Amended and Restated Employment Agreement



 Exhibit 10.1 
 ABD INSURANCE AND FINANCIAL SERVICES 
 Amended and Restated 
 Employment Agreement 
 This Employment
Agreement (the “Agreement”) is made and entered into as of March 13, 2006, and amends and restates the Employment Agreement dated December 2, 2005, by and between ABD Insurance and Financial Services
(“ABD”), a California corporation, Greater Bay Bancorp, a California corporation (“GBB”) and Frederick J. de Grosz (“Executive”). 
 RECITALS 
 A. Executive has served as President and Chief Executive Officer of
ABD for many years and as such has been a significant factor in ABD’s growth and success. 
 B. ABD and GBB have determined that the
continued service of Executive as Co-Chairman of the ABD Board of Directors will serve the best interests of ABD and GBB, and Executive desires to continue in the employ of ABD as Co-Chairman. Accordingly, ABD, GBB and Executive have agreed to the
terms and conditions of such continued employment as set forth in this Agreement. 
 NOW THEREFORE, in consideration of the foregoing
recitals and the respective undertakings of ABD, GBB and Executive set forth below, ABD, GBB and Executive agree as follows: 
 1. Duration. This
Agreement shall commence on January 1, 2006 (the “Effective Date”) and shall continue until February 28, 2011, unless earlier terminated as provided in Section 5 of this Agreement (the “Employment Term”).

 2. Positions and Duties. 
 2.1
Co-Chairman. From the beginning of the Employment Term through February 28, 2009 (the “Co-Chairman Term”), the Executive shall be employed by ABD as Co-Chairman of ABD’s Board of Directors (the “ABD Board”).

 2.2 Duties and Responsibilities as Co-Chairman. As Co-Chairman, Executive will report directly to the GBB Chief Executive Officer.
Executive’s duties and responsibilities shall include, but not be limited to, assisting ABD with business development and retention, mergers and acquisitions, external marketing and goodwill; providing support to ABD’s management as
requested; preparing for and chairing all meetings of ABD’s Board; and providing other assistance, duties or oversight to ABD or GBB as, from time to time, may reasonably be designated by GBB’s Chief Executive Officer. 







 2.3 Full-time Position. The parties acknowledge that the Co-Chairman position is a
full-time position, and Executive agrees to devote all of his business time, energy and skill to the affairs of ABD and, as needed, GBB. However, ABD agrees that Executive may devote reasonable time for personal business, charitable or professional
activities, so long as such activities do not materially interfere with the Executive’s performance of services under this Agreement. 
 2.4 Continuing Services. For the balance of the Employment Term beginning March 1, 2009, and ending February 28, 2011 (the “Final Two-Year Term”) the Executive will be called upon to provide such services for ABD,
GBB, and its or their parents, subsidiaries and related entities as determined from time to time by the GBB Chief Executive Officer. Such services may include, but not be limited to, the following: 
 (a) Assisting ABD with business development and retention, external marketing and goodwill; 
 (b) Identifying potential acquisition candidates for ABD and assisting in the negotiation, analysis, due diligence and consummation of merger and
acquisition opportunities; 
 (c) Representing ABD at industry conferences and events, as requested; 
 (d) Providing support to ABD’s and GBB’s management as requested; and 
 (e) Providing other assistance, duties or advice to ABD or GBB as, from time to time, may reasonably be requested by GBB’s Chief Executive Officer.

 During the Final Two-Year Term, Executive will not be required to follow a regular daily or weekly work schedule, but Executive will be
expected to provide services for approximately 20 hours per month. 
 3. Salary, Benefits, and Bonus. 
 3.1 Base Salary. As payment for the services to be rendered by Executive as provided in Section 2 of this Agreement, ABD shall pay the
Executive a “Base Salary,” payable on ABD’s normal payroll schedule and subject to normal withholdings and other applicable deductions, as follows: 
 (a) As payment for the services to be rendered by Executive during the Co-Chairman Term, the Base Salary shall be at the rate of Thirty-seven Thousand Five Hundred Dollars ($37,500) per month (Four Hundred Fifty
Thousand Dollars ($450,000) annually) during the Co-Chairman Term. 
  

