Exhibit
10.12





Anthony
J. Clifford


Page 1
of 7






FIRST
NATIONAL BANK OF NORTHERN CALIFORNIA


976
EL CAMINO REAL


SOUTH
SAN FRANCISCO, CA 94080


 


May 27,
2016


 





Anthony J. Clifford


Chief Operating Officer







First National
Bank of Northern California


 


Re:
Amended and Restated Management Continuity Agreement (2016)


 


Dear [Name
of Executive]:


 


This
Management Continuity Agreement (“Agreement”) amends and restates in full the original Management Continuity
Agreement (“Prior Agreement”) entered into between you and FIRST NATIONAL BANK OF NORTHERN CALIFORNIA, (the “Bank”)
on July 20, 2000. The Prior Agreement is hereby terminated and has no force or effect. Accordingly, the following terms and conditions
shall apply under this new Agreement.


 


FIRST
NATIONAL BANK OF NORTHERN CALIFORNIA, a national banking association (“the Bank”), considers the establishment and
maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Bank. The Bank
recognizes that the possibility of a change in control of the Bank may arise in the future and that the uncertainty and questions
which such possibility may raise among management may result in the departure or distraction of management personnel to the detriment
of the Bank. Accordingly, the non-management members of the Bank’s Board of Directors (the “Board”) have determined
that it is imperative to be able to rely upon management’s continuance and that appropriate steps should be taken to reinforce
and encourage your continued attention and dedication to your assigned duties without distraction in the face of the potentially
disturbing circumstances arising from the possibility of a change in control.


 


In
order to induce you to remain an employee until a Change in Control occurs, this letter agreements sets forth the benefits which
the Bank agrees will be provided to you in the event that there is a “Change in Control” (as defined in Section 1
hereof). Any termination of employment for any reason prior to a Change in Control shall result in automatic termination of this
Agreement and loss of any benefit described herein.





		1.	Change
                                         in Control. No benefits shall be payable hereunder unless there shall have been a
                                         Change in Control, as set forth below. For purposes of this Agreement, a Change in Control
                                         shall mean a Change in Control of a nature that would be required to be reported in response
                                         to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
                                         Act of 1934, as amended (the “Exchange Act”), or in response to any other
                                         form or report to the SEC or any stock exchange on which the Bank’s shares are
                                         listed which requires the reporting of a Change in Control; provided that, without limitation
                                         such a Change in Control shall be deemed to have occurred if (i) any “person”
                                         (as such term is used in the Exchange Act) is or becomes the beneficial owner, directly
                                         or indirectly, of securities of the Company representing 25% or more of the combined
                                         voting power of the Bank’s then outstanding securities; or (ii) any “person”
                                         (as such term is used in the Exchange Act), other than the Bank, is or becomes the beneficial
                                         owner,directly or indirectly, of securities of the Bank representing 25% or more of the
                                         combined voting power of the Bank’s
then outstanding securities; or (iii) in any one year period, individuals who at the beginning of such period constitute the Board
of Directors of the Bank cease for any reason to constitute at least a majority thereof, unless the election, or the nomination
for election by the Bank’s shareholders, of each new director is approved by a vote of at least three-quarters of the directors
then still in office who were directors at the beginning of the period; or (iv) a majority of the members of the Board in office
prior to the happening of any event determines in its sole discretion that as a result of such event there has been a Change in
Control.





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Anthony
J. Clifford


Page
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		2.	Term.
                                         The term of this Agreement shall commence immediately upon the date hereof and, unless
                                         terminated earlier pursuant to Section 5(ii) hereof, shall continue for two (2) years.
                                         Upon the occurrence of the first annual anniversary date of this Agreement, and on each
                                         anniversary date thereafter, the term of this Agreement shall be deemed automatically
                                         extended for an additional year, unless written notice of the nonrenewal is furnished
                                         by you or by the Bank prior to such anniversary date. Written notice of the nonrenewal
                                         of this Agreement will take effect at the conclusion of the term of this Agreement. Such
                                         notice shall be furnished in accordance with Section 6 of this Agreement.



 


		3.	Definitions.



 


		i.	Cause.
                                         In the event that Executive’s employment is terminated for Cause, Executive shall
                                         forfeit all rights and benefits under this Agreement.



