Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”)
is entered into by and between HERITAGE COMMERCE CORP, a California bank
holding company (the “Company”),
HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and Michael R. Ong, an individual (the “Executive”)
as of August 12, 2008 (the “Effective Date”).


 


RECITALS


 


WHEREAS, the Company is a California corporation and a
bank holding Company registered under the Bank Holding Company Act of 1956, as
amended, subject to the supervision and regulation of the Board of Governors of
the Federal Reserve System,


 


WHEREAS, the Company is the parent holding company for
the Bank, which is a California banking association, subject to the supervision
and regulation of the California Department of Financial Institution and the
Federal Reserve Board,


 


WHEREAS, the Board of Directors of the Company and the
Bank has approved and authorized the entry into this Agreement with the
Executive; and


 


WHEREAS, the parties desire to enter into this
Agreement to set forth the terms and conditions for the employment relationship
of the Executive with the Company and the Bank.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the promises and
mutual covenants and agreements herein contained and intending to be legally
bound hereby, the Company, the Bank and the Executive hereby agree as follows:


 


1.             Employment.


 


1.1           Title.  The Executive is employed as Executive Vice
President/Chief Risk Officer of the Bank. 
In this capacity, the Executive shall have such duties and
responsibilities as may be designated to him by the President of the Bank and
in accordance with the objectives or policies of the Board of Directors, from
time to time, in connection with the business activities of the Bank.


 


1.2           Devotion to Bank Business.  The Executive shall devote his full business
time, ability, and attention to the business of the Bank during the term of
this Agreement and shall not during the term of this Agreement engage in any
other business activities, duties, or pursuits whatsoever, or directly or
indirectly render any services of a business, commercial, or professional
nature to any other person or organization, whether for compensation or
otherwise, without the prior written consent of the Board of Directors of the
Bank.  It shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or
charitable boards or committees, (B) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (C) manage personal
investments, so long as such activities do not significantly interfere with the
performance of the Executive’s responsibilities as an employee of the Bank in 


 


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accordance with this Agreement.  Nothing in this Agreement shall be
interpreted to prohibit the Executive from making passive personal
investments.  However, the Executive
shall not directly or indirectly acquire, hold, or retain any interest in any
business competing with or similar in nature to the business of the Bank and
the Company, except as permitted by Company policies or authorized by the Chief
Executive Officer of the Company.


 


1.3           Standard.  The Executive will set a high standard of
professional conduct given his role with the Bank and his responsibility
relative to the Bank’s presence and stature in the community.  The Executive will, at all times, emulate
this high professional standard of conduct in order to develop and enhance the
Bank’s reputation and image.  The
Executive’s and his family’s eligibility and all other terms and conditions of
the Executive’s participation in the Bank’s or Company’s benefit, insurance and
disability plans and programs will be governed by the official plan documents
which may change from year-to-year. 
Notwithstanding the foregoing, at a minimum the Executive shall be
entitled to the same benefits as all other executives in comparable positions
with the Bank.  The Executive will comply
with all applicable rules, policies and procedures of the Bank and any of its
subsidiaries and all pertinent regulatory standards as may affect the Bank and
the Company.


 


1.4           Location.  The Executive shall provide services for the
Bank at its principal executive offices located in San Jose California.  The Executive agrees that the Executive will
be regularly present at the Bank’s principal executive offices and that the
Executive may be required to travel from time to time in the course of
performing the Executive’s duties for the Bank.


 


1.5           No Breach of Contract.   The Executive hereby represents to the
Company and the Bank that:  (i) the
execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive’s duties hereunder shall not constitute a
breach of, or otherwise contravene, the terms of any other agreement or policy
to which the Executive is a party or by which he is otherwise bound; (ii) that
the Executive has no information (including, without limitation, confidential
information or trade secrets) of any other person or entity which the Executive
is not legally and contractually free to disclose the Bank; and (iii) that
the Executive is not bound by any confidentiality, trade secret or similar
agreement (other than this Agreement) with any other person or entity.  Notwithstanding this provision, Executive has
disclosed the fact that he is subject to a nonsolicitation agreement with a
former employer Comerica Bank, which will expire on January 02, 2009.


 


2.             Term.  The term of this Agreement shall be a period
of one (1) year from the Effective Date, subject to the termination
provisions of Section 6.  Upon the
occurrence of the first annual anniversary of the Effective Date, and on each
anniversary date thereafter, the term of this Agreement shall be deemed
automatically extended for an additional one (1) year term, subject to the
termination provisions of Section 6.


 


3.             Compensation.


 


3.1           Salary.  The Executive shall receive a salary at an
annual rate of $240,000 which will be paid in accordance with the Bank’s normal
payroll procedures including applicable adjustments for withholding taxes.  The Executive shall receive such annual
increases in salary, 


 


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if any, as may be determined by the Company’s Board of
Directors annual review of the Executive’s compensation each year during the
term of this Agreement.  Participation in
deferred compensation, discretionary or performance bonus, retirement, stock
option and other employee benefit plans and in fringe benefits shall not reduce
the annual rate.


 


3.2           Incentive Compensation.  The Executive shall be entitled to receive an
annual incentive compensation payment pursuant to the terms of the Heritage
Commerce Corp Management Incentive Compensation Plan in effect at the date of
this Agreement and as amended at any future date or pursuant to any successor
incentive plan or arrangement adopted by the Bank or the Company for its
officers (the “Incentive Plan”).  Notwithstanding any terms of the Incentive
Plan to the contrary, an annual payment under the Incentive Plan for a fiscal
year shall be paid to the Executive no later than the 15th day of the third
month following the end of the calendar year in which the annual incentive
compensation payment is no longer subject to a substantial risk of
forfeiture.  Except as set forth in the
Incentive Plan or this Agreement, or in any successor incentive plan or
arrangement, no incentive compensation payments shall be prorated for a partial
year during the year Executive terminates his employment and the Executive
shall not be entitled to receive incentive compensation payments for any year
during the term of this Agreement in which Executive was not employed by the
Bank or the Company for the full fiscal year (not including his initial year of
employment).


