0001193125-04-033800 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

THIS CONSULTING AGREEMENT (the “Agreement”) is entered into on December 1, 2003 between Greater Bay Bancorp, a California corporation (the “Company”), and David L. Kalkbrenner (“Kalkbrenner”).

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EMPLOYEE SUPPLEMENTAL COMPENSATION BENEFITS AGREEMENT
Employee Supplemental Compensation Benefits • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

THIS AGREEMENT, made and entered into effective the first day of January, 2003, by and between Greater Bay Bancorp, a California banking corporation (hereinafter referred to as the “Employer”), and David L. Kalkbrenner, an individual residing in the State of California (hereinafter referred to as the “Employee”).

Contract
Credit Agreement • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

AMENDMENT NO. 2 TO CREDIT AGREEMENT dated as of December 15, 2003 among GREATER BAY BANCORP, a California corporation (the “Borrower”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as agent (the “Agent”) for the Lenders.

EMPLOYMENT AGREEMENT
Employment Agreement • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

This Employment Agreement is made and entered into as of December 1, 2003 by and between GREATER BAY BANCORP (the “Company”), a California corporation, and BYRON SCORDELIS (“Executive”).

ADDENDUM TO CONSULTING AGREEMENT AND CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS
Consulting Agreement • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks

This Addendum is made to that certain Consulting Agreement, dated as of September 29, 2003, by and between Greater Bay Bancorp (the “Company”) and Steven C. Smith (“Mr. Smith”) (the “Consulting Agreement”), and that certain Confidential Separation Agreement and General Release of Claims, dated as of September 29, 2003, by and between the Company and Mr. Smith (the “Separation Agreement” and, together with the Consulting Agreement, the “Agreements”).

EMPLOYEE SUPPLEMENTAL COMPENSATION BENEFITS AGREEMENT
Employee Supplemental Compensation Benefits Agreement • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

THIS AGREEMENT, made and entered into effective the first day of January, 2003, by and between Greater Bay Bancorp, a California banking corporation (hereinafter referred to as the “Employer”), and Gregg A. Johnson, an individual residing in the State of California (hereinafter referred to as the “Employee”).

EMPLOYEE SUPPLEMENTAL COMPENSATION BENEFITS AGREEMENT
Employee Supplemental Compensation Benefits • March 3rd, 2004 • Greater Bay Bancorp • National commercial banks • California

THIS AGREEMENT, made and entered into effective the first day of January, 2003, by and between Greater Bay Bancorp, a California banking corporation (hereinafter referred to as the “Employer”), and Kenneth Shannon, an individual residing in the State of California (hereinafter referred to as the “Employee”).

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