Common use of Secular Trust Defined Benefit Clause in Contracts

Secular Trust Defined Benefit. Provided that the Employee has not exercised the Employee’s withdrawal rights under the Trust, the Employer shall make pre-tax contributions to the Trust, pursuant to paragraph IX of the Agreement, based on the table below. Contributions shall be grossed up for the maximum marginal tax so that the net contribution made to the Trust shall have no incremental tax impact on the Employee. All taxes due on the contribution shall be considered. This will include (but not be limited to) the taxes outlined in the table below which are reflected in the table at the rates applicable as of the date of this Agreement but which will be applied in the gross up calculation based on the rates actually in effect at the time contributions are made to the Trust and taxes withheld. Net Annual Contribution to Trust Federal Tax Rate State Tax Rate FICA Tax Rate Medicare Tax Rate 2003 $485,822 38.60 %* 9.30 % 7.65 %** 1.45 % 2004 $485,822 2005 $485,822 2006 $485,822 2007 $485,822 2008 $485,822 2009 $485,822 2010 $485,822 * Reducing to 37.6% in 2004 and 2005 and 35% in 2006 and thereafter. ** The Social Security portion of the FICA tax only applies in years where the Employee has not otherwise reached the maximum tax. The Medicare tax only applies in years where the Employee has otherwise reached the maximum non Medicare portion of the FICA tax. The aggregate amount of the foregoing contributions shall be subject to adjustment, from time to time, to ensure that the Trust is adequately funded to afford the Employee with a projected defined benefit equal to the Applicable Percentage of One Hundred Forty Four Thousand Nine Hundred and 00/100th Dollars ($144,900.00) per annum for twenty-three (23) years commencing the year in which the Employee attains age sixty-two (62) with annual increases of 3% thereafter. In the event that contributions made by the Employer to the Trust as provided above are determined to be insufficient to fund the foregoing Supplemental Benefits, the Employer shall make such further contributions to the Trust as may be necessary to fund fully such Supplemental Benefits. Such determination and adjusting contributions, if required, may be made from time to time at the discretion of the Employer, but in all events not later than the date on which the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Provided that the foregoing final adjusting contribution, if required, has been made, the Employer shall have no obligation to make further contributions to the Trust once the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Notwithstanding anything herein or in the Agreement to the contrary, the obligation of the Employer to make the contributions to the Trust as specified above shall terminate automatically upon the forfeiture or other termination of the Employee’s right to receive the a retirement benefit, as provided in this Agreement. SCHEDULE D SECULAR TRUST AGREEMENT AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT THIS AGREEMENT, made and entered into effective the first day of May, 2004, by and between Greater Bay Bancorp, a California banking corporation (the “Employer”), and Xxxxx X. Xxxxxxxxx (the “Insured”) amends, replaces and restates the Life Insurance Endorsement Method Split Dollar Plan Agreement dated March 15, 2003. Insurer: Northwestern Mutual Life Insurance Company Beneficial Life Insurance Company Policy Number: Policy Owner: Greater Bay Bank N.A. Insured: Xxxxx X. Xxxxxxxxx Relationship of Insured to Policy Owner: Employee Date of Policy: April 19, 2004 March 21, 2003 Trust: Rabbi Trust for the Employee Supplemental Compensation Benefits Agreement and the Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement The respective rights and duties of the Employer and the Insured in the above-referenced policy shall be pursuant to the terms set forth below. This Agreement and the terms set forth below also shall apply to any other life insurance policy that the Employer designates as being subject to this Agreement in addition to, substitution for or replacement of the above-referenced policy.

