Exhibit
10.29


 


Silicon
Valley Bank


 


Deferred
Compensation Plan


 


(Effective For
Deferral Agreements Made


On Or After
November 15, 2004)


 


 





















 


TABLE OF CONTENTS


 


	
  PURPOSE

  	
   

  
	
   

  	
   

  
	
  ARTICLE 1 - DEFINITIONS

  	
   

  
	
  1.1

  	
   

  	
  Account

  	
   

  
	
  1.2

  	
   

  	
  Administrator

  	
   

  
	
  1.3

  	
   

  	
  Base Pay

  	
   

  
	
  1.4

  	
   

  	
  Beneficiary

  	
   

  
	
  1.5

  	
   

  	
  Board

  	
   

  
	
  1.6

  	
   

  	
  Bonus

  	
   

  
	
  1.7

  	
   

  	
  Change in Control

  	
   

  
	
  1.8

  	
   

  	
  Code

  	
   

  
	
  1.9

  	
   

  	
  Eligible Employee

  	
   

  
	
  1.10

  	
   

  	
  Employer

  	
   

  
	
  1.11

  	
   

  	
  ERISA

  	
   

  
	
  1.12

  	
   

  	
  Key Employee

  	
   

  
	
  1.13

  	
   

  	
  Participant

  	
   

  
	
  1.14

  	
   

  	
  Plan

  	
   

  
	
  1.15

  	
   

  	
  Plan Sponsor

  	
   

  
	
  1.16

  	
   

  	
  Plan Year

  	
   

  
	
  1.17

  	
   

  	
  Unforeseeable Emergency

  	
   

  
	
  1.18

  	
   

  	
  Valuation Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  2 - PARTICIPATION

  	
   

  
	
  2.1

  	
   

  	
  Participation

  	
   

  
	
  2.2

  	
   

  	
  Termination of
  Participation

  	
   

  
	
  2.3

  	
   

  	
  Suspension of Participation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 - DEFERRAL
  ELECTIONS

  	
   

  
	
  3.1

  	
   

  	
  Deferral Agreement

  	
   

  
	
  3.2

  	
   

  	
  Election to Defer Base Pay

  	
   

  
	
  3.3

  	
   

  	
  Election to Defer Bonus

  	
   

  
	
  3.4

  	
   

  	
  Timing of Election to Defer

  	
   

  
	
  3.5

  	
   

  	
  Election
  of Payment Schedule and Form of Payment

  	
   

  
	
  3.6

  	
   

  	
  Override Elections

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 - PARTICIPANT
  ACCOUNT

  	
   

  
	
  4.1

  	
   

  	
  Individual Accounts

  	
   

  



 


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  ARTICLE 5 -
  INVESTMENT OF CONTRIBUTIONS

  	
   

  
	
  5.1

  	
   

  	
  Investment Options

  	
   

  
	
  5.2

  	
   

  	
  Adjustment of Accounts

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 - RIGHT TO
  BENEFITS

  	
   

  
	
  6.1

  	
   

  	
  Vesting

  	
   

  
	
  6.2

  	
   

  	
  Death

  	
   

  
	
  6.3

  	
   

  	
  Disability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 -
  DISTRIBUTION OF BENEFITS

  	
   

  
	
  7.1

  	
   

  	
  Amount of Benefits

  	
   

  
	
  7.2

  	
   

  	
  Method and Timing of
  Distributions

  	
   

  
	
  7.3

  	
   

  	
  Unforeseeable Emergency

  	
   

  
	
  7.4

  	
   

  	
  Cashouts of
  Amounts Not Exceeding $10,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 -
  AMENDMENT AND TERMINATION

  	
   

  
	
  8.1

  	
   

  	
  Amendment by Employer

  	
   

  
	
  8.2

  	
   

  	
  Retroactive Amendments

  	
   

  
	
  8.3

  	
   

  	
  Plan Termination

  	
   

  
	
  8.4

  	
   

  	
  Distribution
  Upon Termination of the Plan

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  9 - THE TRUST

  	
   

  
	
  9.1

  	
   

