exv10w2



 






EXHIBIT 10.2

FORM OF WESTERN ALLIANCE BANCORPORATION 2005 STOCK INCENTIVE

PLAN AGREEMENT — INCENTIVE




Option No.:                     




WESTERN
ALLIANCE BANCORPORATION

2005 STOCK INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT




     Western Alliance Bancorporation, a Nevada corporation (the “Company”), hereby grants an
option to purchase shares of its common stock, $.0001 par value, (the “Stock”) to the optionee
named below. The terms and conditions of the option are set forth in this cover sheet, in the
attachment and in the Company’s 2005 Stock Incentive Plan (the “Plan”).



Grant Date:                                         , 200                    




Name of Optionee:                                                                                 




Optionee’s
Social Security Number:
                    —                    —                    




Number of Shares Covered by Option:                     




Option Price per Share: $                    .                     (At least 100% of Fair Market Value)




Vesting Start Date:                                         ,                    




     By signing this cover sheet, you agree to all of the terms and conditions described in
the attached Agreement and in the Plan, a copy of which is also attached. You acknowledge that you
have carefully reviewed the Plan, and agree that the Plan will control in the event any provision
of this Agreement should appear to be inconsistent.



Optionee:                     




(Signature)




Company:                     




(Signature)




     Title:
–



Attachment




This is not a stock certificate or a negotiable instrument




 









 








WESTERN
ALLIANCE BANCORPORATION

2005 STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT




	 	 	 
	Incentive Stock Option

	 	This option is intended to be an
incentive stock option under Section
422 of the Internal Revenue Code and
will be interpreted accordingly. If
you cease to be an employee of the
Company, its parent or a subsidiary
(“Employee”) but continue to provide
Service, this option will be deemed
a nonstatutory stock option three
months after you cease to be an
Employee. In addition, to the
extent that all or part of this
option exceeds the $100,000 rule of
section 422(d) of the Internal
Revenue Code, this option or the
lesser excess part will be deemed to
be a nonstatutory stock option.
	 
	Vesting

	 	This option is only exercisable
before it expires and then only with
respect to the vested portion of the
option. Subject to the preceding
sentence, you may exercise this
option, in whole or in part, to
purchase a whole number of vested
shares not less than 100 shares,
unless the number of shares
purchased is the total number
available for purchase under the
option, by following the procedures
set forth in the Plan and below in
this Agreement.
	 
	 

	 	[Your right to purchase shares of
Stock under this option vests as to
twenty percent (20%) of the total
number of shares covered by this
option, as shown on the cover sheet
(the “Option Shares”), on each of
the first five anniversaries of the
Vesting Start Date, as long as you
remain in Service on the applicable
vesting date. The resulting
aggregate number of vested shares
will be rounded down to the nearest
whole number, and you cannot vest in
more than the number of shares
covered by this option.]
	 
	 

	 	No additional shares of Stock will
vest after your Service has
terminated for any reason.
	 
	Term

	 	Your option will expire in any event
at the close of business at Company
headquarters on the day before the
10th anniversary of the Grant Date,
as shown on the cover sheet. Your
option will expire earlier (but
never later) if your Service
terminates, as described below.
	 
	Regular Termination

	 	If your Service terminates for any
reason, other than death, Disability
or Cause, then your option will
expire at the close of business at
Company headquarters on the 90th day
after your termination date.






 









 






	 	 	 
	Termination for

Cause

	 	If your Service is terminated for
Cause, then you shall immediately
forfeit all rights to your option
and the option shall immediately
expire.
	 
	Death

	 	If your Service terminates because
of your death, then your option will
expire at the close of business at
Company headquarters on the date
twelve (12) months after the date of
death. During that twelve month
period, your estate or heirs may
exercise the vested portion of your
option.
	 
	 

	 	In addition, if you die during the
90-day period described in
connection with a regular
termination (i.e., a termination of
your Service not on account of your
death, Disability or Cause), and a
vested portion of your option has
not yet been exercised, then your
option will instead expire on the
date twelve (12) months after your
termination date. In such a case,
during the period following your
death up to the date twelve (12)
months after your termination date,
your estate or heirs may exercise
the vested portion of your option.
	 
	Disability

	 	If your Service terminates because
of your Disability, then your option
will expire at the close of business
at Company headquarters on the date
twelve (12) months after your
termination date.
	 
	Leaves of Absence

	 	For purposes of this option, your
Service does not terminate when you
go on a bona fide employee leave of
absence that was approved by the
Company in writing, if the terms of
the leave provide for continued
Service crediting, or when continued
Service crediting is required by
applicable law. However, your
Service will be treated as
terminating 90 days after you went
on employee leave, unless your right
to return to active work is
guaranteed by law or by a contract.
Your Service terminates in any event
when the approved leave ends unless
you immediately return to active
employee work.
	 
	 

	 	The Company determines, in its sole
discretion, which leaves count for
this purpose, and when your Service
terminates for all purposes under
the Plan.
	 
	Notice of Exercise

	 	When you wish to exercise this
option, you must notify the Company
by filing the proper “Notice of
Exercise” form at the address given
on the form. Your notice must
specify how many shares you wish to
purchase (in a parcel of at least
100 shares generally). Your notice
must also specify how your shares of
Stock should be registered (in your
name only or in your and your
spouse’s names as joint tenants with
right of survivorship). The notice
will be effective when it is
received by the Company.
	 
