exv10w33






Exhibit 10.33




CPP Senior Executive Officer Agreement

Under the TARP Capital Purchase Program




January 30, 2009




[Executive Officer]




     PrivateBancorp, Inc.




     Dear                     :



     PrivateBancorp, Inc. (“Company”) proposes to enter into a letter agreement with the United
States Department of Treasury (“UST”) as part of the Company’s participation in the UST’s TARP
Capital Purchase Program (“CPP”). The letter agreement incorporates therein a Securities Purchase
Agreement — Standard Form (“UST Purchase Agreement”) providing for the purchase (the “Purchase”)
and receipt by the UST of preferred stock and warrants of the Company (such preferred shares,
warrants, and if applicable, any common stock issued upon exercise of the warrants, the “Purchased
Securities”).



     In order for the Company to participate in the CPP and as a condition to the closing of the
Purchase in the Company contemplated by the UST Purchase Agreement, the Company is required to take
certain actions and adopt certain standards relating to the compensation of its senior executive
officers (as defined below) and to make certain changes to certain compensation arrangements
applicable to its senior executive officers.



     The Company has determined that you are or may become a senior executive officer for purposes
of the CPP. To comply with these requirements, and in consideration of the benefits that you will
receive as an employee, officer and/or stockholder of the Company as a result of the Company’s
participation in the CPP, you agree as follows:




	 	(A)	 	No Golden Parachute Payments. The Company is prohibited from making
any golden parachute payment (as defined below) to you during any “CPP Covered Period.”
The “CPP Covered Period” is any period during which the UST holds any Purchased
Securities. The Company shall work with you between the date hereof and December 31,
2008 in order to determine the potential payments and benefits which may be subject to
the foregoing limitations and, if necessary, to determine the order in which such
payments and benefits would be reduced, if necessary.
	 
	 	(B)	 	Clawback of Bonus and Incentive Compensation. Any bonus or incentive
compensation payments to you during a CPP Covered Period are subject to recovery or
“clawback” by the Company if such payments were based on materially inaccurate
financial statements or any other materially inaccurate performance metric, all within
the meaning of and to the extent required by Section 111(b) of the EESA and CPP
Guidance (as defined below).




 









 






	 	(C)	 	Amendment of Compensation Arrangements. Each of the Company’s
compensation, bonus, incentive and other benefit plans, programs, arrangements and
agreements pursuant to which you are or may became entitled to payments in the nature
of compensation from the Company or any of its subsidiaries (including, without
limitation any employment agreement, letter agreement, term sheet, stock option,
restricted stock, performance share or other equity-based compensation agreement,
deferred compensation plan, or severance plan) (collectively, “Compensation
Arrangements”) is amended if and to the extent necessary to give effect to the
provisions of clauses (A) and (B) above and as required under the UST Purchase
Agreement.
	 
	 	(D)	 	Avoidance of Incentives Encouraging Unnecessary and Excessive Risks.
The CPP requires the Compensation Committee of the Company’s Board of Directors (the
“Compensation Committee”) to periodically review with the appropriate senior risk
officers the provisions of the Company’s bonus and incentive compensation arrangements
for the purposes of determining if such arrangements encourage the Company’s senior
executive officers to take unnecessary and excessive risks that threaten the value of
the Company within the meaning of the CPP Guidance. If and to the extent the
Compensation Committee determines that any revision to any Compensation Arrangement is
appropriate, you hereby agree to such revisions and to execute such additional
documents as the Company deems necessary or appropriate to effect such revisions.
	 
	 	(E)	 	Definitions and Interpretations. The following definitions and
interpretations shall apply to this letter:
	 
	 	 	 	“ESSA” means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulations thereunder issued by the UST at 31 CFR Part 30, effective on
October 20, 2008, and in effect as of the “Closing Date” as defined in the UST
Purchase Agreement. Such guidance or regulations are referred to herein as the “CPP
Guidance”.
	 
	 	 	 	“Senior executive officer” means each of the Company’s “senior executive officers”
as defined in subsection 111(b)(3) of EESA and the CPP Guidance.
	 
	 	 	 	“Golden parachute payment” has the same meaning as in subsection 111(b)(2)(C) of
EESA and the CPP Guidance.
	 
	 	 	 	“Company” or “employer” means PrivateBancorp, Inc. and includes any entities treated
as a single employer with PrivateBancorp, Inc. under the CPP Guidance. You are also
delivering a wavier (the “Waiver”) pursuant to the UST Purchase Agreement, and as
between the Company and you, the term “employer” in that waiver will be deemed to
mean the Company as used in this letter.
	 
	 	 	 	The term “CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with the CPP Guidance.
	 
	 	 	 	The application of provisions (A) an (B) of this letter are intended to, and shall
be interpreted, administered and construed to, comply with Section 111 of EESA and
the CPP Guidance and, to the maximum extent consistent with provisions (A) and




 









 






	 	 	 	(B) and such statute and regulations, to permit the operation of the Compensation
Arrangements in accordance with their terms before giving effect to the provisions
of this letter.





     If this letter sets forth our agreement on the subject matter hereof, kindly sign and return
to the Company the enclosed copy of this letter which will then constitute our agreement on this
subject and please sign and return the Waiver as well.



	 	 	 	 	 
	 	Sincerely,

PrivateBancorp, Inc.

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





Intending to be legally bound, I agree to
with and accept the foregoing terms:










 
Name:





			
	Title:	 	
 







			
	Date:	 	
 












 









 





WAIVER





In consideration for the benefits I will receive as a result of my employer’s participation
in the United States Department of the Treasury’s TARP Capital Purchase Program, I hereby
voluntarily waive any claim against the United States or my employer for any changes to my
compensation or benefits that are required to comply with the regulation issued by the
Department of the Treasury as published in the Federal Register on October 20, 2008.




I acknowledge that this regulation may require modification of the compensation, bonus,
incentive and other benefit plans, arrangements, policies and agreements (including
so-called “golden parachute” agreements) that I have with my employer or in which I
participate as they relate to the period the United States holds any equity or debt
securities of my employer acquired through the TARP Capital Purchase Program.




This waiver includes all claims I may have under the laws of the United States or any state
related to the requirements imposed by the aforementioned regulation, including without
limitation a claim for any compensation or other payments I would otherwise receive, any
challenge to the process by which this regulation was adopted and any tort or constitutional
claim about the effect of these regulations on my employment relationship.



Agreed and acknowledged as of January 30, 2009.









 




Name: [NAME]

Title: [TITLE]