exv10w3



 








EXHIBIT 10.3

FORM OF WESTERN ALLIANCE BANCORPORATION 2005 STOCK INCENTIVE

PLAN AGREEMENT — NONQUALIFIED




Option No.: _______




WESTERN
ALLIANCE BANCORPORATION

2005 STOCK INCENTIVE PLAN




NONQUALIFIED 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: $                    .                    




Vesting Start Date:                                         , 20                     




     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

NONQUALIFIED STOCK OPTION AGREEMENT




	 	 	 	 	 
	Nonqualified Stock Option	 	This option is not intended to be an
incentive stock option under Section
422 of the Internal Revenue Code and
will be interpreted accordingly.
	 
	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 may be
adjusted (and rounded down to the
nearest whole number) 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.







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