2005 LONG-TERM INCENTIVE PLAN

 

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                         2005 LONG-TERM INCENTIVE PLAN

 

                                   EXHIBIT 10

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                          WILMINGTON TRUST CORPORATION

 

                         2005 LONG-TERM INCENTIVE PLAN

 

1.  Purpose. The 2005 Long-Term Incentive Plan (the "Plan") of Wilmington Trust

    Corporation ("Wilmington Trust") is designed to encourage and facilitate

    ownership of stock by, and provide additional incentive compensation based

    on appreciation of that stock to, key staff members and directors and

    advisory board members of Wilmington Trust and other entities to whom Awards

    are granted by the Corporation's Compensation Committee, consisting solely

    of non-employee directors; the Corporation's Select Committee, consisting of

    either or both of its two staff member directors; or any other committee of

    the Corporation's Board of Directors that the Board may appoint from time to

    time to administer the Plan (all such committees are hereinafter sometimes

    collectively referred to as the "Committee"). Wilmington Trust hopes thereby

    to provide a potential proprietary interest as additional incentive for the

    efforts of those individuals in promoting Wilmington Trust's continued

    growth and the success of its business. The Plan also will aid Wilmington

    Trust in attracting and retaining professional and managerial personnel.

 

2.  Administration. The Plan shall be administered by the Committee. The

    Compensation Committee shall have sole authority to grant Awards to a

    Participant who is, at the Date of Grant of the Award, either a "covered

    employee" as defined in Section 162(m) or subject to Section 16 of the

    Exchange Act. The Compensation Committee also shall have authority to grant

    Awards to other Participants. The Select Committee shall have authority to

    grant Awards to Participants who are not, at the Date of Grant of the Award,

    either "covered employees" as defined in Section 162(m) or subject to

    Section 16 of the Exchange Act.

 

    The Committee shall have the power and authority to administer the Plan in

    accordance with this Section 2. Wilmington Trust's Board may appoint members

    of the Committee from time to time in substitution for those members who

    previously were appointed and may fill vacancies in the Committee, however

    caused. The Committee shall have exclusive and final authority in each

    determination, interpretation, or other action affecting the Plan and the

    Participants. The Committee shall have the sole and absolute discretion to

    interpret the Plan, establish and modify administrative rules for the Plan,

    select persons to whom Awards may be granted, determine the terms and

    provisions of Award Agreements (which need not be identical), determine all

    claims for benefits hereunder, impose conditions and restrictions on Awards

    it determines to be appropriate, and take steps in connection with the Plan

    and Awards it deems necessary or advisable. In the event of a conflict

    between determinations made by the Compensation Committee and the Select

    Committee, the determination of the Compensation Committee shall control.

 

    A majority of the Compensation Committee's members shall constitute a quorum

    thereof, and action by a majority of a quorum shall constitute action by the

    Compensation Committee. Compensation Committee members may participate in

    meetings by conference telephone or other similar communications equipment

    by means of which all members participating in the meeting can hear each

    other. Any decision or determination reduced to writing and signed by all of

    the Compensation Committee's members shall be as effective as if that action

    had been taken by a vote at a meeting of the Committee duly called and held.

 

3.  The Shares. The Committee shall not authorize issuance of more than a total

    of 4,000,000 shares hereunder, except as otherwise provided in Section 9(i)

    below. These may either be authorized and unissued shares or previously

    issued shares Wilmington Trust has reacquired. The shares covered by any

    unexercised portions of terminated Options granted under Section 5 and

    shares subject to any Awards the Participant

 

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    otherwise surrenders without receiving any payment or other benefit may

    again be subject to new Awards hereunder. If a Participant pays the purchase

    price of an Option or tax liability associated with that exercise in whole

    or part by delivering Wilmington Trust Stock, the number of shares issuable

    in connection with the Option's exercise shall not again be available for

    the grant of Awards. Shares used to measure the amount payable to a

    Participant in respect of Performance Awards or Other Awards shall not again

    be available for the grant of Awards. Shares issued in payment of

    Performance Awards denominated in cash amounts shall not again be available

    for the grant of Awards.

 

4.  Participation. The Committee shall designate Participants from time to time

    in its sole and absolute discretion. Those Participants may include

    officers, other key staff members, and directors and advisory board members

    of, and consultants to, Wilmington Trust or its subsidiaries or affiliates.

