Common use of Termination for Cause Clause in Contracts

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated The Company may terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: : (ia) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or refusalmental illness), after a written notice thereof demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after reasonable opportunity the effective date of such termination. This Agreement will not be deemed to curehave terminated for Cause unless a written determination specifying the reasons for such termination is made, to perform specific directives approved by a majority of the Wintrust independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which are consistent with meeting the scope Executive will have an opportunity to be heard. Failing such determination and nature of Executive’s duties and responsibilities as provided in Section 1 opportunity for hearing, any termination of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Agreement will be deemed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshave occurred without Cause.

Termination for Cause. If Executive is terminated The Company may terminate Executive’s Employment for Cause (as determined hereinafter defined) in which event the Company shall have no obligation to pay, and the Executive shall have no right to receive, any compensation under this Agreement by reason of any such termination for Cause, even if such termination occurs following a Change in Control. The term “Cause” for purposes of this Agreement shall mean: (a) Executive’s willful or continued failure or refusal to substantially perform the usual and customary duties of his or her employment with the Company or any of its subsidiaries (other than as a result of total or partial incapacity due to physical or mental illness) in a manner consistent with Executive’s performance during the 12 months prior to such Change in Control, and such failure has not been remedied by Executive within 30 days after Executive has received written resolution demand of Wintrust’s performance from the Board of Directors which specifically sets forth the factual basis for the Company’s belief that Executive has not substantially performed his or her duties; or (b) Conduct by Executive that materially discredits the Compensation Committee Company or any successor committee of its subsidiaries or is materially detrimental to the reputation, character and standing of the Wintrust Board Company or any of Directorsits subsidiaries; or (c) The commission of an action by Executive which results in the incurrence by the Company or any of its subsidiaries of any criminal liability or any material civil liability; or (d) Executive’s material breach of his or her duties under any proprietary information, all obligations confidentiality, invention transfer or similar agreement entered into by Executive with the Company or any of Wintrust shall terminate immediately except for Wintrustits subsidiaries; or (e) Executive’s obligations described in Section 9(a) hereofconviction of, written confession to, or plea of guilty or nolo contendere with respect to a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude. Notwithstanding the foregoing, termination of employment the Executive shall not affect the obligations of Executive thatbe deemed, pursuant to the express provisions of this Agreement, continue in effect. For for purposes of this Agreement, termination to have been terminated for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof Cause unless and after reasonable opportunity until there shall have been delivered to cure, to perform specific directives approved the Executive a copy of a resolution duly adopted by a majority the affirmative vote of not less than two-thirds of the Wintrust entire membership of the Company’s Board of Directors which are consistent at a meeting of the Board called and held for that purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board with his or her personal legal counsel), finding that, in the scope and nature good faith opinion of Executive’s duties and responsibilities as provided the Board, the Executive has engaged in Section 1 the type of conduct set forth in clauses (a), (b), (c), (d) or (e) of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with Section 3.4 and specifying the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting particulars thereof in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsreasonable detail.

Termination for Cause. If Executive is terminated The Board may terminate the Executive’s employment hereunder at any time for Cause “Cause” (as determined by the hereinafter defined) immediately upon written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant notice to the express provisions of this Agreement, continue in effectExecutive. Such written notice shall set forth with reasonable specificity the Board’s basis for such termination. For purposes of this Agreement, termination for “Cause” meansfor the Executive’s termination will exist at any time after the happening of one or more of the following events, in each case as determined in good faith by the Board: (a) The Executive’s — (i) Executive’s failure willful misconduct or refusal, gross negligence in the performance of his duties hereunder which is not remedied (if remediable) within thirty (30) business days after written notice thereof and after reasonable opportunity from the Board, which written notice shall state that failure to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided remedy such conduct may result in Section 1 of this Agreementtermination for Cause; (ii) Habitual drunkenness or illegal use of drugs which interferes willful refusal to comply in any material respect with the performance legal directives of the Board so long as such directives are not inconsistent with the Executive’s duties position and obligations under duties, or a material breach of this AgreementAgreement or any written Employer policy which if not remedied (if remediable) within thirty (30) business days after written notice from the Board, which written notice shall state that failure to remedy such conduct may result in termination for Cause; (iiib) the Executive’s conviction of a felonydeliberate attempt to do injury to the Employer or any Affiliate; (ivc) Any defalcation the Executive’s commission of any act of fraud, willful misrepresentation, misappropriation, embezzlement or acts any act of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputationsimilar gravity involving moral turpitude; (vd) Any breach of the Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring abuse of controlled substances or alcohol which materially impairs the termination goodwill or business of Executive from Executive’s position with Wintrust the Employer or any Affiliate for which Executive is also providing services by or causes material damage to its property, goodwill or business or impairs Executive’s fulfillment of his responsibilities to the Employer or any regulatory agency or bodyAffiliate; or (viie) the Executive’s engagement, during commission of a felony that is reasonably likely to cause material harm to the performance standing and reputation of Executive’s duties hereunder, in acts the Employer or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsany Affiliate.

Termination for Cause. At any time during the Employment Term, the Company shall have the right, exercisable by serving notice effective in accordance with its terms, to terminate the Executive's employment under this Agreement and discharge the Executive for Cause. If such right is exercised, the Company's obligation to the Executive shall be limited to the payment of any unpaid Annual Salary, Additional Compensation and other benefits, if any, accrued up to the effective date specified in the Company's notice of termination (which date shall not be retroactive). As used in this Section 5.2 and elsewhere in this Agreement, the term "Cause" shall mean that (i) there shall have been a material breach by Executive of the terms of this Agreement which either is terminated not susceptible of cure or which is not cured within a period of ten (10) days after notice thereof, and which shall include, without limitation, the willful and continued failure or refusal by Executive to perform the material duties for Cause as determined which he is employed or which are assigned to him hereunder or chronic absenteeism; (ii) the Executive has knowingly, willfully and persistently failed or refused to follow the reasonable policies and directives established by the written resolution of Wintrust’s Board of Directors or executive officers of the Compensation Committee Company senior to the Executive; (iii) the Executive has wrongfully misappropriated money or other assets or properties of the Company or any successor committee subsidiary or affiliate of the Wintrust Company, or has committed fraud; (iv) the Executive has been convicted of or plead "nolo contendere" to any felony or other serious crime, or has been convicted or has pleaded "nolo contendere" to a crime involving, or the Company, or any subsidiary or affiliate thereof is held liable for monetary damages by a court of competent jurisdiction as a result of the commission by Executive of, an act of moral turpitude; or (v) the Executive's alcoholism or drug addiction, unless Executive agrees to seek treatment from a treatment program approved by the Company and promptly commences and completes the program. The determination on behalf of the Company as to whether "cause" exists shall be made by a majority vote of the Company's Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated SCS may immediately terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or cause if it determines that any successor committee of the Wintrust Board following circumstances have occurred: (a) The Contractor is adjudged bankrupt or has made a general assignment for the benefit of Directors, all obligations its creditors; (b) All or a part of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(athe Services have been abandoned; (c) hereof. Notwithstanding Contractor has violated of any of the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement. Any such occurrence may constitute a breach permitting SCS to declare this Agreement in default and to exercise any and all applicable rights and remedies, continue including but not limited to, termination of the Agreement, suspension and debarment from future contracting opportunities, and withholding and/or forfeiture of compensation due and owing on any contract between the parties. General Indemnity. It is expressly agreed that SCS will not assume liability for any injury (including death) to any persons or damage to any property arising out of the acts or omissions of the above named Contractor. Further, to the extent permitted by law, Contractor will defend, indemnify and hold SCS harmless from any and all demands, claims, suits, actions and legal proceedings brought against the SCS, its board members, officers, employees or agents arising out of alleged acts or omissions by Contractor in effectthe course of performing Services to SCS pursuant to this Agreement. For purposes The foregoing provisions shall include, but not be limited to, any judgments, awards, settlements, reasonable attorney fees, and costs and expenses incurred by SCS in connection with the defense of any actual or threatened action, proceeding or claim. Patent Indemnification. Contractor warrants that any goods or Services furnished hereunder do not infringe or violate any United State or Canadian patent, trademark, copyright, trade secret or other proprietary right of any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify, defend, save and hold harmless SCS, its officials, employees, agents from and against all liability, suits, claims, costs or expenses, including without limitation attorney and expert witness fees, for or by reason of any actual or alleged claim of infringement. This indemnification shall survive the expiration or termination of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated for Cause as determined by During the written resolution Term of Wintrust’s Board Employment, the Company may at any time, without giving notice to Employee, immediately terminate this Agreement if Employee (a) commits any act of Directors embezzlement, theft, fraud or dishonesty; (b) engages in unfair competition with the Compensation Committee Company or any successor committee subsidiary of the Wintrust Board Company whether or not wholly-owned; (c) is convicted of Directors, all obligations any felony; (d) breaches any material provision of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, Confidentiality Agreement entered into by Employee pursuant to Section 6 of this Agreement; (e) uses illegal drugs or other substances or (f) willfully breaches any other material provision of this Agreement. If Employee materially breaches or habitually neglects or fails in any material way to perform the express provisions usual and customary duties of his job, or any other duties required to be performed under the terms of this Agreement, continue in effect. For purposes or the policies of the Company, the Company may, at its option, terminate this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after Agreement by giving written notice thereof and after reasonable opportunity of termination to cure, Employee. Any termination pursuant to perform specific directives approved by a majority either of the Wintrust Board of Directors two preceding sentences shall be without prejudice to any other remedy to which are consistent with the scope and nature of Executive’s duties and responsibilities as provided Company may be entitled either at law, in Section 1 of this Agreement; (ii) Habitual drunkenness equity, or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; . Before the Company may terminate this Agreement by reason of Employee's habitual neglect of or failure to perform the usual and customary duties of his job or policies of the Company, the Company must first notify Employee in writing, setting forth in detail those duties and/or policies which Employee has habitually neglected or failed to perform, and provide Employee a reasonable period of time, not to exceed thirty (iii30) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunderdays, in acts which to cure such neglect or omissions constituting fraudfailure. If Employee does not cure the specified areas of neglect of failure, intentional breach the Company may terminate this Agreement immediately by giving Employee written notice. At the time of fiduciary obligationany termination for cause, intentional wrongdoing Employee shall be entitled to receive any salary and employment benefits which shall have accrued prior to the date of termination, but shall not be entitled to any bonus or malfeasanceseverance payments, salary or intentional employment benefits relating to periods subsequent to the date of termination, subject to Employee's rights to continue medical and material violation of applicable banking lawsdental coverage under the Company's group policy, rulesat Employee's expense, or regulationsas may be provided by law.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue the Board of Directors of the Company may, in effectits sole discretion, terminate the Executive's employment with the Company for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive of any provision of this Agreement or any related agreement entered into by the Executive; or (ii) if the Board of Directors of the Bank terminates the employment of Executive with the Bank for Cause pursuant to subsection (c) of this Section 10. For purposes of this Agreementparagraph, termination no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company; provided that any act or omission to act on the Executive's behalf in reliance upon an opinion of counsel to either the Company or the Bank shall not be deemed to be "willful." Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof Cause unless and after reasonable opportunity to cure, to perform specific directives until there shall have been a resolution approved by a majority of the Wintrust non-officer members of the Board of Directors of the Company finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which are consistent is deemed to be Cause within the meaning of this paragraph, after notice to the Executive and an opportunity for him, together with his counsel, to be heard before such majority (with the scope Company Board retaining the right to deliberate without the Executive and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshis counsel present before and/or after such hearing).

Termination for Cause. During the terms of this Employment Agreement, the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company for "Cause" (as hereinafter defined). If Executive the Executive's employment with the Company is terminated for Cause "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as determined of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (i) misappropriation of funds, embezzlement, or willful and material damage of or to any material property of the Company, or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the written resolution Executive of Wintrust’s Board his duties hereunder; (iv) failure or refusal by the Executive to perform his duties in the best interests of Directors the Company and in accordance with the directions given by the Board, the chairman of the board or the Compensation Committee president of the Company; or (v) a material breach by the Executive, in the sole opinion of the Company, or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Employment Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, ; which breach continues after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with breach, either oral or written, from the scope and nature of Company to the Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the . Upon termination of the Executive from for "Cause", the Company will pay the Executive’s position with Wintrust or any Affiliate 's salary and other benefits, including reimburse the Executive for which authorized expenses incurred, through the date of termination of the Executive's employment. The Executive is also providing services by any regulatory agency or body; or (vii) acknowledges and agrees that the foregoing will be the Company's only obligations and total liability to the Executive for termination of the Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations's employment for "Cause".

Termination for Cause. If Executive is terminated The Company may terminate the Executive's employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination the Executive shall be considered to be terminated for “"Cause” means: " only upon (i) the conviction of the Executive of a felony under the laws of the United States or any state thereof, whether or not appeal is taken, (ii) the conviction of the Executive for a violation of criminal law involving the Company and its business, (iii) the willful misconduct of the Executive’s , or the willful or continued failure by the Executive (except as provided in Section 6(e) hereof) to substantially perform his duties hereunder, in either case which has a material adverse effect on the Company; or refusal(iv) the willful fraud or material dishonesty of the Executive in connection with his performance of duties to the Company. However, after written notice thereof in no event shall the Executive's employment be considered to have been terminated for "Cause" unless and after reasonable opportunity to cureuntil the Executive receives a copy of a resolution adopted by the Board finding that, to perform specific directives approved in the good faith opinion of the Board, the Executive is guilty of acts or omissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Wintrust Board, excluding the Executive and any individual alleged to have participated in the acts constituting "Cause." Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice is provided to the Executive setting forth in reasonable detail the facts and circumstances claimed to provide a basis of Directors which are consistent termination for Cause and the Executive is given an opportunity, together with counsel, to be heard before the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; Board. The Executive shall have the opportunity to cure any such acts or omissions (other than items (i) or (ii) Habitual drunkenness or illegal use above) within 15 days of drugs which interferes the Executive's receipt of such resolution. The foregoing shall not limit the right of the Company to suspend the Executive from his day-to-day responsibilities with the performance Company pending the completion of Executive’s duties such notice and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationscure procedures.

Termination for Cause. If Executive is terminated shall not have the right to receive termination benefits pursuant to Section 5 hereof upon termination for Cause. As used herein, “Cause as determined by shall mean termination because of Executive’s: (1) material act of dishonesty in performing Executive’s duties on behalf of the written resolution Company and the Bank or a material breach of Wintrustthe Bank’s Code of Conduct or Sexual and Other Non-Harassment Policy; (2) willful misconduct that in the judgment of the Board of Directors or the Compensation Committee Bank Chief Executive Officer will likely cause economic damage to the Company and the Bank or injury to the business reputation of the Company and the Bank; (3) incompetence, (4) breach of fiduciary duty involving personal profit; (5) intentional failure to perform stated duties after written notice thereof from the Board; or (6) willful violation of any law, rule or regulation (other than traffic violations or similar offenses) that reflect adversely on the reputation of the Company and the Bank, any felony conviction, any violation of law involving moral turpitude, or any successor committee violation of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereofa final cease-and-desist order. Notwithstanding the foregoing, prior to a Change in Control, Executive’s termination for Cause will not become effective unless the Chief Executive Officer of employment the Bank has delivered to Executive a copy of a Notice of Termination, in accordance with Section 6 hereof. Following a Change in Control, Executive shall not affect be deemed to have been Terminated for Cause unless and until there shall have been delivered to him a Notice of Termination which shall include a copy of a resolution duly adopted by the obligations affirmative vote of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by not less than a majority of the Wintrust members of the Board at a meeting of Directors which are consistent the Board called and held for that purpose (after reasonable notice to Executive and an opportunity for him, together with counsel, to be heard before the scope Board), finding that in the good faith opinion of the Board, Executive was guilty of conduct justifying Termination for Cause and nature of Executive’s duties and responsibilities as provided specifying the particulars thereof in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsdetail.

Termination for Cause. If The Company may at any time by written notice to the Executive terminate the Term of the Executive’s employment hereunder for Cause and the Executive shall have no right to receive any compensation or benefit hereunder on and after the effective date of such notice except for the payment or provision, as applicable, of (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any), (ii) all unreimbursed expenses for which Executive is terminated for Cause as determined by otherwise entitled to reimbursement pursuant to Section 3.5 (if any), and (iii) other payments, entitlements or benefits (if any), in accordance with terms of the written resolution applicable plans, programs, arrangements or other agreements of Wintrust’s Board of Directors or the Compensation Committee Company or any successor committee affiliate thereof (other than any severance plan or policy) as to which the Executive held rights to such payments, entitlements or benefits, whether as a participant, beneficiary or otherwise, on the date of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect(“Other Benefits”). For purposes of this Agreementhereof, termination for the term “Cause” means: shall mean; (ia) conviction of the Executive for any crime constituting a felony in the jurisdiction in which committed, or for any other criminal act against the Company or its subsidiaries involving dishonesty or willful misconduct intended to injure the Company or its subsidiaries (whether or not a felony and whether or not criminal proceedings are initiated); (b) failure or refusal of the Executive in any material respect to perform the duties of Executive’s employment or to follow the lawful and proper directives of the Company’s Chief Executive Officer, provided such duties or directives are consistent with this Agreement and such failure or refusal, refusal continues uncured for a period of thirty (30) days after written notice thereof specifying the nature of such failure or refusal and after reasonable opportunity requesting that it be cured is given by the Company to cure, to perform specific directives approved the Executive; (c) breach by a majority the Executive of the Wintrust Board provisions of Directors which are consistent with Sections 5.1, 5.2, 5.3, 5.4, or 5.5; or (d) any willful or intentional act of the scope and nature Executive committed for the purpose, or having the reasonably foreseeable effect, of injuring the Company, its subsidiaries or their business or reputation or of improperly or unlawfully converting for the Executive’s duties and responsibilities as provided in Section 1 own personal benefit any property of this Agreement; (ii) Habitual drunkenness the Company or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationssubsidiaries.

Termination for Cause. The Employer, upon a vote of the Company's Board of Directors (excluding the Executive) shall be entitled to immediately terminate the Executive's services in any of the following circumstances, each of which shall constitute "cause" for such termination: (a) the breach by Executive, in any material respect, of this Agreement (including, without limitation, the refusal or other failure by Executive to perform any of Executive's duties hereunder other than a failure to perform resulting from death or physical or mental disability) and failure by Executive to cure such breach within ten (10) days of written notice thereof from the Company; (b) the commission by Executive of any act of dishonesty, fraud, intentional material misrepresentation or moral turpitude in connection with his employment, including, but not limited to, misappropriation or embezzlement of any funds of the Company or any of its affiliates; (c) the commission by Executive of any (1) willful misconduct or gross negligence, or (2) intentional act having the effect of injuring the reputation, business or business relationships of the Company or any of its affiliates, and which intentional act would not reasonably be deemed to be in the best interests of the Company; (d) the entering by the Executive of a plea of guilty or nolo contendere to, or the conviction of Executive for, a crime (other than a routine traffic offense) which carries a potential penalty of imprisonment for more than ninety (90) days and/or a fine in excess of Ten Thousand Dollars ($10,000); (e) Executive's abuse of alcohol, prescription drugs or controlled substances to a degree which interferes with his performance on behalf of the Company; (f) Executive's deliberate disregard of any lawful material rule or policy of the Company or order of the Company's Board of Directors and failure to cure the same within ten (10) days of written notice thereof from the Company; or (g) excessive absenteeism of Executive other than for reasons of illness, after written notice from the Company with respect thereto. If the Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directorscauses referred to in the above sub-paragraphs (a) through (g), all obligations of Wintrust shall terminate immediately the Employer under this Agreement (except for Wintrust’s obligations described in Section 9(aspecifically referred to as continuing) hereof. Notwithstanding shall automatically cease, and the foregoing, termination of employment Executive shall not affect be entitled to any salary, payments or other benefits otherwise payable under this Agreement that arise after the obligations last day of employment. The Executive shall be entitled to payment for any bonus earned in the year preceding such termination but not yet paid. The parties further agree and understand that, pursuant to in the express provisions event of this Agreementany such Termination for Cause, the Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof full force and after reasonable opportunity to cure, to perform specific directives approved by a majority of effect in the Wintrust Board of Directors which are consistent with manner and on the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsterms set forth herein.

Termination for Cause. If Executive (a) The Company may terminate this Agreement effective upon thirty (30) days’ prior written notice of termination from the Company to the Manager, without payment of any Termination Fee, if (i) the Manager materially breaches any provision of this Agreement and such breach shall continue for a period of 30 days after the Manager’s receipt of written notice thereof specifying such breach and requesting that the same be remedied in such 30 day period, (ii) the Manager engages in any act of fraud, misappropriation of funds, or embezzlement against the Company, (iii) there is terminated an event of any gross negligence on the part of the Manager in the performance of its duties under this Agreement, (iv) there is a Change of Control of the Manager and a majority of the Independent Directors determines, in their sole discretion, at any point during the 18 months following such Change of Control, that such Change of Control was detrimental to the ability of the Manager to perform its duties hereunder in substantially the manner conducted prior to such Change of Control, or (v) there is entered an order for Cause relief or similar decree or order with respect to the Manager by a court having competent jurisdiction in an involuntary case under the federal bankruptcy laws as determined now or hereafter constituted or under any applicable federal or state bankruptcy, insolvency or other similar laws; or (vi) the Manager (A) ceases, or admits in writing its inability to pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into an composition or arrangement with, creditors; (B) applies for, or consents (by admission of material allegations of a petition or otherwise) to a sequestrator (or other similar official) of the Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Manager and continue undismissed for 60 days; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any jurisdiction, or authorizes such application or consent, or proceedings to such end are instituted against the Manager without such authorization, application or consent and are approved as properly instituted and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order remains undismissed for 60 days. (b) The Manager agrees that if any of the events specified above occur, it will give prompt written resolution of Wintrustnotice thereof to the Company’s Board of Directors or after the Compensation Committee or any successor committee occurrence of the Wintrust Board such event. (c) The Manager may terminate this Agreement effective upon sixty (60) days’ prior written notice of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions Company in the event that the Company shall default in the performance or observance of any material term, condition or covenant contained in this Agreement, Agreement and such default shall continue in effect. For purposes for a period of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, 30 days after written notice thereof specifying such default and after reasonable opportunity to cure, to perform specific directives approved by a majority of requesting that the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided same be remedied in Section 1 of such 30 day period. (d) The Manager may terminate this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with , without the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Company being required to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring pay the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunderTermination Fee, in acts or omissions constituting fraudthe event the Company becomes regulated as an “investment company” under the Investment Company Act, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationswith such termination deemed to have occurred immediately prior to such event.

