dollar value and not related to the Bank or a Subsidiary); (iv) your breach or neglect of, or refusal or failure to materially discharge, your duties (otherthan due to physical or mental illness) commensurate with your title and function or your failure to comply with the lawful directions of the Board or the Chief Executive Officer of the Bank, or of the Board of Directors or the Chief ExecutiveOfficer of the Subsidiary that employs you, in any such case that is not cured within fifteen (15) days after you have received written notice thereof from such Board of Directors or Chief Executive Officer; or (v) a willful and knowingmaterial misrepresentation to the Board or the Chief Executive Officer of the Bank or to the Board of Directors or the Chief Executive Officer of the Subsidiary that employs you. 

(d) “**Change in Control**” shall mean the occurrence of any of the following: 

(i) Any “Person” or “Group” (as such terms are defined in Section 13(d) of the Securities Exchange Act of 1934(the “Exchange Act”) and the rules and regulations promulgated thereunder) is or becomes the “Beneficial Owner” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Beverly HillsBancorp Inc. (“BHBC”), or of any entity resulting from a merger or consolidation involving BHBC, representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of BHBC or such entity.

(ii) The individuals who, as of the date hereof, are members of the Board of Directors of BHBC (the “ExistingDirectors”), cease, for any reason, to constitute more than fifty percent (50%) of the number of authorized directors of BHBC as determined in the manner prescribed in the Certificate of Incorporation and Bylaws; provided, however, that ifthe election, or nomination for election, by BHBC stockholders of any new director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such new director shall be considered an Existing Director; provided further,however, that no individual shall be considered an Existing Director if such individual initially assumed office as a result of either an actual or threatened “Election Contest” (as described in Rule 14a-11 promulgated under the ExchangeAct) or other actual or threatened solicitation of proxies by or on behalf of anyone other than the Board of Directors of BHBC (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest orProxy Contest. 

(iii) The consummation of (x) a merger, consolidation or reorganization to which BHBC is a party,whether or not BHBC is the Person surviving or resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of BHBC, in one transaction or a series of related transactions, toany Person other than BHBC, where any such transaction or series of related transactions referred to in clause (x) or clause (y) above in this subparagraph (iii) (a “Transaction”) does not otherwise result in a “Changein Control” pursuant to subparagraph (i) of this definition of “Change in Control”; provided, however, that no such Transaction shall constitute a “Change in Control” under this subparagraph (iii) if the Personswho were the stockholders of BHBC immediately before the consummation of such Transaction are the Beneficial Owners, immediately following the consummation of such Transaction, of fifty percent (50%) or more of the combined voting power of thethen outstanding voting securities of the Person surviving or resulting from any merger, consolidation or reorganization referred to in clause (x) above in this subparagraph (iii) or the Person to whom the assets of BHBC are sold,assigned, leased, conveyed or disposed of in any transaction or series of related transactions referred in clause (y) above in this subparagraph (iii), in substantially the same proportions in which such Beneficial Owners held voting stock inBHBC immediately before such Transaction or series of related transactions. 

(iv) Any “Person” or“Group,” other than BHBC or any of its subsidiaries, is or becomes the “Beneficial Owner,” directly or indirectly, of securities 

 

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representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the the Bank Business Entity.“FBBH Business Entity” shall mean, at any time, the principal corporation or other entity that is then engaged in the banking and related business activities in which the Bank is currently engaged, which entity may be (i) the Bank,(ii) any entity resulting from a merger, consolidation, reorganization or other similar transaction involving the Bank or a successor entity thereto, or (iii) any entity that has succeeded to the business of the Bank through the sale,transfer, contribution or other disposition of all or substantially all of the assets of the Bank or a successor entity thereto. 

(e)“**BHBC**” means Beverly Hills Bancorp Inc., a Delaware corporation. 

(f) “**Compensation**” means and includesall of your base annual salary attributable to your employment with the Bank and/or any of its Subsidiaries (including, but not limited to, any amounts excludable from your gross income for federal income tax purposes pursuant to Section 125 orSection 401(k) of the Internal Revenue Code of 1986, as amended), in effect immediately before the Change in Control. “Compensation” shall not include your bonuses, annual incentive awards, non-cash compensation or reimbursements, ifany (e.g., the grant or vesting of restricted stock, the grant, vesting, or exercise of stock options, automobile allowance and gasoline reimbursement). 

