Exhibit
10.26


 


February 20, 2004


 


 


Jack F. Jenkins-Stark


613 Murray Lane


Lafayette, CA  94549


 


 


Dear Jack:


 


My colleagues and I are very pleased to offer you the
position of Chief Financial Officer for Silicon Valley Bank.  Your estimated start date for this position
is to be determined.


 


SVB Base
Compensation:  


As the Chief Financial Officer your base salary will
be $250,000 annually ($20,833.33 per month).


 


SVB 2004
Incentive Compensation:


You will also be able to participate in Silicon Valley
Bank’s 2004 Incentive Compensation Plan (ICP). The ICP is funded with a pool of
dollars generated by the Bank achieving or exceeding targeted levels of success
and return.  Your bonus target is 55% of
your base salary.  Profits must be high
enough to support a minimal level of financial performance including earnings
per share. Awards are paid out annually.


 


SVB
Stock Options:


The Company will recommend to the Board of Directors
that a total of 50,000 stock options be awarded to you.   You will receive confirmation of your
approved options with the price information upon Board approval.  Your right to purchase your options shares
will be subject to a vesting schedule that provides for 25% of your option
shares to vest annually on the date approved 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 Administration.


 


Restricted
Stock or SVB Bonus:


The Company will recommend to the Board of Directors
that a total of 8,000 shares of restricted stock be awarded to you.   This award will vest 5,000 shares on the
first anniversary of your hire date and 3,000 shares on the second anniversary
of your hire date. The vesting of your stock shares is subject to your continued
employment with SVB during the vesting period.


 


Relocation
Benefits Available:


SVB will provide you with relocation assistance from
Lafayette, California to Headquarters as described in the enclosed “Executive
Relocation Program”.  Please contact
Linda Bader at (408) 654-7787 to initiate this benefit.


 


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 20 days of paid vacation (prorated), 10 days of
sick leave, and 2 personal days.  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.


 


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 and return the four documents in
the enclosed envelope.  This offer
supersedes any and all other written or verbal offers and is valid until
February 27, 2004 unless earlier withdrawn; it is also contingent upon
successful completion of the security background verification and reference
checks.


 


Jack, 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 Derek Witte at (408) 654-7446.


 


Sincerely,


 


 


	
  Ken Wilcox

  	
  Derek Witte

  
	
  President & CEO

  	
  General Counsel

  
	
   

  	
  & Head of Human Resources

  
	
   

  	
   

  
	
  Accepted:

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Actual Start Date: