EXHIBIT
10.50


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT is made and entered into as of
this       day of
                     ,
2003 (the “Agreement”), by and between Silicon Valley Bancshares, a
Delaware corporation (the “Company”), and                       
(the “Indemnitee”).


 


WHEREAS, Indemnitee is either a
member of the board of directors of the Company (the “Board of Directors”)
or an officer of the Company, or both, and in such capacity or capacities, or
otherwise as an Agent (as defined below) of the Company, is performing a
valuable service for the Company;


 


WHEREAS,
the Company desires the benefits of having Indemnitee serve as a member of the
Board of Directors or an officer, or both, or an Agent, secure in the knowledge
that any expenses, liability and/or losses incurred by him or her in his or her
good faith service to the Company will be borne by the Company or its
successors and assigns;


 


WHEREAS, Indemnitee is willing to
serve or continue to serve in his or her position with the Company, or to take
on additional service for or on behalf of the Company, only on the condition
that he or she be indemnified as herein provided;


 


WHEREAS, the Company is aware
that because of the increased exposure to litigation costs and risks resulting
from service to corporations, talented and experienced persons are increasingly
reluctant to serve or continue to serve as directors or executive officers of
corporations unless they are protected by comprehensive liability insurance and
indemnification;


 


WHEREAS, the Company and
Indemnitee recognize the increasing difficulty in obtaining liability insurance
for directors, officers and agents of a corporation at reasonable cost; and


 


WHEREAS, the Company’s
Certificate of Incorporation (the “Certificate”) allows and requires the
Company to indemnify its directors, officers and agents to the maximum extent
permitted under Delaware law.


 


NOW,
THEREFORE, in consideration of the premises and the covenants in this
Agreement, and of Indemnitee continuing to serve the Company as an Agent and
intending to be legally bound hereby, the Company and Indemnitee hereby agree
as follows:


 


1.             Definitions. 
For purposes of this Agreement:


 


1.1           “Agent” shall mean any person
who is or was, or who has consented to serve as a, director, officer, employee
or agent of the Company or a subsidiary of the Company whether serving in such
capacity or as a director, officer, employee, agent, fiduciary, joint venturer,
partner, member, manager or other official of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise (including,
without limitation, an employee benefit plan) either at the request of, for the
convenience of, or otherwise to benefit the Company or a subsidiary of the
Company.


 


1.2           “Change of Control” shall mean
the occurrence of any of the following events after the date of this Agreement:


 


(a)           A
change in the composition of the Board of Directors, as a result of which fewer
than two-thirds of the incumbent directors are directors who either (i) had
been directors of the Company 24 months prior to such change (the “Original
Directors”) or (ii) were elected, or nominated for election, to the Board
of Directors with the affirmative votes of at least a majority in the aggregate
of the Original Directors who were still in office at the time of the


 


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election
or nomination and directors whose election or nomination was previously so
approved (the “continuing directors”);


 


(b)           Both
(i) any “person” (as such term is used in sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”))
through the acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 20 percent or more of the combined voting power of the Company’s
then outstanding securities eligible to vote for the election of the Board of
Directors; and (ii) the beneficial ownership by such person of securities representing
such percentage has not been approved by a majority of the “continuing
directors” (as defined above);


 


(c)           Any
“person” is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing at least 50% of the total voting power represented by the
Company’s then outstanding voting securities;


 


(d)           The stockholders of the Company
approve a merger or consolidation of the Company with any other corporation, if
such merger or consolidation would result in the voting securities of the
Company outstanding immediately prior thereto representing (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) 50% or less of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; or


 


(e)           The stockholders of the Company
approve (i) a plan of complete liquidation of the Company or (ii) an
agreement for the sale or disposition by the Company of all or substantially
all of the Company’s assets.


 


Any other
provision of this Section 1.2 notwithstanding, the term “Change in
Control” shall not include a transaction, if undertaken at the election of
the Company, the result of which is to sell all or substantially all of the
assets of the Company to another corporation (the “surviving  corporation”);
provided
that the surviving corporation is owned directly or indirectly by the
stockholders of the Company immediately following such transaction in
substantially the same proportions as their ownership of the Company’s common
stock immediately preceding such transaction; and provided, further,
that the surviving corporation expressly assumes this Agreement.


