SILICON VALLEY BANCSHARES
1997 EQUITY INCENTIVE PLAN
ADOPTED DECEMBER 19, 1996
APPROVED BY SHAREHOLDERS APRIL 17, 1997
(a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants
to the Company, and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock
bonuses, (iv) rights to purchase restricted stock, and (v) stock appreciation rights, all as defined below.
(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or
Directors of or Consultants to the Company or its Affiliates, to secure and retain the services of new Employees,
Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of
the Company and its Affiliates.
(c) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory
Stock Options, (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof, or
(iii) stock appreciation rights granted pursuant to Section 8 hereof. All Options shall be separately designated
Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant
to Section 6, and a separate certificate or certificates will be issued for shares purchased on exercise of each type
(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as
those terms are defined in Sections 424(e) and (f) respectively, of the Code.
(b) "BOARD" means the Board of Directors of the Company.