Exhibit 10.22
AMENDMENT NO.1 TO
DIRECTOR INDEXED COMPENSATION BENEFITS AGREEMENT
This Amendment, made and entered into by and between Heritage Bank of Commerce, a bank chartered
under the laws of the State of California (the “Bank”), and Frank G. Bisceglia, an individual residing in the State
of California (the “Director”), amends certain provisions of the Director Indexed Compensation Benefits
Agreement dated June 19, 1997 between the Bank and the Director (the Agreement) for the purposes set forth
hereinafter.
R E C I T A L S
WHEREAS, the Banks accountants, Deloitte & Touche LLP, have notified the Bank of a change in the
accounting treatment accorded to the Index Benefits under the Agreement, which increases the benefits expense
to the Bank;
WHEREAS, the Bank and the Director have agreed to delete the Index Benefits and substitute a defined
benefit payable during the Directors life in order to (a) reduce the benefit expense increase caused by the change
in accounting treatment, and (b) maintain, to the extent feasible, a benefit entitlement which is substantially
equivalent, but not in excess of the projected Index Benefits under the Agreement; and
WHEREAS, it is the intent of the Bank and the Director that this Amendment be effective as of October
21, 1999, and except as amended herein, the terms and conditions of the Agreement shall remain in full force and
effect.
NOW, THEREFORE, in consideration of the services to be performed by the Director in the future, as
wel1 as the mutual promises and covenants contained herein, the Bank and the Director agree as follows:
A G R E E M E N T
1.
The Agreement is hereby amended as follows:
a.
The terms “Index”, “Indexed” and “Index Benefit”, whether plural or singular, and all
references to payments related thereto as set forth in the Agreement and Schedules thereto, are hereby deleted.
b.
All provisions in the Agreement which refer in any manner to payment or distribution of
Direc