Form of Restricted Stock Award Agreement



 EXHIBIT 10.20 
  

			
	Notice of Grant of Restricted Stock Award and Award Agreement	 	 SVB FINANCIAL GROUP
 ID: 94-2875288
 3003 Tasman Drive
 Santa Clara, CA 95054
  

	 Name
 Address
 City, State, Zip
	 	 Award Number:
 Plan: 2006 Equity Incentive Plan
 ID:
  


  

					
	Grant Agreement:
	Participant Name:	  	 
	Employee ID:	  	 
	Grant Number:	  	 
	Number of Shares of Restricted Stock:	  	 
	Date of Grant:	  	 
	Purchase Price per Share:	  	 
	Total Purchase Price:	  	 
	Expiration Date:	  	 
	Vesting Schedule:	  	 
	 	  	Vesting Date	  	Shares
	 	  	    	  	 
	 	  	    	  	 
	 	  	    	  	 

 Effective on the Date of Grant listed above, you have been granted an award of SVB Financial Group
(the “Company”) Restricted Stock (the “Award”). These Shares are restricted until the Vesting Date(s) show above. The current total value of the Award is $            .

 Shares in each period will vest in increments on the date(s) shown in the Vesting Schedule (“Vesting Dates”), subject to the
Participant continuing to be a Service Provider through each such date. 
  
  
 By your acceptance and the Company’s signature below, you
and the Company agree that this Award is granted under and governed by the terms and conditions of the Company’s 2006 Equity Incentive Plan and the Award Agreement, all of which are attached and made a part of this document. 
  
  
  

			
		
	  
	    	  

	SVB Financial Group	    	Date
		
	  
	    	  

	Participant Name	    	Date








 SVB FINANCIAL GROUP 
 RESTRICTED STOCK AWARD AGREEMENT 
 SVB Financial Group (the “Company”), pursuant to its
2006 Equity Incentive Plan (the “Plan”), has awarded to Participant Shares of Restricted Stock. 
 The Award hereunder is in
connection with and in furtherance of the Company’s discretionary bonus program for participation of the Company’s Service Providers. Defined terms not explicitly defined in this Award Agreement shall have the same definitions as in
the Plan or in the Notice of Grant of Restricted Stock (“Notice of Grant”), to which this Award Agreement is attached. 
 The
details of your Award are as follows: 
 1. TOTAL NUMBER OF SHARES
SUBJECT TO THIS AWARD. The total number of Shares subject to this Award is set forth in the Notice of Grant. 
 2. FORFEITURE RESTRICTION. Subject to the terms of Section 3(a), in the event Participant ceases to
be a Service Provider for any or no reason (including death or Disability) before the respective Vesting Dates (as set forth in the Notice of Grant), Participant shall forfeit the then Unreleased Shares (defined below) to the Company. Upon such
forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of
Shares being forfeited. 
 3. RELEASE OF SHARES FROM
FORFEITURE RESTRICTION. 
 (a) Subject to the limitations contained herein, the Shares will
vest (be released) as set forth in the Notice of Grant until either (i) the Shares become fully vested or (ii) Participant ceases to be a Service Provider for any reason. Notwithstanding the foregoing, upon the occurrence of a Change in
Control and subject to Participant’s “Covered Termination” (as defined in the Company’s Change in Control Severance Benefit Policy for Non-Executives), all then Unreleased Shares shall be released from the forfeiture
restriction. (The period beginning on the date of this Award Agreement and ending on each respective Vesting Date shall be referred to as the “Period of Restriction”). 
 (b) Until the Shares have been released from the forfeiture restriction, they may be referred to herein as “Unreleased Shares.”

  

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 (c) The Unreleased Shares may bear the following forfeiture restrictive legend: 

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FORFEITURE IN FAVOR OF THE COMPANY, AS SET FORTH IN A STOCK AGREEMENT
BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.” 
 (d) The Share certificates representing the Shares, when released from the forfeiture restriction, shall be delivered to Participant pursuant to Section 4 of this Award Agreement. 
 4. ISSUANCE OF SHARE CERTIFICATES. 
 (a) The certificates evidencing the Shares shall be held in escrow by the secretary of the Company until the end of the respective Period of
Restrictions (or earlier, upon a Covered Termination), at which time it shall be released to Participant by the Company in accordance with the provisions hereof. 
 (b) At the end of each Period of Restriction, the Company shall cause the appropriate certificate representing the Shares (then released from the forfeiture restriction) to be delivered to Participant;
provided, however that prior to such delivery Participant shall remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements in connection with the Shares then to be released. 
 (c) Subject to the terms hereof, Participant shall have all the rights of a stockholder with respect to such Shares before the Shares are
released from the forfeiture restriction, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. In the event of any dividend or other distribution (whether in the form of cash, Shares, other
securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the
corporate structure of the Company affecting the Shares, the Unreleased Shares will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of Unreleased Shares be entitled to new
or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be Unreleased Shares and will be
subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any Unreleased Shares, such rights or warrants may be held
or exercised by Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be Unreleased Shares and will
be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such
new or additional shares of stock, cash or securities, rights or warrants to purchase securities or shares or other securities acquired by the exercise of such rights or warrants. 
  