 


			“Cause”
shall mean (i) the Executive’s willful misconduct, usurpation of business opportunity or gross negligence related to the
Bank; provided that Executive shall first be given ten (10) days following written notice from the Board to cure any such breach
(to the extent such breach is capable of being cured); (ii) the Executive’s willful failure to adhere to the reasonable
policies of the Bank or any State of California or federal banking laws (including the laws, rules, or regulations of the Federal
Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or the Office of the Comptroller of the Currency);
provided that Executive shall first be given ten (10) days following written notice from the Board to commence compliance with
such policies or laws to the extent such failure is able to be complied with subsequently; (iii) the Executive’s unauthorized
disclosure to third parties of any confidential information (including trade secrets) of the Bank; or (iv) the Executive’s
conviction of or entering of a guilty pleas or a plea of no contest with respect to (A) a felony, (B) any crime involving fraud,
larceny, or embezzlement, or (C) any other crime involving moral turpitude which is injurious to the reputation of the Bank. No
act, or failure to act, by Executive shall be “willful” unless committed without good faith and without a reasonable
belief that the act or omission was in the best interest of the Bank.



		4.	Benefit.



 


		i.	Amount
                                         of Benefit. The Bank shall pay you within ten days following a Change in Control
                                         a benefit calculated as follows:



 


			Change
                                         in Control benefit in dollars = Two x Base Annual Salary







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Anthony
J. Clifford


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3 of 7










			For purposes
                                                                              of this Agreement, “Base Annual Salary” shall be the regular compensation paid by the Bank to you which was
                                                                              included in gross income for federal income tax purpose for the twelve (12) months ending immediately prior to the Change in
                                                                              Control. Notwithstanding the previous sentence, “Base Annual Salary” shall also include amounts deferred under
                                                                              any Bank-sponsored 401(k) plan and Section 125 plan.



 


		ii.	Timing
                                         of Benefit. The Bank shall pay the benefit described in Subsection 4(i) in a single
                                         lump sum within ten (10) days of the date of Change in Control.



 


		iii.	Other
                                         Benefits Payable. The benefit described in subsection (i) above shall be payable
                                         in addition to, or not in lieu of, all other accrued or vested or earned but deferred
                                         compensation, rights, options, or other benefits which may be owed to you following a
                                         Change in Control, including but not limited to amounts or benefits payable under any
                                         employment agreement or any bonus or other compensation plans, stock option plan, stock
                                         ownership plan, stock purchase plan, life insurance plan, health plan, disability plan
                                         or similar plan.



 


		iv.	Payment
                                         Obligations Absolute. Upon the Change in Control, the Bank’s (and its successor’s
                                         obligation to pay the benefits described herein shall be absolute and unconditional and
                                         shall nt be affected by any circumstances, including, without limitation, any set-off,
                                         counterclaim, recoupment, defense or other right which the Bank (and its successor) may
                                         have against you or anyone else.



 


		v.	Legal
                                         Fees. In the event of arbitration or litigation concerning this Agreement, the prevailing
                                         party shall be entitled to recover from the other party all costs and expenses including
                                         reasonable attorney’s fees, incurred in such arbitration or litigation.



 


		vi.	Mitigation.
                                         You shall not be required to mitigate the amount of any payment provided for in this
                                         Section 4, nor shall the amount of any payment provided for in this Section 4 be reduced
                                         or offset in any way whatsoever by any amount received by you for any reason whatsoever
                                         from the Bank (or its successor) or another employee or otherwise after the Change in
                                         Control.



 


		vii.	Indemnification.
                                         For claims made within one (1) year of the Date of Termination, you shall be indemnified
                                         under the Bank’s Articles of Association and Bylaws and covered by the directors’
                                         and officers’ liability insurance, the fiduciary liability insurance and the professional
                                         liability insurance policies that are the same as, or provide coverage at least equivalent
                                         to, those the Bank carries.



 


		5.	Successors;
Termination of Agreement.



 


		i.	The
                                         Bank will require any successor (whether director or indirect, by purchase, merger, consolidation
                                         or otherwise) to all or substantially all of the business and/or assets of the Bank to
                                         expressly assume and agree to perform this Agreement in the same manner and to the same
                                         extent that the Bank would be required to perform it if no such succession had taken
                                         place. Failure of the Bank to obtain such agreement prior to the effectiveness of any
                                         such succession shall be a breach of this Agreement. As used in this Agreement, “Bank”
                                         shall mean the Bank as hereinabove defined and any successor to its business and/or assets
                                         as aforesaid which executes and delivers the agreement provided for in this Section 5
                                         or which otherwise becomes bound by all the terms and provisions of this Agreement by
                                         operation of law.