Termination for Cause. If Notwithstanding anything contained in this Agreement to the contrary, Company shall have the right to terminate the employment of Executive for Cause. Cause means: a. Executive’s gross misconduct; b. Executive shall inexcusably violate or willfully refuse to obey the lawful and reasonable instructions of the President and Chief Executive Officer or the Board of Directors of the Company; or c. Executive’s conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which is terminated materially and demonstrably injurious to the Company or which impairs Executive’s ability to perform substantially his duties for Cause as determined the Company. An act, or failure to act, will be considered “gross” or “willful” for this purpose only if done, or omitted to be done, by Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests in the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the written resolution of WintrustCompany’s Board of Directors (or a committee thereof) or based upon the Compensation Committee advice of counsel for the Company will be conclusively presumed to be done, or any successor committee omitted to be done, by Executive in good faith and in the best interests of the Wintrust Company. It is also expressly understood that Executive’s attention to matters not directly related to business of the Company will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of Directors, all obligations Executive’s engagement in such activities either before or within a reasonable period of Wintrust shall terminate immediately except for Wintrust’s obligations described time after the Board knew or could have reasonably known the Executive engaged in Section 9(a) hereofthose activities. Notwithstanding the foregoing, termination Executive may not be terminated for Cause unless and until there has been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Executive was guilty of the conduct set forth above in clauses a., b., or c. of this definition and specifying the particulars thereof in detail. Where the employment shall not affect of the obligations of Executive that, is terminated pursuant to the express provisions this Article IV, Section 4.3 of this Agreement, continue in effect. For purposes such termination shall be effective upon the delivery of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is Notwithstanding Clause 11.1, this Agreement may be terminated for Cause at any time (including during the Initial Term) by written notice as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” meansfollows: (ia) Executive’s failure by the Trustee, if the Custodian ceases to offer the services contemplated by this Agreement to its clients or refusalproposes to withdraw from the Bullion business; (b) by the Trustee, after if the Custodian commits any material breach of its obligations under this Agreement and, where such breach is capable of remedy, shall have failed to make good such breach within seven (7) Business Days of receipt of written notice thereof and after reasonable opportunity requiring it to cure, do so. A “material breach” for this purpose is a breach or series of breaches by the Custodian under this Agreement which detrimentally affects the ability of the Trustee to perform specific directives approved by a majority any of its obligations as trustee of the Wintrust Board of Directors which are consistent with Trust; (c) by the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of Trustee or the Custodian, if it becomes unlawful for the Custodian to be a party to this Agreement or to offer its services on the terms contemplated by this Agreement or it becomes unlawful for the Trustee or the Trust to receive such services or for the Trustee to be a party to this Agreement; (iid) Habitual drunkenness by the Custodian, if there is any event which, in the Custodian’s reasonable view, indicates the Trust’s or illegal use of drugs which interferes with the performance of ExecutiveSponsor’s duties and obligations under this Agreementinsolvency or impending insolvency; (iiie) Executive’s conviction of a felonyby the Custodian if it becomes unlawful for the Sponsor to pay the fees and expenses set out in Clause 9 (Fees and Expenses); (ivf) Any defalcation by the Trustee, if there is any event which, in the Trustee’s sole view, indicates the Custodian’s insolvency or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputationimpending insolvency; (vg) Any breach of Executive’s covenants contained in Sections 4 through 6 hereofby the Trustee, if the Trust is to be terminated; (vih) A written order requiring by the termination of Executive from Executive’s position with Wintrust Trustee or the Custodian, if the Allocated Account Agreement ceases to be in full force and effect at any Affiliate for which Executive is also providing services by any regulatory agency or bodytime; or (viii) Executive’s engagement, during by the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsCustodian pursuant to Clause 8.3 (Sanctions).

Termination for Cause. If The Employer may terminate the Executive’s employment at any time for Cause, after providing Executive is terminated for Cause as determined with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” means the willful and continued failure by the written resolution Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of WintrustRBA Pubco or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s Board of Directors disability or incapacity due to physical or mental illness), or the Compensation Committee Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any successor committee similar intentional act which is materially injurious RBA Pubco or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Wintrust Board of DirectorsEmployer or an affiliate, all obligations of Wintrust shall terminate immediately except or any other act or omission constituting cause for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be considered “willful” unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not affect opposed to, the obligations best interests of the Employer and its affiliates. In the event of termination for Cause, the rights of the Executive that, with respect to any performance share units (“PSUs”) or stock options granted pursuant to the express provisions of this AgreementEmployer’s Performance Share Unit Plan (the “PSU Plan”) and stock option plan (the “Option Plan”), continue in effect. For purposes of this Agreementrespectively, termination for “Cause” means: (i) Executive’s failure or refusaland pursuant to any and all PSU and stock option grant agreements, after written notice thereof and after reasonable opportunity will be governed pursuant to cure, to perform specific directives approved by a majority the terms of the Wintrust Board of Directors which are consistent with the scope PSU Plan, Option Plan and nature of Executive’s duties respective grant agreements for such PSUs and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsstock options.

Termination for Cause. If Executive is terminated for Cause as determined by The Company may terminate the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee employment of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding Executive hereunder if the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure commits any violation of any law, rule or refusalregulation or of a cease and desist order with respect to Premier, after written notice thereof and after reasonable opportunity the Company or any of their subsidiaries (each hereinafter referred to cureas a "Subsidiary") which has become final, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness engages or illegal use participates in any unsafe or unsound practice in connection with Premier, the Company or any Subsidiary regardless of drugs which interferes with whether actual harm or damages result to Premier, the performance of Executive’s duties and obligations under this Agreement; Company or any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any act or practice, which action or practice or the failure to engage in such action or practice involves personal dishonesty on the part of the Executive or demonstrates a willful or continuing disregard for the best interests of Premier, the Company, or any Subsidiary, (iv) is adjudicated to be of an unsound mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the property of Premier, the Company or any Subsidiary, (vii) breaches or violates in any material respect any agreement with Premier, the Company or any Subsidiary signed by the Executive’s conviction , including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony; , or (ivx) Any defalcation or acts continually fails to substantially perform his duties under Section 3 hereof for a period of gross or willful misconduct thirty (30) days (other than as a result of a disability pursuant to Section 6(g) hereof) after delivery by the Company to the Executive resulting in or potentially resulting in economic loss of a written demand for substantial performance, stating with reasonable detail the nature of such failure and affording the Executive an opportunity, as soon as practicable, to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring correct the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.specified. Termination pursuant to this Section 6(a) shall be referred to herein as a "

Termination for Cause. If Executive is The Company may terminate this Agreement and Consultant’s engagement thereunder with or without any advance notice in the event that the Company determines that this Agreement and Consultant’s services hereunder should be terminated for Cause (as determined defined herein.) Termination for Cause shall be effective immediately upon delivery of written notice thereof by the written resolution of WintrustCompany to Consultant and Consultant’s Board of Directors or the Compensation Committee or any successor committee rights to all compensation shall cease as of the Wintrust Board date of Directorssuch written notice. In such event, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment Consultant shall not affect be entitled to any future compensation nor shall Consultant be entitled to any severance pay. (i) For the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: shall mean: (i) ExecutiveConsultant’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority its duties to the standards and requirements of the Wintrust Board Company or neglect of Directors duties for which employed or misconduct in the performance of such duties, all of such facts to be determined by the Company in its good faith judgment; (ii) Consultant committing fraud, misappropriation or embezzlement; (iii) Consultant’s commission or conviction of, or entry of a plea of guilty, any felony or misdemeanor involving moral turpitude; (iv) Consultant breaching any provision of this Agreement or any of the rules, regulations, or policies of the Company; (v) the discovery that any of Consultant’s representations are consistent inaccurate; (vi) Consultant manufacturing, distributing, dispensing, transporting, possessing or being under the influence of alcohol or illegal drugs during working hours or while on the property or in a vehicle of the Company or any affiliate of the Company; (vii) Consultant misusing or abusing prescription drugs during working hours or while on the property of or in a vehicle of the Company or any affiliate of the Company; (viii) Consultant having present in his body illegal drugs in any amount during working hours or while on the property on in a vehicle of the Company or any affiliate of the Company; (ix) and Consultant failing to immediately comply with a request that he submit to a drug or alcohol test after a work-related injury or accident or whenever the scope Company reasonably suspects that Consultant is in violation of (vi) through (viii) above. Upon termination of this Agreement as provided in this Section 3.1, the Agreement shall terminate and nature be of Executive’s duties no further force and responsibilities effect, except as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations5.3.

Termination for Cause. If Executive is terminated The Company may terminate the Executive’s employment immediately for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or for any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: following reasons: (i) Executive’s failure an act or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority acts of dishonesty or fraud on the part of the Wintrust Board Executive resulting or intended to result directly or indirectly in substantial gain or personal enrichment to which the Executive was not legally entitled at the expense of Directors which are consistent with the scope and nature Company or any of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; its subsidiaries; (ii) Habitual drunkenness a willful material breach by the Executive of his duties or illegal use of drugs which interferes with the performance of Executive’s duties and obligations responsibilities under this Agreement; Agreement resulting in demonstrably material injury to the Company or any of its subsidiaries; (iii) the Executive’s conviction of a felony; felony or any crime involving moral turpitude, (iv) Any defalcation habitual neglect or acts insubordination (defined as refusal to execute or carry out directions from the Board or its duly appointed designees) where the Executive has been given written notice of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraudsuch neglect or insubordination and the Executive has failed to cure such conduct, intentional breach of fiduciary obligationwhere susceptible to cure, intentional wrongdoing or malfeasancewithin thirty days following such notice, or intentional (v) a material breach by the Executive of any of his obligations under the Confidentiality and material violation Non-Compete Agreement executed by the Executive and attached hereto as Exhibit A. The Company shall exercise its right to terminate the Executive’s employment for Cause by giving the Executive written notice of applicable banking lawstermination specifying in reasonable detail the circumstances constituting such Cause. In the event of such termination of the Executive’s employment for Cause, rulesthe Executive shall be entitled to receive only (i) his base salary earned through the date of such termination of employment plus his base salary for the period of any vacation time earned but not taken for the year of termination of employment, such base salary to be paid at the normal time for payment of such base salary, (ii) any other compensation and benefits to the extent actually earned by the Executive under any other benefit plan or regulationsprogram of the Company as of the date of such termination of employment, such compensation and benefits to be paid and at the normal time for payment of such compensation and benefits and (iii) any reimbursement of Business Expenses. The Executive will not be entitled to a bonus payment.

Termination for Cause. If Executive This Agreement shall be terminated and the employment relationship between Employee and Employer shall be severed as of the date of termination specified in a notice by Employer to Employee, upon the occurrence of any of the following: i. Employee commits an act of theft, fraud, dishonesty, falsification of Employer’s records, improper disclosure of Employer’s confidential or proprietary information, or engages in a course of conduct amounting to gross incompetence; ii. Employee materially breaches this Agreement or violates any workplace policy of Employer, including, but not limited to, Employer’s policy regarding workplace harassment, discrimination, confidentiality of information, attendance, insubordination, or drug free workplace; iii. Employee is terminated convicted of, or pleads guilty to, a felony, an act involving moral turpitude, or a misdemeanor where imprisonment is imposed; iv. Employee fails to devote full time or effort to the Employee’s duties of employment or any action or omission of Employee which constitutes negligent performance of the Employee’s duties; v. Employee solicits business on behalf of a competitor, potential competitor, or for Cause as determined by the written resolution Employee’s own benefit and against the interests of Wintrust’s Board of Directors the Employer; vi. Employee engages in conduct involving moral turpitude that causes embarrassment or the Compensation Committee potential for embarrassment to Employer; vii. Employer becomes insolvent or is adjudicated as bankrupt, whether involuntary or involuntary proceedings, or has a receiver, trustee or other person or persons appointed by any successor committee court to take charge of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for WintrustEmployer’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyassets; or viii. Employer is unable to continue operations for reasons outside and beyond its control. Employee shall forfeit any right to a termination or severance payment in the event of a “for cause” discharge and Employer shall pay Employee only for such period of Employee’s active full-time employment to the date of termination. Upon termination pursuant to this section, Employee shall be paid when due and in accordance with Employer’s general payroll practices and relevant policies, all accrued salary, bonuses (vii) Executiveto the extent earned), any benefits under any of Employer’s engagementplans under which Employee is a participant to the full extent of Employee’s rights under such plans, during the performance accrued vacation pay and any appropriate reimbursement of Executive’s business expenses incurred by Employee in connection with his duties hereunder, in acts or omissions constituting fraud, intentional breach all to the date of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationstermination only.

Termination for Cause. If The following events, which for purposes of this Agreement shall constitute "cause" for termination with the majority vote of the Board: (1) The willful breach by Executive of any provision of Sections 11, 12, or 13 hereof or any act of fraud, misappropriation, or embezzlement by Executive with respect to any aspect of the Company's business or under circumstances that reflect adversely on the Company in the public eye, in each case in the Board's sole and exclusive determination, shall be cause for immediate termination with immediate curtailment of all compensation, benefits within statutory limitations, and stock option rights. (2) The willful breach by Executive of Section 2 hereof (including but not limited to a refusal to follow lawful directives of the Board) after notice to Executive of the details thereof and a period of 10 days thereafter within which to cure such breach and the failure of Executive to cure such breach to the Board's satisfaction within such 10 day period; (3) The use of illegal drugs by Executive during the term of this Agreement that, in the sole and exclusive determination of Board, interferes with Executive's performance of his duties hereunder or under circumstances that reflect adversely on the Company in the public eye; (4) The filing of a petition in bankruptcy court for bankruptcy, reorganization, or rearrangement or an adjudication that Executive is terminated bankrupt; (5) The commencement of involuntary proceedings against Executive for Cause as bankruptcy or appointment of a receiver because of insolvency; (6) If the Company determines that employee has engaged in any dishonest conduct in the course of his management duties including by way of example and not by limitation the knowing receipt of kickbacks from suppliers, misappropriation of corporate assets or opportunities, etc. (7) If the circumstances of Employee's personal life, whether or not in the course of management duties, reflects adversely on the Company such that it would be in the Company's best interests, in its sole discretion, to terminate its business relations with Employee. (8) The dissolution of the Company's corporate status; (9) Executive is convicted of or pleads guilty or nolo contendere to a felony or misdemeanor involving financial misconduct, moral turpitude, controlled substances, or personal injuries caused by driving under the influence; (10) Failure of performance by Executive that is repeated or continued after 30 day written notice to Executive of such failure and that is determined by the written resolution of Wintrust’s Board of Directors to be injurious to the business or the Compensation Committee or any successor committee interests of the Wintrust Board Company and which failure is not cured by Executive within such 30 day period in the Board's sole determination. Any notice of Directors, all obligations of Wintrust discharge shall terminate immediately except describe with reasonable specificity the cause or causes for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive Executive's employment, as well as the effective date of the termination (which effective date may be the date of such notice). If the Company terminates Executive's employment for any of the reasons set forth above, the Company shall have no further obligations hereunder from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or and after the effective date of termination (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsother than as set forth below).

Termination for Cause. If Executive is terminated (1) The Company may terminate the Executive's employment and the Contract Term for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For the purposes of this Agreement, the Company shall have "Cause" to terminate employment hereunder only (a) if termination shall have been the result of an act or acts by the Executive which have been found in an applicable court to constitute a felony; or (b) if termination shall have been the result of an act or acts of dishonesty by the Executive resulting or intended to result directly or indirectly in significant gain or personal enrichment to the Executive at the expense of the Company; or (c) upon the wilful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for “Cause” means:substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (a) bad judgment or negligence, or (b) any act or omission believed in good faith to have been in or not opposed to the interest of the Company. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (a), (b) or (c) of the second sentence of this paragraph and specifying the particulars thereof in detail. (i2) If the Executive’s failure or refusal's employment shall be terminated for Cause, after written notice thereof the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and after reasonable opportunity the Company shall have no further obligations to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations Executive under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated The Company may terminate Executive’s employment and all of the Company’s obligations under this Agreement (except as provided in Section 3.2(b), below), at any time for Cause (as determined defined below) by giving written notice to Executive stating the written resolution of Wintrust’s Board of Directors basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Compensation Committee or Company may designate. “Cause” shall mean any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(afollowing: (1) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of has materially breached this Agreement, continue in effect. For purposes of this Agreementany other agreement to which Executive and the Company are parties, termination for “Cause” means: or any Company policy (i) including the Company’s policy against unlawful harassment), or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and procedures manual, including, but not limited to, Executive’s substantial failure or refusal, after written notice thereof and after reasonable opportunity to cure, willful refusal to perform specific directives his duties and responsibilities to the Company (other than as a result of his death or Disability); (2) Executive has committed an act of gross negligence, willful misconduct or any violation of law in the performance of Executive’s duties for the Company; (3) Executive has taken any action substantially likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (4) Executive has failed to follow resolutions that have been approved by a majority of the Wintrust Board concerning the operations or business of Directors the Company; (5) Executive has been convicted of or plead nolo contendere to a felony or other crime, the circumstances of which are consistent substantially relate to Executive’s employment duties with the scope Company; provided however, that upon indictment in any such case, the Executive may at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (6) Executive has misappropriated funds or property of the Company or engaged in any material act of dishonesty; or (7) Executive has attempted to obtain a personal profit from any transaction in which the Company has an interest, and nature which constitutes a corporate opportunity of the Company, or which is adverse to the interests of the Company, unless the transaction was approved in writing by the Board after full disclosure of all details relating to such transaction. For purposes of this Section 3.1(b), no act, or failure to act, on Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancepart will be deemed “willful” unless done, or intentional and material violation of applicable banking lawsomitted to be done, rules, or regulationsby Executive in bad faith.

Termination for Cause. If Executive is terminated The Company has the right and may elect to terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or at any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effecttime. For purposes of this Agreement, termination for “"Cause” means: " means the occurrence or existence of any of the following: (i) Executive’s failure a material breach by the Executive of the terms of his employment or refusalof his duty not to engage in any transaction that represents, after written notice thereof and after reasonable opportunity to curedirectly or indirectly, to perform specific directives self-dealing with the Company or any of its affiliates (which, for purposes here, shall mean any individual, corporation, partnership, association, limited liability company, trust, estate, or other entity or organization directly or indirectly controlling, controlled by, or under direct or indirect common control with the Company) which has not been approved by a majority of the Wintrust Board disinterested directors of Directors the Board, if in any such case such material breach remains uncured after thirty days have elapsed following the date on which are consistent with the scope and nature Company gives the Executive written notice of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; such breach; (ii) Habitual drunkenness or illegal use the repeated material breach by the Executive of drugs any duty referred to in clause (i) above with respect to which interferes with the performance of Executive’s duties and obligations at least one prior notice was given under this Agreement; clause (i); (iii) Executive’s any act of dishonesty, misappropriation, embezzlement, intentional fraud, or similar conduct by the Executive involving the Company or its affiliates; (iv) the conviction or the plea of nolo contendre or the equivalent in respect of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; ; (v) Any breach any damage of a material nature to any property of the Company or any of its affiliates caused by the Executive’s covenants contained in Sections 4 through 6 hereof; 's willful or grossly negligent conduct; (vi) A written order requiring the termination repeated nonprescription use of Executive from Executive’s position with Wintrust any controlled substance or the repeated use of alcohol or any Affiliate for which other non-controlled substance that the Board reasonably determines renders the Executive is also providing services by any regulatory agency unfit to serve as an officer or bodyemployee of the Company or its affiliates; or (vii) the Executive’s engagement's failure to comply with the Board's reasonable written instructions, during after thirty days written notice; or (viii) conduct by the performance Executive that in a good faith written determination of the Board demonstrates unfitness to serve as an officer or employee of the Company or its affiliates, including, without limitation, a finding by the Board or any regulatory authority that the Executive committed acts of unlawful harassment or violated any other state, federal or local law or ordinance prohibiting discrimination in employment applicable to the business of the Company or any of its operating subsidiaries. Termination of the Executive for Cause pursuant to this Section 6(a) shall be communicated by a Notice of Termination. For purposes of this Agreement a "Notice of Termination" shall mean delivery to the Executive of a copy of a resolution or resolutions duly adopted by the affirmative vote of not less than a majority of the directors present and voting at a meeting of the Board called and held for that purpose after reasonable notice to the Executive and reasonable opportunity for the Executive’s duties hereunder, together with the Executive's counsel, to be heard before the Board prior to such vote, finding that in acts or omissions constituting fraudthe good faith opinion of the Board, intentional breach the Executive was guilty of fiduciary obligationconduct set forth in the first sentence of this Section 6(a) and specifying the particulars thereof in detail. For purposes of Section 6(a), intentional wrongdoing or malfeasance, or intentional and material violation this Agreement shall terminate on the date specified by the Board in the Notice of applicable banking laws, rules, or regulationsTermination.

Termination for Cause. If The Bank may terminate the Executive’s employment for “Cause” at any time. The Executive is terminated shall have no right to receive compensation or other benefits, other than the Accrued Obligations, for Cause as determined by any period after a termination for “Cause.” For purposes of Agreement, “Cause” shall be deemed to exist if the written resolution Executive: (i) has engaged in any willful act or omission that, in the judgment of Wintrustthe Board of Directors has caused or will likely cause substantial economic damage to the Bank or the Company or substantial injury to the business reputation of the Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board of Directors or the Compensation Committee Executive’s immediate supervisor, within the standards of performance that could reasonably be expected of an executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive by the Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of this Agreement, (B) to adhere to the material terms of any employment-related policies or procedures as have been or may be established by the Bank, or (C) to execute and comply with the material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or (v) has been convicted or enters a plea of guilty or nolo contendere or enters into a pretrial diversion program or similar program relating to a felony or any successor committee crime involving moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Wintrust Board Executive’s employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereofany bank-regulatory agency. Notwithstanding the foregoing, termination of employment Cause shall not affect the obligations of Executive that, pursuant be deemed to exist unless there shall have been delivered to the express provisions Executive a copy of this Agreementa resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), continue finding that in effectthe good faith opinion of the Board of Directors the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from her duties hereunder for a reasonable period of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this Agreementsubparagraph, termination for “Cause” means: (i) no act or failure to act, on the Executive’s failure part shall be considered “willful” unless done, or refusalomitted to be done, after written notice thereof and after by the Executive not in good faith without reasonable opportunity to cure, to perform specific directives approved by a majority belief that the Executive’s action or omission was in the best interest of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsBank.

