EXHIBIT 99.7
VILLAGE BANCORP INC.
Village Bancorp Inc. 1998 Omnibus Stock Incentive Plan
CONVERSION AGREEMENT
THIS CONVERSION AGREEMENT, made and entered into as of ________, 2003
(this "Conversion Agreement"), by and between Village Bancorp Inc., a Delaware
corporation (the "Company"), and the undersigned optionee ("Optionee") under the
Village Bancorp Inc. 1998 Omnibus Stock Incentive Plan (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 WTFC Merger Co.
("Merger Co.") with and into the Company pursuant to that certain Agreement and
Plan of Merger dated as of _______, 2003, by and among Wintrust Financial
Corporation ("Wintrust"), Merger Co. and the Company (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").
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
(rounded down to the nearest whole share) of: (a) the number of shares of
Company Common Stock (as defined in the Merger Agreement) covered by the Option
listed in the Optionee Summary attached as Exhibit A hereto (to the extent not
theretofore exercised or terminated prior to the Effective Time), multiplied by
(b) the fraction of a share of Wintrust Common Stock represented by the Exchange
Ratio (as defined in the Merger Agreement). The exercise price per share
(rounded up to the nearest whole cent) of Wintrust Common Stock under each such
Option shall be equal to the quotient obtained by dividing (x) the exercise
price per share of Company Common Stock covered by the Option by (y) the
Exchange Ratio.
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.
VILLAGE BANCORP INC.
By:___________________
Its:__________________
ATTEST:
__________________
OPTIONEE:
______________________
______________________
Social Security Number
2
Exhibit A to Conversion Agreement
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OPTIONEE SUMMARY
Schedule of Stock Options
Covered by the Conversion Agreement
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Optionee:__________
Option Grant Company Common Exercise Price
Date Expiration Date Stock Shares # Per Share($)
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