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Wintrust Financial Corp. – ‘10-Q’ for 3/31/21 – ‘EX-10.5’

On: Friday, 5/7/21, at 5:19pm ET · For: 3/31/21 · Accession #: 1015328-21-110 · File #: 1-35077

  As Of               Filer                 Filing    For·On·As Docs:Size

 5/07/21  Wintrust Financial Corp.          10-Q        3/31/21  112:25M

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.93M 
 2: EX-10.4     Material Contract                                   HTML     68K 
 3: EX-10.5     Material Contract                                   HTML     65K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
13: R1          Cover                                               HTML     91K 
14: R2          Consolidated Statements Of Condition                HTML    147K 
15: R3          Consolidated Statements Of Condition                HTML     58K 
                (Parenthetical)                                                  
16: R4          Consolidated Statements Of Income (Unaudited)       HTML    172K 
17: R5          Consolidated Statements Of Comprehensive Income     HTML    100K 
                (Unaudited)                                                      
18: R6          Consolidated Statements Of Changes In               HTML     81K 
                Shareholders' Equity (Unaudited)                                 
19: R7          Consolidated Statements Of Changes In               HTML     36K 
                Shareholders' Equity (Unaudited) (Parenthetical)                 
20: R8          Consolidated Statements Of Cash Flows (Unaudited)   HTML    154K 
21: R9          Basis of Presentation                               HTML     36K 
22: R10         Recent Accounting Developments                      HTML     55K 
23: R11         Cash and Cash Equivalents                           HTML     33K 
24: R12         Investment Securities                               HTML    259K 
25: R13         Loans                                               HTML     66K 
26: R14         Allowance for Credit Losses                         HTML    726K 
27: R15         Goodwill and Other Intangible Assets                HTML     89K 
28: R16         Mortgage Servicing Rights ("MSRs")                  HTML     56K 
29: R17         Deposits                                            HTML     60K 
30: R18         FHLB Advances, Other Borrowings and Subordinated    HTML     69K 
                Notes                                                            
31: R19         Junior Subordinated Debentures                      HTML     77K 
32: R20         Revenue from Contracts with Customers               HTML     91K 
33: R21         Segment Information                                 HTML    116K 
34: R22         Derivative Financial Instruments                    HTML    169K 
35: R23         Fair Values of Assets and Liabilities               HTML    342K 
36: R24         Stock-Based Compensation Plans                      HTML    106K 
37: R25         Shareholders' Equity and Earnings Per Share         HTML    116K 
38: R26         Subsequent Events                                   HTML     33K 
39: R27         Basis of Presentation (Policies)                    HTML     53K 
40: R28         Investment Securities (Tables)                      HTML    260K 
41: R29         Loans (Tables)                                      HTML     63K 
42: R30         Allowance for Credit Losses (Tables)                HTML    696K 
43: R31         Goodwill and Other Intangible Assets (Tables)       HTML    126K 
44: R32         Mortgage Servicing Rights ("MSRs") (Tables)         HTML     48K 
45: R33         Deposits (Tables)                                   HTML     58K 
46: R34         FHLB Advances, Other Borrowings and Subordinated    HTML     58K 
                Notes (Tables)                                                   
47: R35         Junior Subordinated Debentures (Tables)             HTML     72K 
48: R36         Revenue from Contracts with Customers (Tables)      HTML     80K 
49: R37         Segment Information (Tables)                        HTML    111K 
50: R38         Derivative Financial Instruments (Tables)           HTML    190K 
51: R39         Fair Values of Assets and Liabilities (Tables)      HTML    325K 
52: R40         Stock-Based Compensation Plans (Tables)             HTML    101K 
53: R41         Shareholders' Equity and Earnings Per Share         HTML    116K 
                (Tables)                                                         
54: R42         Investment Securities (Marketable Securities)       HTML    103K 
                (Detail)                                                         
55: R43         Investment Securities (Continuous Unrealized Loss   HTML     75K 
                Position, Fair Value) (Detail)                                   
56: R44         Investment Securities (Schedule of Realized Gain    HTML     61K 
                (Loss)) (Detail)                                                 
57: R45         Investment Securities (Investments Classified by    HTML     97K 
                Contractual Maturity Date) (Detail)                              
58: R46         Investment Securities (Narrative) (Detail)          HTML     44K 
59: R47         Loans (Summary of Loan Portfolio) (Detail)          HTML     56K 
60: R48         Loans (Narrative) (Detail)                          HTML     48K 