Termination for Cause. If Executive is terminated for Cause as determined Termination by the written resolution Company of Wintrust’s Board of Directors the Executive's employment for cause (hereinafter referred to as "Termination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform, on an "as-needed" basis, the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or the Compensation Committee mental illness or any successor committee such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the terms "Good Reason" and "Notice of Termination" are defined in this Agreement) after a written demand for substantial performance is delivered to the Executive by the Board, which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, except that such conduct shall specifically exclude Executive's acting as a consultant to or executive of any company not directly competitive with the business of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCompany. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, termination or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for “Cause” means: Termination for Cause unless and until the Board duly adopts a resolution by the affirmative vote of no less than three-quarters (3/4) of the entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct described in Subparagraphs (i) Executive’s failure or refusal), after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct this paragraph and specifying the particulars thereof in detail and a certified copy of Executive resulting in or potentially resulting in economic loss such resolution is delivered to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of the Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is This Agreement and Executive’s employment hereunder may be terminated for Cause as determined by the written resolution Company at any time for Cause. In the event of Wintrust’s Board of Directors or termination for Cause, the Compensation Committee or Executive shall not be entitled to any successor committee severance benefits under this Agreement. Termination of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for WintrustExecutive’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant be deemed to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination have been “for “Cause” meansonly if it shall have been the result of: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by conviction of a majority felony under the laws of the Wintrust Board of Directors United States or a state in which are consistent Executive works or resides, or a guilty or no contest plea by the Executive with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreementrespect thereto; (ii) Habitual drunkenness a willful or illegal use deliberate act or acts of drugs which interferes with dishonesty by Executive resulting or intended to result directly or indirectly in material gain to or personal enrichment of Executive at the performance of ExecutiveCompany’s duties and obligations under this Agreementexpense; (iii) Executive’s conviction a willful refusal by Executive (except by reason of a felony;incapacity due to illness or accident) to comply with the provisions of Paragraph 1, or to perform his/her duties or to comply with any valid and legal directive of the CEO; or (iv) Any defalcation conduct by Executive that is materially injurious to the Company if such conduct was undertaken without good faith and the reasonable belief that such conduct was in the best interest of the Company or acts of gross or willful misconduct of Executive resulting that is in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking lawsthe policies of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until the Company delivers a written notice to the Executive finding that the Executive has engaged in the conduct described above. Except for a failure or refusal that, rulesby its nature, cannot reasonably be expected to be cured, the Executive shall have ten (10) business days from the delivery of the written notice by the Company within which to cure any acts constituting Cause. However, if the Company reasonably expects irreparable harm from a delay of ten (10) business days, the Company may give the Executive notice of such shorter period (or regulationsno period) within which to cure as is reasonable under the circumstances. The Company’s decision regarding the basis for termination, if concluded, shall be final and binding on the parties.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of WintrustThe Company may terminate Executive’s Board of Directors or the Compensation Committee or any successor committee employment and all of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for WintrustCompany’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of under this Agreement, continue except as provided in effectSection 3.2(b), below, at any time for Cause (as defined below) by giving written notice to Executive stating the basis for such termination, effective immediately upon giving such notice or at such other time thereafter as the Company may designate. For purposes “Cause” shall mean any of the following: (i) Executive has materially breached this Agreement, termination for “Cause” means: (i) any other agreement to which Executive and the Company are parties, or any Company policy, or has materially breached any other obligation or duty owed to the Company pursuant to law or the Company’s policies and procedures manual, including, but not limited to, Executive’s substantial failure or refusal, after written notice thereof and after reasonable opportunity to cure, willful refusal to perform specific directives Executive’s duties and responsibilities to the Company (other than as a result of Executive’s Death or Disability); (ii) Executive has committed an act of gross negligence, willful misconduct or any violation of law in the performance of Executive’s duties for the Company; (iii) Executive has taken any action substantially likely to result in material discredit to or material loss of business, reputation or goodwill of the Company; (iv) Executive has failed to follow resolutions that have been approved by a majority of the Wintrust Board concerning the operations or business of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; Company; (v) Any breach Executive has been convicted of or plead nolo contendere to a felony or other crime, the circumstances of which substantially relate to Executive’s covenants contained employment duties with the Company; provided however, that upon indictment in Sections 4 through 6 hereof; any such case, the Executive may, at the Company’s sole discretion, be suspended without pay pending final resolution of the matter; (vi) A written order requiring Executive has misappropriated funds or property of the termination Company or engaged in any material act of Executive from Executive’s position with Wintrust dishonesty; or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagementExecutive has attempted to obtain a personal profit from any transaction in which the Company has an interest, during and which constitutes a corporate opportunity of the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasanceCompany, or intentional and material violation which is adverse to the interests of applicable banking lawsthe Company, rules, or regulationsunless the transaction was approved in writing by the Board after full disclosure of all details relating to such transaction.

Termination for Cause. If Executive is terminated (1) The Company may terminate the Executive's employment and the Employment Period for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For the purposes of this Agreement, the Company shall have "CAUSE" to terminate employment hereunder only (A) if termination shall have been the result of an act or acts of willful misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for “Cause” means: substantial performance is delivered by the Board of Directors, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) Executive’s failure bad judgment or refusalnegligence, after written notice thereof and after reasonable opportunity or (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to curewhich the Executive was not legally entitled, or (iii) any act or omission believed in good faith to perform specific directives approved by a majority have been in or not opposed to the interest of the Wintrust Company, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Certificate of Incorporation of the Company or the laws of the State of Nevada, in each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors which are consistent at a meeting of the Board of Directors called and held for the purpose (after not less than thirty (30) days' written notice to the Executive and an opportunity for him together with his counsel, to be heard before the scope and nature Board of Executive’s duties and responsibilities as provided in Section 1 Directors, such notice of meeting to indicate the specific termination provision of this Agreement;Agreement relied upon and specify in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. (ii2) Habitual drunkenness or illegal use If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive within ten (10) days of drugs which interferes such termination, his unpaid Base Compensation through the Employment Termination Date at the rate in effect at the time Notice of Termination is given, plus (2) any expenses incurred in accordance with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through Section 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue the Board of Directors of the Company may, in effectits sole discretion, terminate the Executive's employment with the Company for Cause. For the purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder: (i) because of the Executive's personal dishonesty, incompetence, willful misconduct, gross negligence, willful breach of fiduciary duty (including involving personal profit), failure to substantially perform stated duties described in Section 3 of this Agreement, willful violation of any material law, rule, regulation (other than traffic violations or similar offenses), willful violation of any final cease-and-desist order issued by any regulatory agency having jurisdiction over the Company or the Bank, or material breach by the Executive of any provision of this Agreement or any related agreement entered into by the Executive; or (ii) if the Board of Directors of the Bank terminates the employment of Executive with the Bank for Cause pursuant to subsection (c) of this Section 10. For purposes of this Agreementparagraph, termination no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by her not in good faith or without reasonable belief that her action or omission was in the best interest of the Company; provided that any act or omission to act on the Executive's behalf in reliance upon an opinion of counsel to either the Company or the Bank shall not be deemed to be "willful." Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof Cause unless and after reasonable opportunity to cure, to perform specific directives until there shall have been a resolution approved by a majority of the Wintrust non-officer members of the Board of Directors of the Company finding that, in the good faith opinion of such majority, the Executive was guilty of conduct which are consistent is deemed to be Cause within the meaning of this paragraph, after notice to the Executive and an opportunity for her, together with her counsel, to be heard before such majority (with the scope Company Board retaining the right to deliberate without the Executive and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsher counsel present before and/or after such hearing).

Termination for Cause. If Executive is terminated for Cause as determined by (a) Bluegreen shall have the written resolution right to terminate the employment of Wintrust’s Board of Directors Employee, or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall elect not affect the obligations of Executive that, pursuant to the express provisions of renew this Agreement, continue in effect. For purposes of this Agreementfor cause, termination for “Cause” meansat any time if: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved Employee shall be convicted by a majority court of competent and final jurisdiction of any crime (whether or not involving Bluegreen) which constitutes a felony in the Wintrust Board jurisdiction involved or shall be habitually drunk or intoxicated in public or otherwise commit acts of Directors which are consistent with moral turpitude in such a manner as to materially and adversely reflect upon the scope and nature reputation of Executive’s duties and responsibilities as provided in Section 1 of this Agreement;Bluegreen or its senior management; or (ii) Habitual drunkenness Employee shall commit any act of embezzlement, fraud or illegal use of drugs which interferes similar dishonest and injurious conduct against or with respect to Bluegreen; or (iii) Employee shall demonstrate injurious misconduct in connection with the performance of Executive’s his duties and responsibilities under this Agreement (and/or as assigned to him from time to time by the Chief Executive Officer in accordance with the provisions hereof); or (iv) Employee shall demonstrate negligent, reckless or grossly negligent and injurious conduct in connection with the performance of, or a gross disregard for, his duties and responsibilities under this Agreement and as assigned to him from time to time by the Chief Executive Officer in accordance with the provisions hereof. (b) Any determination to terminate Employee for Cause pursuant to paragraph 13(a) hereof shall be made in the good faith judgment of the Chief Executive Officer. (c) In the event that the employment of Employee shall be terminated by Bluegreen for cause pursuant to this paragraph, Employee shall be entitled to receive his salary, and any other amounts properly due from Bluegreen to Employee, through the date of such termination. Employee shall accept payment pursuant to this subparagraph in full discharge and release of Bluegreen of and from any further obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants . Nothing contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination this paragraph shall constitute a waiver or release by Bluegreen of Executive from Executive’s position with Wintrust any rights or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsclaims it may have against Employee.

Termination for Cause. If Executive is terminated The Company shall have the right to immediately terminate Executive’s employment for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: shall solely be defined as: (i) Executive’s fraud, misappropriation, embezzlement or other act of dishonesty in connection with the Company’s business; (ii) Executive’s willful misconduct or gross negligence in the performance of his duties hereunder; ; (iii) Executive’s knowing or willful violation or reckless disregard of any laws, rules or regulations of any governmental or regulatory body material to the business of the Company; (iv) Executive’s failure to comply or refusal, follow duly authorized and specifically written Board’s directive(s) which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iiiExecutive;(v) Executive’s conviction of a felony; felony or a misdemeanor involving moral turpitude; or (vi) failure to perform the material aspects functions for which the Executive was employed which is not cured to the Board’s reasonable satisfaction within thirty (30) days after written notice to the Executive. With respect to conduct covered by subsection (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; and (vi) A of this Section, the Company shall not have Cause to terminate Executive unless (x) such conduct or breach continues after a written order requiring demand for performance or cure has been delivered to Executive by the termination Board that specifically identifies how Executive has failed to perform or is otherwise in breach of this Agreement, and (y) such conduct or breach has not been cured by Executive within thirty (30) days following Executive’s receipt of such written demand. For purposes of this Section, no act, or failure to act, on the part of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasanceshall be deemed to constitute Cause if done, or intentional omitted to be done, by Executive in good faith and material violation with reasonable belief that his action or omission was in the best interests of applicable banking laws, rulesthe Company. Any act, or regulationsfailure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event of a termination for Cause, Executive shall be entitled receive, payment of his Base Salary through the date of termination, and reimbursement of business expenses incurred consistent with Company policy through the date of termination (“Accrued Obligations).

Termination for Cause. If Executive is terminated for Cause as determined The Board may terminate the Executive's --------------------- employment by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of DirectorsCompanies under this agreement for cause; however, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: agreement "cause" shall mean only (i) the Executive’s 's confession or conviction of theft, fraud, embezzlement, or other crime involving dishonesty, (ii) the Executive's excessive absenteeism (other than by reason of physical injury, disease, or mental illness) without a reasonable justification, (iii) material violation by the Executive of the provisions of Paragraph 11, (iv) habitual and material negligence by the Executive in the performance of his duties and responsibilities under or pursuant to this agreement and failure or refusal, on the part of the Executive to cure such negligence within twenty (20) days after his receipt of a written notice thereof from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such negligence, (v) material non-compliance by the Executive with his obligations under Paragraph 9 and failure to correct such non-compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable opportunity detail the particulars of such non-compliance, (vi) material failure by the Executive to curecomply with a lawful directive of the Board or the Chief Executive Officer of CSGS and failure to cure such non- compliance within twenty (20) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such non-compliance, (vii) a material breach by the Executive of any of his fiduciary duties to perform specific directives approved the Companies and, if such breach is curable, the Executive's failure to cure such breach within ten (10) days after his receipt of a written notice from the Board or the Chief Executive Officer of CSGS setting forth in reasonable detail the particulars of such breach, or (viii) willful misconduct or fraud on the part of the Executive in the performance of his duties under this agreement. In no event shall the results of operations of the Companies or any business judgment made in good faith by the Executive constitute an independent basis for termination for cause of the Executive's employment under this agreement. Any termination of the Executive's employment for cause must be authorized by a majority vote of the Board taken not later than nine (9) months after a majority of the Wintrust members of the Board (other than the Executive) have actual knowledge of Directors which are consistent with the scope and nature occurrence of the event or conduct constituting the cause for such termination. If the Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations 's employment under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of agreement is terminated by the Board for cause, then the Executive resulting in or potentially resulting in economic loss shall be entitled to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring receive the termination of Executive following compensation and benefits from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.Companies:

Termination for Cause. If Executive is terminated Employer may terminate Employee's employment immediately for Cause as determined "cause" by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant notice to the express provisions of this Agreement, continue in effectEmployee. For purposes of this Agreement, a termination shall be for “Cause” means"cause" if the termination results from any of the following events: (i) ExecutiveEmployee’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority willful breach of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Habitual drunkenness Any documented misconduct by Employee as an executive or illegal use director of drugs Employer, or any subsidiary or affiliate of Employer for which interferes with Employee is performing services hereunder, which is material and adverse to the performance interests, monetary or otherwise, of ExecutiveEmployer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties and written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A Documented failure to follow the reasonable, written order requiring instructions of the termination Board of Directors of Employer or Employer’s President and Chief Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyOfficer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material A willful violation of applicable banking lawsa material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the contrary, rulesif Employee's employment is terminated for cause, or regulationsEmployee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of termination.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. “Termination For purposes of this Agreement, termination for “Cause” means: shall mean the termination by NMHC of Executive’s employment with NMHC as the result of (i) Executive’s the failure or refusal, after written notice thereof and after reasonable opportunity to cure, of Executive substantially to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; hereunder; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; engaging in misconduct that has caused or is reasonably expected by the Board to cause material injury to NMHC or all NMHC Entities taken as a whole; (iii) Executive’s conviction violation of a felony; any material policy of NMHC, including without limitation i▇▇▇▇▇▇ ▇▇▇▇▇▇▇, harassment and discrimination policies, copies of which have been provided to Executive in writing; (iv) Any defalcation Executive’s indictment or acts conviction of, or entering a plea of gross guilty or willful misconduct of Executive resulting in nolo contendere to, a crime that constitutes a felony; or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any the material breach by Executive of any of Executive’s covenants contained obligations hereunder or under any other written agreement or covenant with NMHC or any NMHC Entity, in Sections 4 through 6 hereof; each case in clauses (vii), (ii), (iii) A and (v) after receipt of written order requiring notice from NMHC specifying the termination grounds for Termination for Cause and (only in the event that the nature of the grounds, in the good faith opinion of the Board, are not related to any willful misconduct or dishonesty of Executive and otherwise are able to be cured) failure by Executive to cure such breach within fifteen (15) days from receipt of notice. Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) inability to perform Executive’s engagement, during the performance of obligations under this Agreement despite Executive’s duties hereunderbest efforts as a result of being Permanently Disabled shall not result in a Termination For Cause. Upon any Termination For Cause, in acts or omissions constituting fraudExecutive shall be paid the Accrued Obligations within three (3) business days following the effective date of termination but shall not be paid any severance compensation. Any other accrued benefits provided under employee benefit programs maintained by NMHC, intentional breach of fiduciary obligationincluding qualified and nonqualified programs, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsshall be payable according to their terms.

Termination for Cause. If Executive is terminated The Board may terminate Executive’s employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectwithout Cause. For purposes of this Agreement, Agreement termination for “Cause” means: shall mean termination because (i) Executive’s failure : (A) committed a significant act of dishonesty, deceit or refusal, after written notice thereof and after reasonable opportunity to cure, breach of fiduciary duty in the performance of his duties as an employee of Bancshares or any of its subsidiaries; (B) grossly neglected or willfully failed in any way to perform specific directives approved substantially the duties of such employment after a written demand for performance is given to Executive by the Board, which demand specifically identifies the manner in which the Board believes Executive has failed to perform his duties; (C) has committed a majority material breach of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 any provision of this Agreement; ; (D) willfully acted or failed to act in any other way that materially and adversely affects Bancshares or any of its subsidiaries; (E) is removed and/or permanently prohibited from participating in the conduct of Bancshares or any of its subsidiaries affairs by an order issued under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)); or (F) the Executive’s violation of any applicable statutes, regulations or rules of any appropriate Federal banking agency and/or state bank supervisor, as defined in the FDI Act Section 3, 12 U.S.C. 1813, which violation materially and adversely affects Bancshares or its subsidiaries; or (ii) Habitual drunkenness Bancshares or illegal use any of drugs which interferes its subsidiaries has received a final cease-and-desist order that requires in substance that Bancshares or any of its subsidiaries retain a qualified chief executive officer acceptable to bank regulators with the performance experience, skill and other qualifications required to ensure compliance with such order and Bancshares or any of Executive’s duties and obligations its subsidiaries regulators have determined that Executive does not meet these qualifications. Termination under this Paragraph shall not prejudice any remedy that Bancshares may have at law, in equity, or under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If The Bank may terminate the Executive’s employment for “Cause” at any time. The Executive is terminated shall have no right to receive compensation or other benefits, other than the Accrued Obligations, for Cause as determined by any period after a termination for “Cause.” For purposes of Agreement, “Cause” shall be deemed to exist if the written resolution Executive: (i) has engaged in any willful act or omission that, in the judgment of Wintrust’s the Board of Directors has caused or will likely cause substantial economic damage to the Bank or the Compensation Committee Company or substantial injury to the business reputation of the Bank or the Company; or (ii) has engaged in an act or acts of dishonesty or fraud intended to result in enrichment or advantage to the Executive or a third party at the expense of the Bank or through the use of the Bank’s assets (including proprietary or confidential information); or (iii) has engaged in the willful failure (other than due to substantiated physical or mental incapacity) to carry out the Executive’s duties and responsibilities to the Bank, including any reasonable directions from the Board or Directors, within the standards of performance which could reasonably be expected of an executive working for a banking institution or bank holding company in a similar position, if the willful failure continues for ninety (90) days or more after written notice of the failure is provided to the Executive by the Bank; or (iv) has willfully failed or refused (A) to comply with any material term or provision of this Agreement, (B) to adhere to the material terms of any employment-related policies or procedures as have been or may be established by the Bank, or (C) to execute and comply with the material terms of any instruments as may reasonably be requested by the Bank consistent with the foregoing clauses (A) and (B), including, without limitation, the Bank’s rules and policies with respect to conduct and ethics; or (v) has been convicted or enters a plea of guilty or nolo contendere or enters into a pretrial diversion program or similar program relating to a felony or any successor committee crime involving moral turpitude; or (vi) is subject to an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Wintrust Board Executive's employment with the Bank, unless the Executive has appealed that order and the appeal is pending; or (vii) abuses alcohol or any controlled substance in a manner that materially negatively affects the Executive’s performance or abilities at the Bank, whether or not such activity constitutes a crime; or (viii) is prohibited from employment with an FDIC-insured institution under applicable federal law or by order of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereofany bank-regulatory agency. Notwithstanding the foregoing, termination of employment Cause shall not affect the obligations of Executive that, pursuant be deemed to exist unless there shall have been delivered to the express provisions Executive a copy of this Agreementa resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board of Directors), continue finding that in effectthe good faith opinion of the Board of Directors the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board of Directors is to make a final determination whether Cause exists, if the Board of Directors determines in good faith at a meeting of the Board of Directors, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board of Directors may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed twenty-one (21) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board of Directors. For purposes of this Agreementsubparagraph, termination for “Cause” means: (i) no act or failure to act on the Executive’s failure part shall be considered “willful” unless done, or refusalomitted to be done, after written notice thereof and after by his/her not in good faith without reasonable opportunity to cure, to perform specific directives approved by a majority belief that his/her action or omission was in the best interest of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsBank.

Termination for Cause. If Executive is terminated The Company may terminate Employee’s employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, “Cause” shall mean: (i) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by Employee; provided, however, that after indictment, the Company may suspend Employee from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Employee of a fiduciary duty owed to the Company; (iii) a material breach by Employee of any of the covenants made by Employee in Section 2 hereof; (iv) the willful or gross neglect by Employee of the material duties required by this Agreement; (v) unsatisfactory performance of Employee’s duties or responsibilities as determined by the written resolution of WintrustCompany’s Board of Directors Directors; provided that the Company has given Employee written notice specifying the unsatisfactory performance of his duties and responsibilities, which remains uncorrected by the Employee after the lapse of 30 days following the receipt of the written notice (vi) a material breach by the Employee of his duty not to engage in any transaction that represents, directly or indirectly, self-dealing with the Compensation Committee Company or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall Company Affiliates which has not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives been approved by a majority of the Wintrust disinterested directors of the Company’s Board of Directors, if such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Employee written notice thereof; (vii) any act of misappropriation, embezzlement, intentional fraud or similar contact involving the Company or any Company Affiliates; (viii) intentional infliction of any damage of a material nature to any property of the Company or any Company Affiliates; (ix) a violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest; and (x) the repeated non-prescription abuse of any controlled substance which, in any case described in this clause, the Company’s Board of Directors which are consistent with reasonably determines renders the scope and nature Employee unfit to serve in his capacity as an officer or employee of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust Company or any Affiliate Company Affiliates. In the event of Employee’s termination for which Executive is also providing services Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any regulatory agency or body; or Accrued Obligations (viias defined in paragraph 1(f) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsbelow).

Termination for Cause. If Executive is terminated The Company may immediately terminate the employment of the Employee and this Agreement for Cause Cause, and such termination shall be effective as determined of the time of notice of the same. "Cause" means (a) conviction of any felony by the written resolution of Wintrust’s Board of Directors or Employee affecting the Compensation Committee Company and/or Parent or any successor committee other subsidiary of the Wintrust Parent or any crime involving fraud; (b) action taken by the Employee intentionally to materially harm the Company and/or Parent; (c) embezzlement of funds of the Company or its affiliates (including, without limitation, the Parent) by the Employee; (d) falsification of records or reports of Company and/or Parent or any other subsidiary of the Parent, by the Employee; (e) ownership by the Employee, direct or indirect, of an interest in a person or entity (other than a minority interest in a publicly traded company) in competition with the products or services of the Company and/or Parent or any other subsidiary of the Parent, including those products or services contemplated in a plan adopted by the Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(aor its subsidiaries; (f) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority any material breach of the Wintrust Board Employee's fiduciary duties or duties of Directors which are consistent with care to the scope and nature of Executive’s duties and responsibilities as provided Company (except for conduct taken in Section 1 of this Agreement; good faith) or (ii) Habitual drunkenness a continuing material breach or illegal use material default (including, without limitation, any material dereliction of drugs which interferes with duty) by Employee of the performance terms of Executive’s duties and obligations under this Agreement; Agreement which, in either case, to the extent such breach is curable, has not been cured by Employee within fifteen (iii15) Executive’s conviction days after its receipt of notice thereof from Company containing a felony; description of the breach or breaches alleged to have occurred; (ivg) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any any material breach of Executivethe Proprietary Information, Assignment of Inventions and Non-Competition Agreement attached as Exhibit B by the Employee; and (i) any other act or omission that constitutes "cause" under the laws of the State of Israel. In the event of termination for Cause, the Employee’s covenants contained in entitlement to severance pay will be subject to Sections 4 through 6 hereof; (vi) A written order requiring 16 and 17 of the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsSeverance Law.

Termination for Cause. During the terms of this Employment Agreement, the Executive's employment may be terminated immediately, with or without written or oral notice, by the Company for "Cause" (as hereinafter defined). If Executive the Executive's employment with the Company is terminated for Cause "Cause" all compensation described in paragraphs 3.1 through 3.3 of this Employment Agreement will terminate as determined of the date of such termination of employment. Termination for "Cause" is limited to the following grounds: (i)misappropriation of funds, embezzlement, or willful and material damage of or to any material property of the Company, or defrauding or attempting to defraud the Company; (ii) conviction of any crime (whether or not involving the Company) which constitutes a felony in the jurisdiction involved; (iii) malfeasance or non-feasance in the performance by the written resolution Executive of Wintrust’s Board his duties hereunder; (iv) failure or refusal by the Executive to perform his duties in the best interests of Directors the Company and in accordance with the directions given by the Board, the chairman of the board or the Compensation Committee president of the Company; or (v) a material breach by the Executive, in the sole opinion of the Company, or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Employment Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, ; which breach continues after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with breach, either oral or written, from the scope and nature of Company to the Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the . Upon termination of the Executive from for "Cause", theCompany will pay the Executive’s position with Wintrust or any Affiliate 's salary and other benefits, including reimburse the Executive for which authorized expenses incurred, through the date of termination of the Executive's employment. The Executive is also providing services by any regulatory agency or body; or (vii) acknowledges and agrees that the foregoing will be the Company's only obligations and total liability to the Executive for termination of the Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations's employment for "Cause".