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 (b) As payment for the services to be rendered by Executive during the Final Two-Year Term, the Base
Salary shall be at the rate of Ten Thousand Dollars ($10,000) per month (One Hundred Twenty Thousand Dollars ($120,000) annually) during the Final Two-Year Term. 
 If, at the request of ABD, Executive is called upon during the Final Two-Year Term to provide services in excess of the hour expectations set forth in Section 2.4 above, Executive will be compensated at the rate
of $400.00 per hour for hours worked in excess of such hour expectations. Each month during the Final Two-Year Term, Executive shall provide ABD with a statement that he has not worked in excess of the hour expectation for the month set forth in
Section 2.4 above or evidence of his actual hours worked, within fifteen (15) days following the end of the month, and ABD will pay Executive the additional hourly compensation, if any, for such month within ten (10) business days
thereafter. 
 3.2 Restricted Stock Award and Option Grant. Executive shall be granted 18,000 restricted shares of GBB
common stock under GBB’s Amended and Restated 1996 Stock Option Plan (the “Option Plan”), subject to approval by the Compensation Committee of GBB’s Board of Directors (the “Compensation Committee”) in January 2006. The
restrictions on such restricted shares shall lapse in four equal annual installments commencing one year from the date of grant. Issuance of the restricted shares shall be subject, in all respects, to the terms and conditions of a restricted stock
grant agreement to be entered into between Executive and GBB. In addition, Executive shall be granted an option to purchase 35,000 shares of GBB common stock under the Option Plan, subject to approval by the Compensation Committee in January 2006.
Such option shall vest in three equal annual installments commencing one year from the date of grant. 
 3.3 Annual Bonus.
For each full calendar year during the Co-Chairman Term in which Executive is employed under this Agreement, Executive shall be eligible for an annual bonus (“Annual Bonus”) in an amount to be determined in the discretion of the
Chief Executive Officer of GBB; provided, however, that the range of the Annual Bonus shall be from 0% to 120% of Executive’s Base Salary, with a target of 60% of Executive’s Base Salary. Eligibility for such Annual Bonus shall be
conditioned upon Executive’s attainment of performance objectives, including annual profitability, growth, shareholder return and other performance metrics, as determined in the discretion of the Chief Executive Officer of GBB. Executive shall
be eligible for payment of such bonus only if the Executive is employed by ABD on the date such bonus is paid. The Annual 
  

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 Bonus shall be paid in equivalent restricted shares, rounded to the nearest whole share, under the Option Plan or any
successor plan maintained by GBB at or around the time the Annual Bonus is due and payable. The restrictions on such restricted shares shall lapse in three equal annual installments; provided, however, that any restrictions remaining at the end of
the Employment Term shall lapse at the end of such Employment Term. 
 3.4 Long Term Incentive Award. Executive shall
not be eligible to participate in ABD’s Long Term Incentive Plan (“Plan”). However, in the event that the Plan is funded and participants in the Plan receive Plan distributions in accordance with the terms and conditions set forth
therein, Executive will be eligible to receive a payment from ABD in an amount equal to 5% of the total funded value of the Plan, payable in accordance with the terms and conditions set forth in the Plan. 
 3.5 Stock Options. During the Employment Term, the Compensation Committee, in its discretion, may award Executive one or more options to purchase
shares of GBB common stock. The decision to grant such options will be determined by several factors, including, but not limited to, Executive’s individual performance, the grant opportunities generally provided by GBB to executives and any
decision by GBB whether to continue to award options as equity compensation. The terms and conditions of such option grants, including the vesting schedule and the exercise price of the options, shall be governed by the Option Plan or any successor
plan, as well as any applicable stock option agreements between Executive and GBB under such plan. 
 3.6 Fringe
Benefits. 
 (a) Fringe Benefits. During the Co-Chairman Term, Executive shall be entitled to participate in the
employee group benefit plans and programs of ABD, if any, on the same terms and conditions as other similarly-situated Executives to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive
eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. During the Final Two-Year Term, Executive will be permitted to participate, at his own cost (without any contribution to the premium from ABD
or GBB), in ABD’s employee medical, dental and vision plans to the extent Executive’s position, compensation, age, health and other qualifications make Executive eligible to participate in the plans, subject to the rules and regulations
applicable thereto. Upon termination of Executive’s employment, except a termination for “Cause” (as defined below), Executive will be permitted to continue participation, at his own cost (without any contribution to the premium from
ABD or GBB), in the employee health benefit plans of ABD in which he was participating as of the termination date to the extent such plans or any successor plans continue to be offered by ABD. Such participation shall be on the same terms and
conditions as he participated in such plans during the Employment Term, provided that Executive meets the eligibility requirements of the plans. 
  