  	
  Establishment of Trust

  	
   

  
	
  9.2

  	
   

  	
  Grantor Trust

  	
   

  
	
  9.3

  	
   

  	
  Investment of Trust Funds

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 - MISCELLANEOUS

  	
   

  
	
  10.1

  	
   

  	
  Unsecured
  General Creditor of the Employer

  	
   

  
	
  10.2

  	
   

  	
  Employer’s Liability

  	
   

  
	
  10.3

  	
   

  	
  Limitation of Rights

  	
   

  
	
  10.4

  	
   

  	
  Acceleration of Benefits

  	
   

  
	
  10.5

  	
   

  	
  Facility of Payment

  	
   

  
	
  10.6

  	
   

  	
  Notices

  	
   

  
	
  10.7

  	
   

  	
  Tax Withholding

  	
   

  
	
  10.8

  	
   

  	
  Indemnification

  	
   

  
	
  10.9

  	
   

  	
  Governing Law

  	
   

  



 


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  ARTICLE 11 - PLAN
  ADMINISTRATION

  	
   

  
	
  11.1

  	
  Powers
  and Responsibilities of the Administrator

  	
   

  
	
  11.2

  	
  Claims and Review
  Procedures

  	
   

  
	
  11.3

  	
  Plan Administrative Costs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APPENDIX
  A   INVESTMENT OPTIONS

  	
   

  
				



 


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PURPOSE


 


The purpose of the
Silicon Valley Bank Deferred Compensation Plan (the “Plan”) is to permit
eligible employees to elect to defer receipt of compensation which would
otherwise be payable to them currently as annual base pay or bonuses.  The Plan is intended to be a “plan which is
unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees” within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA and shall be implemented and administered in a manner
consistent therewith.


 





















 


ARTICLE 1 – DEFINITIONS


 


Pronouns
used in the Plan are in the masculine gender but include the feminine gender
unless the context clearly indicates otherwise. 
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:


 


1.1                               “Account”
means an account established for the purpose of recording amounts credited on
behalf of a Participant and any income, expenses, gains, losses or
distributions included thereon.  The
Account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant pursuant to the Plan.


 


1.2                               “Administrator”
means the Employer, or such other person or persons designated by the Employer
to be responsible for the administration of the Plan.


 


1.3                               “Base
Pay” means the basic or regular rate of per payroll period remuneration
paid to the Participant by the Employer.


 


1.4                               “Beneficiary”
means the persons, trusts, estates or other entitities entitled under
Section 6.2 to receive benefits under the Plan upon the death of a Participant.


 


1.5                               “Board”
means the Board of Directors of the Plan Sponsor.


 


1.6                               “Bonus”
means the bonus otherwise payable currently to a Participant for the Plan Year
under the Incentive Compensation Plan, the Alliant Bonus Plan, the Retention
Plan, the Alliant Retention Plan and any other incentive program so designated
by the Board.


 


1.7                               “Change
in Control” means the occurrence of an event involving the Plan Sponsor
which is defined as a “change in control” for purposes of Section
409A(a)(2)(A)(v) of the Code in Treasury Regulations issued pursuant to Section
409A(e) of the Code.


 


1.8                               “Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


1.9                               “Eligible
Employee” means an employee of the Employer who is determined by the
Employer to be a member of a select group of management or highly compensated
employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA and who is either (a)


 


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classified according to
the employment policies of the Employer as a group or division manager, any
employee with an Incentive Compensation Plan bonus target of 40% or higher, the
corporate controller, an SVB Alliant managing director or a member of the
Steering Committee, or (b) designated by the Employer as an Eligible Employee
for purposes of the Plan.


 


1.10                        “Employer”
means the Plan Sponsor and any other entity which is authorized by the Plan
Sponsor to participate in and, in fact, does adopt the Plan.


 


1.11                        “ERISA” means
the Employee Retirement Income Security Act of 1974, as from time to time
amended.


 


1.12                        “Key
Employee” means a Participant who is described in Section 416(i) of the
Code without regard to Section 416(i)(5).


