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Form 10-Q WINTRUST FINANCIAL CORP For: Mar 31

May 7, 2021 5:20 PM EDT

WINTRUST FINANCIAL CORPORATION
RESTRICTED SHARE UNIT AWARD AGREEMENT
This Restricted Share Unit Award Agreement (herein called the "Agreement") is made and entered into as of January 28, 2021 by and between Wintrust Financial Corporation, an Illinois corporation (the "Company"), and First Name Last Name ("Employee"). The Restricted Share Unit Award (as defined below) is governed by this Agreement and, subject to Paragraph 15(b) below, the Wintrust Financial Corporation 2015 Stock Incentive Plan (the "Plan"). Except as defined herein, capitalized terms shall have the same meanings ascribed to them under the Plan.
1.Award of Restricted Share Units. In order to encourage Employee's contribution to the successful performance of the Company, and in consideration of the covenants and promises of Employee herein contained, the Company hereby awards to Employee as of the date first written above (the "Date of Grant"), pursuant to the terms of the Plan, a Restricted Share Unit Award representing the right to acquire xxx shares of Common Stock, subject to the conditions, restrictions and limitations set forth below and in the Plan (the "Restricted Share Unit Award"). Employee hereby acknowledges and accepts such grant and agrees to acquire the Restricted Share Unit Award and the shares of Common Stock covered thereby upon such terms and subject to such conditions, restrictions and limitations, subject to Paragraph 15(b) below.
2.Vesting
(a)    Subject to the termination of the Restricted Share Unit Award pursuant to Paragraph 3 below, or the acceleration of the vesting of the Units (as hereinafter defined) covered pursuant to Paragraphs 2(b) and 2(c), below, on January 28, 2024 (the "Vesting Date"), Employee shall become fully vested in the total number of Units set forth above, and such Units shall become Vested Units (as hereinafter defined).
(b)In all events, Employee shall become vested in all Units not yet vested under this Agreement, and such Units shall become Vested Units, no later than the earliest of (i) January 28, 2024, (ii) the date of termination upon Employee's Disability (as hereinafter defined), death, Retirement or termination of Employee's employment by Employee for Good Reason (as hereinafter defined), (iii) the date of termination of Employee's employment by Company without Cause (as hereinafter defined) or for Good Reason following a Change in Control (as defined in the Plan as in effect as of the date of this Agreement), or (iv) upon the occurrence of a Change in Control pursuant to which the Units are not replaced with a Replacement Award; all provided, however, that in the event of the Employee’s Retirement, the number of Units that become Vested Units shall be pro-rated based on the number of days between the Date of Grant and the date of Employee’s Retirement as compared to the total number of days between the Date of Grant and January 28, 2024.
(c)Notwithstanding the provisions of Paragraphs 2(a) and 2(b) above, and Paragraph 3, below, Employee shall become vested in any or all Units covered by the Restricted Share Unit Award at an earlier date than provided in Paragraphs 2(a) and 2(b) above, and Paragraph 3 below, if the Committee expressly so determines, in its sole discretion.



    3.    Effect of Certain Events. If Employee's employment with the Company is (i)
terminated by the Company for any reason (with or without Cause) prior to a Change in Control, (ii) terminated by the Company for Cause following a Change in Control or (iii) terminated by Employee without Good Reason and not due to Retirement at any time, in each case, prior to the first date upon which the shares covered by the Restricted Share Unit Award shall have become Vested Units pursuant to Paragraph 2 above, then the Restricted Share Unit Award and Employee's right to receive shares hereunder (other than as to Units which are Vested Units at the date of termination) shall terminate, without any payment of consideration by the Company to Employee, unless expressly determined otherwise by the Committee, in its sole discretion.
    4.    Restrictions on Transfer. The Restricted Share Unit Award granted hereunder to
Employee may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily or involuntarily, by operation of law or otherwise. No right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void.
    5.    Delivery of Shares.
(a)Not more than forty (40) days after the Vesting Date, the Company shall deliver to Employee one (1) share of Common Stock for each Unit which became a Vested Unit on the Vesting Date.
(b)Within forty (40) days after the Units shall become Vested Units pursuant to Paragraphs 2(b) or (c) above, the Company shall deliver to Employee one (1) share of Common Stock for each Unit covered by the Restricted Share Unit Award which has become a Vested Unit but only with respect to which a share of Common Stock has not yet been delivered.
    6.    Withholding Tax Requirements. Prior to the date on which shares of Common
Stock are to be delivered pursuant to Paragraph 5 above, the Company shall deliver to Employee a notice specifying such amounts as Employee is required to pay to satisfy applicable tax withholding requirements. In the event that the Company does not exercise its right to withhold shares of Common Stock at the time of vesting to cover such tax withholding requirements as provided in the Plan, Employee hereby agrees that Employee shall either: (i) deliver to the Company by the due date specified in such notice a check equal to the amount set forth in such notice, or (ii) make other appropriate arrangements acceptable to or required by the Company to satisfy such tax withholding requirements. Failure by Employee to comply with the foregoing shall entitle the Committee, in its sole discretion, to authorize the sale of a sufficient number of shares of Common Stock owned by Employee in order to satisfy such withholding requirements. Any determination by the Company with respect to the withholding of shares of Common Stock to satisfy the exercise price shall be made by the Committee if the Employee is subject to Section 16 of the Securities Exchange Act of 1934, as amended.
    7.    Sale and Issuance of Common Stock. Employee agrees that Employee shall not
sell Award Shares (as hereinafter defined), and that the Company shall not be obligated to deliver any shares of Common Stock if counsel to the Company reasonably determines that such sale or delivery would violate any applicable law, rule or regulation of any governmental authority or any applicable rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. In the




