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Wintrust Financial Corp – ‘10-Q’ for 6/30/13 – ‘EX-10.1’

On:  Thursday, 8/8/13, at 9:34am ET   ·   For:  6/30/13   ·   Accession #:  1015328-13-156   ·   File #:  1-35077

Previous ‘10-Q’:  ‘10-Q’ on 5/9/13 for 3/31/13   ·   Next:  ‘10-Q’ on 11/7/13 for 9/30/13   ·   Latest:  ‘10-Q’ on 5/9/24 for 3/31/24   ·   4 References:   

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

 8/08/13  Wintrust Financial Corp           10-Q        6/30/13  214:73M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.77M 
 2: EX-10.1     Material Contract                                   HTML     89K 
 3: EX-10.2     Material Contract                                   HTML     88K 
 4: EX-10.3     Material Contract                                   HTML     88K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     73K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     73K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     70K 
206: R1          Document and Entity Information                     HTML     88K  
128: R2          Consolidated Statements Of Condition                HTML    194K  
121: R3          Consolidated Statements Of Condition                HTML    103K  
                (Parenthetical)                                                  
27: R4          Consolidated Statements Of Income (Unaudited)       HTML    209K 
125: R5          Consolidated Statements Of Comprehensive Income     HTML    129K  
                (Unaudited)                                                      
80: R6          Consolidated Statements Of Changes In Shareholders  HTML    129K 
                Equity (Unaudited)                                               
170: R7          Consolidated Statements Of Cash Flows (Unaudited)   HTML    196K  
84: R8          Basis of Presentation                               HTML     73K 
93: R9          Recent Accounting Developments                      HTML     78K 
28: R10         Business Combinations                               HTML    135K 
87: R11         Cash and Cash Equivalents                           HTML     72K 
169: R12         Available-For-Sale Securities                       HTML    287K  
157: R13         Loans                                               HTML    202K  
122: R14         Allowance for Loan Losses, Allowance for Losses on  HTML   2.16M  
                Lending-Related Commitments and Impaired Loans                   
199: R15         Loan Securitization                                 HTML    108K  
165: R16         Goodwill and Other Intangible Assets                HTML    138K  
24: R17         Deposits                                            HTML    104K 
36: R18         Notes Payable, Federal Home Loan Bank Advances,     HTML    111K 
                Other Borrowings, Secured Borrowings and                         
                Subordinated Notes                                               
198: R19         Junior Subordinated Debentures                      HTML    129K  
204: R20         Segment Information                                 HTML    230K  
209: R21         Derivative Financial Instruments                    HTML    321K  
202: R22         Fair Values of Assets and Liabilities               HTML    499K  
142: R23         Stock-Based Compensation Plans                      HTML    176K  
29: R24         Shareholders' Equity and Earnings Per Share         HTML    281K 
77: R25         Subsequent Events                                   HTML     72K 
49: R26         Recent Accounting Developments (Policies)           HTML     78K 
48: R27         Business Combinations (Tables)                      HTML    112K 
95: R28         Available-For-Sale Securities (Tables)              HTML    285K 
141: R29         Loans (Tables)                                      HTML    199K  
161: R30         Allowance for Loan Losses, Allowance for Losses on  HTML   2.15M  
                Lending-Related Commitments and Impaired Loans                   
                (Tables)                                                         
60: R31         Loan Securitization (Tables)                        HTML     98K 
97: R32         Goodwill and Other Intangible Assets (Tables)       HTML    135K 
182: R33         Deposits (Tables)                                   HTML    102K  
55: R34         Notes Payable, Federal Home Loan Bank Advances,     HTML     91K 
                Other Borrowings, Secured Borrowings and                         
                Subordinated Notes (Tables)                                      
154: R35         Junior Subordinated Debentures (Tables)             HTML    119K  
155: R36         Segment Information (Tables)                        HTML    223K  
103: R37         Derivative Financial Instruments (Tables)           HTML    294K  
47: R38         Fair Values of Assets and Liabilities (Tables)      HTML    476K 
149: R39         Stock-Based Compensation Plans (Tables)             HTML    165K  
58: R40         Shareholders' Equity and Earnings Per Share         HTML    270K 
                (Tables)                                                         
94: R41         Business Combinations (FDIC Assisted Transactions)  HTML     96K 
                (Detail)                                                         
164: R42         Business Combinations (Summary Of FDIC              HTML     80K  
                Indemnification Asset) (Detail)                                  
69: R43         Business Combinations (All Other Acquisitions)      HTML     94K 
                (Detail)                                                         
143: R44         Available-For-Sale Securities (Summary Of The       HTML    103K  
                Available-For-Sale Securities Portfolio) (Detail)                
