Effective on the Date of Grant listed above, you have been granted a Stock Appreciation Right covering Shares of SVB
Financial Group (the “Company”) at the Total Exercise Price listed in the Grant Agreement above (the “SAR”). Shares in each
period will become fully vested on the dates shown in the Vesting Schedule, subject to the Participant continuing to be a
Service Provider through each such date.
This Stock Appreciation Right will be exercisable for [three (3) months] after Participant ceases to be a Service Provider, unless
such termination is due to Participant’s death or Disability, in which case this Stock Appreciation Right will be exercisable for
[one (1) year] after Participant ceases to be Service Provider. Notwithstanding the foregoing, in no event may this Stock
Appreciation Right be exercised after the Expiration Date as provided above.
By your acceptance and the Company’s signature below, you and the Company agree that this Stock Appreciation Right is
granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and the Award
Agreement, all of which are attached and made a part of this document.
STOCK APPRECIATION RIGHT AWARD AGREEMENT
SVB Financial Group (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), has granted to Participant a
Stock Appreciation Right (“SAR”) covering shares of the Common Stock of the Company (“Shares”).
The grant hereunder is in connection with and in furtherance of the Company’s compensatory benefit plan for
participation of the Company’s Service Providers. Defined terms not explicitly defined in this Award Agreement shall have the
same definitions as in the Plan or in the Notice of Grant of Stock Appreciation Rights (“Notice of Grant”), to which this Award
Agreement is attached.
The details of Participant’s SAR are as follows:
1. T OTAL N UMBER O F S HARES S UBJECT T O T HIS SAR. The number of Shares subject to this SAR is set forth in the