CHANGE IN CONTROL
SEVERANCE BENEFITS AGREEMENT
THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the
"AGREEMENT") is entered into this 12th day of August, 1996 between ______________ ("EXECUTIVE")
and SILICON VALLEY BANK, a California corporation (the "COMPANY"), a wholly owned subsidiary of
Silicon Valley Bancshares, a California corporation ("BANCSHARES"). This Agreement is intended to provide
Executive with the compensation and benefits described herein upon the occurrence of specific events.
Certain capitalized terms used in this Agreement are defined in Article VI.
The Company and Executive hereby agree as follows:
EMPLOYMENT BY THE COMPANY
1.1 Executive is currently employed as an executive vice president of the Company.
1.2 This Agreement shall remain in full force and effect for the two year period specified in Article VII; provided,
however, that the rights and obligations of the parties hereto contained in Articles II through VII shall survive any
termination for the longer of (i) two (2) years from the date of the Agreement or (ii) 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 Executive is entitled under this Agreement are paid or otherwise provided to Executive.
1.3 The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled
to receive in the event that there is a Change in Control or Executive's employment with the Company terminates
following a Change in Control under the circumstances described in Article II of this Agreement.
1.4 The duties and obligations of the Company to Executive under this Agreement shall be in consideration for
Executive's past services to the Company, Executive's continued employment with the Company, and Executive's
execution of the general waiver and release described in Section 3.2.
1.5 This Agreement shall supersede any other agreements r