Termination for Cause. If Executive is terminated The Company may terminate the Executive's Employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. "Cause." For purposes of this Agreement, termination for “the Company shall have "Cause” means" to terminate the Executive's Employment hereunder upon the Executive’s: (i) Executive’s failure conviction for the commission of an act or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by acts constituting a majority felony or a misdemeanor involving moral turpitude under the laws of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementUnited States or any state thereof; (ii) Habitual drunkenness commission of fraud, embezzlement, gross negligence or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreementmalfeasance, as determined by a judicial body; (iii) willful or continued failure to substantially perform his duties as executive Vice President, Business Development (other than any such failure resulting from the Executive’s conviction 's incapacity due to physical or mental illness) after written Notice has been delivered to the Executive by the Company, which Notice specifically identifies the manner in which the Executive has not substantially performed his duties, and the Executive's failure to substantially perform his duties is not cured within ten (10) business days after notice of a felonysuch failure has been given to the Executive, if such material failure or refusal can be cured. For purposes of this Section 8(c) (iii), with the exception of acting or failing to act pursuant to Board of Director decisions, no act or failure to act on the Executive's part shall be deemed "willful" unless the Executive performs or fails to perform such acts absent good faith and without reasonable belief that the Executive's act, or failure to act, was in the best interest of the Company; (iv) Any defalcation misrepresentation or acts concealment of gross a material fact from the Board, or willful misconduct breach of Executive resulting in or potentially resulting in economic loss duty of loyalty to Wintrust or substantial damage to Wintrust’s reputationthe Company; (v) Any breach material violation of Executive’s covenants contained in Sections 4 through 6 hereofa material provision of the Company's Code of Business Conduct and Ethics and Non-Disclosure and Non-Competition Agreement; (vi) A breach of any material provision of this Agreement, where such breach has not been cured by the Executive within fifteen (15) days of his receipt of written order requiring Notice thereof from the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyCompany; or (vii) Executive’s engagementwillful or negligent act or omission which results in an assessment of a civil or criminal penalty against the Executive or the Company or its affiliates, during which in the performance reasonable judgment of Executive’s duties hereunder, the Board could result in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and a material violation of applicable banking lawsany foreign or United States federal, rulesstate or local law or regulation having the force of law, or regulationsin the reasonable judgment of the Board is injurious to the Company or any of its affiliates. In the event that the Company terminates the Executive’s Employment for Cause, the Executive shall receive his unpaid Base Salary through the Date of Termination, the value of any SARS vested as of the Date of Termination, unpaid Accrued Amounts under Section 4(e) hereunder, as well as reimbursement for approved but unpaid business expenses through such date. All unvested SARS or other incentive awards shall terminate, and the Executive shall not be entitled to any other amounts or benefits from the Company.

Termination for Cause. If Executive Employee’s employment is terminated for Cause as determined by the Company for “Cause,” as defined below, the Company shall pay Employee only the balance of Employee’s accrued, but unpaid salary, unreimbursed expenses and unused, accrued vacation time through the termination date. The Company shall have the right to set off any amounts due to Employee by any amounts owed by Employee to the Company at the time Employee’s employment terminates, and Employee hereby authorizes the Company to make this setoff. Employee’s employment may be terminated for “Cause” at any time upon delivery of written resolution notice to Employee. “Cause” means the occurrence of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board following events: (i) any gross failure on the part of Directors, all obligations Employee (other than by reason of Wintrust shall terminate immediately except for Wintrust’s obligations described disability as provided in Section 9(a4(b)) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions faithfully and professionally carry out Employee’s duties or to comply with any other material provision of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s which failure or refusal, continues after written notice thereof and after reasonable opportunity by the Company, provided that the Company shall not be required to cureprovide such notice in the event that such failure (A) is not susceptible to remedy or (B) relates to the same type of acts or omissions as to which such notice has been given on a prior occasion; (ii) Employee’s dishonesty (which shall include, to perform specific directives approved by a majority without limitation, any misuse or misappropriation of the Wintrust Board Company’s assets), or other willful misconduct (including, without limitation, any conduct on the part of Directors which are consistent Employee intended to or likely to injure the business of the Company); (iii) Employee’s conviction for any felony or for any other crime involving moral turpitude, whether or not relating to Employee’s employment; (iv) in accordance with applicable federal, state or local laws, Employee’s insobriety or use of illegal drugs, chemicals or controlled substances either (A) in the scope and nature course of Executiveperforming Employee’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; , or (iiiB) Executive’s conviction otherwise affecting the ability of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Employee to Wintrust or substantial damage to Wintrust’s reputation; perform the same; (v) Any breach Employee’s failure to comply with a lawful written direction of Executive’s covenants contained in Sections 4 through 6 hereof; the Company; or (vi) A written order requiring any wanton and willful dereliction of duties by Employee. The existence of any of the termination foregoing events or conditions shall be determined by the Company in the exercise of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsits reasonable judgment.

Termination for Cause. If Executive is terminated for Cause as determined Termination by the written resolution Company of Wintrust’s Board of Directors the Executive's employment for cause (hereinafter referred to as "Termination for Cause), shall mean termination upon (i) the willful and continued failure by the Executive to substantially perform the Executive's material duties with the Company (other than any such failure resulting from the Executive's incapacity due to physical or the Compensation Committee mental illness or any successor committee such failure after the issuance by the Executive for Good Reason of a Notice of Termination (as the Wintrust Board terms "Good Reason" and "Notice of Directors, all obligations of Wintrust shall terminate immediately except Termination" are defined in this Agreement) after a written demand for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant substantial performance is delivered to the express provisions of this AgreementExecutive by the Board, continue which demand specifically identifies the material duties that the Board believes that the Executive has not substantially performed, or (ii) the willful engaging by the Executive in effectconduct that is demonstrably and materially injurious to the Company, monetarily or otherwise. For purposes of this Paragraph 6, no act, or failure to act, on the Executive's part, shall be deemed "willful" unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company, or (iii) the conviction of the Executive of a felony, limited solely for a crime related to the business operations of the Company, or that results in the Executive being unable to substantially carry out his duties as set forth in this Agreement, termination or (iv) the commission of any act by the Executive against the Company that may be construed as the crime of embezzlement, larceny, and/or grand larceny. Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have been terminated for “Cause” means: Termination for Cause unless and until the Board duly adopts a resolution by the affirmative vote of no less than three-quarters (3/4) of the entire membership of the Board, at a meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board, the Executive was guilty of conduct described in Subparagraphs (i) Executive’s failure or refusal), after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct this paragraph and specifying the particulars thereof in detail and a certified copy of Executive resulting in or potentially resulting in economic loss such resolution is delivered to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of the Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive Notwithstanding any other provision of the Plan to the contrary, if the Optionee’s Service is terminated for Cause as determined or if, following the Optionee’s termination of Service and during any period in which the Option otherwise would remain exercisable, the Optionee engages in any act that would constitute Cause, the Option shall terminate in its entirety and cease to be exercisable immediately upon such termination of Service or act. Cause means, unless such term or an equivalent term is otherwise defined with respect to an Award by the a written resolution contract of Wintrust’s Board of Directors employment or the Compensation Committee or service, any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: following: (i) Executivethe Optionee’s theft, dishonesty, willful misconduct, breach of fiduciary duty for personal profit, or falsification of any Company documents or records; (ii) the Optionee’s material failure to abide by the Company’s code of conduct or other policies (including, without limitation, policies relating to confidentiality and reasonable workplace conduct); (iii) the Optionee’s unauthorized use, misappropriation, destruction or diversion of any tangible or intangible asset or corporate opportunity of the Company (including, without limitation, the Optionees improper use or disclosure of the Company’s confidential or proprietary information); (iv) any intentional act by the Optionee which has a material detrimental effect on the Company’s reputation or business; (v) the Optionee’s repeated failure or refusal, inability to perform any reasonable assigned duties after written notice thereof from the Company of, and after a reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness such failure or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; inability; (vi) A written order requiring any material breach by the termination Optionee of Executive from Executive’s position with Wintrust any employment, service, non-disclosure, non-competition, non-solicitation or any Affiliate for other similar agreement between the Optionee and the Company, which Executive breach is also providing services by any regulatory agency not cured pursuant to the terms of such agreement; or body; or (vii) Executivethe Optionee’s engagement, during the performance conviction (including any plea of Executive’s duties hereunder, in acts guilty or omissions constituting nolo contendere) of any criminal act involving fraud, intentional breach of fiduciary obligationdishonesty, intentional wrongdoing misappropriation or malfeasancemoral turpitude, or intentional and material violation of applicable banking laws, rules, which impairs the Optionee’s ability to perform his or regulationsher duties with the Company.

Termination for Cause. If Executive is terminated If, during the Employment Period, the Company terminates the Executive's employment with the Company for Cause (as determined by the written resolution of Wintrust’s Board of Directors defined below), or the Compensation Committee or any successor committee Executive resigns after engaging in conduct that constitutes Cause, the Company shall pay to the Executive the following: (i) the Executive's unpaid Annual Salary that has been earned through the termination date of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(aExecutive's employment; (ii) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, any accrued expenses pursuant to Section 5 above, (iii) the express provisions employee benefits, if any, to which the Executive may be entitled under the terms of this Agreement, continue in effectthe Company's employee benefit plans and (iv) any other payments as may be required under applicable law (collectively the "Accrued Obligations"). For purposes of this Agreement, termination for “"Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority " shall mean that the Executive has engaged in any one of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 following: (a) a material breach of this Agreement; Agreement or the Company's Key Employee Covenants attached hereto as Exhibit A, which breach is not cured within any applicable cure period set forth in this Agreement or the Key Employee Covenants; and (iib) Habitual drunkenness any willful violation by the Executive of any material law or illegal use regulation applicable to the business of drugs which interferes with the performance Company or any of its Subsidiaries; (c) the Executive’s duties and obligations under this Agreement; 's conviction of, or a plea of guilty or nolo contendere to, a felony or any willful perpetration of common law fraud; or (iiid) Executive’s conviction any other willful misconduct by the Executive that is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company or any of its Subsidiaries. For purposes of the foregoing, in determining whether a "material breach" has occurred, or whether there has been a willful violation of a felony; (iv) Any defalcation "material" law or acts of gross regulation, the standard shall be a breach or willful misconduct of Executive resulting in violation that is, or potentially resulting in economic loss will reasonably likely be, materially injurious to Wintrust the financial condition or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring business reputation of, or is, or will reasonably likely be, otherwise materially injurious to, the termination of Executive from Executive’s position with Wintrust Company or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsits Subsidiaries.

Termination for Cause. If Executive is terminated The Company shall have the right to immediately terminate this Agreement and Employee’s employment with the Company for Cause any of the following causes (each a “Cause”): (a) Conviction of Employee for, or entry of a plea of guilty or nolo contendere by Employee with respect to, any felony or any crime involving an act of moral turpitude; (b) Engaging in any act involving fraud or theft; (c) Neglect by Employee of his/her duties or breach by Employee of his/her duties or intentional misconduct by Employee in discharging such duties; (d) Employee’s continued absence from his/her duties without the consent of the Employee’s supervisor after receipt of notification from the Company, other than absence due to bona fide illness or disability as determined by defined herein; (e) Employee’s failure or refusal to comply with the written resolution directions of Wintrust’s Board of Directors the Chairman or the Compensation Committee Board or any successor committee with the policies, standards and regulations of the Wintrust Board of DirectorsCompany, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoingprovided that such directions, termination of employment shall policies, standards or regulations do not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: require Employee (i) Executive’s failure to take any action which is illegal; or refusal(ii) to fail to take any action required by applicable law, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreementregulations or licensing standards; (iif) Habitual drunkenness Conduct, actions, or illegal use of drugs which interferes with performance that violates the performance of ExecutiveCompany’s duties and obligations under this Agreementpolicies concerning ethics or employee conduct; (iiig) ExecutiveEmployee’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s the agreement set forth in Section 5 of this Agreement or any of the restrictive covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodythat Section; or (viih) ExecutiveEmployee’s engagement, during breach of any term of this Agreement. provided that the performance Company shall have delivered to the Employee a notice of Executive’s duties hereundertermination that specifically identifies such grounds for termination for Cause and, in acts the case of grounds pursuant to subsections (c) through (h), the Employee shall have failed to cure such circumstances within 30 days of receipt of such notice. Upon the effectiveness of any termination for Cause by the Company, the Company shall have no further obligation under this Agreement and payment of all compensation to Employee under this Agreement shall cease immediately, except for any payment of compensation accrued but unpaid through the date of such termination for Cause. The Employee acknowledges that his compensation may also be subject to any clawback provisions required by law, rule, regulation or omissions constituting fraudcompany policy consistent with any law, intentional breach of fiduciary obligation, intentional wrongdoing rule or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsregulation.

Termination for Cause. The Company shall terminate this Agreement for Cause (as defined herein) by delivery of written notice to EXECUTIVE specifying the cause or causes relied upon for such termination. If Executive EXECUTIVE’s employment under this Agreement is terminated by the Company for Cause before the last day of any calendar month, EXECUTIVE shall be entitled to receive as determined by compensation for such calendar month, only the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described Base Salary set forth in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant 4.1 prorated to the express provisions date of termination on the basis of a 30-day calendar month. Grounds for the Company to terminate this Agreement, continue in effect. For purposes of this Agreement, termination Agreement for “Cause” meansshall include only the occurrence of any of the following events: (i) Executive4.1.1 EXECUTIVE’s willful misconduct or gross negligence in the performance of his duties hereunder; 4.1.2 EXECUTIVE’s willful failure or refusalrefusal to perform in the usual manner at the usual time those duties which he regularly and routinely performs in connection with the business of the Company or such other duties reasonably related to the capacity in which he is employed hereunder which may be assigned to him by the Board of Directors of the Company, if such failure or refusal has not been substantially cured to the satisfaction of the Board of Directors within thirty (30) days after written notice thereof of such failure or refusal has been given by the Company to EXECUTIVE; 4.1.3 EXECUTIVE’s performance of any action when specifically and after reasonable opportunity reasonably instructed not to cure, to perform specific directives approved do so by a majority of the Wintrust Board of Directors which are consistent with of the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementCompany; (ii) Habitual drunkenness 4.1.4 EXECUTIVE engaging or illegal use of drugs in any manner participating in any activity which interferes is directly competitive with or intentionally injurious to the performance of Executive’s duties and obligations under this AgreementCompany; (iii) Executive4.1.5 EXECUTIVE’s commission of any fraud against the Company or use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Board of Directors to be so used or appropriated; or 4.1.6 EXECUTIVE’s conviction of a felony; any crime involving moral turpitude. For this purpose of this definition, no act or failure to act by the EXECUTIVE shall be considered “willful” or “grossly negligent” if the EXECUTIVE acted (ivor failed to act) in good faith with the reasonable belief that his actions or omission was in the Company’s best interest. Any defalcation or acts notice of gross or willful misconduct termination given pursuant to Section 5.1 shall effect termination as of Executive resulting the date specified in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancesuch notice, or intentional and material violation in the event no such date is specified, on the last day of applicable banking laws, rules, or regulationsthe month in which such notice is delivered.

Termination for Cause. If Executive In the event that employment hereunder is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors Company for Cause, the Executive shall not be entitled to receive compensation or other benefits for any period after such termination, except as provided by law. The phrase “Cause” as used herein, shall exist when there has been a good faith determination by the Compensation Committee or any successor committee of Company, as communicated to Executive by the Wintrust Board of Directors, all obligations that there shall have occurred one or more of Wintrust shall terminate immediately except for Wintrustthe following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board will likely cause substantial economic damage to the Company or the Bank or substantial injury to the business reputation of the Company or Bank; (iii) the commission by the Executive of an act of fraud in the performance of his duties on behalf of the Company or Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or Bank (other than any such failure resulting from the Executive’s obligations described incapacity due to Disability) after written notice thereof (specifying the particulars thereof in Section 9(areasonable detail) hereofand a reasonable opportunity to be heard and cure such failure are given to the Executive; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, termination of employment Cause shall not affect the obligations of Executive that, pursuant be deemed to exist unless there shall have been delivered to the express provisions Executive a copy of this Agreementa resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), continue finding that in effectthe good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which the Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. For purposes of this Agreementsubparagraph, termination for “Cause” means: (i) no act or failure to act, on the Executive’s failure part shall be considered “willful” unless done, or refusalomitted to be done, after written notice thereof and after by him not in good faith without reasonable opportunity to cure, to perform specific directives approved by a majority belief that his action or omission was in the best interest of the Wintrust Company and the Bank. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities Termination, as provided more fully described in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations9 below.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. “Cause” shall mean: (i) the Executive’s death; (ii) the Executive’s Permanent Disability, which shall mean the Executive’s inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer’s policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days’ prior written notice of the Employer’s intention to terminate his employment for any cause (except the Executive’s death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive’s Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive’s employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If Executive the Executive’s employment is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to this Section, then the express provisions Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of this Agreement, continue in effect. For purposes such termination and neither the Employer nor any of this Agreement, termination for “Cause” means: (i) its Subsidiaries shall have any further obligations to the Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is terminated The Company shall have the right to terminate Executive’s employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreementhereof, termination for “Cause” means: shall be defined as the Board’s good faith determination that the Executive has: (i) Executive’s failure been convicted of or refusal, after written notice thereof and after reasonable opportunity entered a plea of nolo contendere with respect to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; criminal offense constituting a felony; (ii) Habitual drunkenness committed one or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in more acts or omissions constituting fraud, intentional embezzlement or breach of a fiduciary obligationduty to the Company; (iii) committed one or more acts constituting gross negligence or willful misconduct; (iv) habitually abused alcohol or any controlled substance or reported to work under the influence of alcohol or any controlled substance (other than a controlled substance which Executive is properly taking under a current prescription), intentional wrongdoing (v) engaged in harassment of any employee or malfeasance, or intentional and customer of the Company in violation of Company policy; (vii) committed a material violation of applicable banking lawsany Company policy; (viii) been insubordinate or dishonest; (ix) engaged in self-dealing or in any act constituting a conflict of interest; (ix) exposed the Company to criminal liability through negligence or wrongdoing of any kind; (x) disclosed the Company’s confidential information in violation of his obligations under this Agreement; or (xi) failed, rulesafter written warning specifying in reasonable detail the breach(es) complained of, to substantially perform his duties under this Agreement. Notwithstanding the foregoing in the event of a Change of Control, a termination by the Company of the Executive for any reason during the twelve (12) month period immediately following the Change of Control, other than an intentional and malicious act or regulationsomission that is reasonably likely to result in material injury to the business or reputation of the Company, shall be deemed to be a termination without Cause for all purposes under this Agreement.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of WintrustPNMAC or PFSI may terminate Executive’s Board of Directors employment or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of services under this Agreement, continue in effect. For purposes of this Agreement, termination Agreement for “Cause” means: by written Notice of Termination. A termination for Cause is a termination by reason of: (i) Executive’s failure a material breach of this Agreement (other than as a result of incapacity due to death or refusal, after written notice thereof Disability) which is committed by Executive in bad faith and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature is not remedied within thirty (30) days of Executive’s duties and responsibilities as provided in Section 1 receipt of this Agreement; a notice to cure such breach; (ii) Habitual drunkenness Executive’s conviction by a court of competent jurisdiction of a felony involving dishonesty or illegal use moral turpitude, provided, however, that any convictions solely on the basis of drugs which interferes vicarious liability shall not give PNMAC or PFSI the right to terminate Executive for Cause; (iii) entry of an order duly issued by any federal or state regulatory agency having jurisdiction of the matter removing Executive from office of PFSI or any its subsidiaries or permanently prohibiting him from participating in the conduct of the affairs of PFSI or any of its subsidiaries; or (iv) proven acts of fraud or willful misconduct committed by Executive in connection with the performance of Executive’s his duties and obligations under Section 2 of this Agreement; (iii) Executive’s conviction Agreement which result in material injury to PFSI or any of its subsidiaries. In the event of a felony; termination for Cause pursuant to this Section 7(c), Executive shall be entitled to receive (iva) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss his base salary for the entire period up to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach and including the date of Executive’s covenants contained termination for Cause; (b) accrued but unused PTO through the Termination Date; and (c) reimbursement of any unreimbursed expenses incurred by Executive pursuant to Section 6 of this Agreement. If Executive is convicted of a felony involving dishonesty or moral turpitude or removed from office and/or prohibited from participating in Sections 4 through 6 hereof; (vi) A written order requiring the termination conduct of Executive from the affairs of PFSI or any of its subsidiaries by any federal or state regulatory agency having jurisdiction of the matter, and if the charges resulting in such removal or prohibition are ultimately dismissed or if a final judgment on the merits of such charges is issued in favor of Executive, or if the felony conviction is overturned on appeal, then Executive’s position with Wintrust or any Affiliate termination shall be treated as a Termination Other Than for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsCause pursuant to Section 7(d).

Termination for Cause. If Executive is terminated The Company may terminate the Executive’s employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination “Cause” shall mean the occurrence of one or more of the following events: (i) the Executive’s willful failure or refusal to perform his material duties to the Company or its affiliates, (ii) the Executive’s willful disregard of any lawful instructions of the Board that are consistent with the Company’s By-laws and the Executive’s positions with the Company or its affiliates, (iii) the Executive’s willful misconduct or gross negligence in the performance of his material duties to the Company, (iv) the Executive’s conviction of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, (v) the commission by the Executive of a willful act of fraud or material dishonesty with respect to any material matter involving the Company, its affiliates or any of the Company’s customers or clients, (vi) the Executive fails or refuses to meaningfully cooperate with any internal or external investigation involving the Company or its affiliates or their business, without good cause, or (vii) any government regulatory agency recommends or orders, in either case in writing, that the Company of the Bank terminate the employment of Executive or relieve him of his duties (other than solely as a result of any future legislation, regulations or judicial decision which makes Executive ineligible to hold certain offices at both the Company and the Bank). Notwithstanding the foregoing, in no event shall the Executive’s employment be considered to have been terminated for “Cause” means: (i) Executive’s failure unless and until the Executive receives a copy of a resolution adopted by the Board finding that, in the good faith opinion of the Board, the Executive is guilty of acts or refusalomissions constituting Cause, which resolution has been duly adopted by an affirmative vote of a majority of the Board. Any such vote shall be taken at a meeting of the Board called and held for such purpose, after reasonable written notice thereof is provided to the Executive setting forth in reasonable detail the facts and after reasonable circumstances claimed to provide a basis of termination for Cause and specifically referencing applicable provision(s) of this Section 6(a), and the Executive is given an opportunity, together with counsel, to be heard before the Board. In the case of the first occurrence of any of the above enumerated “Cause” events, the Executive shall have the opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or if curable, any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in such acts or omissions constituting fraudwithin 15 days following the Executive’s receipt of such resolution. Where used in this Section 6(a), intentional breach the term “willful” shall require that the action or omission was done in bad faith and without reasonable belief that such action or omission was in the best interests of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsthe Company.

