EMPLOYMENT AGREEMENT


 


This Agreement is made and entered into
on _________ ___, 2014, by and among Bridge Capital Holdings (“BCH”), Bridge Bank, National Association (“Bank”)
and Margaret M. Bradshaw (“Executive”) for the purposes set forth hereinafter (“Agreement”).


 


RECITALS


 


WHEREAS, BCH is a California
corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended, subject to the supervision
and regulation of the Board of Governors of the Federal Reserve System (“BGFRS”);


 


WHEREAS, BCH is the
parent holding company for the Bank, which is a national banking association and wholly-owned subsidiary of BCH, subject to the
supervision and regulation of its primary federal regulatory agency, the Office of the Comptroller of the Currency (“OCC”),
and indirectly through the insurance of its deposits by the Federal Deposit Insurance Corporation (“FDIC”);


 


WHEREAS, Executive is currently the Executive
Vice President and Chief Banking Officer of the Bank pursuant to an offer of employment agreement dated June 15, 2010, by and between
the Bank and the Executive (the “Prior Agreement”); and


 


WHEREAS, it is the intention of the parties
to enter into this Agreement for the purposes of assuring the continued services of the Executive as the Executive Vice President
and Chief Banking Officer of the Bank.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, BCH, the Bank and the Executive agree as follows:


 


AGREEMENT


 


1.           Term of Employment; Termination
of Prior Agreement and Waiver of Rights and Benefits and Release of Obligations Thereunder. Pursuant to this Agreement, the
Bank hereby employs the Executive and the Executive hereby accepts employment with the Bank, upon the terms and conditions hereinafter
set forth. The term of Executive’s employment under this Agreement shall be a period of three (3) years from the date hereof,
subject to the termination provisions of paragraph 16. Upon the occurrence of the third annual anniversary of the date of this
Agreement, and on each anniversary date thereafter unless terminated earlier, the term of Executive’s employment under this
Agreement shall be deemed automatically extended for an additional one (1) year period. Notwithstanding the foregoing, BCH, the
Bank and the Executive acknowledge and agree that the Executive’s employment is “at will” and nothing contained
in this Agreement is intended by the parties or shall be interpreted to amend, modify or otherwise change the “at will”
nature of the employment relationship between BCH, the Bank and the Executive including, but not limited to, the right of any party
to terminate the employment relationship at any time during (i) such three (3) year term of Executive’s employment under
this Agreement and/or (ii) any additional one (1) year extended period of the term of Executive’s employment under this Agreement,
in each case of (i) and (ii) above, in accordance with and subject to the termination provisions of paragraph 16 of this Agreement.


 




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In consideration of the Executive’s
base salary and such other benefits provided pursuant to this Agreement, which the Executive and the Bank acknowledge and agree
represents an increase in compensation benefits over the compensation benefits provided under the Prior Agreement and is adequate
consideration for the termination of the Prior Agreement, BCH, the Bank and the Executive agree that the Prior Agreement is hereby
terminated effective as of the date of this Agreement and that this Agreement is intended by the parties hereto to supersede in
full and constitute a complete replacement for the Prior Agreement and any rights and benefits thereunder, but does not supersede
or replace the rights and benefits under (i) the Indemnification Agreement specified in paragraph 5 of this Agreement or (ii) any
stock option or equity award agreement between BCH and the Executive as specified in paragraph 12 of this Agreement. In furtherance
thereof and notwithstanding any other provision of this Agreement or the Prior Agreement to the contrary, the Executive, for herself,
and her heirs, beneficiaries, executors, administrators, trustees, and any other legal or personal representatives, agents, successors
or permitted assignees or transferees, further expressly agrees to and does hereby waive and relinquish any and all claims, rights
and benefits under the Prior Agreement and specifically releases the Bank and BCH, and their respective directors, officers, employees,
agents, affiliates and successors, from any obligations, duties and liabilities under the Prior Agreement including the waiver
of any claims and any matters covered or contemplated by California Civil Code Section 1542 which reads as follows:


 


“A general release does not extend
to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which
if known by him or her must have materially affected his or her settlement with the debtor.”


 


2.           Duties and Obligations of Executive. The Executive
shall serve as the Executive Vice President and Chief Banking Officer of the Bank pursuant to this Agreement and shall perform
the customary duties of such office in the commercial banking industry and such additional duties not inconsistent therewith, as
may from time to time be reasonably requested of her by the President and Chief Executive Officer and the Board of Directors of
the Bank.


 




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3.           Devotion to Bank’s and BCH’s Business.


 


(a)          The Executive shall devote her full business time,
ability, and attention to the business of the Bank during the term of Executive’s employment under this Agreement and shall
not during the term of her employment engage in any other business activities, duties, or pursuits whatsoever, or directly or indirectly
render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation
or otherwise, without the prior written consent of the Board of Directors of the Bank. However, the expenditure of reasonable amounts
of time for educational, charitable, or professional activities shall not be deemed a breach of this Agreement if those activities
do not materially interfere with the services required of the Executive under this Agreement. Nothing in this Agreement shall be
interpreted to prohibit the Executive from making passive personal investments. However, the Executive shall not directly or indirectly
acquire, hold, or retain any interest in any business competing with or similar in nature to the business of the Bank and BCH,
except passive shareholder investments in other financial institutions and their respective affiliates which do not exceed five
percent (5%) of the outstanding voting securities in the aggregate in any single financial institution and its affiliates on a
consolidated basis.


 


(b)          The Executive hereby represents and agrees that the
services to be performed under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character
that gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law.
The Executive therefore expressly agrees that the Bank and BCH, in addition to any other rights or remedies that the Bank and BCH
may possess, shall be entitled to injunctive and other equitable relief to prevent or remedy a breach of this Agreement by the
Executive.


 


4.          Noncompetition, Nonsolicitation and Nondisclosure
by the Executive.


 


(a)          The Executive shall not, during the term of Executive’s
employment under this Agreement, directly or indirectly, either as an employee, employer, consultant, agent, principal, stockholder
(except as permitted in paragraph 3 (a) of this Agreement), officer, director, or in any other individual or representative capacity,
engage or participate in any competitive banking or financial services business without the prior written consent of the Board
of Directors of the Bank.


 


(b)          Following termination of this
Agreement and the Executive’s employment hereunder and for a period of twelve (12) months thereafter, the Executive shall
not use any confidential, trade secret, or proprietary information of the Bank or BCH, or their affiliates and subsidiaries, including
information described in paragraph 6 below, to solicit, encourage or assist, directly, indirectly or in any manner whatsoever,
(i) any employees of the Bank, BCH or their affiliates and subsidiaries (including any former employees who voluntarily terminated
such employment within a twelve (12) month period prior to the Executive’s termination of employment with the Bank or BCH)
to resign or to apply for or accept employment with any other competitive banking or financial services business within the counties
in California in which the Bank has located its headquarters or branch offices; or (ii) any customer, person or entity that has
a business relationship with the Bank or during the twelve (12) month period prior to the Executive’s termination of employment
with the Bank was engaged in a business relationship with the Bank, to terminate such business relationship and engage in a business
relationship with any other competitive banking or financial services business within the counties in California in which the Bank
has located its headquarters or branch offices.


 




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(c)          Following termination of this Agreement
and the Executive’s employment hereunder and for a period of twelve (12) months thereafter, the Executive will not (i) disclose
or use in any manner whatsoever, confidential, trade secret and proprietary information of the Bank, BCH, or their affiliates and
subsidiaries, including information described in paragraph 6 below except as expressly permitted thereunder; and/or (ii) assist
(by disclosing information described in paragraph 6 below except as expressly permitted thereunder) any person or entity, directly,
indirectly or in any manner whatsoever, that engages in or seeks to engage in any competitive banking or financial services business.


 


5.           Indemnification. The Executive entered into
an indemnification agreement with the Bank dated June 15, 2010, pursuant to which, to the extent permitted by law and applicable
regulations of the BGFRS and OCC, the Bank, and as applicable BCH, shall indemnify the Executive if she was or is a party or is
threatened to be made a party in any action brought by a third party against the Executive (whether or not the Bank or BCH is joined
as a party defendant) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection
with said action if the Executive acted in good faith and in a manner the Executive reasonably believed to be in the best interests
of the Bank and BCH (and with respect to a criminal proceeding if the Executive had no reasonable cause to believe her conduct
was unlawful), provided that the alleged conduct of the Executive arose out of and was within the course and scope of her employment
as an officer or Executive of the Bank and BCH.


