EXHIBIT 10.32
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Notice of
Grant of Stock Appreciation Rights and Award
Agreement
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SVB FINANCIAL GROUP
ID: 94-2875288
3003 Tasman Drive
Santa Clara, CA 95054
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Name
Address
City, State, Zip
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Grant Number:
Plan: 2006 Equity Incentive
Plan
ID:
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Grant
Agreement:
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Participant
Name:
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Employee
ID:
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Grant
Number:
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Number of
Shares Granted:
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Date of
Grant:
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Exercise Price
per Share:
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Total Exercise
Price:
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Expiration
Date:
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Vesting
Schedule:
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Vesting Date
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Shares
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Effective on the Date of Grant
listed above, you have been granted a Stock Appreciation Right
covering Shares of SVB Financial Group (the “Company”)
at the Total Exercise Price listed in the Grant Agreement above
(the “SAR”). Shares in each period will become fully
vested on the dates shown in the Vesting Schedule, subject to the
Participant continuing to be a Service Provider through each such
date.
This Stock Appreciation Right will
be exercisable for [three (3) months] after Participant ceases
to be a Service Provider, unless such termination is due to
Participant’s death or Disability, in which case this Stock
Appreciation Right will be exercisable for [one (1) year]
after Participant ceases to be Service Provider. Notwithstanding
the foregoing, in no event may this Stock Appreciation Right be
exercised after the Expiration Date as provided above.
By your acceptance and the Company’s
signature below, you and the Company agree that this Stock
Appreciation Right is granted under and governed by the terms and
conditions of the Company’s 2006 Equity Incentive Plan and
the Award Agreement, all of which are attached and made a part of
this document.
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SVB Financial
Group
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Date
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Participant
Name
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Date
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STOCK APPRECIATION RIGHT AWARD
AGREEMENT
SVB Financial Group (the
“Company”), pursuant to its 2006 Equity Incentive Plan
(the “Plan”), has granted to Participant a Stock
Appreciation Right (“SAR”) covering shares of the
Common Stock of the Company (“Shares”).
The grant hereunder is in connection
with and in furtherance of the Company’s compensatory benefit
plan for participation of the Company’s Service
Providers. Defined terms not explicitly defined in this Award
Agreement shall have the same definitions as in the Plan or in the
Notice of Grant of Stock Appreciation Rights (“Notice of
Grant”), to which this Award Agreement is
attached.
The details of Participant’s
SAR are as follows:
1. T OTAL N UMBER O F S HARES S UBJECT T O T HIS SAR. The number of Shares subject to this SAR
is set forth in the Notice of Grant.
2. V ESTING . Subject to the limitations contained
herein, the SAR will vest as set forth in the Notice of Grant until
either (i) Participant ceases to be a Service Provider for any
reason, or (ii) this SAR becomes fully vested.
3. SAR P
RICE A ND M ETHOD O F E XERCISE .
(a) Right to Exercise
. This SAR is exercisable during its
term in accordance with the Vesting Schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Award
Agreement.
(b) Method of Exercise
. This SAR is exercisable by
(i) delivery of an exercise notice, in the form and manner
determined by the Administrator, or (ii) following an
electronic or other exercise procedure prescribed by the
Administrator, which in either case shall state the election to
exercise the SAR, the number of Shares in respect of which the SAR
is being exercised (the “Exercised Shares”), and such
other representations and agreements as may be required by the
Company pursuant to the provisions of the Plan. Participant shall
provide payment of any applicable tax withholding arising in
connection with such exercise. This SAR shall be deemed to be
exercised upon receipt by the Company of a fully executed exercise
notice or completion of such exercise procedure, as the
Administrator may determine in its sole discretion, accompanied by
any applicable tax withholding.
(c) Payment upon
Exercise . Upon exercise
of all or a specified portion of the SAR, Participant shall be
entitled to receive from the Company an amount in cash in one lump
sum payment determined by multiplying (a) the difference (if
any) obtained by subtracting (i) the Exercise Price Per Share
as set forth in the Notice of Grant from (ii) the Fair Market
Value of a Share on the date of exercise of the SAR, by
(b) the number of Shares with respect to which the SAR is
exercised, reduced by any applicable tax withholding and subject to
any limitations the Administrator may impose. Such cash payment
shall be made as soon as practicable, but in no event later than
thirty (30) days following the date of exercise.
No payment shall be made pursuant to
the exercise of this SAR unless such payment complies with
Applicable Laws. Assuming such compliance, fo
