0001104659-09-000122 Sample Contracts

FIRST AMENDED AND RESTATED DIRECTOR COMPENSATION BENEFITS AGREEMENT (Previously entitled Director Indexed Compensation Benefits Agreement)
Director Compensation Benefits Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks • California

This First Amended and Restated Director Compensation Benefits Agreement (hereinafter “Agreement”) is made and entered into effective as of December 29, 2008 by and between HERITAGE BANK OF COMMERCE, a bank organized and existing under the laws of the state of California (hereinafter the “Bank”) and, Jack L. Peckham, a Director of the Company (hereinafter “Director” or “Participant”);

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AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks

This Amendment No. 1 to the Amended and Restated Employment Agreement by and between HERITAGE COMMERCE CORP, a California bank holding company (the “Company”), HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and JAMES MAYER, an individual (the “Executive”) dated February 8, 2007 (the “Agreement”), is entered into on December 29, 2008 for the purposes stated hereinafter.

FIRST AMENDED AND RESTATED HERITAGE COMMERCE CORP DEFERRED FEE AGREEMENT RECITAL
Deferred Fee Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks • California

This First Amended and Restated Deferred Fee Agreement (hereinafter “Agreement”) is made and entered into effective as of January 1, 2005, by and between HERITAGE COMMERCE CORP, a bank holding company organized and existing under the laws of the state of California (hereinafter the “Company”) and JAMES BLAIR, a Director of the Company (hereinafter “Director” or “Participant”);

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks

This Amendment No. 1 to the Amended and Restated Employment Agreement by and between HERITAGE COMMERCE CORP, a California bank holding company (the “Company”), HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and LAWRENCE MCGOVERN, an individual (the “Executive”) dated October 17, 2007 (the “Agreement”), is entered into on December 29, 2008 for the purposes stated hereinafter.

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks

This Amendment No. 1 to the Amended and Restated Employment Agreement by and between HERITAGE COMMERCE CORP, a California bank holding company (the “Company”), HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and WALTER T. KACZMAREK, an individual (the “Executive”) dated October 17, 2007 (the “Agreement”), is entered into on December 29, 2008 for the purposes stated hereinafter.

FIRST AMENDED AND RESTATED HERITAGE COMMERCE CORP DEFERRED FEE AGREEMENT
Deferred Fee Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks • California

This First Amended and Restated Deferred Fee Agreement (hereinafter “Agreement”) is made and entered into effective as of January 1, 2005, by and between HERITAGE COMMERCE CORP, a bank holding company organized and existing under the laws of the state of California (hereinafter the “Company”) and JACK PECKHAM, a Director of the Company (hereinafter “Director” or “Participant”);

AMENDMENT NO. 1 TO THE DIRECTOR INDEXED COMPENSATION BENEFITS AGREEMENT
Indexed Compensation Benefits Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks

This Amendment No. 1 to the Director Indexed Compensation Benefits Agreement (hereinafter “Amendment”) is made and entered into effective as of December 29, 2008 by and between HERITAGE BANK OF COMMERCE, a bank organized and existing under the laws of the state of California (hereinafter the “Bark”) and William J. De1 Biaggia Jr., a former Director of the Bank (hereinafter “Director” or “Participant”);

AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 2nd, 2009 • Heritage Commerce Corp • State commercial banks

This Amendment No. 1 to the Amended and Restated Employment Agreement by and between HERITAGE COMMERCE CORP, a California bank holding company (the “Company”), HERITAGE BANK OF COMMERCE, a California banking corporation (the “Bank”), and RAYMOND PARKER, an individual (the “Executive”) dated October 17, 2007 (the “Agreement”), is entered into on December 29, 2008 for the purposes stated hereinafter.

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