 


1.3           “Delaware Law” means the Delaware General
Corporation Law, as amended and in effect from time to time or any successor or
other statutes of Delaware having similar import and effect.


 


1.4           “Disinterested Director” shall mean a director of
the Company who is not and was not a party to the Proceeding in respect of
which indemnification is being sought by Indemnitee.


 


1.5           “Expenses”
shall be broadly construed and shall include, without limitation, (a) all
direct and indirect costs actually and reasonably incurred, paid or accrued,
(b) all attorneys’ fees, retainers, court costs, transcripts, fees of
experts, witness fees, travel expenses, food and lodging expenses while
traveling, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service, freight or other transportation fees and expenses,
(c) all other disbursements and out-of-pocket expenses, and
(d) amounts paid in settlement, to the extent not prohibited by Delaware
Law, in each case, in connection with either the investigation, settlement or
appeal of a Proceeding or establishing or enforcing a right of indemnification
under this


 


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Agreement,
applicable law or otherwise; provided, however, that “Expenses”
shall not include any Liabilities.


 


1.6           “Independent Legal Counsel” shall mean a law firm
or a member of a law firm selected by the Company and approved by Indemnitee
(which approval shall not be unreasonably withheld) or, if there has been a
Change in Control, selected by Indemnitee and approved by the Company (which
approval shall not be unreasonably withheld), 
that neither is presently nor in the past five years has been retained
to represent:  (a) the Company or
any of its subsidiaries or affiliates, or Indemnitee or any corporation of
which Indemnitee was or is a director, officer, employee or agent, or any
subsidiary or affiliate of such a corporation, in any matter material to either
party, or (b) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. 
Notwithstanding the foregoing, the term “Independent Legal Counsel”
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee’s right to indemnification under this Agreement.


 


1.7           “Liabilities” shall mean liabilities of any type
whatsoever, including, but not limited to, judgments (including punitive and
exemplary damages), fines, ERISA or other excise taxes and penalties, and
amounts paid in settlement (including all interest, assessments or other
charges paid or payable in connection with or in respect of any of the
foregoing).


 


1.8           “Proceeding” shall mean any pending, threatened or
completed action, claim, hearing, suit, arbitration, or any other proceeding,
whether civil, criminal, arbitrative, administrative, investigative, or any
alternative dispute resolution mechanism, whether formal or informal, including
without limitation any such Proceeding brought by or in the right of the
Company.


 


2.             Employment Rights and Duties.  Subject to any other obligations imposed on
either of the parties by contract or by law, and with the understanding that
this Agreement is not intended to confer employment rights on either party
which they did not possess on the date of its execution, Indemnitee agrees to
serve as a director or officer so long as he or she is duly appointed or
elected and qualified in accordance with the applicable provisions of the
Certificate and Bylaws (the “Bylaws”) of the Company or any subsidiary
of the Company and until such time as he or she resigns or fails to stand for
election or until his or her employment terminates.  Indemnitee may from time to time also perform other services at
the request, or for the convenience of, or otherwise benefiting the Company.
Indemnitee may at any time and for any reason resign or be removed from such
position (subject to any other contractual obligation or other obligation
imposed by operation of law), in which event the Company shall have no
obligation under this Agreement to continue Indemnitee in any such position.


 


3.             Indemnification. 
Subject to the limitations set forth herein and in Section 9
hereof, the Company hereby agrees to indemnify Indemnitee as follows:


 


The
Company shall indemnify Indemnitee to the fullest extent authorized or
permitted by Delaware Law and the provisions of the Certificate and Bylaws of
the Company in effect on the date hereof, and as Delaware Law, the Certificate
and Bylaws may from time to time be amended (but, in the case of any such
amendment, only to the extent such amendment permits the Company to provide
broader indemnification rights than Delaware Law, the Certificate and/or Bylaws
permitted the Company to provide before such amendment).  The right to indemnification conferred in
the Certificate and the Bylaws shall be presumed to have been relied upon by
Indemnitee in serving or continuing to serve the Company as a director or officer
and shall be enforceable as a contract right. 
Without in any way diminishing the scope of the indemnification provided
by the Certificate and Bylaws and this Section 3, and in addition to any
other rights of indemnification which Indemnitee may have, the Company hereby
agrees to indemnify and hold harmless Indemnitee if and whenever he or she is
or was a witness or party, or is threatened to be made a witness or a party, to
any Proceeding, including without limitation any Proceeding brought by or in the
right of the Company, by reason of the fact that he or she is or was an Agent
or by reason of anything done or not done, or alleged to have been done or not
done, by him or her in such capacity, against all Expenses and Liabilities
actually and reasonably incurred by Indemnitee or on his or her behalf in
connection with the investigation, defense, settlement or appeal of such
Proceeding.  In addition to, and not as
a limitation of, the foregoing, the rights of


