CHANGE IN CONTROL
SEVERANCE BENEFITS POLICY
THIS CHANGE IN CONTROL SEVERANCE BENEFITS POLICY FOR NON-EXECUTIVES (the
"POLICY") is adopted this 18th day of July, 1996 by SILICON VALLEY BANK, a California corporation (the
"COMPANY"), a wholly owned subsidiary of Silicon Valley Bancshares, a California corporation
("BANCSHARES"). This Policy is intended to provide Eligible Employees with the compensation and benefits
described herein upon the occurrence of specific events.
Certain capitalized terms used in this Policy are defined in Article VI.
.1 Eligible Employees are those employees of the Company who are classified by the Company in Grades 13 and
below. Notwithstanding the foregoing, the employees of any other wholly owned subsidiary of Bancshares also
shall be Eligible Employees under this Policy if such wholly owned subsidiary is so designated by the Company
and agrees in writing to be bound by the terms and conditions of this Policy.
.2 The rights and obligations of the Eligible Employees and the Company contained in Articles II through VI shall
survive any termination of an Eligible Employee for 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 the Eligible Employee is
entitled under this Policy are paid or otherwise provided to the Eligible Employee.
.3 The Company intends to set forth the compensation and benefits which an Eligible Employee shall be entitled
to receive in the event that there is a Change in Control or the Eligible Employee's employment with the Company
terminates following a Change in Control under the circumstances described in Article II of this Policy.
.4 As a condition of receiving benefits under this Policy, an Eligible Employee shall be required to execute a
general waiver and release in the form provided by the Company and as further described in Section 3.2.
.5 This Policy shall supersede any o