 


1.13                         “Participant”
means any Eligible Employee who participates in the Plan in accordance with
Article 2.


 


1.14                        “Plan” means
the Silicon Valley Bank Deferred Compensation Plan as set forth herein and as
it may be amended from time to time.


 


1.15                        “Plan
Sponsor” means Silicon Valley Bank.


 


1.16                        “Plan Year”
means the 12-consecutive month period beginning January 1st and ending
December 31st.


 


1.17                        “Unforeseeable
Emergency” means a severe financial
hardship of the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or the Participant’s dependent (as
defined in Code Section 152(a)); loss of the Participant’s property due to
casualty (including the need to rebuild a home following damage to a home not
otherwise covered by homeowner’s insurance); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.


 


1.18                        “Valuation
Date” means each business day of the Plan Year and such other date(s) as
designated by the Employer.


 


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ARTICLE 2 – PARTICIPATION


 


2.1                               Participation.  Each
Eligible Employee shall become a Participant in the Plan by executing a
deferral agreement in accordance with the provisions of Article 3.


 


2.2                               Termination
of Participation.  A Participant’s
participation in the Plan shall cease upon his termination of service with the
Employer for any reason or his ceasing to qualify as an Eligible Employee.  In addition, the Administrator may terminate
a Participant’s participation in the Plan at the direction of the
Employer.  Upon any termination of
participation, a Participant’s deferrals shall cease but the provisions of
Section 7.2 shall continue to apply.


 


2.3                               Suspension
of Participation.  A Participant’s
participation in the Plan will be suspended during an unpaid authorized leave
of absence and will resume upon his return to service with the Employer,
provided he continues to qualify as an Eligible Employee upon his rehire.


 


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ARTICLE
3 – DEFERRAL ELECTIONS


 


3.1.                            Deferral
Agreement.  Each Eligible Employee
may elect to defer amounts otherwise payable to him currently for the Plan Year
by executing a deferral agreement in accordance with rules and procedures
established by the Administrator and the provisions of this Article 3.  The deferral agreement must separately
specify for each discrete type of compensation (i.e., Base Pay and each type of
Bonus) the whole number percentage multiple that the Participant elects to
defer and the timing and form of payment of the deferred amount.


 


A new deferral agreement must be timely executed for
each Plan Year during which the Eligible Employee elects to defer
compensation.  An Eligible Employee who
does not timely execute a deferral agreement shall be deemed to have elected
zero deferrals for such Plan Year.


 


A deferral agreement may be changed or revoked at any
time during the respective periods specified in Section 3.4.  A deferral agreement becomes irrevocable at
the close of the respective period.


 


3.2                               Election
to Defer Base Pay.  An Eligible Employee
may elect to defer Base Pay for a Plan Year in any amount (in 1% increments)
from 5% to 25% of Base Pay.


 


3.3.                            Election
to Defer Bonus.  An Eligible Employee
may elect to defer (in 1% increments) from 5% to 100% of his Bonus for a Plan
Year.


 


3.4                               Timing
of Election to Defer.  Each Eligible
Employee who desires to defer Base Pay otherwise payable during a Plan Year
must execute a deferral agreement within the period preceding the Plan Year
specified by the Administrator.  Each
Eligible Employee who desires to defer a Bonus must execute a deferral
agreement within the period preceding the Plan Year during which the Bonus is
earned that is specified by the Administrator, except that if the Bonus can be
treated as “performance based compensation which is based upon services
performed over a period of at least twelve months” as described in Section
409A(a)(4)(B)(iii) and Treasury Regulations promulgated thereunder, such
deferral agreement must be executed no later than the date which is six months
before the end of the performance period in which the Bonus is earned.


 


An employee who is classified or designated as an
Eligible Employee during a Plan Year may elect to defer Base Pay otherwise
payable during the remainder of such Plan Year and/or a Bonus earned with
respect to


 


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services performed during such Plan Year in accordance
with the rules of this Section 3.4 by executing a deferral agreement within the
30 day period beginning on the date the employee is classified or designated as
an Eligible Employee.


