Exhibit 10.7


 


AMENDED AND RESTATED


 


SVB
FINANCIAL GROUP


RETENTION
PROGRAM PLAN


 


Effective
as of January 1, 2004


Amended
as of December 21, 2005


 


PURPOSE


 


The purpose of the Amended and Restated SVB
Financial Group Retention Program Plan is to:


 


•             Recognize
the valuable contributions made by certain key individuals of the Company; and


•             Retain
and motivate those key individuals who are critical to the Company’s long-term
success.


 


The Plan is
designed to allow individuals to share in: (i) returns from designated
investments made by the Company and its Affiliates, including investments in
certain venture capital funds (including the SVB Strategic Investors Funds and
Silicon Valley BancVentures Funds) and certain direct equity investments; (ii) income
realized from the exercise of, and the subsequent sale of underlying shares of,
warrants held by the Company; and (iii) other designated amounts, as
determined by the Committee.


 


This Plan
shall be effective as of January 1, 2004, amended December 21, 2005.


 


DEFINITIONS


 


“Affiliate” means any parent corporation or
subsidiary corporation (including Bank), whether now or hereafter existing, as
those terms are defined in sections 424e) of the Internal Revenue Code of 1986,
as amended.


 


“Bank” means Silicon Valley Bank, a California
corporation and a wholly-owned subsidiary of the Company.


 


“Committee” means the Compensation Committee
of the Board of Directors of the Company.


 


“Company” means SVB Financial Group, a
Delaware corporation.


 


 “Participant” means an
employee chosen to participate in the Plan for any RP Year by the Committee in
its sole discretion and who meets the eligibility requirements provided under
this Plan.


 


“Plan” means this
Amended and Restated SVB Financial Group Retention Program Plan.


 


“Pool” means in the case of any RP Year, the
pool of returns on investments and other amounts designated by the Committee
for such RP Year under this Plan.


 


“Program” means the Company’s Retention
Program.


 


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“RP Year” means a full fiscal year of the
Company.


 


“Steering Committee” means the Steering
Committee of the Company.


 


ADMINISTRATION


 


The
Committee shall administer the Plan and shall have full power and authority to
construe, interpret and administer the Plan, including waiver of any
requirements under the Plan. The Committee may, at its discretion, delegate its
duties hereunder to the Steering Committee; provided,
however, the following
must be ratified by the Committee: (i) the allocated investments and other
amounts to be included in the Plan for each respective RP Year, and (ii) the
percentage interests in the Plan of all Steering Committee members.


 


All
determinations and decisions of the Committee shall be final, conclusive and
binding upon all persons.


 


ELIGIBILITY FOR PARTICIPATION


 


To be eligible to participate in the Plan for
any RP Year, employee Participants must: (i) be employed with the Company
or its Affiliates prior to such RP Year, (ii) be at a senior management or
partner level (or such equivalent level as determined by the Committee) prior
to such RP Year, and (iii) be ineligible to participate in other separate
variable pay plans or programs of the Company (such as Direct Drive Incentive
Compensation Plan or other similar variable compensatory plans). Additionally,
all Participants shall abide by the Company’s Code of Conduct, Venture Capital
Fund Investment Policies and Procedures, and any other applicable policies and
procedures of the Company and/or its Affiliates as determined by the Committee.


 


All Participants for each RP Year will be
selected by the Committee, at its sole discretion. Participation by Steering
Committee members must be ratified by the Committee if the Committee’s
administrative powers are delegated to the Steering Committee.


 


ANNUAL PROGRAM


 


Pool


 


Under the Plan, the Committee will, on an
annual basis, allocate certain investments and other amounts for inclusion in
the Plan for the respective RP Year. Aggregate net returns on such designated
investments and amounts will constitute the Pool from which distributions to
Participants will be made based on the Participants’ respective percentage
interests in the Plan. Such allocations will be determined on or prior to March 1
of the applicable RP Year (or such later date as the Committee determines).


 


Term


 


The Company’s obligation to make
distributions under the Plan for an RP Year will be for ten (10) years. Final
distributions from the Pool will be made to Participants on or before March 15
(or if such date is a Saturday or Sunday, the next business day) of the year
following the tenth year after the RP Year.


 


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Participants’
Percentage Interests


 


Each
Participant’s share of the Pool for each RP Year will be determined by the
Steering Committee. Participants will be notified in writing of his or her
percentage interest within sixty (60) days of such determination.


 


Distributions


 


All
distributions out of the Pool will be made by March 15 of the year
following the Company’s receipt. Distributions will be paid to Participants
only to the extent returns are received by the Company, subject to the terms
herein. If no returns are received by the Company on the investments allocated
for a specific RP Year, then no distributions will be made in the following
year.


 


Any returns which the Company may receive
in the form of stock will be retained by the Company until such time as
the Company, in its sole discretion, liquidates the stock. The Participants’
percentage interest in the proceeds realized from the liquidation of such stock
will then be paid to the Participants by March 15 following the year of
liquidation.


 


Payment of any distributions under the Plan may be
postponed, reduced and/or eliminated pursuant to applicable law or regulation
or as otherwise determined by federal and state regulations to which the
Company and its Affiliates are subject, as determined by the Committee.


 


Distributions under the Plan are accrued on a
quarterly basis.


 


Eligibility
for Distributions


 


In order to be entitled to receive
distributions, Participants must be employed by the Company or its Affiliates
on the date distributions are paid to Participants, except as otherwise
provided herein, and have satisfactory performance reviews.


 


A Participant whose performance is
unsatisfactory, as determined by such Participant’s supervisor in his or her
reasonable discretion, forfeits any distributions which the Participant would
otherwise have received by the March 15 following the year of
unsatisfactory performance. If the Participant’s performance improves to
satisfactory or above in a subsequent year, the Participant will again become
eligible to receive distributions under the Plan for such subsequent year or
years, until the expiration of the applicable 10-year term.


 


NO ASSURANCES OF DISTRIBUTIONS


 


No assurances will be made by the Company or
any of its Affiliates to any Participant as to payment of any distributions. No
Participant may have any claim against the Company in the event such
Participant does not receive a distribution because the Company did not realize
any returns from the designated investments and amounts.


 


TERMINATION OF
EMPLOYMENT


 


Except as provided below, Participants must
be employed by the Company on the date the distributions are actually paid for
any RP Year. A Participant who terminates employment with the Company forfeits
his or her interest in the Plan for all RP Years, whether or not accrued. A
transfer of employment between the Company and its Affiliates shall not be
deemed a termination of employment.


 


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Notwithstanding the foregoing, any
Participant:


 


(i)                                     (with
respect to Program participation for the 1998, 1999, 2000 and 2001 RP Years
only) whose employment terminates without cause, as determined by the Committee
in its sole discretion, and who has been: (1) an employee of the Company
or its Affiliates for 7 or more consecutive years, and (2) a Participant
in 5 or more Program plans; or


 


(ii)                                  (with
respect to Program participation for any RP Year) who retires from the Company
or any Affiliate at the age of 55 or over, and whose age at the time of
retirement, plus years of service with the Company or its Affiliates, is equal
to or greater than 60;


 


shall be entitled to continued participation in the Plan for the
applicable RP Year(s), so long as Participant:


 


(i)                                     executes a general
waiver and release, in a form satisfactory to the Company, and


 


(ii)                                  during the initial
three-year period following such termination of employment, to the extent permitted
by applicable law: (1) is bound by, or continues to be bound the Company’s
standard Confidential Information and Invention Assignment Agreement for
Employees (or similar confidentiality agreement), (2) does not compete
with the Company, and (3) does not disparage the Company. (After such
three-year period, Participant is entitled to continued participation without
any limitations.)


 


PRIOR YEAR PLANS


 


Nothing in this Plan shall be construed as
reducing any benefits, or taking away any rights, granted to any Participant
during any RP Year prior to January 1, 2004, unless consented to in
writing by such Participant.


 


WITHHOLDING


 


The Company will withhold from the payment of
any distribution hereunder any amount required to be withheld for taxes.


 


NO RIGHTS TO EMPLOYMENT


 


Nothing in this Plan shall interfere with or
limit in any way the right of the Company or any Affiliate to terminate any
Participant’s employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Affiliate.


 


NO ASSIGNMENT; CERTAIN RIGHTS OF PARTICIPANTS


 


Except as
otherwise required by applicable law, any interest, benefit, payment, claim or
right of any participant under the Plan shall not be sold, transferred,
assigned, pledged, encumbered or hypothecated by any Participant and shall not
be subject in any manner in to any claims of any creditor of any Participant or
beneficiary, and any attempt to take any such action shall be null and void. During
the lifetime of any Participant, payment of a distribution shall only be made
to such Participant. Notwithstanding the foregoing, the Committee may establish
such procedures as it deems necessary for a Participant to designate a
beneficiary to whom any amounts would be payable in the event of any
Participant’s death.


 


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To the extent
a Participant or other person acquires a right to receive a distribution
hereunder, such right shall be no greater than the right of an unsecured
general creditor of the Company or any Affiliate.


 


ARBITRATION


 


Any and all disputes or controversies arising
from or regarding the interpretation, performance, enforcement or termination
of the Plan will be resolved by final and binding arbitration under the
procedures set forth in the Arbitration Procedures and the then existing rules of
practice and procedure of the Judicial Arbitration and Mediation Services, Inc.
(or its successor entity).


 


SUSPENSION, REVISION, AMENDMENT OR
TERMINATION OF THE PLAN


 


The Committee may, from time to time,
suspend, revise, amend or terminate the Plan.


 


GOVERNING LAW


 


The Plan shall be governed by the laws of
California.


 


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