(g) “**Disability**” means a physical or mental infirmity which substantially impairs your ability to perform your material duties for a period of at least one hundred eighty (180) consecutivecalendar days, and, as a result of such Disability, you have not returned to your full-time regular employment prior to termination. 

(h)“**Eligible Employee**” means any employee of the Bank or any of its Subsidiaries who is designated by the Board or any committee thereof to participate in this Plan. 

(i) “**ERISA**” means the Employee Retirement Income Security Act of 1974, as amended. 

(j) “**Good Reason**” means the occurrence, on or after the occurrence of a Change in Control, of any of the following: 

(i) The Bank or any of its Subsidiaries reduces your base salary. 

(ii) The Bank amends the method for computing bonuses in a way which is not generally applicable to executives of the Bank and itsSubsidiaries and which materially reduces your potential bonus given any particular level of performance of the Bank and its Subsidiaries. 

(iii) Without your express written consent, the Bank or any of its Subsidiaries requires you to change the location of your job or office, so that you will be based at a location more than 100 miles from the locationof your job or office. 

 

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(iv) Without your express written consent, the Bank or any of its Subsidiaries reducesyour responsibilities or directs you to report to a person of lower rank or responsibilities than the person to whom you reported before the Change in Control. 

(v) A successor to the Bank fails or refuses to assume the obligations of the Bank under this Plan. 

(k) “**Person**” shall have the meaning set forth in the definition of “Change in Control.” 

(l) “**Plan**” means this Change in Control Plan. 

(m) “**Release**” means the Separation and General Release Agreement in the form attached hereto as Exhibit “A”. 

(n) “**Severance Payment**” means the payment of severance compensation as provided in Article II. 

(o) “**Subsidiary**” means any corporation or other Person, a majority of the voting power, equity securities or equity interest of which is owned directly or indirectly by the Bank. 

(p) “**WARN**” means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §2101 et seq. 

**Article II**

**SEVERANCE PAYMENTS**

 
2.1Right to Severance Payment; Release
Conditioned onthe execution and delivery by you (or your beneficiary or personal representative, if applicable) of the Release, and subject to the provisions of Section 2.7, you shall be entitled to receive a Severance Payment from the Bank in the amountprovided in Section 2.2 if (a) you are an Eligible Employee, and (b) within two years after the occurrence of a Change in Control, your employment is involuntarily terminated by the Bank or any of its Subsidiaries for any reason otherthan Cause or your death or Disability, or you voluntarily terminate your employment with the Bank and all Subsidiaries for Good Reason. Notwithstanding the foregoing, you will not be entitled to receive a Severance Payment to the extent you receivepayments which the Bank or its Subsidiaries are required to make to you under WARN. 

 
2.2Amount of Severance Payment
If you become entitledto a Severance Payment under this Plan, the amount of your Severance Payment, when added to any payments which the Bank or its Subsidiaries are required to make to you under WARN, shall equal two years your Compensation. 

 

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2.3No Mitigation
The Bank acknowledges and agreesthat you shall be entitled to receive your entire Severance Payment regardless of any income which you may receive from other sources following your termination on or after the Change in Control. 

 
2.4Payment of Severance Payment
The Severance Paymentto which you are entitled shall be paid to you, in cash and in full, not later than the later of (i) eight (8) calendar days after execution and delivery by you (or your beneficiary or personal representative, if applicable) of the ReleaseAgreement, or (ii) the date on which such Release becomes effective. If you should die before all amounts payable to you have been paid, such unpaid amounts shall be paid to your beneficiary under this Agreement or, if you have not designatedsuch a beneficiary in writing to the Bank, to the personal representative(s) of your estate. 

 
2.5Health Benefits Coverage
If you are entitled toreceive a Severance Payment under Section 2.1, you will also be entitled to receive health benefits coverage for you and your dependents under the same plan(s) or arrangement(s) under which you were covered immediately before your terminationof employment or plan(s) established or arrangement(s) provided by the Bank or any of its Subsidiaries thereafter. Such health benefits coverage shall be paid for by the Bank to the same extent as if you were still employed by the Bank, and you willbe required to make such payments as you would be required to make if you were still employed by the Bank. The benefits provided under this Section 2.5 shall continue until the earlier of (a) the expiration of two (2) year followingyour termination of employment with the Bank and all of its Subsidiaries, or (b) the date you become covered under any other group health plan not maintained by the Bank or any of its Subsidiaries; provided, however, that if such other grouphealth plan excludes any pre-existing condition that you or your dependents may have when coverage under such group health plan would otherwise begin, coverage under this Section 2.5 shall continue (but not beyond the six (6) month perioddescribed in clause (a) of this sentence) with respect to such pre-existing condition until such exclusion under such other group health plan lapses or expires. In the event you are required to make an election under Sections 601 through 607 ofERISA (commonly known as COBRA) to qualify for the benefits described in this Section 2.5, the obligations of the Bank and its Subsidiaries under this Section 2.5 shall be conditioned upon your timely making such an election. 

