exv10w19






Exhibit 10.19



Western Alliance Bancorporation

Annual 2011 Bonus Plan




Parent and All Affiliate Banks



OBJECTIVE: The purpose of this Annual Bonus Plan is to provide incentives and rewards for superior
performance in order to attract and retain highly qualified team members and to maximize financial
performance so that Western Alliance Bancorporation (WAL) will meet and exceed its goals.



ELIGIBILITY: Team members (except those on special incentive plans, such as; RE, WAL Equipment
Leasing, Shine Investment Services, Alliance Association Financial Services, Treasury Management
and several individual plans) who are employed by WAL as of January 1st of the Plan
Year. Bonuses for team members hired after January 1st but on or before September
30th of a Plan Year will be prorated. Team members hired after September 30th
may be eligible the following Plan Year.



EFFECTIVE DATE: January 1, 2011. This Plan supersedes all others before it and for 2011 there will
be one plan for the Company.



FREQUENCY OF AWARDS: Awards will be paid annually within 90 days after the end of the Plan Year.
Participants must be employed at the payment date to receive any bonus compensation under this
Plan.



PLAN ADMINISTRATOR: WAL Compensation Committee will administer and approve the Plan annually. The
day to day details of the Plan will be monitored by an internal committee made up of WAL Chief
Executive Officer, President/COO, Chief Financial Officer, and Chief Administrative Officer.



HOW THE PLAN WORKS: Subject to the terms of the Plan, bonus calculations will be based on the
following factors: 1) Organic Deposit Growth, 2) Organic Loan Growth, 3) Net Income, 4) Credit
Quality, 5) Pre-tax and Pre-Credit, and 6) QUALITY Control (Regulatory exams and Internal Audits).



A Target bonus percentage expressed as a percent of Base Salary will be established for each
Participant. A payout at the maximum level requires outstanding performance for the year in all
components of the Plan.



Base Salary is defined as the Participant’s actual salary earned for the year which includes pay
for regular hours worked plus paid holiday, sick, and vacation hours; earnings received while on a
Leave of Absence are not included in this calculation.





	 	A.	 	Organic Deposit Performance is weighted 15%







               This portion of the bonus will be calculated based on WAL performance in Organic Deposit
Growth.




Organic Deposit Growth




	 	1.	 	As soon as possible after the end of the Plan Year, the Finance Department will
measure the Actual Organic Deposit Growth results for WAL. Adjustments may be made to
these calculations to account for windfalls, etc.

	 
	 	2.	 	Following are the definitions/calculations on which this portion of the bonus will
be based:







	 	a.	 	A calculation will be made for the WAL Growth in Organic Deposits
(15% of target).

	 
	 	b.	 	Organic Deposits will be calculated on organic growth and will not
include increases in deposits acquired by acquisition.





 









 






	 	c.	 	Calculation: The percent of Target bonus paid for Organic Deposit
Growth will be calculated based on the following schedule:







	 	 	 	 	 	 
	 
	 	CHART FOR ORGANIC DEPOSIT GROWTH 15% OF TARGET	 
	 	WAL Performance Organic	 	 	 	 
	 	Deposit Growth	 	 	Percent of Target Paid (Organic Deposits)	 
	 	Less than <3%
	 	 	No Bonus paid	 
	 	Between 3% - 6%
	 	 	75% to 100% 	 
	 	Between 6% - 9%
	 	 	100% to 150% 	 
	 






	 	3.	 	In order to receive more than 100% of the Organic Deposit growth portion of the
bonus:







	 	a.	 	WAL must achieve a growth of more than 6% in Organic Deposits to pay
more than 100% for the goal being measured, and

	 
	 	b.	 	Participant must meet individual goals in this respective area.







	 	A.	 	Organic Loan Growth is weighted 15%







                    This portion of the bonus will be calculated based on WAL performance in Organic Loan
Growth.




