EX-10.1





 Exhibit 10.1 

SILVERGATE CAPITAL CORPORATION 

2018 EQUITY COMPENSATION PLAN 

ARTICLE I 

Establishment, Purpose and Duration 

1.1 Establishment of the Plan. Silvergate Capital Corporation (hereinafter referred to as the “Company”), a Maryland
corporation, hereby establishes an incentive compensation plan to be known as the “2018 Equity Compensation Plan” (hereinafter referred to as the “Plan”), as set forth in this document. Unless otherwise defined herein, all
capitalized terms shall have the meanings set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock, and/or Restricted Stock Units to Key Associates and Directors. 
 The Plan was adopted by the Board of Directors
of the Company on June 4, 2018 to become effective (the “Effective Date”) as of June 22, 2018 if approved by the Company’s shareholders at the applicable Special Meeting of Shareholders in accordance with applicable
laws. Except for Awards payable only in cash (with payment also contingent on shareholder approval of the Plan), Awards may not be granted under the Plan prior to shareholder approval of the Plan. 

1.2 Purpose of the Plan. The purpose of the Plan is to promote the success of the Company and its Subsidiaries by providing incentives
to Key Associates and Directors that will align their personal interest with both the long term financial success of the Company and growth in shareholder value. The Plan is designed to provide flexibility to the Company in its ability to motivate,
attract, and retain the services of Key Associates and Directors whose judgment, interest and special effort is integral to the success of the Company’s operations. 

1.3 Duration of the Plan. The Plan shall commence on the Effective Date, as described in Section 1.1 herein,
and shall remain in effect, subject to the right of the Board of Directors to terminate the Plan at any time pursuant to Article XII herein, until June 22, 2028, at which time it shall terminate except with respect to Awards made prior
to, and outstanding on, that date which shall remain valid in accordance with their terms. 
 ARTICLE II 

Definitions 
 2.1
Definitions. Except as otherwise defined in the Plan, the following terms shall have the meanings set forth below: 
 (a)
“Agreement” means a written agreement implementing the grant of each Award signed by an authorized officer of the Company and by the Participant. 

(b) “Award” means, individually or collectively, a grant under the Plan of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock, and/or Restricted Stock Units. 












 (c) “Award Date” or “Grant Date” means the date the
Committee adopts a resolution or takes other appropriate action expressly granting an Award to a Participant that specifies the key terms and conditions of the Award or, if a later date is set forth in such resolution, then such later date as set
forth in such resolution. 
 (d) “Board” or “Board of Directors” means the Board of Directors of the
Company. 
 (e) “Change in Control” shall be deemed to have occurred if the conditions set forth in any one of the following
paragraphs shall have been satisfied: 
 (i) any one person, or more than one person acting as a group, acquires ownership of securities of
the Company that, together with securities held by such person or group, constitutes more than 50 percent of the total voting power of the securities of the Company; 

(ii) either (a) any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of securities of the Company possessing more than 50 percent or more of the total voting power of the
securities of the Company; or (b) a majority of members of the Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of the
Board prior to the date of the appointment or election; or 
 (iii) any one person, or more than one person acting as a group, acquires (or
has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than
50 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of
the assets being disposed of, determined without regard to any liabilities associated with such assets. 
 Notwithstanding the foregoing,
ownership or control of the Company’s voting stock, individually or collectively, by Silvergate Bank, the Company’s bank subsidiary (the “Bank”) or any benefit plan sponsored by the Company or the Bank shall not constitute
a Change in Control. For purposes of this paragraph only, the term “person” refers to an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization of any
other form of entity not specifically listed herein. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended from
time to time. 
 (g) “Committee” means a committee of the Board consisting of not less than two Directors, which shall be
appointed to administer the Plan pursuant to Article III hereof, all of the members of which shall be “non-employee directors” as defined in Rule 16b-3,
as amended, under the Exchange Act, or any similar or successor rule, and “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the Code. Unless otherwise determined by the Board, the Compensation Committee of the
Board, or any successor committee responsible for executive compensation, shall constitute the Committee. 

  
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 (h) “Company” means Silvergate Capital Corporation or any successor thereto
as provided in Article XIV herein. 
 (i) “Director” means a director of the Company or any of its Subsidiaries,
which term shall not include an advisory or honorary director. 
 (j) “Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time. 
 (k) “Fair Market Value” of a Share as of any particular date shall be the closing
price of such security on the date of calculation (or on the last preceding trading date if such security was not traded on such date), or, if not so reported, the fair market value as determined pursuant to a reasonable method adopted by the
Committee in good faith for such purpose and in a manner consistent with Section 409A of the Code. 
 (l) “Incentive Stock
Option” or “ISO” means an option to purchase Shares, granted under Article VI herein, which is designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code. 

(m) “Key Associate” means an officer, employee or consultant of the Company or of its Subsidiaries (including any corporation
which becomes a Subsidiary after the adoption of the Plan by the Board) who, in the opinion of the Committee, can contribute significantly to the growth and profitability of, or perform services of major importance to, the Company and its
Subsidiaries. The term includes a Director who is also an officer or employee of the Company or its Subsidiaries. 
 (n) “Non-Qualified Stock Option” or “NQSO” means an option to purchase Shares, granted under Article VI herein, which is not intended to be an Incentive Stock Option. 

(o) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option. 

(p) “Option Price” means the price at which each Share subject to an Option may be purchased from the Company upon exercise of
the Option. 
 (q) “Participant” means a Key Associate or a Director who has been granted an Award under the Plan and whose
Award remains outstanding. 
 (r) “Period of Restriction” means the period during which the transfer of Shares of Restricted
Stock is restricted, pursuant to Article VIII herein. 
 (s) “Plan” means this 2018 Stock Equity Compensation Plan,
as herein described and as hereafter from time to time amended. 
 (t) “Restricted Stock” means an Award of Shares granted
to a Participant pursuant to Article VIII herein, which is subject to restrictions and forfeiture until the designated conditions for the lapse of the restrictions are satisfied. 

