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Item 1.01 Entry into a Material Definitive Agreement.

On March 18, 2005 Heritage Commerce Corp, parent company of Heritage Bank of Commerce, announced its Board of Directors named Mr. Walter Kaczmarek as President, Chief Executive Officer and a member of the Board of Directors of the bank and the holding company. The Company has entered into a three year executive employment agreement with Mr. Kaczmarek effective as of March 17, 2005. For his services, Mr. Kaczmarek is entitled to receive an annual salary of $300,000 (reviewable annually by the Board of Directors). In addition to his salary, Mr. Kaczmarek shall be eligible to receive an annual cash bonus of up to 100% of his salary based on targets established by the Board of Directors. Mr. Kaczmarek has been awarded 51,000 restricted shares of the Company's Common Stock pursuant to the terms of a Restricted Stock Agreement, dated March 17, 2005. Under the terms of the Restricted Stock Agreement, the restricted shares will vest 25% per year at the end of years 3, 4, 5 and 6, provided Mr. Kaczmarek is still with the Company, subject to accerated vesting upon a Change of Control, termination without Cause, termination by Mr. Kaczmarek for Good Reason, death or disability. In addition, Mr. Kaczmarek has been granted stock options under the Company's 2004 stock Option Plan to purchase an aggregate of 50,000 shares of Common Stock at an exercise price of $18.15 (the fair market value of the shares on the effective date of the agreement). The options vest daily over 4 years and have a term of 10 years. Vesting is accelerated on a Terminating Event in accordance with the 2004 Stock Option Plan and upon termination without Cause, or termination by Mr. Kaczmarek for Good Reason. Upon termination of Mr. Kaczmarek's employment by the Company without Cause, or by Mr. Kaczmarek for Good Reason, in addition to the benefits described above, Mr. Kaczmarek would also be entitled to an additional amount equal to two times his base salary and his Highest Annual Bonus. In the event that Mr. Kaczmarek's employment with the Company is terminated by the Company without Cause, or by Mr. Kaczmarek for Good Reason, during the period beginning 120 days prior to and ending 12 months following a Change in Control, in addition to the benefits described above, Mr. Kaczmarek would also be entitled to an additional amount equal to three times his base salary and Highest Annual Bonus. Mr. Kaczmarek shall be entitled to participate in or receive benefits under each benefit plan or arrangement applicable to the other executive officers of the Company; provided, however that if the employment agreement is terminated by the Company without Cause, or by Mr. Kaczmarek for Good Reason these benefits will continue for an additional three years from the date of termination.

(b) On March 17, 2005, the Board of Directors accepted the resignation of Roy E. Lave.

(c) On March 17, 2005, the Company's Board of Directors approved the appointment of Walter Kaczmarek as the Company's President and Chief Executive Officer and as a member of the Board of Directors. Mr. Kaczmarek has also been appointed President of Heritage Bank of Commerce. The Company has issued a press release announcing the appointment of Mr. Kaczmarek which is attached to this Form 8-K as Exhibit 99.1. The Press release is incorporated herein by reference.