    In making those designations, the Committee may take into account the nature

    of the services the officers, key staff members, directors, advisory board

    members, and consultants render, their present and potential contributions

    to Wilmington Trust, and other factors the Committee deems relevant in its

    sole and absolute discretion.

 

    If the Committee designates a Participant to receive an Award in any year,

    it need not designate that person to receive an Award in any other year. In

    addition, if the Committee designates a Participant to receive an Award

    under one portion hereof, it need not include that Participant under any

    other portion hereof. The Committee may grant more than one type of Award to

    a Participant at one time or at different times.

 

5.  Options.

 

    a. Grant of Options. The Committee shall designate the form of Options and

    additional terms and conditions not inconsistent with the Plan. The

    Committee may grant Options either alone or in addition to other Awards. The

    terms and conditions of Option Awards need not be the same with respect to

    each Participant. The Committee may grant to Participants one or more

    incentive stock options ("Incentive Stock Options") that meet the

    requirements of Section 422 of the Code, stock options that do not meet

    those requirements ("Nonstatutory Stock Options"), or both. To the extent

    any Option does not qualify as an Incentive Stock Option, whether because of

    its provisions, the time or manner of its exercise, or otherwise, that

    Option or the portion thereof that does not so qualify shall constitute a

    separate Nonstatutory Stock Option.

 

    b. Incentive Stock Options. Each provision hereof and in any Award Agreement

    the Committee designates as an Incentive Stock Option shall be interpreted

    to entitle the holder to the tax treatment afforded by Section 422 of the

    Code, except in connection with the exercise of Options: (1) following a

    Participant's Termination of Employment; (2) in accordance with the

    Committee's specific determination with the consent of the affected

    Participant; or (3) to the extent Section 9 would cause an Option to no

    longer be entitled to that treatment. If any provision herein or the Award

    Agreement is held not to comply with requirements necessary to entitle that

    Option to that tax treatment, then except as otherwise provided in the

    preceding sentence: (x) that provision shall be deemed to have contained

    from the outset the language necessary to entitle the Option to that tax

    treatment; and (y) all other provisions herein and in that Award Agreement

    shall remain in full force and effect. Except as otherwise specified in the

    first sentence of this Section 5(b), if any Award Agreement covering an

    Option the Committee designates to be an Incentive Stock Option does not

    explicitly include any term required to entitle that Option to that tax

    treatment, all those terms shall be deemed implicit in the designation of

    that Option, and that Option shall be deemed to have been granted subject to

    all of those terms.

 

    c. Option Price. The Committee shall determine the per share exercise price

    of each Option. That price shall be at least the greater of (1) the par

    value per share of Wilmington Trust Stock and (2) 100% of the last sale

    price of Wilmington Trust Stock on the Date of Grant.

 

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    d. Option Term. The Committee shall fix the term of each Option, but no

    Option shall be exercisable more than ten years after the date the Committee

    grants it.

 

    e. Exercisability. The Committee may at the time of grant determine

    performance targets, waiting periods, exercise dates, and other restrictions

    on exercise and designate those in the Award Agreement.

 

    f. Method of Exercise. Subject to any waiting periods that may apply under

    Section 5(e) above, a Participant may exercise Options in whole or in part

    at any time during the period of time, if any, set forth in the Award

    Agreement during which that Option or portion thereof is exercisable by

    giving Wilmington Trust written notice specifying the number of shares to be

    purchased. The Participant must accompany that notice by payment in full of

    the purchase price in a form the Committee may accept. If the Committee

    determines in its sole discretion at or after grant, a Participant also may

    make payment in full or in part in the form of shares of Wilmington Trust

    Stock already owned and/or in the form of shares otherwise issuable upon

    exercise of the Option. In either case, the value of that stock shall be

    based on the Market Value Per Share of Wilmington Trust Stock tendered on

    the date the Option is exercised. Notwithstanding the foregoing, the right

    to pay the purchase price of an Incentive Stock Option in the form of

    already-owned shares or shares otherwise issuable upon exercise of the

    Option may be authorized only at the time of grant. No shares shall be

    issued until payment therefor has been made as provided herein, except as

    otherwise provided herein. In general, a Participant shall have the right to

    dividends and other rights of a shareholder with respect to Wilmington Trust

    Stock subject to the Option only when certificates for shares of that stock

    are issued to the Participant.

