0001181431-05-005492 Sample Contracts

DIRECTOR NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • January 28th, 2005 • Greater Bay Bancorp • National commercial banks

Grant. Greater Bay Bancorp, a California corporation (the "Company"), hereby grants to Name (the "Optionee"), an option (the "Option") to purchase a total of Shares shares of common stock of the Company, at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Greater Bay Bancorp 1996 Stock Option Plan (the "Plan"). The capitalized terms defined in the Plan shall have the same defined meanings herein.

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EMPLOYEE SUPPLEMENTAL COMPENSATION BENEFITS AGREEMENT
Employee Supplemental Compensation Benefits Agreement • January 28th, 2005 • 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").

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