  
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 (u) “Restricted Stock Unit” or “RSU” means an Award,
designated as a Restricted Stock Unit, granted to a Participant pursuant to Article IX herein and valued by reference to Shares, which is subject to restrictions and forfeiture until the designated condition for the lapse of the restrictions
are satisfied. 
 (v) “Section 409A” shall have the meaning set forth in
Section 16.1 herein. 
 (w) “Share” means a share of Stock. 

(x) “Stock” means the Class A voting common stock, $0.01 par value per share, of the Company. 

(y) “Stock Appreciation Right” or “SAR” means an Award, designated as a stock appreciation right, granted to
a Participant pursuant to Article VII herein. 
 (z) “Subsidiary” means any subsidiary corporation of the Company
within the meaning of Section 424(f) of the Code. 
 (aa) “Substitute Awards” shall mean Awards granted or
shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, by a company acquired by the Company or any Subsidiaries or with which the Company or any
Subsidiary combines; provided that the terms and conditions of each such Substitute Award (including, without limitation, the exercise price and number of shares subject to such Substitute Award) shall be determined in accordance with Treasury
Regulations section 1.409A-1(b)(5)(v)(D). 
 ARTICLE III 

Administration 
 3.1
Administration of the Plan by the Committee. The Plan shall be administered by the Committee which shall have all powers necessary or desirable for such administration. The express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan, the Committee shall have the following specific powers: 

(a) to determine the terms and conditions upon which the Awards may be made and exercised; 

(b) to determine all terms and conditions of each Agreement, which need not be identical; 

(c) to construe and interpret the Agreements and the Plan; 

(d) to establish, amend or waive rules or regulations for the Plan’s administration; 

  
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 (e) to delegate its authority to one or more Officers of the Company with respect to Awards
that do not involve “covered employees” within the meaning of Section 162(m) of the Code or “insiders” within the meaning of Section 16 of the Exchange Act; 

(f) to amend any outstanding Awards, including for the purpose of modifying the time or manner of vesting, or the term of any outstanding
Award; provided, however, that if any such amendment impairs a Participant’s rights or increases a Participant’s obligations under his or her Award or creates or increases a Participant’s federal income tax liability with
respect to an Award, such amendment shall also be subject to the Participant’s consent; 
 (g) to determine the duration and purpose of
leaves of absences which may be granted to a Participant without constituting termination of their employment or service for purposes of the Plan, which periods shall be no shorter than the periods generally applicable to Employees under the
Company’s employment policies; 
 (h) to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any
omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; and 
 (i) to make all other
determinations and take all other actions necessary or advisable for the administration of the Plan. 
 Notwithstanding anything in the Plan
to the contrary, the Committee shall have the ability to accelerate the vesting of any outstanding Award at any time and for any reason, including upon a Change in Control, subject to Article X, or in the event of a Participant’s
termination of service by the Company other than for cause, or due to the Participant’s death, Disability or retirement (as such term may be defined in an applicable Award Agreement or, if no such definition exists, in accordance with the
Company’s then-current policies and guidelines). The Committee shall make an equitable adjustment, without limitation, to reflect extraordinary, unusual or infrequently occurring events provided that no Award may be modified to reduce the
outstanding exercise price of outstanding Options or SARs or cancel outstanding Options or SARs in exchange for cash or other Awards with an exercise price that is less than the exercise price of the original Option without shareholder approval, and
subject to the requirements of any minimum vesting requirements, and, as applicable, Article X. 
 The Chairman of the Committee and
such other Directors and officers of the Company as shall be designated by the Committee are hereby authorized to execute Agreements on behalf of the Company and to cause them to be delivered to the recipients of Awards. 

Subject to limitations under applicable law, the Committee is authorized in its discretion to issue Awards and/or accept notices, elections,
consents and/or other forms or communications by Participants by electronic or similar means, including, without limitation, transmissions through e-mail, voice mail, recorded messages on electronic telephone
systems, and other permissible methods, on such basis and for such purposes as it determines from time to time. 
 A majority of the entire
Committee shall constitute a quorum and the action of a majority of the members present at any meeting at which a quorum is present (in person or as otherwise permitted by applicable law), or acts approved in writing by a majority of the Committee
without a meeting, shall be deemed the action of the Committee. 

  
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 The Committee also may modify the purchase price or the exercise price of any outstanding
Award, provided that if the modification effects a repricing, shareholder approval shall be required before the repricing is effective. 

3.2 Selection of Participants. The Committee shall have the authority to grant Awards under the Plan, from time to time, to such Key
Associates and/or Directors as may be selected by it. Each Award shall be evidenced by an Agreement. 
 3.3 Decisions Binding. All
determinations and decisions made by the Board or the Committee pursuant to the provisions of the Plan shall be final, conclusive and binding on the Company and the Participants, unless such decisions are determined by a court having jurisdiction to
be arbitrary and capricious. 
 3.4 Requirements of Rule 16b-3 and
Section 162(m) of the Code. Notwithstanding any other provision of the Plan, the Board or the Committee may impose such conditions on any Award, and amend the Plan in any such respects, as may be required to satisfy the
requirements of Rule 16b-3, as amended (or any successor or similar rule), under the Exchange Act. 

