SEC Info - Wintrust Financial Corp - ‘10-K’ for 12/31/17

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Wintrust Financial Corp – ‘10-K’ for 12/31/17 – ‘EX-10.41’

On: Wednesday, 2/28/18, at 5:22pm ET · For: 12/31/17 · Accession #: 1015328-18-80 · File #: 1-35077

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

 2/28/18  Wintrust Financial Corp           10-K       12/31/17  156:40M

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.57M 
 3: EX-10.41    Material Contract                                   HTML     79K 
 2: EX-10.9     Material Contract                                   HTML     53K 
 6: EX-21.1     Subsidiaries List                                   HTML     52K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     47K 
 4: EX-12.1     Statement re: Computation of Ratios                 HTML     56K 
 5: EX-12.2     Statement re: Computation of Ratios                 HTML     58K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     52K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     52K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     48K 
17: R1          Document And Entity Information                     HTML     74K 
18: R2          Consolidated Statements Of Condition                HTML    154K 
19: R3          Consolidated Statements Of Condition                HTML     74K 
                (Parenthetical)                                                  
20: R4          Consolidated Statements Of Income                   HTML    173K 
21: R5          Consolidated Statements of Comprehensive Income     HTML    110K 
22: R6          Consolidated Statements Of Changes In               HTML    121K 
                Shareholders' Equity                                             
23: R7          Consolidated Statements Of Cash Flows               HTML    197K 
24: R8          Summary Of Significant Accounting Policies          HTML    116K 
25: R9          Recent Accounting Pronouncements                    HTML     80K 
26: R10         Investment Securities                               HTML    367K 
27: R11         Loans                                               HTML    122K 
28: R12         Allowance for Loan Losses Allowance for Losses on   HTML   1.24M 
                Lending-Related Commitments and Impaired Loans                   
29: R13         Mortgage Servicing Rights                           HTML     71K 
30: R14         Business Combinations                               HTML     86K 
31: R15         Goodwill and Other Intangible Assets                HTML    106K 
32: R16         Premises and Equipment, Net                         HTML     63K 
33: R17         Deposits                                            HTML    102K 
34: R18         Federal Home Loan Bank Advances                     HTML     69K 
35: R19         Subordinated Notes                                  HTML     50K 
36: R20         Other Borrowings                                    HTML     87K 
37: R21         Junior Subordinated Debentures                      HTML    130K 
38: R22         Minimum Lease Commitments                           HTML     62K 
39: R23         Income Taxes                                        HTML    184K 
40: R24         Stock Compensation Plans and Other Employee         HTML    227K 
                Benefit Plans                                                    
41: R25         Regulatory Matters                                  HTML    435K 
42: R26         Commitments and Contingencies                       HTML     67K 
43: R27         Derivative Financial Instruments                    HTML    205K 
44: R28         Fair Value of Assets and Liabilities                HTML    428K 
45: R29         Shareholders' Equity                                HTML    180K 
46: R30         Segment Information                                 HTML    162K 
47: R31         Condensed Parent Company Financial Statements       HTML    188K 
48: R32         Earnings Per Share                                  HTML     90K 
49: R33         Quarterly Financial Summary (Unaudited)             HTML    149K 
50: R34         Subsequent Events                                   HTML     48K 
51: R35         Summary Of Significant Accounting Policies          HTML    388K 
                (Policy)                                                         
52: R36         Investment Securities (Tables)                      HTML    521K 
53: R37         Loans (Tables)                                      HTML    114K 
54: R38         Allowance for Loan Losses Allowance for Losses on   HTML   1.23M 
                Lending-Related Commitments and Impaired Loans                   
                (Tables)                                                         
55: R39         Mortgage Servicing Rights (Tables)                  HTML     69K 
56: R40         Business Combinations (Tables)                      HTML     59K 
57: R41         Goodwill and Other Intangible Assets (Tables)       HTML    105K 
58: R42         Premises and Equipment, Net (Tables)                HTML     62K 
59: R43         Deposits (Tables)                                   HTML    102K 
60: R44         Federal Home Loan Bank Advances (Tables)            HTML     64K 
61: R45         Other Borrowings (Tables)                           HTML     69K 
62: R46         Junior Subordinated Debentures (Tables)             HTML    120K 
63: R47         Minimum Lease Commitments (Tables)                  HTML     60K 
64: R48         Income Taxes (Tables)                               HTML    179K 
65: R49         Stock Compensation Plans and Other Employee         HTML    195K 
                Benefit Plans (Tables)                                           
66: R50         Regulatory Matters (Tables)                         HTML    425K 
67: R51         Derivative Financial Instruments (Tables)           HTML    185K 
68: R52         Fair Value of Assets and Liabilities (Tables)       HTML    403K 
69: R53         Shareholders' Equity (Tables)                       HTML    176K 
70: R54         Segment Information (Tables)                        HTML    159K 
71: R55         Condensed Parent Company Financial Statements       HTML    189K 
                (Tables)                                                         
72: R56         Earnings Per Share (Tables)                         HTML     88K 
73: R57         Quarterly Financial Summary (Unaudited) (Tables)    HTML    149K 
74: R58         Summary Of Significant Accounting Policies          HTML     70K 
                (Narrative) (Details)                                            
75: R59         Investment Securities (Marketable Securities)       HTML     99K 
                (Details)                                                        
76: R60         Investment Securities (Schedule of Investment       HTML    123K 
                Securities Portfolio Continuous Unrealized Loss                  
                Position) (Details)                                              
77: R61         Investment Securities (Schedule of                  HTML     65K 
                Available-for-Sale Investment Securities Gross                   
                Gains and Gross Losses Realized) (Details)                       
