Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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17: R3 Consolidated Statements Of Condition (Unaudited) HTML 63K
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(Unaudited)
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Shareholders' Equity (Unaudited)
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Lending-Related Commitments and Impaired Loans
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Lending-Related Commitments and Impaired Loans
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48: R34 Segment Information (Tables) HTML 126K
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(Tables)
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(Details)
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Indemnification Asset) (Detail)
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57: R43 Investment Securities (Marketable Securities) HTML 96K
(Detail)
58: R44 Investment Securities (Investment Securities, HTML 106K
Continuous Unrealized Loss Position, Fair Value)
(Detail)
59: R45 Investment Securities (Schedule of Realized Gain HTML 50K
(Loss)) (Detail)
60: R46 Investment Securities (Investments Classified by HTML 89K
Contractual Maturity Date) (Detail)
61: R47 Investment Securities (Narrative) (Detail) HTML 44K
62: R48 Loans (Summary of Loan Portfolio) (Detail) HTML 68K
63: R49 Loans (Schedule of Unpaid Principal Balance And HTML 46K
Carrying Value Of Acquired Loans) (Detail)
64: R50 Loans (Certain Loans Acquired in Transfer Not HTML 51K
Accounted for as Debt Securities Acquired During
Period) (Details)
65: R51 Loans (Activity Related to Accretable Yield of HTML 56K
Loans Acquired With Evidence of Credit Quality
Deterioration Since Origination) (Detail)
66: R52 Loans (Narrative) (Detail) HTML 47K
67: R53 Allowance for Loan Losses, Allowance for Losses on HTML 227K
Lending-Related Commitments and Impaired Loans
(Schedule of Aging of the Company's Loan
Portfolio) (Detail)
68: R54 Allowance for Loan Losses, Allowance for Losses on HTML 167K
Lending-Related Commitments and Impaired Loans
(Summary of Performance by Loan Class) (Detail)
69: R55 Allowance for Loan Losses, Allowance for Losses on HTML 120K
Lending-Related Commitments and Impaired Loans
(Summary of Activity in the Allowance for Credit
Losses) (Detail)
70: R56 Allowance for Loan Losses, Allowance for Losses on HTML 50K
Lending-Related Commitments and Impaired Loans
(Summary of Activity in the Allowance for Covered
Loan Losses) (Detail)
71: R57 Allowance for Loan Losses, Allowance for Losses on HTML 51K
Lending-Related Commitments and Impaired Loans
(Summary of Impaired Loans, Including Restructured
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72: R58 Allowance for Loan Losses, Allowance for Losses on HTML 150K
Lending-Related Commitments and Impaired Loans
(Summary of Impaired Loans by Loan Class) (Detail)
73: R59 Allowance for Loan Losses, Allowance for Losses on HTML 126K
Lending-Related Commitments and Impaired Loans
(Summary of the Post-Modification Balance of TDRs)
(Detail)
74: R60 Allowance for Loan Losses, Allowance for Losses on HTML 83K
Lending-Related Commitments and Impaired Loans
(Summary of TDRs Subsequent Default Under the
Restructured Terms) (Detail)
75: R61 Allowance for Loan Losses, Allowance for Losses on HTML 73K
Lending-Related Commitments and Impaired Loans
(Narrative) (Detail)
76: R62 Goodwill And Other Intangible Assets (Goodwill HTML 55K
Assets by Business Segment) (Detail)
77: R63 Goodwill And Other Intangible Assets (Summary of HTML 56K
Finite-Lived Intangible Assets) (Detail)
78: R64 Goodwill And Other Intangible Assets (Estimated HTML 50K
Amortization) (Detail)
79: R65 Goodwill And Other Intangible Assets (Narrative) HTML 57K
(Detail)
80: R66 Deposits (Summary of Deposits) (Detail) HTML 65K
81: R67 Federal Home Loan Bank Advances, Other Borrowings HTML 59K
and Subordinated Notes (Summary of Debt) (Details)
82: R68 Federal Home Loan Bank Advances, Other Borrowings HTML 62K
and Subordinated Notes (Summary of Pledged
Securities Related to Securities Sold Under
Repurchase Agreements) (Details)
83: R69 Federal Home Loan Bank Advances, Other Borrowings HTML 124K
and Subordinated Notes (Narrative) (Details)
84: R70 Junior Subordinated Debentures (Summary of Junior HTML 135K
Subordinated Debentures) (Detail)
85: R71 Junior Subordinated Debentures (Narrative) HTML 74K
(Detail)
86: R72 Segment Information (Summary of Segment HTML 101K
Information) (Detail)
87: R73 Segment Information (Narrative) (Detail) HTML 41K
88: R74 Derivative Financial Instruments (Interest Rate HTML 72K
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89: R75 Derivative Financial Instruments (Schedule Of Fair HTML 78K
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90: R76 Derivative Financial Instruments (Schedule Of Cash HTML 65K
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Amounts In Accumulated Other Comprehensive Income
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To Hedge Changes In Fair Value Attributable To
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94: R80 Derivative Financial Instruments (Derivative Asset HTML 81K
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95: R81 Derivative Financial Instruments (Narrative) HTML 97K
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96: R82 Fair Values Of Assets And Liabilities (Summary Of HTML 114K
Balances Of Assets And Liabilities Measured At
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97: R83 Fair Values Of Assets And Liabilities (Summary Of HTML 60K
Changes In Level 3 Assets And Liabilities Measured
At Fair Value On A Recurring Basis) (Detail)
98: R84 Fair Values Of Assets And Liabilities (Summary Of HTML 63K
Assets Measured At Fair Value On A Nonrecurring
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Valuation Techniques And Significant Unobservable
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Non-Recurring) (Detail)
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Carrying Amounts And Estimated Fair Values Of
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101: R87 Fair Values Of Assets And Liabilities (Narrative) HTML 108K
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Assumptions Used To Determine The Options Fair
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Option Activity) (Detail)
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Restricted Share And Performance-Vested Stock
Award Activity) (Detail)
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(Detail)
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(Components Of Other Comprehensive Income (Loss))
(Detail)
107: R93 Shareholders' Equity And Earnings Per Share (Other HTML 61K
Comprehensive Income Reclassified from AOCI)
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108: R94 Shareholders' Equity And Earnings Per Share HTML 72K
(Computation Of Basic And Diluted Earnings Per
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109: R95 Shareholders' Equity And Earnings Per Share HTML 101K
(Narrative) (Detail)
110: R96 Regulatory Matters (Schedule Of Adjusted Total HTML 51K
Risk Based Capital Ratios) (Detail)
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This Nonqualified Stock Option Agreement (the “Agreement”) is dated as of «Date» (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 the Plan.
