8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 23, 2006

HERITAGE COMMERCE CORP

(Exact name of registrant as specified in its charter)

California	000-23877	77-0469558
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

150 Almaden Boulevard, San Jose, California	95113
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (408) 947-6900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 — Entry Into A Material Definitive Agreement

On February 23, 2006 the Heritage Commerce Corp (“Company”) Compensation Committee of the Board of Directors recommended and the Board of Directors approved salary increases for the Company’s executive officers.  Their new salaries are as follows:  William J. Del Biaggio (Chairman of the Board) $156,750; Walter T. Kaczmarek (Chief Executive Officer) $313,300; Lawrence D. McGovern (Chief Financial Officer) $207,000; Raymond Parker (Executive Vice President Banking Division) $235,000, and Kenneth A. Corsello (Executive Vice President-Chief Credit Officer) $188,000.  In increasing the salary base of its executive officers, the Compensation Committee reviewed the minimum, mid-range and maximum salaries paid to similarly situated positions at the Company’s peer banks and selected salary levels that placed the executives modestly over the mid-range.

On February 23, 2006, the Company’s Compensation Committee and Board of Directors approved an amendment to the Supplementary Retirement Plan for Directors and Executive Officers (the “Plan”).  The amendment is intended to address Section 409A of the Internal Revenue Code of 1986, as amended, and recent guidelines issued by the Internal Revenue Service which indicate that a key employee of a publicly traded company would be required to wait six months post “separation from service” to receive their first payout of their deferred compensation benefit for a plan covered by Section 409A.  The effect of these guidelines on the Plan would mean that participants would loose the first six months of their benefits provided to them under the Plan.  The amendment allows participants to receive these benefits in the seventh month following the date of separation.  A copy of the amendment is filed as Exhibit 10.1 attached hereto and incorporated by reference.

ITEM 9.01 — Financial Statements and Exhibits

(d)           Exhibits

10.1First Amendment to the 2005 Heritage Commerce Corp Supplemental Executive Retirement Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED: February 23, 2006	HERITAGE COMMERCE CORP
	By:	/s/ Lawrence D. McGovern
		Lawrence D. McGovern
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

Exhibit	Description
10.1	First Amendment to the 2005 Heritage Commerce Corp Supplemental Executive Retirement Plan

EX-10.1

Exhibit 10.1

FIRST AMENDMENT

TO THE 2005 HERITAGE COMMERCE CORP

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

This First Amendment to the 2005 Heritage Commerce Corp Supplemental Executive Retirement Plan (hereinafter “First Amendment”) is made and entered into effective this January 27, 2006, by Heritage Commerce Corp. This First Amendment amends the 2005 Heritage Commerce Corp Supplemental Executive Retirement Plan, designed to provide supplemental retirement benefits to certain key employees of Heritage Commerce Corp, Heritage Bank of Commerce and subsidiaries or affiliates thereof (hereinafter “the Employer”), effective as of January 1, 2005, as follows:

Paragraph 5.1 shall be amended so as to add/insert the following language immediately after the last sentence of paragraph 5.1:

Furthermore, for any Executive affected by this six (6) month delay in payment imposed by IRC 409A, and when applicable, the aggregate amount of the first seven (7) months of installments shall be paid at the beginning of the seventh month following the date of separation from service. Monthly installment payments shall continue thereafter according to Form of Benefit chosen.

To the extent that any paragraph, term, or provision of The 2005 Heritage Commerce Corp Supplemental Executive Retirement Plan is not specifically amended herein, or in any other amendment thereto, said paragraph, term, or provision shall remain in full force and effect as set forth in said Plan.

WHEREFORE, the following duly authorized representatives have signed this Agreement as of the written date.

HERITAGE COMMERCE CORP

By:	/s/ Lawrence D. McGovern	Date:	1/27/06
	Lawrence D. McGovern CFO

By:	/s/ Rebecca A. Levey	Date:	1/27/06
	Rebecca A. Levey