SILVERGATE CAPITAL CORPORATION
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
PURSUANT TO THE 2018 EQUITY COMPENSATION PLAN
This Option is granted on , (the Grant Date) by Silvergate Capital Corporation (the Company) to , (the Optionee), in accordance with the following terms and conditions:
1. Option Grant and Exercise Period. The Company hereby grants to Optionee an Option to purchase (the Option), pursuant to the Companys 2018 Equity Compensation Plan (the Plan), and upon the terms and conditions therein and hereinafter set forth, shares (the Option Shares) of Class A Common Stock, par value $.01 per share (Common Stock), of the Company at the price of $ per share (the Option Price). The Option granted hereby is not an incentive stock option as that term is defined in Section 422 of the Internal Revenue Code. This Option is subject to all terms and conditions set forth in this Non-Qualified Stock Option Award Agreement (Agreement) and the Plan, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.
This Option shall be exercisable, to the extent that it is vested, during the period (the Exercise Period) commencing on the Grant Date and ending at 5:00 p.m., La Jolla, California, time, on the earlier of: (a) ten years after the Grant Date, or (b) (i) 60 days after the date the Optionee ceases to be an employee of the Company or any of its subsidiaries (Termination Date), or (ii) six months after the Termination Date if an Optionee is terminated due to death or Disability (as defined in the Plan). This Option shall vest and become exercisable according to the following schedule:
Vesting Based on Years of Continuous
Service After Grant Date of Option
Number of Shares of Common Stock
Subject to Option Which May be Exercised
The right to exercise the Option pursuant to the above schedule is cumulative.
2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by delivering written notice to the Company (in the form attached to this Agreement) specifying the number of Option Shares to be purchased. Such notice must be accompanied by payment in full of the Option Price for the Option Shares to be purchased, plus the amount of any additional U.S. federal and state income or other taxes, or any taxes by any non-U.S. jurisdiction, required to be withheld by the Company or any of its affiliates relating to an Option exercise. Payment shall be by personal or certified check payable to the order of the Company, or wire transfer directed to the Company as may be instructed, or, if permitted by the Compensation Committee of the Companys Board of Directors (the Committee), on a cashless exercise basis that may include tender of shares of Common Stock with a fair market value equivalent to the amount of the Option Price, withholding some of the shares of Common Stock which are being purchased upon exercise of this Option, withholding compensation payable to Optionee, or by any combination of the foregoing.
3. Non-Transferability of This Option. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except (a) to your spouse, lineal ascendants, lineal descendants, or to trusts for their benefit (subject to subsequent transfer restrictions as provided in the Plan), or (b) in the event of the death of the Optionee, by will or the laws of descent and distribution. Except as provided herein, or on such other terms as the Committee may determine in its sole discretion, this Option is exercisable during the Optionees lifetime only by the Optionee.
4. Restrictions on Stock Transferability. The Option Shares may be subject to further restrictions upon transfer, including, restrictions under applicable federal and state securities laws.