Exhibit 10.58


 


SILICON VALLEY BANCSHARES


 


SENIOR MANAGEMENT

INCENTIVE COMPENSATION PLAN


 


1.                                      PURPOSE.


 


The purpose of the Silicon Valley Bancshares Senior Management
Incentive Compensation Plan is: (i) to motivate, attract, reward and retain
highly qualified executives who are important to the Company’s success, and
(ii) to provide competitive compensation incentives relating directly to the
financial performance and long-term growth of the Company.


 


2.                                      DEFINITIONS.


 


(a)                                  “Affiliates” means any
parent corporation or subsidiary corporation, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f) of the Code,
respectively.


 


(b)                                 “Award” means the cash
dollar amount of incentive compensation payable to a Member under the Plan for
a Fiscal Year.


 


(c)                                  “Board” means the
Board of Directors of the Company.


 


(d)                                 “Code” means the
Internal Revenue Code of 1986, as amended.


 


(e)                                  “Committee” means the
Compensation Committee of the Board, or such other committee of the Board that
is designated by the Board to administer the Plan.


 


(f)                                    “Company” means
Silicon Valley Bancshares, a Delaware corporation, and its successors.


 


(g)                                 “Fiscal Year” means
the Company’s fiscal year ending December 31, 2004, and each subsequent fiscal
year thereafter.


 


(h)                                 “Guiding Principles”
means the fundamental principles, as may be set by the Company from time to
time, to which employees of the Company strive to adhere in the performance of
their job duties.


 


(i)                                     “Member” means a
member of the Steering Committee, who is an officer of the Company subject to
the reporting requirements of Section 16 of the Securities and Exchange Act of
1934, as amended.


 


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(j)                                     “Plan” means the
Silicon Valley Bancshares Incentive Compensation Plan, as amended from time to
time.


 


(k)                                  “Plan Pool” means the
reserved pool of cash available for granting Awards for the Fiscal Year under
the Plan.


 


(l)                                     “Steering Committee”
means the Steering Committee of the Company.


 


3.                                      ADMINISTRATION


 


The Committee
shall administer the Plan and shall have full power and authority to construe,
interpret, and administer the Plan.  All
determinations and decisions of the Committee shall be final, conclusive and
binding upon all persons.


 


4.                                      ELIGIBILITY


 


Each Member shall
be eligible to receive Awards for any Fiscal Year under the Plan, so long as he
or she has been employed at the Company or an Affiliate for at least three
months.


 


5.                                  PLAN
POOL; CORPORATE AND INDIVIDUAL TARGET


 


(a)                                  Plan Pool.  All Awards under this Plan shall be made
from the Plan Pool, unless otherwise determined by the Committee.  The size of the Plan Pool for each Fiscal
Year shall be determined by the Committee, based upon the corporate targets and
the individual payout targets for such Fiscal Year as determined pursuant to
Section 5(b) below.  The Committee may,
at its discretion, also establish a minimum and/or maximum pool size.  For accounting purposes, the Plan Pool shall
be accrued on an annual basis or on such other basis as the Committee deems
appropriate.


 


(b)                                 Corporate Targets; Individual Payout
Targets.  Within the
first four months of the Fiscal Year, the Committee shall determine the
corporate targets on which Awards shall be calculated.  The corporate targets shall be based on one
or more indicators of the Company’s financial performance, such as net income,
earnings per share, return on equity, earnings, gross profit and stock
price.  Additionally, within the first
four months of the Fiscal Year, the Committee shall determine the individual
payout targets for each Member, based on the extent of achievement of the
established corporate targets (including minimum and maximum payout targets for
underachievement or overachievement). 
Such individual payout targets shall be based on the Member’s annual
base salary.


 


(c)                                  Change in Business.  If, at any time during the Fiscal Year, the
Committee deems a change in the Company’s business, operations, corporate or
capital structure, the manner in which it conducts business or any other change
to be extraordinary and material and determines that, as a result of such
change, the Plan Pool or any corporate target is no longer appropriate for such
Fiscal Year, it may modify such Plan Pool or corporate target, as it deems
appropriate and equitable in its discretion.


 


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6.                                  PAYMENT
OF AWARDS


 


(a)                                  Determination of Actual Awards.  Subject to the terms and conditions herein,
actual Awards to each Member under the Plan for each Fiscal Year shall be based
on: (i) the extent of achievement of the applicable corporate targets as
determined pursuant to Section 5(b) above, and (ii) the Member’s individual
payout targets.  All Awards are subject
to adjustment, based on the Committee’s assessment of the Member’s contributions
and performance during the applicable Fiscal Year (including the adherence of
such Member to the Company’s Guiding Principles).


 


As soon as
practicable after the Fiscal Year (but before March 1 of such year), the
Committee shall confirm the extent to which the applicable corporate targets
were achieved, along with the amounts of the actual Awards to be paid to each
Member.


 


(b)                                 Payment of Awards.  Subject to Section 6(d) below, Awards under
the Plan shall be paid in cash to Members on or before March 1 following the
end of the applicable Fiscal Year.  If a
Member under the Plan serves as a member of the Steering Committee for only a
portion of the applicable Fiscal Year, such Member may be entitled to receive a
prorated Award, as determined by the Committee in its sole discretion.


 


(c)                                  Discretionary Awards.  
Notwithstanding the foregoing, for any Fiscal Year, the Committee may
make such other or additional Awards to any Member under the Plan as it deems
appropriate, so long as the aggregate Awards made under the Plan do not exceed
the maximum Plan Pool (if a maximum has been established by the Committee).


 


(d)                               Termination of Employment.  A Member shall have no right to any Award
under the Plan for any Fiscal Year if such Member is not actively employed by
the Company or its Affiliates on the date on which Awards are actually paid for
such Fiscal Year, unless otherwise determined by the Committee. A transfer of
employment between the Company and any of its Affiliates shall not be deemed a
termination of employment.


 


6.                                      WITHHOLDING.


 


The Company or
any Affiliate shall withhold from the payment of any Award hereunder any amount
required to be withheld for taxes.


 


7.                                      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 Member’s employment at any
time, nor confer upon any Member any right to continue in the employ of the
Company or any Affiliate.


 


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8.                                      NO
ASSIGNMENT; CERTAIN RIGHTS OF MEMBERS.


 


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 Member and shall
not be subject in any manner in to any claims of any creditor of any Member or
beneficiary, and any attempt to take any such action shall be null and
void.  During the lifetime of any
Member, payment of an Award shall only be made to such Member.  Notwithstanding the foregoing, the Committee
may establish such procedures as it deems necessary for a Member to designate a
beneficiary to whom any amounts would be payable in the event of any Member’s
death.


 


To the extent a Member or other person acquires a right to receive
payment with respect to an Award hereunder, such right shall be no greater than
the right of an unsecured general creditor of the Company or any
Affiliate.  All amounts payable under
the Plan shall be paid from the general assets of the Company and no special or
separate fund or deposit shall be established and no segregation of assets
shall be made to assure payment of such amounts.


 


9.                                      SUSPENSION,
REVISION, AMENDMENT OR TERMINATION OF THE PLAN.


 


The Committee may, from time to time, suspend, revise, amend or
terminate the Plan.


 


10.                               GOVERNING
LAW.


 


The Plan shall be governed by the laws of California.


 


 


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