RESOLUTIONS ADOPTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF SVB FINANCIAL GROUP ASOF NOVEMBER 21, 2008 (IN CONNECTION WITHTHE COMPANYS PARTICIPATION IN THE TREASURYS CAPITAL PURCHASE PLAN)
EXHIBIT 10.30
RESOLUTIONS
ADOPTED BY
THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS OF
SVB FINANCIAL GROUP
AS OF NOVEMBER 21, 2008
(IN CONNECTION WITH THE COMPANYS PARTICIPATION IN THE
TREASURYS CAPITAL PURCHASE PLAN)
AMENDMENT TO BENEFIT PLANS TO COMPLY WITH EMERGENCY ECONOMIC STABILIZATION ACT
WHEREAS, SVB Financial Group. (the Company) has entered or will enter into a Securities Purchase Agreement with the United States Department of Treasury (the Agreement) as part of the Capital Purchase Program under the Emergency Economic Stabilization Act of 2008 (EESA);
WHEREAS, pursuant to Section 1.2(d)(iv) of the Agreement, the Company is required to amend its Benefit Plans with respect to its Senior Executive Officers (as such terms are defined in the Agreement) to the extent necessary to comply with Section 111 of EESA; and
WHEREAS, the applicable Benefit Plans are the plans in which any Senior Executive Officer participates, or is eligible to participate, and the agreements to which any Senior Executive Officer is a party, that either: (i) provide for incentive or bonus compensation based on the achievement of performance goals tied to or affected by the Companys financial results (Financial Performance Plans) or (ii) provide for payments or benefits upon an applicable severance from employment within the meaning of EESA (Involuntary Separation Pay Arrangements) Such Benefit Plans include but are not limited to the SVB Financial Group 2006 Equity Incentive Plan, 1997 Equity Incentive Plan, SVB Financial Group Change in Control Severance Plan, SVB Financial Group Incentive Compensation Plan, SVB Capital Carried Interest Long-Term Incentive Plan, and any agreement and/or contract entered into by and between a Senior Executive Officer and the Company.
NOW, THEREFORE, BE IT RESOLVED, that each Financial Performance Plan and Involuntary Separation Pay Arrangement is hereby amended effective as of the date of entry into the Agreement as follows:
1. Compliance With Section 111 of EESA. Each Financial Performance Plan and Involuntary Separation Pay Arrangement is hereby amended by adding the following provision as a final section to such arrangement:
Compliance With Section 111 of EESA. Solely to the extent, and for the period, required by the provisions of Section 111 of the Emergency Economic Stabilization Act of 2008 (EESA) applicable to participants in the Capital Purchase Program
under EESA and the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008: (a) each Senior Executive Officer within the meaning of Section 111 of EESA and the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008 who participates in this plan or is a party to this agreement shall be ineligible to receive compensation hereunder to the extent that the Executive Compensation Committee of the Board of Directors of the Company determines this plan or agreement includes incentives for the Senior Executive Officer to take unnecessary and excessive risks that threaten the value of the financial institution; (b) each Senior Executive Officer who participates in this plan or is a party to this agreement shall be required to forfeit any bonus or incentive compensation paid to the Senior Executive Officer hereunder during the period that the Department of the Treasury holds a debt or equity position in the Company based on statements of earnings, gains, or other criteria that are later proven to be materially inaccurate; and (c) the Company shall be prohibited from making to each Senior Executive Officer who participates in this plan or is a party to this agreement, and each such Senior Executive Officer shall be ineligible to receive hereunder, any golden parachute payment in connection with the Senior Executive Officers applicable severance from employment, in each case, within the meaning of Section 111 of EESA and the regulation issued by the Department of the Treasury as published in the Federal Register on October 20, 2008.
2. Continuation of Affected Plans. Except as expressly or by necessary implication amended hereby, each Financial Performance Plan and Involuntary Separation Pay Arrangement shall continue in full force and effect;
RESOLVED FURTHER, that such amendments shall be effective as of the date on which the U.S. Treasury purchases shares of capital stock of the Company pursuant to its TARP Capital Purchase Program.