 


3.3           2004 Stock Option Plan.  The Executive will receive a nonqualified
Stock Option grant of 25,000 shares of Common Stock pursuant to the terms of
the Company’s 2004 Stock Option Plan (the “2004 Plan”).  The exercise price will be the Fair Market
Value for the Company’s Common Stock on the date of grant as defined in the
2004 Plan.  The Executive’s options will
vest in daily increments of 1/1460th from the date of grant until
fully vested and shall expire ten years from the date of grant.  All such options shall be subject to the
terms and conditions of the 2004 Plan and shall be conditioned upon the
Executive’s execution of an option agreement with the Company in a form
specified by the Company.


 


3.4           Other Benefits.  The Executive shall be entitled to those
benefits adopted by the Bank and the Company for all officers of the Bank,
subject to applicable qualification requirements and regulatory approval
requirements, if any.  To the extent that
the level of such benefits is based on seniority or compensation levels, the
Company and the Bank shall make appropriate and proportionate adjustments to
the Executive’s benefits.  The Executive
shall be further entitled to the following additional benefits which shall
supplement or replace, to the extent duplicative of any part or all of the
general officer benefits, the benefits otherwise provided to the Executive:


 


(a)           Vacation.  The Executive shall be entitled to paid
vacation in accordance with the most favorable plans, policies, programs and
practices of the Bank as in effect for the Executive or for other executives in
comparable positions with the Bank; provided, however, that the Executive shall
be entitled to earn paid vacation at the rate of not less than 25 days vacation
days for each calendar year (reduced pro rata for any partial year), of which
at least 10 days (reduced pro rata for any partial year) must be taken
consecutively.  Vacation may be accrued
in accordance with the Company’s policy. 
The date or dates of vacation shall be determined by the Executive and
the Bank’s President, and will be subject to the Bank’s business requirements.


 


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(b)           Automobile Allowance and Insurance.  The Bank or the Company will pay to the
Executive an automobile allowance in the amount of $700 per month during the
term of this Agreement.  The Bank or the
Company shall reimburse the Executive for gasoline expenditures related to use
of the automobile acquired or used by the Executive upon presentation and
approval of receipts, invoices or other appropriate evidence of such expense in
accordance with the policies of the Bank or the Company.  The Executive shall acquire or otherwise make
available for his business and personal use an automobile suitable to his
position and maintain it in good condition and repair.  The Executive shall obtain and maintain
public liability insurance and property damage insurance policies with insurer(s) acceptable
to the Bank and the Company and with such coverages in such amounts as may be
acceptable to the Bank and the Company from time to time.  The Bank or the Company may elect to provide
and pay for such insurance policies in lieu of the Executive maintaining such
policies.


 


(c)           Insurance.  The Bank or the Company shall provide during
the term of this Agreement at no cost to the Executive group life, health
(including medical, dental, vision and hospitalization), accident and
disability insurance coverage for the Executive and his dependents through a
policy or policies provided by the insurer(s) selected by the Bank or the
Company in their sole discretion on the same basis as all other executives in
comparable positions with the Bank.


 


(d)           401(k).  The Company maintains a 401(k) plan for
its eligible employees.  Subject to the
terms and conditions set forth in the official plan documents, the Executive
will be eligible to participate in the 401(k) plan, and shall receive a
matching contribution in accordance with the terms of the 401(k) plan from
the Company.


 


(e)           Employee Stock Ownership Plan.  The Executive will be eligible to participate
in the Company’s Employee Stock Ownership Plan (“ESOP”),
subject to the terms and conditions of the ESOP.


 


3.5           Business Expenses; Memberships.  The Executive shall be entitled to incur and
be reimbursed for all reasonable business expenses.  The Bank agrees that it will reimburse the
Executive for all such expenses upon the presentation by the Executive, from
time to time, of an itemized account of such expenditures setting forth the
date, the purposes for which incurred, and the amounts thereof, together with
such receipts showing payments in conformity with the Bank’s established
policies.  Reimbursement shall be made
within a reasonable period after the Executive’s submission of an itemized
account in accordance with the Bank’s policies. 
The Bank or the Company will reimburse the Executive for the monthly
dues at one country club of the Executive’s choice.


 


4.             Indemnity.  The Bank and the Company shall indemnify and
hold the Executive harmless from any cost, expense or liability arising out of
or relating to any acts or decisions made by the Executive on behalf of or in
the course of performing services for the Bank to the same extent the Bank and
the Company indemnifies and holds harmless other executive officers and
directors of the Bank and in accordance with the articles of incorporation,
bylaws and established policies of the Bank and the Company.


 


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5.             Certain
Terms Defined.  For purposes of this Agreement:


 


5.1           “Accrued Obligations”
means the sum of the Executive’s Base Salary and accrued vacation through the
Date of Termination to the extent not theretofore paid, outstanding expense
reimbursements and any compensation previously deferred by the Executive to the
extent not theretofore paid.


 


5.2           “Base Salary”
means, as of any Date of Termination of employment, the highest average salary
of the Executive for any consecutive 12 months of the last 36 months preceding
such Date of Termination.


 


5.3           “Cause” shall
mean (i) the Executive willfully breaches or habitually neglects the
duties which the Executive is required to perform under this Agreement; (ii) the
Executive commits an intentional act of moral turpitude that has a material
detrimental effect on the reputation or business of the Bank or the Company; (iii) the
Executive is convicted of a felony or commits any material and actionable act
of dishonesty, fraud, or intentional material misrepresentation in the
performance of the Executive’s duties under this Agreement; (iv) the
Executive engages in an unauthorized disclosure or use of inside information,
trade secrets or other confidential information; or (v) the Executive
willfully breaches a fiduciary duty, or violates any law, rule or
regulation, which breach or violation results in a material adverse effect on
the Company and the Bank (taken as a whole). 
If the Bank decides to terminate the Executive’s employment for Cause,
the Bank will provide the Executive with notice specifying the grounds for
termination, accompanied by a brief written statement stating the relevant
facts supporting such grounds.