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 (b) Expense Reimbursement. ABD agrees to reimburse the Executive for all reasonable, ordinary and
necessary business expenses incurred by the Executive in conjunction with his services to ABD consistent with ABD’s standard reimbursement policies. ABD shall pay travel costs incurred by the Executive in conjunction with his services to ABD
consistent with ABD’s standard travel policy. 
 (c) Vacation. During the Co-Chairman Term, Executive shall be entitled to six
(6) weeks of paid vacation annually. Any such vacation shall be subject to the terms and conditions of ABD’s vacation policy. During the Final Two-Year Term, Executive will not earn or be entitled to receive any vacation benefits.

 4. Covenants. 
 4.1 Compliance with Policies. In connection with the performance of his duties and responsibilities, Executive shall comply with all policies, rules, and procedures reasonably adopted from time to time by ABD and GBB,
including, but not limited to, GBB’s Code of Conduct and Ethics and GBB’s/ABD’s Information Security Policy. 
 4.2 No
Conflicting Employment. Executive shall not, during the Employment Term, engage in any other employment, occupation, consulting or other business activity directly related to the business in which ABD, GBB or its or their subsidiaries and
affiliates are now involved or become involved during the Employment Term, nor will Executive engage in any other activities that conflict with Executive’s obligations to ABD. Executive may deliver speeches to outside organizations, provided,
however, that any honoraria received for such speeches be turned over to ABD. Executive shall not provide services to any board of directors of any organization without the prior written approval of GBB’s Chief Executive Officer. 
 4.3 Confidential Information.  
 (a) ABD Confidential Information. Except as herein provided, Executive agrees that during and after the term of this Agreement, he (i) shall keep Confidential Information (as defined below) confidential and shall not directly or
indirectly, use, divulge, publish or otherwise disclose or allow to be disclosed any aspect of Confidential Information without the prior written consent of the GBB Chief Executive Officer except in the performance of Executive’s duties for
ABD; (ii) shall refrain from any action or conduct which might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the Confidential Information; and (iii) shall follow recommendations made by
the ABD Board or the GBB Chief Executive Officer with respect to Confidential Information. For purposes of this Agreement, “Confidential Information” includes but is not limited to trade secrets, confidential information, knowledge
or data of ABD, or any of its clients, customers, consultants, shareholders, 
  