 


6.           Disclosure of Information. The Executive shall
not, either before or after termination of Executive’s employment under this Agreement, without the prior written consent
of the Board of Directors of BCH or except as required by law to comply with legal process including, without limitation, by oral
or written testimony, depositions, interrogatories, requests for information or documents, subpoena, civil investigative demand
or similar process, disclose to anyone any financial information, trade or business secrets, customer lists, computer software
or other information concerning the business or operations of the Bank or BCH and their respective affiliates and subsidiaries;
provided, that such information shall not include information (i) in or which enters the public domain (other than by breach of
the Executive’s obligations hereunder); (ii) acquired by the Executive other than in connection with her employment; or (iii)
that is disclosed to the Executive by a third party not obligated to BCH or the Bank to keep such information confidential. The
Executive further recognizes and acknowledges that any financial information concerning any customers of the Bank or BCH and their
respective affiliates and subsidiaries, as it may exist from time to time, is strictly confidential and is a valuable, special
and unique asset of Bank’s and BCH’s business. The Executive shall not, either before or after termination of this Agreement,
without such consent or except as required by law, disclose to anyone said financial information or any part thereof, for any reason
or purpose whatsoever. In the event the Executive is required by law to disclose such information described in this paragraph 6,
the Executive will provide the Bank and BCH, and their counsel with immediate notice of such request so that they may consider
seeking a protective order. If, in the absence of a protective order or the receipt of a waiver hereunder, the Executive is nonetheless,
in the written opinion of knowledgeable counsel, compelled to disclose any of such information to any tribunal or any other party
or else stand liable for contempt or suffer other material censure or material penalty, then the Executive may disclose (on an
“as needed” basis only) such information to such tribunal or other party without liability hereunder. Notwithstanding
the foregoing, the Executive may disclose such information concerning the business or operations of the Bank or BCH and their respective
affiliates and subsidiaries as may be required by the BGFRS, OCC or other regulatory agency having jurisdiction over the operations
of the Bank or BCH in connection with an examination of the Bank or BCH or other proceeding conducted by such regulatory agency.


 




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7.           Written, Printed or Electronic Material. All
written, printed or electronic material, notebooks and records including, without limitation, computer disks used by the Executive
in performing duties for the Bank or BCH, other than the Executive’s personal address lists, telephone lists, notes and diaries,
are and shall remain the sole property of the Bank and BCH. Upon termination of employment, the Executive shall promptly return
all such material (including all copies, extracts and summaries thereof) to the Bank or BCH.


 


8.           Surety Bond and Severance Benefit.
The Executive agrees that she will furnish all information and take any other steps necessary from time to time to enable the Bank
to obtain or maintain a fidelity bond conditional on the rendering of a true account by the Executive of all monies, goods, or
other property which may come into the custody, charge, or possession of the Executive during the term of her employment. The surety
company issuing the bond and the amount of the bond must be acceptable to the Bank. All premiums on the bond shall be paid by the
Bank. The Bank, BCH or their respective successors, shall have no obligation to pay or provide severance benefits to the Executive
in accordance with paragraph 16 (d) or 16 (e), as applicable, of this Agreement in the event that the Executive’s employment
is terminated in connection with the Executive’s non-insurability for surety bond coverage as determined in the sole discretion
of the Bank’s insurer at any time during the term of Executive’s employment under this Agreement.


 


9.           Base Salary. The Executive
shall receive a base salary at the rate of two hundred twenty thousand dollars ($220,000) for the first twelve (12) months of the
Executive’s term of employment under this Agreement, payable in installments of approximately nine thousand one hundred sixty-six
dollars and sixty-six cents ($9,166.66) on the fifteenth and last day of each month. The Executive’s base salary during each
subsequent year of the term of Executive’s employment under this Agreement shall be subject to annual adjustment increase
or decrease as determined by the BCH’s Board of Directors, in its sole discretion, resulting from the Board of Directors
annual review of the consolidated results of operations of BCH, Executive’s total compensation and such other performance criteria
or factors as the Board of Directors deems appropriate. All payments of base salary shall be subject to applicable adjustments
for withholding taxes, prorations for any partial employment period and such other applicable payroll procedures of the Bank.


 




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10.         Salary Continuation During Disability.
If the Executive for any reason (except as expressly provided below) becomes temporarily or permanently disabled so that she is
unable to perform the duties under this Agreement, the Executive shall be paid the base salary otherwise payable to Executive pursuant
to paragraph 9 of this Agreement, reduced by the amounts received by the Executive from state disability insurance, or worker’s
compensation or other similar insurance benefits through policies provided by the Bank or BCH, for a period of six (6) months from
the date of disability. For purposes of this paragraph 10, “disability” shall be defined as provided in the Bank’s
or BCH’s disability insurance program.


 


11.         Incentive Compensation. Subject
to paragraph 17 of this Agreement, the Executive shall be entitled to receive an annual incentive compensation payment pursuant
to the terms of the Management Incentive Compensation Plan in effect at the date of this Agreement and as amended at any future
date (the “Incentive Plan”) or pursuant to any successor incentive plan or arrangement adopted by the Bank or BCH for
its officers. Except as set forth in the Incentive Plan or in any successor incentive plan or arrangement, no incentive compensation
payments shall be prorated for a partial year and the Executive shall not be entitled to receive incentive compensation payments
for any year during the term of this Agreement in which the Executive was not employed by the Bank or BCH for the full fiscal year.
Notwithstanding any provision of the Incentive Plan or any successor incentive plan or arrangement, no right of continued employment
or any modification of the “at will” nature of the Executive’s employment with BCH and/or the Bank shall be conferred
upon the Executive thereunder or result therefrom.


 


12.         Stock Options/Equity Awards.
The Executive acknowledges having received the grant of stock options and/or equity awards pursuant to the BCH Amended and Restated
2001 Stock Option Plan and/or BCH 2006 Equity Incentive Plan (collectively, the “BCH Plans”). Any future stock option
grant or equity award to the Executive pursuant to the BCH Plans shall be (i) determined by and in the sole discretion of the Board
of Directors of BCH and (ii) evidenced by a stock option or equity award agreement in the form required by the BCH Plans. Notwithstanding
any provision of the BCH Plans or any such stock option or equity award agreement to the contrary, no right of continued employment
or any modification of the “at will” nature of the Executive’s employment with BCH and/or the Bank shall be conferred
upon the Executive thereunder or result therefrom.


 


13.         Other Benefits. The Executive
shall be entitled to those benefits adopted by the Bank and BCH for all officers of the Bank and BCH, subject to applicable qualification
requirements and regulatory approval requirements, if any. The Executive shall be further entitled to the following additional
benefits which shall supplement or replace, to the extent duplicative of any part or all of the general officer benefits, the benefits
otherwise provided to the Executive:


 




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(a)          Vacation. The Executive shall
be entitled to twenty-two (22) business days of annual vacation leave at her then existing rate of base salary each year during
the term of Executive’s employment under this Agreement. The Executive may be absent from her employment for vacation as
long as such leave is reasonable and does not jeopardize her responsibilities and duties specified in this Agreement. The length
of vacation should not exceed ten (10) business days without the approval of the Bank’s Chief Executive Officer. Vacation
time will accrue in accordance with the Bank’s personnel policies.


 


(b)          Automobile Allowance and Insurance.
The Bank or BCH will pay to the Executive an automobile allowance in the amount of seven hundred fifty dollars ($750) per month
during the term of Executive’s employment under this Agreement. The Bank or BCH shall reimburse the Executive for gasoline
or other fuel expenditures related to business use of the automobile acquired or used by the Executive upon presentation and approval
of receipts, invoices or other appropriate evidence of such expense in accordance with the policies of the Bank or BCH. The Executive
shall acquire or otherwise make available for her business and personal use an automobile suitable to her position and maintain
it in good condition and repair. The Executive shall (i) obtain and maintain public liability insurance and property damage insurance
policies with insurer(s) acceptable to the Bank and BCH and with such coverages in such amounts as may be acceptable to the Bank
and BCH from time to time, (ii) provide copies of such policies, endorsements or other evidence of insurance acceptable to the
Bank and BCH and (iii) such insurance policies shall include notice to the Bank or BCH in the event the coverages approved by the
Bank and BCH are changed in any material respect or cancelled. Notwithstanding the foregoing, the Bank or BCH may, in its discretion,
elect to (i) require that the policies name the Bank and BCH as additional insureds, subject to the requirement that the Executive’s
allowance described above shall be increased in an amount equal to the additional premium expense, if any, resulting from the Bank
and BCH being named as additional insureds or (ii) provide and pay for such insurance policies in lieu of the Executive maintaining
such policies.


