exv10w28






Exhibit 10.28




STOCK OPTION AGREEMENT




     THIS STOCK OPTION AGREEMENT is made and entered into as of the grant date set forth on the
participant website (the “Website”) of the stock option administrator of Wilmington Trust
Corporation, a Delaware corporation (the “Corporation”), between the Corporation and the Optionee
identified on the Website (the “Optionee”).



BACKGROUND




     A. The Corporation has determined that its interests will be advanced by providing an
incentive to the Optionee to acquire a proprietary interest in the Corporation and, as a
stockholder, to share in its success, with added incentive to work effectively for and in the
Corporation’s interests.



     B. Unless otherwise provided herein, capitalized terms used herein shall have the meanings
given to them in the Corporation’s 2009 Long-Term Incentive Plan (the “Plan”).



     NOW, THEREFORE, in consideration of the foregoing, the mutual promises contained herein, and
other good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:



     1. Grant. Subject to the provisions of the Plan, the Optionee hereby is granted, as a
matter of separate agreement and not in lieu of salary or any other compensation for services, the
right and option (the “Option”) to purchase up to the number of full shares of the Corporation’s
common stock set forth on the Website for the Optionee for this grant date, which may be authorized
but unissued shares or previously issued shares that the Corporation has re-acquired and holds in
its treasury. The Option shall be an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”), with respect to the number of shares so reflected on
the Website and a non-qualified stock option with respect to the number of shares so reflected on
the Website.



     2. Price. The purchase price of each of the shares described in Paragraph 1 above
shall be the grant price set forth on the Website.



     3. When Exercisable. The Option may not be exercised prior to three years from the
date hereof. Thereafter, and from time to time, the Optionee may exercise the Option, in whole or
in part, at any time within the period ending on ten years after the date hereof, subject to
earlier termination as provided in Paragraph 6 below.



     4. How Exercisable. The Optionee may exercise the Option by completing the option
exercise process established by the Corporation’s stock option administrator specifying the number
of shares to be acquired. That information shall be accompanied either by (a) a check in full
payment of the Option price per share, (b) delivery of full shares of the Corporation’s common
stock duly owned by the Optionee (and for which the Optionee has good title, free and clear of any
liens or encumbrances) and having a Market Value Per Share on the date of exercise equal to the
Option price of the shares being acquired (which may include shares to be issued in connection with
the exercise of the Option, subject to such rules as the Committee deems appropriate), (c) any
combination of cash and such shares equal in value to the exercise price, or (d) delivery of other
consideration that the Committee deems appropriate (including payment in accordance with a cashless
exercise program under which, if the Optionee so instructs, shares



 









 




may be issued directly to the Optionee’s broker or dealer upon receipt of the full exercise price
from the broker or dealer). Until that payment, the Optionee shall have no rights in the stock
being acquired.




     The Optionee acknowledges that all shares acquired by him or her pursuant hereto are and will
be acquired for investment only and not for distribution. The Optionee shall provide the
Corporation with a written representation, signed by him or her, to that effect upon request.



     5. Transfer. The Option is not transferable by the Optionee otherwise than by will or
pursuant to the laws of descent and distribution or, in certain circumstances, pursuant to a
qualified domestic relations order, as defined in the Internal Revenue Code of 1986, as amended, or
the Employee Retirement Income Security Act of 1974, as amended.



     6. Termination of Option.



     a. If the Optionee’s service as a director of the Corporation is terminated for any reason
other than retirement, death, or disability, whether by resignation or discharge, the Option shall
expire effective as of the date that service is terminated.



     b. In the case of the Optionee’s death, the Option shall expire in accordance with the terms
and conditions of the Plan.



     c. If the Optionee’s service terminates due to disability, the Option shall, at the Optionee’s
election, vest immediately if not already vested, and shall be exercisable until the earlier of the
expiration date of the Option or three years after the date of the disability. If the Optionee has
died before then, the Option shall be exercisable only by the person or persons to whom the
Optionee’s rights under the Option passed under the Optionee’s will or by the laws of descent and
distribution.



     d. If the Optionee’s service terminates due to the Optionee’s retirement as required by the
Corporation’s Bylaws, the Option shall, if not already vested, vest pro rata determined by
multiplying the number of shares subject to the Option by a fraction, the numerator of which is the
number of full months between the Date of Grant to the date of termination of service and the
denominator of which is 36. For example, if 100 options were awarded on February 1 and would by
their terms vest in three years, and the Optionee retires on April 20 of the first year, then
6 shares would vest automatically upon the Optionee’s retirement (100 shares times (2 full months
of service divided by 36), or 5.55 rounded to the nearest whole share), and the Option for the
remaining shares shall expire.



     Otherwise, the Option shall expire upon the Optionee’s retirement.



     e. Notwithstanding anything to the contrary in this Section 6, in the event of a Change in
Control and termination of the Optionee’s service as a director of the Corporation or any of its
subsidiaries within two years following that Change in Control, the Option shall vest immediately
if not already vested, and all Options shall be exercisable until 120 days after the date of such
termination or , if earlier, until the Option’s scheduled expiration date.



     Otherwise, the Option shall expire upon the termination of the Optionee’s service as a
director.



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     7. Plan Provisions Control Award Terms; Modifications. The Option is granted pursuant
and subject to the terms and conditions of the Plan, the provisions of which are incorporated by
reference herein. If any provision hereof conflicts with any provision of the Plan as constituted
on the Date of Grant, the terms of the Plan shall control. The Option shall not be modified after
the Date of Grant except by written agreement between the Corporation and the Optionee; provided,
however, that such modification shall (a) not be inconsistent with the Plan and (b) be approved by
the Committee.



     In all other respects, all questions relating to the validity, interpretation, construction,
and enforcement hereof shall be governed by Delaware law.



     8. Taxes. The Corporation shall be entitled to withhold (or secure payment from the
Optionee in lieu of withholding) the amount of any withholding or other tax required to be withheld
or paid by the Corporation by law with respect to any shares issuable hereunder, or upon a
disqualifying disposition of shares received pursuant to the exercise of the portion of the Option,
if any, which is an incentive stock option under Section 422 of the Code. The Corporation may
defer issuance of shares upon the exercise of the Option unless the Corporation is indemnified to
its satisfaction against any liability for any such tax. The amount of that withholding or tax
payment shall be determined by the Committee or its delegate. The Optionee may satisfy his or her
tax withholding obligation by: (a) paying cash to the Corporation and/or (b) delivering to the
Corporation a number of shares of the Corporation’s stock or withholding from the Option, at the
appropriate time, a number of shares, in either case sufficient, based upon the Market Value Per
Share of those shares, to satisfy those tax withholding requirements. The Committee shall be
authorized, in its sole discretion, to establish rules and procedures relating to any such
withholding methods it deems necessary or appropriate (including, without limitation, rules and
procedures relating to elections to have shares withheld upon exercise of the Option) to meet those
withholding obligations.



     IN WITNESS WHEREOF, by the Corporation’s delivery hereof and the Optionee’s acceptance hereof
by selecting “Agree” and clicking “Submit” on the Website, the parties have entered into this Stock
Option Agreement as of the date hereof.




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