Exhibit
10.34


 


November 13, 2004


 


David Ketsdever


 


Dear David:


 


My colleagues and I are
very pleased to offer you the position of Chief Executive Officer (CEO) of SVB
Alliant (“SVB Alliant”) with Silicon Valley Bank (“SVB”).  Pursuant to the terms and conditions of this
letter, your position with SVB will commence on November 29, 2004.  All terms and conditions in this offer are
contingent upon approval by the SVB Board of Directors and Compensation
Committee.


 


While employed by SVB,
you will report to the Chief Executive Officer of SVB and have such duties and
responsibilities as the SVB Board of Directors (“Board”) may from time to time
require, consistent with your position. Your duties will include the management
of SVB Alliant and the management, appraisal and recruiting on behalf of SVB
Alliant of its staff, and collaboration with the leadership of SVB’s Commercial
Bank and Merchant Bank.  The role
includes participation as appropriate in the Steering Committee of Silicon
Valley Bancshares (“Bancshares”).


 


You agree to perform your
duties faithfully and to the best of your abilities and to devote your full
business efforts and time to SVB. You also agree to hold all licenses required
to serve as the CEO of a registered broker dealer, and SVB will cooperate with
you in this endeavor by maintaining its own licenses as appropriate.
Furthermore, while employed by SVB, you agree not to actively engage in any
other employment, occupation, or consulting activity for any direct or indirect
remuneration without prior approval of the Board.


 


Cash Compensation:  As the CEO of SVB Alliant you will receive as
compensation for your services a base salary of $16,666.66 per month (the
annualized equivalent of $200,000).  The
Compensation Committee of the Board (the “Committee”) will, at its discretion,
approve an annual bonus for you based on performance during the fiscal
year.  The amount of your bonus will
depend upon performance.  You will not be
eligible for a bonus in 2004.  Your bonus
recommendations beginning in 2005 will be calculated following the close of the
fiscal year and are based on SVB Alliant gross margin achieved (defined as net
income before tax, as calculated by SVB’s Finance and Accounting department and
in accordance with accounting principles generally accepted in the United
States of America).  Gross margin, for
the purposes of bonus calculation, will be inclusive of all
costs associated with Alliant with the exception of the CEO of Alliant
bonus.  For 2005 your bonus will be
calculated by multiplying gross margin as defined above by 55%.  For 2006, your bonus will be $200,000 plus
30% of gross margin as defined above. 
For 2007, you bonus will be $300,000 plus 25% of gross margin as defined
above.  To the extent any bonus
calculation yields a bonus in excess of $3,000,000, the excess over $3,000,000
will be reduced by one-half and then added back to $3,000,000 to calculate your
bonus.  To the extent this revised
calculation yields a bonus in excess of $4,000,000, the excess over $4,000,000
will be reduced by 75% and then added back to $4,000,000 to calculate your
final bonus.  Example calculations are
shown below:


 


	
  Year

  	
   

  	
  Revenue

  	
   

  	
  Gross Margin

  	
   

  	
  Factors

  	
   

  	
  Bonus

  	
   

  	 

	
  2005

  	
   

  	
  $

  	
  30,000,000

  	
   

  	
  $

  	
  3,000,000

  	
   

  	
  55

  	
  %

  	
  $

  	
  1,650,000

  	
   

  
	
  2006

  	
   

  	
  $

  	
  35,000,000

  	
   

  	
  $

  	
  7,000,000

  	
   

  	
  30

  	
  %

  	
  $

  	
  2,300,000

  	
   

  
	
  2007

  	
   

  	
  $

  	
  50,000,000

  	
   

  	
  $

  	
  15,000,000

  	
   

  	
  25

  	
  %

  	
  $

  	
  3,530,000

  	
   

  
	
  2007

  	
   

  	
  $

  	
  70,000,000

  	
   

  	
  $

  	
  21,000,000

  	
   

  	
  25

  	
  %

  	
  $

  	
  4,070,000

  	
   

  
																



 


Any earned bonuses for
each year will be paid as soon as practicable, with $800,000 of any bonus
earned to be paid in cash, and then the remainder to be paid 60% in cash and
40% in Restricted Stock Units that


 





















 


vest over a three year
period in equal increments on the anniversary date of the grant.  In the event that you are involuntarily
terminated through no fault of your own prior to full vesting of any RSUs
issued as part of your annual bonus then such RSUs will be considered to be
fully vested at the time of termination.