 


(c)          Insurance. The Bank or BCH shall
provide during the term of Executive’s employment under this Agreement at no cost to the Executive group life, health (including
medical, dental, vision and hospitalization), accident and disability insurance coverage for the Executive and her dependents through
a policy or policies provided by the insurer(s) selected by the Bank or BCH in its sole discretion.


 


(d)          Financial Planning. The Bank
or BCH will reimburse the Executive, upon presentation and approval of receipts, invoices or other appropriate evidence of expense
in accordance with the policies of the Bank or BCH, for the cost of (i) consultation with financial planning and/or estate planning
advisors, (ii) premiums incurred by the Executive for personal life and health insurance coverages supplemental to any group insurance
coverages provided by the Bank or BCH, for the Executive individually and, as applicable, the Executive’s dependents, (iii)
consultation with financial advisors related to personal investments, (iv) investment advisory and management fees, and (v) tax
planning and accounting fees (the “Permissible Purposes”). The amount of reimbursement allowance shall be limited to
(i) up to seven thousand five hundred dollars ($7,500) of the expense incurred by the Executive for the first year that the Executive
incurs expense for any of the Permissible Purposes and (ii) up to an additional two thousand five hundred dollars ($2,500) of expense
for any of the Permissible Purposes in each subsequent year during the term of Executive’s employment under this Agreement.


 




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Notwithstanding the foregoing, any portion
of such reimbursement allowance which is not fully spent during a particular year shall lapse and will not carryover from one year
to another year or otherwise be available or increase the reimbursement allowance in any year during the term of Executive’s
employment under this Agreement.


 


(e)          Technology Devices and Internet
Service. The Bank or BCH will provide at its expense the following technology devices to be used by the Executive for Bank
business purposes: (i) a smartphone and related internet service for business applications and (ii) a computer and printer and
related DSL internet service maintained at the Executive’s primary residence. The technology devices will (i) comply with
the Bank’s and BCH’s information technology policies and (ii) be owned by the Bank at all times during the term of
Executive’s employment under this Agreement. The Bank or BCH will reimburse the Executive for the expense of such smartphone
internet and DSL internet services, upon presentation and approval of receipts, invoices or other appropriate evidence of such
expense in accordance with the policies of the Bank or BCH.


 


(f)           Reimbursement of Legal Expense.
The Bank or BCH will reimburse the Executive, upon presentation and approval of receipts, invoices or other appropriate evidence
of expense in accordance with the policies of the Bank or BCH, for up to three thousand dollars ($3,000) of the expense incurred
by the Executive for consultation with an attorney in connection with the negotiation and execution of this Agreement.


 


(g)          Deferred Compensation Plan.
The Executive will be entitled to participate in any non-qualified deferred compensation plan that the Board of Directors of the
Bank or BCH determines in its sole discretion to establish for the deferral of compensation earned by the Executive pursuant to
this Agreement.


 


(h)          Education. The Bank or BCH will
reimburse the Executive, upon presentation and approval of receipts, invoices or other appropriate evidence of expense in accordance
with the policies of the Bank or BCH, for expenses incurred for education in compliance with education policies established by
the Bank or BCH.


 


14.         Annual Physical Examination.
The Bank or BCH shall pay or reimburse the Executive for up to five hundred dollars ($500) of the cost, if any, in excess of applicable
insurance coverage specified in paragraph 13(c) of this Agreement for an annual physical examination conducted by a California
licensed physician selected by the Executive, the results of which examination shall not be required to be disclosed to BCH or
the Bank. Any such reimbursement shall be made upon presentation and approval of receipts, invoices or other appropriate evidence
of such expense in accordance with the policies of the Bank or BCH.


 




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15.         Business Expenses; Memberships.
The Executive shall be reimbursed for all ordinary and necessary expenses incurred by the Executive in connection with her employment.
The Executive shall also be reimbursed for reasonable expenses incurred in activities associated with promoting the business of
the Bank and BCH, including expenses for entertainment, travel, conventions, educational programs, dues and expenses related to
membership in a fitness club, or similar items. All such expenses described above will be subject to compliance with applicable
policies of the Bank or BCH and any memberships will be further subject to the prior approval of the Board of Directors of the
Bank or BCH in its sole discretion. All such reimbursements shall be made upon presentation and approval of receipts, invoices
or other appropriate evidence of such expense in accordance with the policies of the Bank or BCH.


 


16.         Termination of Agreement.


 


(a)          Automatic Termination. This
Agreement shall terminate automatically without further act of the parties and immediately upon the occurrence of any one of the
following events, subject to either party’s right, without any obligation whatsoever, to waive an event reasonably susceptible
of waiver, and the obligation of the Bank or BCH to pay the amounts which would otherwise be payable to the Executive under this
Agreement through the end of the month in which the event occurs, except that only in the event of termination based upon subparagraphs
(1), (4) or (11, to the extent of the Bank’s or BCH’s breach) below shall the Executive be entitled to receive severance
benefits based upon automatic termination pursuant to paragraph 16 (d) of this Agreement:


 


		(1)	The occurrence of circumstances that make it impossible or impractical for the Bank and BCH to conduct or continue its business.



 


		(2)	The death of the Executive.



 


		(3)	The loss by the Executive of legal capacity.



 


		(4)	The loss by the Bank and BCH of legal capacity to contract.



 


		(5)	The willful, intentional and material breach or the habitual and continued neglect by the Executive of her employment responsibilities
and duties.



 


		(6)	The continuous mental or physical incapacity of the Executive, subject to disability rights under this Agreement.



 




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		(7)	The Executive’s willful and intentional violation of any state or federal banking or securities laws, or of the bylaws, rules,
policies or resolutions of the Bank or BCH, or the rules or regulations of the BGFRS, FDIC, OCC, or other regulatory agency or
governmental authority having jurisdiction over the Bank or BCH, which has a material adverse effect upon the Bank or BCH.



 


		(8)	The written determination by a state or federal regulatory agency or governmental authority having jurisdiction over the Bank
or BCH that the Executive is not suitable to act in the capacity for which she is employed by the Bank or BCH.



 


		(9)	The Executive’s conviction of (i) any felony or (ii) a crime involving moral turpitude, or the Executive’s willful
and intentional commission of a fraudulent or dishonest act.



 


		(10)	The Executive’s non-insurability for surety bond coverage as determined in the sole discretion of the Bank’s insurer
at any time during the term of Executive’s employment under this Agreement.



 


		(11)	A material breach of the terms or provisions of this Agreement, which breach remains uncured after thirty (30) days
from the date written notice of breach including the basis for the good faith determination of breach is given by the non-breaching
party to another party.



 


(b)          Termination by Bank or BCH.
The Bank or BCH may, at its election and in its sole discretion, terminate the Executive’s employment and this Agreement
at any time and for any reason or for no reason, upon thirty (30) days prior written notice to the Executive, without prejudice
to any other remedy to which the Bank or BCH may be entitled either at law, in equity or under this Agreement. Unless otherwise
agreed in writing between the Executive, the Bank and BCH, at the time such notice is given the Executive shall immediately cease
performing and discharging the duties and responsibilities of her positions and remove herself and her personal belongings from
the Bank’s and BCH’s premises. All rights and obligations accruing to the Executive under this Agreement shall cease
at such termination, except that such termination shall not prejudice the Executive’s rights regarding employment benefits
which shall have accrued prior to such termination, including the right to receive the severance benefits specified in paragraph
16 (d) below, and any other remedy which the Executive may have at law, in equity or under this Agreement, which remedy accrued
prior to such termination.


