Notice of Grant of Restricted Stock Award and Award Agreement

EXHIBIT 10.20

Effective on the Date of Grant listed above, you have been granted an award of SVB Financial Group (the “Company”) Restricted Stock (the “Award”). These Shares are restricted until the Vesting Date(s) show above. The current total value of the Award is $            .

Shares in each period will vest in increments on the date(s) shown in the Vesting Schedule (“Vesting Dates”), subject to the Participant continuing to be a Service Provider through each such date.

By your acceptance and the Company’s signature below, you and the Company agree that this Award 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.

SVB FINANCIAL GROUP

RESTRICTED STOCK AWARD AGREEMENT

SVB Financial Group (the “Company”), pursuant to its 2006 Equity Incentive Plan (the “Plan”), has awarded to Participant Shares of Restricted Stock.

The Award hereunder is in connection with and in furtherance of the Company’s discretionary bonus program 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 Restricted Stock (“Notice of Grant”), to which this Award Agreement is attached.

The details of your Award are as follows:

1. T OTAL NUMBER OF SHARES SUBJECT TO THIS A WARD . The total number of Shares subject to this Award is set forth in the Notice of Grant.

2. F ORFEITURE R ESTRICTION .  Subject to the terms of Section 3(a), in the event Participant ceases to be a Service Provider for any or no reason (including death or Disability) before the respective Vesting Dates (as set forth in the Notice of Grant), Participant shall forfeit the then Unreleased Shares (defined below) to the Company. Upon such forfeiture, the Company shall become the legal and beneficial owner of the Shares being forfeited and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being forfeited.

3. R ELEASE OF S HARES F ROM F ORFEITURE R ESTRICTION .

(a)  Subject to the limitations contained herein, the Shares will vest (be released) as set forth in the Notice of Grant until either (i) the Shares become fully vested or (ii) Participant ceases to be a Service Provider for any reason. Notwithstanding the foregoing, upon the occurrence of a Change in Control and subject to Participant’s “Covered Termination” (as defined in the Company’s Change in Control Severance Benefit Policy for Non-Executives), all then Unreleased Shares shall be released from the forfeiture restriction. (The period beginning on the date of this Award Agreement and ending on each respective Vesting Date shall be referred to as the “Period of Restriction”).

(b)  Until the Shares have been released from the forfeiture restriction, they may be referred to herein as “Unreleased Shares.”

-2-

(c)  The Unreleased Shares may bear the following forfeiture restrictive legend:

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FORFEITURE IN FAVOR OF THE COMPANY, AS SET FORTH IN A STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER.”

(d)  The Share certificates representing the Shares, when released from the forfeiture restriction, shall be delivered to Participant pursuant to Section 4 of this Award Agreement.

4. I SSUANCE OF S HARE C ERTIFICATES .

(a)  The certificates evidencing the Shares shall be held in escrow by the secretary of the Company until the end of the respective Period of Restrictions (or earlier, upon a Covered Termination), at which time it shall be released to Participant by the Company in accordance with the provisions hereof.

(b)  At the end of each Period of Restriction, the Company shall cause the appropriate certificate representing the Shares (then released from the forfeiture restriction) to be delivered to Participant; provided, however that prior to such delivery Participant shall remit to the Company an amount sufficient to satisfy any federal, state and/or local withholding tax requirements in connection with the Shares then to be released.

(c)  Subject to the terms hereof, Participant shall have all the rights of a stockholder with respect to such Shares before the Shares are released from the forfeiture restriction, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. In the event of any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares, the Unreleased Shares will be increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her capacity as owner of Unreleased Shares be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities will thereupon be considered to be Unreleased Shares and will be subject to all of the conditions and restrictions which were applicable to the Unreleased Shares pursuant to this Award Agreement. If Participant receives rights or warrants with respect to any Unreleased Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise any suc