Common use of Resolution of Disputes Clause in Contracts

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided herein, any Any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event Executive does not prevail at arbitration, however, Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 15. Notwithstanding the provisions of this Article 15, but are not limited to: claims for wages or other compensation due; claims for breach the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 11, except 12, or 13, then the arbitration requirements of this Article 15 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; State of Nevada to be docketed, if available, on the commercial docket of that court. The Parties hereby consent to the exclusive specific and claims general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. In addition, in connection with any such court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 11, 12, or 13 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any federalprovision of Articles 11, state or other governmental constitution, statute, ordinance, regulation12, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms 13 of this Agreement, Wintrust the Company shall reimburse Executive for be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the entire amount necessity of reasonable attorneys’ fees incurred by Executive as a result proof of the dispute hereunder actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in addition to the payment of connection with any damages such litigation, unless such costs and expenses are awarded to Executivea Party by the court in such litigation.

Resolution of Disputes. Except as otherwise provided hereinAny controversy, any disputes claim or dispute arising under out of or in connection with relating to this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration before a single neutral arbitrator in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAARules”) ), and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereofjurisdiction. The Claims covered Rules may be found online at xxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Executive recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys’ fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA’s administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by the Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement includeor relating to the Executive’s employment; provided, but are not limited to: claims for wages however, that the Executive shall retain the right to file administrative charges with or other compensation due; claims for breach seek relief through any government agency of competent jurisdiction, and to participate in any contract or covenant, express or implied; tort claims; claims for discriminationgovernment investigation, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; (a) claims for benefitsworkers’ compensation, except as excluded in state disability insurance or unemployment insurance; (b) claims for unpaid wages or waiting time penalties brought before an appropriate state authority; provided, however, that any appeal from an award or from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the following paragraphterms of this Agreement; and (c) claims for violation of administrative relief from the United States Equal Employment Opportunity Commission (or any federalsimilar state agency in any applicable jurisdiction); provided, state or further, that the Executive shall not be entitled to obtain any monetary relief through such agencies other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for than workers’ compensation benefits or compensation; claims for unemployment compensation insurance benefits; claims based upon . This Agreement shall not limit either party’s right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party’s right to compel arbitration. If there shall be any dispute between the Company and the Executive (a) in the event of any termination of Executive’s employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award by an employee pension or benefit planarbitrator, to the extent permitted by applicable law, the terms of which contain an arbitration Company shall pay, and provide all benefits to the Executive and/or the Executive’s family or other non-judicial resolution procedurebeneficiaries, in which as the case may be, that the provisions Company would be required to pay or provide pursuant to Section 7 hereof, as the case may be, as though such termination were by the Company without Cause or was a Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of such plan shall apply; and claims made an undertaking by either Wintrust or on behalf of the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust to repay all such amounts to which Executive is found ultimately adjudged by such arbitrator not to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivebe entitled.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 16, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 12, except 13, or 14, then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 16 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx-Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 11, 12, 13, 14 or 15 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 11, 12, 13, 14 or 15 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except 18.1 Any dispute or disagreement which may arise under, or as otherwise provided hereina result of, any disputes arising under or in connection with this Agreement or in any way arising out ofrelate to, relating to the interpretation, construction or associated with application of this Agreement and the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, Plan shall be resolved determined by the Committee. Any determination made by the Committee shall be final, binding arbitration, to be held in Chicago, Illinois, in accordance with and conclusive on the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Optionee and the parties hereby agree to expedite such arbitration proceedings to Company and their successors, assigns, heirs, executors, administrators and legal representatives for all purposes. 18.2 To the extent permitted by applicable law, any dispute, disagreement or claim which may arise under, or as a result of, or in any way relate to, the AAAinterpretation, construction or application of this Agreement or the Plan, any breach hereof or thereof, or relating to the enforcement or arbitrability of any provision hereof or thereof, shall be settled by binding arbitration in Atlanta, Georgia by the American Arbitration Association. Judgment upon on the arbitrator’s award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof. The Claims covered Except as may otherwise be determined by the arbitrator(s), each party shall be solely responsible for any expenses (including attorneys’ fees and disbursements, court costs and expert witness fees) incurred by it or on its behalf in investigating and enforcing any rights under this Agreement includeAgreement, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and each party shall bear one-half of the foregoing bases; claims for benefits, except as excluded fees and expenses of the arbitrator(s) in the following paragraph; and claims for violation of connection with any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedureproceeding. 18.3 THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, in which case the provisions of such plan shall applyTHE PARTIES AGREE THAT EACH PARTY TO THIS AGREEMENT IS GIVING UP THE RIGHT TO XXX THE OTHER PARTY IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, 4WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATOR(S) DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD. THE ARBITRATION RULES MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveA CLAIM THAT IS INELIGIBLE FOR ARBITRATION COULD HAVE OTHERWISE BEEN BROUGHT IN COURT.

Resolution of Disputes. Except as otherwise provided hereinAny controversy, any disputes claim or dispute arising under out of or in connection with relating to this Agreement or in any way the breach of this Agreement, other than such a matter arising out of, relating to from a violation or associated with the Executive’s employment with Wintrust or the termination threatened violation of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executivesections 11 and 12, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Association, and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereofjurisdiction. The Claims covered by award rendered in any arbitration proceeding under this Agreement includesection will be final and binding. Any demand for arbitration must be made and filed within 60 days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Minneapolis, MN metropolitan area. .Both Company and Executive recognize that each would give up any right to a jury trial, but are not limited to: claims for wages believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. If there shall be any dispute between the Company and the Executive (i) in the event of any termination of Executive’s employment by the Company, whether such termination was with or without Cause, or (ii) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction, the Company shall pay, and provide all benefits to Executive and/or Executive’s family or other compensation duebeneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to section 8 or section 9 hereof, as the case may be, as though such termination were by the Company without Cause or was a Constructive Termination by the Company; claims for breach provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of any contract an undertaking by or covenant, express or implied; tort claims; claims for discrimination, including but on behalf of Executive to repay all such amounts to which Executive is ultimately adjudged by such court not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivebe entitled.

Resolution of Disputes. Except as otherwise provided herein, any Any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 15. Notwithstanding the provisions of this Article 15, but are not limited to: claims for wages or other compensation due; claims for breach the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 11, except 12, or 13, then the arbitration requirements of this Article 15 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; State of Nevada to be docketed, if available, on the commercial docket of that court. The Parties hereby consent to the exclusive specific and claims general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. In addition, in connection with any such court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 11, 12, or 13 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any federalprovision of Articles 11, state or other governmental constitution, statute, ordinance, regulation12, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms 13 of this Agreement, Wintrust the Company shall reimburse Executive for be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the entire amount necessity of reasonable attorneys’ fees incurred by Executive as a result proof of the dispute hereunder actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in addition to the payment of connection with any damages such litigation, unless such costs and expenses are awarded to Executivea Party by the court in such litigation.