78: R62         Investment Securities (Contractual Maturities of    HTML    112K 
                Investment Securities) (Details)                                 
79: R63         Investment Securities (Narrative) (Details)         HTML     58K 
80: R64         Loans (Summary of Loan Portfolio) (Details)         HTML     75K 
81: R65         Loans (Unpaid Principal Balance and Carrying Value  HTML     50K 
                of Acquired Loans) (Details)                                     
82: R66         Loans (Activity Related to Accretable Yield of      HTML     61K 
                Loans Acquired with Evidence of Credit Quality                   
                Deterioration Since Origination) (Details)                       
83: R67         Loans (Narrative) (Details)                         HTML     66K 
84: R68         Allowance for Loan Losses Allowance for Losses on   HTML    211K 
                Lending-Related Commitments and Impaired Loans                   
                (Schedule of Aging of the Company's Loan                         
                Portfolio) (Details)                                             
85: R69         Allowance for Loan Losses Allowance for Losses on   HTML    156K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Recorded Investment Based on                         
                Performance of Loans by Class) (Details)                         
86: R70         Allowance for Loan Losses Allowance for Losses on   HTML    143K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Activity in the Allowance for Credit                 
                Losses by Loan Portfolio) (Details)                              
87: R71         Allowance for Loan Losses Allowance for Losses on   HTML     62K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Activity in the Allowance for Covered                
                Loan Losses) (Details)                                           
88: R72         Allowance for Loan Losses Allowance for Losses on   HTML     61K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Impaired Loans, Including Restructured               
                Loans) (Details)                                                 
89: R73         Allowance for Loan Losses Allowance for Losses on   HTML    162K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Impaired Loans Evaluated for                         
                Impairment by Loan Class) (Details)                              
90: R74         Allowance for Loan Losses Allowance for Losses on   HTML    129K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of the Post-Modification Balance of Loans               
                Restructured) (Details)                                          
91: R75         Allowance for Loan Losses Allowance for Losses on   HTML     83K 
                Lending-Related Commitments and Impaired Loans                   
                (Summary of Loans Restructured and Subsequently                  
                Defaulted Under the Restructured Terms) (Details)                
92: R76         Allowance for Loan Losses Allowance for Losses on   HTML     79K 
                Lending-Related Commitments and Impaired Loans                   
                (Narrative) (Details)                                            
93: R77         Mortgage Servicing Rights (Schedule Of Changes In   HTML     59K 
                Carrying Value Of MSR) (Details)                                 
94: R78         Business Combinations (Narrative) (Details)         HTML    132K 
95: R79         Business Combinations (Summary of FDIC              HTML     55K 
                Indemnification Asset) (Details)                                 
96: R80         Goodwill and Other Intangible Assets (Goodwill      HTML     65K 
                Assets by Business Segment) (Details)                            
97: R81         Goodwill and Other Intangible Assets (Summary of    HTML     64K 
                Finite-Lived Intangible Assets) (Details)                        
98: R82         Goodwill and Other Intangible Assets (Estimated     HTML     56K 
                Amortization) (Details)                                          
99: R83         Goodwill and Other Intangible Assets (Narrative)    HTML     67K 
                (Details)                                                        
100: R84         Premises and Equipment, Net (Summary of Premises    HTML     62K  
                and Equipment) (Details)                                         
101: R85         Premises and Equipment, Net (Narrative) (Details)   HTML     47K  
102: R86         Deposits (Summary of Deposits) (Details)            HTML     72K  
103: R87         Deposits (Schedule of Maturities of Time            HTML     60K  
                Certificates of Deposit) (Details)                               
104: R88         Deposits (Schedule of Maturities of Time Deposits   HTML     55K  
                Over One Hundred Thousand Dollars) (Details)                     
105: R89         Deposits (Narrative) (Details)                      HTML     46K  
106: R90         Federal Home Loan Bank Advances (Summary of         HTML     74K  
                Outstanding FHLB Advances) (Details)                             
107: R91         Federal Home Loan Bank Advances (Narrative)         HTML     55K  
                (Details)                                                        
108: R92         Subordinated Notes (Narrative) (Details)            HTML     64K  
109: R93         Other Borrowings (Summary Of Other Borrowings)      HTML     58K  
                (Details)                                                        
110: R94         Other Borrowings (Schedule of Financial             HTML     64K  
                Instruments Owned and Pledged as Collateral)                     
                (Details)                                                        
111: R95         Other Borrowings (Narrative) (Details)              HTML    116K  
112: R96         Junior Subordinated Debentures (Summary of the      HTML    108K  
                Company's Junior Subordinated Debentures)                        
                (Details)                                                        
113: R97         Junior Subordinated Debentures (Narrative)          HTML     78K  
                (Details)                                                        
114: R98         Minimum Lease Commitments (Approximate Minimum      HTML     80K  
                Annual Gross Rental Payments And Gross Rental                    
                Income) (Details)                                                
115: R99         Minimum Lease Commitments (Narrative) (Details)     HTML     49K  
116: R100        Income Taxes (Income Tax Expense (Benefit))         HTML     78K  
                (Details)                                                        
117: R101        Income Taxes (Reconciliation of the Differences     HTML     90K  
                Between Taxes Computed Using the Statutory Federal               
                Income Tax Rate and Actual Income Tax Expense)                   
                (Details)                                                        
118: R102        Income Taxes (Deferred Tax Assets And Liabilities)  HTML    110K  