 


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indemnification of
Indemnitee provided under this Agreement shall include those rights set forth
in Sections 4, 5 and 7 below. Notwithstanding the foregoing, the Company shall
be required to indemnify Indemnitee in connection with a Proceeding commenced
by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce
Indemnitee’s rights under this Agreement) only if the commencement of such
Proceeding was authorized by the Board of Directors.


 


4.             Payment of Expenses.


 


4.1           All Expenses incurred by or on behalf of Indemnitee shall
be advanced by the Company to Indemnitee within 20 days after the receipt by
the Company of a written request for such advance which may be made from time
to time, whether prior to or after final disposition of a Proceeding (unless
there has been a final determination by a court of competent jurisdiction or
decision of an arbitrator that Indemnitee is not entitled to be indemnified for
such Expenses).  Indemnitee’s
entitlement to advancement of Expenses shall include those incurred in
connection with any Proceeding by Indemnitee seeking a determination, an
adjudication or an award in arbitration pursuant to this Agreement. The written
requests shall reasonably evidence the Expenses incurred by Indemnitee in
connection therewith.  In the event that
such written request shall be accompanied by an affidavit of counsel to
Indemnitee to the effect that such counsel has reviewed such expenses and that
such expenses are reasonable in such counsel’s view, then such expenses shall
be deemed reasonable in the absence of clear and convincing evidence to the
contrary.  Indemnitee hereby undertakes
to repay to the Company the amounts advanced if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified pursuant to the
terms of this Agreement.


 


4.2           Notwithstanding any other provision in this Agreement, to
the extent that Indemnitee has been successful on the merits or otherwise in
defense of any Proceeding, Indemnitee shall be indemnified against all Expenses
actually and reasonably incurred by Indemnitee in connection therewith.


 


5.             Procedure for Determination of Entitlement to
Indemnification.


 


5.1           Whenever Indemnitee believes that Indemnitee is entitled
to indemnification pursuant to this Agreement, Indemnitee shall submit a
written request for indemnification (the “Indemnification Request”) to
the Company to the attention of the President with a copy to the General
Counsel.  This request shall include
documentation or information which is necessary for the determination of
entitlement to indemnification and which is reasonably available to Indemnitee.
In any event, Indemnitee shall submit Indemnitee’s claim for indemnification
within a reasonable time, not to exceed five (5) years after any judgment,
order, settlement, dismissal, arbitration award, conviction, acceptance of a
plea of nolo
contendere or its equivalent, or final termination, whichever is the
later date for which Indemnitee requests indemnification.  The President or the General Counsel shall,
promptly upon receipt of Indemnitee’s request for indemnification, advise the
Board of Directors in writing that Indemnitee has made such request for
indemnification.  Determination of
Indemnitee’s entitlement to indemnification shall be made no later than 60 days
after receipt of the Indemnification Request, provided that any request for
indemnification for Liabilities, other than amounts paid in settlement, shall
have been made after a determination thereof in a Proceeding.


 


5.2           The Company shall be entitled to
select the forum in which Indemnitee’s entitlement to indemnification will be
heard; provided,
however, that if there is a Change in Control of the Company,
Independent Legal Counsel shall determine whether Indemnitee is entitled to
indemnification.  The Company shall
notify Indemnitee in writing as to the forum selected, which selection shall be
any one of the following:


 


(a)           A majority vote of Disinterested Directors even though
less than a quorum.


 


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(b)           A written opinion of Independent Legal Counsel, a copy of
which shall be furnished to the Company, the Indemnitee and each member of the
Board of Directors.


 


(c)           A majority vote of the stockholders of the Company at a
meeting at which a quorum is present, with the shares owned by the person to be
indemnified not being entitled to vote thereon.