event of any such restriction (other than one due to insider trading issues), the Company shall take all such action as may be necessary or appropriate to eliminate such restriction at the earliest practicable date.
8.Non-Solicitation. Employee understands and acknowledges that the Company, its Subsidiaries and affiliates (collectively, "Wintrust"), has expended and continues to expend significant time and resources in recruiting, training and retaining Employee and its employees and in the development of valuable business relationships with its consultants and agents, the loss of which would cause significant and irreparable harm to Wintrust. During Employee's employment with Wintrust and for twelve (12) months thereafter, Employee agrees and covenants not to directly or indirectly hire, solicit, induce or attempt to hire, solicit or induce any employee, consultant, or agent of Wintrust (i) to terminate such person's employment or association with Wintrust or (ii) to become employed by or serve in any capacity by a bank or other financial institution which operates or is planned to operate at any facility which is located within a ten mile radius of any principal office or branch office of Wintrust. This restriction shall not prohibit Employee from hiring a Wintrust employee, consultant or agent in response to a general solicitation to the public. The restrictive covenants in this Agreement are in addition to and do not supersede the restrictive covenants in any other agreement Employee may have with Wintrust.
9.Remedies. Employee acknowledges that compliance with the terms of this Agreement is necessary to protect Wintrust's employment and business relationships and Wintrust's goodwill and that any breach by Employee of this Agreement will cause continuing and irreparable injury to Wintrust for which money damages would not be an adequate remedy. Employee acknowledges that the Company, its Subsidiaries and affiliates are all intended beneficiaries of this Agreement. Employee acknowledges that Wintrust shall be, in addition to any other rights or remedies it may have, entitled to injunctive relieve for any breach by Employee of any part of this Agreement. This Agreement shall not in any way limit the remedies available in law or equity to Wintrust.
10.Limitation of Rights. Nothing contained in this Agreement or the Plan, and no action of the Company with respect hereto, shall confer or be construed to confer on Employee any right to continue in the employment or service of the Company, or affect the right of the Company to terminate the employment or service of Employee at any time for any reason.
11.Prerequisites to Benefits. Neither Employee nor any person claiming through Employee shall have any right or interest in the Units awarded hereunder, unless and until all of the terms, conditions and provisions of this Agreement and the Plan, as amended hereby, which affect Employee or such other person shall have been complied with as specified herein.
12.No Rights as a Stockholder Prior to Delivery, Payment of Dividend Equivalents; Adjustment Employee shall not have any right, title or interest in, or be entitled to vote or receive distributions in respect of, or otherwise be considered the owner of, any of the shares of Common Stock covered by the Restricted Share Unit Award, except to the extent that such shares are Award Shares. The Restricted Share Unit Award shall be subject to adjustment (including, without limitation, as to the number of shares of Common Stock covered by the Award) pursuant to Section 10 of the Plan in connection with the occurrence of any of the events described in Section 10 of the Plan following the Date of Grant.