 


5.4           “Change of Control”
shall mean, subject to the limitations of Section 409A of the Code, set
forth in Section 7 of this Agreement, the earliest occurrence of one of
the following events:


 


(a)           the acquisition (or acquisition
during the 12 month period ending on the date of the most recent acquisition)
by any individual, entity, or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 40% or more of either (i) the then outstanding shares
of common stock of the Company (the “Outstanding the Company
Common Stock”) or (ii) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (“Outstanding Company Voting
Securities”); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of
Control; (i) any acquisition directly from the Company, (ii) any
acquisition by the Company that reduces the number of shares issued and
outstanding through a stock repurchase program or otherwise, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or the Bank or any corporation controlled by the
Company or the Bank or (iv) any acquisition by any corporation pursuant to
a transaction which complies with clauses (i), (ii) and (iii) of
subsection (c) of this Section 5.4; or


 


(b)           individuals who, as of the Effective
Date, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason other than
resignation, death or 


 


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disability to constitute at least a majority of the
Company’s Board of Directors during any 12 month period; provided, however,
that any individual becoming a director subsequent to the Effective Date whose
election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Company’s Board of Directors; or


 


(c)           consummation of a reorganization,
merger or consolidation of the Company or the Bank, or sale or other
disposition (in one transaction or a series of transactions) of any assets of
the Bank or the Company having a total fair market value equal to, or more
than, 40% of the total gross fair market value of all of the assets of the Bank
or the Company immediately prior to such acquisition or acquisitions (a “Business Combination”), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Common Stock and Outstanding Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50%
of, respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns all or substantially all
of the Company’s or Bank’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Common Stock
and Outstanding Voting Securities, as the case may be, (ii) no Person
(excluding any corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or the Bank or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination, and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of the Company’s Board of Directors at the
time of the execution of the initial agreement, or of the action of the Company’s
Board of Directors, providing for such Business Combination; or


 


(d)           approval by the shareholders of the
Company of a complete liquidation or dissolution of the Company.


 


5.5           “Code” means the
Internal Revenue Code of 1986, as amended and any successor provisions to such
sections.


 


5.6           “Change of Control Period”
shall mean the period of time (a) commencing on the earlier of (i) 120
days before the date the Change of Control occurs, or if earlier, 120 days
before a definitive agreement is executed by the Company or the Bank for a
transaction described in Section 5.4(c) (provided, however, that in
the event of this subsection (a)(i) the 


 


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Executive reasonably demonstrates that his termination
of employment should it occur was either (x) at the request of a third
party who has taken steps reasonably calculated to effect a change in control,
or (y) otherwise arose in connection with a Change in Control), or (ii) the
date the Change of Control occurs, and (b) ending on the last day of the
24th calendar month immediately following the month the Change of
Control occurred.


 


5.7           “Date of Termination”
means (i) if the Executive’s employment is terminated due to the Executive’s
death, the Date of Termination shall be the date of death; (ii) if the
Executive’s employment is terminated due to Disability, the Date of Termination
is the Disability Effective Date; (iii) if the Executive’s employment is
terminated by the Bank or the Company for Cause, the Date of Termination is the
date on which the Bank or the Company gives notice to the Executive of such
termination; (iv) if the Executive’s employment is terminated by the Bank
or the Company without Cause or voluntarily by the Executive, the Date of
Termination shall be the date specified in the notice of termination; and (v) if
the Executive’s employment terminates for any other reason, the Date of
Termination shall be the Executive’s final date of employment.


 


5.8           “Disability”
shall mean a physical or mental condition of the Executive which occurs and
persists and which, in the written opinion of a physician selected by the Bank
or its insurers and acceptable to the Executive or the Executive’s legal
representative, and, in the written opinion of such physician, the condition
will render the Executive unable to return to his duties for an indefinite
period of not less than 180 days.


 


5.9           “Highest Annual Bonus”
shall mean the highest bonus or incentive compensation amount paid to (or
earned by) the Executive in any of the three (3) fiscal years (or in any
shorter number of years if the length of employment of the Executive is less
than three (3) years) immediately preceding the termination.


 


6.             Termination.


 


6.1           This Agreement may be terminated for
the following reasons:


 


(a)           Death.  This Agreement shall terminate automatically
upon the Executive’s death.


 


(b)           Disability.  In the event of the Executive’s Disability,
the Bank may give the Executive a notice of termination.  In such event, the Executive’s
employment  with the Bank and this
Agreement shall terminate without further act of the parties effective on the
30th day after receipt of such notice by the Executive (the “Disability Effective Date”) provided, however, that within
the 30 days after such receipt, the Executive shall not have returned to
full-time performance of the Executive’ duties. 
Unless otherwise agreed in writing between the Executive, the Bank and
the Company, the Executive shall immediately cease performing and discharging
the duties and responsibilities of his positions and remove himself and his
personal belongings from the Bank’s and the Company’s premises.  All rights and obligations accruing to the Executive
under this Agreement shall cease at such termination, except that such
termination shall not prejudice the Executive’s rights regarding employment
benefits which shall have 


 


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accrued prior to such termination, and any other
remedy which the Executive may have at law, in equity or under this Agreement,
which remedy accrued prior to such termination.


 


(c)           Cause.  The Bank or the Company may terminate the
Executive’s employment and this Agreement for Cause.  Unless otherwise agreed in writing between
the Executive, the Bank and the Company, the Executive shall immediately cease
performing and discharging the duties and responsibilities of his positions and
remove himself and his personal belongings from the Bank’s and the Company’s
premises.  All rights and obligations
accruing to the Executive under this Agreement shall cease at such termination,
except that such termination shall not prejudice the Executive’s rights
regarding employment benefits which shall have accrued prior to such
termination, and any other remedy which the Executive may have at law, in
equity or under this Agreement, which remedy accrued prior to such termination.


