EX-10.2






EXHIBIT 10.2




PRIVATEBANCORP, INC.




RESTRICTED STOCK AWARD AGREEMENT




     This Restricted Stock Award Agreement (“Agreement”) is entered into as of the date set forth
on the signature page hereof by and between PrivateBancorp, Inc., a Delaware corporation (the
“Company”), and the undersigned Grantee (“Grantee”). Except as otherwise indicated or defined
herein, all words with initial capitals shall have the same meaning as ascribed to them in the
PrivateBancorp, Inc. 2007 Long-Term Incentive Compensation Plan (the “Plan”). Grantee acknowledges
receipt of a copy of the Plan.



     WHEREAS, the Company desires to grant to Grantee a certain number of shares of Common Stock,
subject to the restrictions, and on the terms and conditions, set forth in the Plan and this
Agreement;



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Grant of Award; Form of Award.



          (a) Upon the execution and delivery of this Agreement and the related Restricted Stock Award
Certificate of even date herewith attached hereto (the “Restricted Stock Award Certificate”), and
subject to the terms and conditions of the Plan (the terms and provisions of which are incorporated
herein and expressly made a part hereof), the Company hereby grants to Grantee the aggregate number
of shares of Common Stock of the Company set forth on the Restricted Stock Award Certificate,
subject to the restrictions and on the terms and conditions set forth herein and in the Plan (the
“Award”) and subject to any adjustment as provided in the Plan. As soon as practicable after
Grantee has executed this Agreement and the documents described in Section 1(b), below, and
delivered the same to the Company, the Company shall cause to be issued in Grantee’s name a stock
certificate representing the total number of shares of Common Stock covered by this Award in
accordance with Section 4, below.




          (b) Grantee shall indicate acceptance of the terms of the Award by signing and returning a
copy hereof and shall sign and return the irrevocable stock power attached hereto to facilitate the
transfer of some or all of the shares covered by the Award to the Company (or its assignee or
nominee) if required under the terms of this Agreement or applicable laws or regulations.




          (c) To the extent expressly provided in the Restricted Stock Award Certificate in which case
the special provisions applicable to Restricted Share Units set forth in Section 18 below shall
apply.




     2. Restrictions. The shares of Common Stock covered by this Award shall be subject to
the restrictions set forth in Section 9(a) of the Plan, which include, but are not limited to,
prohibitions on the sale, transfer, assignment, pledge or encumbrance of said shares, prior to the
vesting date set forth on the Restricted Stock Award Certificate (the period ending on any such
vesting date(s) is hereinafter referred to as the “Restricted Period”). Sale, transfer and other
disposition of the shares following termination of the Restricted Period may be limited by



 









 




the
absence of an established trading market for such shares and/or the provisions of applicable
securities laws. The restrictions imposed hereunder shall not lapse upon expiration of the
Restricted Period if such lapse would constitute a violation of any applicable federal or state
securities or other law or regulation and shall only lapse upon the termination of such violation.
As a condition to the receipt of the shares of Common Stock covered by this Award, the Company may
require Grantee to make any representation and warranty to the Company as may be required by any
applicable law or regulation.




     3. Rights as a Shareholder; Dividends. Grantee shall have the right to vote the
shares of Common Stock covered by this Award unless and until such shares are forfeited pursuant to
Section 5 hereof. Cash dividends paid on the shares of Common S tock shall accumulate, without
interest, and be paid or forfeited at the time the Restricted Period lapses or the shares are
forfeited pursuant to this Agreement.



     4. Custody and Delivery of Shares. Each certificate representing the shares of Common
Stock covered by this Award shall be issued in the name of Grantee and shall bear appropriate
legends regarding this Agreement and such other restrictions on transferability, which are
substantially similar to the legend set forth as follows:




     “The shares represented by this certificate are deemed to be restricted stock
and until the applicable full vesting date are subject to the terms and conditions,
including certain restrictions on transfer, applicable to restricted stock pursuant
to the PrivateBancorp, Inc. 2007 Long-Term Incentive Compensation Plan and the
Restricted Stock Award Agreement covering these shares, copies of which are
available from the Company.”


The Company shall hold the certificate for shares of Common Stock covered by this Award until the
shares represented hereby have vested pursuant to the Restricted Stock Award Certificate and
Section 5 of this Agreement, and will thereupon, subject to the satisfaction of any applicable
federal, state, local or other tax withholding obligations and applicable securities laws, deliver
the certificate for the vested shares to Grantee, and destroy the stock power referred to in
Section 1(b) relating to the vested shares, or use it to authorize the withholding of shares for
payment of taxes, pursuant to Section 7, below.




     5. Vesting; Effect of Termination of Employment or Change in Control.



          (a) The shares of Common Stock covered by this Award shall not fully vest and the Restricted
Period shall not lapse except as provided in the Restricted Stock Award Certificate.