120: R45         Available-For-Sale Securities (Schedule Of          HTML    105K  
                Available-For-Sale Securities Portfolio Continuous               
                Unrealized Loss Position) (Detail)                               
54: R46         Available-For-Sale Securities (Schedule Of          HTML     83K 
                Available-For-Sale Investment Securities Gross                   
                Gains And Gross Losses Realized) (Detail)                        
177: R47         Available-For-Sale Securities (Contractual          HTML    102K  
                Maturities Of Available-For-Sale Securities)                     
                (Detail)                                                         
42: R48         Available-For-Sale Securities (Narrative) (Detail)  HTML     76K 
59: R49         Loans (Summary Of Loan Portfolio) (Detail)          HTML     91K 
119: R50         Loans (Narrative) (Detail)                          HTML     76K  
132: R51         Loans (Unpaid Principal Balance And Carrying Value  HTML     73K  
                Of Acquired Loans) (Detail)                                      
174: R52         Loans (Activity Related To Accretable Yield Of      HTML     92K  
                Loans Acquired With Evidence Of Credit Quality                   
                Deterioration Since Origination) (Detail)                        
25: R53         Loans Loans Acquired with Evidence of               HTML     84K 
                Deterioration (Details)                                          
147: R54         Allowance For Loan Losses, Allowance For Losses On  HTML    239K  
                Lending-Related Commitments And Impaired Loans                   
                (Schedule Of Aging Of The Company's Loan                         
                Portfolio) (Detail)                                              
112: R55         Allowance For Loan Losses, Allowance For Losses On  HTML    219K  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Recorded Investment Based On                         
                Performance Of Loans By Class) (Detail)                          
33: R56         Allowance For Loan Losses, Allowance For Losses On  HTML    161K 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Activity In The Allowance For Credit                 
                Losses By Loan Portfolio) (Detail)                               
46: R57         Allowance For Loan Losses, Allowance For Losses On  HTML     83K 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Activity In The Allowance For Covered                
                Loan Losses) (Detail)                                            
126: R58         Allowance For Loan Losses, Allowance For Losses On  HTML     81K  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Impaired Loans, Including Restructured               
                Loans) (Detail)                                                  
191: R59         Allowance For Loan Losses, Allowance For Losses On  HTML    202K  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Impaired Loans Evaluated For                         
                Impairment By Loan Class) (Detail)                               
213: R60         Allowance For Loan Losses, Allowance For Losses On  HTML    202K  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of The Post-Modification Balance Of Loans               
                Restructured) (Detail)                                           
211: R61         Allowance For Loan Losses, Allowance For Losses On  HTML    146K  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Loans Restructured And Subsequently                  
                Defaulted Under The Restructured Terms) (Detail)                 
158: R62         Allowance For Loan Losses, Allowance For Losses On  HTML     93K  
                Lending-Related Commitments And Impaired Loans                   
                (Narrative) (Detail)                                             
68: R63         Loan Securitization (Narrative) (Detail)            HTML     87K 
63: R64         Loan Securitization (Carrying Values And            HTML    111K 
                Classification Of The Restricted Assets And                      
                Liabilities Relating To The Securitization                       
                Activities) (Detail)                                             
148: R65         Goodwill And Other Intangible Assets (Goodwill      HTML     85K  
                Assets By Business Segment) (Detail)                             
189: R66         Goodwill And Other Intangible Assets (Narrative)    HTML     80K  
                (Detail)                                                         
31: R67         Goodwill And Other Intangible Assets (Summary of    HTML     87K 
                Finite-Lived Intangible Assets) (Detail)                         
201: R68         Goodwill And Other Intangible Assets (Estimated     HTML     83K  
                Amortization) (Detail)                                           
70: R69         Deposits (Summary Of Deposits) (Detail)             HTML     96K 
104: R70         Notes Payable, Federal Home Loan Bank Advances,     HTML     94K  
                Other Borrowings, Secured Borrowings And                         
                Subordinated Notes (Summary Of Notes Payable,                    
                Federal Home Loan Bank Advances, Other Borrowings,               
                Secured Borrowings And Subordinated Notes)                       
                (Detail)                                                         
98: R71         Notes Payable, Federal Home Loan Bank Advances,     HTML    154K 
                Other Borrowings, Secured Borrowings And                         