13.Company Representations. The Company represents and warrants that (a) it is fully authorized by its Board or the Committee (and of any person or body whose action is required) to enter into this Agreement and to perform its obligations under it, (b) the execution, delivery and performance of this Agreement by the Company does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document of the Company or any agreement among holders of its shares and (c) upon the execution and delivery of this Agreement by the Company and Employee, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms, except to the extent enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally.
14.Certain Definitions. For purposes of this Agreement, the following additional definitions shall be applicable:
"Award Shares" shall mean shares of Common Stock covered by the Restricted Share Unit Award which have been delivered pursuant to Paragraph 5 above.

“Cause” shall mean:
(i)misappropriation of any funds or property of the Company or its subsidiaries; or
(ii)attempting to obtain any personal profit from any transaction in which the Employee has a personal financial interest, unless the Employee shall have first obtained the consent of the Board;
(iii)material neglect or refusal to perform the duties reasonably assigned to the Employee given the Employee's current job description;
(iv)participating in a course of conduct which is injurious to the Company or its subsidiaries, as interpreted by the Board;
(v)being convicted of a felony;
(vi)being adjudicated a bankrupt;
(vii)suspension due to the direction of any authorized bank regulatory agency; or

(viii)    Employee’s failure to adhere to Wintrust’s corporate codes, policies or procedures with respect to discrimination, harassment, retaliation or conflict of interest (including personal relationships), as in effect from time to time, or engaging in any inappropriate relationship (romantic, sexual or otherwise, and whether or not consensual) with any employee, customer or supplier of Wintrust or any of its affiliates, in which Employee has or could reasonably been regarding as having undue influence or an inherent power imbalance due to Employee’s position or otherwise.
To the extent that there is a dispute arising over the application of the definition of Cause, the Committee or the Board shall have the authority to interpret and apply such definitions in a reasonable manner.




"Disability" shall mean shall mean any mental or physical illness, disability or incapacity that renders Employee unable to perform his/her duties where a) such Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. Employee shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Employee’s condition with the Company).
"Good Reason" shall have the following meaning:
(i) a material reduction by Company in the duties and responsibilities of Employee or (ii) a reduction by Company of Employee's "Adjusted Total Compensation" (as hereinafter defined) to (y) less than seventy-five percent (75%) of the Adjusted Total Compensation of Employee for the twelve month period ending as of the last day of the month immediately preceding the month in which the termination for Good Reason occurs, or (z) less than seventy-five percent (75%) of the Employee's Adjusted Total Compensation for the twelve month period ending as of the last day of the month preceding the Date of Grant, whichever is greater.
(A)For the purposes of this Agreement, "Adjusted Total Compensation" means the aggregate base salary earned by the Employee plus the dollar value of all perquisites (i.e., Company provided car, club dues and supplemental life insurance) as estimated by Company in respect of the Employee for the relevant twelve month period. Adjusted Total Compensation shall exclude any bonus payments paid or earned by the Employee.
(B)For the purposes of this Agreement, the Employee will not be deemed to have incurred a termination for Good Reason if there is a general reduction in base salaries and/or perquisites applicable to the President, Chief Executive Officer and all Vice Presidents of Company.
(C)In order to terminate due to Good Reason, the Employee must notify the Company of the occurrence of the event of Good Reason within 30 days of its initial occurrence, the Company shall have 30 days upon receipt of such notice to cure the event that Employee claims constitutes Good Reason and, if not cured, the Employee must terminate employment within 60 days following the expiration of the cure period.

“Retirement” shall mean the termination of an Employee’s employment for any reason other than death, Disability or termination for Cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Employee’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a Subsidiary as of the date such Subsidiary was acquired by the Company) equals or exceeds 75.



A "Unit" covered by the Restricted Share Unit Award shall mean the right to receive, pursuant to the terms of this Agreement, a share of Common Stock, and any other amount or property payable with respect thereto, covered by the Restricted Share Unit Award.
"Vested Units" shall mean units corresponding to shares of Common Stock covered by the Restricted Share Unit Award which at the time in question have become Vested Units pursuant to Paragraph 2 hereof.
15.    Miscellaneous Provisions. For purposes of this Agreement, the following miscellaneous provisions shall be applicable:

(a)Receipt and Review of Plan. Employee acknowledges receipt of a copy of the Plan. Employee further acknowledges notice of the terms, conditions, restrictions and limitations contained in the Plan, and acknowledges the restrictions set forth in this Agreement.