          (b) The effect, if any, of termination of employment or of a Change in Control on this Award
shall be provided in the Restricted Stock Award Certificate.




     6. Adjustment Upon Changes in Capitalization. Any additional shares of Common Stock
or other securities or property issued with respect to the Common Stock covered by this Award, as a
result of any declaration of stock dividends, through recapitalization resulting in stock splits,
combinations or exchanges of shares or otherwise, shall be subject to the restrictions



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and terms
and conditions set forth herein as if such shares were part of the initial shares covered by the
Award.




     7. Payment of Taxes. Grantee or Grantee’s legal representative shall be required to
pay to the Company the amount of any federal, state, local or other taxes which the Company
determines it is required to withhold and pay over to governmental tax authorities with respect to
shares of Common Stock covered by this Award on the date on which the Company’s tax liability
arises with respect to such shares (the “Tax Date”). Grantee may satisfy such obligation by any of
the following means: (a) cash payment to the Company of the required amount, (b) delivery to the
Company of Previously-Acquired Shares of Common Stock having an aggregate Fair Market Value
determined as of the Tax Date that equals the required amount, (c)  provided the Restricted Period
has lapsed and the shares have fully vested, by authorizing the Company to withhold whole shares of
Common Stock which would otherwise be delivered having an aggregate Fair Market Value determined as
of the Tax Date that equals the required amount, or (d) any combination of (a), (b), and (c). The
value of any shares withheld may not be in excess of the amount of taxes required to be withheld by
the Company determined by applying the applicable minimum statutory withholding tax rates.



     8. Beneficiary. Grantee may name, from time to time, any beneficiary or beneficiaries
to whom the shares of Common Stock covered in this Award shall be paid in case of his death before
receipt of such shares. Each designation shall be on a form prescribed for such purpose by the
Committee and shall be effective only as set forth therein.



     9. Compliance with Certain Laws and Regulations. If the Committee shall determine, in
its discretion, that the listing, registration or qualification of the shares of Common Stock
covered in this Award upon any securities exchange or under any law or regulation, or that the
consent or approval of any governmental regulatory body is necessary or desirable in connection
with the granting of shares of Common Stock hereunder, Grantee shall supply the Committee or
Company, as the case may be, with such certificates, representations and information as the
Committee or Company, as the case may be, may request and shall otherwise cooperate with the
Company in obtaining any such listing, registration, qualification, consent or approval.



     10. Notices. Any notice provided for in this Agreement must be in writing and must be
either personally delivered, delivered by overnight courier, or mailed by first class mail, to
Grantee at the address set forth on the records of the Company, to the Company at its offices at
120 South LaSalle Street, Suite 400, Chicago, Illinois 60603, or such other address or to the
attention of such other person as the recipient party shall have specified by prior written notice
to the sending party. Any notice under this Agreement will be deemed to have been given when
received.



     11. Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement will be reformed,



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construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
had never been contained herein.




     12. Complete Agreement. This Agreement, the Restricted Stock Award Certificate and
those documents expressly referred to herein embody the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or representations by or
among the parties, written or oral, which may have related to the subject matter hereof in any way.



     13. Counterparts. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one and the same
agreement.



     14. Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of and be enforceable by Grantee, the Company and their respective permitted successors and
assigns (including personal representatives, heirs and legatees), and is intended to bind all
successors and assigns of the respective parties, except that Grantee may not assign any of
Grantee’s rights or obligations under this Agreement except to the extent and in the manner
expressly permitted hereby.



     15. Remedies. Each of the parties to this Agreement will be entitled to enforce its
rights under this Agreement specifically, to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights existing in its favor. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the
provisions of this Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or injunctive relief in order
to enforce or prevent any violations of the provisions of this Agreement.



     16. Waiver or Modification. Any waiver or modification of any of the provisions of
this Agreement shall not be valid unless made in writing and signed by the parties hereto. Waiver
by either party of any breach of this Agreement shall not operate as a waiver of any subsequent
breach.



     17. Miscellaneous.



          (a) The Company shall pay all original issue or transfer taxes with respect to the issuance or
delivery of shares of Common Stock pursuant hereto and all other fees and expenses incurred by the
Company in connection therewith, and will use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be applicable thereto.




          (b) This Agreement shall not be construed as an employment contract and does not give Grantee
any right to continued employment by the Company or any affiliate of the Company or to the receipt
of any future Restricted Stock or other awards under the Plan.




          (c) This Agreement and the Award is subject to (i) the terms and conditions of the Plan and
(ii) all good faith determinations of the Committee and of the Company pursuant to the Plan.