 


(d)           The court in which the Proceeding is or was pending upon
application by Indemnitee.


 


The
Company agrees to bear any and all Expenses incurred by Indemnitee or the
Company in connection with the determination of Indemnitee’s entitlement to
indemnification in any of the above forums.


 


6.             Presumptions and Effect of Certain Proceedings.  No initial finding by the Board of
Directors, its counsel, Independent Legal Counsel, arbitrators or the
stockholders shall be effective to deprive Indemnitee of the protection of this
indemnity, nor shall a court or other forum to which Indemnitee may apply for
enforcement of this indemnity give any weight to any such adverse finding in
deciding any issue before it.  Upon
making a request for indemnification, Indemnitee shall be presumed to be
entitled to indemnification under this Agreement and the Company shall have the
burden of proof to overcome that presumption in reaching any contrary
determination.  No initial
determination, in whole or in part, that Indemnitee is not entitled to
indemnification shall create a presumption in any judicial proceeding or
arbitration that Indemnitee has not met the applicable standard of conduct for,
or is otherwise not entitled to, indemnification. If the person or persons
empowered to make the determination shall have failed to make the requested
determination within 60 days after any judgment, order, settlement,
dismissal, arbitration award, conviction, acceptance of a plea of nolo
contendere or its equivalent, or other disposition or partial
disposition of any Proceeding, or any other event which could enable the
Company to determine the Indemnitee’s entitlement to indemnification, the
required determination of entitlement to indemnification shall be deemed to
have been made and the Indemnitee shall be absolutely entitled to
indemnification under this Agreement, absent (a) misrepresentation or
omission of a material fact by the Indemnitee in the request for
indemnification or (b) a specific finding that all or any part of such
indemnification is expressly prohibited by law or this Agreement.  The termination of any Proceeding by
judgment, order, settlement, arbitration award or conviction, or upon a plea of
nolo
contendere or its equivalent, shall not, of itself,
(i) adversely affect the rights of Indemnitee to indemnification except as
indemnification may be expressly prohibited under this Agreement, or
(ii) establish a presumption with regard to any factual matter relevant to
determining Indemnitee’s rights to indemnification hereunder.


 


7.             Remedies of Indemnitee in Cases
of Determination Not to Indemnify or to Advance Expenses.


 


7.1           In the event that (a) an initial determination is
made that Indemnitee is not entitled to indemnification, (b) advances for
Expenses are not made when and as required by this Agreement, (c) payment
has not been timely made following a determination of entitlement to
indemnification pursuant to this Agreement, or (d) Indemnitee otherwise
seeks enforcement of this Agreement, Indemnitee shall be entitled to a final
adjudication in an appropriate court of the State of Delaware of his or her
entitlement to such indemnification or advance.  Alternatively, unless court approval is required by law for the
indemnification sought by Indemnitee, Indemnitee at Indemnitee’s option may
seek an award in arbitration to be conducted by a single arbitrator pursuant to
the commercial arbitration rules of the American Arbitration Association now in
effect, which award is to be made within 90 days following the filing of the
demand for arbitration.  Except as set
forth herein, the provisions of Delaware law shall apply to any such
arbitration.  The Company shall not
oppose Indemnitee’s right to seek any such adjudication or arbitration award.
In any such proceeding or arbitration, Indemnitee shall be presumed to be
entitled to indemnification and advancement of Expenses under this Agreement
and the Company shall have the burden of proof to overcome that presumption.


 


7.2           In
the event that a determination that Indemnitee is not entitled to
indemnification, in whole or in part, has been made pursuant to Section 5
hereof, the decision in the judicial proceeding or arbitration provided in
Section 7.1 shall be made de novo and


 


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Indemnitee
shall not be prejudiced by reason of an initial determination that Indemnitee
is not entitled to indemnification.


 


7.3           If an initial determination is made or deemed to have been
made pursuant to the terms of this Agreement that Indemnitee is entitled to
indemnification, the Company shall be bound by such determination in the
absence of (a) a misrepresentation or omission of a material fact by
Indemnitee in the request for indemnification or (b) a specific finding
(which has become final) by a court of competent jurisdiction that all or any
part of such indemnification is expressly prohibited by law.