(b)Conflicts. The Company and Employee agree to be bound by all of the terms, conditions, restrictions and limitations of the Plan, as amended and modified by this Agreement. The Company and Employee agree that the Plan may be amended from time to time in accordance with the terms thereof, but no such amendment shall, without Employee's consent, adversely affect the rights specifically granted Employee hereunder or under the Plan. In the event there is a conflict between the Plan and the terms and conditions in this Agreement, this Agreement shall govern unless the terms and conditions of the Plan are more favorable to Employee. If such terms and conditions are more favorable to Employee, then the Company and Employee agree that this Agreement is amended to the extent necessary to enable Employee to gain the benefit of the more favorable terms and conditions of the Plan.

(c)    Successors.
(i)This Agreement is personal to Employee and, except as otherwise provided in Paragraph 4 above, shall not be assignable by Employee otherwise than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by Employee's legal representatives.
(ii)This Agreement shall inure to the benefit of and be binding upon Company and its successors. It shall not be assignable except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.
(d)    Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by registered mail to the Company at its office, 9700 West Higgins Road, Rosemont IL 60018, Attn: General Counsel, or at such other address designated by the Company. All notices to Employee or successors shall be delivered to Employee or successors at Employee's address as it then appears on the Company's records.
(e)    Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion thereof, which remaining provision or portion thereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion thereof eliminated.



(f)    Headings. The headings, captions and arrangements utilized in this Agreement shall not be construed to limit or modify the terms or meaning of this Agreement.
(g)Equitable Relief. Any dispute or disagreement which shall arise under, as a result of, or in any way shall relate to the interpretation or construction or this Agreement shall be determined by the Committee or by the Board, and any such determination shall be final, binding and conclusive for all purposes.
(h)Governing Law; Jurisdiction. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Illinois without reference to conflict of laws principles. This Restricted Share Unit Award is intended to be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be interpreted and construed in a manner that avoids the imposition of additional taxes and penalties under Section 409A of the Code ("409A Penalties") and each vesting hereunder shall be considered a separate payment. In the event the terms of this Agreement would subject Employee to 409A Penalties, the Company and the Employee shall cooperate diligently to amend the terms of the Agreement to avoid and/or minimize such 409A Penalties, to the extent possible; provided that in no event shall the Company be responsible for any 409A Penalties that arise in connection with any amounts payable under this Agreement. Notwithstanding any other provision in this Agreement, if on the date of the Employee's separation from service, within the meaning of Section 409A of the Code (the "Separation Date"), the Employee is a "specified employee," as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six-month anniversary of the Separation Date, such payment shall be delayed until the earlier to occur of (A) the first business day after the six-month anniversary of the Separation Date or (B) the first business day after the date of the Employee's death, upon which all amounts that would have been payable during such six-month period of delay will be paid in a single lump sum. Further, notwithstanding any other provision in this Agreement, to the extent the amount payable under this Agreement constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, and the Change in Control under Paragraph 2(b)(b)(iv) does not constitute a "change in control event," within the meaning of Section 409A of the Code, then any Units that vest pursuant to Paragraph 2(b)(iv) shall be settled at the same time as set forth in Section 2(a) or an earlier termination of employment.
(i)This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Illinois without reference to conflict of laws principles. Subject to Paragraph 14(g) above, any action, suit or proceeding arising out of any claim against the Company pursuant to this Agreement shall be brought exclusively in the federal or state courts located in the state in which the Company has its principal business headquarters.
(j)Determinations by Committee. All references in this Agreement to determinations to be made by the Committee shall be deemed to include determinations by any person or persons to whom the Committee may delegate such authority in accordance with the rules adopted thereby.
(k)Entire Agreement; Amendment or Waiver. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and may be amended, modified or changed only by a written instrument executed by Employee and the Company. No provision of this Agreement may be waived except by a writing executed and delivered by the party sought to be charged. Any such written waiver will be effective only with respect to the event or circumstance described therein and not with respect to any other event or circumstance, unless such waiver expressly provides to the contrary.



(1)    Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.
IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written by an officer of the Company and by Employee.