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 licenses, licensors, vendors or affiliates, that Executive may produce, obtain or otherwise acquire or have access to
during the course of his employment by ABD (whether before or after the date of this Agreement), including but not limited to: business plans, records, and affairs; customer files and lists (including but not limited to: customers of ABD on whom
Executive called or with whom Executive became acquainted during the term of his employment); special customer matters; sales practices; methods and techniques; merchandising concepts, strategies and plans; sources of supply and vendors; special
business relationships with vendors, agents and brokers; promotional materials and information; financial matters; mergers; acquisitions; equipment, technologies and processes; selective personnel matters; inventions; developments; product
specifications; procedures; pricing information; intellectual property; technical data; software programs; finances; operations and production costs; ideas; plans technology; brokers or other entities which refer customers to ABD; proposals; market
analyses; technical services; incentives; customer needs; customer risks or risk factors; customer purchasing patterns; customer renewal or expiration data; customer concerns; ABD pricing and profit margins; ABD’s commissions and/or fees;
insurer information unique to or tailored to ABD; and other information which ABD has developed at significant expenditure of time, effort and/or expense. All Confidential Information and all tangible materials containing Confidential Information
are and shall remain the sole property of ABD. 
 (b) Third Party Information. Executive recognizes that ABD may have
received, and in the future may receive, from third parties their confidential or proprietary information subject to a duty on ABD’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.
Executive agrees that he owes ABD and such third parties, during the term of the Agreement and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and
to use it in a manner consistent with, and for the limited purposes permitted by, ABD’s agreement with such third party. 
 (c)
Return of Confidential Material. In the event of Executive’s termination of employment with ABD for any reason whatsoever, Executive agrees promptly to surrender and deliver to ABD all records, notes, materials, equipment,
drawings, documents and data of any nature pertaining to any Confidential Information or to his employment, and Executive will not retain or take with him or her any tangible materials containing or pertaining to any Confidential Information that
Executive may produce, acquire or obtain access to during the term of this Agreement. 
 4.4 Nonsolicitation. 

 (a) Nonsolicitation of Employees. Executive agrees that during the period of his employment and for two years after
the date of termination of his employment, he will not, directly or indirectly, induce, solicit, recruit or encourage any employee of ABD to leave the employ of ABD, which means that he will not: (i) disclose 
  

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 to any third party the names, backgrounds or qualifications of any employees or otherwise identify them as potential
candidates for employment; or (ii) personally or through any other person approach, recruit, interview or otherwise solicit employees to work for Executive or any other employer. 
 (b) Nonsolicitation of Customers Using Confidential Information. Executive agrees that during the period of his employment with ABD
and thereafter, he will not solicit, either on behalf of Executive of any third party, the business of any client or customer of ABD, whether past, present or prospective, using any Confidential Information. 
 (c) Nonsolicitation of Identified Customers . In addition to Executive’s obligations under Section 4.4(b),
Non-Solicitation of Customers Using Confidential Information, Executive further agrees that during the period of his employment and for two years after the date of termination of his employment, he will not solicit, either on behalf of Executive or
any third party, the business of any client or customer of ABD, whether past, present or prospective; (i) whose business Executive was directly or indirectly involved in soliciting or recruiting on behalf of ABD during the one-year period prior
to the date of Executive’s termination of employment with ABD; or (ii) whose account Executive was assigned to or whose account Executive serviced during the one-year period prior to the date of Executive’s termination of employment
with ABD. Such restriction shall not apply to any customer of ABD that terminated its relationship with ABD and became a customer of a competitor of ABD (other than a competitor with which Executive was affiliated) at least 12 months prior to the
acceptance of business by Executive. 
 (d) Independence of Terms. The Non-Solicitation terms of this Agreement, except as provided
herein, are independent of and in addition to the non-solicitation terms of the Non-Competition Agreement, dated as of March 12, 2002, entered into between Executive and GBB (the “Non-Competition Agreement”). 
 5. Termination. This Agreement and all related obligations of the Parties under this Agreement (excluding Executive’s obligations that
expressly extend beyond termination of employment) shall terminate on February 28, 2011 unless earlier terminated as follows: 
 5.1
Termination of Employment With Cause. During the Employment Term, ABD or GBB may terminate this Agreement with “Cause” at any time without advance notice. For purposes of this Agreement, “Cause” shall mean
any of the following that has a material adverse effect upon ABD or GBB: (i) willful failure or refusal to perform a substantial or material lawful directive of the ABD Board, the ABD Chief Executive Officer, the GBB Board of Directors, or the
GBB Chief Executive Officer; (ii) willful misconduct or deliberate violation of any fiduciary obligations or other duties owed ABD; (iii) performance of material duties in a grossly negligent manner 
  

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 or material violation of applicable laws or regulations in the performance of Executive’s duties as set forth
herein; (iv) Executive’s conviction of a felony; (v) Executive’s conviction of a crime involving moral turpitude, fraudulent conduct or dishonest conduct; or (vi) revocation of Executive’s insurance agent or insurance
broker license. In the event ABD or GBB terminates this Agreement for Cause, Executive shall be paid only his Base Salary earned through the date of termination, as well as pay for any vacation accrued but not used by Executive as of that date.