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Anthony
J. Clifford


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		ii.	This
                                         Agreement shall terminate automatically upon the occurrence of any of the following events;
                                         (A) your termination of employment from the Bank, at any time, for Cause or for any other
                                         reason prior to a Change in Control; or (B) your death, except that if you should die
                                         while you are entitled to receive any amounts under this Agreement but which are unpaid
                                         your date of death, all such amounts, unless otherwise provided herein, shall be paid
                                         in accordance with the terms of this Agreement to your devisee, legatee, or other designee
                                         or, if there be no such designee, to your estate and this Agreement shall inure to the
                                         benefit of and be enforceable by your personal or legal representatives, executors, administrators,
                                         successors, heirs, distributes, devisees and legatees.



 


		6.	Notice.
                                         For the purposes of this Agreement, notices and all other communications provided for
                                         in the Agreement shall be in writing and shall be deemed to have been duly given when
                                         delivered or mailed by United States registered mail, return receipt requested, postage
                                         prepaid. All notices to the Bank shall be directed to the Board and all notices to you
                                         shall be directed to you at your address of residence on file with the Bank, or to such
                                         other address as either party may have furnished to the other in writing in accordance
                                         herewith, except that notices of change of address shall be effective only upon receipt.



 


		7.	Excess
                                         Parachute Payments. If all or any portion of the amounts payable to you under this
                                         Agreement, either alone or together with other payments which you have the right to receive
                                         from the Bank, constitute “excess parachute payments” within the meaning
                                         of Section 280g of the Internal Revenue Code of 1986, as amended (the “Code”),
                                         that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax
                                         and/or assessment), the Bank (and its successor) shall increase the amounts payable hereunder
                                         to the extent necessary to place you in the same after-tax position as you would have
                                         been in had no such excise tax been imposed on the payments hereunder. The determination
                                         of the amount of any such excise taxes shall initially be made by the independent accounting
                                         firm employed by the Bank immediately prior to the Change in Control. Payment of any
                                         amounts under this Section 7 shall be made, if not sooner, by the end of the Executive’s
                                         taxable year next following the Executive’s taxable year in which the related taxes
                                         are remitted to the taxing authority.



 


			If at a later date it is determined
                                                                                                                                              (pursuant to final regulations or published rulings of the IRS, final judgment of a court of competent jurisdiction or
                                                                                                                                              otherwise) that the amount of excise taxes payable by you is greater than the amount initially so determined, then the Bank
                                                                                                                                              (or is successor) shall pay you an amount equal to the sum of such additional excise taxes, any interest, fines and penalties
                                                                                                                                              resulting from such underpayment, plus an amount necessary to substantially reimburse you for any income, excise or other
                                                                                                                                              taxes payable by you with respect to such amounts.



 


		8.	Miscellaneous.
                                         No provision of this Agreement may be modified, waived or discharged unless such waiver,
                                         modification or discharge is agreed to in writing signed by you and the Chairman of the
                                         Board of Directors or such officer as may be specifically designated by the Board. No
                                         waiver by either party hereto at any time of any breach by the other party hereto of,
                                         or compliance with, any condition or provision of this Agreement to be performed by such
                                         other party shall be deemed a waiver of similar or dissimilar provisions or conditions
                                         at the same or at any prior or subsequent time. This Agreement shall not affect your
                                         rights under any pension, welfare or fringe
benefit arrangements or any employment agreement of the Bank under which you are entitled to receive any benefits. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. The provisions
of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish
your existing rights, or rights which would accrue solely as a result of the passage of time, under any employment agreement or
other contract, plan or arrangement with the Bank.











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Anthony
J. Clifford


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		9.	Validity.
                                         The invalidity or unenforceability of any provisions of this Agreement shall not affect
                                         the validity or enforceability of any other provision of this Agreement, which shall
                                         remain in full force and effect.



 


		10.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, each of which shall be deemed
                                         to be an original but all of which together will constitute one and the same instrument.



 


		11.	Withholding
                                         of Taxes. The Bank may withhold from any amounts payable under this Agreement all
                                         federal, state, city or other taxes as shall be required pursuant to any law or government
                                         regulation or ruling.



