EMPLOYMENT AGREEMENT


 


This Agreement is made and entered into
on _________ ___, 2014, by and among Bridge Capital Holdings (“BCH”), Bridge Bank, National Association (“Bank”)
and Allen G. Williams (“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 Credit 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 Credit 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 himself,
and his 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 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 Credit 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 him 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 his 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 his 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 he 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 his conduct was unlawful), provided that the alleged conduct of the Executive arose out of and was within the
course and scope of his 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 his
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 he 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 his 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 he 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 his then existing rate of base salary
each year during the term of Executive’s employment under this Agreement. The Executive may be absent from his employment
for vacation as long as such leave is reasonable and does not jeopardize his 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 five hundred dollars
($500) 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 his business and personal use an automobile suitable to his 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 his 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 his 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 his 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 he 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 his positions and remove himself and his 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 his 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 his positions and remove himself and his 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 his 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 his 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 his 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 his positions and remove himself and his 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 his 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 – Williams



    	 



    

  


(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 Credit 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,
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 his 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.


 




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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.


 




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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 he has read and understands the terms and provisions of
this Agreement and prior to signing this Agreement, he has had the advice of counsel and/or such other advisors as he deemed appropriate
in connection with his 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.	 	Allen G. Williams
	 	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	 	 


 




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EXHIBIT A


 


GENERAL RELEASE AGREEMENT


 




    	 	-22-	EmpAgt – Williams



    	 



    

  


GENERAL RELEASE AGREEMENT


 


THIS GENERAL RELEASE AGREEMENT (the “Release
Agreement”) is entered into by and among Allen G. Williams (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.


 




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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.


 


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 – Williams



    	 



    

  


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 – Williams



    	 



    

  


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 – Williams



    	 



    

  


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    	 	-28-	EmpAgt – Williams



    	 



    

  


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.	 	Allen G. Williams
	 	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 – Williams



    	 



    

  


ACKNOWLEDGMENT OF REFUSAL OF FORTY-FIVE
(45) DAY

REVIEW AND CONSIDERATION PERIOD


 





I, Allen G. Williams, 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__	 
	 	Allen G. Williams


 


APPROVED AS TO FORM


AND CONTENT BY COUNSEL


TO EXECUTIVE


 


	 	 
	Keith T. Holmes, Esq.	 


   




    	 	-30-	EmpAgt – Williams