                Subordinated Notes (Narrative) (Detail)                          
66: R72         Junior Subordinated Debentures (Narrative)          HTML     85K 
                (Detail)                                                         
88: R73         Junior Subordinated Debentures (Summary Of The      HTML    101K 
                Company's Junior Subordinated Debentures) (Detail)               
168: R74         Segment Information (Summary Of Certain Operating   HTML    133K  
                Information For Reportable Segments) (Detail)                    
137: R75         Derivative Financial Instruments (Schedule Of Fair  HTML    107K  
                Value Of Derivative Financial Instruments)                       
                (Detail)                                                         
17: R76         Derivative Financial Instruments (Narrative)        HTML    119K 
                (Detail)                                                         
144: R77         Derivative Financial Instruments (Schedule Of       HTML     85K  
                Interest Rate Swaps) (Details) (Detail)                          
20: R78         Derivative Financial Instruments (Rollforward Of    HTML     79K 
                Amounts In Accumulated Other Comprehensive Income                
                Related To Interest Rate Swaps Designated As Cash                
                Flow Hedges) (Detail)                                            
134: R79         Derivative Financial Instruments (Derivatives Used  HTML     75K  
                To Hedge Changes In Fair Value Attributable To                   
                Interest Rate Risk) (Detail)                                     
43: R80         Derivative Financial Instruments (Summary Amounts   HTML     74K 
                Included In Consolidated Statement Of Income                     
                Related To Derivatives) (Detail)                                 
186: R81         Derivative Financial Instruments Derivative         HTML    118K  
                Financial Instruments (Derivative Asset and                      
                Liability Balance Sheet Offsetting) (Details)                    
178: R82         Derivative Financial Instruments Interest Rate Cap  HTML     86K  
                Derivative Summary (Details)                                     
192: R83         Fair Values Of Assets And Liabilities (Narrative)   HTML    123K  
                (Detail)                                                         
207: R84         Fair Values Of Assets And Liabilities (Summary Of   HTML    138K  
                Balances Of Assets And Liabilities Measured At                   
                Fair Value On A Recurring Basis) (Detail)                        
214: R85         Fair Values Of Assets And Liabilities (Summary Of   HTML    102K  
                Changes In Level 3 Assets And Liabilities Measured               
                At Fair Value On A Recurring Basis) (Detail)                     
16: R86         Fair Values Of Assets And Liabilities (Summary Of   HTML     91K 
                Assets Measured At Fair Value On A Nonrecurring                  
                Basis) (Detail)                                                  
39: R87         Fair Value Of Assets and Liabilities (Schedule Of   HTML    137K 
                Valuation Techniques And Significant Unobservable                
                Inputs Used To Measure Both Recurring And                        
                Non-Recurring) (Detail)                                          
188: R88         Fair Value Of Assets And Liabilities (Summary Of    HTML    166K  
                Carrying Amounts And Estimated Fair Values Of                    
                Financial Instruments) (Detail)                                  
160: R89         Stock-Based Compensation Plans (Narrative)          HTML    109K  
                (Detail)                                                         
172: R90         Stock-Based Compensation Plans (Weighted Average    HTML     78K  
                Assumptions Used To Determine The Options Fair                   
                Value) (Detail)                                                  
167: R91         Stock-Based Compensation Plans (Summary Of Stock    HTML    109K  
                Option Activity) (Detail)                                        
22: R92         Stock-Based Compensation Plans (Summary Of Plans'   HTML    107K 
                Restricted Share And Performance-Vested Stock                    
                Award Activity) (Detail)                                         
71: R93         Shareholders' Equity And Earnings Per Share         HTML    191K 
                (Narrative) (Detail)                                             
73: R94         Shareholders' Equity And Earnings Per Share         HTML     90K 
                (Aggregate Fair Values Assigned To Each Component                
                Of Tangible Equity Units Offering) (Detail)                      
108: R95         Shareholders' Equity And Earnings Per Share         HTML     83K  
                (Market Value Of Company Common Stock And                        
                Settlement Rate) (Detail)                                        
75: R96         Shareholders' Equity And Earnings Per Share         HTML     90K 
                (Components Of Other Comprehensive Income (Loss))                
                (Detail)                                                         
184: R97         Shareholders' Equity and Earnings Per Share         HTML     89K  
                Shareholders' Equity And Earnings Per Share (Other               
                Comprehensive Income Reclassified from AOCI)                     
                (Details)                                                        