 


(c)          Termination by Executive. This
Agreement and Executive’s employment may be terminated by the Executive as follows:


 




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(i) the Executive may terminate her employment
and this Agreement at any time and for any reason or no reason, upon thirty (30) days prior written notice to the Bank or BCH.
Unless otherwise agreed in writing between the Executive, the Bank and BCH, at the time such notice is given the Executive shall
immediately cease performing and discharging the duties and responsibilities of her positions and remove herself and her personal
belongings from the Bank’s and BCH’s premises. All rights and obligations accruing to the Executive under this Agreement
shall cease at such termination, except that such termination shall not prejudice the Executive’s rights regarding employment benefits
which shall have accrued prior to such termination and any other remedy which the Executive may have at law, in equity or under
this Agreement, which remedy accrued prior to such termination; or


 


(ii) the Executive may terminate her employment
and this Agreement at any time upon thirty (30) days prior written notice to the Bank or BCH, based on the Executive’s good
faith determination of the existence of “good reason” therefore, subject to the right of the Bank or BCH to cure the
matter alleged as the basis for the Executive’s determination that “good reason” exists as described herein.
In order to be considered a “good reason,” such notice must be given to the Bank or BCH within ninety (90) days of
the occurrence of the event causing the “good reason” to exist. For purposes of this Agreement, “good reason”
shall mean that without the Executive’s written consent there occurs (A) any material adverse change in the nature and scope
of the Executive’s position, authorities, responsibilities, duties, or a change of twenty (20) miles or more in the Executive’s
location of employment, or any material reduction in the Executive’s base salary, incentive compensation (including any material
adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under this Agreement, or
(B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise)
of the Executive’s employment. The Executive shall specify in any such notice to the Bank or BCH the specific basis for her good
faith determination that “good reason” exists and the Bank or BCH shall have thirty (30) days within which to cure
any matter alleged by the Executive as the basis for such “good reason” determination by the Executive. If, in the
reasonable good faith determination of the Executive, the matters alleged by the Executive as “good reason” are cured
within such thirty (30) day period, then the Executive shall not be entitled to terminate her employment and this Agreement based
thereon. Unless otherwise agreed in writing between the Executive, the Bank and BCH, upon termination, the Executive shall immediately
cease performing and discharging the duties and responsibilities of her positions and remove herself and her personal belongings
from the Bank’s and BCH’s premises.


 




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(d)          Severance Benefits - Without a Change
in Control. Subject to paragraphs 17 and 30 of this Agreement, in the event of automatic termination based upon paragraph 16
(a) (1), (4) or (11, to the extent of the Bank’s or BCH’s breach), or termination by the Bank or BCH pursuant to paragraph
16 (b), or termination at the election of the Executive for “good reason” pursuant to paragraph 16 (c) (ii), then in
each such case, the Executive shall receive severance benefits consisting of (i) a cash payment in an amount equal to one (1) times
the Executive’s (A) annual base salary during the year the termination occurs and (B) average bonus or incentive compensation amount
paid to the Executive in the three (3) year period immediately preceding the termination, less applicable withholding deductions
(in addition to base salary, incentive compensation, or other payments, if any, due the Executive), payable in lump sum promptly
after (60) days following such termination (but in no event later than March 15 following the end of the calendar year that includes
such termination); (ii) acceleration of vesting of any stock options or equity awards granted to the Executive pursuant to the
BCH Plans; and (iii) continuation of group insurance coverages specified in paragraph 13 (c) of this Agreement for the Executive
and her dependents pursuant to The Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), or under applicable
California law pursuant to Assembly Bill No. 1401 (“Cal-COBRA”), with one hundred percent (100%) of premiums for the
insurance coverages payable by the Bank or BCH monthly to the Executive for a period of twelve (12) months from the date of termination.
Notwithstanding the foregoing or any other provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay
the premium costs related to the COBRA or Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration
of twelve (12) months from the date of termination or the date of commencement of comparable insurance coverages for the Executive
by another employer. After such expiration date, the Executive shall have such rights to continue to participate under the Bank’s
or BCH’s group health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive
agrees to notify the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement
of such comparable insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH
to or for the benefit of the Executive that overlap the coverages provided by the other employer.


 


Notwithstanding the foregoing, in the event
of a “change in control” as defined in paragraph 16 (e) below, the Executive shall not be entitled to the severance
benefits pursuant to this paragraph 16 (d) and any rights of the Executive to severance benefits shall be limited to such rights
as are specified in paragraph 16 (e) below.


 


The Executive acknowledges and agrees that
severance benefits pursuant to this paragraph 16 (d) are in lieu of all damages, payments and liabilities on account of the early
termination of Executive’s employment under this Agreement and the sole and exclusive remedy for the Executive for a termination
specified in paragraph 16 (d).


 




    	 	-12-	EmpAgt – Bradshaw



    	 



    

 


(e)          Severance Benefits - Change in Control.
The Executive shall be entitled to receive severance benefits in the event of a “change in control” as defined herein
if, in connection with a change in control or within eighteen (18) months following consummation of a change in control, (i) the
Executive’s employment is terminated by BCH, the Bank or a successor entity to BCH or the Bank, or by an organization that owns
a controlling interest in either such successor entity, based upon automatic termination pursuant to paragraph 16 (a) (1), (4)
or (11, to the extent of breach by the Bank, BCH, such a successor entity or organization), or paragraph 16 (b); or (ii) the Executive
terminates employment based upon the occurrence, without the Executive’s written consent, of (A) any material adverse change
in the nature and scope of the Executive’s position, authorities, responsibilities, duties, or a change of twenty (20) miles or
more in the Executive’s location of employment, or any material reduction in the Executive’s base salary, incentive compensation
(including any material adverse change to the terms of the Incentive Plan after the date of this Agreement) or other benefits under
this Agreement, or (B) any event which reasonably constitutes a demotion, significant diminution or constructive termination (by
resignation or otherwise) of the Executive’s employment. In order to receive severance benefits after termination pursuant to paragraph
16(e) (ii), the Executive must give written notice to BCH, the Bank or a successor entity to BCH or the Bank, or to an organization
that owns a controlling interest in either such successor entity, of the Executive’s intention to terminate employment based
upon and within ninety (90) days of the occurrence of an event specified in paragraph 16(e) (ii), and thereafter the recipient
of such notice shall have a thirty (30) day right to cure period from the date of receipt of such notice within which to rescind
or otherwise reverse the occurrence of an event specified in paragraph 16(e) (ii) before the Executive’s termination becomes
effective. An event constituting a “material adverse change in the nature and scope of Executive’s position, authorities,
responsibilities, duties” or “a demotion, significant diminution or constructive termination” shall be deemed
to have occurred if following a “change in control,” the Executive is not the sole Executive Vice President and Chief
Banking Officer of the successor entity to the Bank, or any organization that owns a controlling interest in such successor entity.


 


Subject to paragraphs 17 and 30 of this Agreement,
the severance benefits payable pursuant to this paragraph 16 (e) shall consist of (i) a cash payment in an amount equal to two
(2) times the Executive’s (A) annual base salary during the year the termination or other event triggering a right to severance
benefits hereunder occurs and (B) average bonus or incentive compensation amount paid to the Executive in the three (3) year period
immediately preceding the termination, less applicable withholding deductions (in addition to base salary, incentive compensation,
or other payments, if any, due the Executive), payable in lump sum promptly after (60) days following such termination (but in
no event later than March 15 following the end of the calendar year that includes such termination); (ii) acceleration of vesting
of any stock options or equity awards granted to the Executive pursuant to the BCH Plans; and (iii) continuation of group insurance
coverages specified in paragraph 13 (c) of this Agreement for the Executive and her dependents pursuant to The Consolidated Omnibus
Budget Reconciliation Act of 1985 (“COBRA”), or under applicable California law pursuant to Assembly Bill No. 1401
(“Cal-COBRA”), with one hundred percent (100%) of premiums for the insurance coverages payable by the Bank or BCH monthly
to the Executive for a period of twenty-four (24) months from the date of termination. Notwithstanding the foregoing or any other
provision in this Agreement to the contrary, the obligation of the Bank or BCH to pay the premium costs related to the COBRA or
Cal-COBRA continuation of insurance coverages shall terminate at the earlier of the expiration of twenty-four (24) months from
the date of termination or the date of commencement of comparable insurance coverages for the Executive by another employer. After
such expiration date, the Executive shall have such rights to continue to participate under the Bank’s or BCH’s group
health benefits plan at the Executive’s expense as may be available under COBRA or Cal COBRA. The Executive agrees to notify
the Bank or BCH as soon as practicable, but not less than ten (10) business days in advance of the commencement of such comparable
insurance coverages with another employer and to repay to the Bank or BCH any amounts paid by the Bank or BCH to or for the benefit
of the Executive that overlap the coverages provided by the other employer. Notwithstanding the foregoing or any other provision
in this Agreement to the contrary, if any part or all of the severance benefits is subject to taxation under Section 409A of the
Internal Revenue Code of 1986, as amended, as determined by the Bank or BCH, with the advice of its independent accounting firm
or other tax advisors, then the severance payment shall be subject to modification as set forth hereafter in paragraph 17 of this
Agreement.


