Exhibit 10.30


 


SILICON VALLEY BANCSHARES


 


Restricted
Stock Unit Agreement


Grant Number:      «RSU_Number»   


Silicon Valley Bancshares (the “Company”) hereby
grants you, «First» «Middle» «Last» (the “Participant”), an award of
restricted stock units (“RSUs”) under the Silicon Valley Bancshares 1997 Equity
Incentive Plan (the “Plan”).  The date of
this Agreement is                    ,
200   .  Subject to the
provisions of Appendix A (attached) and of the Plan, the principal
features of this award are as follows:


Number of RSUs:   «RSU_Shares»


Vesting
of RSUs:   The RSUs will vest according
to the following schedule:


[Insert vesting schedule.]


Unless otherwise defined herein or in Appendix A, capitalized terms
herein or in Appendix A will have the defined meanings ascribed to them in the
Plan.


Your signature below indicates your agreement and understanding that
this Stock Award is subject to all of the terms and conditions contained in
Appendix A and the Plan.  For
example, important additional information on vesting and forfeiture of the RSUs
is contained in Paragraphs 3 through 5 of Appendix A.  PLEASE BE SURE TO READ ALL OF APPENDIX A,
WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS AGREEMENT.


	
  SILICON VALLEY BANCSHARES

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [NAME]

  	
   

  	
  «First» «Middle»«Last»

  
	
  [TITLE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:
                          , 2004

  



 





















APPENDIX A


TERMS AND
CONDITIONS OF RESTRICTED STOCK UNITS


Grant # «RSU_Number»


1.             Grant.  The Company hereby grants to the Participant
under the Plan an award of «RSU_Shares» RSUs, subject to all of the terms and
conditions in this Agreement and the Plan.


2.             Company’s
Obligation to Pay.  Each RSU has a
value equal to the Fair Market Value of a share of Company common stock (“Share”)
on the date it becomes vested.  Unless
and until the RSUs will have vested in the manner set forth in
paragraphs 3 and 4, the Participant will have no right to payment of any
such RSUs.  Prior to actual payment of
any vested RSUs, such RSUs will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company.


3.             Vesting
Schedule.  Subject to paragraph 4,
the RSUs awarded by this Agreement will vest in the Participant according to
the vesting schedule set forth on the attached Restricted Stock Unit Agreement,
subject to the Participant’s Continuous Status as an Employee, Director or
Consultant through each such date.


4.             Forfeiture
upon Termination of Continuous Status as an Employee, Director or Consultant.  Notwithstanding any contrary provision of
this Agreement, if the Participant’s Continuous Status as an Employee, Director
or Consultant terminates for any or no reason, the then-unvested RSUs awarded
by this Agreement will thereupon be forfeited at no cost to the Company and the
Participant will have no further rights thereunder.


5.             Payment
after Vesting.  Any RSUs that vest in
accordance with paragraph 3 will be paid to the Participant (or in the event of
the Participant’s death, to his or her estate) in whole Shares, provided that
to the extent determined appropriate by the Company, any federal, state and
local withholding taxes with respect to such RSUs will be paid by reducing the
number of Shares actually paid to the Participant.


6.             Payments after Death. 
Any distribution or delivery to be made to the Participant under this
Agreement will, if the Participant is then deceased, be made to the Participant’s
designated beneficiary, or if no beneficiary survives the Participant,
administrator or executor of the Participant’s estate.  Any such transferee must furnish the Company
with (a) written notice of his or her status as transferee, and
(b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said
transfer.


7.             [Deferral Election. 
If permitted by the Committee, the Participant may elect to defer
delivery of the payment of any Shares, which election will be subject to such
documentation as the Company may promptly and reasonably request, and any terms
under the the Silicon Valley Bank Deferred Compensation Plan as the Committee
deems appropriate.  Unless otherwise
determined by the Committee, any such deferral election by the Participant will





















be void and not
given effect unless the Participant ‘s deferral election is made at least
twelve (12) months prior to the date the Shares otherwise are scheduled to be
paid.  The Committee may require that the
Participant make an election earlier than twelve (12) months prior to the date
the Shares are scheduled to be paid. 
Upon the date the Shares vest to which a deferral election applies, the
Company will create a bookkeeping entry initially representing an amount
equivalent to the Fair Market Value of the number of Shares that would have
otherwise been payable hereunder had a deferral election not been made.  Any such obligation will represent an
unfunded and unsecured obligation of the Company.]


