Amendment No.2 to Gionfriddo Employment Agreement
This Amendment No. 2 dated June 9, 1997 ("Amendment No. 2), is made to the terms and conditions set forth
hereinafter of that certain Employment Agreement made between Robert P. Gionfriddo (Mr. Gionfriddo") and
Heritage Bank of Commerce, a California banking corporation ("Bank") dated June 8, 1994 (the "Agreement")
and that certain Amendment to the Agreement made between the Bank and Mr. Gionfriddo signed October 21,
1996 ("Amendment No. 1"). Except as amended hereinafter by this Amendment No. 2, each term and condition
of the Agreement and Amendment No. 1 shall remain in full force and effect.
1. The position responsibilities set forth in Paragraph 1 of the Agreement shall be expanded to add the following:
"In addition to the foregoing, the EVP Business Development shall have the following responsibilities and perform
the following duties:
(a) Personally develop business and promote the Bank, including its Board of Directors and its management
(b) Form and manage a team of business developers. Develop an annual business development team plan to
include staffing, special programs, personal goals and other activities calculated to increase profitable business for
the Bank, and assist in the integration of these plans with other Bank plans and the Bank's overall strategic plan.
Make an annual presentation of your plan to the CEO and to the Personnel & Planning Committee. Make written
quarterly presentations to the Personnel & Planning Committee detailing your progress against your plan.
Assist management in the design of compensation programs for business development personnel. Be proactive in
the administration of the incentive compensation payments to business development personnel, thereby assuring
that the program has integrity, that itemized sales are legitimate and warrant compensation, and that the program
is reviewed and tailored over time to insure that it is operating optimally and in the best interests of th