Termination for Cause. If The Corporation may at any time upon written notice to Executive is terminated terminate Executive's employment for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, the following shall constitute Cause: (a) the Executive's gross misconduct which is materially and demonstrably injurious to the Corporation; (b) the Executive's willful and continued failure to perform substantially his duties with the Corporation (other than a failure resulting from the Executive's incapacity due to bodily injury or physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and provides for a reasonable period of time within which the Executive may take corrective measures; or (c) the Executive's conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or a gross misdemeanor involving an intentional act of fraud, misrepresentation, theft, embezzlement or dishonesty under federal or state law (or comparable illegal conduct under the laws of any foreign jurisdiction) which is materially and demonstrably injurious to the Corporation or which impairs the Executive's ability to perform substantially his duties with the Corporation. An act or failure to act will be considered "gross" or "willful" for this purpose only if done, or omitted to be done, by the Executive in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Corporation. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or governing body of the Corporation (or a committee thereof) or based upon the advice of counsel for the Corporation will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation. Executive's attention to matters not directly related to the business of the Corporation will not provide a basis for termination for “Cause” means: Cause so long as the Board did not expressly disapprove in writing of his engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that the Executive engaged in those activities. Notwithstanding the foregoing, the Executive may not be terminated for Cause unless and until there has been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (iexcluding such Executive) Executive’s failure or refusal, after written notice thereof at a meeting of the Board called and held for such purpose (after reasonable notice to such Executive and an opportunity to curefor such Executive, together with his counsel, to perform specific directives approved by a majority be heard before the Board), finding that in the good faith opinion of the Wintrust Board of Directors which are consistent with such Executive engaged in the scope conduct set forth in paragraphs (a), (b) or (c) above and nature of Executive’s duties and responsibilities as provided specifying the particulars thereof in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsdetail."

Termination for Cause. If Executive is terminated for Cause as determined by The Company may terminate the written resolution engagement of Wintrust’s Director if the Board of the Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” meansCompany determines that Director has: (ia) Executive’s failure materially breached any provision hereof or refusal, after written notice thereof and after reasonable opportunity to cure, habitually neglected the duties which Director was required to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 under any provision of this Agreement; (iib) Habitual drunkenness misappropriated funds or illegal use property of drugs which interferes the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of Executive’s Director's duties and obligations under this Agreementhereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Director were retained as a director; (iiic) Executive’s conviction secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of a felonyor with the Company or any affiliate of the Company; (ivd) Any defalcation died, or acts become and remained incapacitated (either physically, mentally or otherwise) for a period of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss ninety (90) consecutive days such that Director is not able to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodysubstantially perform Director's duties hereunder; or (viie) Executive’s engagementfailed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director's duties, during and provided further that Director shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or failure to act, on the performance Director's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of Executive’s duties hereunderthe Company. Notwithstanding the foregoing, the Director shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Director setting forth the reasons for the Company's intention to Terminate For Cause, (ii) an opportunity for the Director, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Director of a notice of termination from the Board of Directors of the Company, finding that, in acts or omissions constituting fraudthe good faith opinion of the Board of Directors, intentional breach the Director was guilty of fiduciary obligationconduct set forth above in clause (a) of the preceding sentence and specifying the particulars thereof in detail. In the event of termination of Director's engagement for cause, intentional wrongdoing or malfeasanceDirector shall be entitled to retain the Options for shares which have not been previously purchased, or intentional compensation through the date of termination and material violation reimbursement of applicable banking laws, rules, or regulationsexpenses properly incurred but not yet reimbursed.

Termination for Cause. If Executive is terminated for Cause as determined (a) In addition to any other rights or remedies provided by the written resolution of Wintrust’s Board of Directors law or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of the Company may terminate Executive's employment under this Agreement, termination for “Cause” meansAgreement if: (i) Executive’s failure Executive is convicted of, or refusalenters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, after written notice thereof a felony offense and after reasonable opportunity either Executive fails to cure, perfect an appeal of such conviction prior to perform specific directives approved by a majority the expiration of the Wintrust maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of a felony offense is sustained on appeal; or (ii) the Company's Board of Directors which are consistent with determines, after due inquiry, based on convincing evidence, that Executive has: (A) committed fraud against, or embezzled or misappropriated funds or other assets of, the scope Company (or any subsidiary thereof); (B) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company's Board of Directors; (C) willfully, or because of gross or persistent negligence, (A) failed properly to perform his duties hereunder or (B) acted in a manner detrimental to, or adverse to the interests of, the Company; or (D) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and nature that, in the case of Executive’s duties and responsibilities as provided any violation or failure referred to in Section 1 clause (B), (C) or (D) of this Agreementparagraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may effect such termination for cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least five days prior to the date of termination set forth therein; provided however that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, cures or explains to the reasonable satisfaction of the Company's Board of Directors the factual basis for termination set forth therein. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (D) of paragraph (ii) thereof (each, a "For Cause Event"), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive's failure to defend against such Proceeding or to answer any complaint filed against him therein, or to deny any claim, charge, averment, or allegation thereof asserting or based upon the occurrence of a For Cause Event; (ii) Habitual drunkenness any judgment, award, order, decree or illegal use other adjudication or ruling in any such Proceeding finding or based upon the occurrence of drugs a For Cause Event (that is not reversed or vacated on appeal); or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which interferes with Executive expressly admits the performance occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company's Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive’s duties 's employment hereunder, the Company's Board of Directors shall take the following factors, to the extent applicable and obligations under this Agreementmaterial, into account: (i) whether the Company's Board of Directors directed or authorized Executive to take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) Executive’s conviction of a felony;whether any lesser sanction would be appropriate and effective; and (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic any adverse effect that the loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing 's services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancewould have, or intentional and material violation of applicable banking lawsbe reasonably likely to have, rules, or regulationsupon the Company.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall Company may terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of Executive's employment shall not affect the obligations of Executive that, pursuant to the express provisions terms of this AgreementAgreement at any time for cause by giving written notice of termination. Such termination will become effective upon the giving of such notice. Upon any such termination for cause, continue Executive shall have no right to compensation, bonus or reimbursement under Section 5, 6 or 8, or to participate in effectany employee benefit programs under Section 7, including the severance package provided for in Section 7.05, except as provided by law, for any subsequent to the effective date of termination. For purposes of this AgreementSection 9.02, termination for “Cause” means: "cause" shall mean: (i) Executive is convicted of a felony which is directly related to Executive's employment or the business of Company or could otherwise reasonably be expected to have a material adverse effect on Company's business, prospects or future stock price which price should be measured over a period of at least six months. Felonies involving the driving of motor vehicles shall not be grounds for termination; (ii) Executive, in carrying out his duties hereunder, has been found in a civil action to have committed gross negligence or intentional misconduct resulting in either case in direct material harm to Company; (iii) Executive is found in a civil action to have breached his fiduciary duty to Company resulting in direct profit to him; (iv) Executive is found in a civil action to have materially breached any provision of Section 10 or Section 11; (v) Executive’s repeated refusal (other than any failure to perform arising from a physical or refusalmental disability) to act in accordance with the reasonable directions of Company’s Board directing Executive to perform services consistent with Executive’s status as an officer of Company, after which refusal is not cured by Executive within twenty (20) days of Executive’s receipt of written notice thereof from Company (provided, however, that if such breach cannot be cured within twenty (20) days and after reasonable opportunity to cureExecutive commences the cure thereof and diligently pursues the same, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature such failure shall not constitute “cause” unless such breach is not cured in its entirety within thirty (30) days of Executive’s duties and responsibilities as provided in Section 1 receipt of this Agreement; (ii) Habitual drunkenness or illegal use the written notice of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; breach); (vi) A written order requiring Executive commits acts of dishonesty, fraud, misrepresentation, or other acts of moral turpitude, that would prevent the termination effective performance of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyhis duties; or and (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional material breach of fiduciary obligation, intentional wrongdoing any obligations of Executive which remains uncured for more than twenty (20) days after written notice thereof by Company to Executive. Executive's failure to comply with the requirements of Section 10 of this Agreement shall constitute a material breach of this Agreement. The term "found in a civil action" shall not apply until all appeals permissible under the applicable rules of procedure or malfeasance, or intentional statute have been determined and material violation of applicable banking laws, rules, or regulationsno further appeals are permissible.

Termination for Cause. If Executive is terminated for Cause as determined by Notwithstanding anything to the contrary contained in Section 16, the Company, with the approval of a majority of the Independent Directors, may terminate this Agreement effective upon 30 days’ prior written resolution notice of Wintrust’s Board termination (or, with respect to clauses (iv) through (vii) below, effective immediately upon written notice of Directors or termination) from the Compensation Committee Company to the Manager, without payment of any Termination Fee or any successor committee accrued and unpaid Base Fee or Incentive Fee, if (i) the Manager materially breaches any provision of this Agreement and, if such breach is capable of being cured, such breach shall continue for a period of 30 days after written notice thereof specifying such breach and requesting that the same be remedied in such 30-day period, (ii) the Manager engages in any act of fraud, misappropriation of funds, or embezzlement against any Company Entity, other than an immaterial misapplication of funds that is promptly corrected, (iii) there is an event of any bad faith, willful misconduct or gross negligence on the part of the Wintrust Board Manager in the performance of Directorsits duties under this Agreement that results in material harm to any Company Entity, all obligations (iv) there is a commencement of Wintrust shall terminate immediately except any voluntary proceeding relating to the Manager’s Bankruptcy or insolvency or an order for Wintrust’s obligations described relief in Section 9(aan involuntary Bankruptcy case, (v) hereof. Notwithstanding there is a dissolution of the foregoingManager, termination (vi) the Manager is convicted of employment shall not affect the obligations a felony (including a plea of Executive nolo contendere) or (vii) there is a Manager Change of Control (provided that, pursuant in the case of (vii), any termination under this Section 18 must occur within 90 days after the date the Independent Directors receive written notice from the Manager of such Manager Change of Control, which Manager agrees to the express provisions of this Agreement, continue in effectprovide promptly). For purposes of this Agreement, termination for “CauseManager Change of Control” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity shall be deemed to cure, to perform specific directives approved by a majority have occurred if members of the Wintrust Board ▇▇▇▇ Group cease to both (1) own, directly or indirectly, at least 51% of Directors which are consistent with the scope Equity Interests in Manager or its successor hereunder and nature of Executive’s duties and responsibilities as provided in Section 1 (2) Control Manager or its successor hereunder. For purposes of this Agreement; : (iiA) Habitual drunkenness “Control” means the possession, directly or illegal use indirectly, of drugs which interferes with the performance power to direct or cause the direction of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction the management, policies or activities of a felony; Person, whether through ownership of voting securities, by contract or otherwise; and (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.B)

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution Immediately following notice of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (as defined below), specifying such Cause, given by the Company (termination pursuant to this Section 6.4 being referred to herein as termination for “Cause”). As used herein, “Cause” means (i) termination based on Executive’s failure conviction or refusalplea of “guilty” or “no contest” to any crime constituting a felony in the jurisdiction in which the crime constituting a felony is committed (other than one involving Limited Vicarious Liability), after written notice thereof and after reasonable opportunity to cureany crime involving moral turpitude (whether or not a felony), to perform specific directives approved by or any other violation of criminal law involving dishonesty or willful misconduct that materially injures the Company (whether or not a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; felony); (ii) Habitual drunkenness or illegal use of drugs which Executive’s substance abuse that in any manner interferes with the performance of Executive’s duties and obligations under this Agreement; his duties; (iii) Executive’s conviction of failure to perform the responsibilities, functions and duties attached to the position with the Company or a felony; refusal to perform his duties at all or in a reasonably acceptable manner; (iv) Any defalcation Executive’s failure to follow the lawful and proper directives of the Board of Directors that are within the scope of Executive’s duties; or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any Executive’s material breach of Executive’s covenants contained this Agreement. Any determination of for Cause termination shall be made by the Board of Directors of the Company after having first given thirty (30) days written notice to Executive of such determination, and afforded Executive the opportunity to be heard by the full Board of Directors. Notwithstanding any other provision in Sections 4 through 6 hereof; this Agreement, if Executive is terminated pursuant to subsection (viiii) A written order requiring of this Section 6.4 for poor job performance, excluding refusal to perform his duties, Executive shall have sixty (60) days to cure the behavior upon which the threatened termination is based. For the purpose of Executive from Executive’s position with Wintrust or this provision, the term “Limited Vicarious Liability” shall mean any Affiliate liability which is based on acts of Company for which Executive is also providing services responsible solely as a result of his office(s) with Company; provided that (A) he was not directly involved in such acts and either had no prior knowledge of such intended actions or, upon obtaining such knowledge, promptly acted reasonably and in good faith to attempt to prevent the acts causing such liability or (B) after consulting with Company's counsel, he reasonably believed that no law was being violated by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationssuch acts.

Termination for Cause. If Executive is terminated The Company may terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: : (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company subsidiaries (other than a failure resulting from incapacity due to physical or refusalmental illness), after a written notice thereof demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (ii) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and after procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable opportunity belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to cureact, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company shall have only the obligation to pay (x) accrued but unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to perform specific directives the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the Wintrust independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person, at which are consistent with meeting the scope Executive will have an opportunity to be heard. Failing such determination and nature of Executive’s duties and responsibilities as provided in Section 1 opportunity for hearing, any termination of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Agreement will be deemed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshave occurred without Cause.

Termination for Cause. If Executive is terminated The Company shall have the right to terminate Employee’s employment for Cause “Cause” (as determined by defined below) at any time, without prior notice. In the written resolution event of Wintrusttermination of Employee’s Board employment for Cause, all rights of Directors or the Compensation Committee or any successor committee Employee (and Employee’s dependents and legal representatives) under Sections 1, 2 and 3 of this Agreement shall cease as of the Wintrust Board date of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectsuch termination. For purposes of this Agreement, termination for “Cause” meansby the Company is defined as follows: (1) Employee is convicted of or pled guilty or nolo contendere to (i) Executivea felony that is likely to impair Employee’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, ability to perform specific directives approved by under this Agreement or otherwise have a majority significant adverse effect upon the Company, any of its affiliates, or any of their businesses or reputations, or (ii) a felony or misdemeanor which results in a term of incarceration in any correctional institution; (2) Employee commits or conspires to commit an act of dishonesty, theft, gross carelessness, or other misconduct against the Company or any of its affiliates; (3) has engaged in the abuse of alcohol or any illegal drug or intoxicant, or distributed or conspired to distribute any such substance, or engaged in the abuse of any prescription drug, during working hours or at any facilities of the Wintrust Company or any of its affiliates; (4) has committed or conspired to commit any act or series of acts that constitute unlawful harassment or discrimination based on an unlawful classification; (5) has committed or conspired to commit any act or series of acts without approval by the Company’s Board of Directors which are consistent with would have a significant adverse effect on the scope and nature Company, any of Executive’s duties and responsibilities as provided in Section 1 its affiliates, or any of this Agreementtheir businesses or reputations; (ii6) Habitual drunkenness has engaged in a willful or illegal grossly negligent failure to perform duties or services for the Company; (7) has improperly used or disclosed, or conspired to improperly use or disclose, confidential or proprietary information of drugs which interferes with the performance Company or any of Executiveits affiliates; (8) has committed any act or omission that constitutes a material breach by Employee of any of Employee’s duties and obligations or agreements under this Agreement; , but only after the Company has provided notice of such breach to Employee and Employee fails or refuses to correct such breach within ten (iii10) Executive’s conviction days of a felony; such notice; provided, however, that no prior notice is required for any event set forth in conditions (iv1) Any defalcation or acts through (7), inclusive, of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodythis Section 6(a); or (vii9) Executive’s engagement, during fails to relocate to California on a permanent basis with the performance intention of Executive’s duties hereunder, establishing residency in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsCalifornia within twelve (12) months after the effective date hereof.

Termination for Cause. If Executive is terminated (a) The Company may terminate the Executive’s employment for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For the purposes of this Agreement, termination for the Company shall have “Cause” means: to terminate employment hereunder only (i) if termination shall have been the result of an act or acts of dishonesty by the Executive constituting a felony and resulting or intended to result directly or indirectly in substantial gain or personal enrichment to the Executive at the expense of the Company; or (ii) upon the willful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive’s failure employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) bad judgment or refusalnegligence, after written notice thereof or (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to which the Executive was not legally entitled, or (iii) any act or omission believed in good faith to have been in or not opposed to the interest of the Company, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the By-Laws of the Company or the laws of the State of Delaware, in each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and after reasonable opportunity until there shall have been delivered to cure, to perform specific directives approved him a copy of a resolution duly adopted by the affirmative vote of a majority of the Wintrust entire membership of the Board at a meeting of Directors which are consistent the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the scope and nature Board), finding that in the good faith opinion of Executive’s duties and responsibilities as provided the Board the Executive was guilty of conduct set forth above in Section 1 of this Agreement; clauses (i) or (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance first sentence of this paragraph and specifying the particulars thereof in detail. (b) If the Executive’s duties employment shall be terminated for Cause, the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. The Company may terminate the Agreement and the Executive's employment hereunder immediately upon written notice to the Executive for "Cause" (as hereinafter defined). For purposes of the Agreement, the term "Cause" shall mean (i) the repeated failure or refusal of the Executive to perform the duties or render the services reasonably assigned to his from time to time by the Board of Directors (except during reasonable vacation periods or sick leave); (ii) the charging or indictment of the Executive in connection with a felony or willful misfeasance or nonfeasance; (iii) the association, directly or indirectly, of the Executive, for his profit or financial benefit, with any person, firm, partnership, association, entity or corporation that competes, in any material way, with the Company; (iv) the disclosing or using of any material "Confidential Information", "Trade Secrets" or “Material, Non-Public Information” (as those terms are defined in Section 9) of the Company at any time by the Executive, except as required in connection with his duties to the Company, (v) the breach by the Executive of his fiduciary duty or duty of trust to the Company, including the commission by the Executive of an act of fraud or embezzlement against the Company, (vi) trading, directly or indirectly, in the Company’s securities while in possession of material, non-public information (vii) any other material breach by the Executive of any of the terms or provisions of the Agreement or any other agreement between the Company and the Executive, which other material breach is not cured within thirty (30) business days of notice by the Company; or (vii) any other action by the Executive, which, in the good faith and reasonable determination of all of the members of the Company's Board of Directors, has the effect of materially injuring the reputation or business of the Company. If the Executive is terminated for Cause as determined Cause, the Executive shall have no further rights or entitlements under the Agreement, the Company shall have no further obligations to the Executive, and the Agreement shall be null and void, provided, however, that the Executive shall be entitled to be receive all unpaid, earned salary, wages and benefits, including accrued vacation pay and reimbursement for reasonable business expenses incurred prior to the date of termination, to the date of termination. It shall be the Company's burden to show that good "Cause" existed for termination under the Section by clear and convincing evidence, and any failure by the written resolution of Wintrust’s Board of Directors or Company to carry the Compensation Committee or any successor committee of burden shall convert the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, into a termination for “without "Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors ." Any termination which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction occurs within one year of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting change in or potentially resulting in economic loss control shall be presumed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the be a termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationswithout Cause.

Termination for Cause. If Executive is terminated the Optionee’s Service Relationship terminates for Cause as determined by the written resolution Cause, any portion of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust this Stock Option outstanding on such date shall terminate immediately except for Wintrustand be of no further force and effect. For purposes hereof, “Cause” shall mean, (i) the Optionee’s obligations described refusal to comply with any lawful directive or policy of the Board which refusal is not cured by the Optionee within ten (10) days of such written notice from the Company; (ii) the Company’s determination that, in Section 9(athe reasonable judgment of the Board, the Optionee has committed any act of dishonesty, embezzlement, unauthorized use or disclosure of confidential information or other intellectual property or trade secrets, common law fraud or other fraud against the Company or any Subsidiary or Affiliate; (iii) hereofa material breach by the Optionee of any written agreement with or any fiduciary duty owed to any Company or any Subsidiary of Affiliate; (iv) the Optionee’s conviction (or the entry of a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (v) the Optionee’s habitual or repeated misuse of, or habitual or repeated performance of the Optionee’s duties under the influence of, alcohol, illegally obtained prescription controlled substances or non-prescription controlled substances. Notwithstanding the foregoing, termination if the Optionee and the Company (or any of its Affiliates) have entered into an employment shall not affect the obligations of Executive thatagreement, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for consulting agreement or other similar agreement that specifically defines “cause,” then “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of shall have the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided meaning defined in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.such other agreement..

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (ia) Executive’s your continued failure to substantially perform your duties, as such duties exist at the time you enter into this Agreement or refusalas such duties thereafter may be modified with your written consent, as an employee of the Company or any other Subsidiary (other than any such failure resulting from your incapacity due to physical or mental illness) after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved demand for substantial performance is delivered by a majority of the Wintrust Board of Directors specifically identifying the manner in which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementBoard believes you have not substantially performed your duties; (iib) Habitual drunkenness or illegal use your dishonesty of drugs which interferes with a material nature that relates to the performance of Executive’s your duties as an employee of the Company or any other Subsidiary or the commission by you of an act of fraud upon, or willful misconduct toward, the Company or any Subsidiary, as reasonably determined by the Board after a hearing following ten days’ notice to you of such hearing and obligations under this Agreementat which hearing you will be present and have the opportunity to present your position; (iiic) Executive’s conviction your criminal conduct (other than minor infractions, traffic violations, or alleged criminal conduct for which you are entitled to indemnification with respect to such conduct under any indemnity agreement or arrangement between you and the Company) or your conviction, by a court of a felonycompetent jurisdiction, of any felony (or plea of nolo contendere thereto); (ivd) Any defalcation a material violation by you of your duty of loyalty to the Company or acts of gross any Subsidiary which results or willful misconduct of Executive resulting may reasonably be expected to result in material injury to the Company or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputationany Subsidiary; (ve) Any breach your failure to cease any conduct reasonably determined in good faith by the Board to be detrimental to the well-being or morale, or otherwise not in the best interest, of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust Company or any Affiliate for which Executive Subsidiary after written demand directing you to cease such conduct is also providing services delivered by any regulatory agency or bodythe Board specifically identifying such conduct and demanding cessation thereof; or (viif) Executive’s engagementyour use of alcohol which renders you unable to perform the essential functions of your position as an employee of the Company or your illegal use of illegal or controlled drugs or other substances (provided that the use of controlled drugs or substances as prescribed by a physician shall not constitute grounds for Cause). Any termination of your employment by the Company for Cause shall be communicated to you in a written notice of termination which shall set forth in reasonable detail the facts and circumstances, during if any, claimed to provide a basis for such termination. For purposes of this definition of Cause, the performance of Executive’s duties hereunderCompany shall mean Lighting Science Group Corporation, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancea Delaware corporation, or intentional if a Change of Control occurs and material violation on or after the date of applicable banking lawsthe Change of Control Lighting Science Group Corporation is merged, rulesreorganized or otherwise consolidated with or into another Person, the Person surviving the merger, reorganization or regulationsconsolidation.

Termination for Cause. If The Company shall have the right to terminate Executive's employment hereunder for the following causes (a "Termination for Cause"): (a) Conviction of Executive is terminated for Cause as determined for, or entry of a plea of guilty or nolo contendere by the written resolution of Wintrust’s Board of Directors or the Compensation Committee Executive with respect to, any felony or any successor committee crime involving an act of moral turpitude; (b) Commission by Executive of any act of fraud toward the Company or any of its affiliates; (c) Conduct which is materially detrimental to the reputation, goodwill or business operations of the Wintrust Board Company or its affiliates; (d) Neglect by Executive of Directorshis duties or breach by Executive of his duties or intentional misconduct by Executive in discharging such duties, all obligations in each case which is material in the context of Wintrust shall terminate immediately except for Wintrust’s obligations described his employment relationship with the Company; (e) Executive's continued absence from his duties without the consent of the board of directors of the Company after receipt of notification from the board referring to this clause, other than absence due to bona fide illness or disability, as defined herein; (f) Executive's failure or refusal to comply with the directions of the board of directors of the Company or with the policies, standards and regulations of the Company or its affiliates, provided that such directions, policies, standards or regulations do not require Executive (i) to take any action which is illegal, immoral or unethical or (ii) to fail to take any action required by applicable law, regulations or licensing standards, in each case where such failure or refusal to comply continues after receipt of the notification from the board of directors referring to this clause; or (g) Executive's breach of the restrictive covenants set forth in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions 5 of this Agreement, continue in effect. For purposes such case where such breach continues after a five (5) day period immediately following receipt of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority notification from the board of directors of the Wintrust Board Company referring to this clause. Upon the effectiveness of Directors which are consistent with any Termination for Cause by the scope and nature Company, payment of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations all compensation to Executive under this Agreement; Agreement shall cease immediately (iii) Executive’s conviction except for any payment of a felony; (iv) Any defalcation or acts compensation accrued but unpaid through the date of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate such Termination for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsCause).

