Prepared by MerrillDirect





January
18, 2001


John C. Dean

Chief Executive Officer, Silicon Valley Bancshares


Dear
John:


This
letter agreement (the “Agreement”) sets out the terms and conditions of your
resignation from employment with Silicon Valley Bank and Silicon Valley
Bancshares (collectively, “SVB”) and your subsequent consulting arrangement
with SVB:


1.       Voluntary Resignation.  You’ve informed us that you will voluntarily
resign from your position as Chief Executive Officer of Silicon Valley
Bancshares, effective April 30, 2001.


2.       Term and Cancellation.  In exchange and consideration for your
executing the release attached as Exhibit A to this Agreement (the
“Release”), SVB is offering you a consulting position.  Your consulting period will be for three (3)
years, beginning on May 1, 2001 and ending on April 30, 2004 (the “Consulting
Period”).  SVB may immediately terminate
the Consulting Period if you are in default of this Agreement (as discussed
below). Any decision by SVB to terminate this Agreement prior to April 30, 2004
will be made by Silicon Valley Bancshares’ Chief Executive Officer (the “CEO”),
with the concurrence of the Board Executive Committee.


3.       Services.


a)       Standard Consulting Services. You will be
reasonably available to the CEO or his designee to provide advisory and other
services related to SVB. These services are in addition to your duties as a
member of SVB’s Boards of Directors.  
This Agreement will remain in full force and effect even if you no
longer are a member of SVB’s Boards of Directors.



b)       Special Engagements. 
During the Consulting Period, SVB may engage you for projects (other
than the standard duties contemplated above). 
Such an engagement will be on terms (including fees) as then agreed upon
by SVB and you.



4.       Compensation.


a)       Consulting Compensation. 
You will be paid $250,000.00 annuallyfor your consulting
services.  You will be paid at the end
of each month for the services performed in the preceding month.






b)       Director Compensation. During the Consulting Period and for so
long as you remain a director of SVB’s Boards of Directors, you will be
eligible to receive any Retention Program compensation paid to SVB’s outside
directors.  You will also be eligible to
receive Board chair and Board Committee chair fees, if applicable.  Except as noted above, during the Consulting
Period, you will not receive any additional compensation for sitting on SVB’s
Boards of Directors that otherwise is payable to other outside directors.  Following the Consulting Period, and if you
remain a member of SVB’s Boards of Directors, you will be eligible to receive
all compensation (including the Retention Program compensation)that is payable
to SVB’s outside directors.



c)       Stock Options. 
Pursuant to the Silicon Valley Bancshares Stock Option Plans (the
“Plans”), your SVB options and/or stock grants will continue to vest during the
Consulting Period.



d)       Incentive Compensation. 
You are eligible to receive an incentive compensation award in January
2001, in accordance with the applicable terms of SVB’s Incentive Compensation
Plan.  In January 2001, you also are
eligible to receive a new Retention Program allocation under the 2001 Retention
Program.  You will not be eligible for
an incentive compensation award during the Consulting Period. Also, you will
not be eligible to receive new Retention Program allocations under the 2002,
2003 and 2004 Retention Programs.



e)       Retention Program. 
You will be entitled to “Continued Participation” under the Retention
Programs (as defined in SVB’s 1998, 1999, 2000, and 2001 Retention Programs)
during the Consulting Period, as well for the remainder of the Retention
Programs’ terms, provided you:  (1) do
not disclose Confidential Information (as defined in 8(a) below), (2) do “not
compete” with SVB (as defined in Section 8(b) below), and (3) do not disparage
SVB (as discussed in Section 8(c) below), in each case for three (3) years
following your termination of employment with SVB.  Provided you do comply with the three (3) provisions above for
the requisite three (3) year period, you will thereafter be entitled to
Continued Participation without limitation. 
If you do breach any of these provisions during this three (3) year
period, you will forfeit any right to then future distributions under the 1998,
1999, 2000, and 2001 Retention Programs.



f)        Qualified Investors Fund. 
SVB agrees to waive any vesting requirements for your interest in the
2000 Qualified Investors Fund.



g)       No Withholding.  Your
consulting fee will be paid out of SVB’s Accounts Payable Department, and
specifically, not out of payroll.  SVB
will not withhold any payments for taxes, unemployment or social security
taxes.  You will be responsible for
reporting and paying all taxes associated with your consulting fees.