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 5. ADJUSTMENTS. All references to the number of Shares in this Award
Agreement shall be appropriately adjusted to reflect any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs after the date of this Award Agreement.

 6. PARTICIPANT’S REPRESENTATIONS. 
 (a) Tax Consequences. Participant has reviewed with Participant’s own tax advisors the federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Award Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Participant
understands that Participant (and not the Company) shall be responsible for Participant’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement.
 (b) Tax Withholding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the Shares of Restricted Stock
may be released from the escrow established pursuant to Section 4, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income, employment and other
taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it shall have the right (but not the obligation) to satisfy any tax withholding obligations by
reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable Shares otherwise are
scheduled to vest, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company. 
 7. AWARD NOT A SERVICE CONTRACT. This Award is not a guarantee of continued service and nothing in this Award shall be deemed to create in any way
whatsoever any obligation on Participant’s part to continue in the service of the Company, or of the Company to continue Participant’s service with the Company. In addition, nothing in this Award shall obligate the Company or any
Affiliate, or their respective stockholders, Board of Directors, officers or employees to continue any relationship which Participant might have as a Service Provider for the Company or Affiliate. 
 8. GOVERNING PLAN DOCUMENT. This Award is subject to all the provisions of the Plan, a copy
of which is attached hereto and its provisions are hereby made a part of this Award, including without limitation the provisions of Section 8 of the Plan relating to Restricted Stock provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this Award and those of the Plan, the provisions of the Plan shall control.

  

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 9. ADDITIONAL CONDITIONS TO RELEASE
FROM ESCROW. The Company will not be required to issue any certificate or certificates for Shares hereunder or release such Shares from the escrow established pursuant to Section 4
prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then listed; (b) the completion of any registration or other qualification of such
Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Administrator will, in its absolute discretion, deem necessary or advisable;
(c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable
period of time following the date of grant of the Restricted Stock as the Administrator may establish from time to time for reasons of administrative convenience. 
 10. GENERAL PROVISIONS. 
 (a) This Award Agreement
shall be governed by the laws of the State of California. This Award Agreement and the Plan represent the entire agreement between the parties with respect to the receipt of the Shares by Participant. Modifications to this Award Agreement or
the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award
Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of
any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock. 
 (b) The rights and benefits of the Company under this Award Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by
the Company’s successors and assigns. The rights and obligations of Participant under this Award Agreement may only be assigned with the prior written consent of the Company. 
 (c) Either party’s failure to enforce any provision or provisions of this Award Agreement shall not in any way be construed as a waiver
of any such provision or provisions, nor prevent that party from thereafter enforcing each and every other provision of this Award Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either
party’s right to assert all other legal remedies available to it under the circumstances. 
 (d) Participant agrees upon
request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Award Agreement. 
 By Participant’s electronic signature on the Notice of Grant, Participant represents that this Award Agreement in its entirety has been reviewed, has had an opportunity to obtain the advice of counsel prior to executing this Award
Agreement and fully understands all provisions of this Award Agreement. 
  

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 11. ELECTRONIC DELIVERY. The Company may, in its sole
discretion, decide to deliver any documents related to Awards granted under the Plan or future Awards that may be granted under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means.
Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Electronic execution of this Award Agreement and/or other documents shall have the same binding effect as a written or hard copy signature and accordingly, shall bind the Participant and the Company to all of the terms and conditions set forth in
the Plan, this Award Agreement and/or such other documents. 
 12. AUTHORIZATION TO
RELEASE AND TRANSFER NECESSARY PERSONAL INFORMATION. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of his or her personal data by and among, as applicable, the Company and the Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The
Participant understands that the Company and the Subsidiaries may hold certain personal information about the Participant including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social security
number (or any other social or national identification number), salary, nationality, job title, number of Shares held and the details of all Awards or any other entitlement to Shares awarded, cancelled, vested, unvested or outstanding for the
purpose of implementing, administering and managing the Participant’s participation in the Plan (the “Data”). The Participant understands that the Data may be transferred to the Company or any of the Subsidiaries, or to any third
parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country or elsewhere, and that the recipients’ country (e.g., the United States) may have
different data privacy laws and protections than the Participant’s country. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing,
administering and managing his or her participation in the Plan, including any requisite transfer of such Data to a broker or other third party assisting with the administration of Awards under the Plan or with whom Shares acquired pursuant to the
vesting of the Award or cash from the sale of such Shares may be deposited. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or the Subsidiaries, or to any third parties is necessary for his or
her participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation in the Plan. The Participant understands that he or she may, at any time,
view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein by contacting his or her local human resources representative in
writing. The Participant further acknowledges that withdrawal of consent may affect his or her ability to vest in or realize benefits from the Awards, and his or her ability to participate in the Plan. For more information on the consequences of
refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative. 
  

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