Secular Trust Defined Benefit. Provided that the Employee has not exercised the Employee’s withdrawal rights under the Trust, the Employer shall make pre-tax contributions to the Trust, pursuant to paragraph IX of the Agreement, based on the table below. Contributions shall be grossed up for the maximum marginal tax so that the net contribution made to the Trust shall have no incremental tax impact on the Employee. All taxes due on the contribution shall be considered. This will include (but not be limited to) the taxes outlined in the table below which are reflected in the table at with the rates applicable as of the date of this Agreement but which will be applied in the gross up calculation based on the rates actually in effect at the time contributions are made to the Trust and taxes withheldAmendment. Net Annual Contribution to Trust Federal Tax Rate State Tax Rate FICA Tax Rate Medicare Tax Rate 2003 $485,822 79,534 38.60 %* 9.30 % 7.65 %** 1.45 % 2004 $485,822 81,762 2005 $485,822 84,152 2006 $485,822 86,715 2007 $485,822 89,463 2008 $485,822 92,410 2009 $485,822 95,569 2010 $485,822 98,957 2011 $ 102,590 * Reducing to 37.6% in 2004 and 2005 and 35% in 2006 and thereafter. ** The Social Security portion of the FICA tax only applies in years where the Employee has not otherwise reached the maximum tax. The Medicare tax only applies in years where the Employee has otherwise reached the maximum non Medicare portion of the FICA tax. The aggregate amount of the foregoing contributions shall be subject to adjustment, from time to time, to ensure that the Trust is adequately funded to afford the Employee with a projected defined benefit equal to the Applicable Percentage of One Fifty Eight Thousand Four Hundred Forty Four Thousand Nine Hundred Seventy Seven and 00/100th Dollars ($144,900.0058,477.00) per annum for twenty-three (23) years commencing the year in which the Employee attains age sixty-two (62) with annual increases of 3% thereafter. In the event that contributions made by the Employer to the Trust as provided above are determined to be insufficient to fund the foregoing Supplemental Benefits, the Employer shall make such further contributions to the Trust as may be necessary to fund fully such Supplemental Benefits. Such determination and adjusting contributions, if required, may be made from time to time at the discretion of the Employer, but in all events not later than the date on which the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Provided that the foregoing final adjusting contribution, if required, has been made, the Employer shall have no obligation to make further contributions to the Trust once the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Notwithstanding anything herein or in the Agreement to the contrary, the obligation of the Employer to make the contributions to the Trust as specified above shall terminate automatically upon the forfeiture or other termination of the Employee’s right to receive the a retirement benefit, as provided in this Agreement. SCHEDULE D SECULAR TRUST AGREEMENT AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT THIS AGREEMENT, made and entered into effective the first day of May, 2004, by and between Greater Bay Bancorp, a California banking corporation (the “Employer”), and Xxxxx X. Xxxxxxxxx (the “Insured”) amends, replaces and restates the Life Insurance Endorsement Method Split Dollar Plan Agreement dated March 15, 2003. Insurer: Northwestern Mutual Life Insurance Company Beneficial Life Insurance Company Policy Number: Policy Owner: Greater Bay Bank N.A. Insured: Xxxxx X. Xxxxxxxxx Relationship of Insured to Policy Owner: Employee Date of Policy: April 19, 2004 March 21, 2003 Trust: Rabbi Trust for the Employee Supplemental Compensation Benefits Agreement and the Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement The respective rights and duties of the Employer and the Insured in the above-referenced policy shall be pursuant to the terms set forth below. This Agreement and the terms set forth below also shall apply to any other life insurance policy that the Employer designates as being subject to this Agreement in addition to, substitution for or replacement of the above-referenced policy.

Secular Trust Defined Benefit. Provided that the Employee has not exercised the Employee’s withdrawal rights under the Trust, the Employer shall make pre-tax contributions to the Trust, pursuant to paragraph IX of the Agreement, based on the table below. Contributions shall be grossed up for the maximum marginal tax so that the net contribution made to the Trust shall have no incremental tax impact on the Employee. All taxes due on the contribution shall be considered. This will include (but not be limited to) the taxes outlined in the table below which are reflected in the table at with the rates applicable as of the date of this Agreement but which will be applied in the gross up calculation based on the rates actually in effect at the time contributions are made to the Trust and taxes withheldAmendment. Net Annual Contribution to Trust Federal Tax Rate State Tax Rate FICA Tax Rate Medicare Tax Rate 2003 $485,822 38.60 %* 9.30 % 7.65 %** 1.45 % 2003 $42,500 2004 $485,822 42,500 2005 $485,822 42,500 2006 $485,822 42,500 2007 $485,822 42,500 2008 $485,822 42,500 2009 $485,822 42,500 2010 $485,822 42,500 2011 $42,500 2012 $42,500 2013 $42,500 2014 $42,500 2015 $42,500 2016 $42,500 2017 $42,500 2018 $42,500 * Reducing to 37.6% in 2004 and 2005 and to 35% in 2006 and thereafter. ** The Social Security portion of the FICA tax only applies in years where the Employee has not otherwise reached the maximum tax. The Medicare tax only applies in years where the Employee has otherwise reached the maximum non Medicare portion of the FICA tax. The aggregate amount of the foregoing contributions shall be subject to adjustment, from time to time, to ensure that the Trust is adequately funded to afford the Employee with a projected defined benefit equal to the Applicable Percentage of Fifty Three Thousand Eight Hundred One Hundred Forty Four Thousand Nine Hundred and 00/100th Dollars ($144,900.0053,801.00) per annum for twenty-three (23) years commencing the year in which the Employee attains age sixty-two (62) with annual increases of 3% thereafter. In the event that contributions made by the Employer to the Trust as provided above are determined to be insufficient to fund the foregoing Supplemental Benefits, the Employer shall make such further contributions