 


(d)           Termination by Bank or the Company
without Cause.  The Bank or the
Company may, at its election and in its sole discretion, terminate the
Executive’s employment and this Agreement at any time and for any reason or for
no reason, upon 30 days prior written notice to the Executive, without
prejudice to any other remedy to which the Bank or the Company may be entitled
either at law, in equity or under this Agreement.  Unless otherwise agreed in writing between
the Executive, the Bank and the Company, the Executive shall immediately cease
performing and discharging the duties and responsibilities of his positions and
remove himself and his personal belongings from the Bank’s and the Company’s
premises.  All rights and obligations
accruing to the Executive under this Agreement shall cease at such termination,
except that such termination shall not prejudice the Executive’s rights
regarding employment benefits which shall have accrued prior to such
termination, including the right to receive the severance benefits specified in
Section 6.2(a) or 6.2(b) below, and any other remedy which the
Executive may have at law, in equity or under this Agreement, which remedy
accrued prior to such termination.


 


(e)           Voluntary Termination by Executive.  The Executive may terminate his employment
and this Agreement at any time and for any reason or no reason, upon 30 days
prior written notice to the Bank and the Company.  Unless otherwise agreed in writing between
the Executive, the Bank and the Company, the Executive shall immediately cease
performing and discharging the duties and responsibilities of his positions and
remove himself and his personal belongings from the Bank’s and the Company’s
premises All rights and obligations accruing to the Executive under this
Agreement shall cease at such termination, except that such termination shall
not prejudice the Executive’s rights regarding employment benefits which shall
have accrued prior to such termination and any other remedy which the Executive
may have at law, in equity or under this Agreement, which remedy accrued prior
to such termination.


 


6.2           Certain Benefits upon Termination.


 


(a)           Termination without Cause.  In the event this Agreement is terminated
based on Section 6.1(d) (termination without cause), then in such
case, the Executive shall receive the Accrued Obligations on the Date of Termination,
and severance benefits constituting of:


 


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(i)            cash payment in the amount equal to
one (1) times the Executive’s (A) Base Salary and (B) the
Highest Annual Bonus, payable in a lump sum within 30 days of the Date of
Termination, and


 


(ii)           continuation of group insurance
coverages specified in Section 3.4(c) of this Agreement on terms at
least equal to those if the Executive’s employment had not been terminated, but
not less favorable than that provided to other executives in comparable
positions with the Bank, for a period of 12 months from the Date of
Termination, including, continuation of medical coverage for the Executive and
his dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act
of 1985 (“COBRA”), or under applicable California
law pursuant to Assembly Bill No 1401 (“Cal COBRA”),
with one hundred percent (100%) of premiums for the insurance coverages payable
by the Bank or the Company monthly to the Executive for a period of 12 months
from the Date of Termination.  After
expiration of the 12 month period, the Executive and his dependents shall have
such rights to continue to participate under the Bank’s or the Company’s group
insurance coverages specified in Section 3.4(c) of this Agreement at
the Executive’s expense to the extent available under the terms of the plan or
benefit.  The Executive agrees to notify
the Bank or the Company as soon as practicable, but not less than 10 business
days in advance of the commencement of comparable insurance coverages with
another employer.  The Bank’s obligation
for the 12 month period specified herein with respect to the foregoing benefits
shall be limited to the extent that the Executive obtains any such benefits
pursuant to a subsequent employer’s benefit plans, in which case the Bank may
reduce the coverage of any benefits it is required to provide the Executive
hereunder so long as the aggregate coverages and benefits of the combined
benefit plans of the new employer are not substantially less favorable to the
Executive than the coverages and benefits required to be provided hereunder.


 


Notwithstanding the foregoing or any other provision
of this Agreement, if any part or all of the severance benefits is subject to
taxation under Section 409A of the Code, as determined by the Bank or the
Company, with the advice of its independent accounting firm or other tax
advisors, then the severance benefits shall be subject to modification as set
forth in Section 7 of this Agreement.


 


Notwithstanding the foregoing, when the Executive is
entitled to the serverence benefits provided in Section 6.2(b), then
Executive shall not be entitled to the severance benefits pursuant to this Section 6.2(a).


 


The Executive acknowledges and agrees that severance
benefits pursuant to this Section 6.2(a) are in lieu of all damages,
payments and liabilities on account of the early termination of this Agreement
and are the sole and exclusive remedy for the Executive for a termination
specified in Section 6.1(d).


 


(b)           Termination and Change in Control.  In the event of a Change in Control and at
any time during the Change of Control Period (x) the Executive’s
employment is terminated, or (y) without Executive’s written consent there
occurs any material adverse change in the nature and scope of the Executive’s
position, responsibilities, duties, or a change of 10 miles or more in the
Executive’s location of employment, or any material reduction in Executive’s
compensation or benefits and Executive voluntarily terminates his employment,
then 


 


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the Executive shall receive the Accrued Obligations on
the Date of Termination, and the severence benefits consisting of:


 


(i)            a cash payment in an amount equal to
two (2) times the Executive’s (A) Base Salary and (B) Highest
Annual Bonus, payable in lump sum within 30 days following such termination;
and


 


(ii)           continuation of group insurance
coverages specified in Section 3.4 (c) of this Agreement on
terms at least equal to those if the Executive’s employment had not been
terminated, but not less favorable than that provided to other executives in
comparable positions with the Bank, for a period of 24 months from the Date of
Termination, including continuation of medical coverage for the Executive and
his dependents pursuant to Consolidated Omnibus Budget Reconciliation Act of
1985 (“COBRA”), or under applicable California
law pursuant to Assembly Bill No. 1401 (“Cal COBRA”),
with one hundred percent (100%) of premiums for the insurance coverages payable
by the Bank or the Company monthly to the Executive for a period of 18 months
from the Date of Termination and monthly reimbursement to the Executive for the
next 6 months.  After such expiration of
the 24 month period, the Executive and his dependents shall have such rights to
continue to participate under the Bank’s or the Company’s group insurance
coverages specified in Section 3.4(c) of this Agreement at the
Executive’s expense to the extent available under the terms of the plan or benefit.  The Executive agrees to notify the Bank or
the Company as soon as practicable, but not less than 10 business days in
advance of the commencement of comparable insurance coverages with another
insurance carrier.  The Bank’s obligation
for the 24 month period specified herein with respect to the foregoing benefits
shall be limited to the extent that the Executive obtains any such benefits
pursuant to a subsequent employer’s benefit plans, in which case the Bank may
reduce the coverage of any benefits it is required to provide the Executive
hereunder so long as the aggregate coverages and benefits of the combined
benefit plans of the new employer are not substantially less favorable to the
Executive than the coverages and benefits required to be provided hereunder.