 


3.5                               Election
of Payment Schedule and Form of Payment. 
At the time an Eligible Employee completes a deferral agreement, the
Eligible Employee must separately elect for each type of compensation being
deferred (i.e., for Base Pay and each type of Bonus) the date of distribution
of each deferred amount, the form of payment in which each deferred amount will
be distributed and whether or not either or both of the override elections
described in Section 3.6 will apply to the deferred amounts.


 


The date of distribution may be the date the Eligible
Employee terminates service with the Employer or any specified date which is at
least three years after the first day of the Plan Year during which the
deferral agreement is effective.  The
form of payment may be a single sum distribution in cash or a series of
substantially equal periodic payments in cash made over a period certain of
five years or ten years.


 


3.6.                            Override
Elections.  At the time an Eligible
Employee makes the elections described in Section 3.5, he may elect one or both
of the override elections described in this Section 3.6.  An override election provides that the date
of distribution specified by the Eligible Employee in accordance with Section
3.5 will be honored unless an override event intervenes before the scheduled
date of distribution, in which case the date of the intervening override event
will be substituted as the date of distribution.  The permissible override events are
termination of service with the Employer and a Change in Control.  An Eligible Employee who elects a termination
of service override may also specify a form of payment for the deferred amount
that is the subject of the override election. 
If the Eligible Employee elects a Change in Control override, payment
will be made in a single lump sum distribution in cash as soon as practicable
following the Change in Control.


 


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ARTICLE 4 – PARTICIPANT ACCOUNT


 


4.1                               Individual Accounts.  The
Administrator will establish and maintain a bookkeeping Account for each
Participant which will reflect deferrals made pursuant to Article 3 along with
earnings, expenses, gains and losses credited thereto, attributable to the
hypothetical investments made with the amounts in the Participant’s Account as
provided in Article 5.  The amount a
Participant elects to defer in accordance with Article 3 shall be credited to
the Participant’s Account at the time the amount subject to the deferral election
would otherwise have been payable to the Participant but for his election to
defer.  The Administrator will establish
and maintain such other accounts and records as it decides in its discretion to
be reasonably required or appropriate to discharge its duties under the Plan.


 


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ARTICLE 5 – INVESTMENT OF CONTRIBUTIONS


 


5.1                               Investment Options.  The amount in a Participant’s Account shall be
treated as invested in the investment options designated for this purpose by
the Administrator and set forth in Appendix A.


 


5.2                               Adjustment of Accounts.  The
amount in a Participant’s Account shall be adjusted for hypothetical investment
earnings or losses in an amount equivalent to the gains or losses reported by
the investment options selected by the Participant or Beneficiary from among
the investment options provided in Section 5.1. 
A Participant may, in accordance with rules and procedures established
by the Administrator, change the investments to be used for the purpose of
calculating future hypothetical investment adjustments to the Participant’s
Account or to future Participant deferrals effective as of the Valuation Date
coincident with or next following notice to the Administrator.  The Account of each Participant shall be
adjusted as of each Valuation Date to reflect: (a) the hypothetical investment
earnings and/or losses described above; (b) Participant deferrals; and (c)
distributions or withdrawals from the Account.


 


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ARTICLE 6 – RIGHT TO BENEFITS


 


6.1                               Vesting.  A
Participant, at all times, has a 100% nonforfeitable interest in the amounts
credited to his Account.


 


6.2                               Death.  The balance or remaining balance credited to
a Participant’s Account shall be paid to his Beneficiary in a single lump sum
payment as soon as practicable following the date of death.  If multiple Beneficiaries have been
designated, each Beneficiary shall receive a single lump sum payment of his
specified portion of the Account as soon as practicable following the date of
death.


 


A
Participant may designate a Beneficiary or Beneficiaries, or change any prior
designation of Beneficiary or Beneficiaries in accordance with rules and
procedures established by the Administrator.