Resolution of Disputes. Except 18.1 Any dispute or disagreement which may arise under, or as otherwise provided hereina result of, any disputes arising under or in connection with this Agreement or in any way arising out ofrelate to, relating to the interpretation, construction or associated with application of this Agreement and the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, Plan shall be resolved determined by the Committee. Any determination made by the Committee shall be final, binding arbitration, to be held in Chicago, Illinois, in accordance with and conclusive on the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Optionee and the parties hereby agree to expedite such arbitration proceedings to Company and their successors, assigns, heirs, executors, administrators and legal representatives for all purposes. 18.2 To the extent permitted by applicable law, any dispute, disagreement or claim which may arise under, or as a result of, or in any way relate to, the AAAinterpretation, construction or application of this Agreement or the Plan, any breach hereof or thereof, or relating to the enforcement or arbitrability of any provision hereof or thereof, shall be settled by binding arbitration in Atlanta, Georgia by the American Arbitration Association. Judgment upon on the arbitrator’s award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof. The Claims covered Except as may otherwise be determined by the arbitrator(s), each party shall be solely responsible for any expenses (including attorneys’ fees and disbursements, court costs and expert witness fees) incurred by it or on its behalf in investigating and enforcing any rights under this Agreement includeAgreement, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and each party shall bear one-half of the foregoing bases; claims for benefits, except as excluded fees and expenses of the arbitrator(s) in the following paragraph; and claims for violation of connection with any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedureproceeding. 18.3 THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, in which case the provisions of such plan shall applyTHE PARTIES AGREE THAT EACH PARTY TO THIS AGREEMENT IS GIVING UP THE RIGHT TO SXX THE OTHER PARTY IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, 4WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. THE ARBITRATOR(S) DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD. THE ARBITRATION RULES MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveA CLAIM THAT IS INELIGIBLE FOR ARBITRATION COULD HAVE OTHERWISE BEEN BROUGHT IN COURT.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 16, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 11, except 12, 13, 14, or 15 then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 16 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx-Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 11, 12, 13, 14 or 15 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 11, 12, 13, 14 or 15 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with of the Executive’s employment with Wintrust the Company or out of this Agreement, or the Executive’s termination of such employment (“Claims”)or termination of this Agreement, may not be in the best interests of either the Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or the Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive may have against Wintrust Retirement Income Security Act, and any similar federal, state or against its Affiliateslocal law, officersstatute, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules Employment Arbitration Rules and procedures of the National Rules for the Resolution of Employment Disputes Mediation Procedures of the American Arbitration Association (the “AAA”) and Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties hereby agree to expedite that do not themselves specify arbitration as an exclusive remedy, and provided further, nothing in this Section shall be construed as precluding the bringing of an action for injunctive relief or specific performance as provided in this Agreement or the Confidential Information Agreement. The location for the arbitration shall be the Boston, Massachusetts area. Any award made by such arbitration proceedings to panel shall be final, binding and conclusive on the extent permitted by the AAA. Judgment parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at the Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear By election arbitration as the means for final settlement of all claims, the parties hereby waive their own costs of the respective rights to, and agree not to, xxx each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration or litigation, except that, if Wintrust is found award rendered pursuant to have violated any material terms of this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, Wintrust shall reimburse Executive and further agree that no demand, request or motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust Employer or the termination of such employment (“Claims”), that Executive may have against Employer, Wintrust or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Employer, Wintrust, or any Affiliate of Wintrust in their capacity as such or otherwise, or that Employer, Wintrust, or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Employer or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust Employer is found to have violated any material terms of this Agreement, Wintrust Employer shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or any of its Affiliates or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the termination Company or any of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officersand may result in unnecessary costs, directorsdelays, employees complexities, and uncertainty. The parties agree that any dispute between Executive and the Company or agents any of its Affiliates arising out of or relating to the negotiation, execution, performance or termination of this Agreement or any other agreement between the parties, regardless of whether that agreement itself specifies arbitration as an exclusive remedy, Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in their capacity Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as such or otherwiseamended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any similar federal, state, or local law, statute, regulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree Association; provided however, that this arbitration provision shall not apply to expedite such arbitration proceedings sexual harassment claims to the extent prohibited by applicable law. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The location for the arbitration (or any litigation as permitted herein) shall be the Xxxxxx County, Maryland area. Any award made by such panel shall be final, binding, and conclusive on the AAA. Judgment parties for all purposes and shall be kept confidential, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The arbitrator may award reasonable attorney’s fees, costs, and expenses to the prevailing party in any arbitration, in addition to any other relief to which the prevailing party may be entitled. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear Except as otherwise stated above, by electing arbitration as the means for final settlement of all claims, the parties hereby waive their own costs of the respective rights to, and agree not to, xxx each other in any action in a Federal, State, or local court with respect to such claims, but may seek to enforce in court an arbitration or litigation, except that, if Wintrust is found award rendered pursuant to have violated any material terms of this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, Wintrust shall reimburse Executive and further agree that no demand, request, or motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of such employment (“Claims”)this Agreement or Executive’s employment, that including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive may have against Wintrust Retirement Income Security Act, and any similar federal, state or against its Affiliateslocal law, officersstatute, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules Employment Arbitration Rules and procedures of the National Rules for the Resolution of Employment Disputes Mediation Procedures of the American Arbitration Association (the “AAA”) and Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties hereby agree that do not themselves specify arbitration as an exclusive remedy and further shall not apply to expedite such arbitration proceedings discrimination, harassment, or retaliation claims to the extent permitted prohibited by applicable law. For avoidance of doubt, this provision does not apply to equity based compensation, as any dispute regarding equity based compensation is governed by the AAAapplicable plan rules, option agreement, and related documentation. Judgment The location for the arbitration shall be the Philadelphia, Pennsylvania area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in this Agreement. By election arbitration as the following paragraph; means for final settlement of all claims, the parties hereby waive their respective rights to, and claims for violation of agree not to, sue each other in any action in a federal, state or other governmental constitutionlocal court with respect to such claims, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain but may seek to enforce in court an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of award rendered pursuant to this Agreement. Each party shall initially bear The parties specifically agree to waive their own costs of the arbitration respective rights to a trial by jury, and further agree that no demand, request or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except (i) Any action, suit or proceeding where the amount in controversy as otherwise to at least one party, exclusive of interest and costs, exceeds $1,000,000 ("Summary Proceeding"), arising out of or relating to this Agreement, the Registration Rights Agreement, the Warrants or any other agreement executed in connection herewith or therewith or the breach, termination or validity thereof which has not been resolved by mediation as provided hereinherein within 90 days of the Notice Date, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules"). Each of the parties hereto hereby irrevocably and unconditionally (A) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (B) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (C) waives, and agrees not to plead or to make, any disputes objection to the venue of any summary Proceeding in the Delaware Superior Court, (D) waives, and agrees not to plead or to make any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (E) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction where such courts are vested with sole and exclusive jurisdiction by statute and (G) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising under out of or in connection with otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any way and all rights to any such jury trial or to seek punitive damages. (ii) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 (a "Proceeding"), arising out of, of or relating to this Agreement, or associated with the Executive’s employment with Wintrust any other agreement executed in connection herewith or the breach, termination of or validity thereof is brought, the parties to such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such or otherwiseapplication is rejected, or that Wintrust may have against Executive, such Proceeding shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules treated as a Summary Proceeding and procedures all of the National foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (iii) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”"Association") strictly in accordance with the terms of this Agreement and the parties hereby agree to expedite substantive law of the State of Delaware, including such law in respect of the statute of limitations. The arbitration proceedings to shall be conducted at the extent permitted Association's regional office located in Philadelphia by three arbitrators, one of whom shall be an attorney and one of whom shall be a member of a "Big Six" accounting firm familiar with companies engaged in the business conducted by the AAACompany. The arbitrators are not empowered to award damages in excess of compensatory damages and each party hereby irrevocably waives any right to recover such damages with respect to any such disputes. Judgment upon the arbitrators' award rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivecompetent jurisdiction.

Resolution of Disputes. Except (i) Any action, suit or proceeding where the amount in controversy as otherwise provided hereinto at least one party, exclusive of interest and costs, exceeds $ 1,000,000 ("Summary Proceeding"), arising out of or relating to this Agreement, the Seller Documents or any disputes arising under or other agreement executed in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust herewith or the breach, termination or validity thereof which has not been resolved by mediation as provided herein within 90 days of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executivethe Notice Date, shall be resolved by binding arbitration, to be held litigated exclusively in Chicago, Illinois, in accordance with the rules and procedures Superior Court of the National State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules"). Each of the parties hereto hereby irrevocably and unconditionally (A) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (B) agrees not to commence any Summary Proceeding except in the Resolution Delaware Superior Court, (C) waives, and agrees not to plead or to make, any objection to the venue of Employment Disputes any Summary Proceeding in the Delaware Superior Court, (D) waives, and agrees not to plead or to make any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (E) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (F) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute, and (G) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising out of or otherwise related to this Agreement, the Seller Documents or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any and all rights to any such jury trial or to seek punitive damages. (ii) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 (a "Proceeding"), arising out of or relating to this Agreement, the Seller Documents or any other agreement executed in connection herewith or the breach, termination or validity thereof, is brought, the parties to such Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such application is rejected, such Proceeding shall be treated as a Summary Proceeding and all of the foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (iii) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”"Association") strictly in accordance with the terms of this Agreement and the parties substantive law of the State of Delaware including law in respect of any statute of limitations. The arbitration shall be conducted at the Association's regional office located in Philadelphia, Pennsylvania by three arbitrators, at least one of whom shall be knowledgeable in software design, programming and implementation, one of whom shall be an attorney and one of whom shall be a member of a "Big Six" accounting firm familiar with businesses engaged in software design, programming and implementation. The arbitrators are not empowered to award damages in excess of compensating damages and each party hereby agree irrevocably waives any right to expedite recover such arbitration proceedings damages with respect to the extent permitted by the AAAany such dispute. Judgment upon the award rendered by the arbitrator(s) arbitrators' aware may be entered and enforced in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivecompetent jurisdiction.

Resolution of Disputes. (a) Except as for disputes arising out of Section 8 of this Agreement and unless otherwise provided hereinprohibited by law, any disputes controversy or claim or defense arising under out of or in connection with relating to this Agreement, including but not limited to claims for wrongful termination, discrimination, harassment, hostile work environment, retaliation, breach of contract, or wage and hour violations, or any breach or asserted breach of this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of (other than seeking equitable relief such employment (“Claims”as specific performance and/or injunctive relief), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitration, arbitration before a single arbitrator to be held in ChicagoBoston, IllinoisMassachusetts, except as otherwise agreed in writing by the parties, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA). Judgment upon the any award rendered by the arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs, expenses and fees, including, without limitation, attorney’s fees with respect to any such arbitration. The Claims covered cost of the arbitrator shall be paid by the Company. The arbitrator shall be bound by this Agreement includeand shall have no authority to add to, but subtract from, alter, amend or modify any provision of this Agreement. Judgment upon any resulting arbitration may be entered in any court of competent jurisdiction. (b) In connection with any dispute arising out of Section 8 of this Agreement, the parties irrevocably consent to the exclusive jurisdiction and venue of the Business Litigation Section of the Superior Court in Suffolk County, Massachusetts. (c) Other than disputes arising out of Section 8 of this Agreement, the only exceptions to binding arbitration shall be for claims arising under the National Labor Relations Act which are brought before the National Labor Relations Board, claims for medical and disability benefits or other forms of compensation under state workers’ compensation law, claims for unemployment insurance, or other claims that are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discriminationsubject to arbitration under law, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any (meaning conduct that is alleged to constitute sexual harassment under applicable federal, state or other governmental constitutiontribal law), statutesexual assault claims (meaning a nonconsensual sexual act or sexual contact as defined by 18 U.S.C. section 2246 or similar state or tribal law, ordinanceincluding when the victim lacks the capacity to consent), regulationand/or retaliation for reporting alleged sexual harassment and/or sexual assault brought under state or federal law, unless Executive voluntarily elects to submit such claims to arbitration. (d) Executive understands that nothing herein shall prevent him from filing a charge or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plancomplaint with any agency of the government of the United States, the terms of which contain United States Equal Employment Opportunity Commission or a similar state or local agency that allows Executive to file an arbitration administrative charge or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivecomplaint.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 16, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 11, except 12, 13, 14, or 15 then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 16 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits; , (iii) whistleblower retaliation claims based upon an employee pension or benefit plan, under the terms of which contain an arbitration or other nonXxxxxxxx-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Xxxxx Act or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive Xxxx-Xxxxx Act that cannot be arbitrated as a result matter of law; (iv) administrative charges for unfair labor practices brought before the dispute hereunder in addition to the payment of any damages awarded to Executive.National Labor Relations Board,