53: R98         Shareholders' Equity And Earnings Per Share         HTML    108K 
                (Computation Of Basic And Diluted Earnings Per                   
                Common Share) (Detail)                                           
23: R99         Subsequent Events (Details)                         HTML     92K 
116: XML         IDEA XML File -- Filing Summary                      XML    255K  
210: XML.R1      Document and Entity Information                      XML    175K  
91: XML.R2      Consolidated Statements Of Condition                 XML    650K 
140: XML.R3      Consolidated Statements Of Condition                 XML    468K  
                (Parenthetical)                                                  
115: XML.R4      Consolidated Statements Of Income (Unaudited)        XML    777K  
111: XML.R5      Consolidated Statements Of Comprehensive Income      XML    357K  
                (Unaudited)                                                      
18: XML.R6      Consolidated Statements Of Changes In Shareholders   XML   1.49M 
                Equity (Unaudited)                                               
130: XML.R7      Consolidated Statements Of Cash Flows (Unaudited)    XML    508K  
15: XML.R8      Basis of Presentation                                XML     87K 
67: XML.R9      Recent Accounting Developments                       XML     90K 
100: XML.R10     Business Combinations                                XML    156K  
85: XML.R11     Cash and Cash Equivalents                            XML     86K 
74: XML.R12     Available-For-Sale Securities                        XML    355K 
179: XML.R13     Loans                                                XML    248K  
89: XML.R14     Allowance for Loan Losses, Allowance for Losses on   XML   2.70M 
                Lending-Related Commitments and Impaired Loans                   
203: XML.R15     Loan Securitization                                  XML    128K  
135: XML.R16     Goodwill and Other Intangible Assets                 XML    167K  
131: XML.R17     Deposits                                             XML    127K  
138: XML.R18     Notes Payable, Federal Home Loan Bank Advances,      XML    131K  
                Other Borrowings, Secured Borrowings and                         
                Subordinated Notes                                               
57: XML.R19     Junior Subordinated Debentures                       XML    156K 
124: XML.R20     Segment Information                                  XML    283K  
159: XML.R21     Derivative Financial Instruments                     XML    379K  
166: XML.R22     Fair Values of Assets and Liabilities                XML    616K  
181: XML.R23     Stock-Based Compensation Plans                       XML    214K  
99: XML.R24     Shareholders' Equity and Earnings Per Share          XML    346K 
41: XML.R25     Subsequent Events                                    XML     87K 
195: XML.R26     Recent Accounting Developments (Policies)            XML    100K  
136: XML.R27     Business Combinations (Tables)                       XML    141K  
196: XML.R28     Available-For-Sale Securities (Tables)               XML    368K  
30: XML.R29     Loans (Tables)                                       XML    258K 
156: XML.R30     Allowance for Loan Losses, Allowance for Losses on   XML   2.74M  
                Lending-Related Commitments and Impaired Loans                   
                (Tables)                                                         
152: XML.R31     Loan Securitization (Tables)                         XML    120K  
40: XML.R32     Goodwill and Other Intangible Assets (Tables)        XML    173K 
200: XML.R33     Deposits (Tables)                                    XML    125K  
37: XML.R34     Notes Payable, Federal Home Loan Bank Advances,      XML    110K 
                Other Borrowings, Secured Borrowings and                         
                Subordinated Notes (Tables)                                      
205: XML.R35     Junior Subordinated Debentures (Tables)              XML    147K  
187: XML.R36     Segment Information (Tables)                         XML    277K  
175: XML.R37     Derivative Financial Instruments (Tables)            XML    384K  
180: XML.R38     Fair Values of Assets and Liabilities (Tables)       XML    608K  
114: XML.R39     Stock-Based Compensation Plans (Tables)              XML    211K  
81: XML.R40     Shareholders' Equity and Earnings Per Share          XML    350K 
                (Tables)                                                         
208: XML.R41     Business Combinations (FDIC Assisted Transactions)   XML    398K  
                (Detail)                                                         
150: XML.R42     Business Combinations (Summary Of FDIC               XML    188K  
                Indemnification Asset) (Detail)                                  
194: XML.R43     Business Combinations (All Other Acquisitions)       XML    363K  
                (Detail)                                                         
38: XML.R44     Available-For-Sale Securities (Summary Of The        XML    735K 
                Available-For-Sale Securities Portfolio) (Detail)                
133: XML.R45     Available-For-Sale Securities (Schedule Of           XML    618K  
                Available-For-Sale Securities Portfolio Continuous               
                Unrealized Loss Position) (Detail)                               
76: XML.R46     Available-For-Sale Securities (Schedule Of           XML    178K 
                Available-For-Sale Investment Securities Gross                   
                Gains And Gross Losses Realized) (Detail)                        
129: XML.R47     Available-For-Sale Securities (Contractual           XML    318K  