EMPLOYEE:                    WINTRUST FINANCIAL CORPORATION:

First Name Last NameEdward J. Wehmer, Founder & CEO
ATTEST:
David A. Dykstra








WINTRUST FINANCIAL CORPORATION
PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (the “Agreement”) is dated as of January 28, 2021 (the “Grant Date”), by and between Wintrust Financial Corporation, an Illinois corporation (the “Company”), and First Name Last Name (the “Participant”) and is governed by the terms of the Wintrust Financial Corporation Long-Term Incentive Program (the “Program”), which was adopted by the Compensation Committee (the “Committee”) of the Board of Directors of the Company under the Wintrust Financial Corporation 2015 Stock Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meanings specified in the Program or Plan, as applicable.
1.    Award.
(a)     General Terms of Award. Subject to the terms of this Agreement, the Program and the Plan, the Participant is hereby granted a target performance award consisting of a share-settled performance award (the “Performance Award”) with a target opportunity (the “Target Opportunity”) representing the right to receive x,xxx shares of the Company’s Common Stock, no par value (the “Common Stock); provided, however, that the actual number of shares of Common Stock to be issued shall be determined based upon the satisfaction of the Performance Criteria in accordance with the terms of this Agreement, including Exhibit A hereto. It is understood that this Agreement is subject to the terms of the Program and Plan, to which reference is hereby made for a more detailed description of the terms to which the Performance Award is subject and by which reference the Program and Plan are incorporated herein. The Program and the Plan shall control in the event there is any conflict between the Program and Plan and this Agreement and on such matters as are not contained in this Agreement.
(b)    Acceptance of Agreement. The Performance Award shall be null and void unless the Participant shall accept this Agreement by executing it in the space provided below and returning such execution copy to the Company within ninety (90) days following the Participant’s receipt of this Agreement.
2.    Satisfaction of Performance Criteria. The number of shares of Common Stock to be issued to the Participant under this Performance Award, in each case, following the completion of the Performance Period (as defined in Exhibit A) shall be determined as described in Exhibit A to this Agreement, which Exhibit A is incorporated into and forms a part of this Agreement.




3.    Vesting and Termination of Employment.
(a)    Performance-Based Vesting Conditions. Except as otherwise provided in this Section 3, the Participant shall be eligible to receive the number of shares of Common Stock under this Agreement only if the Participant has remained continuously employed by the Company or one of its Affiliates through the date on which the Performance Award is settled pursuant to Section 6 of this Agreement.
(b)    Termination by Reason of Death, Permanent Disability or Retirement. In the event the employment of the Participant is terminated by reason of the Participant’s death, Permanent Disability or Retirement prior to the date on which the Performance Award is settled pursuant to Section 6 of this Agreement, then the Participant shall be entitled to a prorated Performance Award, with such prorated award equal to the number of shares of Common Stock subject to the Performance Award, determined based on the actual performance during the Performance Period and multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period.
For purposes of this Agreement:
(i)Permanent Disability shall mean any mental or physical illness, disability or incapacity that renders the Participant unable to perform his/her duties where a) such Permanent Disability has been determined to exist by a physician selected by the Company or b) the Company has reasonably determined, based on such physician’s advice, that such disability will continue for 180 days or more within any 365-day period, of which at least 90 days are consecutive. The Participant shall cooperate in all respects with the Company if a question arises as to whether he/she has become disabled (including, without limitation, submitting to an examination by a physician or other health care specialist selected by the Company and authorizing such physician or other health care specialist to discuss the Participant’s condition with the Company).
(ii)Retirement shall mean the termination of a Participant’s employment for any reason other than death, Permanent Disability or termination for Cause if it occurs on or after age 65 or on or after age 55 and, as of the date of termination, the sum of the Participant’s attained age as of his/her most recent birthday and the full and completed years of service with the Company (including continuous years of service, if any, with a Subsidiary as of the date such Subsidiary was acquired by the Company) equals or exceeds 75.
(c)    Termination for any Other Reason. In the event the employment of the Participant is terminated for any reason other than the Participant’s death, Permanent Disability