 

    g. Acceleration or Extension of Exercise Time. The Committee may, in its

    sole and absolute discretion, on or after the Date of Grant, permit shares

    subject to any Option to become exercisable or be purchased before that

    Option would otherwise become exercisable under the Award Agreement. In

    addition, the Committee may, in its sole and absolute discretion, on or

    after the Date of Grant, permit any Option granted hereunder to be exercised

    after its expiration date, subject to the limitation in Section 5(d) above.

 

    h. Termination of Employment. Unless the Committee provides otherwise in an

    Award Agreement or after granting an Option, if the employment of a

    Participant who has received an Option terminates on other than: (1) the

    Participant's Normal Retirement Date; (2) the Participant's Other Retirement

    Date; (3) the Participant's death; or (4) the Participant's Disability, all

    Options previously granted to that Participant but not exercised before that

    Termination of Employment shall expire as of that date.

 

    i. Death, Disability, or Retirement of a Participant. If a Participant dies

    while employed by the employer he or she was employed with when he or she

    was last granted Options, an Option theretofore granted to that Participant

    shall not be exercisable after the earlier of the expiration of that Option

    or three years after the date of that Participant's death, and only (1) by

    the person or persons to whom the Participant's rights under that Option

    passed under the Participant's will or by the laws of descent and

    distribution and (2) if and to the extent the Participant was entitled to

    exercise that Option at the date of his or her death.

 

    If a Participant's employment with the employer he or she was employed with

    when he or she was last granted Options terminates due to Disability or on

    the Participant's Normal Retirement Date or Other Retirement Date, an Option

    theretofore granted to that Participant shall not be exercisable after the

    earlier of the expiration date of the Option or three years after the date

    of the Disability or retirement. If the Participant has died before then, an

    Option theretofore granted to that Participant shall be exercisable (1) only

    by the person or persons to whom the Participant's rights under the Option

    passed under the Participant's will or by the laws of descent and

    distribution and (2) if and to the extent the Participant was entitled to

    exercise that Option on the date of his or her death.

 

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6.  Performance Awards.

 

    a. Grant of Performance Awards. The Committee also may grant awards payable

    in cash or shares or a combination of both at the end of a specified

    performance period ("Performance Awards") hereunder. These shall consist of

    the right to receive payment measured by (1) a specified number of shares at

    the end of an Award Period, (2) the Market Value Per Share of a specified

    number of shares at the end of an Award Period, (3) the increase in the

    Market Value Per Share of a specified number of shares during an Award

    Period, or (4) a fixed cash amount payable at the end of an Award Period,

    contingent on the extent to which certain pre-determined performance targets

    are met during the Award Period. The Committee shall determine the

    Participants, if any, to whom Performance Awards are awarded, the number of

    Performance Awards awarded to any Participant, the duration of the Award

    Period during which any Performance Award will be vested, and other terms

    and conditions of Performance Awards.

 

    b. Performance Targets. The Committee may establish performance targets for

    Performance Awards in its sole and absolute discretion. These may include

    individual performance standards or specified levels of revenues from

    operations, earnings per share, return on shareholders' equity, and/or other

    goals related to the performance of Wilmington Trust or any of its

    subsidiaries or affiliates. The Committee may, in its sole and absolute

    discretion, in circumstances in which events or transactions occur to cause

    the established performance targets to be an inappropriate measure of

    achievement, change the performance targets for any Award Period before the

    final determination of a Performance Award.

 

    c. Earned Performance Awards. In granting a Performance Award, the Committee

    may prescribe a formula to determine the percentage of the Performance Award

    to be earned based upon the degree performance targets are attained. The

    degree of attainment of performance targets shall be determined as of the

    last day of the Award Period.

 

    d. Payment of Earned Performance Awards. Wilmington Trust shall pay earned

    Performance Awards granted under Section 6(a)(2) or 6(a)(3) above in cash or

    shares based on the Market Value Per Share of Wilmington Trust Stock on the

    last day of an Award Period, or a combination of cash and shares, at the

    Committee's sole and absolute discretion. Wilmington Trust shall normally

    make payment as soon as practicable after an Award Period. However, the

    Committee may permit deferral of payment of all or a portion of a

    Performance Award payable in cash upon a Participant's request made on a

    timely basis in accordance with rules the Committee prescribes. Those

    deferred amounts may earn interest for the Participant under the conditions

    of a separate agreement the Committee approves and the Participant executes.

    In its sole and absolute discretion, the Committee may define in the Award

    Agreement other conditions on paying earned Performance Awards it deems

    desirable to carry out the purposes hereof.