Any provision of the Plan to the contrary notwithstanding, and except to the extent that the Committee determines otherwise:
(a) transactions by and with respect to officers and Directors of the Company who are subject to Section 16(b) of the Exchange Act (hereafter, “Section 16 Persons”) shall comply with any
applicable conditions of SEC Rule 16b-3; (b) transactions with respect to persons whose remuneration is subject to the provisions of Section 162(m) of the Code shall conform to the requirements of
Section 162(m)(4)(C) of the Code, unless otherwise eligible for transition relief under Section 162(m); and (c) every provision of the Plan shall be administered, interpreted and construed to carry out the foregoing provisions of this
sentence. 
 3.5 Indemnification of Committee. In addition to such other rights of indemnification as they may have as Directors or as
members of the Committee, and to the extent allowed by applicable law, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorneys’ fees actually and reasonably incurred in connection with
the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted or made
hereunder, and against all amounts reasonably paid by them in settlement thereof (provided, however, that the settlement has been approved by the Company, which approval shall not be unreasonably withheld) or paid by them in satisfaction of a
judgment in any such action, suit or proceeding, if such members acted in good faith and in a manner which they believed to be in, and not opposed to, the best interests of the Company and its Subsidiaries; provided further, however, that
within 60 days after institution of any such action, suit or proceeding, such Committee may, in writing, offer the Company the opportunity at its own expense to handle and defend such action, suit or proceeding. 

  
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 ARTICLE IV 

Shares Subject to the Plan 

4.1 Number of Shares. Subject to adjustment as provided in Section 4.4 herein, the maximum aggregate number
of Shares that may be issued pursuant to Awards made under the Plan shall not exceed the sum of 1,596,753, all of which are available for grants of Incentive Stock Options. Except as provided in Sections 4.2 and 4.3 herein, the
issuance of Shares in connection with the exercise of, or as other payment for Awards, under the Plan shall reduce the number of Shares available for future Awards under the Plan and shall not again be available for the grant of an Award. During the
terms of the Awards, the Company shall keep available at all times the number of Shares of Stock required to satisfy such Awards. 
 Shares
that may be issued under the Plan may either be authorized but unissued Shares or Shares held in a grantor trust created by the Company. 

The Company, during the term of the Plan and thereafter during the term of any outstanding Award which may be settled in Shares, shall reserve
and keep available a number of Shares sufficient to satisfy the requirements of the Plan. 
 4.2 Lapsed Awards or Forfeited Shares.
Any Shares of Stock that are subject to an Award that terminates without being exercised, expires, is forfeited or canceled, is exchanged for an Award that does not involve Shares of Stock or, is settled in cash in lieu of shares, shall, to the
extent of such termination, expiration, forfeiture, cancellation, or exchange for another Award or settlement in cash, again be available for Awards under the Plan. 

4.3 Delivery of Shares as Payment. Notwithstanding anything to the contrary contained herein: Shares subject to an Award under the Plan
shall not again be made available for issuance or delivery under the Plan if such Shares are (a) Shares tendered in payment of an Option, (b) Shares delivered or withheld by the Company to satisfy any tax withholding obligation, or
(c) Shares covered by a stock-settled Stock Appreciation Right. Notwithstanding the preceding sentence, with respect to any SAR that is settled partly in cash and partly in Shares, the Shares that are subject to the SAR settled in cash shall
not become available for future Awards under the Plan. If the Company uses the proceeds from the exercise of an Option to repurchase Shares, the Shares so repurchased shall not again be available for Awards under the Plan. 

4.4 Capital Adjustments. In the event that the outstanding Shares shall be increased or decreased or changed into or exchanged for a
different number or kind of shares of stock or other securities of the Company or of another corporation, effected without the receipt of consideration by the Company, through reorganization, merger or consolidation, recapitalization,
reclassification, stock split, reverse stock split, split-up, combination or exchange of Shares or declaration of any dividends payable in Shares, or other distributions to common shareholders other than
regular cash dividends, the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan and subject to outstanding Awards, as well as the exercise price, grant price or purchase price relating to any Award shall
be adjusted as may be deemed appropriate by the Committee under the Plan. The decision of the Committee as to the amount and timing of any such adjustment shall be conclusive. 

  
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 4.5 Substitute Awards. Substitute Awards shall not reduce the Shares authorized for
grant under the Plan or to a Participant in any period. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for delivery pursuant to the terms of such
pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for delivery under the Plan; provided that Awards using
such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to
individuals who were not Key Associates or Directors prior to such acquisition or combination. 
 4.6 Maximum Dollar
Amount Underlying Awards Granted Under the Plan to Any Single Nonemployee Director. The maximum dollar value of all Awards measured in Shares (whether payable in Shares, cash or a combination of both) that may be granted to
any single Director in any year is $300,000, measured at the time of grant. 
 ARTICLE V 

Eligibility 
 The Committee
shall determine and designate from time to time those Key Associates and Directors who are eligible to participate in the Plan. Multiple grants of Awards under the Plan may be made in any calendar year to a Participant. 

ARTICLE VI 
 Stock
Options 
 6.1 Grant of Options. Subject to the terms and conditions of the Plan and the applicable Agreement, Options may be
granted to Key Associates and Directors at any time and from time to time as shall be determined by the Committee. The Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant,
provided, however, consultants and non-employee Directors may be granted Non-Qualified Stock Options only and the aggregate Fair Market Value (determined at the
time the Award is made) of Shares with respect to which any Participant may first exercise ISOs (granted under the Plan and all other equity compensation plans of the Company) during any calendar year may not exceed $100,000 or such amount as shall
be specified in Section 422 of the Code and rules and regulations thereunder. For purposes of this Section 6.1, ISOs shall be taken into account in the order in which they were granted. 