to the Trust as may be necessary to fund fully such Supplemental Benefits. Such determination and adjusting contributions, if required, may be made from time to time at the discretion of the Employer, but in all events not later than the date on which the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Provided that the foregoing final adjusting contribution, if required, has been made, the Employer shall have no obligation to make further contributions to the Trust once the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Notwithstanding anything herein or in the Agreement to the contrary, the obligation of the Employer to make the contributions to the Trust as specified above shall terminate automatically upon the forfeiture or other termination of the Employee’s right to receive the a retirement benefit, as provided in this Agreement. SCHEDULE D SECULAR TRUST AGREEMENT AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT THIS AGREEMENT, made and entered into effective the first day of MayJanuary, 20042003, by and between Greater Bay Bancorp, a California banking corporation (the “Employer”), and Xxxxx X. Xxxxxxxxx Xxxxxxx (the “Insured”) amends, replaces and restates the Life Insurance Endorsement Method Split Dollar Plan Agreement dated March 15August 6, 20031999 and the amendments thereto dated October 19, 1999. This Agreement applies to the following life insurance policy(ies): Insurer: Northwestern Mutual Life Insurance Company Beneficial Life Insurance Company Policy Number: Policy Owner: Greater Bay Bank N.A. Bancorp Insured: Xxxxx X. Xxxxxxxxx Xxxxxxx Relationship of Insured to Policy Owner: Employee Date of Policy: April 199, 2004 March 21, 2003 2002 Trust: Rabbi Trust for the Employee Supplemental Compensation Benefits Agreement and the Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement The respective rights and duties of the Employer and the Insured in the above-referenced policy shall be pursuant to the terms set forth below. This Agreement and the terms set forth below also shall apply to any other life insurance policy that the Employer designates as being subject to this Agreement in addition to, substitution for or replacement of the above-referenced policy.

Secular Trust Defined Benefit. Provided that the Employee has not exercised the Employee’s withdrawal rights under the Trust, the Employer shall make pre-tax contributions to the Trust, pursuant to paragraph IX of the Agreement, based on the table below. Contributions shall be grossed up for the maximum marginal tax so that the net contribution made to the Trust shall have no incremental tax impact on the Employee. All taxes due on the contribution shall be considered. This will include (but not be limited to) the taxes outlined in the table below which are reflected in the table at with the rates applicable as of the date of this Agreement but which will be applied in the gross up calculation based on the rates actually in effect at the time contributions are made to the Trust and taxes withheldAmendment. Net Annual Contribution to Trust Federal Tax Rate State Tax Rate FICA Tax Rate Medicare Tax Rate 2003 $485,822 $ 83,922 38.60 %* 9.30 % 7.65 %** 1.45 % 2004 $485,822 $ 83,922 2005 $485,822 $ 83,922 2006 $485,822 $ 83,922 2007 $485,822 $ 83,922 2008 $485,822 $ 83,922 2009 $485,822 $ 83,922 2010 $485,822 $ 83,922 2011 $ 83,922 2012 $ 83,922 2013 $ 83,922 2014 $ 83,922 * Reducing to 37.6% in 2004 and 2005 and to 35% in 2006 and thereafter. ** The Social Security portion of the FICA tax only applies in years where the Employee has not otherwise reached the maximum tax. The Medicare tax only applies in years where the Employee has otherwise reached the maximum non Medicare portion of the FICA tax. The aggregate amount of the foregoing contributions shall be subject to adjustment, from time to time, to ensure that the Trust is adequately funded to afford the Employee with a projected defined benefit equal to the Applicable Percentage of One Sixty Nine Thousand Two Hundred Forty Four Thousand Nine Hundred Seventy Six and 00/100th Dollars ($144,900.0069,276.00) per annum for twenty-three (23) years commencing the year in which the Employee attains age sixty-two (62) with annual increases of 3% thereafter. In the event that contributions made by the Employer to the Trust as provided above are determined to be insufficient to fund the foregoing Supplemental Benefits, the Employer shall make such further contributions to the Trust as may be necessary to fund fully such Supplemental Benefits. Such determination and adjusting contributions, if required, may be made from time to time at the discretion of the Employer, but in all events not later than the date on which the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Provided that the foregoing final adjusting contribution, if required, has been made, the Employer shall have no obligation to make further contributions to the Trust once the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Notwithstanding anything herein or in the Agreement to the contrary, the obligation of the Employer to make the contributions to the Trust as specified above shall terminate automatically upon the forfeiture or other termination of the Employee’s right to receive the a retirement benefit, as provided in this Agreement. SCHEDULE D SECULAR TRUST AGREEMENT AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT THIS AGREEMENT, made and entered into effective the first day of May, 2004, by and between Greater Bay Bancorp, a California banking corporation (the “Employer”), and Xxxxx X. Xxxxxxxxx (the “Insured”) amends, replaces and restates the Life Insurance Endorsement Method Split Dollar Plan Agreement dated March 15, 2003. Insurer: Northwestern Mutual Life Insurance Company Beneficial Life Insurance Company Policy Number: Policy Owner: Greater Bay Bank N.A. Insured: Xxxxx X. Xxxxxxxxx Relationship of Insured to Policy Owner: Employee Date of Policy: April 19, 2004 March 21, 2003 Trust: Rabbi Trust for the Employee Supplemental Compensation Benefits Agreement and the Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement The respective rights and duties of the Employer and the Insured in the above-referenced policy shall be pursuant to the terms set forth below. This Agreement and the terms set forth below also shall apply to any other life insurance policy that the Employer designates as being subject to this Agreement in addition to, substitution for or replacement of the above-referenced policy.