 Loans Growth




	 	1.	 	As soon as possible after the end of the Plan Year, the Finance Department will
measure the Actual Loan results for WAL. Adjustments may be made to these calculations
to account for windfalls, etc.

	 
	 	2.	 	Following are the definitions/calculations on which this portion of the bonus
will be based:







	 	a.	 	A calculation will be made for WAL Growth in Total Loans (15% of
target).

	 
	 	b.	 	Loans will be calculated on organic growth and will not include
increases in loans acquired by acquisition.

	 
	 	c.	 	Calculation: The percent of Target bonus paid for Loan will each be
calculated based on the following schedule:






	 	 	 	 	 	 
	 
	 	CHART FOR ORGANIC LOAN GROWTH 15% OF TARGET	 
	 	WAL Performance Organic	 	 	 	 
	 	Loan Growth	 	 	Percent of Target Paid (Organic Loans)	 
	 	Less than <3%
	 	 	No Bonus paid	 
	 	Between 3% - 6%
	 	 	75% to 100% 	 
	 	Between 6% - 9%
	 	 	100% to 150% 	 
	 






	 	3.	 	In order to receive more than 100% of the Loan growth portion of the bonus:







	 	a.	 	WAL must achieve a growth of more than 6% in Loans to pay more than 100%
for the goal being measured, and

	 
	 	b.	 	Participant must meet individual goals in this respective area.







	 	B.	 	Net Income Growth is weighted 20%







This portion of the bonus will be calculated on Net Income



	 	 	 	 	 	 
	 
	 	CHART FOR NET INCOME WEIGHTED 20% OF TARGET	 
	 	WAL Net Income Growth	 	 	 	 
	 	Performance	 	 	Percent of Target Bonus Paid Net Income	 
	 	Less than <$18 million
	 	 	No Bonus paid	 
	 	Between $18 -$21
	 	 	75% to 100% 	 
	 	Between $21 -$30
	 	 	100% to 150% 	 
	 






	 	C.	 	Pre-Tax, Pre-Credit Earnings is weighted 20%







This portion of the bonus will be calculated on Pre-Tax, Pre-Credit



 









 





	 	 	 	 	 	 
	 
	 	CHART FOR ROAA GROWTH 20% OF TARGET	 
	 	WAL Performance Pre Pre Earnings	 	 	Percent of Target Bonus Paid	 
	 	Less than <$100 million
	 	 	No Bonus paid	 
	 	Between $100 - $110
	 	 	75% to 100%	 
	 	Between $110 – $120
	 	 	100% to 150%	 
	 






	 	D.	 	Credit
 Quality is weighted 20%







               This portion of the bonus will be calculated on Net Charge Offs (weighted 10%) and NPA’s
(weighted10%)



	 	 	 	 	 	 
	 
	 	WAL Credit Quality Performance	 	 	Percent of Target Bonus Paid	 
	 	Net Charge Offs
	 	 	 	 
	 	>1.5%
	 	 	No Bonus paid	 
	 	1.5% -1.3%
	 	 	75% to 100%	 
	 	1.3% - 1.1%
	 	 	 	 
	 





	 	 	 	 	 	 

	 	NPA’s
	 	 	 	 
	 	>3.0%
	 	 	No Bonus paid	 
	 	3.0% - 2.5%
	 	 	75% to 100%	 
	 	2.5% - 2.0%
	 	 	100% to 150%	 
	 






	 	E.	 	Quality Control is weighted 10%







	 	1.	 	Quality control refers to the effectiveness of the Corporation’s regulatory
examinations and internal audits.

	 
	 	2.	 	Quality Control will be measured in the following two areas:







	 	a.	 	All Regulatory Examinations (5%)

	 	b.	 	Internal Audits (5%)







	 	3.	 	The maximum pay out on this quality control is 100%

	 
	 	4.	 	Quality Control performance will be measured and assessed by the WAL Audit
Committee







	 	F.	 	Other Calculation Provisions







	 	1.	 	All participants below the level of Vice President will be paid out according to
the bonus formula

	 
	 	2.	 	All Vice Presidents and above (excluding members of the Executive Management
Committee) will be evaluated at the end of the plan year. Based upon these evaluations,
participants final bonus payout will range from 75% to 125% of overall payout.

