Employment Term Sheet Agreement



 Exhibit 10.33 
 October 20, 2007 
 Mr. Mark Holmes 
 120 S. LaSalle 
 Chicago IL, 60603 
 Dear Mr. Holmes: 
 It is my pleasure to extend to you an offer of employment as Group Senior Vice President/Chief Financial Officer for Commercial Banking of The PrivateBank and Trust Company upon the terms set forth in the
attached term sheet. As we discussed, your compensation includes a significant equity award in order to induce you to join the bank and forego other employment opportunities. We are very excited about the prospect of having you join our team. We
would like you to start as soon as possible, but in no event later than October 29, 2007. 
 To the extent that we enter
into employment arrangements with similarly situated executives that have generally applicable terms that are more favorable to the executive than those in the attached term sheet, we will update your term sheet to reflect those more favorable
terms. In this regard, Joan Schellhorn, our Chief Human Resources Officer, will follow-up with you as appropriate. 
 This offer
will remain open for your acceptance until 5:00 p.m. (C.D.T.) October 23, 2007. Please signify your acceptance of this offer by signing as indicated below. You may return this offer letter to the following confidential fax 312.683.1493.

  

					
	Sincerely,
	
	/s/ Ralph B. Mandell
	
	Ralph B. Mandell
	Chairman of the Board
	President and Chief Executive Officer
			
	Accepted:	    		 	
			
	 /s/ Mark Holmes
	    	Date:	 	 10/22/07

	Mark Holmes	    		 	









					
		  		  	 Execution
 Version


 MARK HOLMES 
  

			
	Position	  	Group Senior Vice President/Chief Financial Officer for Commercial Banking of The PrivateBank and Trust Company (the “Bank”).
		
	Base Salary	  	$201,980 per year (“Base Salary”). Your Base Salary reflects your base salary at your current employer of $191,980, plus $10,000 to reflect that the Bank does not
provide cars or car allowances to its employees.
		
	Annual Bonus	  	60% of Base Salary at target.
		
	Inducement Equity Award	  	 As a material inducement for you to join the Bank, you will receive an initial award of 50,000 stock options and 15,000 shares of
restricted stock with an estimated combined value of approximately $1,075,000 (based on the FAS 123R value assigned to such award by PrivateBancorp, Inc. (the “Holding Company”)) that is expected to be granted during November 2007, but in
no event later than December 31, 2007. The stock options will have a 10-year term. The award of restricted stock and one-half of the stock options (“performance stock options”) will be subject to performance vesting requirements and
continued service during the performance period generally applicable to such awards, and the other one-half of the stock options (“time-vesting stock options”) will be subject to time vesting requirements only, all as more particularly
described on Attachment A hereto.
  
 If, prior to the date on which your
initial equity award is fully vested, your employment is terminated due to your death or Disability (as defined in the award agreement), if your employment is involuntarily terminated by the Bank without Cause or voluntarily terminated by you for
Good Reason, (i) the unvested portion of the time-vesting stock options will become fully vested and exercisable and (ii) you will continue to vest through December 31 of the fiscal year of your termination in the unvested portion of the
restricted stock and performance stock options and such previously unvested performance stock options will become exercisable if the performance vesting conditions relating to the award are satisfied on the performance vesting date that next follows
your date of termination; provided, you will be vested in a minimum number of each of shares of restricted stock and performance stock options as equals the product of (x) 5% multiplied by (y) the number of whole or partial years of employment with
the Bank from January 1, 2008 through the date of termination, to the extent you had not previously become










			
		  	 vested in at least such number of shares of restricted stock and performance stock options, respectively. Upon such termination of
employment, vested time-vesting stock options (including time-vesting stock options that become vested on the date of termination) and then-vested performance stock options will be exercisable for 1 year after your date of termination (but not
beyond the last day of the stock option term). Upon such termination of employment, performance stock options that become vested upon attainment of the performance objective for the year of termination will be exercisable for 1 year after the
performance vesting date that next follows your date of termination (but not beyond the last day of the stock option term).
  
 You will become fully vested in your initial equity award upon the occurrence of a Change of Control.
  