 




    	 	-13-	EmpAgt – Bradshaw



    	 



    

 


The Executive acknowledges and agrees that
severance benefits pursuant to this paragraph 16 (e) are in lieu of all damages, payments and liabilities on account of the events
described above for which such severance benefits may be due the Executive under paragraph 16 (e) of this Agreement. This paragraph
16 (e) shall be binding upon and inure to the benefit of the Bank and BCH and their respective successors and assigns, and the
Executive and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators,
trustees, and any other legal or personal representatives.


 


Notwithstanding the foregoing, the Executive
shall not be entitled to receive severance benefits pursuant to this paragraph 16 (e) in the event of an occurrence described in
paragraph 16 (a), subparagraphs (5), (7), (8), (9), or (11, to the extent of an Executive breach), or in the event the Executive
terminates employment in accordance with paragraph 16 (c) (i) and the termination is not a result of or based upon the occurrence
of any event described in paragraph 16 (e) (ii) above.


 


A “change in control” for purposes
of this Agreement and paragraph 16 (e), subject to the limitation of Section 409A of the Internal Revenue Code of 1986, as amended,
set forth in paragraph 17 of this Agreement, shall mean the occurrence of any of the following events with respect to the Bank
or BCH: (i) a change in control of a nature that would be required to be reported in response to Item 6 (e) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in response
to any other form or report to the regulatory agencies or governmental authorities having jurisdiction over the Bank or BCH or
any stock exchange on which BCH’s shares are listed which requires the reporting of a change in control; (ii) any merger, consolidation
or reorganization of the Bank or BCH in which the Bank or BCH does not survive; (iii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition (in one transaction or a series of transactions) of any assets of the Bank or BCH having an aggregate
fair market value of fifty percent (50%) or more of the total value of the assets of the Bank or BCH, reflected in the most recent
consolidated audited or interim unaudited balance sheet of BCH; (iv) a transaction whereby any “person” (as such term
is used in the Exchange Act) or any individual, corporation, partnership, trust or any other entity is or becomes the beneficial
owner, directly or indirectly, of securities of BCH or Bank representing twenty-five percent (25%) or more of the combined voting
power of BCH’s or Bank’s then outstanding securities; (v) a situation where, in any one-year period, individuals who
at the beginning of such period constitute the Board of Directors of the Bank or BCH cease for any reason to constitute at least
a majority thereof; or (vi) the shareholder(s) of the Bank or BCH approve the sale or transfer of substantially all of the Bank’s
or BCH’s assets to parties that are not within a “controlled group of corporations” (as that term is defined
in Section 1563 of the Internal Revenue Code of 1986, as amended) in which the Bank, or as applicable BCH, is a member.


 




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Notwithstanding the foregoing or any other
provision of this Agreement to the contrary, (i) if the individuals who constitute the directors of the Bank and BCH at the time
a definitive agreement for a proposed transaction described above (excepting therefrom the situation described in subparagraph
(v) above) is executed will, according to the terms of the definitive agreement, constitute a majority of the members of the board
of directors of the resulting entity(ies) or acquiring person(s) that control(s) or is(are) the successor(s) to the Bank and BCH
immediately after the transaction, then before a transaction or event that would otherwise constitute a change in control shall
be deemed to have occurred, such directors of the Bank and BCH may determine by majority vote that the specific transaction or
event does not constitute a change in control; and (ii) there shall not be a change in control hereunder in the event that (A)
an Employee Stock Ownership Plan is sponsored by BCH which is the party that acquires “control” or is the principal
participant in the transaction constituting a “change in control,” as described above, or (B) a reorganization is initiated
by the Board of Directors of the Bank or BCH in which the Bank is merged with and into another wholly-owned bank subsidiary of
BCH to consolidate operations under the charter of such other bank subsidiary.


 


(f)           Release of All Claims. Notwithstanding
any other provision of this Agreement to the contrary, BCH, the Bank and the Executive agree it shall be an express condition to
the Executive’s receipt of any severance benefits under this Agreement, that the Executive execute a full and complete release,
substantially in the form and content attached hereto as Exhibit A, of any and all claims against BCH and the Bank and their respective
affiliates, directors, officers, employees, agents, attorneys, insurers, and successors in interest, arising from or in any way
related to the Executive’s employment or termination of the Executive’s employment pursuant to this Agreement and the
Executive shall not revoke such release of claims.


 


17.         Section 409A Limitation.


 


(a)          General. It is the intention
of BCH, the Bank and the Executive that this Agreement shall be interpreted and administered consistent with Section 409A of the
Internal Revenue Code of 1986, as amended (“Section 409A”) and that the severance benefits payable to the Executive
under this Agreement either be exempt from, or otherwise comply with, Section 409A. Notwithstanding any other term, provision,
or other matter set forth elsewhere in this Agreement, to the extent that any provision of this Agreement may be determined by
BCH or the Bank, with the advice of its independent accounting firm or other tax advisors, to be subject to and not in compliance
with Section 409A, such provisions shall be interpreted in the manner required to comply with Section 409A.


 




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BCH, the Bank and the Executive further acknowledge
and agree that if, in the judgment of BCH or the Bank, with the advice of its independent accounting firm or other tax advisors,
amendment of this Agreement is necessary to clarify any of the terms of this Agreement, or to comply with Section 409A, BCH, the
Bank and the Executive will negotiate reasonably and in good faith to amend the terms of this Agreement to the extent necessary
so that it complies (with the most limited possible economic effect on BCH, the Bank and the Executive) with Section 409A.


 


(b)          Payments
to Specified Employees. Notwithstanding any provision of this Agreement to the contrary, if the Executive is considered a “Specified
Employee” (as defined below), any distributions hereunder which would otherwise be made to the Executive pursuant to the
terms of this Agreement shall not be made during the first six (6) months following termination of employment that constitutes
a separation from service pursuant to Section 409A unless the Executive dies prior to the end of such six (6) month period. Any
distribution which would otherwise be paid to the Executive during such six (6) month period shall be accumulated and paid to the
Executive in a lump sum on the first day of the seventh (7th) month following such a separation from service. All subsequent
distributions shall be paid in the manner otherwise specified in this Agreement.


 


The term “Specified Employee”
shall mean an employee who at the time of separation from service is a “Key Employee” of BCH or the Bank or a successor
entity of either, if any stock of BCH, the Bank or a successor entity of either is publicly traded on an established securities
market or otherwise. For purposes of this Agreement, an employee is a Key Employee if the employee meets the requirements of section
416(i)(1)(A)(i), (ii), or (iii) of the Internal Revenue Code of 1986, as amended (applied in accordance with the regulations thereunder
and disregarding section 416(i)(5) thereof) at any time during the twelve (12) month period ending on December 31 (the “Identification
Period”). If the employee is a Key Employee during an Identification Period, the employee is treated as a Key Employee for
purposes of this Agreement during the twelve (12) month period that begins on the first day of April following the close of the
Identification Period.


 


18.         Section 280G. If all or any
portion of the amounts payable to the Executive under this Agreement, either alone or together with other payments which the Executive
has the right to receive from the Bank or BCH, constitute “excess parachute payments” within the meaning of Section
280G of the Internal Revenue Code of 1986, as amended (the “Code”), that are subject to the excise tax imposed by Section
4999 of the Code (or similar tax and/or assessment), the Executive shall be responsible for the payment of such excise tax and
the Bank or BCH (and its successor) shall be responsible for any loss of deductibility related thereto. The determination of the
amount of any such taxes shall be made by the independent accounting firm employed by the Bank or BCH, immediately prior to the
change in control, or such other independent accounting firm or advisor as may be mutually agreeable to the Bank or BCH (and their
respective successor) and the Executive in the exercise of their reasonable good faith judgment. If, at a later date, it is determined
(pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction,
or otherwise) that the amount of excise taxes payable by the Executive is greater than the amount initially so determined, then
the Executive shall pay an amount equal to the sum of such additional excise taxes and any interest, fines and penalties resulting
from such underpayment.