or Retirement prior to the date on which the Performance Award is settled pursuant to Section 6, then the Participant’s Performance Award shall be immediately forfeited by the Participant upon such termination of employment.
(d)    Change of Control. Upon (i) a Change of Control or (ii) the termination of the Participant’s employment by the Company without Cause or by the Participant due to a Constructive Termination within 18 months following the occurrence of a Change of Control, the Performance Award shall be governed by the terms of Sections 12(a) and 12(b) of the Plan, as applicable; provided, however, that in the event the Performance Award shall vest pursuant to Section 12 of the Plan, such Performance Award shall be settled within thirty (30) days following the effective date of the Change of Control in the case of vesting pursuant to Section 12(a) of the Plan or the Participant’s termination of employment in the case of vesting pursuant to Section 12(b) of the Plan; provided further, that if the Change of Control is not a “change in control event,” within the meaning of Section 409A of the Code, then such Performance Award shall be settled at the same time as set forth in Section 6 to the extent required by Section 409A of the Code.
(e)    Leave of Absence. The Participant shall not be deemed to have terminated employment during any paid leave of absence, provided that the Participant continues to remain an employee of the Company or one of its Affiliates. During any Company-approved unpaid leave of absence, the Performance Award shall be prorated, with such prorated award equal to the number of shares of Common Stock determined at the end of the Performance Period based on the actual performance during the Performance Period multiplied by a fraction, the numerator of which shall equal the number of full months such Participant was an active employee and on the Company’s payroll during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period, provided that the Participant continues to remain an employee of the Company or one of its Affiliates.
4.    Non-Solicitation. The Participant understands and acknowledges that the Company and its Affiliates (collectively, “Wintrust”), has expended and continues to expend significant time and resources in recruiting, training and retaining Participant and its employees and in the development of valuable business relationships with its consultants and agents, the loss of which would cause significant and irreparable harm to Wintrust. During Participant’s employment with Wintrust and for twelve (12) months thereafter, Participant agrees and covenants not to directly or indirectly hire, solicit, induce or attempt to hire, solicit or induce any employee, consultant, or agent of Wintrust (i) to terminate such person’s employment or association with Wintrust or (ii) to become employed by or serve in any capacity by a bank or other financial institution which operates or is planned to operate at any facility which is located within a ten mile radius of any principal office or branch office of Wintrust. This restriction shall not prohibit Participant from hiring a Wintrust employee, consultant or agent in response to a general solicitation to the public. The restrictive covenants in this Agreement are in addition to and do not supersede the restrictive covenants in any other agreement Participant may have with Wintrust.

5.    Remedies. Participant acknowledges that compliance with the terms of this Agreement is necessary to protect Wintrust’s employment and business relationships and Wintrust’s goodwill and that any breach by Participant of this Agreement shall cause continuing



and irreparable injury to Wintrust for which money damages would not be an adequate remedy. Participant acknowledges that the Company and its Affiliates are all intended beneficiaries of this Agreement. Participant acknowledges that Wintrust shall be, in addition to any other rights or remedies it may have, entitled to injunctive relieve for any breach by Participant of any part of this Agreement. This Agreement shall not in any way limit the remedies available in law or equity to Wintrust.
6.    Settlement of Performance Award. No later than the March 15th occurring immediately after the last day of the Performance Period, the Company shall transfer to the Participant the number of shares of Common Stock determined pursuant to Exhibit A; provided that and except as otherwise provided for in this Agreement, the Participant has remained continuously employed by the Company or one of its Affiliates through the date on which the Performance Award is settled pursuant to this Section 6. Notwithstanding any other provision of the Agreement to the contrary, no Company issuance or transfer of shares of Common Stock shall occur unless and until the Committee has certified that the applicable Performance Criteria have been satisfied, which certification shall occur within 60 days following the last day of the Performance Period. The Company may effect the issuance and transfer of shares of Common Stock either by the delivery of one or more certificates of Common Stock to the Participant or by an appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company, and in either case by issuing such shares in the Participant’s name or in such other name as is acceptable to the Company and designated in writing by the Participant. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to the delivery of such shares, except as otherwise provided in Section 3.3 of the Program. Prior to the settlement of the Award in shares of Common Stock, the holder of such Award shall have no rights as a shareholder of the Company with respect to the shares of Common Stock subject to such Award, including, without limitation, voting rights and the right to receive dividends. The Committee reserves the right to settle the shares of Common Stock subject to the Award in cash having a Fair Market Value as of the date of payment equal to the Fair Market Value of such shares, as determined by the Committee in its sole discretion.
7.    Withholding. The Company shall have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the number of shares of Common Stock or an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.
8.    Clawback Provision. Participant acknowledges that Participant has read the Company’s Policy on Recoupment of Incentive Compensation (the “Clawback Policy”). In consideration of the grant of the Performance Award, the Participant agrees to abide by the Company’s Clawback Policy and any determinations of the Board pursuant to the Clawback Policy. Without limiting the foregoing, and notwithstanding any provision of this Agreement to the contrary, the Participant agrees that the Company shall have the right to require the Participant to repay the value of the shares received by the Participant pursuant to this Agreement, as may be required by law (including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder) or as a result of: (i) a financial restatement if the shares issued to the Participant under the Agreement was predicated upon achieving certain Performance Criteria that were subsequently