You understand and acknowledge that SVB shall issue an
annual IRS Form 1099 for "Miscellaneous Income" to you for
compensation paid to you pursuant to this Agreement.  You further understand, agree and acknowledge that SVB has made
no representations to you regarding the tax consequences of any compensation
paid pursuant to this Agreement.  You
agree that you will be responsible for payment of any and all tax obligations
which may be required by law to be paid with respect to the compensation paid
pursuant to this Agreement.  You further
agree to indemnify and hold SVB harmless from any claims, demands,
deficiencies, levies, penalties, assessments, executions, judgments, or
recoveries by any governmental entity against SVB for any amounts claimed due
on account of this Agreement or pursuant to claims made under any federal,
state or local tax laws, and any costs, expenses, or damages sustained by SVB
by reason of any such claims, including any amounts paid by SVB as taxes,
attorneys' fees, deficiencies, levies, assessments, fines, penalties, interest,
or otherwise.



h)       SVB Related Funds.  For so long as you continue to
serve as a member of SVB’s Boards of Directors, you will have
the same eligibility as other directors to invest in SVB related funds.



5.       Retirement Benefits.  Following
your resignation from employment with SVB, you will not be eligible to
participate in SVB’s Money Purchase Plan, the 401(k) and Employee Stock
Ownership Plan, or Employee Stock Purchase Program.


6.       Group Medical, Vision and Dental Benefits.   SVB will use best efforts  to
cause the underwriters of SVB’s group health insurance plans (including group
medical, disability, life insurance, vision and dental benefits) to continue
your benefits under these benefit programs during the Consulting Period.  If SVB is unsuccessful after using best
efforts to continue your benefits under these benefit programs, you may elect
COBRA coverage.


7.       Change in Control Policy.  You will not
be eligible to receive benefits under SVB’s Change In Control Severance
Benefits Policy following your resignation from SVB.  You will, however, be entitled to immediate vesting of Retention
Program interests in the event of a change in control (as that term is defined
in SVB’s Change In Control Severance Benefits Policy).


8.       Events of Default (Confidential Information/Competition with
SVB/Disparagement)


a)       Disclosure of Confidential Information.  SVB may immediately terminate the Consulting
Period, if you disclose “Confidential Information” during the Consulting Period
or at any time thereafter, except as required in the course of your duties
during the Consulting Period. “Confidential Information” includes all technical
and non-technical information related to the current, future and proposed
services of SVB, including financial information and business forecasts and
strategies.






b)       Competition with SVB. 
SVB may immediately terminate the Consulting Period if, during your
Consulting Period, you become employed by, or become a consultant for, any
entity that is in “competition with” SVB, unless you obtain the prior written
approval of the CEO (who shall obtain the concurrence of the Executive
Committee of the Board).  The CEO will
use best efforts to respond to your approval request within thirty (30)
days.  (While not required, you are
encouraged to seek SVB’s approval on any prospective employment or consulting
arrangement so you do not inadvertently breach this section of the
Agreement.)    An entity will be deemed
“in competition with” SVB if:  (1) the
entity is a significant provider of financial products or services, or other
products and services offered by SVB, to early-stage technology companies,
whether nationally or in one or more regions served by SVB’s offices (with SVB
determining in its reasonable discretion whether in fact an entity is a
significant provider of such products or services);  (2) the entity is otherwise a direct competitor of SVB in any of
SVB’s then-substantial lines of business, or (3) the entity has recruited you
to create or build a business line which will be in direct competition with a
substantial line of business of SVB.



Upon notice
from SVB that you are in competition with SVB (the “Notice”), you may, in the
sole discretion of the CEO (in consultation with SVB’s Executive Committee of
the Board):  (1) be provided with up to
thirty (30) days to leave such competing entity (the “Cure Period”); or (2) up
to six (6) months to leave such competing entity, if you had obtained SVB’s
prior written approval for the subject employment or consulting arrangement and
SVB has since become competitive with such employing entity or consulting firm
due to a change in SVB’s substantial line of business (with the length of such
periods to be determined in the reasonable discretion of SVB’s Executive
Committee) (also, the “Cure Period”). 
If you leave such competitor within the Cure Period, this Agreement will
remain in full force and effect.  If you
do not leave such competitor within the Cure Period, SVB thereafter may
immediately terminate this Agreement as set forth above, with such decision to
be made by SVB’s CEO with the concurrence of the Board Executive Committee.



c)       Disparagement. 
SVB may immediately terminate the Consulting Period, if, during your
Consulting Period, you mention to any other person in a business-related
context any negative or disparaging comments or statements about SVB, or any of
its officers, agents or employees, including disparaging or negative comments
regarding business practices, and you shall not communicate to any other person
any facts or opinions that might tend to reflect adversely upon SVB or to harm
the reputation of SVB or its officers, agents or employees in conducting their
respective personal, business or professional affairs.



