EXHIBIT 10.18
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Notice of Grant of Restricted Stock Unit Award
and Award Agreement
(Executives)
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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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Award 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
Restricted Stock Units:
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Date of
Grant:
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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 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 Settlement 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.
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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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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 share of
Common Stock (“Share”). 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 of any such 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, 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 to the Participant (or in the
event of the Participant’s death, pursuant to Section 6
hereof) in whole Shares, provided that to the extent determined
appropriate by the Company, any federal, state and local
withholding taxes with respect to such RSUs will be paid by
reducing the number of Shares actually paid to the Participant. The
Company shall issue to the Participant, on a date within thirty
(30) days following the Settlement Date, a number of whole
Shares equal to the vested RSUs. Such Shares shall not be subject
to any restriction on transfer other than any such restriction as
may be required pursuant to Section 7.
(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 Restricted
Stock Units 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 such accelerated Restricted
Stock Units will result in the
imposition of additional tax under
Section 409A if paid to the Participant on or within the six
(6) month period following the Participant’s termination
as a Service Provider, then the payment of such accelerated
Restricted Stock Units will not be made until the date six
(6) months and one (1) 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 Restricted Stock Units will be paid in
Shares in accordance with Section 6 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 Restricted Stock Units provided under this Award
Agreement or Shares 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
distribution or delivery 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 Company with (a) written notice of his or her status as
transferee, and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws
or regulations pertaining to said transfer.
7. Deferral Election . If
permitted, the Participant may elect to defer delivery of the
payment of any Shares, which election will be subject to such
documentation as the Company may promptly and reasonably request,
and any terms under the Silicon Valley Bank Deferred Compensation
Plan as the Committee deems appropriate. Unless otherwise
determined by the Committee, any such deferral election by the
Participant will be void and not given effect unless the
Participant’s deferral election is made at least twelve
(12) months prior to the date the Shares otherwise are
scheduled to be paid. The Committee may require that the
Participant make an election earlier than twelve (12) months
prior to the date the Shares are scheduled to be paid. Upon the
date the Shares vest to which a deferral election applies, the
Company will create a bookkeeping entry initially representing an
amount equ