 


A
copy of the death notice or other sufficient documentation must be filed with
and approved by the Administrator.  If
upon the death of the Participant there is, in the opinion of the
Administrator, no designated Beneficiary for part or all of the Participant’s
Account, such amount will be paid to his estate (such estate shall be deemed to
be the Beneficiary for purposes of the Plan) in a single lump sum payment.


 


6.3                               Disability.  The balance or remaining balance credited to
a Participant’s Account shall be paid to the Participant in a single lump sum
cash payment as soon as practicable following the date a Participant is
determined to be totally and permanently disabled.  A Participant shall be considered totally and
permanently disabled if he is unable to engage in any substantial gainful
activity by reason of any 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, or, if he is, by reason of any
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, receiving income
replacement benefits for a period of not less than 3 months under an accident
or health plan of the Employer.  The
Administrator, in its sole discretion, shall determine whether a Participant is
totally and permanently disabled for purposes of this Section 6.3.


 


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ARTICLE 7
– DISTRIBUTION OF BENEFITS


 


7.1                               Amount of Benefits.  The
amount credited to a Participant’s Account as determined under Articles 4 and 6
shall determine and constitute the basis for the value of benefits payable to
the Participant under the Plan.


 


7.2                               Method and Timing of Distributions.  Subject to Section 7.4, distributions
under the Plan shall be made at the time and in the manner specified by the
Participant in accordance with the provisions of Article 3.  A distribution made on account of termination
of service shall be made during the month following the last day of the Plan
Year in which the Participant’s termination occurred, except that a
distribution made to a Key Employee shall, in no event, be made before the date
which is six months after the date the Key Employee separates from service with
the Employer.


 


7.3                               Unforeseeable Emergency.  A Participant may request a distribution due
to an Unforeseeable Emergency.  The
request must be in writing and must be submitted to the Administrator along
with evidence that the circumstances constitute an Unforeseeable Emergency. The
Administrator has the discretion to require whatever evidence it deems
necessary to determine whether a distribution is warranted.  Whether
a Participant has incurred an Unforeseeable Emergency will be determined by the
Administrator on the basis of the relevant facts and circumstances in its sole
discretion, but, in no event, will an Unforeseeable Emergency be deemed to
exist if the hardship can be relieved: 
(a) through reimbursement or compensation by insurance or otherwise, (b)
by liquidation of the Participant’s assets to the extent such liquidation would
not itself cause severe financial hardship, or (c) by cessation of deferrals
under the Plan.  A distribution due to an
Unforeseeable Emergency must be limited to the amount reasonably necessary to
satisfy the emergency need and may include any amounts necessary to pay any
federal, state or local income tax penalties reasonably anticipated to result
from the distribution.  The
distribution will be made in the form of a single lump sum.


 


7.4                               Cashouts Of Amounts Not Exceeding $10,000.  If
the amount credited to the Participant’s Account does not exceed $10,000 at the
time he separates from service with the Employer for any reason, the Employer
shall pay such amount to the Participant in a single lump sum payment as soon
as practicable following such termination or cessation of service regardless of
whether the Participant had made different elections of time or form of payment
as to the amount credited to his Account or whether the Participant was
receiving installments at the time of such termination.  A distribution made to a Key Employee shall
not be made before the date 


 


A-7-1





















 


which is six months after the date of his separation
from service with the Employer.


 


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ARTICLE 8 – AMENDMENT AND TERMINATION


 


8.1                               Amendment by Employer.  The
Plan Sponsor reserves the right to amend the Plan (for itself and each
Employer) through action of the Board. 
An amendment must be in writing and executed by an officer authorized to
take such action.  Each amendment shall
be effective when approved by the Board in its resolution.  No amendment can directly or indirectly
deprive any current or former Participant or Beneficiary of all or any portion
of his Account which had accrued prior to the amendment.


 


8.2                               Retroactive Amendments.  An amendment made by the Plan Sponsor in
accordance with Section 8.1 may be made effective on a date prior to the first
day of the Plan Year in which it is adopted if such amendment is necessary or
appropriate to enable the Plan to satisfy the applicable requirements of the
Code or ERISA or to conform the Plan to any change in federal law or to any
regulations or ruling thereunder.  Any
retroactive amendment by the Plan Sponsor shall be subject to the provisions of
Section 8.1.