                Maturities Of Available-For-Sale Securities)                     
                (Detail)                                                         
118: XML.R48     Available-For-Sale Securities (Narrative) (Detail)   XML    137K  
61: XML.R49     Loans (Summary Of Loan Portfolio) (Detail)           XML    618K 
145: XML.R50     Loans (Narrative) (Detail)                           XML    125K  
64: XML.R51     Loans (Unpaid Principal Balance And Carrying Value   XML    155K 
                Of Acquired Loans) (Detail)                                      
82: XML.R52     Loans (Activity Related To Accretable Yield Of       XML    355K 
                Loans Acquired With Evidence Of Credit Quality                   
                Deterioration Since Origination) (Detail)                        
21: XML.R53     Loans Loans Acquired with Evidence of                XML    139K 
                Deterioration (Details)                                          
173: XML.R54     Allowance For Loan Losses, Allowance For Losses On   XML   3.39M  
                Lending-Related Commitments And Impaired Loans                   
                (Schedule Of Aging Of The Company's Loan                         
                Portfolio) (Detail)                                              
190: XML.R55     Allowance For Loan Losses, Allowance For Losses On   XML   4.30M  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Recorded Investment Based On                         
                Performance Of Loans By Class) (Detail)                          
52: XML.R56     Allowance For Loan Losses, Allowance For Losses On   XML   2.04M 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Activity In The Allowance For Credit                 
                Losses By Loan Portfolio) (Detail)                               
56: XML.R57     Allowance For Loan Losses, Allowance For Losses On   XML    212K 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Activity In The Allowance For Covered                
                Loan Losses) (Detail)                                            
26: XML.R58     Allowance For Loan Losses, Allowance For Losses On   XML    188K 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Impaired Loans, Including Restructured               
                Loans) (Detail)                                                  
193: XML.R59     Allowance For Loan Losses, Allowance For Losses On   XML   3.16M  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Impaired Loans Evaluated For                         
                Impairment By Loan Class) (Detail)                               
109: XML.R60     Allowance For Loan Losses, Allowance For Losses On   XML   3.87M  
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of The Post-Modification Balance Of Loans               
                Restructured) (Detail)                                           
92: XML.R61     Allowance For Loan Losses, Allowance For Losses On   XML   1.87M 
                Lending-Related Commitments And Impaired Loans                   
                (Summary Of Loans Restructured And Subsequently                  
                Defaulted Under The Restructured Terms) (Detail)                 
86: XML.R62     Allowance For Loan Losses, Allowance For Losses On   XML    401K 
                Lending-Related Commitments And Impaired Loans                   
                (Narrative) (Detail)                                             
183: XML.R63     Loan Securitization (Narrative) (Detail)             XML    323K  
146: XML.R64     Loan Securitization (Carrying Values And             XML    698K  
                Classification Of The Restricted Assets And                      
                Liabilities Relating To The Securitization                       
                Activities) (Detail)                                             
45: XML.R65     Goodwill And Other Intangible Assets (Goodwill       XML    344K 
                Assets By Business Segment) (Detail)                             
65: XML.R66     Goodwill And Other Intangible Assets (Narrative)     XML    343K 
                (Detail)                                                         
79: XML.R67     Goodwill And Other Intangible Assets (Summary of     XML    461K 
                Finite-Lived Intangible Assets) (Detail)                         
32: XML.R68     Goodwill And Other Intangible Assets (Estimated      XML    176K 
                Amortization) (Detail)                                           
72: XML.R69     Deposits (Summary Of Deposits) (Detail)              XML    240K 
123: XML.R70     Notes Payable, Federal Home Loan Bank Advances,      XML    183K  
                Other Borrowings, Secured Borrowings And                         
                Subordinated Notes (Summary Of Notes Payable,                    
                Federal Home Loan Bank Advances, Other Borrowings,               
                Secured Borrowings And Subordinated Notes)                       
                (Detail)                                                         
14: XML.R71     Notes Payable, Federal Home Loan Bank Advances,      XML   1.62M 
                Other Borrowings, Secured Borrowings And                         
                Subordinated Notes (Narrative) (Detail)                          
162: XML.R72     Junior Subordinated Debentures (Narrative)           XML    203K  
                (Detail)                                                         
127: XML.R73     Junior Subordinated Debentures (Summary Of The       XML    519K  
                Company's Junior Subordinated Debentures) (Detail)               
35: XML.R74     Segment Information (Summary Of Certain Operating    XML   1.39M 