Secular Trust Defined Benefit. Provided that the Employee has not exercised the Employee’s withdrawal rights under the Trust, the Employer shall make pre-tax contributions to the Trust, pursuant to paragraph IX of the Agreement, based on the table below. Contributions shall be grossed up for the maximum marginal tax so that the net contribution made to the Trust shall have no incremental tax impact on the Employee. All taxes due on the contribution shall be considered. This will include (but not be limited to) the taxes outlined in the table below which are reflected in the table at with the rates applicable as of the date of this Agreement but which will be applied in the gross up calculation based on the rates actually in effect at the time contributions are made to the Trust and taxes withheldAmendment. Net Annual Contribution to Trust Federal Tax Rate State Tax Rate FICA Tax Rate Medicare Tax Rate 2003 $485,822 $ 123,673 38.60 %* 9.30 % 7.65 %** 1.45 % 2004 $485,822 $ 123,673 2005 $485,822 $ 123,673 2006 $485,822 $ 123,673 2007 $485,822 $ 123,673 2008 $485,822 $ 123,673 2009 $485,822 $ 123,673 2010 $485,822 $ 123,673 2011 $ 123,673 2012 $ 123,673 * Reducing to 37.6% in 2004 and 2005 and 35% in 2006 and thereafter. ** The Social Security portion of the FICA tax only applies in years where the Employee has not otherwise reached the maximum tax. The Medicare tax only applies in years where the Employee has otherwise reached the maximum non Medicare portion of the FICA tax. The aggregate amount of the foregoing contributions shall be subject to adjustment, from time to time, to ensure that the Trust is adequately funded to afford the Employee with a projected defined benefit equal to the Applicable Percentage of One Hundred Forty Four Seventy Thousand Nine Hundred Forty Seven and 00/100th Dollars ($144,900.0070,947.00) per annum for twenty-three (23) years commencing the year in which the Employee attains age sixty-two (62) with annual increases of 3% thereafter. In the event that contributions made by the Employer to the Trust as provided above are determined to be insufficient to fund the foregoing Supplemental Benefits, the Employer shall make such further contributions to the Trust as may be necessary to fund fully such Supplemental Benefits. Such determination and adjusting contributions, if required, may be made from time to time at the discretion of the Employer, but in all events not later than the date on which the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Provided that the foregoing final adjusting contribution, if required, has been made, the Employer shall have no obligation to make further contributions to the Trust once the Employee becomes eligible to begin receiving a retirement benefit under this Agreement. Notwithstanding anything herein or in the Agreement to the contrary, the obligation of the Employer to make the contributions to the Trust as specified above shall terminate automatically upon the forfeiture or other termination of the Employee’s right to receive the a retirement benefit, as provided in this Agreement. SCHEDULE D SECULAR TRUST AGREEMENT AMENDED AND RESTATED LIFE INSURANCE ENDORSEMENT METHOD SPLIT DOLLAR PLAN AGREEMENT THIS AGREEMENT, made and entered into effective the first day of MayJanuary, 20042003, by and between Greater Bay Bancorp, a California banking corporation (the “Employer”), and Xxxxx Xxxxxxxx X. Xxxxxxxxx Xxxxxxx (the “Insured”) amends, replaces and restates the Life Insurance Endorsement Method Split Dollar Plan Agreement dated March 15January 1, 20031998. This Agreement applies to the following life insurance policy(ies): Insurer: Canada Life Northwestern Mutual Life Insurance Company Beneficial Life Insurance Company Northwestern Mutual Policy Number: Policy Owner: Greater Bay Bank N.A. Bancorp Insured: Xxxxx Xxxxxxxx X. Xxxxxxxxx Xxxxxxx Relationship of Insured to Policy Owner: Employee Date of Policy: June 26, 1998 March 29, 2002 April 198, 2004 March 21, 2003 2002 Trust: Rabbi Trust for the Employee Supplemental Compensation Benefits Agreement and the Amended and Restated Life Insurance Endorsement Method Split Dollar Plan Agreement The respective rights and duties of the Employer and the Insured in the above-referenced policy shall be pursuant to the terms set forth below. This Agreement and the terms set forth below also shall apply to any other life insurance policy that the Employer designates as being subject to this Agreement in addition to, substitution for or replacement of the above-referenced policy.