 


Notwithstanding the foregoing or any other provision
of this Agreement, if any part or all of the severance benefits is subject to
taxation under Section 409A of the Code, as determined by the Bank or the
Company, with the advice of its independent accounting firm or other tax
advisors, then the severance payment shall be subject to modification as set
forth hereafter in Section 7 of this Agreement.


 


The Executive acknowledges and agrees that severance
benefits pursuant to this Section 6.2(b) are in lieu of all damages,
payments and liabilities on account of the events described above for which
such severance benefits may be due the Executive under Section 6.2(b) 
of this Agreement.  This Section 6.2(b) shall
be binding upon and inure to the benefit of the Bank and the Company and their
respective successors and assigns.


 


Notwithstanding the foregoing, the Executive shall not
be entitled to receive severance benefits pursuant to this Section 6.2(b) in
the event his termination of employment results from an occurrence described in
Sections 6.1(a), 6.1(b) or 6.1(c).


 


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(c)           Death.  If the Executive’s employment terminates by
reason of the Executive’s death, this Agreement shall terminate without further
obligations to the Executive’s legal representatives under this Agreement,
other than for payment of Accrued Obligations and any incentive compensation
for the year in which the death occurred prorated through the Date of
Termination.  Accrued Obligations shall
be paid to the Executive’s estate or beneficiary, as applicable, in a lump sum
in cash within 30 days of the Date of Termination; provided, however,
that payment may be deferred until the Executive’s executor or personal
representative has been appointed and qualified pursuant to the laws in effect
in the Executive’s jurisdiction of residence at the time of the Executive’s
death.  The Executive’s estate and/or
beneficiaries shall be entitled to receive, benefits at least equal to the most
favorable benefits provided by the Bank to the estate and beneficiaries of
other executives in comparable positions with the Bank under such plans,
programs, practices and policies relating to death benefits, if any as in
effect on the date of the Executive’s death.


 


(d)           Disability.  If the Executive’s employment terminates
during the Term by reason of the Executive’s Disability, this Agreement shall
terminate without further obligations to the Executive under this Agreement,
other than for payment of Accrued Obligations, and any incentive compensation
for the year in which the termination occurs prorated through the Date of
Termination and any benefits under such plans, programs, practices and policies
relating to disability benefits, if any, as in effect on the Date of
Termination.


 


(e)           Cause/Voluntary
Termination.  If the Executive’s
employment terminates for Cause, this Agreement shall terminate without further
obligations to the Executive other than the obligation to pay to the Executive
the Accrued Obligations.  If the
Executive’s employment terminates due to the Executive’s voluntarily
termination this Agreement shall terminate without further obligations to the
Executive other than the obligation to pay to the Executive the Accrued
Obligations.


 


(f)            Single Trigger
Event.  The provisions for payments
contained in this Section 6.2 may be triggered only once during the term
of this Agreement, so that, for example, should the Executive be terminated
because of a Disability and should there thereafter be a Change of Control,
then the Executive would be entitled to be paid only under Section 6.2(d) and
not under Section 6.2(b), as well. In addition, the Executive shall not be
entitled to receive severance benefits of any kind from any parent, wholly
owned subsidiary or other affiliated entity of the Bank or the Company if in
connection with the same event of series of events the payments provided for in
this Section 6.2 have been triggered.


 


7.             Section 409A
Limitation.  It is the intention of
the Bank, the Company and the Executive that the severance benefits payable to
the Executive under Section 6.2 either be exempt from, or otherwise comply
with, Section 409A (“Section 409A”)
of the Code.


 


Notwithstanding any other term or provision of this
Agreement, to the extent that any provision of this Agreement is determined by
the Bank or the Company, with the advice of its independent accounting firm or
other tax advisors, to be subject to and not in compliance with Section 409A,
including, without limitation, the definition of Change in Control or the
timing of commencement and completion of severance benefits and/or other
benefit payments to the Executive hereunder, or the amount of any such
payments, such provisions shall be interpreted in 


 


11

















 


the manner required to
exempt the benefit from or to comply with Section 409A.  The Company, the Bank and the Executive
acknowledge and agree that such interpretation could, among other matters, (i) limit
the circumstances or events that constitute a “change in control;” (ii) delay
for a period of 6 months or more, or otherwise modify the commencement of
severance and/or other benefit payments; (iii) modify the completion date
of severance and/or (iv) other benefit payments and/or reduce the amount
of the benefit otherwise provided.


 


The Company, Bank and the Executive further
acknowledge and agree that if, in the judgment of the Bank or the Company, with
the advice of its independent accounting firm or other tax advisors, amendment
of this Agreement is necessary to exempt the benefits from or to comply with Section 409A,
the Bank, the Company and the Executive will negotiate reasonably and in good
faith to amend the terms of this Agreement to the extent necessary so that it
exempts the benefits from or to comply with Section 409A (with the most
limited possible economic effect on the Bank, the Company and the
Executive).  For example, if this
Agreement is subject to Section 409A and Section 409A requires that
severance and/or other benefit payments must be delayed until at least 6 months
after the Executive terminates employment, then the Bank, the Company and the
Executive shall delay payments and/or promptly seek a written amendment to this
Agreement that would, if permissible under Section 409A, eliminate any
such payments otherwise payable during the first 6 months following the
Executive’s termination of employment and substitute therefore a lump sum
payment or an initial installment payment, as applicable, at the beginning of
the 7th month following the Executive’s termination of employment which, in the
case of an initial installment payment, would be equal in the aggregate to the
amount of all such payments thus eliminated. 
Notwithstanding the foregoing, (a) the Executive and his dependents
shall not be denied access to and participation in any health or medical
insurance coverage and benefits, for any period of time the Executive and his
dependants are otherwise eligible, and (b) the Executive acknowledges and
agrees that the Company or the Bank shall have the exclusive authority to
determine whether the Executive is a “specified employee” within the meaning of
Section 409A(a)(2)(B)(i).


