Exhibit 10.31
DIRECTOR COMPENSATION BENEFITS AGREEMENT
This Agreement is made and entered into effective as of May 27, 2004 by and between Heritage
Commerce Corporation (“the Bank”), and Ranson W. Webster, an individual residing in the State of California
(the “Director”).
R E C I T A L S
WHEREAS, the Director is a member of the Board of Directors of the Bank (hereinafter the “Board”)
and has served in such capacity since April 2004;
WHEREAS, the Back desires to establish a compensation benefit program for directors who are not also
officers or employees of the Bank in order to attract and retain individuals with extensive and valuable experience
as directors; and
WHEREAS, the Director and the Bank wish to specify in writing the terms and conditions upon which
this additional compensatory incentive will be provided to the Director; NOW, THEREFORE, in consideration
of the services to be performed by the Director in the future, as well as the mutual promises and covenants
contained herein, the Director and the Bank agree as follows:
A G R E E M E N T
1.
Terms and Definitions .
1.1
Administrator . The Bank shall be the “Administrator” and, solely for the purposes of
ERISA as defined in subparagraph 1.9 below, the Named Fiduciary of this Agreement where a fiduciary is
required by ERISA.
1.2
Applicable Percentage . The term “Applicable Percentage” shall mean that percentage
which corresponds with number of “Years of Service” completed as of the date the Director Separates from
Service, or it shall be One Hundred Percent (100%), as stipulated herein for certain described events, including
but not limited to: (i) a Termination Pursuant to a Change in Control (as defined herein), provided payments have
not yet begun hereunder or (ii) upon the Director becoming Disabled while serving on the Board.
The Applicable Percentage shall retrain in effect until an adjustment occurs upon the completion
of each Year of Service (as defined her