Resolution of Disputes. Except as otherwise provided herein(i) Employee acknowledges that the legal remedies for breach of the covenants contained in Section 5 of this Memorandum are inadequate, and that any violation of that Section would result in irreparable injuries to Employer. Employee therefore agrees that, in addition to any or all other remedies available to Employer in the event of a breach or a threatened breach of any covenant contained in Section 5 of this Memorandum, Employer shall be entitled, from any Court of competent jurisdiction to obtain preliminary injunctive relief to preserve Employer’s covenant rights pending arbitration without being required to post a bond, while Employer must seek in arbitration permanent injunctive relief (without being required to post a bond), an equitable accounting of all earnings, profits and other benefits resulting from such violation, any disputes monetary damages to Employer arising under from such breach or threatened breach and its attorneys’ fees and all other costs and expenses incurred by Employer in connection with enforcement of such covenants. The parties consent to the exclusive jurisdiction of the state and federal courts located in the Venue for all such action taken by Employer for a preliminary injunction to enforce the covenants of Section 5 of this Memorandum. (ii) With the exception of a suit filed by Employer to obtain a preliminary injunction to enforce the provisions of Section 5 of this Memorandum, any other controversy, dispute or claim arising out of or relating to this Agreement or its interpretation and all actions related in any way arising out of, relating to or associated with the Executiveany aspect of Employee’s employment with Wintrust (including but not limited to any potential federal, state or local statutory employment claims including but not limited to those brought under Federal and State Wage and Hour Laws, including claims that could have been brought as class actions, Title VII of the Civil Rights Act of 1964, or the termination of such employment (“Claims”Age Discrimination in Employment Act), that Executive may have against Wintrust or against its Affiliatesshall, officersunless resolved by agreement of the parties, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by through final and binding arbitration, to be held arbitration under the Federal Arbitration Act in Chicago, Illinoisthe state of the Venue, in accordance with the then-existing rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (for employment disputes, following Employee’s exhaustion of Employer’s administrative remedies. EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY. Employee understands that Employee may still file administrative charges with the “AAA”) and Equal Employment Opportunity Commission, unfair labor practice charges with the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement includeNational Labor Relations Board, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any similar federal, state or other governmental constitutionlocal agency, statutebut that upon receipt of a right-to-sue letter or similar administrative decision, ordinanceEmployee shall arbitrate any claim that Employee may have against Employer. Employer shall bear all of the costs associated with the Arbitration, regulationincluding filing fees and any stipend for the arbitration. Employer and the Employee shall each bear its/his or her own attorney’s fees, except as otherwise awarded by the arbitrator when required by applicable law. This Agreement to arbitrate shall be specifically enforceable under the Federal Arbitration Act in the state where the Venue is located. A judgment may be rendered upon the award in any court in the state where the Venue is located having jurisdiction over the matter. Alternatively, in the event that Employer and Employee agree to mediate the dispute, such mediation shall be conducted by a mediator selected jointly between the parties and shall be at Employer’s expense. Nothing in this section shall be read to preclude Employer from seeking temporary injunctive relief for the Employee’s breach or threatened breach of any obligations pursuant to Section 5 of this Memorandum. (iii) Both Employer and Employee agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or public policyprivate attorney general representative basis. The Claims covered There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any purported class, collective, representative or private attorney general proceeding, including without limitation pending but not certified class actions (“Class Action Waiver”). PURSUANT TO THE CLASS ACTION WAIVER, EMPLOYEE WAIVES THE RIGHT TO ARBITRATE OR OTHERWISE LITIGATE CLASS ACTIONS AGAINST EMPLOYER. Disputes regarding the validity and enforceability of the Class Action Waiver may be resolved only by this Agreement do a civil court of competent jurisdiction and not include claims for workers’ compensation benefits by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or compensation; claims for unemployment compensation benefits; claims based upon an employee pension private attorney general action and (2) a civil court of competent jurisdiction finds all or benefit planpart of the Class Action Waiver unenforceable, the terms class, collective, representative and/or private attorney general action must be litigated in a civil court of which contain an arbitration or other non-judicial resolution procedurecompetent jurisdiction, in which case but the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs portion of the arbitration or litigation, except that, if Wintrust Class Action Waiver that is found to have violated any material terms of this Agreement, Wintrust enforceable shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder be enforced in addition to the payment of any damages awarded to Executivearbitration.

Resolution of Disputes. Except as otherwise provided hereinAny controversy, any disputes claim or dispute arising under out of or in connection with relating to this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration before a single neutral arbitrator in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) "Rules"), and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereofjurisdiction. The Claims covered Rules may be found online at xxx.xxx.xxx. The award rendered in any arbitration proceeding under this section will be final and binding. Any demand for arbitration must be made and filed within sixty (60) days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Las Vegas, Nevada metropolitan area. Both the Company and the Executive recognize that each would give up any right to a jury trial, but believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. Each party shall pay the fees of its own attorneys, the expenses of its witnesses and all other expenses connected with presenting its case; however, Executive and the Company agree that, to the extent permitted by law, the arbitrator may, in his or her discretion, award reasonable attorneys' fees and expenses to the prevailing party. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, AAA's administrative fees, the fee of the arbitrator, and other similar fees and costs, shall be borne by the Company. This section is intended to be the exclusive method for resolving any and all claims by the parties against each other for payment of damages under this Agreement includeor relating to the Executive's employment; provided, but are not limited to: claims for wages however, that the Executive shall retain the right to file administrative charges with or other compensation due; claims for breach seek relief through any government agency of competent jurisdiction, and to participate in any contract or covenant, express or implied; tort claims; claims for discriminationgovernment investigation, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include (a) claims for workers’ compensation benefits ' compensation, state disability insurance or compensationunemployment insurance; (b) claims for unemployment compensation benefitsunpaid wages or waiting time penalties brought before an appropriate state authority; claims based upon provided, however, that any appeal from an employee pension award or benefit plan, from denial of an award of wages and/or waiting time penalties shall be arbitrated pursuant to the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement; and (c) claims for administrative relief from the United States Equal Employment Opportunity Commission (or any similar state agency in any applicable jurisdiction); provided, Wintrust further, that the Executive shall reimburse not be entitled to obtain any monetary relief through such agencies other than workers' compensation benefits or unemployment insurance benefits. This Agreement shall not limit either party's right to obtain any provisional remedy, including, without limitation, injunctive or similar relief, from any court of competent jurisdiction as may be necessary to protect their rights and interests pending the outcome of arbitration, including without limitation injunctive relief, in any court of competent jurisdiction. Seeking any such relief shall not be deemed to be a waiver of such party's right to compel arbitration. If there shall be any dispute between the Company and the Executive for (a) in the entire amount event of reasonable attorneys’ fees incurred any termination of Executive's employment by the Company, whether such termination was with or without Cause, or (b) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final award by an arbitrator, to the extent permitted by applicable law, the Company shall pay, and provide all benefits to the Executive and/or the Executive's family or other beneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to Section 7 hereof, as the case may be, as though such termination were by the Company without Cause or was a result Constructive Termination by the Company; provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of an undertaking by or on behalf of the dispute hereunder in addition Executive to the payment of any damages awarded repay all such amounts to Executivewhich Executive is ultimately adjudged by such arbitrator not to be entitled.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of such employment (“Claims”)this Agreement or Executive’s employment, that including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive may have against Wintrust Retirement Income Security Act, and any similar federal, state or against its Affiliateslocal law, officersstatute, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules Employment Arbitration Rules and procedures of the National Rules for the Resolution of Employment Disputes Mediation Procedures of the American Arbitration Association (the “AAA”) and Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties hereby agree that do not themselves specify arbitration as an exclusive remedy and further shall not apply to expedite such arbitration proceedings discrimination, harassment, or retaliation claims to the extent such claims are not permitted by applicable law(s) to be submitted to mandatory arbitration and the AAAapplicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid. Judgment The location for the arbitration shall be the Fairfield County, Connecticut area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. To the extent mandatory arbitration of discrimination, harassment, and/or retaliation claims is prohibited by applicable law(s) and the applicable law(s) are not preempted by the Federal Arbitration Act or otherwise invalid, then in the event Executive intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half (1/2) the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in this Agreement. By election arbitration as the following paragraph; means for final settlement of all claims, the parties hereby waive their respective rights to, and claims for violation of agree not to, sxx each other in any action in a federal, state or other governmental constitutionlocal court with respect to such claims, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain but may seek to enforce in court an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of award rendered pursuant to this Agreement. Each party shall initially bear The parties specifically agree to waive their own costs of the arbitration respective rights to a trial by jury, and further agree that no demand, request or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except as otherwise provided herein, (a) If a legally cognizable dispute arises out of or relates to any disputes arising under or in connection with aspect of this Agreement or in any way arising out ofthe breach, relating termination, or validity thereof, the parties agree to or associated with resolve the Executive’s employment with Wintrust or dispute by binding arbitration before the termination of such employment American Arbitration Association (“ClaimsAAA”). Disputes subject to binding arbitration include, without limitation, (1) all tort and contract claims; (2) claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended, and the Employee Retirement Income Security Act of 1974; and (3) claims against the Company’s subsidiaries, affiliated and successor companies, and claims against the Company that Executive may have include claims against Wintrust or against its Affiliatesthe Company’s agents and employees, officers, directors, employees or agents whether in their capacity as such or otherwise, or that Wintrust may have against Executive, . (b) Arbitration proceedings shall be resolved by binding arbitration, to be held in ChicagoHouston, IllinoisTexas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the rules and procedures Employment Dispute Resolution Rules of the National Rules for AAA in effect on the Resolution date of Employment Disputes of the American Arbitration Association (the “AAA”) this Agreement, and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment judgment upon the award rendered by the arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law, and without regard to conflict or choice of law principles. The Claims covered by arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement includeAgreement; an award of punitive, but are not limited to: claims for wages exemplary, statutory, or compensatory damages; the issuance of an injunction or other compensation provisional relief; the a declaration of the forfeiture of amounts due or claimed to be due; claims or the imposition of sanctions for breach abuse or frustration of the arbitration process. (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party shall be subject to reimbursement from the other party as part of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any award of the foregoing bases; claims for benefitsarbitrator. (e) By initialing below, except as excluded in Executive and the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case Company acknowledge that each has read the provisions of such plan shall apply; this Section 18 and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreementagree to arbitration as provided herein. Each party shall initially bear their own costs (A duly authorized officer of the arbitration Company shall provide his or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result her initials on behalf of the dispute hereunder in addition to the payment of any damages awarded to Company.) LJA Executive.’s Initials MCN Company Officer’s Initials