 


7.4           The Company and Indemnitee agree herein that a monetary
remedy for breach of this Agreement, at some later date, will be inadequate,
impracticable and difficult of proof, and further agree that such breach would
cause Indemnitee irreparable harm. 
Accordingly, the Company and Indemnitee agree that Indemnitee shall be
entitled to temporary and permanent injunctive relief to enforce this Agreement
without the necessity of proving actual damages or irreparable harm.  The Company and Indemnitee further agree
that Indemnitee shall be entitled to such injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent
injunctions, without the necessity of posting bond or other undertaking in
connection therewith.  Any such
requirement of bond or undertaking is hereby waived by the Company, and the
Company acknowledges that in the absence of such a waiver, a bond or
undertaking may be required by the court.


 


7.5           The Company shall be precluded from asserting that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable.  The Company shall
stipulate in any such court or before any such arbitrator that the Company is
bound by all the provisions of this Agreement and is precluded from making any
assertion to the contrary.


 


7.6           All Expenses incurred by Indemnitee in connection with his
or her request for indemnification under, seeking enforcement of, or recovery
of damages for breach of, this Agreement shall be borne and advanced by the
Company.


 


8.             Other Rights to Indemnification.  Indemnitee’s rights of indemnification and
advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may now or in the future be
entitled under applicable law, the Certificate, the Bylaws, agreement, vote of
stockholders or Disinterested Directors, insurance or other financial
arrangements, or otherwise.


 


9.             Limitations on Indemnification.  No indemnification pursuant to
Section 3 shall be paid by the Company nor shall Expenses be advanced
pursuant to Section 4:


 


9.1           Insurance. 
To the extent that Indemnitee has received reimbursement pursuant to
such liability insurance as may exist for Indemnitee’s benefit.  Notwithstanding the availability of such
insurance, Indemnitee also may claim indemnification from the Company pursuant
to this Agreement by assigning to the Company any claims under such insurance
to the extent Indemnitee is paid by the Company.  Indemnitee shall reimburse the Company for any sums he or she
receives as indemnification from other sources to the extent of any amount paid
to him or her for that purpose by the Company;


 


9.2           Section 16(b).  On account and to the extent of any wholly or partially
successful claim against Indemnitee for an accounting of profits made from the
purchase or sale by Indemnitee of securities of the Company in violation of the
provisions of Section 16(b) of the Exchange Act or similar provisions of
any federal, state or local statutory law;


 


9.3           Section 304
Forfeiture.  On account and to the
extent of any wholly or partially successful claim against Indemnitee that such
amounts include amounts paid in bonus or other incentive-based or equity-based
compensation, or profits from the sale of securities, that the


 


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Indemnitee
is required to reimburse to the Company under Section 304 of the
Sarbanes-Oxley Act of 2002;


 


9.4           Unauthorized Settlements.  Provided there has been no Change in
Control, for Liabilities in connection with Proceedings settled without the
Company’s consent, which consent, however, shall not be unreasonably withheld;


 


9.5           Unlawful Indemnification.  To the extent it would be otherwise
prohibited by law, if so established by a judgment or other final adjudication
adverse to Indemnitee;


 


9.6           Indemnitee’s Proceedings.  Except as otherwise expressly provided in this Agreement, in
connection with all or any part of a Proceeding which is initiated or
maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee
against the Company or its directors, officers, employees or other Agents,
unless (a) such indemnification is expressly required to be made by
Delaware Law, (b) the Proceeding was authorized by a majority of the
Disinterested Directors, (c) there has been a Change of Control, or
(d) such indemnification is provided by the Company, in its sole
discretion, pursuant to the powers vested in the Company under Delaware Law;


 


9.7           Actions
Initiated by Federal Banking Agency. 
If and to the extent it is sustained in connection with an
administrative or civil enforcement action which is initiated by a federal
banking agency and results in a final adjudication or finding against
Indemnitee; or


 


9.8           Indemnification
Prohibited by FDIC or Federal Banking Law. 
If and to the extent that, on the date thereof, it is a prohibited
indemnification payment under the regulations and the general policy of the
Federal Deposit Insurance Corporation (including, without limitation, 12 C.F.R.
Part 359.0 et seq.) or federal banking law (including, without limitation, 12
U.S.C. Section 1828(k)), as both are amended and in effect on the date of
such payment.