 




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19.         Notices. Any notices to be
given hereunder shall be in writing and may be transmitted by personal delivery or by U.S. mail, registered or certified, postage
prepaid with return receipt requested. Mailed notices shall be addressed to the Executive at the address listed in the Executive’s
personnel file and to the Bank or BCH at its principal business office located at 55 Almaden Blvd., San Jose, California. A party
may change the address for receipt of notices by written notice in accordance with this paragraph 19. Notices delivered personally
shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days
after the date of mailing.


 


20.         Arbitration. All claims, disputes
and other matters in question arising out of or relating to the Executive’s employment and/or this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined by BCH and/or the Bank, in their respective sole
and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement
of the parties, of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in accordance with the rules and
procedures of JAMS then in effect. In the event JAMS is unable or unwilling to conduct such arbitration, or has discontinued its
business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration
Association (“AAA”), shall conduct such binding arbitration in accordance with the rules and procedures of the AAA
then in effect. Notice of the demand for arbitration shall be filed in writing with the other party to this Agreement and with
JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations.
Any award rendered by JAMS or AAA shall be in writing and final and binding upon the parties, and as applicable, their respective
heirs, beneficiaries, legal representatives, agents, successors and assigns, and may be entered in any court having jurisdiction
thereof to the extent permitted by applicable law. The obligations and rights of the parties to arbitrate pursuant to this clause
shall be specifically enforceable in accordance with, and shall be applied, construed and interpreted consistently with, the provisions
of the Federal Arbitration Act, 9 U.S.C. section 1, et seq. The Executive agrees to conduct arbitration as an individual
solely upon and related to the Executive’s own claims and waives any right to pursue such claims as a class action. Any arbitration
hereunder shall be conducted in San Jose, California, unless otherwise agreed to by the parties.


 




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21.         Attorneys’ Fees and Costs.
In the event of litigation, arbitration or any other action or proceeding between the parties to interpret or enforce this Agreement
or any part thereof or otherwise arising out of or relating to this Agreement, the prevailing party shall be entitled to recover
its costs related to any such action or proceeding and its reasonable fees of attorneys, accountants and expert witnesses incurred
by such party in connection with any such action or proceeding. The prevailing party shall be deemed to be the party which obtains
substantially the relief sought by final resolution, compromise or settlement, or as may otherwise be determined by order of a
court of competent jurisdiction in the event of litigation, an award or decision of one or more arbitrators in the event of arbitration,
or a decision of a comparable official in the event of any other action or proceeding. Every obligation to indemnify under this
Agreement includes the obligation to pay reasonable fees of attorneys, accountants and expert witnesses incurred by the indemnified
party in connection with matters subject to indemnification.


 


22.         Entire Agreement. This Agreement
supersedes any and all other agreements, either oral or in writing, between the parties with respect to the employment of the Executive
by the Bank and BCH and contains all of the covenants and agreements between the parties with respect to the employment of the
Executive by the Bank and BCH; provided, that, this Agreement does not supersede or replace the rights and benefits under (i) the
Indemnification Agreement specified in paragraph 5 of this Agreement or (ii) any stock option or equity award agreement between
BCH and the Executive as specified in paragraph 12 of this Agreement. Each party to this Agreement acknowledges that no other representations,
inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party,
which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party.


 


23.         Modifications. Any modification
of this Agreement will be effective only if it is in writing and signed by a party or its authorized representative.


 


24.         Waiver. The failure of a party
to insist on strict compliance with any of the terms, provisions, covenants, or conditions of this Agreement by another party shall
not be deemed a waiver of any term, provision, covenant, or condition, individually or in the aggregate, unless such waiver is
in writing, nor shall any waiver or relinquishment of any right or power at any one time or times be deemed a waiver or relinquishment
of that right or power for all or any other times.


 


25.         Partial Invalidity. If any
provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions
shall nevertheless continue in full force and effect without being impaired or invalidated in any way.


 


26.         Interpretation. This Agreement
shall be construed without regard to the party responsible for the preparation of the Agreement and shall be deemed to have been
prepared jointly by the parties. Any ambiguity or uncertainty existing in this Agreement shall not be interpreted against either
party, but according to the application of other rules of contract interpretation, if an ambiguity or uncertainty exists.


 




    	 	-18-	EmpAgt – Bradshaw



    	 



    

 


27.         Governing Law and Venue. The
laws of the State of California, other than those laws denominated choice of law rules, and the rules and regulations of the regulatory
authorities having jurisdiction over BCH and the Bank including, but not limited to, the BGFRS, FDIC and OCC, shall govern the
validity, construction and effect of this Agreement, except for paragraph 20 regarding arbitration,
which shall be governed by the Federal Arbitration Act (9 U.S.C. § 1, et seq.). Any action which in any way involves
the rights, duties and obligations of the parties hereunder and is not resolved by binding arbitration shall be brought in the
courts of the State of California or federal court and venue for any action or proceeding shall be in the California Superior Court
for Santa Clara County or in the United States District Court for the Northern District of California, and the parties hereby submit
to the personal jurisdiction of said courts.


 


28.         Payments Due Deceased Executive.
If the Executive dies prior to the expiration of the term of the Executive’s employment, any payments that may be due the
Executive from the Bank or BCH under this Agreement as of the date of death shall be paid to the Executive’s heirs, beneficiaries,
successors, permitted assigns or transferees, executors, administrators, trustees, or any other legal or personal representatives.


 


29.         Assignment/Binding Effect.
Except as specifically set forth in this Agreement, the Executive may not assign, delegate or otherwise transfer any of the Executive’s
rights, benefits, duties or obligations under this Agreement without the prior written consent of the Bank and BCH. This Agreement
shall inure to the benefit of and be binding upon the Bank and BCH and their respective successors and assigns, and the Executive
and the Executive’s heirs, beneficiaries, successors, permitted assigns or transferees, executors, administrators, trustees,
and any other legal or personal representatives.


 


30.         Regulatory Limitations.
The Executive, BCH and the Bank acknowledge and agree that notwithstanding any other provision of this Agreement to the contrary,
the rights, benefits, duties, or obligations of the parties hereunder are conditioned upon and subject to the rules and regulations
promulgated by regulatory authorities having jurisdiction over BCH and/or the Bank including, without limitation, the BGFRS or
its Federal Reserve Bank of San Francisco, the FDIC, or the OCC, including, but not limited to, the regulations set forth at 12
C.F.R. Part 30, Appendix A promulgated pursuant to Section 39 of the Federal Deposit Insurance Act and at 12 C.F.R. Part 359, or
such other rules and regulations, and any amendments thereto or similar successor statutes.


 


31.         Effect of Termination on Certain
Provisions. Upon the termination of this Agreement, the obligations of the Bank, BCH and the Executive hereunder shall cease
except to the extent of the Bank’s or BCH’s obligation to make payments, if any, to or for the benefit of the Executive
following termination, and provided that paragraphs 4, 5, 6, 7, 16(f), 17, 18, 19, 20, 21, 22, 24, 25, 26, 27, 28, 29, 30 and 31
shall remain in full force and effect.


 




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32.         Advice of Counsel and Advisors.
The Executive acknowledges and agrees that she has read and understands the terms and provisions of this Agreement and prior to
signing this Agreement, she has had the advice of counsel and/or such other advisors as she deemed appropriate in connection with
her review and analysis of such terms and provisions of this Agreement.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 




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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first above written in the City of San Jose, County of Santa Clara, State of California.