	 
	 	3.	 	Each officer will be evaluated in the following areas:







	 	a.	 	Ability to Work within a Team setting

	 
	 	b.	 	Initiative/Proactive

	 
	 	c.	 	Customer Service Focus

	 
	 	d.	 	Commitment to Quality

	 
	 	e.	 	Planning/Organization

	 
	 	f.	 	Leadership







	 	i.	 	Strategic Thinking

	 
	 	ii.	 	Mentoring





 









 






	 	iii.	 	Communication

	 
	 	iv.	 	Development







	 	4.	 	Executive Management Committee members cannot receive more than 33% of their
Target bonuses unless WAL achieves positive net income for fiscal year 2011.

	 
	 	5.	 	Participants must meet individual loan and organic deposit production goals, if
assigned, or their total bonus may be reduced or eliminated.

	 
	 	6.	 	A participant’s bonus may be reduced or eliminated if, in the discretion of
Management, i) the department’s loan review and/or audits are rated below satisfactory
and/or not adhering to safety, soundness, and approved operational procedures, ii) any
participant, their branch or department earns a rating of less than “Satisfactory,” iii)
the department’s credit underwriting and/or portfolio management practices are rated
below “Satisfactory” and/or not adhering to safety and soundness, or iv) the
participant, their branch or department has not contributed adequately to the financial
results attributed to them.







	 	G.	 	Other Administrative Provisions







	 	1.	 	This is a discretionary bonus plan and, in order to receive payment of any bonus
under this Plan, the participant must be employed by WAL at the time payment is made,
which will be no later than March 15th.

	 
	 	2.	 	Designation as a participant in the Plan does not create a contract of employment
for any specified time, nor shall such act to alter or amend WAL’s “at-will” policy of
employment.

	 
	 	3.	 	If any participant’s performance is rated as falling below job expectations or as
less than satisfactory at any time during the Plan Year, or if the participant is
subject to any written disciplinary action, the bonus payment will be reduced or
eliminated.

	 
	 	4.	 	Participants who transfer during the year will participate in the Plan applicable
to the department they are in at year-end. If extenuating circumstances arise,
exceptions to this policy will be considered on a case by case basis.

	 
	 	5.	 	A change in officer title occurring during the year will not change the target
bonus percentage.

	 
	 	6.	 	Awards will be paid through the normal payroll process to participants. All
awards will be subject to applicable taxes. Awards do not constitute commissions or
additional wages, and participants have no vested interests in the benefits of the Plan,
except as expressly provided for herein.

	 
	 	7.	 	Awards under this Plan will be used in calculating covered earnings for benefit
purposes for the 401(k) and Life Insurance Plans but not for Long Term Disability
Insurance.

	 
	 	8.	 	Timely and accurate completion of all business plans, reports, budgets and other
planning exercises is required for payment under the Plan.

	 
	 	9.	 	Acknowledgment from the HR Department that offices and officers have conformed to
bank policy in timeliness of annual reviews, controllable turnover, and all other areas
of HR administration is required for payment under this Plan.

	 
	 	10.	 	Performance measurements and statistics will be based on calculations completed
by the Finance Division of WAL. Any questions about the results or the bonus
calculations must be submitted to the Plan Administrator within 30 days after the
calculations have been completed and published, after which time no inquiries will be
considered.

	 
	 	11.	 	Management retains the right in its sole discretion to adjust bonuses to reflect
“windfall” changes (i.e., transfer of unusually large accounts or loans between offices,
etc.).

	 
	 	12.	 	This Plan is governed and interpreted by the Plan Administrator, whose decisions
shall be final. This is a discretionary program and the Plan Administrator or the Board
of Directors of WAL reserves the right to terminate or alter this bonus program at any
time.

