Exhibit 10.1


December 11, 2008


 


Heritage Commerce Corp

150 Almaden Boulevard

San Jose, CA  95113


 


James Mayer

2596 Danville Boulevard

Alamo, CA  94501


 


Gentlemen:


 


Reference is made to that certain Employment Agreement
entered into as of February 8, 2007 (“Employment Agreement”)
by and between Heritage Bank of Commerce, a California banking corporation (the
“Bank”) and James Mayer, an individual (“Executive”). Bank and Executive desire to make certain
modifications to the Employment Agreement in accordance with the terms of this
Letter Agreement.


 


Section 6(e)(iii) of the Employment
Agreement provides in full as follows:


 


“If Executive gives written notice to the Bank during
the 18th full calendar month following the Effective Date of his desire to
terminate this Agreement and his employment with an effective date 30 days
following the date of delivery of such notice, then the Bank shall accept the
notice of termination and pay Executive $300,000, payable $16,666.66 per month
for 18 months commencing on the first full calendar month following Executive’s
termination date, provided however, that Executive does not breach any of his
remaining obligations under this Agreement or the Non-Compete Non Solicitation
and Confidentiality Agreement with HCC [Heritage Commerce Corp] and the Bank
dated the date hereof.”


 


Bank and Executive desire to modify Section 6(e)(iii) and
hereby agree as follows:


 


1.             Executive hereby gives written
notice to the Bank that Executive desires to terminate his employment with such
termination to be effective May 1, 2009. 
Executive shall remain an employee of Bank and the Term of his
employment (as defined in the Employment Agreement) shall remain in force until
May 1, 2009.


 


2.             Bank hereby accepts Executive’s
notice of termination of employment  to
be effective May 1, 2009 and agrees to pay to Executive $300,000, payable
$16,666.66 per month for 18 months commencing on June 1, 2009, provided,
however, that Executive does not breach any of his remaining obligations under
the Employment Agreement which by their terms


 

















 


continue after the Term
of the Employment Agreement or the terms of that certain Non-Compete
Non-Solicitation and Confidentiality Agreement by and among Heritage Commerce
Corp, the Bank and the Executive dated February 8, 2007.


 


3.             For purposes of Section 5.7 of
the Employment Agreement, the “Date of Termination” shall be May 1, 2009,
provided, however, that if Executive’s employment is terminated prior to May 1,
2009 under the terms of the Employment Agreement other than Section 6(e)(iii) or
this Letter Agreement, the “Date of Termination” shall be as provided in Section 5.7.


 


Except as provided in this Letter Agreement, the
Employment Agreement shall remain in full force and effect without further
modifications or amendments.


 


The parties hereto have executed this Letter Agreement
on the date first indicated above.


 


	
   

  	
  HERITAGE BANK OF
  COMMERCE,

  
	
   

  	
  a California
  banking corporation

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter T.
  Kaczmarek

  
	
   

  	
   

  	
  Walter T. Kaczmarek

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ James Mayer

  
	
   

  	
  James Mayer

  



 


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