Resolution of Disputes. Except 18.1 Any dispute or disagreement which may arise under, or as otherwise provided hereina result of, any disputes arising under or in connection with this Agreement or in any way arising out ofrelate to, relating to the interpretation, construction or associated with application of this Agreement and the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, Plan shall be resolved determined by the Committee. Any determination made by the Committee shall be final, binding arbitration, to be held in Chicago, Illinois, in accordance with and conclusive on the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Optionee and the parties hereby agree to expedite such arbitration proceedings to Company and their successors, assigns, heirs, executors, administrators and legal representatives for all purposes. 18.2 To the extent permitted by applicable law, any dispute, disagreement or claim which may arise under, or as a result of, or in any way relate to, the AAAinterpretation, construction or application of this Agreement or the Plan, any breach hereof or thereof, or relating to the enforcement or arbitrability of any provision hereof or thereof, shall be settled by binding arbitration in Atlanta, Georgia by the American Arbitration Association. Judgment upon on the arbitrator’s award rendered by the arbitrator(s) shall be final and may be entered in any court having jurisdiction thereof. The Claims covered Except as may otherwise be determined by the arbitrator(s), each party shall be solely responsible for any expenses (including attorneys’ fees and disbursements, court costs and expert witness fees) incurred by it or on its behalf in investigating and enforcing any rights under this Agreement includeAgreement, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and each party shall bear one-half of the foregoing bases; claims for benefits, except as excluded fees and expenses of the arbitrator(s) in the following paragraph; and claims for violation of connection with any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedureproceeding. 18.3 THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, in which case the provisions of such plan shall applyTHE PARTIES AGREE THAT EACH PARTY TO THIS AGREEMENT IS GIVING UP THE RIGHT TO SXX THE OTHER PARTY IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY. ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED. THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, 4, 5 and 6 of this AgreementWITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.THE ARBITRATOR(S) DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD. THE ARBITRATION RULES MAY

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust the Company (or any of its Affiliates) or the termination end of such employment (“Claims”), ) that Executive may have against Wintrust the Company (or against any Affiliate) or that the Company or any of its Affiliates, officers, directors, employees or agents in their capacity as such of the Company (or otherwise, or that Wintrust any Affiliate) may have against Executive, shall be resolved exclusively by binding arbitration, arbitration by a single arbitrator to be held in ChicagoTampa, IllinoisFlorida, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the ). The parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation duedue Executive; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, harassment and retaliation, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing basesthose protected characteristics; claims by Executive for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental entity’s constitution, statute, ordinance, regulation, or public policy. , including retaliation and “whistleblowing.” The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, procedure (in which case the provisions of such plan shall apply); and claims made by either Wintrust the Company or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 36, 4, 5 7 and 6 8 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, that (a) if Wintrust the Company is found to have violated any material terms of this Agreement, Wintrust the Company shall reimburse Executive for the entire amount of reasonable and necessary attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveExecutive or (b) if Executive is found to have violated any material terms of this Agreement, Executive shall reimburse the Company for the entire amount of reasonable and necessary attorneys’ fees incurred by the Company as a result of the dispute in addition to the payment of any damages awarded to the Company. Executive and the Company agree that, in any lawsuit between them permitted by this Section, the dispute will be resolved by the court sitting without a jury, that is, Executive and Company hereby waive their rights to a jury trial in any such proceedings.

Resolution of Disputes. Except as otherwise provided herein, (a) If a legally cognizable dispute arises out of or relates to any disputes arising under or in connection with aspect of this Agreement or in any way arising out ofthe breach, relating termination, or validity thereof, the parties agree to or associated with resolve the Executive’s employment with Wintrust or dispute by binding arbitration before the termination of such employment American Arbitration Association (“ClaimsAAA”). Disputes subject to binding arbitration include, without limitation, (1) all tort and contract claims; (2) claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended, and the Employee Retirement Income Security Act of 1974; and (3) claims against the Company’s subsidiaries, affiliated and successor companies, and claims against the Company that Executive may have include claims against Wintrust or against its Affiliatesthe Company’s agents and employees, officers, directors, employees or agents whether in their capacity as such or otherwise, or that Wintrust may have against Executive, . (b) Arbitration proceedings shall be resolved by binding arbitration, to be held in ChicagoHouston, IllinoisTexas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the rules and procedures Employment Dispute Resolution Rules of the National Rules for AAA in effect on the Resolution date of Employment Disputes of the American Arbitration Association (the “AAA”) this Agreement, and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment judgment upon the award rendered by the arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law, and without regard to conflict or choice of law principals. The Claims covered by arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement includeAgreement; an award of punitive, but are not limited to: claims for wages exemplary, statutory, or compensatory damages; the issuance of an injunction or other compensation provisional relief; the a declaration of the forfeiture of amounts due or claimed to be due; claims or the imposition of sanctions for breach abuse or frustration of the arbitration process. (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party shall be subject to reimbursement from the other party as part of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any award of the foregoing bases; claims for benefitsarbitrator. (e) By initialing below, except as excluded in Executive and the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case Company acknowledge that each has read the provisions of such plan shall apply; this Section 11 and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreementagree to arbitration as provided herein. Each party shall initially bear their own costs (A duly authorized officer of the arbitration Company shall provide his or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result her initials on behalf of the dispute hereunder in addition to the payment of any damages awarded to Company.) Executive.’s Initials Company Officer’s Initials

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or any of its Affiliates or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the termination Company or any of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officersand may result in unnecessary costs, directorsdelays, employees complexities, and uncertainty. The parties agree that any dispute between Executive and the Company or agents any of its Affiliates arising out of or relating to the negotiation, execution, performance or termination of this Agreement or any other agreement between the parties, regardless of whether that agreement itself specifies arbitration as an exclusive remedy, Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in their capacity Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as such or otherwiseamended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any similar federal, state, or local law, statute, regulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree Association; provided however, that this arbitration provision shall not apply to expedite such arbitration proceedings sexual harassment claims to the extent prohibited by applicable law. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The location for the arbitration (or any litigation as permitted herein) shall be the Xxxxxx County, Maryland area. Any award made by such panel shall be final, binding, and conclusive on the AAA. Judgment parties for all purposes and shall be kept confidential, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The arbitrator may award reasonable attorney’s fees, costs, and expenses to the prevailing party in any arbitration, in addition to any other relief to which the prevailing party may be entitled. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear Except as otherwise stated above, by electing arbitration as the means for final settlement of all claims, the parties hereby waive their own costs of the arbitration respective rights to, and agree not to, xxx each other in any action in a Federal, State, or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.local court with