 


		12.	No
                                         Employment Right. Nothing contained in this Agreement shall confer upon you the right
                                         to continue in the employ of or in the status as an officer of the Bank, no limit in
                                         any way the right of the Bank to terminate your employment or status as an officer at
                                         any time.



 


		13.	Nonassignability.
                                         This Agreement is personal in nature and neither of the parties hereto shall, without
                                         the consent of the other, assign or transfer this Agreement or any rights or obligations
                                         hereunder, except as provided in Section 5 above. Without limiting the foregoing, your
                                         right to receive payments hereunder shall not be assignable or transferrable, whether
                                         by pledge, creation of a security interest or otherwise, other than by a transfer by
                                         will or by the laws of descent and distribution. In the event of any attempted assignment
                                         or transfer contrary to this Section, the Bank shall have no liability to pay amounts
                                         so attempted to be assigned or transferred.



 


		14.	Arbitration.



 


		i.	Any
                                         disagreement, dispute, controversy or claim arising out of or in any way related to this
                                         Agreement or the subject matter thereof or the interpretation hereof or any arrangements
                                         relating hereto or contemplated herein or the breach, termination or invalidity hereof
                                         shall be settled exclusively and finally by arbitration.



 


		ii.	The
                                         arbitration shall be conducted in accordance with the Commercial Arbitration Rules (the
                                         “Arbitration Rules”) of the American Arbitration Association (the “AAA”)
                                         then in effect.



 


		iii.	The
                                         arbitral tribunal shall consists of one arbitrator. The parties to the arbitration jointly
                                         shall directly appoint such arbitrator within 30 days of initiation of the arbitration.
                                         If the parties shall fail to appoint such arbitrator as provided above, such arbitrator
                                         shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person
                                         who (A) maintains his or her principal place of business or residence in Northern California
                                         and (B) is a retired judge of the State of California.






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Anthony
J. Clifford


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		iv.	The
                                         arbitration shall be conducted in San Francisco, California, or in any other city of
                                         the United States of America as the parties to the dispute may designate by mutual written
                                         consent.



 


		v.	Any
                                         decision or award of the arbitral tribunal shall be final and binding upon the parties
                                         to the arbitration proceeding. The parties hereto hereby waive to the extent permitted
                                         by law any rights to appeal or to review of such award by any court or tribunal. The
                                         parties hereto agree that the arbitral award may be enforced against the parties to the
                                         arbitration proceeding or their assets wherever they may be entered in any court having
                                         jurisdiction thereof.



 


		15.	Reimbursement.
                                         To the extent that the reimbursement of any expenses or the provision of any in-kind
                                         benefits under this Agreement is subject to Section 409A, (i) the amount of such expenses
                                         eligible for reimbursement, or in-kind benefits to be provided, during any one calendar
                                         year shall not affect the amount of such expenses eligible for reimbursement, or in-kind
                                         benefits to be provided, in any other calendar year (provided, that, this clause (i)
                                         will not be violated with regard to expenses reimbursed under any arrangement covered
                                         by Code Section 105(b) solely because such expenses are subject to a limit related to
                                         the period the arrangement is in effect); (ii) reimbursement of any such expense shall
                                         be made by no later than December 31 of the year following the calendar year in which
                                         such expense is incurred; and (iii) Employee’s right to receive such reimbursements
                                         or in-kind benefits shall not be subject to liquidation or exchange for another benefit.



 


		16.	Exemption
                                         from Section 409A. All payments hereunder are intended to be exempt from Section
                                         409A of the Code pursuant to the “short-term deferral rule” under Treasury
                                         Regulation 1.409A-1(b)(4).



 


			This
                                         amended and restated Agreement supersedes the Prior Agreement or any other agreement
                                         on the same subject. If this letter correctly sets forth our agreement on the subject
                                         matter hereof, kindly sign and return to the Bank the enclosed copy of this letter which
                                         will then constitute our agreement on this subject.



 


[Signature Page Follows]



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Anthony
J. Clifford


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	 	 	 	Sincerely,	 
	 	 	 	 	 	 
	 	 	 	FIRST NATIONAL BANK

OF NORTHERN CALIFORNIA	 
	 	 	 		 	 
	 	 	 	By:	 	 
	 	 	 	 	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 
	Agreed to this _____ day of ________. 2016	 	 	 	 
	 	 	 	 	 	 
	By: 	 	 	 	 	 
	 	(Name of Executive)	 	 	 	 





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