Form of Change In Control Agreement

EXHIBIT 10.26

FIRST BANK OF BEVERLY HILLS

23901 Calabasas Road, Suite 1050 Calabasas, CA 91302

CHANGE IN CONTROL PLAN CERTIFICATE

THIS IS TO CERTIFY that the employee named below (the " Employee" ) of First Bank of Beverly Hills (the " Bank" ) will be entitled to a severance payment (" Severance Payment" ) on the terms and subject to the conditions set forth in the attached Change in Control Plan (the " Plan" ) and the General Terms and Conditions that have been separately provided to the Employee:


Name of Employee ________________________________

Severance Payment $_______________________________

Date of Plan ________________________________

The Plan supersedes in its entirety any and all prior Change in Control Plans for the Employee, which plans are no longer in force or effect.

FIRST BANK OF BEVERLY HILLS By: Its:


I agree to be bound by the

terms of the Plan Name: Title/Position: Address: Facsimile:

CHANGE IN CONTROL PLAN This CHANGE IN CONTROL PLAN (this " Plan" ) is made and entered into as of the Date of Plan by and between First Bank of Beverly Hills (the " Bank" ) and the employee (hereinafter referred to as the " Employee" or " you" ) named in the Change in Control Plan Certificate to which this Plan is attached (the " Certificate" ).

Article I

DEFINITIONS

1.1 Definitions

Whenever used in this Plan, the following 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) " BHBC" means Beverly Hills Bancorp, Inc., a Delaware corporation.

(c) " Board" means the Board of Directors of the Bank or, at the discretion of the Board, a committee of the Board of Directors.

(d) " Cause" means any 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 activity committed 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 misdemeanor involving 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 (other than due to Disability) 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 Executive Officer 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 knowing material 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. (e) " 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 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.

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(ii) 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 (a " Merger" ) 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, to any Person other than BHBC (" Asset Sale" , and with Merger, a " Transaction" ) where any such Transaction does not otherwise result in a " Change in Control" pursuant to subparagraph (i) of this definition; provided , however , that no such Transaction shall constitute a " Change in Control" under this subparagraph (iii) if: (A) the Persons who 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 the then outstanding voting securities of the Person surviving or resulting from Merger or the Person to whom the assets of BHBC are sold, assigned, leased, conveyed or disposed of in an Asset Sale, in substantially the same proportions in which such Beneficial Owners held voting stock in BHBC immediately before such Transaction; and (B) immediately following the Transaction, the directors of BHBC immediately prior to the consummation of the Transaction (excluding directors appointed pursuant to the agreement with respect to such Transaction) constitute a majority of the directors of BHBC (or successor entity) immediately following the Transaction. (iii) Any " Person" or " Group," other than BHBC or any of its subsidiaries, is or becomes the " Beneficial Owner," directly or indirectly, of securities representing more than fifty percent (50%) of the combined voting power of the then outstanding voting securities of the Bank Business Entity. " Bank 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 (x) the Bank, (y) any entity resulting from a merger, consolidation, reorganization or other similar transaction involving the Bank or a successor entity thereto, or (z) 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.

(f) " Compensation" means and includes all of your base annual salary attributable to your employment with the Bank, BHBC and/or any of their Subsidiaries (including, but not limited to, any amounts excludable from your gross income for federal income tax purposes pursuant to Section 125 or Section 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, pension, 401(k) plan, or retirement contributions or payments, non-cash compensation or reimbursements, if any (e.g., the grant or vesting of restricted stock, the grant, vesting, or exercise of stock options, automobile allowance and gasoline reimbursement).


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

(h) " ERISA" means the Employee Retirement Income Security Act of 1974, as amended. (i) " Good Reason" means the occurrence of any of the following: (i) The Bank or any of its Subsidiaries reduces your base salary (for the Bank and all Subsidiaries taken as a whole). (ii) 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 location of your job or office as of the date of the Change in Control or termination of your employment, which occurs first. (iii) Without your express written consent, the Bank or any of its Subsidiaries reduces your responsibilities or directs you to report to a person of lower rank or responsibilities than the person to whom you reported immediately prior to terminating your employment.

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

(j) " Indexed" means indexed for inflation as reported by the Internal Revenue Service.

(k) " Key Employee" means a " key employee" as defined under Section 416(i) of the Internal Revenue Code of 1986, as amended. As of the date hereof, a " key employee" is an employee who is (i) an officer and earns compensation in excess of $145,000 per annum, Indexed; or (ii) a holder of five percent or more of the stock of BHBC; or (iii) a holder of one percent or more of the stock of BHBC and earns compensation in excess of $145,000 per annum, Indexed. (l) " Person" shall have the meaning set forth in the definition of " Change in Control." (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 reduced to the extent required by Section 3.3.

(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.


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(p) " WARN" means the Worker Adjustment and Retraining Notification Act, 29 U.S.C. a72101 et seq.

Article II

SEVERANCE PAYMENTS

2.1 Right to Severance Payment; Release

(a) Conditioned on the 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 amount provided in Section 2.2 if you are an employee of the Bank and/or any of its Subsidiaries on the date of the occurrence of a Change in Control, and during the period commencing with the Change in Control and ending one year after the Change in Control: (i) your employment is involuntarily terminated by the Bank and its Subsidiaries for any reason other than Cause or your death or Disability, or (ii) you voluntarily terminate your employment with the Bank and all Subsidiaries for Good Reason (and in connection with such voluntary termination you have concurrently provided to the Bank a written statement that you were terminating your employment for Good Reason, which statement sets forth in reasonable detail the Good Reason).

(b) Notwithstanding the foregoing, you will not be entitled to receive a Severance Payment to the extent you receive payments which the Bank or its Subsidiaries are required to make to you under WARN.

2.2 Amount of Severance Payment

If you become entitled to 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 be equal to the Severance Amount indicated in the attached Certificate.

2.3 No Mitigation

The Bank acknowledges and agrees that you shall be entitled to receive your entire Severance Payment regardless of ...