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     18. Special Provisions Applicable to Restricted Share Units. In the event the Restricted
Stock Award Certificate expressly provides that the Award is an award of Restricted Share Units,
then the provisions of the Plan applicable to Restricted Share Units shall apply to this Award and
foregoing provisions of this Agreement shall be interpreted and applied within the context of a
Restricted Share Unit Award, which interpretation and application shall, among other things,
reflect the following:



          (a) The Award hereunder shall be an award of Restricted Share Units (“Units”). When payable,
each Unit will be converted to and paid in shares of Common Stock.




          (b) Provided Grantee has become vested in accordance with Section 5 above, the Units will
become payable on the earlier of: (i) date set forth on the Restricted Stock Award Certificate;
(ii) the termination of the Restricted Period due to the Grantee’s death; or (iii) the termination
of the Restricted Period upon a Change in Control, provided such Change in Control is a change in
ownership or change in effective control that qualifies as a payment event under Code Section 409A
and any applicable final regulations and other published guidance relating thereto (collectively
“Section 409A”).




          (c) Grantee will not have any voting rights with respect to the Units, but will be entitled to
receive dividends paid with respect to a corresponding number of shares of Common Stock as
contemplated by Section 3 above.




          (d) It is intended that the Units and exercise of authority or discretion hereunder shall
comply with Code Section 409A so as not to subject Grantee to the payment of any interest or
additional tax imposed under Section 409A. In furtherance of this intent, to the extent that any
United States Department of the Treasury regulations, guidance, interpretations or changes to
Section 409A would result in Grantee becoming subject to interest and additional tax under
Section 409A of the Code, the Company and Grantee agree to amend this Award Agreement to bring the
Units into compliance with Section 409A.




     19. TARP. Notwithstanding anything herein to the contrary, this Agreement and the
Award awarded hereunder constitutes a “Compensation Arrangement” within the meaning of the Letter
Agreement between the Company and Grantee entered into a connection with the Company’s
participation in the TARP Capital Purchase Program (“TARP”) and as such, Grantee’s rights under
this Agreement and the Award shall be subject to such limitations and restrictions as may be
necessary to comply with any requirements of the Emergency Economic Stabilization Act of 2008
(“EESA”) and/or TARP and any rules, regulations or guidance thereunder, as provided in such Letter
Agreement.



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     IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the 30th day of
March, 2009.



	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Joan Schellhorn
	 

	 	 	 	 
	 

	 	Name:
	 	Joan Schellhorn
	 

	 	Title:
	 	Chief Human Resources Officer
	 
	 	 	 	 
	 	 	GRANTEE
	 
	 	 	 	 
	 

	 	 	 	/s/ Ralph B. Mandell
	 	 	 
	 	 	Signature
	 
	 	 	 	 
	 	 	Print Name: Ralph B. Mandell







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	Grant Date
	 	Number of Shares
	 	 	 
	March 30, 2009
	 	21,661






PRIVATEBANCORP, INC.




RESTRICTED STOCK AWARD CERTIFICATE




     THIS CERTIFIES THAT Ralph B. Mandell has been awarded 21,661 shares of Common Stock, without
par value, of PRIVATEBANCORP, INC., subject to the terms and conditions of this Restricted Stock
Award Certificate, the related Restricted Stock Award Agreement of even date herewith and the
PrivateBancorp, Inc. 2007 Long-Term Incentive Compensation Plan.



     Lapse of Restricted Period: The Restricted Period applicable to shares awarded under
this Agreement shall lapse as to all of the number of shares set forth above, and such shares shall
be deemed to fully vest, as follows:



	 	 	 	 	 
	On the Following Date:	 	Cumulative Percentage
	On the date no obligation of the
Company arising from financial
assistance provided under the TARP
remains outstanding1 or
such earlier date as may be permitted
under the ARRA Restricted Stock
Requirements (such date the “Full
Vesting Date”), provided Grantee has
remained continuously employed by the
Company or its Subsidiaries through
such date, or if earlier, through the
“Continuous Service Date” set forth
in the Additional Terms and
Conditions described below.

	 	 	100	%






     Additional Terms and Conditions: This Award shall be subject to the Additional Terms
and Conditions attached to this Restricted Stock Award Certificate as if such Additional Terms and
Conditions were set forth herein in their entirety.



     IN WITNESS WHEREOF, PRIVATEBANCORP, INC. has caused this Restricted Stock Award Certificate to
be signed by its duly authorized officer this 30th day of March, 2009.



	 	 	 	 	 
	 	 	 
	 	By:  	 /s/ Joan Schellhorn
 	 
	 	Name:  	 	Joan Schellhorn 	 
	 	Title:  	 	Chief Human Resources Officer 	 
	 





 




			
	1	 	Per the ARRA, the warrants held by the Treasury
Department shall not be considered “obligations” for this purpose.




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PRIVATEBANCORP, INC.