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with of the Executive’s employment with Wintrust the Company or out of this Agreement, or the Executive’s termination of such employment (“Claims”)or termination of this Agreement, may not be in the best interests of either the Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or the Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Executive may have against Wintrust Retirement Income Security Act, and any similar federal, state or against its Affiliateslocal law, officersstatute, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the “AAA”) parties that do not themselves specify arbitration as an exclusive remedy. The location for the arbitration shall be the Chicago, Illinois metropolitan area. The arbitration may be initiated by any party by providing to the other party a written notice of arbitration specifying the claims. Within 15 days after the commencement of arbitration, each of the Executive and the parties hereby agree Company shall select one person to expedite such arbitration proceedings to act as arbitrator and the extent permitted two selected arbitrators shall select a third arbitrator within ten days of their appointment. If the arbitrators selected by the AAAparties are unable or fail to agree upon the third arbitrator within such ten day period, the third arbitrator shall be selected by the American Arbitration Association promptly after such ten day period. Judgment Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the foregoing bases; claims for benefitsarbitration (including, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit planif applicable, the terms appointment of which contain an arbitration or other non-judicial resolution procedure, in which case a third arbitrator by the provisions of such plan American Arbitration Association) shall apply; and claims made be borne by either Wintrust or the Executive for injunctive and/or other equitable relief regarding parties equally unless the covenants set forth in Sections 3, 4, 5 and 6 of this Agreementarbitrators determine otherwise. Each party shall initially bear their own legal fees and expenses and other costs incurred in connection with the arbitration (the “Expenses”), unless and to the extent the arbitrators determine the Expenses of a party shall be paid by the other party. The parties acknowledge and agree that their obligations to arbitrate under this Section 7.9 survive the termination of this Agreement and continue after the termination of the employment relationship between the Executive and the Company. The parties each further agree that the arbitration or litigationprovisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except that, if Wintrust is found to have violated any material terms of as otherwise expressly provided in this Agreement. By election of arbitration as the means for final settlement of all claims, Wintrust shall reimburse Executive the parties hereby waive their respective rights to, and agree not to, sxx each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Wintrust, or any Affiliate of Wintrust in their capacity as such or otherwise, or that Wintrust, or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: , claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 16, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 11, except 12, 13, 14, or 15 then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of her work for the Company, she has purposely availed herself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 16 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx-Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of her obligations under Articles 11, 12, 13, 14 or 15 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 11, 12, 13, 14 or 15 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear her or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except as otherwise provided herein, (a) If a legally cognizable dispute arises out of or relates to any disputes arising under or in connection with aspect of this Agreement or in any way arising out ofthe breach, relating termination, or validity thereof, the parties agree to or associated with resolve the Executive’s employment with Wintrust or dispute by binding arbitration before the termination of such employment American Arbitration Association (“ClaimsAAA”). Disputes subject to binding arbitration include, without limitation, (1) all tort and contract claims; (2) claims brought under all applicable federal, state or local statutes, laws, regulations or ordinances, including but not limited to, Title VII of the Civil Rights Act of 1964, as amended, the Family and Medical Leave Act; the Americans with Disabilities Act; the Rehabilitation Act of 1973, as amended; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in Employment Act, as amended; the Equal Pay Act; the Civil Rights Act of 1866, as amended, and the Employee Retirement Income Security Act of 1974; and (3) claims against the Company’s subsidiaries, affiliated and successor companies, and claims against the Company that Executive may have include claims against Wintrust or against its Affiliatesthe Company’s agents and employees, officers, directors, employees or agents whether in their capacity as such or otherwise, or that Wintrust may have against Executive, . (b) Arbitration proceedings shall be resolved by binding arbitration, to be held in ChicagoHouston, IllinoisTexas, or at such other place as may be selected by the mutual agreement of the parties. The arbitration shall proceed in accordance with the rules and procedures Employment Dispute Resolution Rules of the National Rules for AAA in effect on the Resolution date of Employment Disputes of the American Arbitration Association (the “AAA”) this Agreement, and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment judgment upon the award rendered by the arbitrator(s) arbitrator may be entered in any court having jurisdiction thereof. (c) The arbitration award shall be in writing and shall specify the factual and legal bases for the award. In rendering the award, the arbitrator shall determine the respective rights and obligations of the parties according to the laws of the State of Delaware or, if applicable, federal law, and without regard to conflict or choice of law principles. The Claims covered by arbitrator shall have the authority to award any remedy or relief that a federal or state court within the State of Delaware could order or grant, including without limitation, specific performance of any obligation created under this Agreement includeAgreement; an award of punitive, but are not limited to: claims for wages exemplary, statutory, or compensatory damages; the issuance of an injunction or other compensation provisional relief; the a declaration of the forfeiture of amounts due or claimed to be due; claims or the imposition of sanctions for breach abuse or frustration of the arbitration process. (d) Each party shall pay for its own fees and expenses of arbitration including the expense of its own counsel, experts, witnesses and preparation and presentation of evidence, except that the cost of the arbitrator and any filing fee exceeding the applicable filing fee in federal court shall be paid by the Company; provided, however, that all reasonable costs and fees necessarily incurred by any party shall be subject to reimbursement from the other party as part of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any award of the foregoing bases; claims for benefitsarbitrator. (e) By initialing below, except as excluded in Executive and the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case Company acknowledge that each has read the provisions of such plan shall apply; this Section 7 and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreementagree to arbitration as provided herein. Each party shall initially bear their own costs (A duly authorized officer of the arbitration Company shall provide his or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result her initials on behalf of the dispute hereunder in addition to the payment of any damages awarded to Company.) /s/ RJS Executive.’s Initials /s/ MCN Company Officer’s Initials

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating Any Member complaints which cannot be resolved to or associated with the Executive’s employment with Wintrust mutual satisfaction of the Member and the Corporation through communications between the Member and the President (or the termination President’s designee) shall be submitted for final resolution to a committee appointed by the Board of Directors of the Corporation. Any such employment (“Claims”), dispute that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as cannot be resolved by such or otherwise, or that Wintrust may have against Executive, committee shall be resolved by binding arbitrationarbitration in Utah, pursuant to the Commercial Arbitration Rules then in effect for the American Arbitration Association. The parties shall be held in Chicago, Illinois, entitled to conduct reasonable discovery in accordance with the rules and procedures Federal Rules of Civil Procedure, prior to the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) arbitration hearing, and the parties hereby agree to expedite such arbitration proceedings Federal Rules of Evidence shall be applicable to the extent permitted by arbitration hearing. Neither the AAAMember nor the Corporation shall commence any action against the other to resolve any such dispute in any court except to confirm such arbitrator’s award or to obtain equitable relief. Judgment upon the any such award rendered by the arbitrator(s) an arbitrator may be entered in by any court in Utah having jurisdiction thereof. The Claims covered by this Agreement includearbitrator (a) shall not have any power or authority to add to, but are not limited to: claims for wages alter, amend or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, modify the terms of which contain an arbitration this Membership Agreement; (b) shall be bound by, the laws of Delaware, except that this Section 8 shall be governed by the Federal Arbitration Act; (c) shall have no power or authority to grant or award punitive damages; and (d) shall establish and enforce appropriate rules to ensure that the proceeding, including the decision, be kept confidential and that all confidential information of the parties be kept confidential and be used for no purpose other than the arbitration. The parties shall be deemed to have waived any rights to punitive damages. This provision shall survive the termination of this Agreement and shall apply equally to any former Member, including with regard to any continuing obligation to pay membership fees pursuant to Section 3 hereof. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, specifically including Section 10.5 hereof, any Member that constitutes a State agency, board, office, unit, department or other non-judicial resolution procedure, in which case State entity shall not be bound by the provisions of such plan shall apply; and claims made this Section requiring submission to arbitration in any location outside of their affiliated State or be subject to or bound by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment laws of any damages awarded to ExecutiveState other than the applicable laws of their affiliated State.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 16, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 12, except 13, or 14, then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of her work for the Company, she has purposely availed herself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 16 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx- Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of her obligations under Articles 11, 12, 13, 14 or 15 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 11, 12, 13, 14 or 15 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear her or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under out of Chairman’s service with the Company or out of this Agreement, or Chairman’s termination of service or termination of this Agreement, may not be in connection with the best interests of either Chairman or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of this Agreement or in Chairman’s service, including, but not limited to, any way claim arising out ofof this Agreement, relating to claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Chairman Retirement Income Security Act, and any similar federal, state or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”)local law, that Executive may have against Wintrust or against its Affiliatesstatute, officers, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after service, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules Employment Arbitration Rules and procedures of the National Rules for the Resolution of Employment Disputes Mediation Procedures of the American Arbitration Association (the “AAA”) and Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties hereby agree to expedite that provide for dispute resolution through other means. The location for the arbitration shall be the Dallas, Texas area. Any award made by such arbitration proceedings to panel shall be final, binding and conclusive on the extent permitted by the AAA. Judgment parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. To the extent applicable law prohibits mandatory arbitration of discrimination, harassment, and/or retaliation claims, in the event Chairman intends to bring multiple claims, including a discrimination, harassment, and/or retaliation claim, the discrimination, harassment, and/or retaliation claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Chairman’s option, Chairman may voluntarily pay up to one-half the costs and fees. The parties agree that this arbitration provision shall be interpreted in accordance with the Federal Arbitration Act. Any disputes over arbitrability will be determined by the arbitrator, and not any court. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsservice relationship between Chairman and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in this Agreement. By election arbitration as the following paragraph; means for final settlement of all claims, the parties hereby waive their respective rights to, and claims for violation of agree not to, xxx each other in any action in a federal, state or other governmental constitutionlocal court with respect to such claims, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain but may seek to enforce in court an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found award rendered pursuant to have violated any material terms of this Agreement, Wintrust shall reimburse Executive or to institute in court an action for the entire amount injunctive relief in aid of reasonable attorneys’ fees incurred arbitration, provided that any such action must be brought in a state or federal court located in Dallas County, Texas. The parties specifically agree to waive their respective rights to a trial by Executive as jury, and further agree that no demand, request or motion will be made for trial by jury. Chairman expressly waives any right or entitlement to bring any action on a result of the dispute hereunder in addition to the payment of any damages awarded to Executiveclass, collective or multi-party basis.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust Employer or the termination of such employment (“Claims”), that Executive may have against Wintrust Employer or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Employer or any Affiliate of Wintrust in their capacity as such or otherwise, or that Employer or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Employer or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. , Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust Employer is found to have violated any material terms of this Agreement, Wintrust Employer shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s 's employment with Wintrust Employer or the termination of such employment (“"Claims”"), that Executive may have against Wintrust Employer or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Employer or any Affiliate of Wintrust in their capacity as such or otherwise, or that Employer or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “"AAA”") and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. thereof The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ ' compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Employer or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust Employer is found to have violated any material terms of this Agreement, Wintrust Employer shall reimburse Executive for the entire amount of reasonable attorneys’ ' fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided hereinin the Plan or this Agreement, any disputes dispute arising under the Plan or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitrationsubmitted to arbitration before a single arbitrator in [Atlanta, to be held in Chicago, IllinoisGeorgia], in accordance with the rules and procedures of the National then current Employment Dispute Resolution Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite or any successor organization). The award in any such arbitration proceedings to shall be final and binding on the extent permitted by the AAA. Judgment parties, and judgment upon the such award rendered by the arbitrator(s) may be entered in any federal or state court having jurisdiction jurisdiction. The arbitrator, in his or her sole discretion, may determine that there is a prevailing party or parties in the arbitration and, if so, that the costs of the arbitration proceedings, including reasonable attorneys’ fees, that would otherwise be borne by such party or parties shall be borne by the other party or parties. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Claims covered by Participant has reviewed the Plan and this Agreement includein their entirety, but are not limited to: claims for wages or other compensation due; claims for breach has had an opportunity to obtain the advice of any contract or covenantcounsel prior to executing this Agreement, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the fully understands all provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs Participant hereby agrees to notify the Company upon any change in the residence address indicated below. Participant further agrees to accept as binding, conclusive, and final all decisions or interpretations of the arbitration Administrator upon any questions arising under the Plan or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement. PARTICIPANT FURTHER AGREES THAT, Wintrust shall reimburse Executive for the entire amount of reasonable attorneysPURSUANT TO SECTION II.26 OF THIS AGREEMENT, ANY DISPUTE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A SINGLE ARBITRATOR IN [ATLANTA, GEORGIA], IN ACCORDANCE WITH THE THEN CURRENT EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION); THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE ENTERED IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE ARBITRATOR MAY IN HIS OR HER DISCRETION DETERMINE THAT A PARTY OR PARTIES TO SUCH ARBITRATION SHALL BEAR THE COSTS OF THE ARBITRATION PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.FEES, THAT WOULD OTHERWISE BE BORNE BY THE OTHER PARTY OR PARTIES. PARTICIPANT AMERICOLD REALTY TRUST By Title Address: Address Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Suite 800, South Tower Atlanta, GA 30328 Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Suite 800, South Tower Atlanta, GA 30328