                (Details)                                                        
119: R103        Income Taxes (Unrecognized Tax Benefits) (Details)  HTML     55K  
120: R104        Income Taxes (Narrative) (Details)                  HTML     79K  
121: R105        Stock Compensation Plans and Other Employee         HTML     55K  
                Benefit Plans (Weighted Average Assumptions Used                 
                To Determine The Options Fair Value) (Details)                   
122: R106        Stock Compensation Plans and Other Employee         HTML    101K  
                Benefit Plans (Summary of Stock Option Activity)                 
                (Details)                                                        
123: R107        Stock Compensation Plans and Other Employee         HTML     84K  
                Benefit Plans (Summary of Plans' Restricted Share                
                Award Activity) (Details)                                        
124: R108        Stock Compensation Plans and Other Employee         HTML    163K  
                Benefit Plans (Narrative) (Details)                              
125: R109        Regulatory Matters (Schedule of Compliance with     HTML     54K  
                Minimum Capital Requirements) (Details)                          
126: R110        Regulatory Matters (Schedule of Actual Capital      HTML    203K  
                Amounts and Ratios) (Details)                                    
127: R111        Regulatory Matters (Narrative) (Details)            HTML     75K  
128: R112        Commitments And Contingencies (Details)             HTML     79K  
129: R113        Derivative Financial Instruments (Schedule of Fair  HTML     76K  
                Value of Derivative Financial Instruments)                       
                (Details)                                                        
130: R114        Derivative Financial Instruments (Schedule of Cash  HTML     66K  
                Flow Hedging Instruments) (Details)                              
131: R115        Derivative Financial Instruments (Rollforward of    HTML     54K  
                Amounts in Accumulated Other Comprehensive Income                
                Related to Interest Rate Swaps Designated as Cash                
                Flow Hedges) (Details)                                           
132: R116        Derivative Financial Instruments (Derivatives Used  HTML     55K  
                to Hedge Changes in Fair Value Attributable to                   
                Interest Rate Risk) (Details)                                    
133: R117        Derivative Financial Instruments (Summary Amounts   HTML     59K  
                Included in Consolidated Statement of Income                     
                Related to Derivatives) (Details)                                
134: R118        Derivative Financial Instruments (Summary of        HTML     85K  
                Interest Rate Derivatives) (Details)                             
135: R119        Derivative Financial Instruments (Narrative)        HTML     83K  
                (Details)                                                        
136: R120        Fair Value of Assets and Liabilities (Summary of    HTML    125K  
                Balances of Assets and Liabilities Measured at                   
                Fair Value on a Recurring Basis) (Details)                       
137: R121        Fair Value of Assets and Liabilities (Summary of    HTML     87K  
                Changes in Level Three Assets and Liabilities                    
                Measured at Fair Value on a Recurring Basis)                     
                (Details)                                                        
138: R122        Fair Value of Assets and Liabilities (Summary of    HTML     70K  
                Assets Measured at Fair Value on a Nonrecurring                  
                Basis) (Details)                                                 
139: R123        Fair Value of Assets and Liabilities (Schedule of   HTML    162K  
                Valuation Techniques and Significant Unobservable                
                Inputs Used to Measure Both Recurring and                        
                Nonrecurring) (Details)                                          
140: R124        Fair Value of Assets and Liabilities (Summary of    HTML    132K  
                Carrying Amounts and Estimated Fair Values of                    
                Financial Instruments) (Details)                                 
141: R125        Fair Value of Assets and Liabilities (Narrative)    HTML    146K  
                (Details)                                                        
142: R126        Shareholders' Equity (Summary of the Company's      HTML     67K  
                Common and Preferred Stock) (Details)                            
143: R127        Shareholders' Equity (Components of Other           HTML     78K  
                Comprehensive Income (Loss), Including the Related               
                Income Tax Effects) (Details)                                    
144: R128        Shareholders' Equity (Reclassification from         HTML     79K  
                Accumulated Other Comprehensive Income) (Details)                
145: R129        Shareholders' Equity (Narrative) (Details)          HTML    130K  
146: R130        Segment Information (Summary of Certain Operating   HTML    103K  
                Information For Reportable Segments) (Details)                   
147: R131        Segment Information (Narrative) (Details)           HTML     51K  
148: R132        Condensed Parent Company Financial Statements       HTML     99K  
                (Statements of Financial Condition) (Details)                    
149: R133        Condensed Parent Company Financial Statements       HTML     87K  
                (Statements Of Income) (Details)                                 
150: R134        Condensed Parent Company Financial Statements       HTML    142K  
                (Statements Of Cash Flows) (Details)                             
151: R135        Earnings Per Share (Computation Of Basic And        HTML     84K  
                Diluted Earnings Per Common Share) (Details)                     
152: R136        Quarterly Financial Summary (Unaudited) (Summary    HTML     98K  
                Of Quarterly Financial Information) (Details)                    
153: R137        Subsequent Events (Narrative) (Details)             HTML     62K  
155: XML         IDEA XML File -- Filing Summary                      XML    314K  
154: EXCEL       IDEA Workbook of Financial Reports                  XLSX    276K  
11: EX-101.INS  XBRL Instance -- wtfc-20171231                       XML  14.17M 
13: EX-101.CAL  XBRL Calculations -- wtfc-20171231_cal               XML    651K 
14: EX-101.DEF  XBRL Definitions -- wtfc-20171231_def                XML   1.84M 
15: EX-101.LAB  XBRL Labels -- wtfc-20171231_lab                     XML   4.04M 
16: EX-101.PRE  XBRL Presentations -- wtfc-20171231_pre              XML   2.63M 
12: EX-101.SCH  XBRL Schema -- wtfc-20171231                         XSD    412K 
156: ZIP         XBRL Zipped Folder -- 0001015328-18-000080-xbrl      Zip    817K

‘EX-10.41’ — Material Contract

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

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Exhibit

WINTRUST FINANCIAL CORPORATION
PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (the “Agreement”) is dated as of DATE (the “Grant Date”), by and between Wintrust Financial Corporation, an Illinois corporation (the “Company”), and 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 the following two components: (i) a cash-settled Performance Award with a target opportunity equal to $______ and (ii) a share-settled Performance Award with a target opportunity representing the right to receive ________ shares of the Company’s Common Stock, no par value (the “Common Stock”) (such two components, collectively referred to as the “Performance Award”); provided, however, that the actual amount of cash to be delivered and the 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 cash value of the Performance Award and 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 cash value and 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 cash value and 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 cash value and 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 issue a lump sum cash payment and 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 cash payment or 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 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 cash and 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 cash and 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 cash amount or 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 26, 2017___________

Edward J. Wehmer, President Date
and Chief Executive Officer

Participant:

______________________________ _______________________

NAME Date

Attest

________________________________ January 26, 2017___________

David A. Dykstra Date

Exhibit A

Subject to the terms and conditions of the Agreement, 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, 2017 and ending on December 31, 2019 (“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 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 amount earned based on Cumulative Adjusted Earnings Per Share goals established by the Compensation Committee. The Compensation Committee may adjust these goals 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 Adjusted EPS over 3 Year Performance Period*	Total Payout as a % of Target Opportunity
Maximum	$15.51	150%
	$15.24	140%
	$14.96	130%
	$14.56	120%
	$14.17	110%
Target	$13.78	100%
	$13.40	90%
	$13.03	80%
	$12.66	70%
	$12.30	60%
Threshold	$11.95	50%
<Threshold	<$11.95	0%

*May be adjusted for extraordinary, unusual or unanticipated events, acquisition related costs, 50% of the effect on any changes in effective tax rates; excess tax benefits or tax deficiencies related to stock-based compensation awards that are included in income tax expense.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

	12/31/19	10-K, 4
Filed on:	2/28/18
For Period end:	12/31/17	4
	1/26/17	3, 4, 8-K
	1/1/17
		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
 2/26/21  Wintrust Financial Corp.          10-K       12/31/20  157:36M

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Filing Submission 0001015328-18-000080 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)