 


	BRIDGE
    CAPITAL HOLDINGS	 	EXECUTIVE
	 	 	 	 
	By:	 	 	 
	 	Allan C. Kramer,
    M.D.	 	Margaret M.
    Bradshaw
	 	Chairman of
    the Board	 	 
	 	 	 	 
	By:	 	 	 
	 	Robert P.
    Latta	 	 
	 	Director and
    Chairman of the 	 	 
	 	Compensation
    Committee 	 	 
	 	 	 
	BRIDGE
    BANK, NATIONAL ASSOCIATION	 	 
	 	 	 
	By:	 	 	 
	 	Allan C. Kramer,
    M.D.	 	 
	 	Chairman of
    the Board	 	 
	 	 	 	 
	By:	 	 	 
	 	Robert P.
    Latta	 	 
	 	Director and
    Chairman of the 	 	 
	 	Compensation
    Committee 	 	 


 




    	 	-21-	EmpAgt – Bradshaw



    	 



    

 


EXHIBIT A


 


GENERAL RELEASE AGREEMENT


 




    	 	-22-	EmpAgt – Bradshaw



    	 



    

 


GENERAL RELEASE AGREEMENT


 


THIS GENERAL RELEASE AGREEMENT (the “Release
Agreement”) is entered into by and among Margaret M. Bradshaw (the “Executive”), Bridge Capital Holdings, a California
corporation and bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BCH”), and
Bridge Bank, National Association, a national banking association (“Bank”), for the purposes set forth hereinafter.


 


In consideration for the payment of severance
benefits to the Executive pursuant to Paragraph 16 of that certain Employment Agreement between the parties dated _________, 20__,
(the “Employment Agreement”), which payments the Executive is not otherwise entitled to receive and the sufficiency
of which the Executive acknowledges, the Executive has agreed to waive any and all claims or grievances which the Executive has
or may have against BCH, the Bank and all of their respective past, present and future affiliates, subsidiaries, predecessors,
and successor corporations, and their respective subsidiaries and affiliates, and their respective past or present shareholders,
directors, officers, employees, trustees, agents, and representatives, in their individual or representative capacities, and all
benefits plans of such companies, including current and former trustees and administrators of such plans (all of the foregoing
individually and collectively referred to hereinafter as the “Released Parties”), in accordance with the terms of this
Release Agreement. Nothing contained in this Release Agreement shall be or be interpreted as an admission of liability by any of
the Released Parties.


 


In furtherance of the foregoing, the Executive
agrees, for the Executive and for all persons acting on the Executive’s behalf (such as, but not limited to, the Executive’s family,
heirs, executors, administrators, personal representatives, agents and/or legal representatives), to forever and fully release
and discharge the Released Parties from any and all claims, actions, causes of action, contracts, grievances, demands, and/or other
liability of any nature whatsoever against any or all of the Released Parties, that the Executive ever had by reason of or arising
out of any matter, cause and/or event occurring on or prior to the date of the expiration of the revocation period described below
including, but not limited to, the following matters (which are individually and collectively referred to hereinafter as the “Released
Claims”):


 


(i)          any and all claims of any nature which
are in any way related to the Executive’s employment pursuant to the Employment Agreement, the termination of such employment,
promissory estoppel, any and all claims for forced resignation, constructive discharge, libel, slander, deprivation of due process,
wrongful discharge, discrimination, harassment of any nature, breach of contract, breach of implied contract, the infliction of
emotional distress, detrimental reliance, invasion of privacy, negligence, malicious prosecution, false imprisonment, fraud, assault
and battery, interference with contractual or other relationships, retaliatory discharge or treatment and/or termination in violation
of public policy;


 




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(ii)          any and all claims under any federal,
state and/or local discrimination law, regulation, executive order, rule and/or ordinance;


 


(iii)         any and all claims which could have
been alleged in any litigation between the Executive and any of the Released Parties;


 


(iv)         any right, claim or demand, which
may have arisen on or prior to the date of signing of this Release Agreement, which the Executive may have pursuant to the Age
Discrimination in Employment Act, the Older Workers Benefits Protection Act, the WARN Act, the Employee Retirement Income Security
Act, the Americans With Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family Medical Leave Act, the Occupational
Safety and Health Act, the Uniformed Services Employment and Reemployment Rights Act, the Fair Credit Reporting Act, Title VII
of the Civil Rights Act of 1964, the Whistleblowers’ Protection Act, the California Labor Code, the California Fair Employment
and Housing Act, the California Labor Management Relations and Employment Practices Laws, the California Wages, Hours and Payment
of Wages Laws, the California Equal Pay Laws, the California Handicapped Laws, the California Family Rights Act, the California
Sexual Orientation Bias Laws, the California Aids Laws, and/or any other federal, state and/or local law, executive order, rule,
ordinance or regulation, all as they have been or may be amended; and


 


(v)         any and all claims arising or accruing
through the date of the signing of this Release Agreement, of whatever nature, kind or character, whether known or unknown, past
or present, and in furtherance thereof, the Executive expressly waives all rights under Section 1542 of the California Civil Code
which reads as follows:


 


Section 1542. “A general
release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected his or her settlement with the debtor.”


 


It is expressly understood and agreed
by the Executive that this Release Agreement is in full accord, satisfaction and discharge of any and all doubtful and disputed
claims by the Executive against the Released Parties, and that this Release Agreement is intended to include in its effect and
to extinguish all claims, whether or not known to the Executive.


 


Notwithstanding the foregoing or any contrary
provision of this Release Agreement, the Executive, BCH and the Bank agree that the Released Claims shall exclude the Executive’s
(i) rights to indemnification under BCH’s or the Bank’s articles of incorporation, bylaws, and/or the indemnification
agreement dated June 15, 2010 described in Paragraph 5 of the Employment Agreement; (ii) vested benefits under plans or programs
maintained by BCH or the Bank in which the Executive participated prior to the Executive’s termination of employment including,
but not limited to, any plan governed by the Employee Retirement Income Security Act, the stock option and equity award plans described
in Paragraph 12 of the Employment Agreement and the Supplemental Executive Retirement Plan dated August 1, 2004 described in Paragraph
13 (d) of the Employment Agreement; (iii) rights under applicable federal law to file a charge, testify, assist or cooperate with
the Equal Employment Opportunity Commission; (iv) right to file an action to challenge compliance with the waiver requirements
of the Age Discrimination in Employment Act, as amended by the Older Workers Benefits Protection Act; (v) claims for unemployment
compensation benefits, workers compensation benefits, and health insurance benefits under The Consolidated Omnibus Budget Reconciliation
Act (“COBRA”), or under applicable California law pursuant to Cal-COBRA; and (vi) claims which cannot be released as
a matter of federal or state law.


 




    	 	-24-	EmpAgt – Bradshaw



    	 



    

 


The parties further understand and agree
as follows:


 


1.           The Executive is not entitled to receive
any other compensation, benefit or other payment under the Employment Agreement or this Release Agreement, other than ___________________
to the date of termination of employment and any vested benefits under the BCH and/or Bank _______________ in which the Executive
participated. The Executive agrees that the Executive is not entitled to any other benefits under any other program or plan of
BCH, the Bank or their respective affiliates or subsidiaries.


 


2.           The Executive has or will promptly
return all property of BCH, the Bank, and their respective affiliates and subsidiaries, to them including, but not limited to,
property described in Paragraph 7 of the Employment Agreement, club membership interests, customer information, computers and other
electronic and technology devices, keys to offices, identification cards and corporate credit cards, prior to receipt of any payments
pursuant to this Release Agreement.


 


3.           Any and all relationships of any nature
between the parties to this Release Agreement shall terminate, effective __________, 20__ (the “Termination Date”),
and that, as of the Termination Date, the Executive has no right or authority to act on behalf of BCH, the Bank, or their respective
affiliates and subsidiaries.


 


4.           To the maximum extent permitted by
law, the Executive agrees never to file a lawsuit, grievance, or any other type of action asserting any Released Claims under this
Release Agreement.


 


5.           This Release Agreement will forever
and for all time bar any action and/or Released Claims of the Executive that occurred on or prior to the date of the expiration
of the revocation period described below.


 


6.           The Executive shall comply with the
nonsolicitation and nondisclosure provisions set forth in Paragraph 4, subparagraphs (b) and (c), and Paragraph 6 of the Employment
Agreement.


 




    	 	-25-	EmpAgt – Bradshaw



    	 



    

 


7.           The Executive, BCH and the Bank agree
that no party or its representatives will make, directly or indirectly, or knowlingly encourage any other person or entity to make,
any disparaging, derogatory, or defamatory statement(s) regarding the other or any of the Released Parties to third parties including,
but not limited to, customers and prospective customers of BCH, the Bank, and/or their respective affiliates and subsidiaries,
whether communicated in oral, written, electronic or other form including, but not limited to, through the use of public or social
media, the internet, electronic devices, any news or press media, or other form of publication. This restriction shall include,
but not be limited to, statements regarding BCH’s and/or the Bank’s policies, procedures, or practices (including,
but not limited to, business, lending, or credit policies, procedures or practices). Notwithstanding the foregoing, the parties
may provide truthful information in response to a legal subpoena or other legal process.