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 15. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 15, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 10, except 11, 12, 13, or 14 then the arbitration requirements of this Article 15 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 15 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx-Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 10, 11, 12, 13 or 14 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 10, 11, 12, 13 or 14 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except as otherwise provided herein, any Any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoLas Vegas, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. Notwithstanding the provisions of this Article 16, but are not limited to: claims for wages or other compensation due; claims for breach the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 12, except 13, or 14, then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; State of Nevada to be docketed, if available, on the commercial docket of that court. The Parties hereby consent to the exclusive specific and claims general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. In addition, in connection with any such court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 12, 13, or 14 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any federalprovision of Articles 12, state or other governmental constitution, statute, ordinance, regulation13, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms 14 of this Agreement, Wintrust the Company shall reimburse Executive for be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the entire amount necessity of reasonable attorneys’ fees incurred by Executive as a result proof of the dispute hereunder actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in addition to the payment of connection with any damages such litigation, unless such costs and expenses are awarded to Executivea Party by the court in such litigation.

Resolution of Disputes. Except as otherwise provided hereinAny disputes, any disputes controversy, or claim arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination breach of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, this Agreement shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitral award determination shall be final and binding. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 15. The Parties understand and fully agree that they are giving up their constitutional right to have a trial by jury, but and are not limited to: claims giving up their normal rights of appeal following the issuance of the arbitrator’s award except as applicable law provides for wages or other compensation due; claims for breach judicial review of arbitration proceedings. Notwithstanding the provisions of this Article 15, the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 10, except 11, or 12, then the arbitration requirements of this Article 15 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; and claims for violation State of any federalNevada to be docketed, state or other governmental constitutionif available, statute, ordinance, regulation, or public policyon the commercial docket of that court. The Claims covered Parties hereby consent to the exclusive specific and general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. Likewise, the arbitration requirements of this Agreement do Article 15 shall not include apply to (i) claims for workers’ compensation benefits or compensation; benefits, (ii) claims for unemployment compensation benefits, (iii) whistleblower retaliation claims under the Xxxxxxxx-Xxxxx Act or the Xxxx-Xxxxx Act that cannot be arbitrated as a matter of law; (iv) administrative charges for unfair labor practices brought before the National Labor Relations Board, (v) administrative charges brought before the Equal Employment Opportunity Commission or other similar administrative agency, or (vi) any other claims based upon an employee pension or benefit planthat, as a matter of law, the terms of which contain an arbitration or other non-judicial resolution procedureParties cannot agree to arbitrate. In addition, in which case the provisions of connection with any such plan shall apply; and claims made by either Wintrust or court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 10, 11, 12, 13 or 14 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any provision of Articles 10, 11, 12, 13 or 14 of this Agreement, the Company shall be entitled to immediate injunctive and/or other equitable relief regarding and may obtain a temporary order restraining any threatened or further breach, without the covenants set forth necessity of proof of actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in Sections 3connection with any such litigation, 4unless such costs and expenses are awarded to a Party by the court in such litigation. By executing this Agreement, 5 and 6 the Parties represent that they have been given the opportunity to fully review the terms of this Agreement. Each party shall initially bear their own costs The Executive acknowledges and agrees that the Executive has had an opportunity to ask questions and consult with an attorney of the arbitration or litigation, except that, if Wintrust is found to have violated any material Executive’s choice before signing this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. THE PARTIES FULLY UNDERSTAND AND AGREE THAT THEY ARE GIVING UP CERTAIN RIGHTS OTHERWISE AFFORDED TO THEM BY CIVIL COURT ACTIONS, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to ExecutiveINCLUDING BUT NOT LIMITED TO THE RIGHT TO A JURY OR COURT TRIAL.

Resolution of Disputes. Except as otherwise provided herein, any Any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by third party mediation of the dispute and, failing that, by binding arbitration, to be held in ChicagoReno, IllinoisNevada, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAAAssociation. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered Company will pay the direct costs and expenses of such arbitration. The Company will also reimburse the Executive for reasonable fees and expenses, including reasonable attorney’s fees, incurred by the Executive in connection with such arbitration, such reimbursement to be made monthly as such fees and expenses are incurred. In the event the Executive does not prevail at arbitration, however, the Executive will re-pay to the Company any and all expenses and fees previously reimbursed by the Company under this Agreement includeArticle 16. Notwithstanding the provisions of this Article 16, but are not limited to: claims for wages or other compensation due; claims for breach the Parties agree that in the event of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited dispute between the Executive and the Company as to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefitsExecutive’s obligations under Articles 12, except 13, or 14, then the arbitration requirements of this Article 16 shall not apply, and that instead, the Parties must seek relief as excluded to that dispute in a court of general jurisdiction in the following paragraph; State of Nevada to be docketed, if available, on the commercial docket of that court. The Parties hereby consent to the exclusive specific and claims general jurisdiction of such court. The Executive hereby agrees that, by virtue of his work for the Company, he has purposely availed himself of the benefits and protections of the laws of the State of Nevada. In addition, in connection with any such court action, the Executive acknowledges and agrees that the remedy at law available to the Company for breach by the Executive of any of his obligations under Articles 12, 13, or 14 of this Agreement would be inadequate and that damages flowing from such a breach would not readily be susceptible to being measured in monetary terms. Accordingly, the Executive acknowledges, consents and agrees that, in addition to any other rights or remedies which the Company may have at law, in equity or under this Agreement, upon adequate proof of the Executive’s violation of any federalprovision of Articles 12, state or other governmental constitution, statute, ordinance, regulation13, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms 14 of this Agreement, Wintrust the Company shall reimburse Executive for be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further breach, without the entire amount necessity of reasonable attorneys’ fees incurred by Executive as a result proof of the dispute hereunder actual damage. For purposes of clarity, each Party shall bear his or its own costs and expenses in addition to the payment of connection with any damages such litigation, unless such costs and expenses are awarded to Executivea Party by the court in such litigation.