 
2.6Withholding of Taxes
The Bank may withhold fromany amounts payable under this Plan all federal, state, city or other taxes required by applicable law to be withheld by the Bank. 

 
2.7Governmental Approval
The Bank’s obligationto pay you any amounts under this Plan is conditioned upon approval of the Plan or of payment of such amounts (or upon review of the Plan or of payment of such amounts, and failure to object thereto) by the OTS, the FDIC, or any other governmentalagency having jurisdiction over the Bank or its Subsidiaries, to the extent such approval (or review) is required by applicable laws or regulations. 

 

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**Article III**

**OTHER RIGHTS AND BENEFITS NOT AFFECTED**

 
3.1Other Benefits
This Plan does not provide apension for you, nor shall any payment hereunder be characterized as deferred compensation. Except as set forth in Section 3.2, neither the provisions of this Plan nor the Severance Payment provided for hereunder shall reduce any amountsotherwise payable, or in any way diminish your rights as an employee, whether existing now or hereafter, under any written benefit, incentive, retirement, stock option, stock bonus or stock purchase plan or any written employment agreement or otherwritten plan or arrangement not related to severance. 

 
3.2Other Severance Plans Superseded
When you becomeentitled to a Severance Payment under this Plan, this Plan will supersede, as to you, any and all other severance plans of the Bank or its Subsidiaries and severance agreements between you and the Bank and its Subsidiaries, and your participation inany other severance plan of the Bank and its Subsidiaries will be hereby terminated. 

 
3.3Employment Status
This Plan does not constitute acontract of employment or impose on you any obligation to remain in the employ of the Bank, nor does it impose on the Bank or any of its Subsidiaries any obligation to retain you in your present or any other position, nor does it change the statusof your employment as an employee at will. Nothing in this Plan shall in any way affect the right of the Bank or any of its Subsidiaries in its absolute discretion to change or reduce your compensation at any time, or to change at any time one ormore benefit plans, including but not limited to pension plans, dental plans, health care plans, savings plans, bonus plans, vacation pay plans, disability plans, and the like. 

**Article IV**

**SUCCESSOR TO BANK**

The Bank shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantiallyall the business or assets of the Bank, expressly and unconditionally to assume and agree to perform the Bank’s obligations under this Plan, in the same manner and to the same extent that the Bank would be required to perform if no suchsuccession or assignment had taken place. In such event, the term “Bank,” as used in this Plan, shall mean (from and after, but not before, the occurrence of such event) the Bank as herein before defined and any successor or assignee tothe business or assets which by reason hereof becomes bound by the terms and provisions of this Plan. 

 

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**Article V**

**CONFIDENTIALITY**

 
5.1Nondisclosure of Confidential Material
In theperformance of your duties, you have previously had, and may in the future have, access to confidential records and information, including, but not limited to, development, marketing, purchasing, organizational, strategic, financial, managerial,administrative, manufacturing, production, distribution and sales information, data, specifications and processes now owned or at any time hereafter developed by the Bank or its agents or consultants or used at present or at any time hereafter inthe course of its business, that are not otherwise part of the public domain (collectively, the “Confidential Material”). All such Confidential Material is considered secret and has been and/or will be disclosed to you in confidence. Byyour acceptance of your Severance Payment under this Plan, you shall be deemed to have acknowledged that the Confidential Material constitutes proprietary information of the Bank which draws independent economic value, actual or potential, from notbeing generally known to the public or to other persons who could obtain economic value from its disclosure or use, and that the Bank has taken efforts reasonable under the circumstances, of which this Section 5.1 is an example, to maintain itssecrecy. Except in the performance of your duties to the Bank, you shall not, directly or indirectly for any reason whatsoever, disclose or use any such Confidential Material, except that the foregoing disclosure prohibition shall not apply as toConfidential Material that (i) has been publicly disclosed or was within your possession prior to its being furnished to you by the Bank or becomes available to you on a nonconfidential basis from a third party (in any of such cases, not due toa breach by you of your obligations to the Bank or by breach of any other person of a confidential, fiduciary or confidential obligation, the breach of which you know or reasonably should know), (ii) is required to be disclosed by you pursuantto applicable law, provided that you provide notice to the Bank of such requirement as promptly as possible, or (iii) was independently acquired or developed by you without violating any of the obligations under this Plan and without relying onConfidential Material of the Bank. All records, files, drawings, documents, equipment and other tangible items, wherever located, relating in any way to the Confidential Material or otherwise to the Bank’s business, which you have prepared,used or encountered or shall in the future prepare, use or encounter, shall be and remain the Bank’s sole and exclusive property and shall be included in the Confidential Material. Upon your termination of employment with the Bank, or wheneverrequested by the Bank, you shall promptly deliver to the Bank any and all of the Confidential Material and copies thereof, not previously delivered to the Bank, that may be, or at any previous time has been, in your possession or under your control.