1. Award.
(a) Subject to the terms of this Agreement, the Program and the Plan, the Company hereby grants to the Participant an Option to purchase an aggregate of «Target_Time_Vested_Stock_Options_Units» shares of the Company’s common stock, no par value (the “Common Stock”), at an exercise price of $XXX per share (the “Exercise
Price”). The number of shares of Common Stock and the Exercise Price shall be subject to adjustment as provided in the Plan. 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 Option 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 Plan or Program and this Agreement and on such matters as are not contained in this Agreement.
(b) The Option 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. Vesting
and Exercise. (a) Subject to the terms of this Agreement, the Option shall vest and become exercisable as follows:
Date 33.3%
Date 33.3%
Date 33.4%
(b) Unless otherwise permitted by the Committee under the terms of the Program or Plan, during the lifetime of the Participant, the Option may be exercised only by the Participant. Subject to the terms and conditions of this Agreement, the Option shall be exercisable by delivery of written notice of exercise accompanied by payment of the Exercise Price and any applicable tax withholding either (i) in cash, (ii) by delivery
to the Company (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having an aggregate Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price and taxes payable pursuant to the Option by reason of such exercise, (iii) by authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of
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exercise,
equal to the amount necessary to satisfy such obligation, (iv) except as may be prohibited by applicable law, in cash by a broker-dealer acceptable to the Company to whom Participant has submitted an irrevocable notice of exercise or (v) by a combination of (i), (ii) and (iii). Any fraction of a share of Common Stock which would be required to pay such exercise price and tax withholding shall be disregarded and the remaining amount due shall be paid in cash by the Participant.
(c) 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 Option shall be governed by the terms
of Sections 12(a) and 12(b) of the Plan, as applicable.
(d) Unless earlier terminated hereunder or under the Plan, the Option shall expire on the seventh anniversary of the Grant Date (the “Expiration Date”).
3. Termination of Employment. The Option shall be vested and exercisable following a termination of the Participant’s employment according to the following terms and conditions:
(a) Termination by Reason of Death or Permanent Disability. In the event the employment of the Participant is terminated by reason of the Participant’s death or Permanent Disability, then the Option shall be 100% vested upon the effective date of such termination of employment and the Option may thereafter be exercised by the Participant or the Participant’s
executor, administrator, legal representative, guardian or similar person until and including the earlier to occur of (i) the date which is one year after the date of such termination of employment and (ii) the Expiration Date.
For purposes of this Agreement, “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).
(b) Termination by Reason of Retirement. In the event the employment of the Participant is terminated by reason of Retirement, then the Option, to the extent vested on the date of such termination of employment, may thereafter be exercised by the Participant until and including the
earlier to occur of (i) the date which is one year after the date of such termination of employment and (ii) the Expiration Date. The portion of the Option that was not vested immediately prior to such termination of employment shall terminate immediately upon such termination of employment.
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For purposes of this Agreement, “Retirement” shall mean the termination of a Participant’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 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 by the Company without Cause or Voluntary Termination by the Participant. In the event the employment of the Participant is terminated by reason of the Company’s termination
of the Participant’s employment without Cause or the Participant’s voluntary termination of employment for any reason other than due to death, Permanent Disability or Retirement, then the Option, to the extent vested on the date of such termination of employment, may thereafter be exercised by the Participant until and including the earlier to occur of (i) the date which is 90 days after the date of such termination of employment and (ii) the Expiration Date. The portion of the Option that was not vested immediately prior to such termination of employment shall terminate immediately upon such termination of employment.
(d) Termination by the Company for Cause. In the event the employment of the Participant is terminated by the
Company for Cause, then the Option, whether or not vested, shall terminate immediately upon such termination of employment.
(e) Leave of Absence. During any paid or Company-approved unpaid leave of absence, the Option shall continue to vest during such leave of absence, 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
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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. Transferability. The Option 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 Option 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 Option. Such termination shall not prejudice any rights or remedies which the
Company or an Affiliate may have under this Agreement or otherwise.
7. Rights as a Shareholder. The Participant shall not be deemed for any purpose to be a shareholder of the Company with respect to any of the shares of Common Stock subject to the Option unless and until such shares are purchased and issued upon the exercise of the Option, in whole or in part, and the Participant becomes a shareholder of record with respect to such issued shares.
8. Clawback Provision. Participant acknowledges that Participant has read the Company’s Clawback Policy. In consideration
of the grant of the Option, 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 Option 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). 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. 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, IL60018, Attn: General Counsel, or at such other address designated by the Company. All notices to the Participant
or other person or persons then entitled to exercise the Option shall be delivered to the Participant or such other person or persons at the Participant’s address as it then appears on the Company’s records.
10. Administration. 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 of Directors of the Company (or any successor corporation), and any such determination shall be final, binding and conclusive for all purposes.
11. 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.