 


8.             Gross
Up Of Section 280G and 409A Tax. 
If all or any portion of the amounts payable to the Executive under this
Agreement, either alone or together with other payments or benefits which the
Executive has the right to receive from the Bank or the Company, constitute “excess
parachute payments” within the meaning of Section 280G of the Code, that
are subject to the excise tax imposed by Section 4999 of the Code (or
similar tax and/or assessment) , or any tax is imposed on the Executive under Section 409A,
the Bank or the Company (and its successor) shall increase the amounts payable
under this Agreement to the extent necessary to afford the Executive
substantially the same economic benefit under this Agreement as the Executive
would have received had no such excise tax under Section 280G or tax under
Section 409A been imposed on the payments due the Executive under this
Agreement.  The determination of the
amount of any such taxes shall be made by the independent accounting firm
employed by the Bank or the Company, immediately prior to the Change in
Control, or such other independent accounting firm or advisor as may be
mutually agreeable to the Bank or the Company (and their respective successor),
and the Executive in the exercise of their reasonable good faith judgment.  If, at a later date, it is determined
(pursuant to final regulations or published rulings of the Internal Revenue
Service, final judgment of a court of competent jurisdiction, or otherwise)
that the amount of any such taxes payable to the Executive is greater than the
amount initially so determined, then the Bank or the Company (or its successor)
shall pay to the Executive an 


 


12

















 


amount equal to the sum of such additional taxes and
any interest, fines and penalties resulting from such underpayment, plus an
amount necessary to reimburse the Executive substantially for any income,
excise or other taxes payable by the Executive with respect to such amounts.  All gross-up payments made hereunder, shall be
paid within the period specified by Treasury Regulation Section 1.409A-3(i)(1)(v) so
that the gross-up payment shall qualify as providing for payment at a specified
time or on a fixed schedule.


 


9.             Assignment.  This Agreement will inure to the benefit of
and be binding upon the Bank and the Company and any of their respective
successors and assigns.  In view of the
personal nature of the services to be performed under this Agreement by the
Executive, the Executive will not have the right to assign or transfer any of
his rights, obligations or benefits under this Agreement.  The Bank and the Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Bank or the Company to assume expressly and agree to perform this Agreement in
the same manner and to the same extent that the Bank and the Company would be
required to perform it if no such succession had taken place.  As used in this Agreement, “Bank” or “the
Company” shall mean the Bank or the Company, as applicable, as hereinbefore
defined and any successor to the Company’s or Bank’s  business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise.


 


10.           Specific
Performance.  The Executive hereby
represents and agrees that the services to 
be performed under the terms of this Agreement are of a special, unique,
unusual, extraordinary, and intellectual character that gives them a peculiar
value, the loss of which cannot be reasonably or adequately compensated in
damages in an action at law.  The
Executive therefore expressly agrees that the Bank and the Company, in addition
to any other rights or remedies that the Bank and the Company may possess,
shall be entitled to injunctive and other equitable relief to prevent or remedy
a breach of this Agreement by the Executive.


 


11.           Noncompetition, No
solicitation And Nondisclosure By The Executive


 


(a)           Definitions.  The term “Trade Secrets” shall be given its
broadest possible interpretation and shall mean any information, including
formulas, patterns, compilations, reports, records, programs, devices, methods,
know-how, negative know-how, techniques, raw material properties and
specifications, formulations, discoveries, ideas, concepts, designs, technical
information, drawings, data, customer and supplier lists, information regarding
customers, buyers and suppliers, distribution techniques, production processes,
research and development projects, marketing plans, general financial
information and financial information concerning customers, the Company’s or
the Bank’s legal, business and financial structure and operations, and other
confidential and proprietary information or processes which (i) derive
independent economic value, actual or potential, from not being generally known
to the public or to other persons who can obtain economic value from its
disclosure or use and (ii) are the subject of efforts that are reasonable
under the circumstances to maintain its secrecy.


 


The term “Proprietary Information” shall also be given
its broadest possible interpretation and shall mean any and all information
disclosed or made available by the Bank to the Executive including, without
limitation, any information which is not publicly known or available and upon
which the Bank’s business or success depends.


 


13

















 


(b)           The Executive shall
not, during the term of this Agreement, directly or indirectly, either as an
employee, employer, consultant, agent, principal, stockholder (except as
permitted in Section 1.2  of this
Agreement), officer, director, or in any other individual or representative
capacity, engage or participate in any competitive banking or financial
services business without the prior written consent of the Board of Directors
of the Bank or the Company.


 


(c)           Following termination
of this Agreement and the Executive’s employment hereunder, the Executive shall
not use any Trade Secret or Proprietary Information of the Bank or the Company
or their affiliates and subsidiaries to solicit, encourage or assist, directly,
indirectly or in any manner whatsoever, (i) any employees of the Bank, the
Company or their affiliates and subsidiaries (including any former employees
who voluntarily terminated employment with the Bank or the Company within a 12
month period prior to the Executive’s termination of employment) to resign or
to apply for or accept employment with any other competitive banking or
financial services business within the counties in California in which the Bank
has located its headquarters or branch offices; or (ii) any customer,
person or entity that has a business relationship with the Bank or during the
12 month period prior to the Executive’s termination of employment with the
Bank was engaged in a business relationship with the Bank, to terminate such
business relationship and engage in a business relationship with any other
competitive banking or financial services business within the counties in
California in which the Bank has located its headquarters or branch offices.