Resolution of Disputes. Except as otherwise provided hereinAny controversy, any disputes claim or dispute arising under out of or in connection with relating to this Agreement or in any way the breach of this Agreement, other than such a matter arising out of, relating to from a violation or associated with the Executive’s employment with Wintrust or the termination threatened violation of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executivesections 11 and 12, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) Association, and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment a judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereofjurisdiction. The Claims covered by award rendered in any arbitration proceeding under this Agreement includesection will be final and binding. Any demand for arbitration must be made and filed within 60 days of the date the requesting party knew or reasonably should have known of the event giving rise to the controversy or claim. Any claim or controversy not submitted to arbitration in accordance with this section will be considered waived, and therefore, no arbitration panel or court will have the power to rule or make any award on such claims or controversy. Any such arbitration will be conducted in the Minneapolis, MN metropolitan area. Both Company and Executive recognize that each would give up any right to a jury trial, but are not limited to: claims for wages believe the benefits of arbitration significantly out-weigh any disadvantage. Both further believe arbitration is likely to be both less expensive and less time-consuming than litigation of any dispute there might be. If there shall be any dispute between the Company and the Executive (i) in the event of any termination of Executive's employment by the Company, whether such termination was with or without Cause, or (ii) in the event of a Constructive Termination of employment by the Company, then, unless and until there is a final, nonappealable judgment by a court of competent jurisdiction, the Company shall pay, and provide all benefits to Executive and/or Executive's family or other compensation duebeneficiaries, as the case may be, that the Company would be required to pay or provide pursuant to section 8 or section 9 hereof, as the case may be, as though such termination were by the Company without Cause or was a Constructive Termination by the Company; claims for breach provided, however, that the Company shall not be required to pay any disputed amounts pursuant to this section except upon receipt of any contract an undertaking by or covenant, express or implied; tort claims; claims for discrimination, including but on behalf of Executive to repay all such amounts to which Executive is ultimately adjudged by such court not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivebe entitled.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust Employer or the termination of such employment (“Claims”), that Executive may have against Employer, Wintrust or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Employer, Wintrust, or any Affiliate of Wintrust in their capacity as such or otherwise, or that Employer, Wintrust, or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. , Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. , The Claims covered by this Agreement include, but are not limited to: ; claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Employer or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust Employer is found to have violated any material terms of this Agreement, Wintrust Employer shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Wintrust, or any Affiliate of Wintrust in their capacity as such or otherwise, or that Wintrust, or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust either party is found to have violated any material terms of this Agreement, Wintrust such party shall reimburse Executive the other party for the entire amount of reasonable attorneys’ fees incurred by Executive the non-breaching party as a result of the dispute hereunder hereunder, in addition to the payment of any damages awarded to Executivethe non-breaching party.

Resolution of Disputes. Except as otherwise provided herein, any i. The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the Company, and may result in unnecessary costs, delays, complexities, and uncertainty. The parties agree that any dispute between the parties arising out of or relating to the negotiation, execution, performance or termination of such employment (“Claims”)this Agreement or Executive’s employment, that Executive may have against Wintrust including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any similar federal, state or against its Affiliateslocal law, officersstatute, directors, employees or agents in their capacity as such or otherwiseregulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and Association; provided however, that this dispute resolution provision shall not apply to any separate agreements between the parties hereby agree that do not themselves specify arbitration as an exclusive remedy, and provided further that either the Company or Executive shall be entitled to expedite such arbitration proceedings to seek from a court of competent jurisdiction in the extent permitted Commonwealth of Virginia an immediate injunction and restraining order pending final resolution in Arbitration for a breach and/or threatened breach and/or continued breach of this Agreement by the AAAother party. Judgment The location for the arbitration shall be the Washington, D.C. metropolitan area. Any award made by such panel shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Virginia as applied to contracts made and to be performed entirely within Virginia. ii. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement includeand continue after the termination of the employment relationship between Executive and the Company. iii. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By electing arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, xxx each other in any action in a Federal, State or local court with respect to such claims, but are not limited to: claims may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for wages trial by jury. iv. Executive hereby further agrees that, if it is ever determined, in an arbitration brought in accordance with this Agreement, that willful actions by Executive have constituted wrongdoing that results in an accounting restatement due to the material noncompliance of the Company with financial reporting requirements in any report or statement filed by the Company with the U.S. Securities and Exchange Commission, then the Company, or its successor, as appropriate, may recover all of any severance compensation and benefits and any bonus or other incentive-based or equity based compensation duereceived by Executive during the 12-month period following the first public issuance or filing with the U.S. Securities and Exchange Commission, whichever first occurs, of the financial document embodying such financial reporting requirement, less the amount of any net tax owed by Executive with respect to such award or payment over the tax benefit to Executive from the repayment or return of the award or payment. The Company or its successor may, in its sole discretion, affect any such recovery by (i) obtaining repayment directly from Executive; claims (ii) setting off the amount owed to it against any amount or award that would otherwise be payable by the Company to Executive; or (iii) any combination of (i) and (ii) above. v. If either Executive or the Company is awarded any damages as compensation for any breach or action related to this Agreement, a breach of any contract or covenant, covenant contained in this Agreement (whether express or implied; tort claims; claims for discriminationimplied by either law or fact), including but not limited to discrimination or any other cause of action based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability in whole or medical condition or harassment in part on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation breach of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms provision of this Agreement, Wintrust such damages shall reimburse Executive for be limited to contractual damages plus interest on any delayed payment at the entire lower of (i) interest at the prime rate in effect at the time such amount of reasonable attorneys’ fees incurred first becomes payable, as quoted by Executive as a result of the dispute hereunder in addition to Company’s principal bank or (ii) the payment of any maximum rate per annum allowable by applicable law from and after the date(s) that such payments were due and shall exclude consequential damages awarded to Executiveand punitive damages even if otherwise allowed by law.

Resolution of Disputes. Except as otherwise provided herein, any The parties recognize that litigation in federal or state courts or before federal or state administrative agencies of disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the of Executive’s employment with Wintrust the Company or any of its Affiliates or out of this Agreement, or Executive’s termination of employment or termination of this Agreement, may not be in the best interests of either Executive or the termination Company or any of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officersand may result in unnecessary costs, directorsdelays, employees complexities, and uncertainty. The parties agree that any dispute between Executive and the Company or agents any of its Affiliates arising out of or relating to the negotiation, execution, performance or termination of this Agreement or any other agreement between the parties, regardless of whether that agreement itself specifies arbitration as an exclusive remedy, Executive’s employment, including, but not limited to, any claim arising out of this Agreement, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in their capacity Employment Act of 1967, the Americans with Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as such or otherwiseamended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any similar federal, state, or local law, statute, regulation, or any common law doctrine, whether that Wintrust may have against Executivedispute arises during or after employment, shall be resolved settled by binding arbitration, to be held in Chicago, Illinois, arbitration in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree Association; provided however, that this arbitration provision shall not apply to expedite such arbitration proceedings sexual harassment claims to the extent prohibited by applicable law. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration. The location for the arbitration (or any litigation as permitted herein) shall be the Howard County, Maryland area. Any award made by such panel shall be final, binding, and conclusive on the AAA. Judgment parties for all purposes and shall be kept confidential, and judgment upon the award rendered by the arbitrator(s) arbitrators may be entered in any court having jurisdiction thereof. The Claims covered arbitrators’ fees and expenses and all administrative fees and expenses associated with the filing of the arbitration shall be borne by the Company; provided however, that at Executive’s option, Executive may voluntarily pay up to one-half the costs and fees. The arbitrator may award reasonable attorney’s fees, costs, and expenses to the prevailing party in any arbitration, in addition to any other relief to which the prevailing party may be entitled. The parties acknowledge and agree that their obligations to arbitrate under this Section survive the termination of this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any and continue after the termination of the foregoing bases; claims for benefitsemployment relationship between Executive and the Company. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as excluded otherwise expressly provided in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear Except as otherwise stated above, by electing arbitration as the means for final settlement of all claims, the parties hereby waive their own costs of the respective rights to, and agree not to, sue each other in any action in a Federal, State, or local court with respect to such claims, but may seek to enforce in court an arbitration or litigation, except that, if Wintrust is found award rendered pursuant to have violated any material terms of this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, Wintrust shall reimburse Executive and further agree that no demand, request, or motion will be made for the entire amount of reasonable attorneys’ fees incurred trial by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivejury.

Resolution of Disputes. Except as otherwise provided hereinin the Plan or this Agreement, any disputes dispute arising under the Plan or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall be resolved by binding arbitrationsubmitted to arbitration before a single arbitrator in [Atlanta, to be held in Chicago, IllinoisGeorgia], in accordance with the rules and procedures of the National then current Employment Dispute Resolution Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite or any successor organization). The award in any such arbitration proceedings to shall be final and binding on the extent permitted by the AAA. Judgment parties, and judgment upon the such award rendered by the arbitrator(s) may be entered in any federal or state court having jurisdiction jurisdiction. The arbitrator, in his or her sole discretion, may determine that there is a prevailing party or parties in the arbitration and, if so, that the costs of the arbitration proceedings, including reasonable attorneys’ fees, that would otherwise be borne by such party or parties shall be borne by the other party or parties. Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. The Claims covered by Participant has reviewed the Plan and this Agreement includein their entirety, but are not limited to: claims for wages or other compensation due; claims for breach has had an opportunity to obtain the advice of any contract or covenantcounsel prior to executing this Agreement, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the fully understands all provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs Participant hereby agrees to notify the Company upon any change in the residence address indicated below. Participant further agrees to accept as binding, conclusive, and final all decisions or interpretations of the arbitration Administrator upon any questions arising under the Plan or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement. PARTICIPANT FURTHER AGREES THAT, Wintrust shall reimburse Executive for the entire amount of reasonable attorneysPURSUANT TO SECTION II.26 OF THIS AGREEMENT, ANY DISPUTE ARISING UNDER THE PLAN OR THIS AGREEMENT SHALL BE SUBMITTED TO ARBITRATION BEFORE A SINGLE ARBITRATOR IN [ATLANTA, GEORGIA], IN ACCORDANCE WITH THE THEN CURRENT EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (OR ANY SUCCESSOR ORGANIZATION); THAT THE AWARD IN ANY SUCH ARBITRATION SHALL BE FINAL AND BINDING ON THE PARTIES; THAT JUDGMENT UPON SUCH AWARD MAY BE ENTERED IN ANY FEDERAL OR STATE COURT HAVING JURISDICTION; AND THAT THE ARBITRATOR MAY IN HIS OR HER DISCRETION DETERMINE THAT A PARTY OR PARTIES TO SUCH ARBITRATION SHALL BEAR THE COSTS OF THE ARBITRATION PROCEEDINGS, INCLUDING REASONABLE ATTORNEYS’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.FEES, THAT WOULD OTHERWISE BE BORNE BY THE OTHER PARTY OR PARTIES. PARTICIPANT AMERICOLD REALTY TRUST By Title Address: Address Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Xxxxx 000, Xxxxx Xxxxx Xxxxxxx, XX 00000 Americold Realty Trust 00 Xxxxxxxx Xxxxxxx Suite 800, South Tower Atlanta, GA 30328