 


During fiscal year 2005
you will be paid a minimum bonus of $800,000 gross.  Bonus payments in subsequent years will only
be paid if earned.  Your bonus targets
and multiples may be adjusted annually after 2007 at the discretion of the
Board.  Any bonus paid is subject to your
continued service as the SVB Alliant CEO through the applicable payment
date.  Your annual bonuses and the
restricted stock unit grant conditioned on 2008 performance described below
will be described in a plan that is subject to shareholder approval in April
2005.  If shareholders do not approve the
plan, an alternative plan may be considered.


 


SVB Stock Options:


The Company will
recommend to the Board of Directors that you be awarded a total of 20,000 stock
options.  You will receive confirmation
of your approved options with the price upon Board approval.  Your right to exercise your options will be
subject to your continued employment and a vesting schedule that provides for
25% of your options to vest annually on your anniversary date over the next
four years. Shortly after your stock options are approved you will receive our
Stock Option Plan and Stock Option Terms and Conditions from our Stock
Administrator.


 


Restricted Stock:


The Company will
recommend to the Board that you be awarded a total of 5,000 restricted stock
units.  This award will vest in equal
installments, on your anniversary date, over the next four years. The vesting
of your stock shares is subject to your continued employment with SVB during
the vesting period.


 


Additionally, if revenues
in 2008 exceed $50,000,000 and the net gross margin exceeds 25% (as calculated
after all costs, including all bonuses) then SVB will recommend to The Board in
the first practicable board meeting in 2009 that a total of 25,000 restricted
stock units be awarded to you.  This
award will vest equally over the following four years. The vesting of your
stock shares is subject to your continued employment with SVB during the
vesting period.


 


SVB Benefits:


Silicon Valley Bank
offers a full range of benefits for you and your qualified dependents. In
addition to our medical, dental and vision plans you will receive paid
vacation, sick leave, and personal days in accordance with company guidelines
(prorated in 2004).  A detailed
presentation of your benefits program will be given to you during new employee
orientation.


 


To comply with the
government-mandated confirmation of employment eligibility, please review the
enclosed “Lists of Acceptable Documents” as approved by the United States
Department of Justice for establishing identity and employment eligibility (the
“I-9” process).  Please bring the required
I-9 documents to your orientation.


 


As an SVB employee, you
will be expected to abide by Company rules and regulations.  Nothing in this offer, or your acceptance of
it, alters your at-will employment status with Silicon Valley Bank.  You have the right to terminate your
employment at any time with or without cause or notice, and Silicon Valley Bank
reserves for itself an equal right.


 


To confirm your
acceptance of our offer, please sign one copy of this letter, complete the
enclosed Employment forms, including the employee confidentiality agreement,
and return the documents in the enclosed envelope.  This offer supersedes any and all other
written or verbal offers and is valid until


 





















 


November 29th,
2004, unless earlier withdrawn; it is also contingent upon successful
completion of the education, employment, psychological, and security background
verification and reference checks.


 


David, we are very
enthusiastic about your joining the Silicon Valley Bank team.  We are sure you will find Silicon Valley Bank
a stimulating and team-oriented company. 
The work environment is one of challenge, opportunity, and reward for
success.  If you have any questions,
please do not hesitate to call me.


 


Sincerely,


 


	
  /s/ LYNDA WARD
  PIERCE

  	
   

  
	
  Lynda Ward Pierce

  
	
  Head of Human Resources

  
	
   

  
	
   

  
	
   

  
	
  Accepted:

  	
   

  	
   /s/ DAVID
  KETSDEVER

  	
   Date:

  	
        November
  29, 2004

  	
   

  
	
   

  	
   

  
	
  Actual Start Date:

  	
   

  	
   November 29, 2004