8.             Withholding
of Taxes.  Notwithstanding any
contrary provision of this Agreement, no certificate representing the Shares
will be issued to the Participant, unless and until satisfactory arrangements
(as determined by the Committee) will have been made by the Participant with
respect to the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares so issuable.  The Committee, in its sole discretion and
pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part by
one or more of the following: (a) paying cash, (b) electing to have
the Company withhold otherwise deliverable Shares having a Fair Market Value
equal to the minimum amount required to be withheld, (c) delivering to the
Company already vested and owned Shares having a Fair Market Value equal to the
amount required to be withheld, or (d) selling a sufficient number of such
Shares otherwise deliverable to Participant through such means as the Company
may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld. 
If the Participant fails to make satisfactory arrangements for the
payment of any required tax withholding obligations hereunder at the time any
applicable Shares otherwise are scheduled to vest pursuant to Section 3, the
Participant will permanently forfeit such Shares and the Shares will be
returned to the Company at no cost to the Company.


9.             Rights
as Stockholder.  Neither the
Participant nor any person claiming under or through the Participant will have
any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing
such Shares will have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to the Participant.


10.           No
Effect on Employment.  The
Participant’s employment with the Company and its Subsidiaries is on an at-will
basis only.  Accordingly, the terms of
the Participant’s employment with the Company and its Subsidiaries will be
determined from time to time by the Company or the Subsidiary employing the
Participant (as the case may be), and the Company or the Subsidiary will have
the right, which is hereby expressly reserved, to terminate or change the terms
of the employment of the Participant at any time for any reason whatsoever,
with or without good cause.


11.           Address
for Notices.  Any notice to be given
to the Company under the terms of this Agreement will be addressed to the
Company at [3003 Tasman Drive, Mail
Sort HA 250, Santa Clara, CA 95054], Attn: [NAME], or at such other address as the
Company may hereafter designate in writing.


12.           Grant
is Not Transferable.  Except to the
limited extent provided in paragraph 6, this grant and the rights and
privileges conferred hereby will not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and will not
be





















subject to sale under execution, attachment or similar process.  Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this grant, or any right or privilege
conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this grant and the rights and privileges conferred hereby
immediately will become null and void.


13.           Binding
Agreement.  Subject to the limitation
on the transferability of this grant contained herein, this Agreement will be
binding upon and inure to the benefit of the heirs, legatees, legal
representatives, successors and assigns of the parties hereto.


14.           Additional
Conditions to Issuance of Stock.  If
at any time the Company will determine, in its discretion, that the listing,
registration or qualification of the Shares upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition to the issuance
of Shares to the Participant (or his estate), such issuance will not occur
unless and until such listing, registration, qualification, consent or approval
will have been effected or obtained free of any conditions not acceptable to
the Company.  The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.


15.           Plan
Governs.  This Agreement is subject
to all terms and provisions of the Plan. 
In the event of a conflict between one or more provisions of this
Agreement and one or more provisions of the Plan, the provisions of the Plan
will govern.


16.           Administrator
Authority.  The Administrator will
have the power to interpret the Plan and this Agreement and to adopt such rules
for the administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules (including, but
not limited to, the determination of whether or not any RSUs have vested).  All actions taken and all interpretations and
determinations made by the Administrator in good faith will be final and
binding upon Participant, the Company and all other interested persons.  No member of the Administrator will be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan or this Agreement.


17.           Captions.  Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


18.           Agreement
Severable.  In the event that any
provision in this Agreement will be held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of this
Agreement.