 


(d)           In addition and not as
any limitation on the provisions of this Section 11, following termination
of this Agreement and the Executive’s employment hereunder and for 12 months
thereafter, the Executive shall not directly or indirectly, individually or as
a consultant to, or as an employee, officer, stockholder, director or other
owner of or participant in any business entity that engages in or seeks to
engage in any banking or financial services business, solicit (or assist in
soliciting) any person who is, or at any time within 1 month prior to the
Executive’s termination of employment was, an employee of the Company or the
Bank who earned $25,000 on an annual rate or more as an employee of the Company
or the Bank to work for (as an employee, consultant or otherwise) any business,
individual, partnership, firm, corporation, or other entity whether or not
engaged in competitive business with the Bank or the Company.


 


12.           Disclosure
of Information.  The Executive shall
not, at any time or in any manner, directly or indirectly, either before or
after termination of this Agreement, without the prior written consent of the
Board of Directors of the Company or except as required by law to comply with
legal process including, without limitation, by oral questions,
interrogatories, requests for information or documents, subpoena, civil
investigative demand or similar process, use for his own benefit or the benefit
of any other person or entity, or otherwise disclose or communicate to any
person or entity including, without limitation, the media or by way of the
World Wide Web, any information concerning any Trade Secret or Proprietary
Information of the Company or the Bank. 
The Executive further recognizes and acknowledges that any Trade Secrets
concerning any customers of the Bank or the Company and their respective
affiliates and subsidiaries, as it may exist from time to time, is strictly
confidential and is a valuable, special and unique asset of the Bank’s and the
Company’s business.  In the event the
Executive is required by law to disclose Trade Secrets or Proprietary
Information, the Executive will provide the Bank and the Company, and their
counsel with immediate notice of such request so that they may consider seeking
a protective order.  If, in the absence
of a protective order or the receipt of a waiver 


 


14

















 


hereunder, the Executive is nonetheless, in the
written opinion of knowledgeable counsel, compelled to disclose Trade Secrets
or Proprietary Information to any tribunal or any other party or else stand
liable for contempt or suffer other material censure or material penalty, then
the Executive may disclose (on an “as needed” basis only) such information to
such tribunal or other party without liability hereunder.  Notwithstanding the foregoing, the Executive
may disclose Trade Secrets or Proprietary Information as may be required by any
regulatory agency having jurisdiction over the operations of the Bank or the
Company in connection with an examination of the Bank or the Company or other
proceeding conducted by such regulatory agency.


 


13.           Written,
Printed or Electronic Material.  All
written, printed or electronic material, notebooks and records including,
without limitation, computer disks, blackberry (or similar devices), or lap top
used by the Executive in performing duties for the Bank or the Company, other
than the Executive’s personal address lists, telephone lists, notes and
diaries, are and shall remain the sole property of the Bank and the
Company.  Upon termination of employment,
the Executive shall promptly return all such material (including all copies,
extracts and summaries thereof) to the Bank.


 


14.           Miscellaneous.


 


14.1         Notice.  For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when personally delivered or 3 days
after the date of mailing by United States mail, certified or registered,
return receipt requested, postage prepaid, addressed to the respective
addresses set forth below, or to such other addresses as either party may have
furnished to the other in writing in accordance herewith, except that notice of
a change of address shall be effective only upon actual receipt:


 


	
   

  	
   

  	
  Company:

  	
   

  	
  HERITAGE COMMERCE CORP

  150 Almaden Blvd. 

  San Jose, CA 95113 

  Attn: Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bank:

  	
   

  	
  HERITAGE BANK OF COMMERCE 

  150 Almaden Blvd. 
 San Jose, CA
  95113 

  Attn: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  with a copy to:

  	
   

  	
  Buchalter Nemer

  1000 Wilshire Boulevard, Suite 1500 
 Los Angeles,
  CA 90017-2457  

  Attn: Mark A. Bonenfant, Esq.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive:

  	
   

  	
  Michael R. Ong 

  150 Almaden Boulevard 

  San Jose, CA 95113

  



 


15

















 


14.2         Amendments or
Additions.  No amendment,
modification or additions to this Agreement shall be binding unless in writing
and signed by the parties hereto.


 


14.3         Section Headings.  The section headings used in this Agreement
are included solely for convenience and shall not affect, or be used in
connection with, the interpretation of this Agreement.


 


14.4         Severability.  The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.


 


14.5         Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but both of
which together will constitute one and the same instrument.


 


14.6         Mediation.  Prior to engaging in any legal or equitable
litigation or other dispute resolution process, regarding any of the terms and
conditions of this Agreement between the parties, or concerning the subject
matter of the Agreement between the parties, each party specifically agrees to
engage in good faith, in a mediation process at the expense of the Bank,
complying with the procedures provided for under California Evidence Code
Sections 1115 through and including 1125, as then currently in effect.  The parties further and specifically agree to
use their best efforts to reach a mutually agreeable resolution of the matter.  The parties understand and specifically agree
that should any party to this Agreement refuse to participate in mediation for
any reason, the other party will be entitled to seek a court order to enforce
this provision in any court of appropriate jurisdiction requiring the
dissenting party to attend, participate, and to make a good faith effort in the
mediation process to reach a mutually agreeable resolution of the matter.