 
5.2Nonsolicitation of Employees
By your acceptance ofyour Severance Payment under this Plan, you agree that, for a period of one (1) year following your termination of employment with the Bank or its Subsidiaries, neither you nor any Person or entity in which you have an interest shall solicitany person who was employed on the date of your termination of employment by the Bank or any of its Subsidiaries to leave the employ of the Bank or any of its Subsidiaries. Nothing in this Section 5.2, however, shall prohibit you or any Personor entity in which you have an 

 

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interest from placing advertisements in periodicals of general circulation soliciting applications for employment, or from employing any person who answersany such advertisement. For purposes of this Section 5.2, you shall not be deemed to have an interest in any corporation whose stock is publicly traded merely because you are the owner of not more than two percent (2%) of the outstandingshares of any class of stock of such corporation, provided you have no active participation in the business of such corporation (other than voting your stock) and you do not provide services to such corporation in any capacity (whether as anemployee, an independent contractor or consultant, a board member, or otherwise). 

 
5.3Equitable Relief
By your acceptance of yourSeverance Payment under this Plan, you shall be deemed to have acknowledged that violation of Sections 5.1 or 5.2 would cause the Bank irreparable damage for which the Bank cannot be reasonably compensated in damages in an action at law, and thattherefore in the event of any breach by you of Sections 5.1 or 5.2, the Bank shall be entitled to make application to a court of competent jurisdiction for equitable relief by way of injunction or otherwise (without being required to post a bond).This provision shall not, however, be construed as a waiver of any of the rights which the Bank may have for damages under this Plan or otherwise, and, except as limited in Article VI, all of the Bank’s rights and remedies shall beunrestricted. 

**Article VI**

**ARBITRATION**

Except for equitable relief as provided in Section 5.3, arbitration in accordance with the then mostapplicable rules of the American Arbitration Association shall be the exclusive remedy for resolving any dispute or controversy between you and the Bank or any of its Subsidiaries, including, but not limited to, any dispute regarding your employmentor the termination of your employment or any dispute regarding the application, interpretation or validity of this Plan not otherwise resolved through the claims procedure set forth in Section 9.10. The arbitrator shall be empowered to grantonly such relief as would be available in a court of law. In the event of any conflict between this Plan and the rules of the American Arbitration Association, the provisions of this Plan shall be determinative. If the parties are unable to agreeupon an arbitrator, they shall select a single arbitrator from a list designated by the office of the American Arbitration Association having responsibility for the city in which you primarily performed services for the Bank or its Subsidiariesimmediately before your termination of employment of seven arbitrators, all of whom shall be retired judges who are actively involved in hearing private cases or members of the National Academy of Arbitrators, and who, in either event, are residentsof the area in which you primarily performed services for the Bank or its Subsidiaries immediately before your termination of employment. If the parties are unable to agree upon an arbitrator from such list, they shall each strike namesalternatively from the list, with the first to strike being determined by lot. After each party has used three strikes, the remaining name on the list shall be the arbitrator. The fees and expenses of the arbitrator shall initially be borne equallyby the parties; provided, however, that each party shall initially be responsible for the fees and expenses of its own representatives and witnesses. Unless mutually agreed otherwise by the parties, any 

 

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arbitration shall be conducted at a location within fifty (50) miles from the location in which you primarily performed services for the Bank or any ofits Subsidiaries immediately before your termination of employment. If the parties cannot agree upon a location for the arbitration, the arbitrator shall determine the location within such fifty (50) mile radius. Judgment may be entered on theaward of the arbitrator in any court having jurisdiction. The prevailing party in the arbitration proceeding, as determined by the arbitrator, and in any enforcement or other court proceedings, shall be entitled to the extent provided by law toreimbursement from the other party for all of the prevailing party’s costs (including but not limited to the arbitrator’s compensation), expenses and reasonable attorney’s fees. 