Termination for Cause. If Executive is terminated Employer may terminate Employee's employment immediately for Cause as determined "cause" by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant notice to the express provisions of this Agreement, continue in effectEmployee. For purposes of this Agreement, a termination shall be for “Cause” means"cause" if the termination results from any of the following events: (i) ExecutiveEmployee’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority willful breach of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Habitual drunkenness Any documented misconduct by Employee as an executive or illegal use director of drugs Employer, or any subsidiary or affiliate of Employer for which interferes with Employee is performing services hereunder, which is material and adverse to the performance interests, monetary or otherwise, of ExecutiveEmployer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties and written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty, acts of moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer's unexcused failure to perform its obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A Documented failure to follow the reasonable, written order requiring instructions of the termination Board of Directors of Employer or Employer’s President and Chief Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyOfficer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material A willful violation of applicable banking lawsa material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the contrary, rulesif Employee's employment is terminated for cause, or regulationsEmployee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of termination.

Termination for Cause. If Executive is terminated The Company may terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: : (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company subsidiaries (other than a failure resulting from incapacity due to physical or refusalmental illness), after a written notice thereof demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties and after cured within thirty (30) days; or (ii) the willful engaging by the Executive in illegal conduct, gross misconduct, or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable opportunity belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to cureact, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company shall have only the obligation to pay (x) accrued by unpaid Base Compensation and (y) accrued but unpaid paid time off, including sick days, vacation days, and personal days, to perform specific directives the Executive after the effective date of such termination. This Agreement will not be deemed to have terminated for Cause unless a written determination specifying the reasons for such termination is made, approved by a majority of the Wintrust independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person, at which are consistent with meeting the scope Executive will have an opportunity to be heard. Failing such determination and nature of Executive’s duties and responsibilities as provided in Section 1 opportunity for hearing, any termination of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Agreement will be deemed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshave occurred without Cause.

Termination for Cause. If Executive is terminated The Company shall have the right to terminate Executive's employment at any time for Cause by giving Executive written notice of the effective date of termination (which effective date may, except as determined by otherwise provided below, be the written resolution date of Wintrust’s Board such notice). If the Company terminates Executive's employment for Cause, Executive shall be paid his unpaid Base Salary through the date of Directors or termination and the Compensation Committee amount of any unpaid Bonus to which Executive had become entitled under the Bonus Plan prior to the effective date of such termination and the Company shall have no further obli- gation hereunder from and after the effective date of termination and the Company shall have all other rights and remedies available under this or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described other agreement and at law or in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectequity. For purposes of this AgreementAgreement only, termination for “Cause” meansCause shall mean: (i) fraud, misappropriation, embezzlement, or other act of material misconduct against the Company or any of its affiliates; ii) substantial and willful failure to perform specific and lawful directives of the Board or any Supervising Officer, as reasonably deter- mined by the Board; iii) willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is materially injurious to the financial condition of the Company; iv) conviction of or plea of guilty or nolo contendere to a felony; or v) Executive’s failure 's loss of any personal gaming or refusalrelated regulatory approval or license required to perform his duties under this Agreement; provided, after however, that with regard to subparagraph ii) above, Executive may not be terminated for Cause unless and until the Board has given him reasonable written notice thereof of its intended actions and after specifically de- scribing the alleged events, activities or omissions giving rise thereto and with respect to those events, activities or omissions for which a cure is possible, a reasonable opportunity to curecure such breach; and provided, further, that for purposes of determining whether any such Cause is present, no act or failure to perform specific directives approved act by a majority Executive shall be considered "willful" if done or omitted to be done by Executive in good faith and in the reasonable belief that such act or omission was in the best interest of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services Company and/or required by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationslaw.

Termination for Cause. If Executive is (i) This Agreement and Employee’s employment may be terminated by Deerfield at any time for Cause as determined following delivery of a Notice of Termination to Employee. (ii) For purposes of this Agreement “Cause” shall mean: (A) the breach by the written resolution Employee of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions material provision of this Agreement, continue in effect. For purposes including, but not limited to, Sections 5, 6 and 7, or the Profits Interest Grant Agreement; (B) Employee’s commission of this Agreementa felony or violation of any law involving moral turpitude, termination for “Cause” means: dishonesty, disloyalty or fraud; (iC) Executiveany failure by Employee to substantially comply with any written rule, regulation, policy or procedure of Deerfield or any Affiliate of Deerfield applicable to Employee, which noncompliance could reasonably be expected to have a material adverse effect on the business of Deerfield or any such Affiliate; (D) any failure by Employee to comply with Deerfield’s, or any Affiliate of Deerfield’s, policies with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ applicable to Employee; (E) a willful material misrepresentation at any time by Employee to any member of the Board or any director or superior executive officer of Deerfield or any of its Affiliates; (F) Employee’s willful failure or refusalrefusal to comply with any of Employee’s material obligations hereunder or a reasonable and lawful instruction of the Board or the person to whom Employee reports; or (G) commission by Employee of any act of fraud or gross negligence in the course of Employee’s employment hereunder or any other action by Employee, in either case that is determined to be detrimental to Deerfield or any of its Affiliates (which determination, in the case of gross negligence or such other action, shall be made by the Board in its reasonable discretion); provided, however, that, except for any willful or grossly negligent acts or omissions, the commission of any act or omission described in clause (A) or (C) that is capable of being cured shall not constitute Cause hereunder unless and until Employee, after written notice thereof and after from Deerfield to Employee specifying the circumstances giving rise to Cause under such clause, shall have failed to cure such act or omission to the reasonable opportunity to cure, to perform specific directives approved by a majority satisfaction of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; within ten (ii10) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsbusiness days after such notice.

Termination for Cause. If Notwithstanding any provision of this Agreement to the contrary, no Severance Payment shall be payable to Executive under Paragraph B hereof if Executive’s employment is terminated for any of the following reasons or while grounds for termination under the following Subparagraphs exist: (a) In the event the Executive is terminated for Cause cause (“Cause”) as a result of Executive’s material failure to perform or neglect of the duties of his or her employment, Executive’s engagement in conduct which adversely affects or could adversely affect the Bank’s reputation in the community or which evidences the lack of Executive’s fitness or ability to perform Executive’s duties as reasonably determined by the Board in good faith; Executive’s material breach of any written resolution Bank policy; Executive’s conviction of Wintrust’s Board or plea of Directors guilty or the Compensation Committee nolo contendere to any felony or other crime involving moral turpitude; or any successor committee material act that involves fraud or deceit. (b) In the event of Executive’s death or if Executive is found to be physically or mentally disabled (as hereinafter defined) by the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectgood faith. For purposes of this AgreementAgreement only, termination physical or mental disability shall be defined as Executive having been unable to fully perform the essential functions of his or her duties to the Bank for “Cause” means:a continuous period of four (4) months. (c) In the event Executive is suspended and/or temporarily prohibited from participating in the conduct of the Bank’s affairs by notice served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) and (g)(1)). In such case, the Bank’s obligations under this Agreement shall be suspended as of the date of service, unless stayed by appropriate proceedings. If the charges in the notice are dismissed, the Bank may in its discretion: (i) Executive’s failure pay Executive all or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority part of the Wintrust Board of Directors which are consistent with the scope compensation withheld while its obligations under this Agreement were suspended; and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness reinstate (in whole or illegal use in part) any of drugs its obligations which interferes with were suspended. (d) In the performance event Executive is removed and/or permanently prohibited from participating in the conduct of Executivethe Bank’s duties and affairs by an order issued under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C. Section 1818(e)(3) or (g)(1)). In such case, all obligations of the Bank under this Agreement shall terminate as of the effective date of the order, but vested rights of the parties shall not be affected. (e) In the event the Bank is in default (as defined in Section 3(x)(l) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(x)(l)). In such case, all obligations under this Agreement;Agreement shall terminate as of the date of default, but vested rights of the parties shall not be affected. (iiif) Executive’s conviction In the event the Federal Deposit Insurance Corporation enters into (i) an agreement to provide assistance to or on behalf of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants the Bank under the authority contained in Sections 4 through 6 hereof; Section 11 of the Federal Deposit Insurance Act (vi12 U.S.C. Section 1821); or (ii) A written order requiring the termination Federal Deposit Insurance Corporation or the California Commissioner of Executive from Executive’s position with Wintrust Financial Institutions or any Affiliate his or her designee approves a supervisory merger to resolve problems related to the operation of the Bank when the Bank is in an unsafe or unsound condition, at the time the Bank enters into such an agreement such a supervisory merger is approved, all obligations under this Agreement shall be terminated, except to the extent it is determined that continuation of the Agreement is necessary for which Executive the continued operation of the Bank. In the event this Agreement is also providing services terminated, vested rights of the parties shall not be affected by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationssuch action.

Termination for Cause. If (a) The Bank may terminate Executive’s employment at any time, but any termination other than termination for “Cause,” as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive is terminated shall have no right to receive compensation or other benefits for Cause any period after termination for “Cause.” The term “Cause” as determined used herein, shall exist when there has been a good faith determination by the written resolution Board that there shall have occurred one or more of Wintrust’s the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board of Directors will likely cause substantial economic damage to the Company or the Compensation Committee Bank or any successor committee substantial injury to the business reputation of the Wintrust Board Company or the Bank; (iii) the commission by the Executive of Directors, all obligations an act of Wintrust shall terminate immediately except for Wintrustfraud in the performance of his duties on behalf of the Company or the Bank; (iv) the continuing willful failure of the Executive to perform his duties to the Company or the Bank (other than any such failure resulting from the Executive’s obligations described incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in Section 9(areasonable detail) hereofand a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, termination of employment Cause shall not affect the obligations of Executive that, pursuant be deemed to exist unless there shall have been delivered to the express provisions Executive a copy of this Agreement, continue in effect. For purposes a resolution duly adopted by the affirmative vote of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by not less than a majority of the Wintrust entire membership of the Board at a meeting of Directors the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which are consistent with the scope and nature Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of Executive’s the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties and responsibilities hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as provided more fully described in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations10 below.

Termination for Cause. If Executive is terminated The Company may terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: : (ia) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or refusalmental illness), after a written notice thereof demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s written policies and procedures, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, subject to paragraph 6.6 of this Agreement, the Company will not have any obligation to provide any further payments or benefits to the Executive after reasonable opportunity the effective date of such termination. This Agreement will not be deemed to curehave terminated for Cause unless a written determination specifying the reasons for such termination is made, to perform specific directives approved by a majority of the Wintrust independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location to be attended by the members of the Board of Directors in person within the following thirty (30) days, at which are consistent with meeting the scope Executive will have an opportunity to be heard. Failing such determination and nature of Executive’s duties and responsibilities as provided in Section 1 opportunity for hearing, any termination of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Agreement will be deemed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshave occurred without Cause.

Termination for Cause. If Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination ▇▇▇▇▇▇ Savings may terminate Executive’s employment for “Cause” means: if: (i) Executive’s failure Executive commits a felony or refusalany other crime involving dishonesty or breach of trust, or Executive commits any other crime involving moral turpitude with respect to ▇▇▇▇▇▇ Savings or that negatively impacts ▇▇▇▇▇▇ Savings or involving physical harm to any person (not arising to a felony) that negatively impacts ▇▇▇▇▇▇ Savings; (ii) Executive engages in conduct that is in bad faith and materially injurious to ▇▇▇▇▇▇ Savings, including but not limited to misappropriation of any ▇▇▇▇▇▇ Savings property, misappropriation of trade secrets, fraud or embezzlement; (iii) Executive commits a material breach of this Agreement which breach is not cured within thirty (30) days after written notice thereof and after reasonable opportunity to cureExecutive from ▇▇▇▇▇▇ Savings, unless such breach is not curable, in which case there shall be no cure period; (iv) Executive willfully refuses to perform specific directives approved by implement or follow a majority lawful policy or directive of the Wintrust Board of Directors of ▇▇▇▇▇▇ Savings, which are consistent with the scope and nature of Executive’s duties and responsibilities as provided breach is not cured within thirty (30) days after written notice to Executive from ▇▇▇▇▇▇ Savings, unless such breach is not curable, in Section 1 of this Agreement; (ii) Habitual drunkenness which case there shall be no cure period or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach Executive engages in misfeasance or malfeasance demonstrated by a pattern of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the failure to perform job duties diligently and professionally. Upon termination of for Cause, ▇▇▇▇▇▇ Savings shall pay to Executive from Executive’s position with Wintrust or any Affiliate for all compensation to which Executive is also providing services entitled up through the date of termination, subject to all rights, remedies and defenses of ▇▇▇▇▇▇ Savings; and thereafter all obligations of ▇▇▇▇▇▇ Savings under this Agreement shall cease. For purposes of this Cause definition, an act or omission based upon a resolution duly adopted by any regulatory agency the Board of Directors of either ▇▇▇▇▇▇ Savings or body; or (vii) Executive’s engagement, during DFC or advice of counsel for ▇▇▇▇▇▇ Savings or DFC shall be conclusively presumed to have been done or omitted in good faith and in the performance best interests of Executive’s duties hereunder, in acts ▇▇▇▇▇▇ Savings or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsan affiliate.

Termination for Cause. If Employer may terminate Executive’s employment for cause as hereinafter defined. “Cause” shall mean: (i) a material violation by Executive is terminated for Cause of any applicable material law or regulation respecting the business of Employer or its Affiliates; (ii) Executive’s commission of an action constituting a felony, an act of dishonesty in connection with the performance of Executive’s duties as an officer of Employer, or an act which disqualifies Executive from serving as an officer of Employer; (iii) Executive’s willful or negligent failure to perform his duties hereunder in any material respect; (iv) Executive’s failure (as determined by the written resolution of Wintrust’s Board of Directors of Employer (the “Board”)) to comply with the reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board or the Compensation Committee President and Chief Executive Officer, provided that the implementation of such rules, regulations, policies, directions and restrictions would not give the Executive the right to terminate for Constructive Discharge under Section 6(c)(i)(B) unless Executive did not object in writing to such rules, regulations, policies, directions or restrictions within ten (10) days after their implementation; or (v) Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the “FDIA”), or any successor committee other applicable state or federal law. Executive shall be entitled to at least thirty (30) days’ prior written notice of Employer’s intention to terminate Executive’s employment for any Cause specifying the Wintrust grounds for such termination, a reasonable opportunity to cure any conduct or act, if curable, alleged as grounds for such termination, and a reasonable opportunity to present to the Board Executive’s position regarding any dispute relating to the existence of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereofsuch cause. Notwithstanding the foregoing, Upon a termination of Executive’s employment with Employer for Cause, Executive shall be entitled to receive from Employer only the Earned Amounts and Employer shall not affect the be obligated to pay Executive any bonus or other compensation of any kind, or have any further obligations to Executive; provided, however, Executive shall not forfeit any rights Executive may have under any welfare or retirement benefit plans of Executive that, pursuant to the express provisions of this Agreement, continue in effectEmployer. For purposes of this Agreement, Executive’s employment shall be deemed to have been terminated for Cause as of the date of termination if, after Executive’s employment is terminated, facts and circumstances are discovered that would have justified, in the Board’s opinion, a termination for “Cause” means: (i) . If Executive’s failure or refusal, after written notice thereof and after reasonable opportunity termination is determined to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities be for Cause as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of immediately preceding sentence, Executive resulting in or potentially resulting in economic loss shall, upon notice from Employer, immediately repay all amounts paid to Wintrust or substantial damage Executive pursuant to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the his termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsemployment.

Termination for Cause. If Executive is terminated for Cause as determined by The Company may, with the written resolution approval of Wintrust’s a --------------------- majority of the Board of Directors of the Company, terminate the employment of the Employee hereunder at any time during the Employment Period for "cause" (such termination being hereinafter called a "Termination for Cause") by giving the Employee notice of such termination, upon the giving of which such termination shall take effect immediately. For the purposes of this Section 8, "cause" shall mean (a) the Employee's willful misconduct with respect to the business and affairs of the Company or any subsidiary or affiliate thereof, (b) the Employee's neglect of duties or failure to act which can reasonably be expected to materially and adversely affect the business or affairs of the Company or any subsidiary or affiliate thereof, (c) the Employee's breach of this Agreement or of his confidentiality obligation to the Company or its majority owner, VIMRX, (d) the commission by the Employee of an act involving embezzlement or fraud or (e) the Employee's indictment for any crime; provided, --------- however, that (i) in the event of a Termination for Cause, solely pursuant to ------- clause (e) hereof, and such indictment is subsequently withdrawn or the Compensation Committee Employee is subsequently acquitted of such crime (and has not at such time been convicted of any other crime), then upon such withdrawal or any successor committee acquittal the Employee shall be entitled to the payments provided for pursuant to Section 11(c) hereof, and (ii) in the event of a Termination for Cause, solely pursuant to clauses (a) or (b) hereof, the Company shall first provide written notice to the Employee specifying the manner in which Employee has engaged in willful misconduct or has neglected or failed to act, and Employee shall have 30 days after receipt of such notice to cure such specified matters, and if a cure is effected, in the reasonable determination of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding within such 30-day period, the foregoing, termination of employment Company shall not affect have the obligations of Executive that, pursuant right to effect a Termination for Cause relating to the express provisions of this Agreement, continue matters specified in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationssuch notice.

Termination for Cause. If Executive is terminated the Awardee’s employment terminates for Cause (as defined below), all unvested RSUs shall terminate immediately and be of no further force and effect. For purposes hereof, unless otherwise provided in an employment agreement between CICC:2008 Page 3 of 3 DM_US 158324549-6.092607.0011 the Company and the Awardee, a termination of employment for “Cause” shall mean, the occurrence of one or more of the following: (i) the Awardee is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or any Subsidiary, as determined by the written resolution Administrator (as defined by the Plan) in good faith in its sole discretion; (ii) the Awardee engages in a fraudulent act to the material damage or prejudice of Wintrust’s Board of Directors or the Compensation Committee Company or any successor committee Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Wintrust Board of DirectorsCompany or any Subsidiary, all obligations as determined by the Administrator in good faith in its sole discretion; (iii) any material act or omission by the Awardee involving malfeasance or negligence in the performance of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant Awardee’ s duties to the express provisions Company or any Subsidiary to the material detriment of this Agreementthe Company or any Subsidiary, continue as determined by the Administrator in effect. For purposes of this Agreementgood faith in its sole discretion, termination for “Cause” means: which has not been corrected by the Awardee within thirty (i30) Executive’s failure or refusal, days after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority from the Company of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness any such act or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; omission; (iv) Any defalcation failure by the Awardee to comply in any material respect with any written policies or acts directives of gross the Company as determined by the Administrator in good faith in its sole discretion, which has not been corrected by the Awardee within ten (10) days after written notice from the Company of such failure; or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any material breach by the Awardee of Executive’s covenants contained any non-competition, non-solicitation, confidentiality or similar agreements between the Awardee and the Company as determined by the Administrator in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, good faith in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsits sole discretion.

Termination for Cause. If Executive is terminated The Company shall have the right to terminate Executive’s employment hereunder for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreementhereof, termination for “Cause” means: shall be defined as the Board’s good faith determination that the Executive has: (i) Executive’s failure been convicted of or refusal, after written notice thereof and after reasonable opportunity entered a plea of nolo contendere with respect to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; criminal offense constituting a felony; (ii) Habitual drunkenness committed one or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in more acts or omissions constituting fraud, intentional embezzlement or breach of a fiduciary obligationduty to the Company; (iii) committed one or more acts constituting gross negligence or willful misconduct; (iv) habitually abused alcohol or any controlled substance or reported to work under the influence of alcohol or any controlled substance (other than a controlled substance which Employee is properly taking under a current prescription), intentional wrongdoing (v) engaged in harassment of any employee or malfeasance, or intentional and customer of the Company in violation of Company policy; (vii) committed a material violation of applicable banking lawsany Company policy; (viii) been insubordinate or dishonest; (ix) engaged in self-dealing or in any act constituting a conflict of interest; (ix) exposed the Company to criminal liability through negligence or wrongdoing of any kind; (x) disclosed the Company’s confidential information in violation of his obligations under this Agreement; or (xi) failed, rulesafter written warning from the Board specifying in reasonable detail the breach(es) complained of, to substantially perform his duties under this Agreement (excluding, however, any failure to meet any performance targets or regulationsto raise capital) Notwithstanding the foregoing in the event of a Change of Control, a termination by the Company of the Executive for any reason during the twelve (12) month period immediately following the Change of Control, other than an intentional and malicious act or omission resulting in material adverse consequences to the Company, shall be deemed to be a termination without Cause for all purposes of this Agreement.

Termination for Cause. If (a) The Association may terminate Executive’s employment at any time, but any termination other than termination for “Cause,” as defined herein, shall not prejudice Executive’s right to compensation or other benefits under this Agreement. Executive is terminated shall have no right to receive compensation or other benefits for Cause any period after termination for “Cause.” The term “Cause” as determined used herein, shall exist when there has been a good faith determination by the written resolution Board that there shall have occurred one or more of Wintrust’s the following events with respect to the Executive: (i) the conviction of the Executive of a felony or of any lesser criminal offense involving moral turpitude; (ii) the willful commission by the Executive of a criminal or other act that, in the judgment of the Board of Directors will likely cause substantial economic damage to the Company or the Compensation Committee Association or any successor committee substantial injury to the business reputation of the Wintrust Board Company or the Association; (iii) the commission by the Executive of Directors, all obligations an act of Wintrust shall terminate immediately except for Wintrustfraud in the performance of his duties on behalf of the Company or the Association; (iv) the continuing willful failure of the Executive to perform his duties to the Company or the Association (other than any such failure resulting from the Executive’s obligations described incapacity due to physical or mental illness) after written notice thereof (specifying the particulars thereof in Section 9(areasonable detail) hereofand a reasonable opportunity to be heard and cure such failure are given to the Executive by the Board; or (v) an order of a federal or state regulatory agency or a court of competent jurisdiction requiring the termination of the Executive’s employment by the Company. Notwithstanding the foregoing, termination of employment Cause shall not affect the obligations of Executive that, pursuant be deemed to exist unless there shall have been delivered to the express provisions Executive a copy of this Agreement, continue in effect. For purposes a resolution duly adopted by the affirmative vote of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by not less than a majority of the Wintrust entire membership of the Board at a meeting of Directors the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for the Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct described above and specifying the particulars thereof. Prior to holding a meeting at which are consistent with the scope and nature Board is to make a final determination whether Cause exists, if the Board determines in good faith at a meeting of Executive’s the Board, by not less than a majority of its entire membership, that there is probable cause for it to find that the Executive was guilty of conduct constituting Cause as described above, the Board may suspend the Executive from his duties and responsibilities hereunder for a reasonable period of time not to exceed fourteen (14) days pending a further meeting at which the Executive shall be given the opportunity to be heard before the Board. Upon a finding of Cause, the Board shall deliver to the Executive a Notice of Termination, as provided more fully described in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations10 below.

