Exhibit 10.18


 


SVB FINANCIAL GROUP


 


SENIOR
MANAGEMENT


INCENTIVE
COMPENSATION PLAN


Effective
as of January 1, 2004


Amended as
of December 21, 2005


 


1.                                      PURPOSE.


 


The purpose of the SVB
Financial Group Senior Management Incentive Compensation Plan is: (i) to motivate,
attract, reward and retain highly qualified executives who are important to the
Company’s success, and (ii) to provide competitive compensation incentives
relating directly to the financial performance and long-term growth of the
Company.


 


2.                                      DEFINITIONS.


 


(a)                                  “Affiliates” means any parent corporation or
subsidiary corporation, whether now or hereafter existing, as those terms are
defined in Sections 424(e) and (f) of the Code, respectively.


 


(b)                                 “Award” means the cash dollar amount of
incentive compensation payable to a Member under the Plan for a Fiscal Year.


 


(c)                                  “Board” means the Board of Directors of the
Company.


 


(d)                                 “Code” means the Internal Revenue Code of
1986, as amended.


 


(e)                                  “Committee” means the Compensation Committee
of the Board, or such other committee of the Board that is designated by the
Board to administer the Plan.


 


(f)                                    “Company” means SVB Financial Group, a
Delaware corporation, and its successors.


 


(g)                                 “Fiscal Year” means the Company’s fiscal year
ending December 31, 2004, and each subsequent fiscal year thereafter.


 


(h)                                 “Guiding Principles” means the fundamental
principles, as may be set by the Company from time to time, to which
employees of the Company strive to adhere in the performance of their job
duties.


 


(i)                                     “Member” means a member of the Steering
Committee, who is an officer of the Company subject to the reporting
requirements of Section 16 of the Securities and Exchange Act of 1934, as
amended.


 


(j)                                     “Plan” means the Silicon Valley Bancshares
Incentive Compensation Plan, as amended from time to time.


 


(k)                                  “Plan Pool” means the reserved pool of cash
available for granting Awards for the Fiscal Year under the Plan.


 


(l)                                     “Steering Committee” means the Steering
Committee of the Company.


 

















 


3.                                      ADMINISTRATION


 


The Committee shall
administer the Plan and shall have full power and authority to construe,
interpret, and administer the Plan. All determinations and decisions of the
Committee shall be final, conclusive and binding upon all persons.


 


4.                                      ELIGIBILITY


 


Each Member shall be
eligible to receive Awards for any Fiscal Year under the Plan, so long as he or
she has been employed at the Company or an Affiliate for at least three months.


 


5.                                      PLAN POOL; CORPORATE AND
INDIVIDUAL TARGET


 


(a)                                  Plan Pool. All Awards under this Plan shall be made
from the Plan Pool, unless otherwise determined by the Committee. The size of
the Plan Pool for each Fiscal Year shall be determined by the Committee, based
upon the corporate targets and the individual payout targets for such Fiscal
Year as determined pursuant to Section 5(b) below. The Committee may,
at its discretion, also establish a minimum and/or maximum pool size. For
accounting purposes, the Plan Pool shall be accrued on an annual basis or on
such other basis as the Committee deems appropriate.


 


(b)                                 Corporate
Targets; Individual Payout Targets. Within the first four months of the Fiscal Year, the Committee shall
determine the corporate targets on which Awards shall be calculated. The
corporate targets shall be based on one or more indicators of the Company’s
financial performance, such as net income, earnings per share, return on
equity, earnings, gross profit and stock price. Additionally, within the first
four months of the Fiscal Year, the Committee shall determine the individual
payout targets for each Member, based on the extent of achievement of the
established corporate targets (including minimum and maximum payout targets for
underachievement or overachievement). Such individual payout targets shall be
based on the Member’s annual base salary.


 


(c)                                  Change in
Business. If, at any
time during the Fiscal Year, the Committee deems a change in the Company’s
business, operations, corporate or capital structure, the manner in which it
conducts business or any other change to be extraordinary and material and
determines that, as a result of such change, the Plan Pool or any corporate
target is no longer appropriate for such Fiscal Year, it may modify such
Plan Pool or corporate target, as it deems appropriate and equitable in its
discretion.


 


6.                                      PAYMENT OF AWARDS


 


(a)                                  Determination
of Actual Awards. Subject
to the terms and conditions herein, actual Awards to each Member under the Plan
for each Fiscal Year shall be based on: (i) the extent of achievement of
the applicable corporate targets as determined pursuant to Section 5(b) above,
and (ii) the Member’s individual payout targets. All Awards are subject to
adjustment, based on the Committee’s assessment of the Member’s contributions
and performance during the applicable Fiscal Year (including the adherence of
such Member to the Company’s Guiding Principles).


 


As soon as practicable after
the Fiscal Year (but before March 15 of such year), the Committee shall
confirm the extent to which the applicable corporate targets were achieved,
along with the amounts of the actual Awards to be paid to each Member.


 


(b)                                 Payment of
Awards. Subject to Section 6(d) below,
Awards under the Plan shall be paid in cash to Members on or before March 15
following the end of the applicable Fiscal Year. If a Member under the Plan
serves as a member of the Steering Committee for only a portion of the
applicable Fiscal Year, such Member may be entitled to receive a prorated
Award, as determined by the Committee in its sole discretion.


 

















 


(c)                                  Discretionary
Awards.
 Notwithstanding the foregoing, for any Fiscal
Year, the Committee may make such other or additional Awards to any Member
under the Plan as it deems appropriate, so long as the aggregate Awards made
under the Plan do not exceed the maximum Plan Pool (if a maximum has been
established by the Committee).


 


(d)                                 Termination
of Employment. A Member
shall have no right to any Award under the Plan for any Fiscal Year if such
Member is not actively employed by the Company or its Affiliates on the date on
which Awards are actually paid for such Fiscal Year, unless otherwise
determined by the Committee. A transfer of employment between the Company and
any of its Affiliates shall not be deemed a termination of employment.


 


6.                                      WITHHOLDING.


 


The Company or any Affiliate
shall withhold from the payment of any Award hereunder any amount required to
be withheld for taxes.


 


7.                                      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 Member’s
employment at any time, nor confer upon any Member any right to continue in the
employ of the Company or any Affiliate.


 


8.                                      NO ASSIGNMENT; CERTAIN
RIGHTS OF MEMBERS.


 


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 Member and shall not be subject in any manner
in to any claims of any creditor of any Member or beneficiary, and any attempt
to take any such action shall be null and void. During the lifetime of any
Member, payment of an Award shall only be made to such Member. Notwithstanding
the foregoing, the Committee may establish such procedures as it deems
necessary for a Member to designate a beneficiary to whom any amounts would be
payable in the event of any Member’s death.


 


To the extent a Member or
other person acquires a right to receive payment with respect to an Award
hereunder, such right shall be no greater than the right of an unsecured
general creditor of the Company or any Affiliate. All amounts payable under the
Plan shall be paid from the general assets of the Company and no special or
separate fund or deposit shall be established and no segregation of assets
shall be made to assure payment of such amounts.


 


9.                                      SUSPENSION, REVISION,
AMENDMENT OR TERMINATION OF THE PLAN.


 


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


 


10.                               GOVERNING LAW.


 


The
Plan shall be governed by the laws of California.


 


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