 


14.7         Arbitration.  To the extent not resolved through mediation
as provided in Section 14.6, all claims, disputes and other matters in
question arising out of or relating to this Agreement, any termination of the
Executive’s employment, the enforcement or interpretation of this Agreement, or
because of an alleged breach, default, or misrepresentation in connection with
any of the provisions of this Agreement, including (without limitation) any
state or federal statutory claims, shall be resolved by binding arbitration in
Santa Clara County, California, before a sole arbitrator (the “Arbitrator”) mutually selected by the parties from Judicial
Arbitration and Mediation Services (“JAMS”) in
accordance with the rules and procedures of JAMS then in effect.  If JAMS is no longer able to supply the
arbitrator, such arbitrator shall be mutually selected from the American
Arbitration Association (“AAA”).  The obligation of the parties to arbitrate
pursuant to this clause shall be specifically enforced in accordance with, and
shall be conducted consistently with the provisions of Title 9 of Part 3
of the California Code of Civil Procedure as the exclusive remedy of such
dispute; provided, however, that provisional injunctive relief may, but need
not, be sought in a court of law while arbitration proceedings are pending, and
any provisional injunctive relief granted by such court shall remain effective
until the matter is finally determined by the Arbitrator.  Final resolution of any dispute through
arbitration may include any remedy or relief that the Arbitrator deems just and
equitable, including any and all remedies provided by applicable state or
federal statutes.  At the conclusion of
the arbitration, the Arbitrator shall issue a written decision that sets forth
the essential findings 


 


16

















 


and conclusions upon which the Arbitrator’s award or
decision is based.  Any award or relief
granted by the Arbitrator hereunder shall be final and binding on the parties
hereto and may be enforced by any court of competent jurisdiction.


 


14.8         Attorneys Fees.  In the event of litigation, arbitration or
any other action or proceeding between the parties to interpret or enforce this
Agreement, or any part thereof or relating to this Agreement, the prevailing
party shall be entitled to recover its costs related to such action or
proceeding and its reasonable fees of attorneys, accountants and expert
witnesses incurred by such party in connection with any such action or
proceedings.  The prevailing party shall
be deemed to be the party which obtains substantially the relief sought by
final resolution, compromise or settlement, or as may otherwise be determined
by order of a court of competent jurisdiction in the event of litigation, an
award or decision of an arbitrator in the event of arbitration.


 


14.9         Entire Agreement.  This Agreement supersedes any and all
agreements, either oral or in writing, between the parties with respect to the
employment of the Executive by the Bank and the Company and contains all of the
covenants and agreements between the parties with respect to the employment of
the Executive by the Bank and the Company; provided, however, that, this
Agreement does not supersede or replace the rights and benefits under any stock
option agreement between the Company and the Executive as specified in Section 3.3
of this Agreement.  Each party to this
Agreement acknowledges that no other representations, inducements, promises, or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not set forth herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party.


 


14.10       Waiver.  The failure of a party to insist on strict
compliance with any of the terms, provisions, covenants, or conditions of this
Agreement by another party shall not be deemed a waiver of any term, provision,
covenant, or condition, individually or in the aggregate, unless such waiver is
in writing, nor shall any waiver or relinquishment of any right or power at any
one time or times be deemed a waiver or relinquishment of that right or power
for all or any other times.


 


14.11       Severability.  If any provision in this Agreement is held by
a court of competent jurisdiction or arbitrator to be invalid, void, or
unenforceable, the remaining provisions shall nevertheless continue in full
force and effect without being impaired or invalidated in any way.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


 


14.12       Interpretation.  This Agreement shall be construed without
regard to the party responsible for the preparation of the Agreement and shall
be deemed to have been prepared jointly by the parties.  Any ambiguity or uncertainty existing in this
Agreement shall not be interpreted against any party, but according to the
application of other rules of contract interpretation, if an ambiguity or
uncertainty exists.


 


14.13       Governing Law and Venue.  The laws of the State of California, other
than those laws denominated choice of law rules, shall govern the validity,
construction and effect of this Agreement. 
Any action which in any way involves the rights, duties and obligations
of the 


 


17

















 


parties hereunder and is not resolved by binding
arbitration shall be brought in the courts of the State of California and venue
for any action or proceeding shall be in Santa Clara County or in the United
States District Court for the Northern District of California, and the parties
hereby submit to the personal jurisdiction of said courts.


 


14.14       Payments Due Deceased
Executive.  If the Executive dies
prior to the expiration of the term of his employment (except termination
resulting from such death), any payments that may be due the Executive from the
Bank or the Company under this Agreement as of the date of death shall be paid
to the Executives heirs, beneficiaries, successors, permitted assigns or
transferees, executors, administrators, trustees, or any other legal or
personal representatives.


 


14.15       Effect of Termination on
Certain Provisions.  Upon the
termination of this Agreement, the obligations of the Bank, the Company and the
Executive hereunder shall cease except to the extent of the Bank’s or the
Company’s obligation to make payments, if any, to or for the benefit of the
Executive following termination, and provided that Sections 3.3 and 3.4(d) (and
as provided in existing agreements relating to these sections) and
Sections 4, 6.2, 7, 8, 9, 10, 11, 12, 13, 14.3, 14.4, 14.6, 14.7, 14.8, 14.9,
14.10, 14.11, 14.12, 14.13, 4.14 and 14.15 shall remain in full force and
effect.


 


[Remainder of page intentionally
left blank]


 


18

















 


14.16       Advice of Counsel and
Advisors.  The Executive acknowledges
and agrees that he has read and understands the terms and provisions of this
Agreement and prior to signing this Agreement, he has had the advice of counsel
and/or such other advisors as he deemed appropriate in connection with his
review and analysis of such terms and provisions of this Agreement.


 


IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement on the date first indicated above.


 


	
   

  	
  “COMPANY”

  
	
   

  	
   

  	
   

  
	
   

  	
  HERITAGE
  COMMERCE CORP,

  
	
   

  	
  a California
  bank holding company

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Kaczmarek

  
	
   

  	
   

  	
          Walter Kaczmarek,

  
	
   

  	
   

  	
          Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  “BANK”

  
	
   

  	
   

  	
   

  
	
   

  	
  HERITAGE
  BANK OF COMMERCE,

  
	
   

  	
  a California
  banking corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter
  Kaczmarek

  
	
   

  	
   

  	
          Walter Kaczmarek,

  
	
   

  	
   

  	
          President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “EXECUTIVE”

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael R.
  Ong

  
	
   

  	
   

  	
          Michael R. Ong

  
				



 


19