Exhibit 99.3
NORTHVIEW FINANCIAL CORPORATION
Northview Financial Corporation 1993 Inventive Stock Program
CONVERSION AGREEMENT
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THIS CONVERSION AGREEMENT, made and entered into as of ________, 2004
(this "Conversion Agreement"), by and between NORTHVIEW FINANCIAL CORPORATION,
an Illinois corporation (the "Company"), and the undersigned optionee
("Optionee") under the Northview Financial Corporation 1993 Incentive Stock
Program (the "Plan"), amends each Option Agreement evidencing a stock option (an
"Option") heretofore granted to the Optionee under the Plan and listed on the
Optionee Summary attached hereto as Exhibit A, as follows:
1. Conversion of Option. Upon the Effective Time (as defined in the
Merger Agreement described below) of that certain merger of the Company with and
into Wintrust Financial Corporation ("Wintrust") pursuant to that certain
Agreement and Plan of Merger dated as of May __, 2004, by and among the Company
and Wintrust (the "Merger Agreement"), each outstanding Option listed on the
Optionee Summary attached hereto as Exhibit A shall be amended such that the
common stock to which such Option relates shall be common stock, no par value
per share, of Wintrust ("Wintrust Common Stock"). Capitalized terms used herein
and not otherwise defined herein shall have the meaning given to them in the
Merger Agreement.
2. Wintrust Option. The number of shares of Wintrust Common Stock to
which each such amended Option shall relate shall be equal to the product
obtained by multiplying (1) the number of Company Common Shares subject to the
original Outstanding Company Option multiplied by (2) the quotient obtained by
dividing the Per Share Merger Consideration by the Wintrust Common Stock Price
(such quotient, the "Option Exchange Ratio"); (ii) the exercise price per share
of Wintrust Common Stock under the Converted Option shall be equal to the
quotient obtained by dividing (1) the exercise price per Company Common Share
under the original Outstanding Company Option by (2) the Option Exchange Ratio;
and (iii) upon exercise of each Converted Option by a holder thereof, the
aggregate number of shares of Wintrust Common Stock deliverable upon such
exercise shall be rounded down, if necessary, to the nearest whole share and the
aggregate exercise price shall be rounded up, if necessary, to the nearest cent.
3. Exercisability. The Wintrust Option shall be exercisable in full at
any time during the period beginning on the Effective Time and ending on the
first to occur of (a) if Optionee is an employee, the date which is three months
after the date Optionee ceases to be an employee if such termination of
employment is not due to death, disability or Cause, (b) the first anniversary
of the date Optionee ceases to be an employee if such termination is due to
death or disability, or in the case of an outside director, the first
anniversary of the date the director ceases to be a director of any of
Wintrust's subsidiaries for any reason other than removal for Cause, (c) the
date the Optionee ceases to be an employee, or in the case of an outside
director, is removed as a director, of any of Wintrust's subsidiaries, if the
termination or removal is for Cause, or (d) the expiration date set forth in the
Optionee Summary attached hereto as Exhibit A. Optionee acknowledges to the
extent the Option is an incentive stock option under Section 422 of the
Internal Revenue Code (an "ISO"), if Optionee exercises the Option more than
three months after Optionee ceases to be an employee, then the Option will not
qualify for ISO treatment.
4. Notification of Disposition; Taxes. Optionee shall promptly notify
Wintrust in the event that Optionee disposes of any shares of Wintrust Common
Stock purchased upon exercise of the Wintrust Option prior to the second
anniversary of the date of grant, or, if later, prior to the first anniversary
of the date of such exercise if, at the time the Wintrust Option was exercised,
the Option was eligible for treatment as an ISO. In the event that any
withholding taxes apply at the time of exercise, Optionee shall promptly pay, or
cause to be paid, to Wintrust cash equal to such taxes or Optionee may direct
that there be withheld from the shares issuable upon exercise shares of Wintrust
Common Stock with a Fair Market Value (as defined in the Plan as amended at the
Effective Time) equal to the minimum required withholding taxes.
5. Effect of Conversion Agreement. Except as expressly provided for
herein, this Conversion Agreement shall effect no amendment, change or
modification whatsoever of or to an Option Agreement or to the Plan. From and
after the Effective Time, each Option shall be subject to the amended terms of
the Plan as so amended in accordance with the Merger Agreement, but only to the
extent expressly provided for herein or that does not otherwise impair the
rights of the Optionee in the Option. Unless defined herein, capitalized terms
used in this Conversion Agreement shall have the same meaning ascribed to them
under the Plan.
IN WITNESS WHEREOF, the Company has caused this Conversion Agreement to
be executed by its duly authorized officers and the Optionee has hereunto set
his hand and seal, all as of the date and year first above written.
NORTHVIEW FINANCIAL CORPORATION
By:
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Title:
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ATTEST: OPTIONEE:
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Social Security Number
2
Exhibit A to Conversion Agreement
OPTIONEE SUMMARY
SCHEDULE OF STOCK OPTIONS
COVERED BY THE CONVERSION AGREEMENT
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Optionee: ____________________
OPTION GRANT COMPANY COMMON STOCK EXERCISE PRICE
DATE EXPIRATION DATE SHARES # PER SHARE($)
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A-1