9.       Expense Reimbursement. SVB will reimburse you for reasonable
out-of-pocket expenses related to your SVB consulting services during the
Consulting Period. Additionally, SVB will reimburse you for: a) reasonable
business development expenses related to your consulting services and b)
charitable contributions made by you on behalf of SVB.  The business development expenses and
charitable contributions, in the aggregate, shall not exceed $50,000, annually,
during the Consulting Period.


10.     Investments.  
During the Consulting Period, you maybuy  (i) stock of any private tech/life sciences
company, or (ii) a venture capital fund, if you first offered the investment
opportunity to SVB (and SVB has invested all that it chooses).  You may buy publicly traded stock of a SVB
client.


11.     Remote Connectivity/Office Space/Secretarial Support.  During the Consulting Period, SVB will
provide you with: (a) remote connectivity from two residences to SVB’s computer
network or (b) with mutually acceptable off-site office accommodations.  In either case above, SVB will provide you with
secretarial support equivalent up to one full-time employee (i.e., one
full-time secretary or two half-time secretaries).


12.     Payment of Wages Due. 
You acknowledge and represent that the consideration for this Agreement
is not accrued salary, wages or vacation, and is in excess of any established
severance practice or policy of SVB, and you further acknowledge that
California Labor Code Section 206.5 is not applicable to this Agreement or to
the parties hereto.  That section
provides in pertinent part:


          No employer shall require the execution of
any release of any claim or right on account of wages due, or to become due, or
made as an advance on wages to be earned, unless payment of such wages has been
made.


13.     No Reliance on Representations.  SVB and you represent that each has had the
opportunity to consult with an attorney, and has carefully read and understand
the scope and effect of the provisions of this Agreement.  In entering into this Agreement, SVB and you
each rely upon their own judgement and have not been influenced by any statement
made by the other or by any person representing or employed by the other.  You do not waive rights or claims that arise
after the effective date of this Agreement as set forth in Paragraph 14 below.  You acknowledge that you were given a period
of at least twenty-one (21) days within which to consider this Agreement and
that you have specifically been advised to consult with an attorney before
executing it.  In executing this
Agreement, you waive said twenty-one (21) day consideration period. To the extent that you have taken less than
twenty-one (21) days to consider this Agreement, you acknowledge that you are
entering into this Agreement voluntarily and with knowledge of and a full
understanding of its terms.


14.     Revocability/Effective Date of this Agreement.  For seven (7) days following the execution
of this Agreement, you may revoke it by submitting written notice of such
revocation to SVB on or before the 7th day following the date of
this Agreement.  This Agreement shall
become effective or enforceable on the eighth (8th) calendar day
after you have signed this Agreement.


15.     Insider. 
During the Consulting Period, you shall be deemed an “insider” for
purposes of compliance with SVB’s Insider Trading Policy, as long as you remain
a member of SVB’s Boards of Directors.  You shall also
continue to be bound by applicable provisions of federal and state securities
laws, including, without limitation, such laws prohibiting trading in Silicon
Valley Bancshares’ stock while you are then in possession of material
non-public information.


16.     Non-Solicitation.  During the Consulting Period and for two (2) years from the
termination of the Consulting Period, you shall not directly, or indirectly,
cause any party to solicit (other than through a general solicitation not
directed to SVB personnel), offer, engage, or employ either as an employee or
independent contractor, any employee of SVB without the prior written approval
of SVB.  This section will not apply if
SVB personnel solicit employment from you (without you first soliciting them).


17.     Headings. 
The various headings of this Agreement are inserted for convenience only
and shall not be deemed a part of, or in any manner affect, this Agreement or
any provision thereof.


18.     Governing Law.  This Agreement shall be governed by the laws of the State of
California.


19.     Materiality.  This Agreement would not have been agreed upon but for the
inclusion of each and every one of its conditions.


20.     Voluntary Execution of this Agreement.  You agree you have executed this Agreement
voluntarily and without any duress or undue influence on the part of or on
behalf of SVB with the full intent of releasing all claims.  You acknowledge that: (a) you have read this
Agreement; (b) you have been given a reasonable period of time to consider the
legal effects of this Agreement; (c) you have been given the opportunity to be
represented in the preparation, negotiation, and execution of this Agreement by
legal counsel of your own choice; (d) you understand the terms and consequences
of this Agreement and of the releases it contains; and (e) you are fully aware
of the legal and binding effects of this Agreement.


21.     Successors.  This Agreement and the respective rights and obligations of the
parties hereunder shall inure to the benefit of, and be binding upon, their
respective successors, assigns and legal representatives.  This provision, with respect to your right
of successorship, shall, however, inure only to the benefit of your estate,
executor, administrator, and heirs. You may assign the economic benefits
conferred by this Agreement to a trust. 
SVB makes no representations or warranties involving the tax
implications of making such an assignment, and recommends that you consult your
personal tax and legal advisors.