61: R49         Allowance for Credit Losses (Schedule of Aging of   HTML    113K 
                the Company's Loan Portfolio) (Detail)                           
62: R50         Allowance for Credit Losses (Loan Portfolio by      HTML    273K 
                Credit Quality Indicator) (Details)                              
63: R51         Allowance for Credit Losses (Held-to-Maturity Debt  HTML    113K 
                Securities by Credit Quality Indication) (Details)               
64: R52         Allowance for Credit Losses (Components of          HTML     47K 
                Allowance for Credit Losses) (Details)                           
65: R53         Allowance for Credit Losses (Summary of Activity    HTML    100K 
                in the Allowance for Credit Losses) (Detail)                     
66: R54         Allowance for Credit Losses (Allowance for Credit   HTML     66K 
                Losses Narrative) (Details)                                      
67: R55         Allowance for Credit Losses (Summary of the         HTML     81K 
                Post-Modification Balance of TDRs) (Detail)                      
68: R56         Allowance for Credit Losses (Summary of TDRs        HTML     88K 
                Subsequent Default Under the Restructured Terms)                 
                (Detail)                                                         
69: R57         Allowance for Credit Losses (TDRs Narrative)        HTML     57K 
                (Detail)                                                         
70: R58         Goodwill And Other Intangible Assets (Goodwill      HTML     51K 
                Assets by Business Segment) (Detail)                             
71: R59         Goodwill And Other Intangible Assets (Narrative)    HTML     47K 
                (Detail)                                                         
72: R60         Goodwill And Other Intangible Assets (Summary of    HTML     61K 
                Intangible Assets) (Detail)                                      
73: R61         Goodwill And Other Intangible Assets (Estimated     HTML     45K 
                Amortization) (Detail)                                           
74: R62         Mortgage Servicing Rights ("MSRs") (Details)        HTML     47K 
75: R63         Deposits (Detail)                                   HTML     60K 
76: R64         FHLB Advances, Other Borrowings and Subordinated    HTML     53K 
                Notes (Summary of Debt) (Details)                                
77: R65         FHLB Advances, Other Borrowings and Subordinated    HTML     43K 
                Notes (Summary of Pledged Securities Related to                  
                Securities Sold Under Repurchase Agreements)                     
                (Details)                                                        
78: R66         FHLB Advances, Other Borrowings and Subordinated    HTML    165K 
                Notes (Narrative) (Details)                                      
79: R67         Junior Subordinated Debentures (Summary of Junior   HTML     98K 
                Subordinated Debentures) (Detail)                                
80: R68         Junior Subordinated Debentures (Narrative)          HTML     56K 
                (Detail)                                                         
81: R69         Revenue from Contracts with Customers               HTML     55K 
                (Disaggregation of Revenue by Source) (Details)                  
82: R70         Revenue from Contracts with Customers (Contract     HTML     45K 
                Assets, Contract Liabilities and Receivables from                
                Contracts with Customers) (Details)                              
83: R71         Revenue from Contracts with Customers (Performance  HTML     51K 
                Obligations Unsatisfied at End of Period)                        
                (Details)                                                        
84: R72         Revenue from Contracts with Customers (Narrative)   HTML     35K 
                (Details)                                                        
85: R73         Segment Information (Narrative) (Detail)            HTML     36K 
86: R74         Segment Information (Summary of Segment             HTML    136K 
                Information) (Detail)                                            
87: R75         Derivative Financial Instruments (Schedule Of Fair  HTML     60K 
                Value Of Derivative Financial Instruments)                       
                (Detail)                                                         
88: R76         Derivative Financial Instruments (Narrative)        HTML     69K 
                (Detail)                                                         
89: R77         Derivative Financial Instruments (Schedule Of Cash  HTML     67K 
                Flow Hedging Instruments) (Detail)                               
90: R78         Derivative Financial Instruments (Rollforward Of    HTML     42K 
                Amounts In Accumulated Other Comprehensive Income                
                Related To Interest Rate Swaps Designated As Cash                
                Flow Hedges) (Detail)                                            
91: R79         Derivative Financial Instruments (Schedule of       HTML     50K 
                Carrying Amount of Hedged Assets/(Liabilities))                  
                (Detail)                                                         