**Article VII**

**MISCELLANEOUS**

 
7.1Applicable Law
To the extent not preempted by thelaws of the United States, the laws of the State of California shall be the controlling law in all matters relating to this Plan, regardless of the choice-of-law rules of the State of California or any other jurisdiction. 

 
7.2Construction
No term or provision of this Planshall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Plan and any present or future statute, law, ordinance, or regulation, the latter shall prevail, but insuch event the affected provision of this Plan shall be curtailed and limited only to the extent necessary to bring such provision within the requirements of the law. 

 
7.3Severability
If a provision of this Plan shall beheld illegal or invalid, the illegality or invalidity shall not affect the remaining parts of this Plan and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

 
7.4Headings
The Section headings in this Plan areinserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Plan or of any particular Section. 

 
7.5Assignability
Your rights or interests under thisPlan shall not be assignable or transferable (whether by pledge, grant of a security interest, or otherwise) by you, your beneficiaries or legal representatives, except by will or by the laws of descent and distribution. 

 

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7.6Amendment
This Plan may be amended in any respectby resolution adopted by the Board until a Change in Control occurs. After a Change in Control occurs, this Plan shall no longer be subject to amendment, change, substitution, deletion, revocation or termination in any respect whatsoever. Noagreement or representations, written or oral, express or implied, with respect to the subject matter hereof, have been made by the Bank which are not expressly set forth in this Plan. 

 
7.7Notices
For purposes of this Plan, notices and allother communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered, telecopied, or sent by certified or overnight mail, return receipt requested, postage prepaid, addressed to therespective addresses, or sent to the respective telecopier numbers, last given by each party to the other, provided that all notices to the Bank shall be directed to the attention of the Board of Directors with a copy to the General Counsel. Allnotices and communications shall be deemed to have been received on the date of delivery thereof if personally delivered, upon return confirmation if telecopied, on the third business day after the mailing thereof, or on the date after sending byovernight mail, except that notice of change of address shall be effective only upon actual receipt. No objection to the method of delivery may be made if the written notice or other communication is actually received. 

 
7.8Administration
This Plan constitutes a welfarebenefit plan within the meaning of Section 3(1) of ERISA. This letter constitutes the governing document of the Plan. The Administrator of the Plan, within the meaning of Section 3(16) of ERISA, and the Named Fiduciary thereof, within themeaning of Section 402 of ERISA, is the Bank. Attached hereto as Exhibit “B” is a statement of your rights under ERISA. 

 
7.9Claims
If you believe you are entitled to abenefit under this Plan, you may make a claim for such benefit by filing with the Bank a written statement setting forth the amount and type of payment so claimed. The statement shall also set forth the facts supporting the claim. The claim may befiled by mailing or delivering it to the Secretary of the Bank. 

Within sixty (60) calendar days after receipt of such a claim, theBank shall notify you in writing of its action on such claim and if such claim is not allowed in full, shall state the following in a manner calculated to be understood by you: 

(a) The specific reason or reasons for the denial; 

(b) Specific reference to pertinent provisions of this Plan on which the denial is based; 

 

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(c) A description of any additional material or information necessary for you to be entitled to thebenefits that have been denied and an explanation of why such material or information is necessary; and 

(d) An explanation of thisPlan’s claim review procedure. 

If you disagree with the action taken by the Bank, you or your duly authorized representative mayapply to the Bank for a review of such action. Such application shall be made within one hundred twenty (120) calendar days after receipt by you of the notice of the Bank’s action on your claim. The application for review shall be filed inthe same manner as the claim for benefits. In connection with such review, you may inspect any documents or records pertinent to the matter and may submit issues and comments in writing to the Bank. A decision by the Bank shall be communicated toyou within sixty (60) calendar days after receipt of the application. The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by you, and specificreferences to the pertinent provisions of this Plan on which the decision is based. 

 

Sincerely,

FIRST BANK OF BEVERLY HILLS

By:
 
 

**I AGREE TO BE BOUND BY THE**

**TERMS OF THE ABOVE PLAN**

 

 

Annette Vecchio

 

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