EXHIBIT 10.34
|
|
|
|
Notice of Grant of Restricted Stock Unit Award
and Award Agreement
(Directors)
|
|
SVB FINANCIAL GROUP
ID: 94-2875288
3003 Tasman Drive
Santa Clara, CA 95054
|
|
Name
Address
City, State, Zip
|
|
Award Number:
Plan: 2006 Equity Incentive
Plan
ID:
|
|
|
|
|
|
|
Grant
Agreement:
|
|
Participant
Name:
|
|
|
|
Employee
ID:
|
|
|
|
Grant
Number:
|
|
|
|
Number of
Restricted Stock Units:
|
|
|
|
Date of
Grant:
|
|
|
|
Vesting
Schedule:
|
|
|
|
|
|
Vesting Date
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective on the Date of Grant
listed above, you have been granted an Award of Restricted Stock
Units (“RSUs”) under the SVB Financial Group 2006
Equity Incentive Plan (the “Plan”).
RSUs in each period will vest in
increments on the dates shown in the Vesting Schedule
(“Vesting Dates”), subject to the Participant
continuing to be a Service Provider through each such date. Unless
otherwise specified in the Restricted Stock Unit Election Form (the
“Election”), the Settlements Dates for the RSUs shall
be the Vesting Dates.
Unless otherwise defined herein or
in the Award Agreement, capitalized terms herein or in the Award
Agreement will have the defined meanings ascribed to them in the
Plan.
By your acceptance and the Company’s
signature below, you and the Company agree that these RSUs are
granted under and governed by the terms and conditions of the
Company’s 2006 Equity Incentive Plan and the this Award
Agreement, all of which are attached and made a part of this
document.
|
|
|
|
|
|
|
|
|
|
SVB Financial
Group
|
|
Date
|
|
|
|
|
|
|
|
Participant
Name
|
|
Date
|
SVB FINANCIAL
GROUP
RESTRICTED STOCK UNIT AWARD
AGREEMENT
1. Grant . The Company hereby
grants to the Participant under the Plan an Award of the number of
RSUs set forth on the first page, subject to all of the terms and
conditions in this Award Agreement and the Plan.
2. Company’s Obligation to
Pay . Each RSU represents the right to receive a cash payment
equivalent to the value of a share of Common Stock
(“Share”) on the date it becomes vested. Unless and
until the RSUs will have vested in the manner set forth in
Sections 3 and 4, the Participant will have no right to
payment in connection with any RSUs. Prior to actual payment of any
vested RSUs, such RSUs will represent an unsecured obligation of
the Company, payable (if at all) only from the general assets of
the Company.
3. Vesting Schedule . Subject
to Section 4, the RSUs awarded by this Award Agreement will
vest in the Participant according to the vesting schedule set forth
on the attached Restricted Stock Unit Agreement, subject to the
Participant continuing to be a Service Provider through each such
date.
4. Forfeiture upon Termination of
Status as a Service Provider . Notwithstanding any contrary
provision of this Award Agreement, and subject to all Applicable
Laws, if the Participant ceases to be a Service Provider for any or
no reason, the then-unvested RSUs awarded by this Award Agreement
will thereupon be forfeited at no cost to the Company and the
Participant will have no further rights thereunder.
5. Payment after Vesting
.
(a) Any RSUs that vest in accordance
with Section 3 will be paid in cash to the Participant (or in
the event of the Participant’s death, to his or her estate)
based on the value equivalent to the number of applicable whole
Shares, provided that to the extent determined appropriate by the
Company, any Tax Liability (as defined in Section 7) with
respect to such RSUs will be paid by reducing the amount otherwise
payable to the Participant. Subject to the provisions of
Section 5(b), any payment to be made pursuant to the
settlement of the vested RSUs shall be paid in cash as soon as
practicable after vesting, but in each such case no later than the
date that is two-and-one-half months from the later of (i) the
end of the Company’s tax year that includes the vesting date,
or (ii) the end of the Participant’s tax year that
includes the vesting date, or (iii) thirty (30) days following
the Settlement Date.
(b) Notwithstanding anything in the
Plan or this Award Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the RSUs is
accelerated in connection with the Participant’s termination
as a Service Provider (provided that such termination is a
“separation from service” within the meaning of
Section 409A, as determined by the Company), other than due to
death, and if (x) the Participant is a “specified
employee” within the meaning of Section 409A at the time
of such termination as a Service Provider and (y) the payment
of the value of such accelerated RSUs will result in the imposition
of additional tax under Section 409A if paid to the
Participant on or within the six-month period following the
Participant’s termination as a Service Provider, then the
payment of the value of such accelerated RSUs will not be made
until the date six months and one-day
following the date of the Participant’s
termination as a Service Provider, unless the Participant dies
following his or her termination as a Service Provider, in which
case, the payment of the value of the vested RSUs will be paid to
the Participant’s estate as soon as practicable following his
or her death. It is the intent of this Award Agreement to comply
with the requirements of Section 409A so that none of the RSUs
provided under this Award Agreement or the payment issuable
thereunder will be subject to the additional tax imposed under
Section 409A, and any ambiguities herein will be interpreted
to so comply. For purposes of this Award Agreement, “Section
409A” means Section 409A of the Code, and any proposed,
temporary or final Treasury Regulations and Internal Revenue
Service guidance thereunder, as each may be amended from time to
time.
6. Payments after Death . Any
payment to be made to the Participant under this Award Agreement
will, if the Participant is then deceased, be made to the
Participant’s designated beneficiary, or if no beneficiary
survives the Participant, administrator or executor of the
Participant’s estate. Any such transferee must furnish the
C
