EXHIBIT 99.6
[Xxxxxx Xxxxxxxxxx]
January 11, 2005
SVB Financial Services, Inc.
00 Xxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger of even date
(the "Merger Agreement") between Xxxxxx Financial Corporation ("Xxxxxx") and SVB
Financial Services, Inc. ("Somerset"). Capitalized terms used herein which are
not otherwise defined shall have the meanings ascribed to them in the Merger
Agreement.
For the purposes of supplementing the Merger Agreement, Xxxxxx agrees as
follows:
(a) For a period of three (3) years after the Effective Date, Xxxxxx
shall (subject to the right of Xxxxxx and the Somerset Bank Continuing
Directors (as defined below) to terminate such obligations under this
subsection (a) under subsections (b) and (c) below) continue in office the
present directors of Somerset Bank who indicate their desire to serve (the
"Somerset Bank Continuing Directors"), provided, that (i) for such three
year period, each non-employee Somerset Bank Continuing Director shall
continue to receive director's fees from Somerset Bank on the same basis as
prior to the Effective Date and shall continue to receive such other
incidental benefits as he or she was receiving from Somerset Bank prior to
the Effective Date (the current fees and benefits being as disclosed in the
attachment to this letter agreement and to remain unchanged through the
Effective Date); provided that, in the event an individual Somerset Bank
Continuing Director ceases to act as a director or as a member of any
committee thereof, the foregoing obligation to maintain existing fees and
benefits shall not apply to successors in such positions and (ii) after
such three-year period, each Somerset Bank Continuing Director shall be
subject to Xxxxxx'x mandatory retirement rules for directors and shall
receive the standard fee paid to directors of Xxxxxx'x other subsidiary
banks of similar size.
(b) Xxxxxx shall have the right to terminate its obligations under
subsection (a) as a result of (i) regulatory requirements, (ii) safe and
sound banking practices as enunciated by bank regulatory agencies, or (iii)
the exercise of their fiduciary duties by Xxxxxx'x directors.
(c) Notwithstanding anything herein to the contrary, the Somerset Bank
Continuing Directors, in their exercise of their fiduciary duty as to the
best interests of Somerset Bank and Xxxxxx, may, by a majority vote of such
directors, modify or waive any or all of the foregoing provisions in
subsection (a).
6
Please acknowledge your agreement to the forgoing by executing this letter
agreement below.
Very truly yours,
XXXXXX FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
-------------------------
Agreed and Accepted
SVB FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
7
Attachment to Letter Agreement date January 11, 2005
----------------------------------------------------
Basic fee: $7,800 per year (based on $650/meeting)
Annual Retainer: $5,000 per year payable semi-annually based on 75 % attendance
Committee attendance fee: $200 per meeting ($250 for chairman)
Annual "local" two-day retreat
8