This employment agreement (the "Agreement") supercedes the agreement dated April 30, 1998, is effective as of
January 1, 1999 (the "Effective Date"), and is executed on May 14, 1999, by and between Heritage Commerce
Corp ("HCC"), a California corporation, and Mr. Richard L. Conniff on the following terms and conditions:
Mr. Conniff has been duly elected to the Board of Directors of HCC ("HCC Board"). During the term of this
Agreement, the HCC Board will continue to present Mr. Conniff on the HCC slate of individuals nominated for
election by shareholders to the post of Director. Mr. Conniff will serve as President and CEO of Heritage Bank
East Bay. Mr. Conniff will be subject to the direction of the CEO of HCC and, by extension, the HCC Board.
Notwithstanding the foregoing reporting responsibility, Mr. Conniff will also be responsible to the Board of
Directors of Heritage Bank East Bay.
As employed hereunder, the term "Bank" is intended to mean HCC and/or any of its subsidiaries, as applicable.
The term "Management" is intended to mean the CEO of HCC and/or, as applicable, those duly appointed
management committees vested with decision-making authority. The term "Board" will, unless more narrowly
defined in the context of its immediate usage, mean any and all boards of directors with purview over the matter
Mr. Conniff will set a high standard of conduct of courtesy and concern, of professional and personal discretion
and responsibility, forthrightness, thrift, modesty and hard work. In light of this role with the Bank and the Bank's
position in the industry, Mr. Conniff will serve as a model for all employees of the Bank. Given his role with the
Bank and his responsibility relative to the Bank's presence and stature in the community, Mr. Conniff will, at all
times, emulate this high standard of conduct in order to develop and enhance the Bank's reputation and image.
Mr. Conniff will comply with all pertinent regulatory standards as may affect