 


8.3                               Plan Termination.  The Plan has been adopted with the intention
and expectation that it will be continued indefinitely.  Each Employer, however, reserves the right to
terminate the Plan with respect to its participating employees.  Each Employer has no obligation or liability
whatsoever to maintain the Plan for any length of time and may discontinue
contributions under the Plan or terminate the Plan at any time without any
liability hereunder for any such discontinuance or termination.


 


8.4                               Distribution
Upon Termination of the Plan.  Upon
termination of the Plan, no further Contributions shall be made under the Plan
and the Administrator shall direct that all amounts credited to each
Participant’s Account shall be paid out as soon as administratively feasible in
a single lump sum payment regardless of the elections the Participant had made
concerning the time and form of payment of the amounts credited to his Account
and regardless of whether the Participant was receiving installments at the
time of such Plan termination.


 


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ARTICLE 9 – THE TRUST


 


9.1                               Establishment of Trust.  The
Plan Sponsor may but is not required to establish a trust to hold amounts which
the Plan Sponsor may contribute from time to time to correspond to some or all
amounts credited to Participants under Section 4.1.  If the Plan Sponsor elects to establish a
trust, the provisions of Sections 9.2 and 9.3 shall become operative.


 


9.2                               Grantor Trust. 
Any trust established by
the Plan Sponsor shall be between the Plan Sponsor and a trustee pursuant to a
separate written agreement under which assets are held, administered and
managed, subject to the claims of the Plan Sponsor’s creditors in the event of
the Plan Sponsor’s insolvency, until paid to the Participant and/or his
Beneficiaries specified in the Plan.  The
trust is intended to be treated as a grantor trust under the Code, and the
establishment of the trust shall not cause the Participant to realize current
income on amounts contributed thereto.


 


9.3                               Investment of Trust Funds.  Any
amounts contributed to the trust by the Plan Sponsor shall be invested by the
trustee in accordance with the provisions of the trust and the instructions of
the Administrator.  Trust investments
need not reflect the hypothetical investments selected by Participants under
Section 5.1 for the purpose of adjusting Accounts and the earnings or
investment results of the trust shall not affect the hypothetical investment
adjustments to Participant Accounts under the Plan.


 


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ARTICLE
10 – MISCELLANEOUS


 


10.1                        Unsecured General Creditor of the Employer.  Participants
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, interests or claims in any property or assets of the
Employer.  For purposes of the payment of
benefits under the Plan, any and all of the Employer’s assets shall be, and
shall remain, the general, unpledged, unrestricted assets of the Employer.  Each Employer’s obligation under the Plan
shall be merely that of an unfunded and unsecured promise to pay money in the
future.


 


10.2                        Employer’s Liability.  Each
Employer’s liability for the payment of benefits under the Plan shall be
defined only by the Plan and by the deferral agreements entered into between a
Participant and the Employer.  An
Employer shall have no obligation or liability to a Participant under the Plan
except as provided by the Plan and a deferral agreement or agreements.  An Employer shall have no liability to
Participants employed by other Employers.


 


10.3                        Limitation of Rights.  Neither the establishment of the Plan, nor
any amendment thereof, nor the creation of any fund or account, nor the payment
of any benefits, will be construed as giving to the Participant or any other
person any legal or equitable right against the Employer or Administrator,
except as provided herein; and in no event will the terms of employment or
service of the Participant be modified or in any way affected hereby.