RESTRICTED STOCK AWARD CERTIFICATE




Additional Terms and Conditions Applicable to March 30, 2009 Award




	 	 	 
	Purpose:

	 	This Award is intended to be a
replacement for the 2008 cash bonus
that would otherwise have been paid
to Grantee but for the provisions of
ARRA (as defined below) which may
preclude the Company from paying
such bonus to Grantee.
	 
	 	 
	ARRA:

	 	To the extent required, this Award
is intended to be an award of
long-term restricted stock meeting
the requirements of Section
111(b)(3)(D)(i) of EESA (as defined
in the Award Agreement) Restricted
Stock, as amended by the American
Recovery and Reinvestment Act of
2009 (the “ARRA”), as such
requirements are implemented by
rules, regulations or other guidance
issued by the U.S. Department of
Treasury from time to time (the
provisions of ARRA, together with
such rules, regulations or other
guidance are referred to herein,
collectively, as the “ARRA
Restricted Stock Requirements” and
such rules, regulations or other
guidance, whether in the form of
questions and answers, interim,
proposed or final regulations, are
referred to as the “Regulations”).
	 
	 	 
	Effect of Termination of Employment:

	 	In the event of the termination of
Grantee’s employment with the
Company and all Subsidiaries for any
reason other than death, Disability,
termination by the Company without
Cause or resignation by Grantee for
Good Reason prior to the earlier of
the Continuous Service Date (each as
defined below) or the Full Vesting
Date, this Award and the shares
covered hereby shall be forfeited
upon such termination of employment.






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	Service Date:

	 	For purposes of this Award, the
“Continuous Service Date” shall be date on
which the first of the following events
occurs:
	 
	 	 
	 

	 	1. December 31, 2012;

	 
	 	 
	 

	 	2. Grantee’s termination of employment due
to death or Disability (as defined below);
or

	 
	 	 
	 

	 	3. the termination of Grantee’s employment
by the Company without “Cause” or by the
Grantee for Good Reason (in each case
determined under Grantee’s December 14,
2007 Employment Agreement).

	 
	 	 
	 

	 	“Disability” shall mean a termination of
Grantee’s employment due to his permanent
disability (as determined by the
Committee) in accordance with either
Section 23(e)(3) of the Code, after
receipt of medical advice, or as entitles
Grantee to payments of benefits under a
long-term disability benefit plan of the
Company or a Subsidiary in which he
participates.
	 
	 	 
	Effect of Change in Control:

	 	No acceleration of the full vesting of
this Award will occur solely because of a
Change in Control, unless permitted by the
ARRA Restricted Stock Requirements.
	 
	 	 
	Possible Reduction in Number
of Shares:

	 	The number of shares of Common Stock
covered by this Award shall be subject to
reduction (and such number of shares shall
be cancelled and deemed void) to the
extent determined by the Company to be
necessary so that this Award, after such
reduction, does not exceed limitations
set forth in the ARRA Restricted Stock
Requirements.






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	Effect of Issuance of Treasury
Regulations or Guidance or Court or
Similar Rulings:

	 	In the event the Treasury Department
issues Regulations or there is
issued a court ruling or other
decision to the effect that the
prohibition on bonus, incentive or
retention compensation payments set
forth in the ARRA would not have
precluded the payment of the 2008
cash bonus for which this Award was
intended as a replacement, then the
Restricted Period will lapse and the
shares will become fully vested on
the date which is 30 days after the
issuance of such Regulations, court
decision or other ruling.
	 
	 	 
	 

	 	In the event that the Treasury
Department issues Regulations to the
effect that to meet the ARRA
Restricted Stock Requirements this
Award must contain conditions to
full vesting in addition to full
repayment by the Company of its
obligations arising from financial
assistance provided under the TARP
(exclusive of the warrants), then
this Award shall be modified to the
minimum extent necessary for this
Award to satisfy the ARRA Restricted
Stock Requirements.
	 
	 	 
	 

	 	The terms and provisions of this
Award shall be subject to such other
modifications as the Company shall
reasonably determine to be necessary
for the Award to comply with the
ARRA Restricted Stock Requirements.
	 
	 	 
	Tax Treatment:

	 	Grantee understands and acknowledges
that a Tax Date will occur on the
first to occur of the Continuous
Service Date or the Full Vesting
Date and that he (or his
beneficiaries) shall be responsible
for the satisfaction of his
obligations with respect thereto as
set forth in Section 7 above.
Grantee acknowledges and agrees that
he is exclusively responsible for
determining whether to file a
Section 83(b) election and, if
Grantee so elects, for doing so in a
timely manner. Grantee also
acknowledges and agrees that the
Company is not rendering any tax
advice to him and he has consulted
with his own tax advisor with
respect to this matter.







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