 


10.           Duration and Scope of Agreement; Binding Effect.  This Agreement shall continue so long as
Indemnitee shall be subject to any possible Proceeding subject to
indemnification by reason of the fact that he or she is or was an Agent and
shall be applicable to Proceedings commenced or continued after execution of
this Agreement, whether arising from acts or omissions occurring before or
after such execution.  This Agreement
shall be binding upon the Company and its successors and assigns (including any
direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business or assets of the Company) and shall
inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors, administrators and other legal representatives.  The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or
otherwise) to all or substantially all of the Company’s business or assets by
written agreement in form and substance reasonably satisfactory to the
Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if
no such succession had taken place.


 


11.           Notice by Indemnitee and Defense of Claims.  Indemnitee agrees promptly to notify the
Company in writing upon being notified of any matter which may be subject to
indemnification hereunder or upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
matter which may be subject to indemnification hereunder, whether civil,
criminal, arbitrative, administrative or investigative; but the omission so to
notify the Company will not relieve the Company from any liability which it may
have to Indemnitee if such omission does not actually prejudice the Company’s
rights and, if such omission does prejudice the Company’s rights, it will
relieve the Company from liability only to the extent of such prejudice; nor
will such omission relieve the Company from any liability which it may have to
Indemnitee otherwise than under this Agreement.  With respect to any Proceeding:


 


(a)           The Company will be entitled to participate therein at its
own expense;


 


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(b)           Except as otherwise provided below, to the extent that it
may wish, the Company jointly with any other indemnifying party similarly
notified will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee; provided, however, that the Company shall
not be entitled to assume the defense of any Proceeding if there has been a
Change in Control.  After notice from
the Company to Indemnitee of its election so to assume the defense thereof and
the assumption of such defense, the Company will not be liable to Indemnitee
under this Agreement for any Expenses subsequently incurred by Indemnitee in
connection with Indemnitee’s defense except as otherwise provided below.  Indemnitee shall have the right to employ
his or her counsel in such Proceeding, but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense
thereof and the assumption of such defense shall be at the expense of
Indemnitee unless (i) the employment of counsel by Indemnitee has been
authorized by the Company, (ii) Indemnitee shall have reasonably concluded
that there may be a conflict of interest between the Company and Indemnitee in
the conduct of the defense of such action or that the Company’s counsel may not
be adequately representing Indemnitee or (iii) the Company shall not in
fact have employed counsel to assume the defense of such action, in each of
which cases the fees and expenses of Indemnitee’s counsel shall be at the
expense of the Company; and


 


(c)           The Company shall not be liable to indemnify Indemnitee
under this Agreement for any amounts paid in settlement of any action or claim
effected without the Company’s written consent.  The Company shall not settle any action or claim in any manner
which would impose any limitation or penalty on Indemnitee without Indemnitee’s
written consent.  Neither the Company
nor Indemnitee will unreasonably withhold its or his or her consent to any
proposed settlement.


 


12.           Contribution.  To the fullest extent permissible under
applicable law, if the indemnification provided for in this Agreement is
unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of
indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any claim relating
to an indemnifiable event under this Agreement, in such proportion as is deemed
fair and reasonable in light of all of the circumstances of such Proceeding in
order to reflect (a) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to
such Proceeding; and/or (b) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in connection with
such event(s) and/or transaction(s).


 


13.           Maintenance
of Insurance.  The Company represents
that it presently has in place certain directors’ and officers’ liability
insurance policies covering its directors and officers.  Subject only to the provisions within this
Section 13, the Company agrees that so long as Indemnitee shall have
consented to serve or shall continue to serve as a director or officer of the
Company, or both, or as an Agent of the Company, and thereafter so long as
Indemnitee shall be subject to any possible Proceeding, the Company will use
all reasonable efforts to maintain in effect for the benefit of Indemnitee one
or more valid, binding and enforceable policies of directors’ and officers’
liability insurance from established and reputable insurers, providing, in all
respects, coverage both in scope and amount which is no less favorable than
that provided by such preexisting policies. 
Notwithstanding the foregoing, the Company shall not be required to
maintain said policies of directors’ and officers’ liability insurance during
any time period if during such period such insurance is not reasonably
available or if it is determined in good faith by the then directors of the
Company either that:


 


(a)           The premium cost of maintaining such
insurance is substantially disproportionate to the amount of coverage provided
thereunder; or


 


(b)           The protection provided by such
insurance is so limited by exclusions, deductions or otherwise that there is
insufficient benefit to warrant the cost of maintaining such insurance.


