SILVERGATE CAPITAL CORPORATION
2018 EQUITY COMPENSATION PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Pursuant to the Restricted Stock Unit Award Grant Notice (Grant Notice) and this Restricted Stock Unit Award Agreement (Agreement), Silvergate Capital Corporation (the Company) has awarded you a Restricted Stock Unit Award under its 2018 Equity Compensation Plan, (the Plan) for the number of Restricted Stock Units (the RSUs or Units) in the Grant Notice (collectively, the Award). Except where indicated otherwise, defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan.
The details of your Award are as follows:
1. Number of Restricted Stock Units; No Rights as a Stockholder. The number of RSUs subject to your Award is set forth in your Grant Notice; you will not be required to make any payment to the Company with respect to your receipt of the Award. The number of RSUs subject to your Award may be adjusted from time to time for capitalization adjustments as described in Plan Section 4.4. The RSUs do not provide the Participant with any rights as a shareholder of the Company, including voting, dividends, or otherwise.
2. Vesting. The RSUs shall vest, if at all, as provided in the vesting schedule set forth in your Grant Notice. If the Participants continuous service with the Company as a Key Associate or Director terminates for any reason the Participant shall forfeit and the Company shall automatically reacquire all RSUs which are not vested as of the time of such termination, and the Participant shall not be entitled to any payment therefor unless the Committee decides otherwise in cases of terminations of service other than for cause, as provided in Plan Section 3.1. Potential changes in the vesting of Awards in the event of a Change in Control are described in Article X of the Plan.
3. Non-Transferability. All RSUs, and any rights or interests therein, (a) shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way at any time by the Participant (or any beneficiary(ies) of the Participant), other than by testamentary disposition by the Participant or by the laws of descent and distribution, (b) shall not be pledged or encumbered in any way at any time by the Participant (or any beneficiary(ies) of the Participant) and (c) shall not be subject to execution, attachment or similar legal process.
4. Settlement of RSUs. Subject to Section 7 hereof (required tax withholdings), not later than 30 days following each vesting date set forth in your Grant Notice (the end of the Period of Restriction), the Participant shall receive Shares equal to the number of RSUs vested on the respective vesting date, such Shares to be in book entry form on the records of the Companys stock transfer agent.
5. Compliance with Laws. The grant of the Award and the issuance of Shares pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any U.S. federal and state securities laws, rules and regulations and any respective rules and regulations promulgated thereunder, and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Shares pursuant to this Agreement if any such issuance would violate any such requirements.
6. Unsecured Obligation. Your Award is unfunded, and even as a holder of vested RSUs, you shall be considered an unsecured creditor of the Company with respect to the Companys obligation, if any, to pay any payments to you pursuant to this Agreement. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.
7. Taxes. The Company shall have the power and the right to deduct or withhold, or to require a Participant who is not an employee to remit to the Company, an amount sufficient to satisfy any federal, state, local or foreign taxes of any kind required to be withheld or remitted with respect to any grant, vesting, or settlement of an Award under the Plan.
8. Code Section 409A. Notwithstanding anything herein or in the Plan to the contrary, the Award is intended to be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent.
9. Clawback. By accepting this Award, the Participant agrees to be bound by the clawback provisions as set forth in Plan Section 15.3, as in effect or as may be adopted and/or modified from time to time