Amended & Restated Retention Program Plan (RP Years 1999-2007)



 EXHIBIT 10.4 
  
  
 AMENDED AND RESTATED 
 SVB FINANCIAL GROUP 
 RETENTION PROGRAM PLAN 
 RP YEARS 1999
to 2007 
 Effective as of January 1, 2004 
 Amended as of July 23, 2008 
  
  
 PURPOSE 
 The purpose of the Amended and Restated SVB Financial Group Retention Program Plan is to: 
  

	 	•	 	 Recognize the valuable contributions made by certain key individuals of the Company; and 


  

	 	•	 	 Retain and motivate those key individuals who are critical to the Company’s long-term success. 


 The Plan is designed to allow individuals to share in: (i) returns from designated investments made by the Company and its Affiliates, including
investments in designated venture capital funds and direct equity investments; (ii) income realized from the exercise of, and the subsequent sale of underlying shares of, warrants held by the Company; and (iii) other designated amounts, as
determined by the Compensation Committee. 
 This Plan shall be effective as of January 1, 2004, amended July 23, 2008. 

DEFINITIONS 
 “Affiliate” means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in sections 424e) of the Internal Revenue Code of 1986, as amended. 
 “Company” means SVB Financial Group, a Delaware corporation. 
 “Compensation Committee” means the Compensation Committee of the Board of Directors of the Company. 
 “Participant” means an employee chosen to participate in the Plan for any RP Year by the Company’s Steering Committee in its
sole discretion (participation of members of the Steering Committee or other executive officers requires the approval of the Compensation Committee) and who meets the eligibility requirements provided under this Plan. 
 “Plan” means this Amended and Restated SVB Financial Group Retention Program Plan. 
 “Pool” means in the case of any RP Years 1999 to 2007, the pool of returns on investments and other amounts designated by the
Compensation Committee for such RP Year under this Plan. 
 “Program” means the Company’s Retention Program.

  

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 “RP Year” means a full fiscal year of the Company. 
 “Steering Committee” means the Steering Committee of the Company or its designated subcommittee for purposes of administering the
Plan. 
 ADMINISTRATION 
 The Compensation Committee shall administer the Plan and shall have full power and authority to construe, interpret and administer the Plan, including waiver of any requirements under the Plan. The Compensation Committee may, at its
discretion, delegate its duties hereunder to the Steering Committee; provided, however, the following must be ratified by the Compensation Committee: (i) the allocated investments and other amounts to be included in
the Plan for each respective RP Year, and (ii) the percentage interests in the Plan of all Steering Committee members and other executive officers. 
 All determinations and decisions of the Compensation Committee shall be final, conclusive and binding upon all persons. 
 ELIGIBILITY FOR PARTICIPATION 
 To be eligible to participate in the Plan for
any RP Year, employee Participants must be employed with the Company or its Affiliates at the time of selection for participation. Additionally, all Participants shall abide by the Company’s Code of Conduct, Venture Capital Fund Investment
Policies and Procedures, and any other applicable policies and procedures of the Company and/or its Affiliates as determined by the Compensation Committee. 
 All Participants for each RP Year will be selected by the Compensation Committee, at its sole discretion. Participation by Steering Committee members or other executive officers must be ratified by the Compensation
Committee if the Compensation Committee’s administrative powers are delegated to the Steering Committee. 
 ANNUAL
PROGRAM 
 Pool 
 Under the Plan, the Compensation Committee will, on an annual basis, allocate certain investments and other amounts for inclusion in the Plan for the respective RP Year. Aggregate net returns on such designated
investments and amounts will constitute the Pool from which distributions to Participants will be made based on the Participants’ respective percentage interests in the Plan. 
 Term 
 The Company’s
obligation to make distributions under the Plan for an RP Year will be for ten (10) years. Final distributions from the Pool will be made to Participants on or before March 15 (or if such date is a Saturday or Sunday, the next business
day) of the tenth year after the RP Year. For example, the final distribution for RP Year 1999 shall be on or before March 15, 2009. 
  

