Exhibit 99.2
TOWN BANKSHARES, LTD.
Town Bankshares, Ltd. 1997 Stock Incentive Plan
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT, made and entered into as of ___________,
2004 (this "Conversion Agreement"), by and between TOWN BANKSHARES, LTD., a
Wisconsin corporation (the "Company"), and the undersigned optionee ("Optionee")
under the Town Bankshares, Ltd. 1997 Stock Incentive Plan, as amended (the
"Plan"), amends each Option Agreement evidencing a stock option (an "Option")
heretofore granted to the Optionee under the Plan and listed on the Optionee
Summary attached hereto as Exhibit A, as follows:
1. Conversion of Option. Upon the Effective Time (as defined in the
Merger Agreement described below) of that certain merger of the Company with and
into Wintrust Financial Corporation ("Wintrust") pursuant to that certain
Agreement and Plan of Merger dated as of June 14th, 2004, by and between the
Company and Wintrust (the "Merger Agreement"), each outstanding Option listed on
the Optionee Summary attached hereto as Exhibit A shall be amended such that the
common stock to which such Option relates shall be common stock, no par value
per share, of Wintrust ("Wintrust Common Stock").
2. Wintrust Option. The number of shares of Wintrust Common Stock to
which each such amended Option shall relate shall be equal to the product
obtained by multiplying (1) the number of Company Common Shares subject to the
original Outstanding Company Option by (2) the quotient obtained by dividing the
Per Share Merger Consideration by the Wintrust Common Stock Price (such
quotient, the "Option Exchange Ratio"); (ii) the exercise price per share of
Wintrust Common Stock under the Converted Option shall be equal to the quotient
obtained by dividing (1) the exercise price per Company Common Share under the
original Outstanding Company Option by (2) the Option Exchange Ratio; and (iii)
upon exercise of each Converted Option by a holder thereof, the aggregate number
of shares of Wintrust Common Stock deliverable upon such exercise shall be
rounded down, if necessary, to the nearest whole share and the aggregate
exercise price shall be rounded up, if necessary, to the nearest cent.
3. Exercisability. The Wintrust Option shall be exercisable in full at
any time during the period beginning on the Effective Time and ending on the
first to occur of (a) if Optionee is an employee, the date which is three months
after the date Optionee ceases to be an employee if such termination of
employment is not due to death, disability or Cause, (b) the first anniversary
of the date Optionee ceases to be an employee if such termination is due to
death or disability, or in the case of an outside director, the first
anniversary of the date the director ceases to be a director of any of
Wintrust's subsidiaries for any reason other than removal for Cause, (c) the
date the Optionee ceases to be an employee, or in the case of an outside
director, is removed as a director, of any of Wintrust's subsidiaries, if the
termination or removal is for Cause, or (d) the expiration date set forth in the
Optionee Summary attached hereto as Exhibit A.
4. Taxes. In the event that any withholding taxes apply at the time of
exercise, Optionee shall promptly pay, or cause to be paid, to Wintrust cash
equal to such taxes or
Optionee may direct that there be withheld from the shares issuable upon
exercise shares of Wintrust Common Stock with a Fair Market Value (as defined in
the Plan as amended at the Effective Time) equal to the minimum required
withholding taxes.
5. Effect of Conversion Agreement. Except as expressly provided for
herein, this Conversion Agreement shall effect no amendment, change or
modification whatsoever of or to an Option Agreement or to the Plan. From and
after the Effective Time, each Option shall be subject to the amended terms of
the Plan as so amended in accordance with the Merger Agreement, but only to the
extent expressly provided for herein or that does not otherwise impair the
rights of the Optionee in the Option. Unless defined herein, capitalized terms
used in this Conversion Agreement shall have the same meaning ascribed to them
under the Merger Agreement or the Plan, as applicable.
IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to
be executed by its duly authorized officers and the Optionee has hereunto set
his or her hand, all as of the date and year first above written.
TOWN BANKSHARES, LTD.
By:______________________________
Title:___________________________
ATTEST: OPTIONEE:
_______________________________ _________________________________
_________________________________
Social Security Number
2
Exhibit A to Conversion Agreement
OPTIONEE SUMMARY
SCHEDULE OF STOCK OPTIONS
COVERED BY THE CONVERSION AGREEMENT
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Optionee: ____________________
OPTION GRANT COMPANY COMMON STOCK EXERCISE PRICE
DATE EXPIRATION DATE SHARES # PER SHARE($)
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A-1