Resolution of Disputes. Except (i) Any action, suit or proceeding where the amount in controversy as otherwise to at least one party, exclusive of interest and costs, exceeds $1,000,000 ("Summary Proceeding"), arising out of or relating to this Agreement, the Voting and Stock Restriction Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof which has not been resolved by mediation as provided hereinherein within [90] days of the Notice Date, shall be litigated exclusively in the Superior Court of the State of Delaware (the "Delaware Superior Court") as a summary proceeding pursuant to Rules 124-131 of the Delaware Superior Court, or any successor rules (the "Summary Proceeding Rules"). Each of the parties hereto hereby irrevocably and unconditionally (A) submits to the jurisdiction of the Delaware Superior Court for any Summary Proceeding, (B) agrees not to commence any Summary Proceeding except in the Delaware Superior Court, (C) waives, and agrees not to plead or to make, any disputes objection to the venue of any Summary Proceeding in the Delaware Superior Court, (D) waives, and agrees not to plead or to make any claim that any Summary Proceeding brought in the Delaware Superior Court has been brought in an improper or otherwise inconvenient forum, (E) waives, and agrees not to plead or to make, any claim that the Delaware Superior Court lacks personal jurisdiction over it, (F) waives its right to remove any Summary Proceeding to the federal courts except where such courts are vested with sole and exclusive jurisdiction by statute and (G) understands and agrees that it shall not seek a jury trial or punitive damages in any Summary Proceeding based upon or arising under out of or in connection with otherwise related to this Agreement or any other agreement executed in connection herewith or the breach, termination or validity thereof, and waives any way and all rights to any such jury trial or to seek punitive damages. (ii) In the event any action, suit or proceeding where the amount in controversy as to at least one party, exclusive of interest and costs, does not exceed $1,000,000 (a "Proceeding"), arising out of, of or relating to this Agreement, or associated with the Executive’s employment with Wintrust any other agreement executed in connection herewith or the breach, termination of or validity thereof is brought, the parties to such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity Proceeding agree to make application to the Delaware Superior Court to proceed under the Summary Proceeding Rules. Until such time as such or otherwiseapplication is rejected, or that Wintrust may have against Executive, such Proceeding shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules treated as a Summary Proceeding and procedures all of the National foregoing provisions of this Section relating to Summary Proceedings shall apply to such Proceeding. (iii) If a Summary Proceeding is not available to resolve any dispute hereunder, the controversy or claim shall be settled by arbitration conducted on a confidential basis, under the U.S. Arbitration Act, if applicable, and the then current Commercial Arbitration Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”"Association") strictly in accordance with the terms of this Agreement and the parties substantive law of the State of Delaware, including such law in respect of the statute of limitations. The arbitration shall be conducted at the Association's regional office located in Philadelphia, Pennsylvania by three arbitrators, at least one of whom shall be knowledgeable in venture capital investments, one of whom shall be an attorney and one of whom shall be a member of a "Big Six" accounting firm familiar with businesses engaged in [software design, programming and implementation]. The arbitrators are not empowered to award damages in excess of compensatory damages and each party hereby agree irrevocably waives any right to expedite recover such arbitration proceedings damages with respect to the extent permitted by the AAAany such disputes. Judgment upon the award rendered by the arbitrator(s) arbitrators' aware may be entered and enforced in any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executivecompetent jurisdiction.

Resolution of Disputes. Except as otherwise provided herein16.1 Questions, any claims, difficulties and disputes arising under or in connection with of whatever nature which may arise relative to the technical interpretation of the Contract Documents and fulfillment of this Agreement as to the character, quality, quantity of any work done and materials furnished, or in any way arising out proposed to be done or furnished under or, by reason of, relating to or associated with the Executive’s employment with Wintrust or the termination of such employment (“Claims”), that Executive may have against Wintrust or against its Affiliates, officers, directors, employees or agents in their capacity as such or otherwise, or that Wintrust may have against Executive, shall Contract Documents which cannot be resolved by mutual agreement of CA, CPM and the DBT shall be submitted to County Administrator or designee, for resolution. When either party has determined that a disputed question, claim, difficulty or dispute is at an impasse, that party shall notify the other party in writing and submit the question, claim, difficulty or dispute to the County Administrator for resolution. The parties may agree to a proposed resolution at any time without the involvement and determination of the County Administrator. 16.2 The County Administrator shall notify CA and the DBT in writing of County Administrator’s decision within twenty-one (21) calendar days from the date of the submission of the question, claim, difficulty or dispute, unless County Administrator requires additional time to gather information or allow the parties to provide additional information. County Administrator’s decisions upon all questions, claims, difficulties and disputes shall be final and binding arbitrationto the extent provided in Section 16.5. 16.3 All billing and payment disputes shall be determined as provided in the Florida Statutes and Broward County Code of Ordinances as applicable, and as stated herein as to be held Prompt Payment during construction, Section 5.7. 16.4 During the pendency of any dispute and after a determination thereof, DBT, CPM, PMO and CA shall act in Chicagogood faith to mitigate any potential damages including utilization of construction schedule changes and alternate means of construction. During the pendency of any dispute arising under this Agreement, Illinoisother than termination herein, the DBT shall proceed diligently with performance of this Agreement and the COUNTY shall continue to make payments for undisputed amounts in accordance with the rules Contract Documents. 16.5 In the event the determination of a dispute by the County Administrator under this Article 16, “Resolution of Disputes”, is unacceptable to the DBT, the party objecting to the determination must notify the other party and procedures the County Administrator, or its designee, in writing within ten (10) calendar days of receipt of the National Rules for County Administrator’s written determination. The notice must state the Resolution of Employment Disputes basis of the American Arbitration Association (the “AAA”) objection and the parties hereby agree to expedite such arbitration proceedings to the extent permitted objecting party’s proposed resolution. If notice is given by the AAA. Judgment upon the award rendered DBT, it must be accompanied by the arbitrator(s) may be entered in a statement that any court having jurisdiction thereof. The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any Cost of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulationWork, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit planContract Time adjustment claimed, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust is found to have violated any material terms of this Agreement, Wintrust shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive adjustment to which the DBT has reason to believe it is entitled to as a result of the question, claim, difficulty or dispute. Resolution of such dispute hereunder in addition shall be made by the County Administrator or designee. The County Administrator’s decision shall be final and binding on the parties subject to the payment of any damages awarded to Executivejudicial review. 16.6 BY ENTERING INTO THIS AGREEMENT, THE DBT AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF THE PROJECT.

Resolution of Disputes. Except as otherwise provided herein, any disputes arising under or in connection with this Agreement or in any way arising out of, relating to or associated with the Executive’s employment with Wintrust Employer or the termination of such employment (“Claims”), that Executive may have against Employer, Wintrust or against its Affiliatesany Affiliate of Wintrust, or the officers, directors, employees or agents of Employer, Wintrust, or any Affiliate of Wintrust in their capacity as such or otherwise, or that Employer, Wintrust, or any Affiliate of Wintrust may have against Executive, shall be resolved by binding arbitration, to be held in Chicago, Illinois, in accordance with the rules and procedures of the National Rules for the Resolution of Employment Disputes of the American Arbitration Association (the “AAA”) and the parties hereby agree to expedite such arbitration proceedings to the extent permitted by the AAA. AAA Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. thereof The Claims covered by this Agreement include, but are not limited to: claims for wages or other compensation due; claims for breach of any contract or covenant, express or implied; tort claims; claims for discrimination, including but not limited to discrimination based on race, sex, sexual orientation, religion, national origin, age, marital status, handicap, disability or medical condition or harassment on any of the foregoing bases; claims for benefits, except as excluded in the following paragraph; and claims for violation of any federal, state or other governmental constitution, statute, ordinance, regulation, or public policy. The Claims covered by this Agreement do not include claims for workers’ compensation benefits or compensation; claims for unemployment compensation benefits; claims based upon an employee pension or benefit plan, the terms of which contain an arbitration or other non-judicial resolution procedure, in which case the provisions of such plan shall apply; and claims made by either Wintrust Employer or the Executive for injunctive and/or other equitable relief regarding the covenants set forth in Sections 3, 4, 5 and 6 of this Agreement. Each party shall initially bear their own costs of the arbitration or litigation, except that, if Wintrust Employer is found to have violated any material terms of this Agreement, Wintrust Employer shall reimburse Executive for the entire amount of reasonable attorneys’ fees incurred by Executive as a result of the dispute hereunder in addition to the payment of any damages awarded to Executive.