	 
	 	13.	 	Participants are eligible to participate in only one annual bonus plan (could
also be paid out quarterly), and Management has the discretion to assign any team member
to the particular plan it deems appropriate.





 









 






	 	14.	 	The intent of WAL Management is to fairly reward team members for adding value to
the Company. If any adjustments need to be made to allow this Plan to accomplish its
purpose, the Incentive Compensation Committee in its sole discretion can make those
adjustments.





Sample Calculation:





	1.	 	WAL Organic Deposit Growth Performance is weighted 15%






	 	 	 	 	 	 

	 	
Organic Deposit Growth Performance
	 	 	WAL	 
	 	Deposit Growth Achieved
	 	 	3%	 
	 	% of Deposit Target Bonus Paid
	 	 	75%	 
	 




  See table on page 2





	2.	 	WAL Organic Loan Growth Performance is weighted 15%






	 	 	 	 	 	 

	 	
Organic Loan Growth
	 	 	WAL	 
	 	Loan Growth Achieved
	 	 	6%	 
	 	Loan Growth Target Paid
	 	 	100%	 
	 





  See table page 2





	3.	 	WAL Net Income Growth Performance is weighted 20%






	 	 	 	 	 	 

	 	
Net Income Growth Performance
	 	 	WAL	 
	 	Net Income Achieved
	 	 	$21 million	 
	 	Net Income Growth Target Paid
	 	 	100%	 
	 





  See table page 3





	4.	 	WAL Pre-Tax, Pre-Credit Earnings Growth Performance is weighted 20%






	 	 	 	 	 	 

	 	
Pre Pre Earnings Performance
	 	 	WAL	 
	 	Pre Pre Earnings
	 	 	$110 million	 
	 	Pre Pre Earnings Target Paid
	 	 	100%	 
	 





  See table page 3





	5.	 	WAL Credit Quality Performance is weighted 20%






	 	 	 	 	 	 

	 	
Credit Quality Performance 10%
	 	 	WAL	 
	 	Net Charge Offs achieved
	 	 	1.3%	 
	 	% of Goal Paid
	 	 	100%	 
	 





	 	 	 	 	 	 

	 	Credit Quality Performance
	 	 	WAL	 
	 	NPA percentage achieved
	 	 	3%	 
	 	% NPA Goal Paid
	 	 	75%	 
	 





  See table page 3





	6.	 	WAL Quality Control factors are weighted 10%







	 	•	 	Regulatory Examines (5%) WAL Audit Committee determined PASS

	 
	 	•	 	Internal Audits (5%) WAL Audit Committee determined PASS





 









 








Passed at the 100% level for example purposes



Example Paid under WAL Annual Bonus




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Participant has a base salary of $60,000	 
	Target Bonus of 8%	 
	Target Bonus - $4,800.00	 
	 
	 	 	 	 
	Deposit	 	Loan	 	 	Net Income	 	 	P P Earn	 	 	Net Charge Off	 	 	NPA	 	 	Quality	 
	 
	$4,800     
	 	 	$4,800	 	 	 	$4,800	 	 	 	$4,800	 	 	 	$4,800	 	 	 	$4,800	 	 	 	$4,800	 
	X 15%     
	 	 	X 15%	 	 	 	X 20%	 	 	 	X 20%	 	 	 	X 10%	 	 	 	X 10%	 	 	 	X 10%	 
	 
	$720     
	 	 	$720	 	 	 	$960	 	 	 	$960	 	 	 	$480	 	 	 	$480	 	 	 	$480	 
	X 75%     
	 	 	X100%	 	 	 	X100%	 	 	 	X100%	 	 	 	X100%	 	 	 	X 75%	 	 	 	X100%	 
	 
	$540     
	 	 	$720	 	 	 	$960	 	 	 	$960	 	 	 	$480	 	 	 	$360	 	 	 	$480	 






Total Payout is $540 + $720 + $960 + $960 + $480 + $360 + $480 = $4,500