CHANGE IN CONTROL
SEVERANCE BENEFITS POLICY
THIS CHANGE IN CONTROL SEVERANCE BENEFITS POLICY (the "POLICY") is adopted this 18th
day of August, 2000 by SILICON VALLEY BANK, a California corporation (the "COMPANY"), a wholly
owned subsidiary of Silicon Valley Bancshares, a California corporation ("BANCSHARES"). This Policy is
intended to provide Eligible Employees with the compensation and benefits described herein upon the occurrence
of specific events.
Certain capitalized terms used in this Policy are defined in Article VI.
1.1 Eligible Employees are all employees of the Company. Notwithstanding the foregoing, the employees of any
other wholly owned subsidiary of Bancshares or subsidiary of the Company also shall be Eligible Employees
under this Policy if such subsidiary is so designated by the Company and agrees in writing to be bound by the
terms and conditions of this Policy.
1.2 The rights and obligations of the Eligible Employees and the Company contained in Articles II through VI
shall survive any termination of an Eligible Employee for twenty-four (24) months following a Change in Control
(as hereinafter defined), or such later period as may be required so that all benefits to which the Eligible
Employee is entitled under this Policy are paid or otherwise provided to the Eligible Employee.
1.3 The Company intends to set forth the compensation and benefits which an Eligible Employee shall be entitled
to receive in the event that there is a Change in Control or the Eligible Employee's employment with the Company
terminates following a Change in Control under the circumstances described in Article II of this Policy.
1.4 As a condition of receiving benefits under this Policy, an Eligible Employee shall be required to execute a
general waiver and release in the form provided by the Company and as further described in Section 3.2.
1.5 This Policy shall supersede any other policies or agreements relating to any compensation, benefits,