6.2 Option Agreement. Each Option grant shall be evidenced by an Agreement that shall specify: the type of Option granted, the Option
Price (as hereinafter defined), the duration of the Option, the number of Shares to which the Option pertains, any vesting conditions or other conditions imposed upon the exercisability of Options in the event of retirement, death, disability or
other termination of employment or service, and such other provisions as the Committee shall determine. The Agreement shall specify whether the Option is intended to be an Incentive Stock 

  
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Option within the meaning of Section 422 of the Code, or a Non-Qualified Stock Option not intended to be within the provisions of
Section 422 of the Code, provided, however, that if an Option is intended to be an Incentive Stock Option but fails to be such for any reason, it shall continue in full force and effect as a
Non-Qualified Stock Option. A Participant granted an Option shall not be eligible for the payment of dividends or distributions nor shall be credited with dividends or distributions paid with respect to any
Shares. 
 6.3 Option Price. The Option Price shall be determined by the Committee subject to the limitations stated in this Section.
The Option Price shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. In addition, an ISO granted to a Key Associate (including any Director who is a Key Associate) who, at the time of grant, owns (within the meaning of
Section 424(d) of the Code) securities possessing more than 10% of the total combined voting power of all classes of securities of the Company, shall have an Option Price which is at least equal to 110% of the Fair Market Value of a Share on
the Grant Date. 
 6.4 Each Option shall expire at such time as the Committee shall determine, provided, however, that no Option shall
be exercisable after the expiration of ten years from its Award Date. In addition, an ISO granted to a Key Associate (including any Key Associate who is a Director) who, at the time of grant, owns (within the meaning of Section 424(d) of the
Code) securities possessing more than 10% of the total combined voting power of all classes of securities of the Company, shall not be exercisable after the expiration of five years from its Award Date. 

6.5 Exercisability. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions
as the Committee shall determine (which may be based on performance or other criteria), and as shall be set forth in the Agreement, which need not be the same for all Participants. No option may be exercised for a fraction of a share. 

6.6 Method of Exercise. Options shall be exercised by the delivery of a written notice to the Company in the form prescribed by the
Committee setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares and payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax
withholding required in connection with the Option exercise. The Option Price shall be payable to the Company in full either in cash, by delivery of Shares having a Fair Market Value at the time of exercise equal to the Option Price, by reduction in
the number of shares otherwise deliverable upon the exercise of such Option with a Fair Market Value equal to the Option Price or by a combination of the foregoing. 

To the extent permitted under the applicable laws and regulations, at the request of the Participant and with the consent of the Committee,
the Company agrees to cooperate in a “cashless exercise” of an Option. The cashless exercise shall be effected by the Participant delivering to a securities broker instructions to exercise all or part of the Option, including
instructions to sell a sufficient number of Shares to cover the costs and expenses associated therewith. 
 As soon as practicable, after
receipt of written notice and payment of the Option Price and completion of payment of (or an arrangement satisfactory to the Company for the Participant to pay) any tax withholding required in connection with the Option exercise, the Company shall
deliver to the Participant, stock certificates in an appropriate amount based upon the number of Options exercised, issued in the Participant’s name. 

  
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 6.7 Restrictions on Shares. The Committee may impose such restrictions on any
Shares acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of The NASDAQ Stock Market, Inc. or any
national securities exchange upon which such Shares are then listed or traded and under any state securities laws applicable to such Shares. The Committee may specify in an Agreement that Shares delivered on exercise of an Option are Restricted
Stock or Shares subject to forfeiture and cancellation or a buyback right in the event that any term or condition specified in the Agreement is not satisfied. 

6.8 Nontransferability of Options. No Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated
or hypothecated, other than by will or by the laws of descent and distribution. Further, all Options granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.
Notwithstanding the foregoing, if the Participant dies while employed, the executor, administrator, legatees, or distributor of the Participant’s estate shall have the right to exercise the Option during the 12 month period following the
Participant’s death; however, in no event shall an Option be exercisable more than 10 years from the date of grant. 
 Notwithstanding
the foregoing or any other provision of the Plan to the contrary, to the extent permissible under Rule 16b-3 of the Exchange Act, a Participant who is granted
Non-Qualified Stock Options pursuant to the Plan may transfer such Non-Qualified Stock Options to his or her spouse, lineal ascendants, lineal descendants, or to trusts
for their benefit, provided that the Non-Qualified Stock Options so transferred may not again be transferred other than to the Participant originally receiving the grant of
Non-Qualified Stock Options or to an individual or trust to whom such Participant could have transferred Non-Qualified Stock Options pursuant to this
Section 6.8. Non-Qualified Stock Options which are transferred pursuant to this Section 6.8 shall be exercisable by the transferee subject to the same terms
and conditions as would have applied to such Non-Qualified Stock Options in the hands of the Participant originally receiving the grant of such Non-Qualified Stock
Options. 
 6.9 Notification of Disqualifying Disposition of ISO Shares. In the event of a disposition of Shares received upon
exercise of an ISO where the disposition occurs within two years from the date the ISO was granted or one year from the receipt of the underlying Shares (a “disqualifying disposition”), the Participant shall notify the
Company’s Secretary in writing as to the date of such disposition, the sale price (if any), and the number of Shares involved. 

ARTICLE VII 
 Stock
Appreciation Rights 
 7.1 Grant of SARs. The Committee may, in its sole discretion, grant SARs to Key Associates or Directors. A
SAR is a right to receive a payment in cash, Shares or a combination of both. Each SAR shall be subject to such terms and conditions, as the Committee shall impose from time to time in its sole discretion and subject to the terms of the Plan. 