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 Participants’ Percentage Interests 
 Each Participant’s share of the Pool for each RP Year will be determined by the Steering Committee, with the exception of Steering Committee members
and other executive officers, whose share of the Pool for each RP Year will be determined by the Compensation Committee. 
 Distributions 
 All distributions out of the Pool will be made by March 15 of the year following the
Company’s receipt. Distributions will be paid to Participants only to the extent returns are received by the Company, subject to the terms herein. If no returns are received by the Company on the investments allocated for a specific RP Year,
then no distributions will be made in the following year. 
 Any returns which the Company may receive in the form of stock will be retained
by the Company until such time as the Company, in its sole discretion, liquidates the stock. The Participants’ percentage interest in the proceeds realized from the liquidation of such stock will then be paid to the Participants by
March 15 following the year of liquidation. 
 Payment of any distributions under the Plan may be postponed, reduced and/or eliminated
pursuant to applicable law or regulation or as otherwise determined by federal and state regulations to which the Company and its Affiliates are subject, as determined by the Compensation Committee. 
 Distributions under the Plan are accrued on a quarterly basis for accounting purposes only. Participants are eligible for distributions only to
the extent that they meet the criteria below under Eligibility for Distributions. 
 Eligibility for Distributions

 In order to be entitled to receive distributions, Participants must be employed by the Company or its Affiliates on the date
distributions are paid to Participants, except as otherwise provided herein, and have satisfactory performance reviews. 
 A Participant
whose performance is unsatisfactory, as determined by such Participant’s supervisor in his or her reasonable discretion, forfeits any distributions which the Participant would otherwise have received by the March 15 following the year of
unsatisfactory performance. If the Participant’s performance improves to satisfactory or above in a subsequent year, the Participant will again become eligible to receive distributions under the Plan for such subsequent year or years, until the
expiration of the applicable 10-year term. 
 NO ASSURANCES OF DISTRIBUTIONS 

No assurances will be made by the Company or any of its Affiliates to any Participant as to payment of any distributions. No Participant may have any
claim against the Company in the event such Participant does not receive a distribution because the Company did not realize any returns from the designated investments and amounts. 
 TERMINATION OF EMPLOYMENT 
 Participants must be employed
by the Company on the date the distributions are actually paid for any RP Year. A Participant who terminates employment with the Company forfeits his or her interest in the Plan for all RP Years, whether or not accrued. A transfer of employment
between the Company and 

  

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its Affiliates shall not be deemed a termination of employment. Exceptions may only be made with the written approval of the Chief Executive Officer of the
Company. Exceptions for members of the Steering Committee or other executive officers may only be made with the approval of the Board of Directors Compensation Committee. 
 PRIOR YEAR PLANS 
 Nothing in this Plan shall be
construed as reducing any benefits granted to any Participant during any RP Year prior to January 1, 2004, unless consented to in writing by such Participant. 
  

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 WITHHOLDING 
 The Company will withhold from the payment of any distribution hereunder any amount required to be withheld for taxes. 
 NO RIGHTS TO EMPLOYMENT 
 Nothing in this Plan shall interfere
with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company or any Affiliate. 
 NO ASSIGNMENT; CERTAIN RIGHTS OF PARTICIPANTS 
 Except as otherwise required by applicable law, any interest, benefit, payment, claim or right of any participant under the Plan shall not be sold,
transferred, assigned, pledged, encumbered or hypothecated by any Participant and shall not be subject in any manner in to any claims of any creditor of any Participant or beneficiary, and any attempt to take any such action shall be null and void.
During the lifetime of any Participant, payment of a distribution shall only be made to such Participant. Notwithstanding the foregoing, the Compensation Committee may establish such procedures as it deems necessary for a Participant to designate a
beneficiary to whom any amounts would be payable in the event of any Participant’s death. 
 To the extent a Participant or other person
acquires a right to receive a distribution hereunder, such right shall be no greater than the right of an unsecured general creditor of the Company or any Affiliate. 
 ARBITRATION 
 Any and all disputes or controversies arising from or regarding the
interpretation, performance, enforcement or termination of the Plan will be resolved by final and binding arbitration under the procedures set forth in the Arbitration Procedures and the then existing rules of practice and procedure of the Judicial
Arbitration and Mediation Services, Inc. (or its successor entity). 
 SUSPENSION, REVISION, AMENDMENT
OR TERMINATION OF THE PLAN 
 The Compensation Committee may,
from time to time, suspend, revise, amend or terminate the Plan. 
 GOVERNING LAW 
 The Plan shall be governed by the laws of California. 
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