0001053352-05-000028 Sample Contracts

HERITAGE COMMERCE CORP 2004 STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • March 22nd, 2005 • Heritage Commerce Corp • State commercial banks • California

Capitalized terms used without definition in this Stock Option Agreement (the "Option Agreement") shall have the meanings given such terms in the Heritage Commerce Corp 2004 Stock Option Plan (the "Plan") unless otherwise indicated.

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HERITAGE COMMERCE CORP RESTRICTED STOCK AGREEMENT
Heritage Commerce Corp Restricted Stock Agreement • March 22nd, 2005 • Heritage Commerce Corp • State commercial banks • California

This RESTRICTED STOCK AGREEMENT (the "Agreement") between HERITAGE COMMERCE CORP (the "Company") and WALTER KACZMAREK ("Executive") is effective as of March 17, 2005 (the "Effective Date").

EMPLOYMENT AGREEMENT
Employment Agreement • March 22nd, 2005 • Heritage Commerce Corp • State commercial banks • California

This EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of March 17, 2005 (the "Effective Date"), by and between HERITAGE COMMERCE CORP, a California corporation (the "Company") and Walter Kaczmarek, an individual (the "Executive").

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