  
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 7.2 SAR Agreement. Each SAR grant shall be evidenced by an Agreement that shall
specify its type of SAR and its terms and conditions. The exercise price of a SAR shall be determined by the Committee, but the exercise price of any SAR that is intended to be an exempt stock right under Section 409A shall not be less than
100% of the Fair Market Value of one Share of Stock on the Grant Date of such Stock Appreciation Right. The Committee is expressly authorized to grant SARs which are deferred compensation covered by Section 409A, as well as SARs which are not
deferred compensation covered by Section 409A. 
 7.3 Exercise of SARs. SARs may be exercised upon whatever terms and conditions
the Committee, in its sole discretion imposes upon such SARs. 
 7.4 Other Conditions Applicable to SAR. In no event shall the term of
any SAR granted under the Plan exceed ten years from the Grant Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds the Fair Market Value per Share on the Grant Date. A SAR shall be exercised by delivery to the Committee
of a notice of exercise in the form prescribed by the Committee. 
 7.5 Payment after Exercise of SARs. Subject to the provisions of
the Agreement, upon the exercise of a SAR, the Participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal (the “SAR Value”) to the product of multiplying
(a) the number of Shares with respect to which the SAR is exercised by (b) an amount equal to the excess of (1) the Fair Market Value per Share on the date of exercise of the SAR over (2) the Fair Market Value per Share on the
Award Date. The Agreement may provide for payment of the SAR Value at the time of exercise or, on an elective or non-elective basis, for payment of the SAR Value at a later date, adjusted (if so provided in
the Agreement) from the date of exercise based on an interest, dividend equivalent, earnings, or other basis (including deemed investment of the SAR Value in Shares) set out in the Agreement (the “adjusted SAR Value”). 

Payment of the SAR Value or adjusted SAR Value to the Participant shall be made in Shares, valued at the Fair Market Value on the date of
exercise in the case of an immediate payment after exercise or at the Fair Market Value on the date of settlement in the event of an elective or non-elective delayed payment, in cash or a combination thereof
as determined by the Committee, either at the time of the Award or thereafter, and as provided in the Agreement. 
 7.6 Nontransferability
of SARs. No SAR granted under the Plan, and no right to receive payment in connection therewith, may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.
Further, all SARs, and rights in connection therewith, granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. 

ARTICLE VIII 
 Restricted
Stock 
 8.1 Grant of Restricted Stock. Subject to the terms and conditions of the Plan, the Committee, at any time and from time
to time, may grant Shares of Restricted Stock under the Plan to such Key Associates and Directors and in such amounts as it shall determine. Participants receiving Restricted Stock Awards are not required to pay the Company therefor (except for
applicable tax withholding) other than the rendering of services. If determined by the Committee, custody of Shares of Restricted Stock may be retained by the Company until the termination of the Period of Restriction pertaining thereto. 


  
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 8.2 Restricted Stock Agreement. Each Restricted Stock Award shall be evidenced by an
Agreement that shall specify, the Period of Restriction, the number of Shares of Restricted Stock granted, and the applicable restrictions and such other provisions as the Committee shall determine. 

8.3 Nontransferability of Restricted Stock. Except as provided in this Article VIII and subject to the limitation in the next
sentence, the Shares of Restricted Stock granted hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction or upon the earlier satisfaction of other
conditions as specified by the Committee in its sole discretion and set forth in the Agreement. All rights with respect to the Restricted Stock granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant
or his guardian or legal representative. 
 8.4 Other Restrictions. The Committee may impose such other restrictions on any Shares of
Restricted Stock granted, including performance requirements, pursuant to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws, and may legend the certificates representing
Restricted Stock to give appropriate notice of such restrictions. Failure to satisfy any applicable restrictions shall result in the subject Shares of the Restricted Stock being forfeited and returned to the Company, with any purchase price paid by
the Participant to be refunded, unless otherwise provided by the Committee. 
 8.5 Certificate Legend. In addition to any legends
placed on certificates pursuant to Section 8.4 herein each certificate representing Shares of Restricted Stock granted pursuant to the Plan shall bear the following legend: 

THE SALE OR OTHER TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THE SILVERGATE CAPITAL CORPORATION 2018 EQUITY COMPENSATION PLAN, IN THE RULES AND ADMINISTRATIVE PROCEDURES ADOPTED PURSUANT TO SUCH PLAN, AND IN AN AGREEMENT DATED (DATE OF GRANT). A COPY OF
THE PLAN, SUCH RULES AND PROCEDURES, AND SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF SILVERGATE CAPITAL CORPORATION. 

8.6 Removal of Restrictions. Except as otherwise provided in this Article VIII, Shares of Restricted Stock covered by each
Restricted Stock Award made under the Plan shall become freely transferable by the Participant after the last day of the Period of Restriction. Once the Shares are released from the restrictions, the Participant shall be entitled to have the legend
required by Section 8.5 herein removed from his or her stock certificate. 

  
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 8.7 Voting Rights. During the Period of Restriction, Participants holding Shares of
Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares. 
 8.8 Dividends and Other Distributions.
Unless otherwise provided in the Agreement, during the Period of Restriction, Participants entitled to or holding Shares of Restricted Stock granted hereunder shall be entitled to receive all dividends and other distributions paid in either cash
or Shares with respect to those Shares while they are so held. All dividends credited on behalf of a Participant (and earnings thereon, if applicable) shall be withheld by the Company without interest (unless otherwise provided in the Award
Agreement) and distributed in cash equal to any of the dividends credited or, at the discretion of the Board, Shares having a Fair Market Value equal to such dividends, if any, upon vesting of such Award, provided that if any portion of the
Restricted Stock Award is forfeited, the Participant shall have no right to receive such dividends with respect to the forfeited Award. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions
on transferability and the same rules for custody as the Shares of Restricted Stock with respect to which they were distributed. 

