total assets from $443.7 million to $2.2 billion, a four year compound annual growth rate, or CAGR, of 48.8


Exhibit 10.4



Date of Grant:                                         , 2004

     THIS GRANT, dated as of the date of grant first stated above (the “Date of Grant”), is delivered by WESTERN ALLIANCE BANCORPORATION, a Nevada banking corporation (“WESTERN ALLIANCE“) to                                         (the “Grantee”), who is an employee and/or officer of WESTERN ALLIANCE or one of its subsidiaries (the Grantee’s employer is sometimes referred to herein as the “Employer”).

     WHEREAS, the Board of Directors of WESTERN ALLIANCE (the “Board”) on March 19, 1997, adopted, with subsequent stockholder approval, THE WESTERN ALLIANCE BANCORPORATION INCENTIVE STOCK OPTION PLAN (the “Plan”);

     WHEREAS, the Plan provides for the granting of incentive stock options by a committee to be appointed by the Board (the “Committee”) to officers and other key employees of WESTERN ALLIANCE or any subsidiary of WESTERN ALLIANCE (excluding all persons who are not employees of WESTERN ALLIANCE) to purchase, or to exercise certain rights with respect to,                     shares of the Common Stock of WESTERN ALLIANCE, par value $.001 per share (the “Stock”), in accordance with the terms and provisions thereof; and

     WHEREAS, the Committee considers the Grantee to be a person who is eligible for a grant of incentive stock options under the Plan, and has determined that it would be in the best interest of WESTERN ALLIANCE to grant the incentive stock options documented herein.



     NOW, THEREFORE, the parties hereto, in consideration of the rights and obligations hereunder and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, agree as follows:


     Subject to the terms and conditions hereinafter set forth, WESTERN ALLIANCE, with the approval and at the direction of the Committee, hereby grants to the Grantee, as of the Date of Grant, an option to purchase up to                                          shares of Stock at a price of $                     per share, the fair market value. Such option is hereinafter referred to as the “Option” and the shares of stock purchasable upon exercise of the Option are hereinafter sometimes referred to as the “Option Shares”. The Option is intended by the parties hereto to be, and shall be treated as, an incentive stock option (as such term is defined under Section 422 of the Internal Revenue Code of 1986).


     Subject to such further limitations as are provided herein, the Option shall become exercisable in five (5) installments, the Grantee having the right hereunder to purchase from WESTERN ALLIANCE the following number of Option Shares upon exercise of the Option, on and after the following dates:

  (a)   on and after the first anniversary of the Date of Grant, up to 20% (ignoring fractional shares) of the total number of Option Shares;
  (b)   on and after the second anniversary of the Date of Grant, up to an additional 20% of the total number of Option Shares; and
  (c)   on and after the third anniversary of the Date of Grant, up to an additional 20% of the total number of Option Shares; and



  (d)   on and after the fifth anniversary of the Date of Grant, the remaining Option Shares.


     A. The Option and all rights hereunder with respect thereto, to the extent such rights shall not have been exercised, shall terminate and become null and void after the expiration of ten (10) years from the Date of Grant (the “Option Term”).

     B. Upon the occurrence of the Grantee’s ceasing for any reason to be employed by the Employer (such occurrence being a “termination of the Grantee’s employment”), the Option, to the extent not previously exercised, shall terminate and become null and void following the expiration of ninety (90) days from the date of such termination of the Grantee’s employment, except in a case where the termination of the Grantee’s employment is by reason of retirement, disability or death. Upon a termination of the Grantee’s employment by reason of retirement, disability or death, the Option may be exercised during the following periods, but only to the extent that the Option was outstanding and exercisable on any such date of retirement, disability or death: (i) the one-year period following the date of such termination of the Grantee’s employment in the case of a disability [within the meaning of Section 22 (e) (3) of the Code], (ii) the six-month period following the date of issuance of letter testamentary or letters of administration to the executor or administrator of a deceased Grantee, in the case of the Grantee’s death during his employment by the



Employer, but not later than one year after the Grantee’s death, and (iii) the three-month period following the date of such termination in the case of retirement on or after attainment of age 65, or in the case of disability other than as described in (i) above. In no event, however, shall any such period extend beyond the Option Term.

     C. In the event of the death of the Grantee, the Option may be exercised by the Grantee’s legal representative(s), but only to the extent that the Option would otherwise have been exercisable by the Grantee.

     D. A transfer of the Grantee’s employment between WESTERN ALLIANCE and any subsidiary of WESTERN ALLIANCE, or between any subsidiaries of WESTERN ALLIANCE, shall not be deemed to be a termination of the Grantee’s employment.

     E. Notwithstanding any other provisions set forth herein or in the Plan, if the Grantee shall (i) commit any act of malfeasance or wrongdoing affecting WESTERN ALLIANCE or any subsidiary of WESTERN ALLIANCE, (ii) breach any covenant not to compete, or employment contract, with WESTERN ALLIANCE or any subsidiary of WESTERN ALLIANCE, or (iii) engage in conduct that would warrant the Grantee’s discharge for cause (excluding general dissatisfaction with the performance of the Grantee’s duties, but including any act of disloyalty or any conduct clearly tending to bring discredit upon WESTERN ALLIANCE or any subsidiary of WESTERN ALLIANCE), any unexercised portion of the Option shall immediately terminate and be void.