 

    e. Termination of Employment. Unless the Committee provides otherwise in the

    Award Agreement or as otherwise provided below, in the case of a

    Participant's Termination of Employment before the end of an Award Period,

    the Participant will not be entitled to any Performance Award.

 

    f. Disability, Death, or Retirement. Unless the Committee provides otherwise

    in the Award Agreement or after the grant of a Performance Award, if a

    Participant's Disability Date or the date of a Participant's Termination of

    Employment due to death or retirement on or after his or her Normal

    Retirement Date or Other Retirement Date occurs before the end of an Award

    Period, the Participant or the Participant's share of his or her Award in

    accordance with Section 6(g) below.

 

    g. Pro-Rata Payment. The amount of any payment Wilmington Trust makes to a

    Participant or that Participant's Beneficiary under circumstances described

    in Section 6(f) above shall be determined by multiplying the amount of the

    Performance Award that would have been earned, determined at the end of the

    Performance Award Period, if that

 

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    Participant's employment had not been terminated, by a fraction, the

    numerator of which is the number of whole months the Participant was

    employed during the Award Period and the denominator of which is the total

    number of months in the Award Period. That payment shall be made as soon as

    practicable after the end of that Award Period, and shall relate to

    attainment of the applicable performance targets over the entire Award

    Period.

 

    h. Other Events. Notwithstanding anything to the contrary contained in this

    Section 6, the Committee may, in its sole and absolute discretion, determine

    to pay all or any portion of a Performance Award to a Participant who has

    terminated employment before the end of an Award Period under certain

    circumstances, including a material change in circumstances arising after

    the date the Performance Award is granted, and subject to terms and

    conditions the Committee deems appropriate.

 

7.  Other Stock-Based Awards.

 

    a. Grant of Other Awards. The Committee may grant other Awards under this

    Section 7 ("Other Awards"), valued in whole or in part by reference to, or

    otherwise based on, shares of Wilmington Trust Stock. Subject to the

    provisions hereof, the Committee shall have the sole and absolute discretion

    to determine the persons to whom and the time or times at which those Awards

    are made, the number of shares to be granted pursuant thereto, if any, and

    all other conditions of those Awards. Any Other Award shall be confirmed by

    an Award Agreement. The Award Agreement shall contain provisions the

    Committee determines necessary or appropriate to carry out the intent hereof

    with respect to the Award.

 

    b. Terms of Other Awards. In addition to the terms and conditions specified

    in the Award Agreement, Other Awards made under this Section 7 shall be

    subject to the following:

 

    (1) Any shares subject to Other Awards may not be sold, assigned,

        transferred, pledged, or otherwise encumbered before the date on which

        those shares are issued or, if later, the date on which any applicable

        restriction, performance, or deferral period lapses;

 

    (2) If specified in the Award Agreement, the recipient of an Other Award

        shall be entitled to receive, currently or on a deferred basis,

        dividends or dividend equivalents with respect to the shares covered by

        that Award, and the Committee may, in its sole and absolute discretion,

        provide in the Award Agreement that those amounts be reinvested in

        additional shares;

 

    (3) The Award Agreement shall contain provisions dealing with the

        disposition of the Award in the event of the Participant's Termination

        of Employment before the exercise, realization, or payment of the Award.

        The Committee may, in its sole and absolute discretion, waive any of the

        restrictions imposed with respect to any Other Award; and

 

    (4) Shares issued as a bonus pursuant to this Section 7 shall be issued for

        the consideration the Committee determines is appropriate, in its sole

        and absolute discretion, but rights to purchase shares shall be priced

        at at least 100% of the Market Value Per Share on the date the Other

        Award is granted.

 

8.  Annual Retainer.

 

    a. Payment of Annual Retainer. During the term hereof, each non-employee

    director of each company the Compensation Committee designates to

    participate in this Section 8 shall be paid the first half of his or her

    Annual Retainer in Wilmington Trust Stock. Each director also may elect to

    receive the second half of his or her Annual Retainer in cash or Wilmington

    Trust Stock, or a combination of both. The Compensation Committee shall

    establish rules with respect to electing the form of payment provided for in

    the preceding sentence to facilitate compliance with Rule 16b-3. The number

    of shares to be issued to a non-employee director who receives shares

    pursuant to this Section 8(a) shall be the dollar amount of the portion of

    the Annual Retainer payable in shares divided by the Market Value Per Share

    of a share of Wilmington Trust Stock on the business day immediately