ARTICLE IX 
 Restricted
Stock Units 
 9.1 Grant of Restricted Stock Units. Subject to the terms and conditions of the Plan, the Committee, at any time
and from time to time, may grant Restricted Stock Units under the Plan (with one Unit representing one Share) to such Key Associates and Directors and in such amounts as it shall determine. Participants receiving Restricted Stock Unit Awards are not
required to pay the Company therefor (except for applicable tax withholding) other than the rendering of services. No Shares shall be issued at the time a Restricted Stock Unit is granted, and the Company will not be required to set aside a fund for
the payment of any such Award. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. The Committee may also grant Restricted Stock Units with a deferral feature, whereby settlement is deferred beyond
the vesting date until the occurrence of a future payment date or event set forth in an Award Agreement. 
 9.2 Restricted Stock Unit
Agreement. Each Restricted Stock Unit Award shall be evidenced by an Agreement that shall specify the Period of Restriction, the number of Restricted Stock Units granted, and the applicable restrictions and such other provisions as the Committee
shall determine. 
 Unless otherwise provided in the Agreement, during the Period of Restriction, Participants holding Restricted Stock
Units (representing the equivalent of one Share) shall have no rights to dividends or other distributions which would have been paid with respect to the Shares represented by those Restricted Stock Units if such Shares were outstanding
(“Dividend Equivalents”). Failure to satisfy any applicable restrictions shall result in the Restricted Stock Units being forfeited and the Company shall have no obligation to make any payment with respect to such forfeited Award, unless
otherwise provided by the Committee. In the event an Award Agreement provides for Dividend Equivalents, such Participant shall receive credit for all dividends and other distributions paid or made in respect of one share of Common Stock during the
period that the Participant holds the Restricted Stock Units or Performance Units. Dividend Equivalents shall be withheld by the Company and credited to the Participant’s account. All Dividend Equivalents credited on behalf


  
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of a Participant (and earnings thereon, if applicable) shall be withheld by the Company without interest (unless otherwise provided in the Award Agreement) and, at the discretion of the
Committee, distributed in cash or Shares having a Fair Market Value equal to such Dividend Equivalents, if any, upon vesting of such Award, provided that if any portion of the Restricted Stock Units is forfeited, the Participant shall have no right
to receive such dividends with respect to the forfeited Award. 
 9.3 Payment after Lapse of Restrictions. Subject to the provisions
of the Agreement, upon the lapse of restrictions with respect to a Restricted Stock Unit, the Participant is entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal (the “RSU
Value”) to the product of multiplying (a) the number of Shares with respect to which the restrictions lapse by (b) the Fair Market Value per Share on the date the restrictions lapse. 

(a) The Agreement may provide for payment of the RSU Value at the time of settlement or, on an elective or
non-elective basis, for payment of the RSU Value at a later date, adjusted (if so, provided in the Agreement) from the date of exercise based on an interest, dividend equivalent, earnings, or other basis
(including deemed investment of the RSU Value in Shares) set out in the Agreement (the “adjusted RSU Value”). The Committee is expressly authorized to grant Restricted Stock Units which are deferred compensation covered by
Section 409A, as well as Restricted, Stock Units which are not deferred compensation covered by Section 409A provided that any deferral of the settlement of a Restricted Stock Unit or any election to defer the settlement of Restricted
Stock Unit shall be made in accordance with the requirements of Section 409A. 
 (b) Payment of the RSU Value or adjusted RSU Value to
the Participant shall be made in Shares, in cash equal to the value of the Shares, or a combination thereof as determined by the Committee and as provided in the Agreement, valued at the Fair Market Value on the date the restrictions therefor lapse
in the case of an immediate payment after vesting or at the Fair Market Value on the date of settlement in the event of an elective or non-elective delayed payment. 

9.4 Nontransferability of Restricted Stock Units. No Restricted Stock Unit granted under the Plan, and no right to receive payment in
connection therewith, may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Restricted Stock Units, and rights in connection therewith, granted
to a Participant under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative. In the event the Participant dies while employed, the Restricted Stock Units, to the extent vested, shall be
paid to the trustee of a designated trust, or to the executor of the Participant’s estate if no trust is designated, within 90 days following the Participant’s death. 

ARTICLE X 
 Change in
Control 
 10.1 The provisions of this Section 10.1 shall apply unless otherwise provided in the Award
Agreement, or to the extent otherwise determined by the Committee, upon the occurrence of a Change in Control: 

  
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 (a) Assumption of Outstanding Awards. Upon a Change in Control where the Company is
not the surviving corporation (or survives only as a subsidiary of another corporation), all outstanding Awards that are not exercised or paid at the time of the Change in Control shall be assumed by, or substituted with Awards that have comparable
terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). For the purposes of this Section 10.1(a), an Award shall be considered assumed or substituted for if, following the Change in Control, the Award
confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in
Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided,
however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may, with the
consent of the surviving corporation (or a parent or subsidiary of the surviving corporation), provide that the consideration to be received upon the exercise or vesting of an Award, for each Share subject thereto, will be solely common stock of the
surviving corporation (or a parent or subsidiary of the surviving corporation) substantially equal in fair market value to the per share consideration received by holders of Shares in the transaction constituting a Change in Control. The
determination of such substantial equality of value of consideration shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding. After a Change in Control, references to the “Company”
as they relate to employment matters shall include the successor employer. 
 (b) Vesting Upon Certain Terminations of Employment in
Connection with a Change in Control. The Committee shall have the discretion to provide for full or partial vesting of Awards upon a Participant’s involuntary termination of service that occurs in connection with a Change in Control,
subject to such terms and conditions set forth in a Participant’s employment agreement, or if none, the Agreement. If any such Awards vest based upon the attainment of certain performance goals, the vesting of the Award may accelerate pro rata
based on the portion of performance period completed as of the date of the Participant’s termination of service or based on the actual performance of the Company based on a shortened performance period which extends through the end of the
fiscal quarter immediately preceding the Participant’s termination of employment or service. 
 (c) Other Alternatives. In the
event of a Change in Control, if all outstanding Awards are not assumed by, or substituted with Awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may take any of
the following actions with respect to any or all outstanding Awards, without the consent of any Participant: 
 (i) the Committee may
determine that the vesting of each outstanding Award shall be accelerated so that each Award shall, immediately prior to the effective date of the Change in Control, become fully vested with respect to the total number of Shares of Stock subject to
such Award provided that the vesting of any Award based upon the attainment of certain performance goals may accelerate pro rata based on the portion of performance period completed as of the date of the Change in Control or based on the actual
performance of the Company based on a shortened performance period which extends through the end of the fiscal quarter immediately preceding the Change in Control; 

