EXHIBIT 10.27
CONSULTING AGREEMENT
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This Consulting Agreement (this "Agreement") is entered
into as of the 15th day of September, 1995, among Dennis G.
Uyemura ("Consultant"), Silicon Valley Bank ("Bank"), and
Silicon Valley Bancshares ("Bancshares"). Hereinafter, the
Bank and Bancshares collectively shall be referred to as the
"Company".
RECITALS
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A. On or about the date of this Agreement, Consultant
and the Company have entered into a General Release, pursuant
to which, among other things, the Employee and the Company have
agreed that Consultant's employment with the Company is
terminated without "Cause" (as such term is defined in the
General Release [the "Termination Agreement"] ).
B. Following termination of employment with the Company
on September 15, 1995, the Company desires to engage Consultant
to (i) provide technical documentation on the Company's
financial systems, including without limitation the NDR system
(which technical documentation shall include, without
limitation, query designs, table structures and naming
conventions) (the "ISG Documentation") and (ii) assist on the
Company's transition to an Economic Value Added financial
management system (the "EVA Program"). Consultant desires to
be so engaged, on the terms and conditions set forth in this
Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration for the mutual promises
of the parties and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
Consultant and the Company hereby agree as follows:
1. ENGAGEMENT. The Company hereby engages Consultant,
and Consultant hereby accepts such engagement, to work on the
ISG Documentation and the EVA Program during the term of this
Agreement. Consultant shall perform such duties related to the
ISG Documentation and the EVA Program as requested from time to
time by the Chief Executive Officer of the Company or the Chief
Executive Officer's designees. Consultant shall be required to
provide 90 hours of services to the Company per calendar month.
Consultant shall not render consulting or other services to
third parties (other than to Stern Stewart & Co.) during the
term of this Agreement without the prior written consent of the
Company. The Company shall not withhold consent unless the
Company determines in its sole discretion that such services
would significantly interfere with Consultant's performance
under this Agreement.
2. TERM OF ENGAGEMENT AND TERMINATION.
(a) TERM. Unless sooner terminated pursuant to
subsection (b) below, the term of engagement under this
Agreement shall commence on September 15, 1995 and shall
continue until March 15, 1996.
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(b) TERMINATION. Consultant's engagement under this
Agreement shall terminate prior to the expiration of its term
upon the occurrence of any of the following:
(i) The mutual agreement of Consultant and the
Company;
(ii) At the Company's option, (1) immediately
upon a breach of this Agreement by Consultant or (2) at any
other time following two weeks' prior notice;
(iii) At the Consultant's option, at any
time following two weeks' prior notice; or
(iv) The death of Consultant.
3. COMPENSATION AND EXPENSE REIMBURSEMENT.
(a) COMPENSATION. As the total consideration for
the services and obligations of Consultant under this
Agreement, the Company shall pay Consultant $6,667 per month,
payable on the 15th and 30th day of each month during the term
of the engagement.
(b) REIMBURSEMENT OF EXPENSES. The Company shall
reimburse Consultant for any reasonable documented expenses
incurred by Consultant in the performance of Consultant's
duties under this Agreement, in accordance with the Company's
expense reimbursement policy.
4. OFFICE EQUIPMENT. During the consulting term,
Employee may use the Company's laptop computer, external disc
drive, and printer, which Consultant previously used while
employed by the Company. Within one business day following
termination of the consulting term, Consultant shall deliver
all of the above-described equipment to the Company at its
principal place of business.
5. CONFIDENTIALITY. Consultant shall not disclose any
confidential business or other information relating to the
Company, including without limitation, the EVA Program, to any
third party. This obligation to maintain the confidentiality
of the Company's business and other information shall continue
indefinitely following termination of the consulting term.
6. NON-COMPETITION. During the consulting term,
Consultant shall not provide consulting or other services,
whether directly or indirectly, for any company which
"competes" with the Company. For the purpose of this
Agreement, "compete" shall mean performing, or attempting to
perform, services to companies that provide services similar to
those provided by Company to existing or prospective clients of
the Company.
7. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be
construed in accordance with the laws of the State of
California.
(b) ENTIRE AGREEMENT. This Agreement represents the
entire agreement between the parties pertaining to the subject
matter of this Agreement. There are no promises or other terms
or obligations of the parties pertaining to this subject matter
other than as contained in this Agreement.
(c) AMENDMENT. This Agreement may be amended only
by in writing executed by Consultant and the Company.
(d) ATTORNEYS' FEES. Should any action be brought
to enforce any of the terms or conditions of this Agreement,
the prevailing party shall be entitled to recover all costs and
expenses incurred in the prosecution or defense of that action,
including attorneys' fees.
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IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
DENNIS G. UYEMURA, an individual
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SILICON VALLEY BANCSHARES
By:
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John C. Dean, Jr.
President and Chief Executive Officer
SILICON VALLEY BANK
By:
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John C. Dean, Jr.
President and Chief Executive Officer
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