 5.2 Termination of Employment Without Cause (Other Than in Connection with Change in Control During Co-Chairman Term).
If ABD or GBB terminates this Agreement during the Employment Term without Cause, and provided that the termination does not occur during the Co-Chairman Term in connection with a “Change in Control” as defined for purposes of
Section 5.3 below, then ABD shall pay to Executive (i) his Base Salary earned through the termination date, as well as any accrued but unused vacation pay as of that date; (ii) his Base Salary from the date of termination through
February 28, 2011, payable in one lump sum on the first day of the seventh calendar month following the date of termination. 
 For
purposes of this Section, a termination without Cause shall include (a) any adverse and material change in the scope of Executive’s position, responsibilities or duties; (b) a diminution in Executive’s Base Salary, bonus
opportunities and benefits; (c) an increase in his normal commuting miles to reach a new worksite such that the normal commute from his home to the new worksite exceeds 35 miles each way; or (d) ABD or GBB causes an event to occur which
reasonably constitutes or results in a constructive termination (by forcing a resignation or otherwise) of the Executive’s employment. 
 5.3 Termination of Employment as a Result of a Change in Control During Co-Chairman Term. During the Co-Chairman Term, Executive shall be entitled to participate in GBB’s Change in Control Pay Plan II, as amended and restated
effective January 1, 2005, and as it may be further amended from time to time by the GBB Board of Directors. All the terms and conditions of such plan shall govern any payments that may be due to Executive as a result of termination of his
employment or this Agreement during the Co-Chairman Term in connection with a “Change in Control” as defined in such plan. In addition, if Executive’s employment or this Agreement is terminated during the Co-Chairman Term as a result
of a Change in Control, Executive shall be entitled to receive an additional Two Hundred Forty Thousand Dollars ($240,000), representing the payments that would have been made under this Agreement for services Executive would have provided during
the Final Two-Year Term, payable in one lump sum on the first day of the seventh calendar month following the date of termination. 
 5.4
Termination Due to Death or Permanent Disability. This Agreement shall terminate automatically upon death or permanent disability of Executive. In such event, Executive’s estate shall receive (i) an amount equal to the
unpaid Base 
  

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 Salary which would have been paid to Executive through February 28, 2011. Such payments shall be made as soon as
practicable, but in no case later than six (6) months following Executive’s death or permanent disability. For purposes of this Agreement, the term “permanent disability” means a medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months and which (i) renders Executive unable to engage in any substantial gainful activity; or (ii) results in the
Executive receiving income replacement benefits for a period of not less than three (3) months under any policy of long-term disability insurance maintained by ABD for the benefit of its employees. Whether or not Executive meets either of the
above conditions will be determined by ABD in its sole discretion. 
 6. Miscellaneous. 
 6.1 Waiver. The waiver of the breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of
the same or other provision hereof. 
 6.2 Notices. All notices and other communications under this Agreement shall be in writing and
shall be given by personal or courier delivery, facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given upon receipt if personally delivered or delivered by courier, on the
date of transmission if transmitted by facsimile, or three days after mailing if mailed, to the headquarters addresses of ABD and GBB and the address of Executive contained in the records of ABD at the time of such notice. Any party may change such
party’s address for notices by notice duly given pursuant to this Section 6.2. 
 6.3 Headings. The section headings used in
this Agreement are intended for convenience of reference and shall not by themselves determine the construction or interpretation of any provision of this Agreement. 
 6.4 Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to the choice of law provisions of California. Executive expressly consents to personal jurisdiction in
the state and federal courts located in California for any lawsuit arising from or relating to this Agreement, without regard to his then-current residence or domicile. 
 6.5 Survival of Obligations. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors and assigns of the parties; provided, however, that except as
herein expressly provided, this Agreement shall not be assignable either by ABD or GBB (except to an affiliate or successor of ABD or GBB) or by the Executive without the prior written consent of the other parties. 
  