  
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 (ii) the Committee, in its sole discretion, may determine that, upon the occurrence of a
Change in Control of the Company, all or a portion of certain outstanding Awards shall terminate within a specified number of days after notice to the Participants, and each such Participant shall receive an amount equal to the value of such Award
on the date of the Change in Control, and with respect to each Share of Stock subject to an Option or SAR, an amount equal to the excess of the Fair Market Value of such Shares immediately prior to the occurrence of such Change in Control (or such
other greater amount as the Committee may determine in its sole and absolute discretion to be equitable to prevent dilution or enlargement of Participants’ rights under the Plan) over the exercise price per share of such Option or SAR. Such
amount shall be payable in cash, in one or more kinds of property (including the property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its sole discretion, shall determine; and 

(iii) after giving Participants an opportunity to exercise all of their outstanding Options and SARs, the Committee may terminate any or all
unexercised Options and SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the
foregoing, if the per share Fair Market Value of the Shares does not exceed the per Share Option exercise price or SAR grant price, as applicable, the Company shall not be required to make any payment to the Participant upon surrender of the Option
or SAR. 
 ARTICLE XI 

Modification, Extension and Renewal of Awards 

Subject to the terms and conditions and within the limitations of the Plan: (a) the Committee may modify, extend or renew outstanding
Awards and may modify the terms of an outstanding Agreement, provided that the exercise price of any Award may not be lowered other than pursuant to Sections 4.4 and 3.1(i) herein; and (b) the Committee may accept the surrender of
outstanding Awards (to the extent not yet exercised) granted under the Plan or outstanding awards granted under any other equity compensation plan of the Company and authorize the granting of new Awards pursuant to the Plan in substitution therefor
so long as the new or substituted awards do not specify a lower exercise price than the surrendered Awards, and otherwise the new Awards may be of a different type than the surrendered Awards, may specify a longer term than the surrendered Awards up
to a maximum of 10 years, may provide for more rapid vesting and exercisability than the surrendered Awards and may contain any other provisions that are authorized by the Plan. Notwithstanding the foregoing, however, no modification of an Award,
shall, without the consent of the Participant, adversely affect the rights or obligations of the Participant. 
 ARTICLE XII 

Amendment, Modification and Termination of the Plan 

12.1 Amendment, Modification and Termination. At any time and from time to time, the Board may terminate, amend or modify the Plan.
Such amendment or modification may be without shareholder approval except to the extent that such approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange or system on
which the Shares are then traded, listed or reported, by any regulatory body having jurisdiction with respect thereto or under any other applicable laws, rules or regulations. 

  
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 12.2 Awards Previously Granted. No termination, amendment or modification of the Plan
other than pursuant to Section 4.4 herein shall in any manner adversely affect any Award theretofore granted under the Plan, without the written consent of the Participant. 

ARTICLE XIII 

Withholding 
 13.1 Tax
Withholding. The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy Federal, State and local taxes (including the Participant’s FICA
obligation) required by law to be withheld with respect to any grant, exercise, or payment made under or as a result of the Plan. 
 13.2
Withholding of Shares. With respect to employees, the Company may require a Participant whose Award granted hereunder has vested, or who exercises an Option or SAR granted hereunder to reimburse the Company for any taxes required by any
governmental regulatory authority to be withheld or otherwise deducted and paid by such corporation or entity in respect of the issuance or disposition of such Shares or the payment of any amounts. In lieu thereof, the Company shall have the right
to withhold the amount of such taxes from any other sums due or to become due from the Company to the Participant upon such terms and conditions as the Committee shall in its sole discretion prescribe. The Company, in its discretion, may hold the
stock certificate to which such Participant is entitled upon the vesting of an Award or the exercise of a Stock Option or SAR as security for the payment of such withholding tax liability, until cash sufficient to pay that liability has been
accumulated by or paid to the Company. With respect to employees, at any time that the Company, Subsidiary or other entity that employs such Participant becomes subject to a withholding obligation under applicable law with respect to the vesting of
an Award or the exercise of an Option (the “Tax Date”), except as set forth below, a Participant may, subject to the approval of the Committee, elect to satisfy, in whole or in part, the Participant’s related personal tax
liabilities (an “Election”) by (a) directing the Company to withhold from Shares issuable in the related vesting or exercise either a specified number of Shares of Stock having a specified value (in each case equal to the
related minimum statutory personal withholding tax liabilities with respect to the applicable taxing jurisdiction in order to comply with the requirements for a “fixed plan” under Accounting Principles Board Opinion No. 25), (b)
tendering Shares of Stock or other securities of the Company previously issued pursuant to the exercise of an Option or other Shares of Stock owned by the Participant, or (iii) combining any or all of the foregoing Elections in any fashion. The
foregoing notwithstanding, however, when previously issued Shares of Stock or other securities of the Company are tendered pursuant to an Election, such tender of Shares will not be accepted unless the Participant has held such Shares for the
requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes. An Election shall be irrevocable. The withheld Shares and other Shares of Stock or other securities tendered in payment shall be valued at
their Fair Market Value on the Tax Date. The Committee may in its sole discretion disapprove of any Election, suspend or terminate the right to make Elections or provide that the right to make Elections shall not apply to particular Shares or
exercises. The Committee may impose any additional conditions or restrictions on the right to make an Election as it shall deem appropriate, including conditions or restrictions with respect to Section 16 of the Exchange Act. 