Termination for Cause. If Executive is terminated for Cause as determined by The Company may terminate the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee employment --------------------- of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding Executive hereunder if the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure commits any violation of any law, rule or refusalregulation or of a cease and desist order with respect to Premier, after written notice thereof and after reasonable opportunity the Company or any of their subsidiaries (each hereinafter referred to cureas a "Subsidiary") which has become final, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness engages or illegal use participates in any unsafe or unsound practice in connection with Premier, the Company or any Subsidiary regardless of drugs which interferes with whether actual harm or damages result to Premier, the performance of Executive’s duties and obligations under this Agreement; Company or any Subsidiary, (iii) commits or engages, or fails to commit or engage, in any act or practice, which action or practice or the failure to engage in such action or practice involves personal dishonesty on the part of the Executive or demonstrates a willful or continuing disregard for the best interests of Premier, the Company, or any Subsidiary, (iv) is adjudicated to be of an unsound mind, (v) is adjudicated to be bankrupt, (vi) intentionally destroys the property of Premier, the Company or any Subsidiary, (vii) breaches or violates in any material respect any agreement with Premier, the Company or any Subsidiary signed by the Executive’s conviction , including, but not limited to, this Agreement and any other confidentiality and nondisclosure agreements, (viii) engages in dishonorable or disruptive behavior, practices or acts that would be reasonably expected to harm or bring into disrepute Premier, the Company or any Subsidiary, or any of their businesses or employees, (ix) is convicted of a felony; , or (ivx) Any defalcation or acts continually fails to substantially perform his duties under Section 3 hereof for a period of gross or willful misconduct thirty (30) days (other than as a result of a disability pursuant to Section 6(g) hereof) after delivery by the Company to the Executive resulting in or potentially resulting in economic loss of a written demand for substantial performance, stating with reasonable detail the nature of such failure and affording the Executive an opportunity, as soon as practicable, to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring correct the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.specified. Termination pursuant to this Section 6(a) shall be referred to herein as a "

Termination for Cause. If Executive is terminated for Cause as determined (a) In addition to any other rights or remedies provided by the written resolution of Wintrust’s Board of Directors law or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of the Company may terminate Executive’s employment under this Agreement, termination for “Cause” meansAgreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company (or any subsidiary thereof) and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of such as offense is sustained on appeal; or (ii) the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Directors; (B) willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or (C) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and that, in the case of any violation or failure referred to in clause (A), (B) or (C) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may effect such termination for cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior to the date of termination set forth therein; provided, however, that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, explains to the reasonable satisfaction of the Company’s Board of Directors why the facts relied upon by the Company in terminating Executive’s employment do not constitute a For Cause Event (as defined below) or that Executive has ceased any such claimed violation and/or cured any such failure to perform within such 20 day period. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (C) of paragraph (ii) thereof (each, a “For Cause Event”), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive’s failure to defend against such Proceeding or refusalto answer any complaint filed against him therein, after written notice or to deny any claim, charge, averment, or allegation thereof and after reasonable opportunity to cure, to perform specific directives approved by asserting or based upon the occurrence of a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementFor Cause Event; (ii) Habitual drunkenness any judgment, award, order, decree or illegal use other adjudication or ruling in any such Proceeding finding or based upon the occurrence of drugs a For Cause Event; or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which interferes with Executive expressly admits the performance occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company’s Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants the termination of Executive’s duties employment hereunder, the Company’s Board of Directors shall take the following factors, to the extent applicable and obligations under this Agreementmaterial, into account: (i) whether the Company’s Board of Directors directed or authorized Executive to take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) Executive’s conviction of a felony;whether any lesser sanction would be appropriate and effective; and (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic any adverse effect that the loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancewould have, or intentional and material violation of applicable banking lawsbe reasonably likely to have, rules, or regulationsupon the Company.

Termination for Cause. If Executive is terminated Employer may terminate Employee’s employment immediately for Cause as determined “cause” by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant notice to the express provisions of this Agreement, continue in effectEmployee. For purposes of this Agreement, a termination shall be for “Causecause” meansif the termination results from any of the following events: (i) ExecutiveEmployee’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority willful breach of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 any material provision of this Agreement, which breach Employee shall have failed to cure within thirty (30) days following Employer’s written notice to Employee specifying the nature of the breach; (ii) Habitual drunkenness Any documented misconduct by Employee as an executive or illegal use director of drugs Employer, or any subsidiary or affiliate of Employer for which interferes with Employee is performing services hereunder, which is material and adverse to the performance interests, monetary or otherwise, of ExecutiveEmployer or any subsidiary or affiliate of Employer; (iii) Unreasonable neglect or refusal to perform the duties assigned to Employee under or pursuant to this Agreement, unless cured within thirty (30) days following Employer’s duties and written notice to Employee specifying the nature of the neglect or refusal; (iv) Conviction of a crime involving any act of dishonesty or moral turpitude, or the commission of a felony; (v) Adjudication as a bankrupt, which adjudication has not been contested in good faith, unless bankruptcy is caused directly by Employer’s unexcused failure to perform its obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A Documented failure to follow the reasonable, written order requiring instructions of the termination Board of Directors of Employer or Employer’s President and Chief Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyOfficer, provided that the instructions do not require Employee to engage in unlawful conduct; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material A willful violation of applicable banking lawsa material rule or regulation of the Office of the Comptroller of the Currency or of any other regulatory agency governing Employer or any subsidiary or affiliate of Employer. Notwithstanding any other term or provision of this Agreement to the contrary, rulesif Employee’s employment is terminated for cause, or regulationsEmployee shall forfeit all rights to payments and benefits otherwise provided pursuant to this Agreement; provided, however, that Base Salary shall be paid through the date of termination.

Termination for Cause. If Executive is terminated CBS may, at its option, terminate your employment under this Agreement forthwith for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust and thereafter shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and have no further obligations under this Agreement; , including, without limitation, any obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i) your willful and material failure substantially to perform your lawful duties to CBS (other than as a result of total or partial incapacity due to physical or mental illness) or your willful and material failure to follow the lawful direction that is appropriate to your position from an executive(s) in your reporting line; (ii) material dishonesty in the performance of your duties to CBS; (iii) Executive’s conviction of a felony; felony under the laws of the United States or any state thereof, (iv) Any defalcation your willful and material misconduct in connection with your duties to CBS or acts any willful act or omission which is materially injurious to the financial condition or business reputation of gross the CBS or willful misconduct any of Executive resulting in its subsidiaries or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; affiliates; (v) Any your willful and material breach of Executive’s covenants contained in Sections 4 through 6 hereof; the terms of this Agreement or any non-compete, non-solicitation or confidentiality provisions to which you are subject; (vi) A written order requiring your willful failure to cooperate with a bona fide internal investigation or investigation by regulatory or law enforcement authorities or the termination destruction or failure to preserve documents or other material reasonably likely to be relevant to such an investigation, or the inducement of Executive from Executive’s position with Wintrust others to fail to cooperate or any Affiliate for which Executive is also providing services by any regulatory agency to destroy or bodyfail to produce documents or other material; or or (vii) Executive’s engagementyour willful failure to comply with the material written policies of CBS, during including the performance CBS Business Conduct Statement or successor conduct statement as they apply from time to time; provided, that any act or omission that is or would constitute grounds for a termination for Cause shall not constitute such grounds for a termination for Cause if: (A) CBS does not send a notice of Executive’s duties hereundertermination (in accordance with Section 13) to you within 45 days after CBS learns or should have learned of the occurrence of the event; or (B) in regard to section 9(a)(i) or (v) above, you cure the act or omission that would give rise to a Termination for Cause within 20 days after the delivery of the notice of termination (in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsaccordance with Section 13).

Termination for Cause. If At any time during the Term, the Company may terminate this Agreement and the Executive’s employment with the Company, at any time, for “Cause.” For purposes of this Agreement, “Cause” shall mean any of the following: (i) the neglect or failure or refusal of Executive is terminated for Cause to perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee in their sole discretion; (ii) the engaging by Executive in gross negligence or misconduct which is injurious to the Company or any successor committee of its affiliates, monetarily or otherwise; (iii) perpetration of an intentional and knowing fraud against or affecting the Company or any of its affiliates or any customer, client, agent, or employee thereof; (iv) any willful or intentional act that could reasonably be expected to injure the reputation, business, or business relationships of the Wintrust Board Company or any of Directors, all obligations of Wintrust shall terminate immediately except for Wintrustits affiliates or Executive’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: reputation or business relationships; (iv) Executive’s material failure or refusalto comply with, after written notice thereof and after reasonable opportunity to cureand/or a material violation by Executive of, to perform specific directives approved by a majority the internal policies of the Wintrust Board Company or any of Directors which are consistent with the scope and nature of its affiliates and/or procedures or any laws or regulations applicable to Executive’s duties and responsibilities conduct as provided in Section 1 an employee of this Agreement; the Company; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iiivi) Executive’s conviction (including conviction on a nolo contendere plea) of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust felony or any Affiliate for which Executive is also providing services by any regulatory agency crime involving fraud, dishonesty or bodymoral turpitude; or (vii) the breach of a covenant set forth in Sections 10, 11 or 12 herein; or (viii) any other material breach by Executive of this Agreement; provided, however, that, if susceptible of cure, a termination by the Company under Sections 9(c)(i), 10(c)(v) or 10(c)(viii) herein shall be effective only if, within 14 days following delivery of a written notice by the Company to Executive that the Company is terminating his employment for Cause, Executive has failed to cure the circumstances giving rise to Cause. If this Agreement and the Executive’s engagement, during employment is terminated for “Cause,” following the performance of Executive’s duties last date of employment with the Company, the Company shall have no further obligations or liability to the Executive or his heirs, administrators or Executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive (i) any earned but unpaid base salary through the Executive’s last date of employment, at the rate then in effect, (ii) for any unused accrued and unforfeited vacation, and (iii) subject to Section 8 herein, for any unreimbursed business expenses incurred by the Executive prior to the last date of employment with the Company. The Company shall deduct, from all payments made hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional all applicable taxes and material violation of applicable banking laws, rules, or regulationsother appropriate deductions.

Termination for Cause. If Executive is terminated NBTB may terminate Executive’s employment for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant notice to the express provisions of this Agreement, continue in effectExecutive. For purposes of this Agreement, termination for “Cause” means: shall mean Executive’s: (i1) Executive’s failure personal dishonesty, incompetence (which shall be measured against standards generally prevailing in the financial institutions industry), willful or refusalgross misconduct with respect to the business and affairs of NBTB or NBT Bank, or with respect to any of their affiliates for which Executive is assigned material responsibilities or duties; (2) willful neglect, failure, or refusal to carry out his duties hereunder in a reasonable manner after a written notice thereof and after reasonable opportunity demand for substantial performance is delivered to cure, to perform specific directives approved by a majority of Executive that specifically identifies the Wintrust Board of Directors manner in which are consistent with the scope and nature of Executive’s NBTB believes that Executive has not substantially performed his duties and responsibilities as provided in Section 1 Executive has not resumed such substantial performance within 21 days of this Agreement; receiving such demand; (ii3) Habitual drunkenness willful violation of any law, rule, or illegal use of drugs which interferes with regulation (other than traffic violations or similar offenses) or the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; , whether or not committed in the course of his employment with NBTB; (iv4) Any defalcation being a specific subject of a final cease and desist order from, written agreement with, or acts other order or supervisory direction from, any federal or state regulatory authority; (5) conduct tending to bring NBTB, NBT Bank or any of gross their affiliates into public disgrace or willful misconduct of Executive resulting in disrepute; or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v6) Any breach of any representation or warranty in section 6(a) hereof or of any agreement contained in section 1, 4, 5 or 6(b) hereof. Notwithstanding any other term or provision of this Agreement to the contrary, if Executive’s covenants contained in Sections 4 employment is terminated for Cause, Executive shall forfeit all rights to compensation and benefits otherwise provided pursuant to this Agreement; provided, however, that the Base Salary shall be paid through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsTermination Date.

Termination for Cause. If Executive The Company may terminate Officer's employment with the Company for Cause. In the event Officer's employment with the Company is terminated by the Company "Cause", this Agreement will terminate effective upon such termination for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or and Officer shall not be entitled to any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions benefits of this Agreement, continue in effectAgreement through the date of such termination or otherwise. For purposes of this Agreement, termination for “the Company shall have "Cause” means: " to terminate the Officer's employment only on the basis of: (ia) Executive’s The Officer's willful and continued failure or refusal, after written notice thereof and after reasonable opportunity to cure, substantially to perform specific directives approved his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Officer by a majority of the Wintrust Company's Board of Directors which are consistent with specifically identifies the scope manner in which such Board of Directors believes that the Officer has not substantially performed his duties; or (b) The Officer's willful engagement in conduct materially and nature of Executive’s duties and responsibilities as provided in Section 1 demonstrably injurious to the Company. For purposes of this Agreement; subsection, no act or failure to act on Officer's part shall be considered "willful" unless done, or omitted to be done, by the Officer not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Officer shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Officer a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership (iiexcluding Officer) Habitual drunkenness of the Company's Board of Directors, at a meeting of the Board of Directors called and held for the purpose, finding that in the good faith opinion of the Board of Directors, Officer was guilty of conduct set forth in subsection (a) or illegal use (b) of drugs which interferes with this Section and specifying the performance particulars thereof in detail. If Officer believes that the Company does not have Cause to terminate Officer's employment, Officer may request, by written notice to the Company given within thirty (30) days from the date Officer a copy of Executive’s duties the resolution referred to above, that the question of Cause to terminate Officer's employment be submitted to final and obligations binding arbitration under the Oklahoma Arbitration Act. Pending the arbitration decision, Officer shall be entitled to receive all of Officer's benefits under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations. 12.

Termination for Cause. If The Employer may terminate the Executive's employment at any time for Cause, after providing Executive is terminated for Cause as determined with at least 30 days' notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, "Cause" means the wilful and continued failure by the written resolution Executive to substantially perform, or otherwise properly carry out, the Executive's duties on behalf of Wintrust’s Board Parent or an affiliate, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of Directors the Employer or any applicable affiliate (other than any such failure resulting from the Executive's disability or incapacity due to physical or mental illness), or the Compensation Committee Executive wilfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any successor committee similar intentional act which is materially injurious to Parent or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Wintrust Board of DirectorsEmployer or an affiliate, all obligations of Wintrust shall terminate immediately except or any other act or omission constituting cause for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be considered "wilful" unless done, or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive's action or omissions were in, or not affect opposed to, the obligations best interests of the Employer and its affiliates. In the event of termination for Cause, all unvested stock options or other awards granted to the Executive that, pursuant to the express provisions terms of this Agreement, continue in effectthe Parent's Stock Option Plan (the "Option Plan") will immediately be void on the date the Employer notifies the Executive of such termination. For purposes In the event of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority the rights of the Wintrust Board of Directors which are consistent Executive with respect to any performance share units ("PSUs") granted pursuant to the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; Parent's Performance Share Unit Plan (iithe "PSU Plan") Habitual drunkenness or illegal use of drugs which interferes with will be governed pursuant to the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsPSU Plan.

Termination for Cause. If Executive is terminated The Company may terminate this Agreement for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For purposes of this Agreement, termination for “Cause” means: : (ia) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of the Company Entities (other than a failure resulting from incapacity due to physical or refusalmental illness), after a written notice thereof demand for substantial performance is delivered to the Executive by the Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive has not substantially performed the Executive’s duties; or (b) the willful engaging by the Executive in illegal conduct, gross misconduct or a clearly established violation of the Company’s code of conduct, in each case which is materially and demonstrably injurious to the Company. For purposes of this provision, an act or failure to act, on the part of the Executive, will not be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board of Directors or based on the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after reasonable opportunity the effective date of such termination. This Agreement will not be deemed to curehave terminated for Cause unless a written determination specifying the reasons for such termination is made, to perform specific directives approved by a majority of the Wintrust independent and disinterested members of the Board of Directors of the Company and delivered to the Executive. Thereafter, the Executive will have the right for a period of thirty (30) days to request a Board of Directors meeting to be held at a mutually agreeable time and location within the following thirty (30) days, at which are consistent with meeting the scope Executive will have an opportunity to be heard. Failing such determination and nature of Executive’s duties and responsibilities as provided in Section 1 opportunity for hearing, any termination of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss Agreement will be deemed to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationshave occurred without Cause.

Termination for Cause. If Executive is terminated for Cause as determined by The Company may terminate the written resolution engagement of Wintrust’s Director if the Board of the Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” meansCompany determines that Director has: (ia) Executive’s failure materially breached any provision hereof or refusal, after written notice thereof and after reasonable opportunity to cure, habitually neglected the duties which Director was required to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 under any provision of this Agreement; (iib) Habitual drunkenness misappropriated funds or illegal use property of drugs which interferes the Company or otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts of moral turpitude, even if not in connection with the performance of ExecutiveDirector’s duties and obligations under this Agreementhereunder, which could reasonably be expected to result in serious prejudice to the interests of the Company if Director were retained as a director; (iiic) Executive’s conviction secured any personal profit not completely disclosed to and approved by the Company in connection with any transaction entered into on behalf of a felonyor with the Company or any affiliate of the Company; (ivd) Any defalcation died, or acts become and remained incapacitated (either physically, mentally or otherwise) for a period of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss ninety (90) consecutive days such that Director is not able to Wintrust or substantial damage to Wintrustsubstantially perform Director’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or bodyduties hereunder; or (viie) Executivefailed to carry out and perform duties assigned to Director in accordance with the terms hereof in a manner acceptable to the Board of Directors of the Company after a written demand for substantial performance is delivered to Director which identifies the manner in which Director has not substantially performed Director’s engagementduties, during and provided further that Director shall be given a reasonable opportunity to cure such failure. For purposes of this section, no act, or failure to act, on the performance Director’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of Executivethe Company. Notwithstanding the foregoing, the Director shall not be deemed to have been terminated For Cause under subsection (a) without (i) reasonable notice to the Director setting forth the reasons for the Company’s duties hereunderintention to Terminate For Cause, (ii) an opportunity for the Director, together with his counsel, to be heard before the Board of Directors, and (iii) delivery to the Director of a notice of termination from the Board of Directors of the Company, finding that, in acts or omissions constituting fraudthe good faith opinion of the Board of Directors, intentional breach the Director was guilty of fiduciary obligationconduct set forth above in clause (a) of the preceding sentence and specifying the particulars thereof in detail. In the event of termination of Director’s engagement for cause, intentional wrongdoing or malfeasanceDirector shall be entitled to retain the vested Options for shares which have not been previously purchased, or intentional compensation through the date of termination and material violation reimbursement of applicable banking laws, rules, or regulationsexpenses properly incurred but not yet reimbursed.

Termination for Cause. If The Employer may terminate the Executive’s employment at any time for Cause, after providing the Executive is terminated for Cause as determined with at least 30 days’ notice of such proposed termination and 15 days to remedy the alleged defect. In this Agreement, “Cause” means the willful and continued failure by the written resolution Executive to substantially perform, or otherwise properly carry out, the Executive’s duties on behalf of WintrustRB Global or its operating affiliates, or to follow, in any material respect, the lawful policies, procedures, instructions or directions of the Employer or any applicable affiliate (other than any such failure resulting from the Executive’s Board of Directors disability or incapacity due to physical or mental illness), or the Compensation Committee Executive willfully or intentionally engaging in illegal or fraudulent conduct, financial impropriety, intentional dishonesty, breach of duty of loyalty or any similar intentional act which is materially injurious RB Global or an affiliate, or which may have the effect of materially injuring the reputation, business or business relationships of the Employer or an affiliate, or any other act or omission constituting cause for termination of employment without notice or pay in lieu of notice at common law. For the purposes of this definition, no act, or failure to act, on the part of an Executive shall be considered “willful” unless done or omitted to be done, by the Executive in bad faith and without reasonable belief that the Executive’s action or omissions were in, or not opposed to, the best interests of the Employer and its affiliates. In the event of termination for Cause, the rights of the Executive with respect to any PSUs, RSUs (including those issued as part of the SOG), or stock options granted pursuant to the Plan or any successor committee plan providing for grants of the Wintrust Board of DirectorsPSUs, RSUs, or stock options, and pursuant to any and all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoingPSU, termination of employment shall not affect the obligations of Executive thatRSU and stock option grant agreements, will be governed pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority terms of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust Plan, or any Affiliate successor plan thereto, and respective grant agreements for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagementsuch PSUs, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional RSUs and material violation of applicable banking laws, rules, or regulationsstock options.

Termination for Cause. The Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder, at any time prior to the expiration of Employee's employment term(s) hereunder, immediately upon written notice to the Employee, or at such later time as the Company may specify in such notice, if such termination is for "cause". As used in this Agreement, the term "cause" includes, but is not limited to, the following: (1) If Executive is terminated for Cause as determined by in the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee reasonable judgment of the Wintrust Company's Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect Employee becomes unfit to properly practice pathology on the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementCompany's behalf; (ii2) Habitual drunkenness If the Employee's right to practice medicine in any state is suspended, restricted, revoked, lapsed (other than a lapse due to the Employee's voluntary failure to maintain such license after becoming a nonresident of that state), or illegal use is otherwise placed under probation or otherwise formally acted against; (3) If the Employee willfully damages the Company's property, business, reputation or goodwill; (4) If the Employee is convicted of drugs a crime other than a minor traffic violation; (5) If the Employee is continually inattentive to, or neglectful of, the duties to be performed by the Employee, which interferes with inattention or neglect is not the result of illness or injury; (6) If the Employee uses any mood altering or controlled substances except as prescribed by a physician, or if the Employee uses alcohol habitually or to excess; (7) If the Employee willfully injures any independent contractor, employee, or agent of the Company; (8) If the Employee willfully injures any person in the course of the performance of Executive’s duties and obligations services for or on behalf of the Company; (9) If the Employee discloses to a competitor or other unauthorized person confidential, proprietary or secret information of or regarding the Company; (10) If the Employee is charged with gross misconduct of either a professional or personal nature; (11) If the Employee's medical staff privileges or membership in any medical facility are suspended, restricted, revoked (other than a revocation occurring solely because the Employee has voluntarily ceased to perform medical services at such hospital with the Company's consent), placed under probation or proctoring or otherwise adversely acted against; (12) If a guardian or conservator for the Employee is appointed by a court of competent jurisdiction; (13) If the Employee solicits business on behalf of a competitor or potential competitor; (14) If the Employee sexually harasses any employee or contractor of the Company or commits any act which otherwise creates an offensive work environment for employees or contractors of the Company; (15) If the Employee accepts other employment that places restrictions or limitations on the Employee's ability to continue rendering professional services under this Agreement; (iii16) Executive’s conviction If the Company's Board of Directors determines that the Company is in jeopardy of losing a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position contract with Wintrust or any Affiliate a medical facility for which Executive the Employee is also providing rendering pathology services by any regulatory agency or bodybecause the administration of such medical facility is dissatisfied with the Employee's performance; or (vii17) Executive’s engagementIf the Employee fails to comply with any of the material terms or conditions of this Agreement, during any agreement between the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasanceCompany and a medical facility for which the Company provides services, or intentional and material violation of applicable banking lawsthe written bylaws, rules, regulations, policies or regulationsprocedures of a medical facility for which the Company provides services. The Company shall not be limited to termination as a remedy for any injurious, improper or illegal act by the Employee, but may also seek damages, injunction, or such other remedy as the Company may deem appropriate under the circumstances. If the Employee's employment is terminated for cause, the Employee agrees to vacate the Company's offices on or before the effective date of the termination and to return and deliver to the Company at such time all Company property.