                Information For Reportable Segments) (Detail)                    
171: XML.R75     Derivative Financial Instruments (Schedule Of Fair   XML   1.19M  
                Value Of Derivative Financial Instruments)                       
                (Detail)                                                         
62: XML.R76     Derivative Financial Instruments (Narrative)         XML   1.30M 
                (Detail)                                                         
101: XML.R77     Derivative Financial Instruments (Schedule Of        XML    530K  
                Interest Rate Swaps) (Details) (Detail)                          
185: XML.R78     Derivative Financial Instruments (Rollforward Of     XML    165K  
                Amounts In Accumulated Other Comprehensive Income                
                Related To Interest Rate Swaps Designated As Cash                
                Flow Hedges) (Detail)                                            
110: XML.R79     Derivative Financial Instruments (Derivatives Used   XML    175K  
                To Hedge Changes In Fair Value Attributable To                   
                Interest Rate Risk) (Detail)                                     
212: XML.R80     Derivative Financial Instruments (Summary Amounts    XML    294K  
                Included In Consolidated Statement Of Income                     
                Related To Derivatives) (Detail)                                 
50: XML.R81     Derivative Financial Instruments Derivative          XML    258K 
                Financial Instruments (Derivative Asset and                      
                Liability Balance Sheet Offsetting) (Details)                    
19: XML.R82     Derivative Financial Instruments Interest Rate Cap   XML    567K 
                Derivative Summary (Details)                                     
139: XML.R83     Fair Values Of Assets And Liabilities (Narrative)    XML   1.24M  
                (Detail)                                                         
96: XML.R84     Fair Values Of Assets And Liabilities (Summary Of    XML   1.88M 
                Balances Of Assets And Liabilities Measured At                   
                Fair Value On A Recurring Basis) (Detail)                        
151: XML.R85     Fair Values Of Assets And Liabilities (Summary Of    XML    565K  
                Changes In Level 3 Assets And Liabilities Measured               
                At Fair Value On A Recurring Basis) (Detail)                     
105: XML.R86     Fair Values Of Assets And Liabilities (Summary Of    XML    342K  
                Assets Measured At Fair Value On A Nonrecurring                  
                Basis) (Detail)                                                  
176: XML.R87     Fair Value Of Assets and Liabilities (Schedule Of    XML   1.70M  
                Valuation Techniques And Significant Unobservable                
                Inputs Used To Measure Both Recurring And                        
                Non-Recurring) (Detail)                                          
102: XML.R88     Fair Value Of Assets And Liabilities (Summary Of     XML   1.29M  
                Carrying Amounts And Estimated Fair Values Of                    
                Financial Instruments) (Detail)                                  
78: XML.R89     Stock-Based Compensation Plans (Narrative)           XML    890K 
                (Detail)                                                         
107: XML.R90     Stock-Based Compensation Plans (Weighted Average     XML    120K  
                Assumptions Used To Determine The Options Fair                   
                Value) (Detail)                                                  
106: XML.R91     Stock-Based Compensation Plans (Summary Of Stock     XML    243K  
                Option Activity) (Detail)                                        
44: XML.R92     Stock-Based Compensation Plans (Summary Of Plans'    XML    469K 
                Restricted Share And Performance-Vested Stock                    
                Award Activity) (Detail)                                         
117: XML.R93     Shareholders' Equity And Earnings Per Share          XML   2.65M  
                (Narrative) (Detail)                                             
51: XML.R94     Shareholders' Equity And Earnings Per Share          XML    482K 
                (Aggregate Fair Values Assigned To Each Component                
                Of Tangible Equity Units Offering) (Detail)                      
90: XML.R95     Shareholders' Equity And Earnings Per Share          XML    465K 
                (Market Value Of Company Common Stock And                        
                Settlement Rate) (Detail)                                        
153: XML.R96     Shareholders' Equity And Earnings Per Share          XML    488K  
                (Components Of Other Comprehensive Income (Loss))                
                (Detail)                                                         
34: XML.R97     Shareholders' Equity and Earnings Per Share          XML    367K 
                Shareholders' Equity And Earnings Per Share (Other               
                Comprehensive Income Reclassified from AOCI)                     
                (Details)                                                        
83: XML.R98     Shareholders' Equity And Earnings Per Share          XML    284K 
                (Computation Of Basic And Diluted Earnings Per                   
                Common Share) (Detail)                                           
197: XML.R99     Subsequent Events (Details)                          XML    339K  
113: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   9.76M  
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‘EX-10.1’   —   Material Contract