 


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Anything
in this Agreement to the contrary notwithstanding, to the extent that and for
so long as the Company shall choose to continue to maintain any policies of
directors’ and officers’ liability insurance during the period described in
this Section 13, the Company shall maintain similar and equivalent
insurance for the benefit of Indemnitee during such period (unless such
insurance shall be less favorable to Indemnitee than the Company’s existing
policies).


 


14.           Subrogation.


 


In the event of payment under this Agreement, the
Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and shall do
everything that may be necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.


 


15.           Miscellaneous Provisions.


 


15.1  Severability; Partial Indemnity.  If any provision or provisions of this Agreement (or any portion
thereof) shall be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable for any reason whatever:  (a) such provision shall be limited or modified in its
application to the minimum extent necessary to avoid the invalidity, illegality
or unenforceability of such provision; (b) the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby; and (c) to the fullest extent
possible, the provisions of this Agreement shall be construed so as to give
effect to the intent manifested by the provision (or portion thereof) held
invalid, illegal or unenforceable.  If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Expenses or Liabilities of any type
whatsoever incurred by him or her in the investigation, defense, settlement or
appeal of a Proceeding but not entitled to all of the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for such total amount except as
to the portion thereof for which it has been determined pursuant to
Section 5 hereof that Indemnitee is not entitled.


 


15.2  Identical Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this
Agreement.


 


15.3  Interpretation of Agreement.  It is understood that the parties hereto intend this Agreement to
be interpreted and enforced so as to provide indemnification to Indemnitee to
the fullest extent now or hereafter permitted by law.


 


15.4  Headings.  The headings
of the Sections and paragraphs of this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect
the construction thereof.


 


15.5  Modification and Waiver. 
No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties to this
Agreement.  No waiver of any provision
of this Agreement shall be deemed to constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver.  No waiver of any provision of
this Agreement shall be effective unless executed in writing.


 


15.6  Mutual
Acknowledgement.  The Company and
Indemnitee acknowledge that in certain instances, federal law or applicable
public policy may prohibit the Company from indemnifying or advancing Expenses
to Indemnitee under this Agreement or otherwise.


 


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15.7  Notices.  All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given when (i) delivered by
hand and receipted for by the party to whom said notice or other communication
shall have been directed, (ii) one business day after being deposited with a
nationally recognized overnight courier service, (iii) three business days
after being deposited in the U.S. Mail, certified or registered mail, return
receipt requested, or (iv) one business day after being sent by facsimile (with
receipt acknowledged):


 


(a)           If to Indemnitee, to the address set forth on the
signature page hereof;


 


(b)           If to the Company, to:


 


Silicon Valley Bancshares


3003 Tasman Drive


Santa Clara, California
95054-1191


Attention:              President


Facsimile:               [(408) 496-2495]


 


With a copy to:


 


Silicon Valley Bancshares


3003 Tasman Drive


Santa Clara, California
95054-1191


Attention:              General Counsel


Facsimile:               (408) 496-2495


 


or to
such other address as may have been furnished to Indemnitee by the Company or
to the Company by Indemnitee, as the case may be.


 


15.8  Governing Law.  The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, as applied to
contracts between Delaware residents entered into and to be performed entirely
within Delaware.


 


15.9  Consent to Jurisdiction. 
The Company and Indemnitee each hereby irrevocably consent to the
jurisdiction of the courts of the State of Delaware for all purposes in
connection with any action or proceeding which arises out of or relates to this
Agreement and agree that any action instituted under this Agreement shall be
brought only in the state courts of the State of Delaware.


 


15.10  Entire Agreement. 
This Agreement represents the entire agreement between the parties hereto,
and there are no other agreements, contracts or understanding between the
parties hereto with respect to the subject matter of this Agreement, except as
specifically referred to herein or as provided in Sections 2 and 8 hereof.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly
authorized officer and Indemnitee has executed this Agreement as of the date
first above written.


 


	
   

  	
  SILICON VALLEY
  BANCSHARES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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  [INDEMNITEE]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Address:

  
	
   

  	
  Facsimile:

  



 


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