Termination for Cause. If Executive is terminated for Cause as determined The Company, by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee direction of the Wintrust Board (excluding the Executive), shall be entitled to terminate the Term and to discharge the Executive for “Cause” effective upon the giving of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant written notice to the express provisions of this Agreement, continue in effectExecutive. For purposes of this Agreement, termination for the term “Cause” meansshall mean: (i) the Executive’s 's willful failure or refusalrefusal to materially perform his duties and responsibilities to the Company as set forth in Section 3 hereof (other than as a result of a Disability pursuant to Section 6(d) hereof), or to abide by the reasonable directives of the Board, in each case if such failure or refusal is not cured (if curable) within 20 days after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementCompany; (ii) Habitual drunkenness the willful fraud or illegal use material dishonesty of drugs which interferes the Executive in connection with his position or the performance of Executive’s duties and obligations under this Agreementto the Company (including any misappropriation of the funds or property of the Company), or the willful misconduct of the Executive in connection with his position or the performance of his duties to the Company; (iii) Executive’s the conviction of Executive in a felonycourt of law of, or entering by the Executive of a plea of guilty or no contest to, any felony or any crime involving material dishonesty or theft; (iv) Any defalcation willful failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or acts an investigation of gross the Company by governmental, regulatory or willful misconduct of law enforcement authorities, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation;by the Company; and (v) any material breach by the Executive of Sections 8 or 10 hereof, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company. Any notice required to be given by the Company pursuant to this section shall specify the nature of the claimed breach of and the manner in which the Company requires such breach to be cured (if curable). In the event that the Executive is purportedly terminated for Cause and a court determines that Cause as defined herein was not present, then such purported termination for Cause shall be deemed a termination without Cause pursuant to Section 6(c) and the Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services rights and remedies will be governed by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunderSection 7(b), in acts full satisfaction and in lieu of any and all other or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsfurther remedies the Executive may have under this Agreement.

Termination for Cause. If Notwithstanding anything contained in this Agreement to the contrary, the Company shall have the right to immediately terminate the employment of Executive for “Cause” if the Chief Executive Officer determines that Executive: (a) willfully or materially breaches this Agreement or any other written agreement with the Company; (b) willfully violates or fails to comply with any reasonable rule or policy governing Executive’s performance or behavior, including, without limitation, the prohibition against the use of illegal drugs and the use of alcohol in a way that is terminated for Cause materially harmful to the Company’s finances, general reputation, or other legitimate business interest; (c) willfully violates or fails to comply with any reasonable instruction of the Chief Executive Officer and/or the Board, provided that such instruction is not in violation of this Agreement or any other written agreement between the Company and Executive and is legal; (d) willfully engages in dishonesty, illegal conduct, or misconduct that is materially harmful to the Company’s finances, general reputation, or other legitimate business interest, as determined by the written resolution Board in its sole discretion; (e) willfully engages in fraud, misappropriation or embezzlement, whether or not related to Executive’s employment with the Company; (f) willfully and without authorization discloses Confidential Information; or (g) is convicted of Wintrust’s or pleads guilty to any criminal charge or indictment, the nature of which the Board of Directors or determines, in its sole discretion, may have a detrimental impact on the Compensation Committee or any successor committee general reputation of the Wintrust Board Company, its finances, or other legitimate business interest. An act or failure to act is considered “willful” if done or not done with an absence of Directors, all obligations good faith and without a reasonable belief that the act or failure to act was in the best interests of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereofthe Company. Notwithstanding In the foregoing, termination event of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination for “Cause,” means: Executive shall not be entitled to any severance payments or any other payments under this Agreement except as may be required by law, but shall receive his Base Salary earned through the date of termination, any unused vacation or other time off earned through the date of termination, reimbursement for reasonable expenses incurred by Executive in the discharge of his duties before termination so long as he provides evidence thereof, and any additional benefits to which he is entitled under any applicable benefit plan of the Company that are not otherwise provided by this Agreement (i) Executive’s failure or refusalcollectively, after written notice thereof the “Accrued Obligations”). Executive shall not be terminated for Cause unless and after reasonable until Executive has been offered an opportunity to cure, explain the circumstances forming the basis for the Company’s determination of Cause to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with Chief Executive Officer except where the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Chief Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsOfficer determines that doing so would be futile.

Termination for Cause. If Executive is terminated for Cause as determined (a) In addition to any other rights or remedies provided by the written resolution of Wintrust’s Board of Directors law or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of the Company may terminate Executive’s employment under this Agreement, termination for “Cause” meansAgreement if: (i) Executive is convicted of, or enters a plea of guilty or nolo contendere (which plea is not withdrawn prior to its approval by the court) to, a felony offense or the commission of a fraud against, or embezzlement or misappropriation of funds or other assets of, the Company (or any subsidiary thereof) and either Executive fails to perfect an appeal of such conviction prior to the expiration of the maximum period of time within which, under applicable law or rules of court, such appeal may be perfected or, if Executive does perfect such an appeal, his conviction of such as offense is sustained on appeal; or (ii) the Company’s Board of Directors determines, after due inquiry, based on convincing evidence, that Executive has: (A) violated, or caused the Company (or any subsidiary thereof) or any officer, employee or other agent thereof, or any other person to violate, any material law, regulation or ordinance or any material rule, regulation, policy or practice established by the Company’s Board of Directors; (B) willfully, or because of gross or persistent negligence, (x) failed properly to perform his duties hereunder or (y) acted in a manner detrimental to, or adverse to the interests of, the Company; or (C) violated, or failed to perform or satisfy any material covenant, condition or obligation required to be performed or satisfied by Executive hereunder; and that, in the case of any violation or failure referred to in clause (A), (B) or (C) of this paragraph (ii) of Section 13(a), such violation or failure has caused, or is reasonably likely to cause, the Company to suffer or incur a substantial casualty, loss, penalty, expense or other liability or cost. (b) The Company may effect such termination for cause by giving Executive notice to such effect, setting forth in reasonable detail the factual basis for such termination, at least thirty (30) days prior to the date of termination set forth therein; provided, however, that Executive may avoid such termination if Executive, prior to the date of termination set forth in such notice, explains to the reasonable satisfaction of the Company’s Board of Directors why the facts relied upon by the Company in terminating Executive’s employment do not constitute a For Cause Event (as defined below) or that Executive has ceased any such claimed violation and/or cured any such failure to perform within such 30 day period. (c) In making any determination pursuant to Section 13(a) as to the occurrence of any act or event described in clauses (A) to (C) of paragraph (ii) thereof (each, a “For Cause Event”), each of the following shall constitute convincing evidence of such occurrence: (i) if Executive is made a party to, or target of, any Proceeding arising under or relating to any For Cause Event, Executive’s failure to defend against such Proceeding or refusalto answer any complaint filed against him therein, after written notice or to deny any claim, charge, averment, or allegation thereof and after reasonable opportunity to cure, to perform specific directives approved by asserting or based upon the occurrence of a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this AgreementFor Cause Event; (ii) Habitual drunkenness any judgment, award, order, decree or illegal use other adjudication or ruling in any such Proceeding finding or based upon the occurrence of drugs a For Cause Event; or (iii) any settlement or compromise of, or consent decree issued in, any such Proceeding in which interferes with Executive expressly admits the performance occurrence of a For Cause Event; provided that none of the foregoing shall be dispositive or create an irrebuttable presumption of the occurrence of such For Cause Event; and provided further that the Company’s Board of Directors may rely on any other factor or event as convincing evidence of the occurrence of a For Cause Event. (d) In determining and assessing the detrimental effect of any For Cause Event on the Company and whether such For Cause Event warrants termination of Executive’s duties employment hereunder, the Company’s Board of Directors shall take the following factors, to the extent applicable and obligations under this Agreementmaterial, into account: (i) whether the Company’s Board of Directors directed or authorized Executive to take, or to omit to take, any action involved in such For Cause Event, or approved, consented to or acquiesced in his taking or omitting to take such action; (ii) any award of damages, penalty or other sanction, remedy or relief granted or imposed in any Proceeding based upon or relating to such For Cause Event, and whether such sanction, remedy or relief is sufficient to recompense the Company or any other injured person, or to prevent or to deter the recurrence of such For Cause Event; (iii) Executive’s conviction of a felony;whether any lesser sanction would be appropriate and effective; and (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic any adverse effect that the loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasancewould have, or intentional and material violation of applicable banking lawsbe reasonably likely to have, rules, or regulationsupon the Company.

Termination for Cause. If Executive is terminated (1) The Company may terminate the Executive's employment and the Employment Period for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectCause. For the purposes of this Agreement, the Company shall have "Cause" to terminate employment hereunder only (A) if termination shall have been the result of an act or acts of misconduct materially injurious to the Company, monetarily or otherwise, or (B) upon the wilful and continued failure by the Executive substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after a demand in writing for “Cause” means: substantial performance is delivered by the Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties, and such failure results in demonstrably material injury to the Company. The Executive's employment shall in no event be considered to have been terminated by the Company for Cause if such termination took place as the result of (i) Executive’s failure bad judgment or refusalnegligence, after written notice thereof and after reasonable opportunity or (ii) any act or omission without intent of gaining therefrom directly or indirectly a profit to curewhich the Executive was not legally entitled, or (iii) any act or omission believed in good faith to perform specific directives approved by a majority have been in or not opposed to the interest of the Wintrust Company, or (iv) any act or omission in respect of which a determination is made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Amended Code of Regulations of the Company or the laws of the State of Ohio, in each case as in effect at the time of such act or omission. The Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board of Directors which are consistent at a meeting of the Board of Directors called and held for the purpose (after not less than 30 days' written notice to the Executive and an opportunity for him, together with his counsel, to be heard before the scope and nature Board of Executive’s duties and responsibilities as provided in Section 1 Directors, such notice of meeting to indicate the specific termination provision of this Agreement;Agreement relied upon and specify in reasonable detail the facts and circumstances claimed to provide a basis for termination under the provision so indicated), finding that in the good faith opinion of the Board of Directors the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail. (ii2) Habitual drunkenness or illegal use If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive within ten (10) days of drugs which interferes with such termination, his unpaid Sales Commissions and Base Compensation through the performance Employment Termination Date at the rate in effect at the time Notice of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive Termination is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsgiven.

Termination for Cause. The Employer, upon a vote of the Company's Board of Directors (excluding the Executive) shall be entitled to immediately terminate the Executive's services in any of the following circumstances, each of which shall constitute "cause" for such termination: (a) willful misconduct by the Executive in the performance of his duties of employment provided such willful misconduct, as well as all adverse consequences thereof, after (10) days' written notice from the Company setting forth the particulars of such misconduct, (i) remains uncured and is not in the process of being cured by the Executive in a manner that will result in such cure within a reasonable period of time or (ii) reoccurs; (b) the Executive's violation of any material provision of this Agreement which, after twenty (20) days' written notice from the Company setting forth such violation, either (i) remains uncured or (ii) is not in the process of being cured by the Executive in a manner that will result in such cure within a reasonable period of time; (c) the Executive's violation of a written order of the Company's Board of Directors which, after twenty (20) days' written notice from the Company detailing such violation, either (i) remains uncured or (ii) is not in the process of being cured by the Executive in a manner that will result in such cure within a reasonable period of time; (d) repeated acts of negligence by the Executive; (e) the Executive's commission of a material act of personal dishonesty involving the Company; and (f) the Executive's conviction for a criminal offense (excluding traffic and other minor misdemeanors that do not carry a penalty of possible imprisonment). If the Executive is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directorscauses referred to in the above sub-paragraphs (a) through (f), all obligations of Wintrust shall terminate immediately the Employer under this Agreement (except for Wintrust’s obligations described in Section 9(aspecifically referred to as continuing) hereof. Notwithstanding shall automatically cease, and the foregoing, termination of employment Executive shall not affect be entitled to any salary, payments or other benefits otherwise payable under this Agreement that arise after the obligations last day of employment. The Executive shall be entitled to payment for any bonus earned in the year preceding such termination but not yet paid. The parties further agree and understand that, pursuant to in the express provisions event of this Agreementany such Termination for Cause, the Executive's obligations and agreements under Sections 21 through 24 hereof shall continue in effect. For purposes of this Agreement, termination for “Cause” means: (i) Executive’s failure or refusal, after written notice thereof full force and after reasonable opportunity to cure, to perform specific directives approved by a majority of effect in the Wintrust Board of Directors which are consistent with manner and on the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsterms set forth herein.

Termination for Cause. If Executive is The Executive’s employment with the Company may be terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or at any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effect. For purposes of this Agreement, termination time for “Cause,” meanswhich is defined to mean the following: (i) the commission by the Executive of gross negligence or gross misconduct in connection with the performance of any of the Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreementduties; (ii) Habitual drunkenness misconduct by the Executive, regardless of whether or illegal use not in the course of drugs which interferes with the performance of Executive’s duties and obligations under employment, that has resulted or is very likely to result in material economic harm to, or substantial, long term damage to the reputation of, to the Bowhead Group, in the aggregate, if the Executive were to continue to be employed by the Company, provided that the procedures set forth in the last paragraph of this AgreementSection 6(b) are complied with in connection with such termination for Cause; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of the Executive resulting engaged in or potentially resulting in economic loss attempted to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, engage in acts or omissions constituting fraud, intentional breach of fiduciary obligationmisappropriation, embezzlement, intentional wrongdoing or malfeasancedishonesty (but excluding expense reimbursement disputes as to which the Executive had a reasonable good faith belief that his conduct was within the policies of the Company); (iv) willful failure by the Executive to implement reasonable directives of the Board; provided that if such failure is capable of remedy, the Executive shall have ten (10) days from receipt of written notification of such failure by the Company in which to remedy such failure; (v) the Executive materially breached the Company’s policies or procedures governing business ethics, unlawful discrimination, sexual harassment applicable to executives similarly situated to the Executive (as may be amended from time to time by the Company or any of its Subsidiaries, as applicable); provided that if such breach is capable of remedy, the Executive shall have thirty (30) days from receipt of written notification of such breach by the Company in which to remedy such breach; (vi) the Executive’s conviction of, or intentional and the Executive pleading no contest to (A) any felony or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (vii) the Executive’s material violation breach in the performance of applicable banking lawshis obligations under this Agreement, rulesafter written notice of such breach to the Executive, which breach, if susceptible to correction, is not corrected within ten (10) days following delivery of such written notice; or (viii) the Executive’s willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or regulationsthe willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. In the case of any termination for Cause (other than a termination for Cause under Section 6(b)(ii) which shall also comply with the additional requirements of the immediately following paragraph below), the Company shall provide written notice to the Executive setting forth to a reasonable extent at least the principal acts or omissions of the Executive giving rise to Cause for termination. The Parties agree that the below par or below average financial performance of one or more of the Subsidiaries of Bowhead Holdings, including the Company, in and of itself (i.e., absent any of the acts, circumstances or bases set forth in subsections (i) through (viii) of this Section 6(b)) shall not constitute Cause for employment termination under this Agreement. A termination for Cause under Section 6(b)(ii) shall in no event become effective under the Agreement unless the provisions of this paragraph are complied with. The Executive must be given written notice by the Board of the intention to terminate his employment for Cause under Section 6(b)(ii), such notice (A) to state in detail the act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within three months of the Board learning of such act or acts or failure or failures to act. The Executive shall have 10 days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Executive shall then be entitled to a hearing before the Board. Such hearing shall be held within 15 days of such notice to the Executive, provided the Executive requests such hearing within 10 days of the written notice from the Board of the intention to terminate him for Cause. If, within five days following such hearing, the Executive is furnished written notice by the Board confirming that, in its judgement, grounds for Cause on the basis of the original notice exist, the Executive shall thereupon be terminated for Cause.

Termination for Cause. This Agreement may be terminated for Cause as hereinafter defined. "Cause" shall mean: (i) the Executive's death; (ii) the Executive's Permanent Disability, which shall mean the Executive's inability, as a result of physical or mental incapacity, substantially to perform his duties hereunder for a period of six (6) consecutive months; (iii) a material violation by the Executive of any applicable material law or regulation respecting the business of the Employer; (iv) the Executive being found guilty of a felony or an act of dishonesty in connection with the performance of his duties as an officer of the Employer, or which disqualifies the Executive from serving as an officer or director of the Employer or any one of its Subsidiaries; (v) the willful or negligent failure of the Executive to perform his duties hereunder in any material respect; (vi) the Executive engages in one or more violations of Employer's policies or procedures or directives of the Board and that have a material financial adverse effect on the Employer or any one of its Subsidiaries; or (vii) the Executive is removed or suspended from banking pursuant to Section 8(e) of the Federal Deposit Insurance Act, as amended (the "FDIA"), or any other applicable state or federal law. The Executive shall be entitled to at least thirty (30) days' prior written notice of the Employer's intention to terminate his employment for any cause (except the Executive's death) specifying the grounds for such termination and shall be provided a reasonable opportunity to present to the Board his position regarding any dispute relating to the existence of such cause. In the event of a dispute regarding the Executive's Permanent Disability, each of the Executive and the Employer shall choose a physician who together will choose a third physician to make a final determination thereof. Upon a termination of the Executive's employment with the Employer for Cause, the Executive shall be entitled to receive from the Employer only such payments as are due and owing to the Executive as of the effective date of such termination. If Executive the Executive's employment is terminated for Cause as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to this Section, then the express provisions Employer shall only be required to pay the Executive such Base Salary as shall have accrued through the effective date of this Agreement, continue in effect. For purposes such termination and neither the Employer nor any of this Agreement, termination for “Cause” means: (i) its Subsidiaries shall have any further obligations to the Executive’s failure or refusal, after written notice thereof and after reasonable opportunity to cure, to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iii) Executive’s conviction of a felony; (iv) Any defalcation or acts of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; (v) Any breach of Executive’s covenants contained in Sections 4 through 6 hereof; (vi) A written order requiring the termination of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagement, during the performance of Executive’s duties hereunder, in acts or omissions constituting fraud, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulations.

Termination for Cause. If Executive is This Agreement may be terminated for Cause as determined immediately at any time by the written resolution of WintrustCompany without any liability owing to Executive or Executive’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board of Directors, all obligations of Wintrust shall terminate immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding the foregoing, termination of employment shall not affect the obligations of Executive that, pursuant to the express provisions of beneficiaries under this Agreement, continue in effect. For purposes except Base Salary through the date of this Agreementtermination and benefits under any plan or agreement covering Executive which shall be governed by the terms of such plan or agreement, termination for under the following conditions, each of which shall constitute “Cause” meansor “Termination for Cause”: (ia) Executive’s failure Any act by Executive involving fraud and any breach by Executive of applicable regulations of competent authorities in relation to trading or refusaldealing with stocks, after written notice thereof securities, investments and after reasonable opportunity to curethe like or any willful or grossly negligent act by Executive resulting in an investigation by the Securities and Exchange Commission which, to perform specific directives approved by in each case, a majority of the Wintrust Board of Directors which are consistent with determines in its sole and absolute discretion materially adversely affects the scope and nature of Company or Executive’s ability to perform her duties and responsibilities as provided in Section 1 of this Agreement; (ii) Habitual drunkenness or illegal use of drugs which interferes with the performance of Executive’s duties and obligations under this Agreement; (iiib) Attendance at work in a state of intoxication or otherwise being found in possession at her place of work of any prohibited drug or substance, possession of which would amount to a criminal offense; (c) Executive’s conviction of a felonypersonal dishonesty or willful misconduct in connection with her duties to the Company; (ivd) Any defalcation or acts Breach of gross or willful misconduct of Executive resulting in or potentially resulting in economic loss fiduciary duty to Wintrust or substantial damage to Wintrust’s reputationthe Company involving personal profit by the Executive; (ve) Any breach Conviction of Executive’s covenants contained in Sections 4 through 6 hereofthe Executive for any felony or crime involving moral turpitude; (vif) A written order requiring Material intentional breach by the termination Executive of Executive from Executive’s position with Wintrust any provision of this Agreement or of any Affiliate for which Executive is also providing services Company policy adopted by any regulatory agency or bodythe Board; or (viig) Executive’s engagement, during the performance The continued failure of Executive to perform substantially Executive’s duties hereunderwith the Company (other than any such failure resulting from incapacity due to Disability, and specifically excluding any failure by Executive, after good faith, reasonable and demonstrable efforts, to meet performance expectations for any reason), after a written demand for substantial performance is delivered to Executive by a majority of the Board that specifically identifies the manner in which such Board believes that Executive has not substantially performed Executive’s duties. The cessation of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in acts the good faith opinion of such Board, Executive is guilty of the conduct described in any one or omissions constituting fraudmore of subsections (a) through (g) above, intentional breach of fiduciary obligation, intentional wrongdoing or malfeasance, or intentional and material violation of applicable banking laws, rules, or regulationsspecifying the particulars thereof in detail.

Termination for Cause. If Executive your employment is terminated for Cause Cause, this Option (whether vested or unvested) shall be forfeited immediately upon such termination, and you shall be prohibited from exercising your Option as determined by the written resolution of Wintrust’s Board of Directors or the Compensation Committee or any successor committee of the Wintrust Board date of Directorssuch termination. In addition, all obligations if your termination is without Cause but the Company later learns facts that could have permitted it to terminate your employment for Cause if such facts had been known at the time of Wintrust your termination, then your Option (whether vested or unvested) shall terminate be forfeited immediately except for Wintrust’s obligations described in Section 9(a) hereof. Notwithstanding on the foregoing, termination date of employment shall not affect the obligations of Executive that, pursuant to the express provisions of this Agreement, continue in effectsuch determination. For purposes of this Agreement, termination for “Cause” means: shall have the same meaning as set forth in your employment agreement with the Company, or, if you do not have an employment agreement with the Company, “Cause” shall mean a good faith finding by the Company that you have (i) Executive’s failure failed, neglected, or refusal, after written notice thereof and after reasonable opportunity to cure, refused to perform specific directives approved by a majority of the Wintrust Board of Directors which are consistent with the scope and nature of Executive’s your lawful employment duties and responsibilities as provided in Section 1 of this Agreement; from time to time assigned to you (other than due to disability); (ii) Habitual drunkenness committed any willful, intentional, or illegal use grossly negligent act having the effect of drugs which interferes with materially injuring the performance interest, business, or reputation of Executive’s duties and obligations under this Agreement; the Company or any Affiliate; (iii) Executiveviolated or failed to comply in any material respect with the Company’s conviction of a felony; published rules, regulations, or policies, as in effect or amended from time to time; (iv) Any defalcation committed an act constituting a felony or acts of gross misdemeanor involving moral turpitude, fraud, theft, or willful misconduct of Executive resulting in or potentially resulting in economic loss to Wintrust or substantial damage to Wintrust’s reputation; dishonesty; (v) Any breach misappropriated or embezzled any property of Executive’s covenants contained in Sections 4 through 6 hereof; the Company or an Affiliate (whether or not an act constituting a felony or misdemeanor); or (vi) A written order requiring the termination breached any material provision of Executive from Executive’s position with Wintrust or any Affiliate for which Executive is also providing services by any regulatory agency or body; or (vii) Executive’s engagementapplicable confidentiality, during the performance of Executive’s duties hereundernon-compete, in acts or omissions constituting fraudnon-solicit, intentional breach of fiduciary obligationgeneral release, intentional wrongdoing or malfeasancecovenant not-to-sue, or intentional and material violation other agreement with the Company or an Affiliate. The Committee may suspend your right to exercise this Option pending its determination of applicable banking laws, rules, whether your employment will be terminated (or regulationscould have been terminated) for Cause.