	 

	 	If someone else wants to exercise
this option after your death, that
person must prove to the Company’s
satisfaction that he or she is
entitled to do so.
	 
	Form of Payment

	 	When you submit your notice of
exercise, you must include payment
of the option price for the shares
you are purchasing. Payment may be
made in one (or a combination) of
the following forms:
	 
	 

	 	Cash, your personal check, a
cashier’s check, a money order or
another cash equivalent acceptable
to the Company.
	 
	 

	 	Shares of Stock which have already
been owned by you for more than six
months and which are surrendered to
the Company. The value of the
shares, determined as of the
effective date of the option
exercise,






 









 






	 	 	 
	 

	 	will be applied to the
option price.
	 
	 

	 	To the extent a public market for
the Stock exists as determined by
the Company, by delivery (on a form
prescribed by the Company) of an
irrevocable direction to a licensed
securities broker acceptable to the
Company to sell Stock and to deliver
all or part of the sale proceeds to
the Company in payment of the
aggregate option price and any
withholding taxes.
	 
	Withholding Taxes

	 	You will not be allowed to exercise
this option unless you make
acceptable arrangements to pay any
withholding or other taxes that may
be due as a result of the option
exercise or sale of Stock acquired
under this option. In the event
that the Company determines that any
federal, state, local or foreign tax
or withholding payment is required
relating to the exercise or sale of
shares arising from this grant, the
Company shall have the right to
require such payments from you, or
withhold such amounts from other
payments due to you from the Company
or any Affiliate.
	 
	Transfer of Option

	 	During your lifetime, only you (or,
in the event of your legal
incapacity or incompetency, your
guardian or legal representative)
may exercise the option. You cannot
transfer or assign this option. For
instance, you may not sell this
option or use it as security for a
loan. If you attempt to do any of
these things, this option will
immediately become invalid. You
may, however, dispose of this option
in your will or it may be
transferred upon your death by the
laws of descent and distribution or
pursuant to a domestic relations
order as referred to in the Code or
Title I of the Employment Retirement
Income Security Act or the rules
thereunder.






 









 






	 	 	 
	Market Stand-off Agreement

	 	In connection with any underwritten
public offering by the Company of
its equity securities pursuant to an
effective registration statement
filed under the Securities Act,
including the Company’s initial
public offering, you agree not to
sell, make any short sale of, loan,
hypothecate, pledge, grant any
option for the purchase of, or
otherwise dispose or transfer for
value or agree to engage in any of
the foregoing transactions with
respect to any shares of Stock
without the prior written consent of
the Company or its underwriters, for
such period of time after the
effective date of such registration
statement as may be requested by the
Company or the underwriters (not to
exceed 180 days in length).
	 
	Investment Representation

	 	If the sale of Stock under the
Plan is not registered under the
Securities Act, but an exemption is
available which requires an
investment or other representation,
you shall represent and agree at the
time of exercise that the Stock
being acquired upon exercise of this
option is being acquired for
investment, and not with a view to
the sale or distribution thereof,
and shall make such other
representations as are deemed
necessary or appropriate by the
Company and its counsel.
	 
	Retention Rights

	 	Neither your option nor this
Agreement give you the right to be
retained by the Company (or any
Parent, Subsidiaries or Affiliates)
in any capacity. The Company (and
any Parent, Subsidiaries or
Affiliates) reserve the right to
terminate your Service at any time
and for any reason.
	 
	Shareholder Rights

	 	You, or your estate or heirs, have
no rights as a shareholder of the
Company until a certificate for your
option’s shares has been issued (or
an appropriate book entry has been
made). No adjustments are made for
dividends or other rights if the
applicable record date occurs before
your stock certificate is issued (or
an appropriate book entry has been
made), except as described in the
Plan.
	 
	Adjustments

	 	In the event of a stock split, a
stock dividend or a similar change
in the Stock, the number of shares
covered by this option and the
option price per share shall be
adjusted (and rounded down to the
nearest whole number) if required
pursuant to the Plan. Your option
shall be subject to the terms of the
agreement of merger, liquidation or
reorganization in the event the
Company is subject to such corporate
activity.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted
and enforced under the laws of the
State of Nevada, other than any
conflicts or choice of law rule or
principle that might otherwise refer
construction or interpretation of
this Agreement to the substantive
law of another jurisdiction.
	 
	The Plan

	 	The text of the Plan is incorporated
in this Agreement by reference.
Certain capitalized terms used in
this Agreement are defined in the
Plan, and have the meaning set forth
in the Plan.
	 
	 

	 	This Agreement and the Plan
constitute the entire understanding
between you and the Company
regarding this option. Any prior
agreements, commitments or
negotiations concerning this option
are superseded.
	 
	Other Agreements

	 	You agree, as a condition of the
grant of this option, that in
connection with the exercise of the
option, you will execute such
document(s) as necessary to become a
party to any shareholder agreement
or voting trust as the Company may
require.
	 
	Certain Dispositions

	 	If you sell or otherwise dispose of
Stock acquired pursuant to the
exercise






 









 






	 	 	 
	 

	 	of this option sooner than
the one year anniversary of the date
you acquired the Stock, then you
agree to notify the Company in
writing of the date of sale or
disposition, the number of shares of
Stock sold or disposed of and the
sale price per share within 30 days
of such sale or disposition.





By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions described above and in the Plan.