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 6.6 Counterparts. This Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one and the same Agreement. 
 6.7 Withholding. All sums payable to the Executive hereunder shall be reduced
by all federal, state, local and other withholdings and similar taxes and payments required by applicable law. 
 6.8 Enforcement. If
any portion of this Agreement is determined to be invalid or unenforceable, such portion shall be adjusted, rather than voided, to achieve the intent of the parties to the extent possible, and the remainder shall be enforced to the maximum extent
possible. 
 6.9 Arbitration. Executive, ABD and GBB mutually agree that they will submit all disputes arising under
this Agreement or arising out of or related to Executive’s employment with ABD to final and binding arbitration in Redwood City, California, under the National Rules for the Resolution of Employment Disputes of the American Arbitration
Association (AAA Rules) or, if the parties mutually agree, under the Employment Arbitration Rules and Procedures of JAMS. The arbitrator selected shall have the authority to grant Executive, ABD or GBB all remedies otherwise available by law.

 Notwithstanding anything to the contrary in the AAA or JAMS Rules, the arbitration shall provide (i) for written discovery and
depositions adequate to give the parties access to documents and witnesses that are essential to the dispute and (ii) for a written decision by the arbitrator that includes the essential findings and conclusions upon which the decision is
based. Executive, ABD and GBB shall each bear his or its own costs and attorneys’ fees incurred in conducting the arbitration, and, except in such disputes where Executive asserts a claim under a state or federal statute prohibiting
discrimination in employment (“a Statutory Claim”), or as otherwise required by law, shall split equally the fees and administrative costs charged by the arbitrator and the arbitration services. In disputes where Executive asserts a
Statutory Claim against ABD, Executive shall be required to pay only the arbitration filing fee to the extent such filing fee does not exceed the fee to file a complaint in state or federal court. ABD and/or GBB shall pay the balance of the
arbitrator’s fees and administrative costs. 
 The prevailing party in the arbitration, as determined by the arbitrator, shall be
entitled to recover his or its reasonable attorneys’ fees and costs, including the costs or fees charged by the arbitrator and the arbitration service. In disputes where Executive asserts a Statutory Claim, reasonable attorneys’ fees shall
be awarded by the arbitrator based on the same standard as such fees would be awarded if the Statutory Claim had been asserted in state or federal court. 
  

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 6.10 Entire Agreement; Modifications. Except for the Non-Competition Agreement and certain other
written agreements and plans specifically referenced in this Agreement, the terms of which are expressly incorporated herein, this Agreement represents the entire understanding among the parties with respect to the subject matter of this Agreement,
and this Agreement supersedes any and all prior and contemporaneous understandings, agreements, plans, and negotiations, whether written or oral, with respect to the subject matter hereof, including, without limitation, the Employment Agreement
dated as of December 2, 2005, by and among ABD, GBB and Executive, together with the proposed Consulting Agreement attached as an exhibit thereto, and any other understandings, agreements, or obligations respecting any past or future
compensation, bonuses, reimbursements, or other payments to the Executive from ABD or GBB. All modifications to the Agreement must be in writing and signed by each of the parties hereto. 
 IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement as of the date set forth in the first paragraph. 
  

			
	ABD INSURANCE AND FINANCIAL SERVICES
		
	By:	 	 /s/ Bruce Basso
  

		 	Bruce Basso, Co-Chairman
	
	GREATER BAY BANCORP
		
	By:	 	 /s/ Byron Scordelis
  

		 	Byron Scordelis
		 	President and Chief Executive Officer
		
		 	 /s/ Frederick J. de Grosz
  

		 	Frederick J. de Grosz


  

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