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  wtfc20136.3010QExhibit 10.1  

Exhibit 10.1
WINTRUST FINANCIAL CORPORATION

PERFORMANCE SHARE UNIT AGREEMENT

This Performance Share Unit Award Agreement (the “Agreement”) is dated as of XXXX XX, 20XX (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 2007 Stock Incentive Plan (the “Plan”). Capitalized terms not defined herein shall have the meanings specified in the Program or Plan.
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 share unit award representing the right to receive XXXX shares of the Company’s common stock, no par value (the “Common Stock”) (the “Award”); provided, however, that the number of shares of Common Stock to be issued to the Participant 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 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 Plan or Program and this Agreement and on such matters as are not contained in this Agreement.
(b)    Acceptance of Agreement. The Award shall be null and void unless the Participant shall accept this Agreement by executing it in the space provided below and returning such original 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 at the end 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 determined pursuant to Exhibit A only if the Participant has remained continuously employed by the Company or one of its Affiliates through the date on which the Award is settled pursuant to Section 4 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 Award is settled pursuant to Section 4 of this Agreement, then the Participant shall be entitled to a prorated Award, with such prorated Award equal to the number of Shares determined 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 employed during the Performance Period and the denominator of which shall equal the number of full months in the Performance Period.
(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 Award is settled pursuant to Section 4, then the Participant’s 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 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 Award shall vest pursuant to Section 12 of the Plan, such 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 Award shall be settled at the same time as set forth in Section 4.
(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 Award shall be prorated, with such prorated award equal to the number of Earned Shares determined 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.    Settlement of Award. No later than the March 15th occurring immediately after the last day of the Performance Period, the Company shall issue or 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 Award is settled pursuant to this Section 4. Notwithstanding any other provision in the Agreement to the contrary, the Company shall not issue or transfer any shares of Common Stock subject to the



Award, 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 such transfer 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 such delivery, except as otherwise provided in Section 3.3 of the Program. Prior to the settlement of the Award, 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.
5.    Withholding. The Company will 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.
6.    Clawback Provision. Participant acknowledges that Participant has read the Company’s Clawback Policy. In consideration of the grant of the 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 were 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 issued based on the restated results. This Section 6 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.
7.    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.



8.    Transferability. The 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 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 Award. Such termination shall not prejudice any rights or remedies which the Company or an Affiliate may have under this Agreement or otherwise.
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, 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 address as it then appears on the Company’s records.
10.    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.
11.    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:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Date
 
 
 
 
 
 
 
 
Participant:
 
 
 
 
 

 
 
 
 
 
NAME
 
 
Date
 
 
 
 
 
 
 
 
Attest
 
 
 
 
 

 
 
 
 
 
David A. Dykstra
 
 
Date
 
 



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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