0001193125-06-134891 Sample Contracts

OMNIBUS EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • June 23rd, 2006 • Greater Bay Bancorp • National commercial banks • California

Greater Bay Bancorp, a California corporation (the “Company”), grants a Restricted Stock Award, subject to the terms, conditions, and restrictions of the Greater Bay Bancorp Omnibus Equity Incentive Plan (the “Plan”), this Restricted Stock Award Agreement, and Appendix A (attached) (the Restricted Stock Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.

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OMNIBUS EQUITY INCENTIVE PLAN DIRECTORS’ OPTION AWARD AGREEMENT
Directors’ Option Award Agreement • June 23rd, 2006 • Greater Bay Bancorp • National commercial banks • California

Greater Bay Bancorp, a California corporation (the “Company”), hereby grants an Option, subject to the terms, conditions, and restrictions of the Greater Bay Bancorp Omnibus Equity Incentive Plan (the “Plan”), this Option Award Agreement, and Appendix A (attached) (the Option Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.

OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE SHARES AWARD AGREEMENT
Performance Shares Award Agreement • June 23rd, 2006 • Greater Bay Bancorp • National commercial banks • California

Greater Bay Bancorp, a California corporation (the “Company”), hereby grants a Performance Shares Award, subject to the terms, conditions, and restrictions of the Greater Bay Bancorp Omnibus Equity Incentive Plan (the “Plan”), the Performance Shares Award Agreement (including the Performance Criteria and Goals attached), and Appendix A (attached) (the Performance Shares Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.

OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT
Option Award Agreement • June 23rd, 2006 • Greater Bay Bancorp • National commercial banks • California

Greater Bay Bancorp, a California corporation (the “Company”), hereby grants an Option, subject to the terms, conditions, and restrictions of the Greater Bay Bancorp Omnibus Equity Incentive Plan (the “Plan”), this Option Award Agreement, and Appendix A (attached) (the Option Award Agreement and Appendix A are collectively referred to as the “Award Agreement”). The capitalized terms used in the Award Agreement that are defined in the Plan shall have the same meanings herein as are set forth in the Plan.

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