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EXHIBIT # 10-22
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RESTRICTED STOCK BONUS AND NON-COMPETE AGREEMENT
WHEREAS, Allyn C. Woodward, Jr. (the "GRANTEE") is an employee of Silicon
Valley Bank ("BANK"), a wholly-owned subsidiary of Silicon Valley Bancshares
(the "HOLDING COMPANY"), collectively referred to herein as the "COMPANIES", and
GRANTEE's employment with the COMPANIES shall be, and is, terminated by
voluntary resignation effective April 1, 1995; and
WHEREAS, the Grantee and the Companies have agreed that it is in their
mutual interest to provide Grantee with fair and adequate compensation as
consideration for Grantee's promise not to compete with the Companies for a
reasonable period of time following the effective date of his resignation; and
WHEREAS, in August 1993, the Holding Company granted to Grantee twenty-five
thousand (25,000) shares of the Holding Company's common stock (the "Original
Grant"); and
WHEREAS, the shares under the Original Grant have been registered with the
Securities and Exchange Commission under a Form S-3/S-8; and
WHEREAS, under the Original Grant terms, the shares under the Original
Grant were to cliff vest in August 1996, such vesting contingent upon Grantee's
continued employment by the Bank; and
WHEREAS, Grantee, the Holding Company and the Bank wish to amend the terms
of the Original Grant to, among other things, delete the original cliff vesting
requirement and provide for new vesting terms; and
WHEREAS, this Agreement shall supersede any earlier agreements entered into
among the Companies and Grantee with regard to the Original Grant; and
THEREFORE, the parties agree as follows:
1. GRANT OF STOCK. The Companies hereby agree to grant Grantee twenty-
five thousand (25,000) shares of Silicon Valley Bancshares' common stock,
subject to the following vesting schedule:
Shares Vested Date
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8,333 on January 5, 1996
8,333 on January 5, 1997
8,334 on January 5, 1998
2. As consideration for this Stock Grant, Grantee agrees that he shall
not become employed or engage in any self-employment in competition with the
Companies without the consent of the Companies for the period, beginning October
31, 1996, through and including January 5, 1998 ("the vesting period"). Consent
by the Companies may be granted only in a writing, signed by the Chief Executive
Office of the Companies. For the purpose of this Agreement, the term "in
competition with" shall mean providing, or attempting to provide, products or
services similar to those provided by the Companies to existing or prospective
clients of the Companies. Notwithstanding the foregoing, it is expressly agreed
that Employee may be employed by (a) an investment banking firm, (b) a
professional search firm, (c) an accounting firm, or (d) a venture capital firm
without obtaining the prior written consent of the Chief Executive Officer of
the Companies. Grantee further agrees that should he undertake any employment
or self-employment in competition with the Companies during the vesting period
without the express written consent of the Companies, as provided herein, all
unvested portions of this Stock Grant shall be forfeited and waived and that any
and all obligations of the Companies under this Restricted Stock Bonus And Non-
Compete Agreement shall be forfeited and waived by Grantee. Upon such
forfeiture, the Companies shall become the legal and beneficial owner of the
shares forfeited and all rights and interests therein or relating thereto, and
the Companies shall have the right to retain and transfer to its own name the
number of shares forfeited.
3. ISSUANCE OF SHARE CERTIFICATES.
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A. Upon occurrence of each vesting date, the Companies shall cause
the certificate representing the vested shares to be delivered to the Grantee,
or, at its sole discretion, the Companies may, in lieu of issuance of share
certificates, make a cash payment to Grantee in an amount equal to the fair
market value of such vested shares, as of the vesting date set forth in
Paragraph 1 herein.
B. Subject to the terms hereof, the Grantee shall have all the
rights of a shareholder with respect to such shares at the time Grantee becomes
vested in such shares, under the vesting schedule set forth in Paragraph 1
herein, including without limitation the right to vote the shares and receive
any cash dividends declared thereon.
4. ADJUSTMENT FOR STOCK SPLIT. All references to the number of shares in
this Agreement shall be appropriately adjusted to reflect any stock splits,
stock dividend recapitalization, merger, consolidation, split-up, combination or
exchange of shares or other change in the shares which may be made by the
Companies after the date of this Agreement.
5. TAX CONSEQUENCES. Grantee is relying solely on his own tax advisors
in connection with the federal, state, local and foreign tax consequences of
this Agreement and the transactions contemplated by this Agreement, and has not
relied on any statements or representations of the Companies or any of its
agents. Grantee understands that the Grantee, and not the Companies, shall be
responsible for the Grantee's own tax liability that may arise as a result of
this Agreement or the transactions contemplated by this Agreement.
6. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of California.
7. ASSIGNMENT. The rights and benefits of the Companies under this
Agreement shall be transferable to any one or more persons or entities, and all
covenants and agreements hereunder shall inure to the benefit of, and be
enforceable by, the Companies' successors and assigns. The rights and
obligations of the Grantee under this Agreement shall inure to the benefit of
the Grantee's estate, executor, administrator, heirs, legatees, and devisees.
8. FAILURE OF CONSIDERATION. Should any court or other tribunal declare
or determine that Grantee's promise not to engage in employment or self-
employment in competition with the Companies is unenforceable, or is inadequate
or insufficient as consideration for the Companies' grant of shares under this
Agreement, then, as of the date of such declaration or determination, this
Restricted Stock Bonus And Non-Compete Agreement shall be null and void and the
Companies' performance of any obligations of this Agreement shall be excused and
the Companies shall be under no further obligation to the Grantee.
9. ENTIRE AGREEMENT. This Restricted Stock Bonus And Non-Compete
Agreement represents the entire agreement between the parties with respect to
the receipt of shares by the Grantee, and supersedes and replaces any and all
prior agreements and understandings between Grantee and the Companies concerning
the same.
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By the Grantee's signature below, Grantee represents that he has reviewed
this Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Agreement, and fully understands all provisions
of this Agreement. This Restricted Stock Bonus And Non-Compete Agreement is
executed as of April 1, 1995.
ALLYN C. WOODWARD, JR., GRANTEE
s/ Allyn C. Woodward, Jr.
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SILICON VALLEY BANCSHARES
By: s/ John C. Dean, Jr.
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John C. Dean, Jr.
President and Chief Executive Officer
SILICON VALLEY BANK
By: s/ John C. Dean, Jr.
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John C. Dean, Jr.
President and Chief Executive Officer
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