     A. The Grantee may exercise the Option with respect to all or any part of the number of Option Shares then exercisable hereunder by giving the Secretary of WESTERN ALLIANCE written notice of intent to exercise. The notice of exercise shall specify the number of Option Shares as to which the Option is to be exercised and the date of exercise thereof, which date shall be at least five days after the giving of such notice unless an earlier time shall have been mutually agreed upon.

     B. Full payment (in U.S. dollars) by the Grantee of the option price for the Option Shares purchased shall be made on or before the exercise date specified in the notice of exercise in cash, or, with prior written consent of the Committee, in whole or in part through the surrender of previously acquired shares of Stock at their fair market value on the exercise date.

     On the exercise date specified in the Grantee’s notice or as soon thereafter as is practicable, WESTERN ALLIANCE shall cause to be delivered to the Grantee, a certificate or certificates for the Option Shares then being purchased (out of theretofore unissued Stock or reacquired Stock, as WESTERN ALLIANCE may elect) upon full payment for such Option Shares. The obligation of WESTERN ALLIANCE to deliver Stock shall, however, be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the Option or the Option Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the Option or the issuance or purchase of Stock thereunder, the Option may not be



exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

     C. If the Grantee fails to pay for any of the Option Shares specified in such notice or fails to accept delivery thereof, the Grantee’s right to purchase such Option Shares may be terminated by WESTERN ALLIANCE. The date specified in the Grantee’s notice as the date of exercise shall be deemed the date of exercise of the Option, provided that payment in full for the Option Shares to be purchased upon such exercise shall have been received by such date.


     In the event of a reorganization, recapitalization, change of shares, stock split, spin-off, stock dividend, reclassification, subdivision or combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of capital stock of WESTERN ALLIANCE, the Committee shall make such adjustment as it deems appropriate in the number and kind of shares of Stock subject to the Option or in the option price; provided, however, that no such adjustment shall give the Grantee any additional benefits under the Option.


     As used herein, the “fair market value” of a share of Stock shall be the average of the high and low sale prices per share of Stock on any national stock exchange, composite tape or other recognized market source, as determined by the Committee, on applicable date of reference hereunder, or if there is no sale on such date, then the average of such high and low sale prices on the



last previous day on which a sale is reported. In the absence of an established market of the type described above for the Common Stock, the Fair Market Value thereof shall be determined by the committee in good faith.


     During the Grantee’s lifetime, the Option hereunder shall be exercisable only by the Grantee or any guardian or legal representative of the Grantee, and the Option shall not be transferable except, in case of the death of the Grantee, by will or the laws of descent and distribution, nor shall the Option be subject to attachment, execution or other similar process. In the event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate or otherwise dispose of the Option, except as provided for herein, or (b) the levy of any attachment, execution or similar process upon the rights or interest hereby conferred, WESTERN ALLIANCE may terminate the Option by notice to the Grantee and it shall thereupon become null and void.


     The granting of the Option or its exercise shall not be construed as granting to the Grantee any right with respect to continuance of employment of the Employer. Except as may otherwise be limited by a written agreement between the Employer and the Grantee, the right of the Employer to terminate at will the Grantee’s employment with it at any time (whether by dismissal, discharge, retirement or otherwise) is specifically reserved by WESTERN ALLIANCE, as the Employer or on behalf of the Employer (whichever the case may be), and acknowledged by the Grantee.




     The Option may be amended by the Board or the Committee at anytime (i) if the Board or the Committee determines, in its sole discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986 or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the Date of Grant and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Grantee.


     Any notice to WESTERN ALLIANCE provided for in this instrument shall be addressed to in care of its Secretary at its executive office at 2700 West Sahara Avenue, Las Vegas, Nevada 89102, and any notice to the Grantee shall be addressed to the Grantee at the current address shown on the payroll records of the Employer. Any notice shall be deemed to be duly given if and when properly addressed and posted by registered or certified mail, postage prepaid.


     The Option is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the Option shall in all respects be interpreted in accordance with the Plan. The Committee shall interpret and construe the Plan and this instrument, and its interpretations and determinations shall be conclusive and binding on the parties hereto and any other person claiming an interested hereunder, with respect to any issue arising hereunder or thereunder.




     The validity, construction, interpretation and effect of this instrument shall exclusively be governed by and determined in accordance with the laws of the State of Nevada, except to the extent preempted by federal law, which shall to such extent govern.

     IN WITNESS WHEREOF, WESTERN ALLIANCE has caused its duly authorized officers to execute and attest this Grant of Incentive Stock Option, and to apply the corporate seal hereto, and the Grantee has placed his or her signature hereon, effective as of the Date of Grant.

    Nevada banking corporation
      ROBERT SARVER, President
      LINDA MAHAN, Assistant Secretary