92: R80         Derivative Financial Instruments (Summary Amounts   HTML     61K 
                Included In Consolidated Statement Of Income                     
                Related To Derivatives) (Detail)                                 
93: R81         Derivative Financial Instruments (Summary of        HTML     69K 
                Interest Rate Derivatives and Offsetting                         
                Positions) (Details)                                             
94: R82         Fair Values of Assets and Liabilities (Narrative)   HTML    155K 
                (Detail)                                                         
95: R83         Fair Values of Assets and Liabilities (Summary of   HTML    116K 
                Balances of Assets and Liabilities Measured at                   
                Fair Value On A Recurring Basis) (Detail)                        
96: R84         Fair Values of Assets and Liabilities (Summary of   HTML     73K 
                Changes in Level 3 Assets and Liabilities Measured               
                at Fair Value on a Recurring Basis) (Detail)                     
97: R85         Fair Values of Assets and Liabilities (Summary of   HTML     55K 
                Assets Measured at Fair Value on a Nonrecurring                  
                Basis) (Detail)                                                  
98: R86         Fair Values of Assets and Liabilities (Schedule of  HTML    131K 
                Valuation Techniques and Significant Unobservable                
                Inputs Used to Measure Both Recurring and                        
                Non-Recurring) (Detail)                                          
99: R87         Fair Values of Assets and Liabilities (Summary Of   HTML    113K 
                Carrying Amounts And Estimated Fair Values Of                    
                Financial Instruments) (Detail)                                  
100: R88         Stock-Based Compensation Plans (Narrative)          HTML     71K  
                (Detail)                                                         
101: R89         Stock-Based Compensation Plans (Summary Of Stock    HTML     67K  
                Option Activity) (Detail)                                        
102: R90         Stock-Based Compensation Plans (Summary Of Plans'   HTML     73K  
                Restricted Share And Performance-Vested Stock                    
                Award Activity) (Detail)                                         
103: R91         Shareholders' Equity And Earnings Per Share         HTML     66K  
                (Components Of Other Comprehensive Income (Loss))                
                (Detail)                                                         
104: R92         Shareholders' Equity And Earnings Per Share (Other  HTML     64K  
                Comprehensive Income Reclassified from AOCI)                     
                (Detail)                                                         
105: R93         Shareholders' Equity And Earnings Per Share         HTML     69K  
                (Computation Of Basic And Diluted Earnings Per                   
                Common Share) (Detail)                                           
106: R94         Shareholders' Equity And Earnings Per Share         HTML     58K  
                (Narrative) (Detail)                                             
107: R95         Subsequent Events (Details)                         HTML     35K  
108: R9999       Uncategorized Items - wtfc-20210331.htm             HTML     40K  
110: XML         IDEA XML File -- Filing Summary                      XML    219K  
12: XML         XBRL Instance -- wtfc-20210331_htm                   XML   8.30M 
109: EXCEL       IDEA Workbook of Financial Reports                  XLSX    206K  
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10: EX-101.LAB  XBRL Labels -- wtfc-20210331_lab                     XML   2.97M 
11: EX-101.PRE  XBRL Presentations -- wtfc-20210331_pre              XML   1.97M 
 7: EX-101.SCH  XBRL Schema -- wtfc-20210331                         XSD    283K 
111: JSON        XBRL Instance as JSON Data -- MetaLinks              622±   990K  
112: ZIP         XBRL Zipped Folder -- 0001015328-21-000110-xbrl      Zip    731K

‘EX-10.5’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Document

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%
	$28.36		140%
	$27.18		130%
	$26.00		120%
	$24.82		110%
Target	$23.63	50th Percentile	100%
	$22.45		90%
	$21.27		80%
	$20.09		70%
	$18.91		60%
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.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	12/31/23
Filed on:	5/7/21
For Period end:	3/31/21	4
	1/28/21	4
	1/1/21
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/28/24  Wintrust Financial Corp.          10-K       12/31/23  155:32M
 2/28/23  Wintrust Financial Corp.          10-K       12/31/22  152:35M
 2/25/22  Wintrust Financial Corp.          10-K       12/31/21  152:35M
 5/27/21  Wintrust Financial Corp.          S-8         5/27/21    3:83K

2 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/12/21  Wintrust Financial Corp.          8-K:5,9     4/06/21   13:323K
 1/20/21  Wintrust Financial Corp.          8-K:1,2,9   1/15/21   15:288K

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Filing Submission 0001015328-21-000110 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)