  
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 ARTICLE XIV 

Successors 
 All
obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or
otherwise, of all or substantially all of the business and/or assets of the Company. 
 ARTICLE XV 

General 
 15.1 Minimum
Vesting Restriction. Awards shall fully vest over a period that is not less than one year from the date of grant; provided, however, that up to five percent of the Shares of Stock subject to the aggregate share reserve set forth in
Section 4.1 as of Effective Date may be subject to Awards that are not subject to the vesting restriction in this Section 15.1. 

15.2 Forfeiture Events. The Committee may specify in an Agreement that the Participant’s rights, payments and benefits with respect
to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain events, in addition to applicable vesting conditions of an Award. Such events may include, without limitation, breach of non-competition, non-solicitation, confidentiality or other restrictive covenants that are contained in the Agreement or otherwise applicable to the Participant, a termination
of the Participant’s employment or service for cause, or other conduct by the Participant that is detrimental to the business or reputation of the Company. 

15.3 Clawback. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law, government
regulation or stock exchange listing requirement, will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation or stock exchange listing requirement (or any policy adopted by the Company
pursuant to any such law, government regulation or stock exchange listing requirement). 
 15.4 Deferral of Awards. The Committee may
establish one or more programs under the Plan to permit selected Participants the opportunity to elect to defer receipt of consideration upon exercise of an Award, satisfaction of performance goals or other event that absent the election would
entitle the Participant to payment or receipt of Shares of Stock or other consideration under an Award. The Committee may establish the election procedures, the timing of such elections, the mechanisms for payments of, and accrual of interest or
other earnings, if any, on amounts, Shares or other consideration so deferred, and such other terms, conditions, rules and procedures that the Committee deems advisable for the administration of any such deferral program. 

15.5 Requirements of Law. The granting of Awards and the issuance of Shares of Stock under the Plan shall be subject to all applicable
laws, rules and regulations, and to such approvals by any governmental agencies or self-regulatory organizations as may be required. 

  
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 15.6 Effect of the Plan. The establishment of the Plan shall not confer upon any Key
Associate or Director any legal or equitable right against the Company, a Subsidiary or the Committee, except as expressly provided in the Plan. The Plan does not constitute an inducement or consideration for the employment or service of any Key
Associate or Director, nor is it a contract between the Company or any of its Subsidiaries and any Key Associate or Director. Participation in the Plan shall not give any Key Associate or Director any right to be retained in the service of the
Company or any of its Subsidiaries. No Key Associate or Director who receives an Award shall have rights as a shareholder of the Company prior to the date Shares are issued to the Participant pursuant to the Plan. 

15.7 Creditors. The interests of any Participant under the Plan or any Agreement are not subject to the claims of creditors and may not,
in any way, be assigned, alienated or encumbered. 
 15.8 Governing Law. The Plan, and all Agreements hereunder, shall be governed,
construed and administered in accordance with and governed by the laws of the State of Maryland and the intention of the Company is that ISOs granted under the Plan qualify as such under Section 422 of the Code. 

15.9 Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

15.10 Unfunded Status of Plan. The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation.
With respect to any payments as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a
general unsecured creditor of the Company. 
 ARTICLE XVI 

Section 409A 
 16.1
General. Notwithstanding any provision of this Plan or of an Agreement to the contrary, the Company intends that all Awards be structured in compliance with, or to satisfy an exemption from, Section 409A of the Code and any related
regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Services (“Section 409A”), such that no adverse tax consequences, interest, or
penalties under Section 409A apply in connection with any Awards. Notwithstanding anything herein or in any Award Agreement to the contrary, the Committee may, without a Participant’s prior consent, amend this Plan and/or Awards, adopt
policies and procedures, or take any other actions (including amendments, policies, procedures and actions with retroactive effect) as are necessary or appropriate to preserve the intended tax treatment of Awards under the Plan, including without
limitation, any such actions intended to (A) exempt this Plan and/or any Award from the application of Section 409A, and/or (B) comply with the requirements of Section 409A, including without limitation any such regulations,
guidance, compliance programs and other interpretative authority that may be issued after the date of grant of any Award. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or


  
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otherwise. The Company will have no obligation under this Section 16.1 or otherwise to take any action (whether or not described herein) to avoid the imposition of
taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A. 

16.2 Separation from Service. With respect to any Award that constitutes “nonqualified deferred compensation” under
Section 409A, any payment or settlement of such Award that is to be made upon a termination of a Participant’s service relationship will, to the extent necessary to avoid the imposition of taxes under Section 409A, be made only upon
the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or subsequent to the termination of the Participant’s service relationship. For
purposes of any such provision of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms will mean “separation from service.”

 16.3 Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of
“nonqualified deferred compensation” that are otherwise required to be made under an Award to a “specified employee” (as defined under Section 409A and determined by the Administrator) as a result of his or her
“separation from service” will, to the extent necessary to avoid the imposition of taxes under Code Section 409A(a)(2)(B)(i), be delayed until the expiration of the six (6) month period immediately following such “separation
from service” (or, if earlier, until the date of death of the specified employee) and will instead be paid (in a manner set forth in the Award agreement) on the day that immediately follows the end of such six (6) month period or as soon
as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award that are, by their terms, payable more than six (6) months following the Participant’s
“separation from service” will be paid at the time or times such payments are otherwise scheduled to be made. 
 * * * * * * * 


  
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