 


10.4                        Acceleration of Benefits.  Except as hereinafter provided with respect
to marital disputes, none of the benefits or rights of a Participant or any
Beneficiary of a Participant shall be subject to the claim of any
creditor.  In particular, to the fullest
extent permitted by law, all such benefits and rights shall be free from attachment,
garnishment, or any other legal or equitable process available to any creditor
of the Participant and his or her Beneficiary. 
Neither the Participant nor his or her Beneficiary shall have the right
to alienate, anticipate, commute, pledge, encumber, or assign any of the
payments which he or she may expect to receive, contingently or otherwise,
under this Plan, except the right to designate a Beneficiary to receive death
benefits provided hereunder.  In cases of
marital dispute, the Employer shall observe the terms of the Plan unless and
until ordered to do otherwise by a state or Federal court.  As a condition of participation, a
Participant agrees to hold the Employer harmless from any harm that arises out
of the Employer’s obeying the final order of any state or Federal court,
whether such order effects a judgment of such court or is issued to enforce a
judgment or order of another court.  A
distribution made to


 


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comply
with a court-approved settlement incident to divorce or to comply with Federal
conflict of interest requirements shall be permitted, notwithstanding the
provisions of Article 3 or any elections made by the Participant to the
contrary.


 


10.5                        Facility of Payment.  If the Administrator determines, on the basis
of medical reports or other evidence satisfactory to the Administrator, that
the recipient of any benefit payments under the Plan is incapable of handling
his affairs by reason of minority, illness, infirmity or other incapacity, the
Administrator may direct the Employer to disburse such payments to a person or
institution designated by a court which has jurisdiction over such recipient or
a person or institution otherwise having the legal authority under State law
for the care and control of such recipient. 
The receipt by such person or institution of any such payments
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Employer for the payment of benefits hereunder to such
recipient.


 


10.6                        Notices.  Any notice or other communication in
connection with the Plan shall be deemed delivered in writing if addressed as
provided below and if either actually delivered at said address or, in the case
or a letter, 5 business days shall have elapsed after the same shall have been
deposited in the United States mails, first-class postage prepaid and
registered or certified:


 


(a)                                  If
it is sent to the Employer or Administrator, it will be at the address
specified by the Employer; or


 


(b)                                 In
each case at such address as the addressee shall have specified by written
notice delivered in accordance with the foregoing to the addressor’s then
effective notice address.


 


10.7                        Tax Withholding.  The Employer shall have the right to deduct
from all payments or deferrals made under the Plan any tax required by law to
be withheld.  If the Employer concludes
that tax is owing with respect to any deferral or payment hereunder, the
Employer shall withhold such amounts from any payments due the Participant, as
permitted by law, or otherwise make appropriate arrangements with the
Participant or his Beneficiary for satisfaction of such obligation.  Tax, for purposes of this Section 10.8 means
any federal, state, local or any other governmental income tax, employment or payroll
tax, excise tax, or any other tax or assessment owing with respect to amounts
deferred, any earnings thereon, and any payments made to Participants under the
Plan.


 


10.8                        Indemnification.  Each Employer shall indemnify and hold
harmless each employee, officer, or director of an Employer to whom is
delegated duties, responsibilities, and authority with respect to the Plan
against all claims,


 


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liabilities,
fines and penalties, and all expenses reasonably incurred by or imposed upon him
(including but not limited to reasonable attorney fees) which arise as a result
of his actions or failure to act in connection with the operation and
administration of the Plan to the extent lawfully allowable and to the extent
that such claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by an Employer.  Notwithstanding the foregoing, an Employer
shall not indemnify any person for any such amount incurred through any
settlement or compromise of any action unless the Employer consents in writing
to such settlement or compromise.


 


10.9                        Governing Law. 
The Plan will be
construed, administered and enforced according to ERISA, and to the extent not
preempted thereby, the laws of the State of California.


 


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ARTICLE
11 – PLAN ADMINISTRATION


 


11.1                        Powers and Responsibilities of the
Administrator.  The
Administrator has the full power and the full responsibility to administer the
Plan in all of its details, subject, however, to the applicable requirements of
ERISA.  The Administrator’s powers and
responsibilities include, but are not limited to, the following:


 


(a)           To
make and enforce such rules and regulations as it deems necessary or proper for
the efficient administration of the Plan;


 


(b)           To
interpret the Plan, its interpretation thereof in good faith to be final and
conclusive on all persons claiming benefits under the Plan;


 


(c)           To
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;


 


(d)           To
administer the claims and review procedures specified in Section 11.2;


 


(e)           To
compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the Plan;


 


(f)            To
determine the person or persons to whom such benefits will be paid;


 


(g)           To
authorize the payment of benefits;


 


(h)           To
comply with the reporting and disclosure requirements of Part 1 of Subtitle B
of Title I of ERISA;


 


(i)            To
appoint such agents, counsel, accountants, and consultants as may be required
to assist in administering the Plan;


 


(j)            By
written instrument, to allocate and delegate its responsibilities, including
the formation of an Administrative Committee to administer the Plan.


