SILVERGATE CAPITAL CORPORATION NON-QUALIFIED STOCK OPTION AWARD AGREEMENT PURSUANT TO THE 2018 EQUITY COMPENSATION PLAN

Exhibit 10.5

SILVERGATE CAPITAL CORPORATION

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

PURSUANT TO THE 2018 EQUITY COMPENSATION PLAN

This Option is granted on                     , (the “Grant Date”) by Silvergate Capital Corporation (the “Company”) to                        , (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period. The Company hereby grants to Optionee an Option to purchase (the “Option”), pursuant to the Company’s 2018 Equity Compensation Plan (the “Plan”), and upon the terms and conditions therein and hereinafter set forth,                      shares (the “Option Shares”) of Class A Common Stock, par value $.01 per share (“Common Stock”), of the Company at the price of $                     per share (the “Option Price”). The Option granted hereby is not an “incentive stock option” as that term is defined in Section 422 of the Internal Revenue Code. This Option is subject to all terms and conditions set forth in this Non-Qualified Stock Option Award Agreement (“Agreement”) and the Plan, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

This Option shall be exercisable, to the extent that it is vested, during the period (the “Exercise Period”) commencing on the Grant Date and ending at 5:00 p.m., La Jolla, California, time, on the earlier of: (a) ten years after the Grant Date, or (b) (i) 60 days after the date the Optionee ceases to be an employee of the Company or any of its subsidiaries (“Termination Date”), or (ii) six months after the Termination Date if an Optionee is terminated due to death or Disability (as defined in the Plan). This Option shall vest and become exercisable according to the following schedule:

Vesting Based on Years of Continuous Service After Grant Date of Option Number of Shares of Common Stock
Subject to  Option Which May be Exercised

The right to exercise the Option pursuant to the above schedule is cumulative.

2. Method of Exercise of This Option. This Option may be exercised during the Exercise Period by delivering written notice to the Company (in the form attached to this Agreement) specifying the number of Option Shares to be purchased. Such notice must be accompanied by payment in full of the Option Price for the Option Shares to be purchased, plus the amount of any additional U.S. federal and state income or other taxes, or any taxes by any non-U.S. jurisdiction, required to be withheld by the Company or any of its affiliates relating to an Option exercise. Payment shall be by personal or certified check payable to the order of the Company, or wire transfer directed to the Company as may be instructed, or, if permitted by the Compensation Committee of the Company’s Board of Directors (the “Committee”), on a cashless exercise basis that may include tender of shares of Common Stock with a fair market value equivalent to the amount of the Option Price, withholding some of the shares of Common Stock which are being purchased upon exercise of this Option, withholding compensation payable to Optionee, or by any combination of the foregoing.

3. Non-Transferability of This Option. This Option may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, except (a) to your spouse, lineal ascendants, lineal descendants, or to trusts for their benefit (subject to subsequent transfer restrictions as provided in the Plan), or (b) in the event of the death of the Optionee, by will or the laws of descent and distribution. Except as provided herein, or on such other terms as the Committee may determine in its sole discretion, this Option is exercisable during the Optionee’s lifetime only by the Optionee.

4. Restrictions on Stock Transferability. The Option Shares may be subject to further restrictions upon transfer, including, restrictions under applicable federal and state securities laws.

1

5. Additional Exercise Considerations. A successor to an Optionee’s rights under a court approved domestic relations order shall be subject to the Exercise Period limitations herein.

6. Adjustments for Changes in Capitalization of the Company. In the event of any change in the outstanding shares of Stock because of any stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares, or other similar corporate change, the aggregate number of shares of Stock available under the Plan and subject to each outstanding Award, and its stated Option Price or the basis upon which the Award is measured, shall be adjusted appropriately by the Committee, whose determination shall be conclusive.

7. Stockholder Rights Not Granted by This Option. The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company.

8. Notices. Any notice hereunder by the Participant shall be given to the Company (Attention: Corporate Secretary) via United States mail, e-mail transmission, or such other means as the Company may instruct you to provide. Any notice hereunder by the Company shall be given to the Participant in writing via courier delivery service or United States mail, postage prepaid, addressed to you at such address as the Participant may have on file with the Company.

9. Plan and Plan Interpretations as Controlling. This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations of the Committee shall be binding and conclusive upon the Optionee or his legal representatives regarding any question arising hereunder or under the Plan.

10. Optionee Service. Nothing in this Option shall limit the right of the Company or any of its affiliates to terminate the Optionee’s service as an officer or employee, or otherwise impose upon the Company or any of its affiliates any obligation to employ or accept the services of the Optionee.

11. Optionee Acceptance. The Optionee shall signify his acceptance of the terms and conditions of this Option by signing in the space provided below and returning a signed copy hereof to the Company at its current headquarters address. If you do not sign and return this Agreement within 30 days following the Grant Date, this option award and Agreement will be cancelled.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

SILVERGATE CAPITAL CORPORATION

By:

Name:                                                                     

Title:                                                                       

Address: 0000 Xxxxxxxxx Xxxxxx, Xxxxx 000

                Xx Xxxxx, XX 00000

ACCEPTED BY OPTIONEE:

[NAME]

[ADDRESS]

[CITY, STATE, ZIP]

2

SILVERGATE CAPITAL CORPORATION

NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

PURSUANT TO THE 2018 EQUITY COMPENSATION PLAN

Date

ATTN: Secretary

Silvergate Capital Corporation

0000 Xxxxxxxxx Xxxxxx, Xxxxx 000

Xx Xxxxx, Xxxxxxxxxx 00000

Dear Sir or Madam:

The undersigned elects to exercise his Non-Qualified Stock Option to purchase                         Shares of Common Stock, par value $.01 per share (the “Stock”).

In submitting this Notice of Exercise, I acknowledge that I have read and been afforded an opportunity to ask questions of management of the Company regarding all financial and other information provided to me regarding the Company. I hereby also represent and warrant to the Company that:

(a) I am acquiring the Stock for my own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act of 1933 (the “Securities Act”) or any applicable state securities laws, and the Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws; and

(b) I can bear the economic risks of my investment in the Stock for an indefinite period of time and am aware that transfer of the Stock may not be possible because the Stock has not been registered under the Securities Act or any applicable state securities laws and, therefore, cannot be sold unless subsequently registered under the Securities Act and such applicable state securities laws or an exemption from such registration is available.

Delivered herewith is a personal or certified check, or notice of my wire transfer of funds, or shares of Stock, or instructions to withhold some of the shares of Stock which are being purchased upon exercise of this Option, or a combination thereof, in the total amount of $             , in full payment of the Option Price and all related tax withholding obligations.

The name to be on the stock certificate to be issued and the address and Social Security number of such person or persons are as follows:

Name:

Address:

Social Security Number:

Very truly yours,

(Signature of Person Exercising the Option)