the subject of such financial restatement; (ii) the Committee determined that the Participant engaged in intentional misconduct that caused the need for such restatement; and (iii) a lower number of shares would have been paid or issued based on the restated results. This Section 8 shall survive the termination of the Participant’s employment for any reason. The foregoing remedy is in addition to and separate from any other relief available to the Company due to the Participant’s misconduct or fraud. Any determination by the Committee with respect to the foregoing shall be final, conclusive and binding upon the Participant and all persons claiming through the Participant.
9.    Administration. The authority to administer and interpret this Agreement shall be vested in the Committee, and the Committee shall have all the powers with respect to this Agreement as it has with respect to the Program and Plan. Any dispute or disagreement which shall arise under, as a result of, or in any way shall relate to the interpretation or construction or this Agreement shall be determined by the Committee, and any such determination shall be final, binding and conclusive for all purposes.
10.    Transferability. The Performance Award shall not be subject to execution, collateral assignment, attachment or similar process, unless otherwise permitted by the Committee under the terms of the Program or Plan. Any such attempted action or other disposition of the Performance Award contrary to the provisions of the Program or Plan shall be null and void, and in such event the Company shall have the right to terminate the Performance Award. Such termination shall not prejudice any rights or remedies which the Company or an Affiliate may have under this Agreement or otherwise.
11.    Notices. Each notice relating to this Agreement shall be in writing and delivered in person or by registered mail to Wintrust Financial Corporation, 9700 West Higgins Road, Rosemont, Illinois 60018, Attn: General Counsel, or at such other address designated by the Company. All notices to the Participant or other person or persons succeeding to the Participant’s rights under this Agreement shall be delivered to the Participant or such other person or persons at the Participant’s home address as it then appears on the Company’s records.
12.    Governing Law. This agreement shall be governed by laws of the State of Illinois and shall inure to the benefit of and be binding upon the Company and its successors and assigns and the Participant and the Participant’s heirs, executors, administrators and successors.
13.    Section 409A. The Agreement is intended to comply with the requirements of Section 409A of the Code, and shall be interpreted and construed consistently with such intent; provided, however, that in no event shall the Company or any of its directors, officers, employees or advisors be responsible for any such additional tax, interest or related tax penalties that may be imposed under Section 409A of the Code. Notwithstanding any other provision in the Agreement, Program or Plan, if a Participant is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Participant’s “separation from service,” as defined in Section 409A of the Code, then to the extent any amount payable to the Participant (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon the Participant’s separation from service and (iii) under the terms of this Program would be payable prior to the six-month anniversary of the Participant’s separation from service, such payment shall be delayed until the earlier to occur of (a) the first business day



following the six-month anniversary of the separation from service and (b) the date of the Participant’s death.
Wintrust Financial Corporation by:


_______________________________    January 28, 2021
Edward J. Wehmer, Founder             Date
and Chief Executive Officer

Participant:



________________________________    _______________________
First Name Last Name    Date    





Attest



________________________________    January 28, 2021
David A. Dykstra                Date    






Exhibit A
Subject to the terms and conditions of the Agreement, the number of shares of Common Stock to be issued under the Performance Award shall be determined as described in this Exhibit A based upon the level of performance achieved over the period commencing on January 1, 2021 and ending on December 31, 2023 (“Performance Period”) as determined in accordance with the following schedule; provided, however, that as an initial, unconditional performance goal, the settlement of the Performance Award shall be subject to the Company’s attainment of a Return on Average Assets (“ROAA”) equal to 40 basis points over the applicable Performance Period. In the event the Company fails to achieve the ROAA performance goal over the applicable Performance Period, then no portion of the Performance Award shall be paid under the LTIP with respect to the Performance Period.
If the initial performance goal described above is achieved, the Committee will determine the final number of shares of Common Stock to be issued based on two (2) equally-weighted performance goals established by the Compensation Committee (collectively, the “Performance Criteria”): (a) Cumulative Pre-Tax, Pre-Provision Earnings Per Share and (b) Relative Total Shareholder Return. The Compensation Committee may adjust these Performance Criteria or the Company’s performance results to reflect any extraordinary, unusual, infrequently occurring or unanticipated events. To the extent defined in the Company’s audited financial statements, each performance measure (or component thereof) shall be calculated in accordance with the methodology used for determining such measure for purposes of the Company’s audited financial results.
Performance Measures
Performance Level
Cumulative Pre-Tax
Pre-Provision EPS
Over 3 Year Performance Period*
Relative Total
Shareholder Return
Over 3 Year
Performance Period**
Total Payout as a % of Target Opportunity
For Each of the Performance Criteria***
Maximum$29.54
75th Percentile and above
150%
 $28.36140%
 $27.18130%
 $26.00120%
 $24.82110%
Target$23.63
50th Percentile
100%
 $22.4590%
 $21.2780%
 $20.0970%
 $18.9160%
Threshold$17.73
25th Percentile
50%
<Threshold<$17.73
Below the 25th Percentile
0%
*Measurement is defined as the cumulative earnings excluding income taxes and the provision for credit losses with such pre-tax, pre-provision earnings further reduced by actual net loan charge-offs or increased by actual net loan recoveries, all on an average diluted per share basis. The measurement may be adjusted for extraordinary, unusual or unanticipated events and one-time and unusual acquisition-related costs.