 


11.2                        Claims and Review Procedures.


 


(a)           Claims
Procedure.  If any person believes he is being denied any
rights or benefits under the Plan, such person may file a claim in writing with
the Administrator.  If any such claim is
wholly or


 


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partially
denied, the Administrator will notify such person of its decision in
writing.  Such notification will contain
(i) specific reasons for the denial, (ii) specific reference to pertinent Plan
provisions, (iii) a description of any additional material or information
necessary for such person to perfect such claim and an explanation of why such
material or information is necessary, and (iv) information as to the steps to
be taken if the person wishes to submit a request for review.  Such notification will be given within 90
days after the claim is received by the Administrator (or within 180 days, if
special circumstances require an extension of time for processing the claim,
and if written notice of such extension and circumstances is given to such
person within the initial 90-day period). 
If such notification is not given within such period, the claim will be
considered denied as of the last day of such period and such person may request
a review of his claim.


 


(b)                                 Review
Procedure.  Within 60 days after the date on which a
person receives a written notification of denial of claim (or, if written
notification is not provided, within 60 days of the date denial is considered
to have occurred), such person (or his duly authorized representative) may (i)
file a written request with the Administrator for a review of his denied claim
and of pertinent documents and (ii) submit written issues and comments to the
Administrator.  The Administrator will
notify such person of its decision in writing. 
Such notification will be written in a manner calculated to be
understood by such person and will contain specific reasons for the decision as
well as specific references to pertinent Plan provisions.  The decision on review will be made within 60
days after the request for review is received by the Administrator (or within
120 days, if special circumstances require an extension of time for processing
the request, such as an election by the Administrator to hold a hearing, and if
written notice of such extension and circumstances is given to such person
within the initial 60-day period).  If
the decision on review is not made within such period, the claim will be
considered denied.


 


11.3                        Plan Administrative Costs.  All
reasonable costs and expenses (including legal, accounting, and employee
communication fees) incurred by the Administrator in administering the Plan
shall be paid by the Employer.


 


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IN
WITNESS WHEREOF, the Plan Sponsor by its duly authorized officer(s), has caused
the Plan to be adopted as of the 20th day of October, 2004.


 


 


SILICON
VALLEY BANK


 


 


	
  By:
  

  	
  /s/ GRINDLE SLOAN

  	
   

  
	
   

  
	
  Title:
  Assistant Director, Benefits Manager

  



 


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APPENDIX A


 


INVESTMENT OPTIONS


 


•                                          Silicon
Valley Bank Stock


•                                          Fidelity
Blue Chip


•                                          Fidelity
Equity Income


•                                          Spartan
US Equity Index


•                                          Fidelity
Mid-Cap Stock


•                                          Franklin
Small/Mid Cap Growth


•                                          American
Century Small Company


•                                          Strong
Advisor Small Cap


•                                          Fidelity
Diversified International


•                                          Fidelity
Freedom Fund 2000


•                                          Fidelity
Freedom Fund 2005


•                                          Fidelity
Freedom Fund 2010


•                                          Fidelity
Freedom Fund 2015


•                                          Fidelity
Freedom Fund 2020


•                                          Fidelity
Freedom Fund 2025


•                                          Fidelity
Freedom Fund 2030


•                                          Fidelity
Freedom Fund 2035


•                                          Fidelity
Freedom Fund 2040


•                                          Fidelity
Freedom Income


•                                          Fidelity
Government Income


•                                          PIMCO
Low Duration Bond


•                                          Fidelity
Retirement Money Market


 


 


Date
Effective:  January 1, 2005


 


i