 


8.           In the event of any dispute between
any of the Released Parties and the Executive relating to this Release Agreement and/or the provisions contained herein, or any
breach of the provisions of this Release Agreement, the parties agree such dispute shall be resolved by binding arbitration before
a representative member, selected by the mutual agreement of the parties, of the Judicial Arbitration and Mediation Services, Inc.
(“JAMS”), in accordance with the rules and procedures of JAMS then in effect. In the event JAMS is unable or unwilling
to conduct such arbitration, or has discontinued its business, the parties agree that a representative member, selected by the
mutual agreement of the parties, of the American Arbitration Association (“AAA”), shall conduct such binding arbitration
in accordance with the rules and procedures of the AAA then in effect. Notice of the demand for arbitration shall be filed in writing
with the other party to this Agreement and with JAMS (or AAA, if necessary). In no event shall the demand for arbitration be made
after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would
be barred by the applicable statute of limitations. Any award rendered by JAMS or AAA shall be in writing and final and binding
upon the parties, and as applicable, their respective heirs, beneficiaries, legal representatives, agents, successors and assigns,
and may be entered in any court having jurisdiction thereof to the extent permitted by applicable law. The obligations and rights
of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be applied,
construed and interpreted consistently with, the provisions of the Federal Arbitration Act, 9 U.S.C. section 1, et seq.
The Executive agrees to conduct arbitration as an individual solely upon and related to the Executive’s own claims and waives
any right to pursue such claims as a class action. Any arbitration hereunder shall be conducted in San Jose, California, unless
otherwise agreed to by the parties. The parties understand that by agreeing to arbitrate their disputes, they are giving up
their right to have their disputes heard in a court of law and, if applicable, by a jury.


 


9.           If any provision in this Release Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect without being impaired or invalidated in any way.


 




    	 	-26-	EmpAgt – Bradshaw



    	 



    

 


10.         The laws of the State of California,
other than those laws denominated choice of law rules, and the rules and regulations of the regulatory authorities having jurisdiction
over BCH and the Bank including, but not limited to, the Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation and the Office of the Comptroller of the Currency, shall govern the validity, construction and effect of this Release
Agreement, except for Paragraph 8 above regarding arbitration, which shall be governed by the
Federal Arbitration Act (9 U.S.C. § 1, et seq.). Any action which in any way involves the rights, duties and obligations
of the parties hereunder and is not resolved by binding arbitration shall be brought in the courts of the State of California or
federal court and venue for any action or proceeding shall be in the California Superior Court for Santa Clara County or in the
United States District Court for the Northern District of California, and the parties hereby submit to the personal jurisdiction
of said courts.


 


THE EXECUTIVE IS HEREBY ADVISED TO CONSULT
WITH AN ATTORNEY PRIOR TO SIGNING THIS RELEASE AGREEMENT AND THE EXECUTIVE IS PROVIDED WITH A PERIOD OF FORTY-FIVE (45) DAYS
IN WHICH TO CONSIDER THIS RELEASE AGREEMENT. THE FORTY-FIVE (45) DAY CONSIDERATION PERIOD EXPIRES ON ________________, 20__.


 


FOR AN ADDITIONAL PERIOD OF SEVEN (7)
DAYS FOLLOWING THE SIGNING OF THIS RELEASE AGREEMENT, THE EXECUTIVE MAY REVOKE THIS RELEASE AGREEMENT BY DELIVERY OF A WRITTEN
NOTICE OF REVOCATION TO ______________________________________________________, ON OR BEFORE, 5:00 P.M. PACIFIC TIME OF THE
SEVENTH DAY, OR BY MAILING (CERTIFIED MAIL SUGGESTED) A WRITTEN NOTICE OF REVOCATION TO _________________, WHICH MUST BE
POSTMARKED NO LATER THAN THAT DATE. THIS RELEASE AGREEMENT SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL SUCH SEVEN (7)
DAY PERIOD HAS EXPIRED. IF THE EXECUTIVE FAILS TO SIGN THIS RELEASE AGREEMENT WHEN SCHEDULED, OR IF THE EXECUTIVE REVOKES THIS
RELEASE AGREEMENT, IT SHALL NOT BE EFFECTIVE AND ENFORCEABLE AND THE EXECUTIVE WILL NOT RECEIVE ANY PAYMENTS OR BENEFITS DESCRIBED
IN THIS RELEASE AGREEMENT, AND MUST RETURN ALL CONSIDERATIONS WHICH MAY HAVE BEEN PAID UNDER THIS RELEASE AGREEMENT WHICH WERE
CONDITIONED UPON THE EXECUTION AND EFFECTIVENESS OF THIS RELEASE AGREEMENT.


 


THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE
HAS HAD THE FORTY-FIVE (45) DAY TIME PERIOD REFERENCED ABOVE TO REVIEW THIS RELEASE AGREEMENT AND HAS CAREFULLY READ AND UNDERSTANDS
ITS CONTENTS. THE EXECUTIVE HAS HAD AN OPPORTUNITY DURING THAT FORTY-FIVE (45) DAY PERIOD TO CONSULT WITH AN ATTORNEY REGARDING
ITS TERMS. THE EXECUTIVE ACKNOWLEDGES VOLUNTARILY SIGNING THIS RELEASE AGREEMENT WITH THE FULL KNOWLEDGE OF ITS TERMS.


 






    	 	-27-	EmpAgt – Bradshaw



    	 



    




 


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    	 	-28-	EmpAgt – Bradshaw



    	 



    

 


 


IN WITNESS WHEREOF, the parties have executed
this Release Agreement on ____________, 20__, in the City of San Jose, County of Santa Clara, State of California.


 


	BRIDGE
    CAPITAL HOLDINGS	 	EXECUTIVE
	 	 	 	 
	By:	 	 	 
	 	Allan C.
    Kramer, M.D.	 	Margaret M.
    Bradshaw
	 	Chairman
    of the Board	 	 
	 	 	 	 
	By:	 	 	APPROVED
    AS TO FORM 
	 	Robert P.
    Latta	 	AND CONTENT
    BY COUNSEL
	 	Director
    and Chairman of the 	 	TO EXECUTIVE
	 	Compensation
    Committee 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	Keith T.
    Holmes, Esq.
	 	 	 	 
	BRIDGE
    BANK, NATIONAL ASSOCIATION	 	 
	 	 	 	 
	By:	 	 	 
	 	Allan C.
    Kramer, M.D.	 	 
	 	Chairman
    of the Board	 	 
	 	 	 	 
	By:	 	 	 
	 	Robert P.
    Latta	 	 
	 	Director
    and Chairman of the 	 	 
	 	Compensation
    Committee 	 	 


 




    	 	-29-	EmpAgt – Bradshaw



    	 



    

 


ACKNOWLEDGMENT OF REFUSAL OF FORTY-FIVE
(45) DAY 


REVIEW AND CONSIDERATION PERIOD 


 


I, Margaret M. Bradshaw, understand
that the attached General Release Agreement specifically provides me with a forty-five (45) day time period within which to
consider the Release Agreement. However, I knowingly and voluntarily choose to make my decision and to sign the Release Agreement
in less than forty-five (45) days.


 


My decision to sign the Release Agreement
in less than forty-five (45) days is completely voluntary and was made after consulting with my attorney or having ample opportunity
to consult with an attorney of my choice. I have not relied upon any oral statement or promises made by Bridge Capital Holdings,
Bridge Bank or their representatives in making this decision.


 


BRIDGE CAPITAL HOLDINGS, BRIDGE
BANK AND THEIR REPRESENTATIVES URGE YOU TO TAKE THE FULL FORTY-FIVE (45) DAYS TO REVIEW THIS AGREEMENT AND THAT YOU DO SO
WITH AN ATTORNEY 


 


	Date:  ___________,
    20__	 	 
	 	 	Margaret M.
    Bradshaw


 


	APPROVED
    AS TO FORM	 	 
	AND CONTENT
    BY COUNSEL	 	 
	TO EXECUTIVE	 	 
	 	 	 
	 	 	 
	Keith T.
    Holmes, Esq.	 	 


 




    	 	-30-	EmpAgt – Bradshaw