** Based on the relative Total Shareholder Return of the Company percentile rank relative to the KBW Regional Bank Index (KBX) for the Performance Period.

Total Shareholder Return” shall be defined as the increase in value of a fixed amount invested in the common shares of an entity, taking into account both stock price appreciation and dividends or other distributions, during the Performance Period (dividends are calculated as if they are reinvested in a company’s stock as of the ex-dividend date based on such date’s closing stock price).  In determining the value of shares at the beginning and end of the Performance Period, the Committee shall use the average closing price for the twenty (20) trading days prior to the start of the Performance Period and ending on the final day of the Performance Period, respectively.

KBX Component Company Adjustments. The companies comprising the KBX as of the beginning of the Performance Period shall be the companies that the relative Total Shareholder Return is measured against. If a company is part of the KBX at the beginning of the performance period and is no longer a component of such index at the end of the Performance Period, then that company shall be excluded from the relative comparison for purposes of determining the performance of the Company relative to the KBX. If, during the Performance Period, a component company of the Peer Group files for bankruptcy protection, they will remain in the Peer Group for purposes of calculating relative performance (with Total Shareholder Return performance of -100%).

Cap on Payout Percentage.     Regardless of the Company’s relative position to the selected index over the Performance Period, if the Total Shareholder Return for the Company over the Performance Period is negative, the award shall be capped at 100% of the target amount.


*** 50% of the Target Opportunity shall be attributed to each of the two (2) Performance Criteria. The number of shares to be issued under the Performance Award at the conclusion of the Performance Period shall be calculated by (i) determining Company performance for each of the Performance Criteria separately; (ii) based on that Company performance, determining the total payout (expressed in number of shares of Common Stock) for each of the two Performance Criteria; and (iii) calculating the sum of the number of shares of Common Stock determined in (ii) for each of the two Performance Criteria.

There will be a linear increase in payout between the performance levels if threshold performance is achieved.






Exhibit 31.1
CERTIFICATION
I, Edward J. Wehmer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Wintrust Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounted principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2021
/s/ EDWARD J. WEHMER
Name:    Edward J. Wehmer
Title:      Founder and Chief Executive Officer



Exhibit 31.2
CERTIFICATION
I, David L. Stoehr, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Wintrust Financial Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounted principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 7, 2021
/s/ DAVID L. STOEHR
Name:    David L. Stoehr
Title:      Executive Vice President and
               Chief Financial Officer



Exhibit 32.1
CERTIFICATIONS
SARBANES-OXLEY ACT SECTION 906
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, the undersigned Chief Executive Officer and Chief Financial Officer of Wintrust Financial Corporation (“the Company”) certify, on the basis of such officers’ knowledge and belief that:
(1)The Quarterly Report of the Company on Form 10-Q for the period ended March 31, 2021, as filed with the Securities and Exchange Commission on May 7, 2021 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ EDWARD J. WEHMER
Name:    Edward J. Wehmer
Title:      Founder and Chief Executive Officer
Date:      May 7, 2021
/s/ DAVID L. STOEHR
Name:    David L. Stoehr
Title:      Executive Vice President and
               Chief Financial Officer
Date:      May 7, 2021
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission upon request. This certification accompanies the Report and shall not be treated as having been filed as part of this Report.



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