22.     Notices.  Any
notices will be written and delivered by: 
(i) personal delivery; (ii) overnight courier;  (iii) telecopy or facsimile transmission with acknowledgment of
receipt; or (iv) certified or registered mail, return receipt requested.


23.     Severability. 
If any provision of this Agreement is illegal, invalid or unenforceable,
the legality, validity and enforceability of the remaining provisions continue.


24.     Waiver. 
Waiver by SVB of a breach of this Agreement is not a waiver of any other
breach.


25.     Entire Agreement. 
This is the entire Agreement (including Exhibit A attached hereto)
between the parties on this subject and supersedes all prior and
contemporaneous understandings and agreements, whether oral or written.  This Agreement may only be modified in writing
signed by you and SVB.


26.     Indemnity. 
You will indemnify and hold harmless SVB against all liability to third
parties (other than liability solely the fault of SVB) arising from or in
connection with this Agreement.


27.     Arbitration. 
Any dispute between the parties arising out of or in connection with
this Agreement shall be submitted to binding arbitration in Santa Clara County,
California in accordance with the Commercial Rules of the American Arbitration
Association and pursuant to then prevailing California law.  The award shall be final and binding upon
the parties and judgment for such award may be entered in any court having
jurisdiction.


28.     Costs and Attorneys’ Fees. 
Should any action be brought to enforce any of the rights or obligations
set forth in this Agreement, the prevailing party shall be entitled to recover
all costs and expenses incurred in the prosecution or defense of that action,
including attorneys’ fees.





 


John,
let me take this opportunity to thank you for your outstanding years of service
to SVB.  We look forward to continuing
to work with you.


 



	 	Sincerely,
	 	 
	 	SILICON VALLEY BANCSHARES
	 	 
	 	 
	 	Daniel J. Kelleher
	 	Chairman
  of the Board of Directors
	 	 
	 	Agreed and Accepted
	 	 
	 	by: 
  ________________________
	 	John C. Dean




 





Exhibit A


EMPLOYEE AGREEMENT AND RELEASE


          Except as otherwise set forth
in this Agreement, effective on May 1, 2001 and for any claims pending on that
date, I hereby release, acquit and forever discharge Silicon Valley Bancshares
and Silicon Valley Bank (collectively, the “Company”), its parents and
subsidiaries, and its and their respective officers, directors, agents,
servants, employees, attorneys, shareholders, successors, assigns and
affiliates, of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys fees, damages, indemnities and obligations
of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, arising out of or in any
way related to agreements, events, acts or conduct at any time prior to and
including the execution date of this Agreement, including but not limited
to:  all such claims and demands
directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment; claims or
demands related to salary, bonuses, commissions, stock, stock options, or any
other ownership interests in the Company, vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation;
claims pursuant to any federal, state or local law, statute, or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination
in Employment Act of 1967, as amended (“ADEA”); the California Fair Employment
and Housing Act, as amended; tort law; contract law; wrongful discharge;
discrimination; harassment; fraud; defamation; emotional distress; and breach
of the implied covenant of good faith and fair dealing.


          I acknowledge that I am
knowingly and voluntarily waiving and releasing any rights I may have under the
ADEA, as amended.  I also acknowledge
that the consideration given for the waiver and release in the preceding
paragraph hereof is in addition to anything of value to which I was already
entitled.  I further acknowledge that I
have been advised by this writing, as required by the ADEA, that:  (a) my waiver and release do not apply to
any rights or claims that may arise after the execution date of this Agreement;
(b) I have been advised hereby that I have the right to consult with an
attorney prior to executing this Agreement; (c) I have twenty-one (21) days to
consider this Agreement (although I may choose to voluntarily execute this
Agreement earlier); (d) I have seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement; and (e) this Agreement shall
not be effective until the date upon which the revocation period has expired,
which shall be the eighth day after this Agreement is executed by me, provided
that the Company has also executed this Agreement by that date (“Effective
Date”).


          I
UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN
CLAIMS.  I acknowledge that I have read
and understand Section 1542 of the California Civil Code which reads as
follows:  “A general release does not extend to
claims which the creditor does not know or suspect to exist in his favor at the
time of executing the release, which if known by him must have materially
affected his settlement with the debtor.” I hereby expressly waive
and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to my release of any claims I may
have against the Company.


	 	By:	 


	 	 	John C. Dean
	 	 	 
	 	Date: