SALE AND SERVICING AGREEMENT

EXHIBIT 10.2

THE GREATER BAY BANCORP

2005 EXECUTIVE INCENTIVE PLAN

1.    Purpose of Plan

1.1 The purpose of the Plan is to promote the success of the Company by providing participating Executives of the Company and its Subsidiaries with contingent annual incentive compensation tied to the achievement of annual performance goals. In addition, the Plan is intended to ensure that any such annual incentive compensation qualifies as “performance-based compensation” within the meaning of Section 162(m) of the Code.

2.    Definitions and Construction

2.1 Accounting Terms.    Except as otherwise expressly provided or the context otherwise requires, financial and accounting terms are used as defined for purposes of, and shall be determined in accordance with, generally accepted accounting principles, as from time to time in effect, as applied and included in the consolidated financial statements of the Company, prepared in the ordinary course of business.

2.2 Specific Terms.    The following words and phrases as used herein shall have the following meanings unless a different meaning is plainly required by the context:

(a)  “Award” means an award under this Plan of a conditional opportunity to receive a Bonus if the applicable criteria is (are) satisfied in the applicable Performance Period.

(b)  “Board” means the Board of Directors of the Company.

(c)  “Bonus” means a cash payment or a cash payment opportunity under the Plan, as the context requires.

(d)  “Cause” with respect to a Participant shall mean any of the following that has a material adverse effect upon the Company or any Subsidiary: (i) the Participant’s deliberate violation of any state or federal banking or securities law; or (ii) the Participant’s deliberate violation of the bylaws, rules, policies, or resolutions of the Company or any Subsidiary; or (iii) the Participant’s deliberate violation of the rules or regulations of the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency or any other regulatory agency or governmental authority having jurisdiction over the Company or any Subsidiary; or (iv) the Participant’s conviction of any felony; or (v) the Participant’s conviction of a crime involving moral turpitude, fraudulent conduct, or dishonest conduct.

(e)  “Change in Control” means the occurrence of any of the following events:

(i)  Any “person” (as such term is used in sections 13 and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the beneficial owner (as that term is used in section 13(d) of the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the capital stock of the Company entitled to vote in the election of directors, other than a group of two or more persons not (A) acting in concert for the purpose of acquiring, holding or disposing of such stock or (B) otherwise required to file any form or report with any governmental agency or regulatory authority having jurisdiction over the Company which requires the reporting of any change in control. The acquisition of additional stock by any person who immediately prior to such acquisition already is the beneficial owner of more than fifty percent (50%) of the capital stock of the Company or the Company entitled to vote in the election of directors is not a Change in Control.

(ii)  During any period of not more than twelve (12) consecutive months during which the Company continues in existence, not including any period prior to the effective date of this Plan, individuals who, at the beginning of such period, constitute the Board of the Company, and any new director (other than a director designated by a person who has entered into an agreement with

1

the Company to effect a transaction described in clause (i), (iii) or (iv) of this Section 2.2(e)) whose appointment to such Board or nomination for election to such Board was approved by a vote of a majority of the directors then still in office, either were directors at the beginning of such period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute at least a majority of such Board.

(iii)  The effective date of any consolidation or merger of the Company (after all requisite shareholder, applicable regulatory and other approvals and consents have been obtained), other than (A) a consolidation or merger of the Company in which the holders of the voting capital stock of the Company immediately prior to the consolidation or merger hold at least fifty percent (50%) of the voting capital stock of the surviving entity immediately after the consolidation or merger or (B) a consolidation or merger of the Company with one or more other persons that are related to the Company immediately prior to the consolidation or merger. For purposes of this provision, persons are “related” if one of them owns, directly or indirectly, at least fifty percent (50%) of the voting capital stock of the other or a third person owns, directly or indirectly, at least fifty percent (50%) of the voting capital stock of each of them.

(iv)  The sale or transfer of substantially all of the Company’s assets, to one or more persons that are not related (as defined in clause (iii) of this Section 2.2(e)) to the Company immediately prior to the sale or transfer.

(f)  “Code” means the Internal Revenue Code of 1986, as amended.

(g)  “Committee” means the Section 162(m) subcommittee of the Board, its compensation committee or such other committee as from time to time the Board may designate to administer the Plan in accordance with Section 3.1 of the Plan and Section 162(m). The Committee shall consist of at least three (3) members of the Board who are “outside directors” within the meaning of Section 162(m).

(h)  “Company” means Greater Bay Bancorp, a California corporation, and any business organization or corporation into which Greater Bay Bancorp may be merged or consolidated or by which it may be succeeded.

(i)  “Disability” means a medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and which:

(i)  Renders the Participant unable to engage in any substantial gainful activity; or

(ii)  Results in the Participant receiving income replacement benefits for a period of not less than three (3) months under any policy of long-term disability insurance maintained by the Company for the benefit of its employees.

Whether or not a Participant meets either of the above conditions will be determined by the Committee in its sole and absolute discretion.

(j)  “EIP Pool” means the pool of funds from which Awards may be paid to Participants, as determined by the Committee. The EIP Pool shall be equal to the Section 162(m) Pool less any reductions made at the Committee’s discretion.

(k)  “Executive” means an employee (including any officer) of the Company who is (or in the opinion of the Committee may during the applicable Performance Period become) a “covered employee” for purposes of Section 162(m). An Executive holds one or more of the following corporate titles or management committee designations:

President;

Chief Executive Officer;

Executive Vice President;

Senior Vice President; and

Other Senior Officers (nominated for Plan participation by the Chief Executive Officer and approved by the Company’s Compensation Committee.)

2

(l)  “Operating Cash Flow” means the consolidated cash flow of the Company and all of its Subsidiaries from operating activities as determined by the Company in accordance with generally accepted accounting principles, as from time to time in effect.

(m)  “Participant” means an Executive selected to participate in the Plan by the Committee.

(n)  “Performance Period” means the period with respect to which the Awards are to be measured. Each Performance Period shall consist of one (1) calendar year. A new Performance Period shall begin on each January 1.

(o)  “Plan” means this 2005 Executive Incentive Plan, as amended from time to time.

(p)  “Restricted Stock” means Shares awarded to a Participant pursuant to th