 To the extent that the Bank has or hereafter enters into a broker-assisted (FRB Reg. T)
cashless exercise program for stock option awards to employees of the Bank, the initial stock option award will be included in such program.
  
 The restricted shares and stock options will be subject to the terms and conditions of an equity incentive plan and award agreements to be adopted by the
Board of Directors of the Holding Company; provided, however, that with respect to the terms and conditions described above, if there is a conflict between this term sheet agreement and the equity incentive plan and/or an award agreement thereunder,
the document that is more favorable to you will control.
  
 You will be
eligible for future equity awards from time to time, in accordance with the terms of the Holding Company’s incentive plans as then in effect, in such amount, if any, as is determined in the sole discretion of the Compensation
Committee.
  
 “Cause,” “Good Reason” and “Change of
Control” are defined on Attachment B.

		
	Buy-Out	  	 You will receive appropriate cash amounts to compensate you for any forfeited compensation that otherwise would have been earned as
of December 31, 2007, at your current employer, including the loss of accrued bonus, LTIP and equity awards:
  
 Bonus: Full (i.e., non-pro rated) 2007 bonus will be paid to you in the amount of 150% of the target amount, payable under your current employer annual bonus award, on the Bank’s first payroll
date in January 2008.
  
 Retention Bonus: You will receive a make
whole payment for the second one-half of your retention bonus on or about February 15, 2008. Any forfeiture of the first one-half of your retention bonus will be made whole on or about November 5, 2007 or, if later, commencement of
employment.










			
		 	 LTIP: All or a portion of the 2005-2007, 2006-2008 and 2007-2009 open LTIP cycles will be paid to you in the amount, in either
case at the rate of $200 per LTIP unit, as you may elect in writing within 5 days after commencing your employment, of either:
  
 (x) a pro rata make whole payment for those open LTIP cycles on or about February 15, 2008 (provided you are employed on that date) of 3/3 of your award
under the 2005-2007 cycle, 2/3 of your award under the 2006-2008 cycle, and 1/3 of your award under the 2007-2009 cycle; or
  
 (y) (i) the full amount of the 2005-2007 cycle if you remain employed until December 31, 2007 (payable in January 2008), (ii) the full amount of the
2006-2008 cycle if you remain employed until December 31, 2008 (payable in January 2009), and (iii) the full amount of the 2007-2009 cycle if you remain employed until December 31, 2009 (payable in January 2010); no amount is payable under
a respective cycle upon a termination of employment for any reason before the last day of such cycle.
  
 If you fail to make such election, you will be deemed to have elected “(x).”
  
 Equity: Cash payment consistent with the treatment by your prior employer’s parent company of outstanding equity awards for individuals who
remain employed by your prior employer on December 31, 2007.
  
 All of
the above Buy-Out amounts actually paid to you by the Bank will be reduced (if not paid), or offset by future cash compensation (if paid), by the amount of any payment received from your prior employer, so as to avoid any duplication of payment of
those amounts.










			
	Benefits; Perquisites	  	 On the first of the month after your start date, you are eligible to participate in the Bank’s medical and dental insurance
plans as well as participate in the flexible benefits plan and the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership Plan (KSOP). Our KSOP currently provides the additional benefit after a year of service of a company match of
$.50 on the dollar on your elected contributions of up to the first 6% of compensation. Life insurance and accidental death and dismemberment insurance (both at two times your Base Salary, subject to applicable maximum coverage provisions) are
provided by the Bank. The long term disability insurance is also provided by the Bank.
  
 You will also be furnished with such perquisites which may from time to time be provided by the Holding Company and the Bank which are suitable to your position and adequate for the performance of your
duties hereunder and reasonable in the circumstances. Such perquisites include, but are not limited to, reimbursement for dues at one approved country club and one approved luncheon club in the Chicago Metropolitan area.

		
	Vacation	  	Standard Bank vacation policy, but not less than 4 weeks per calendar year.
		
	Severance Benefits (Termination without Cause or for Good Reason) (prior to, or more than 2 years after, a Change of Control)	  	 Upon an involuntary termination of your employment by the Bank without Cause or voluntary termination of employment by you for Good
Reason, you will receive:
  
 (i) A pro rata bonus based on your prior
year’s bonus (if any) (assumed to be the target bonus until the 2008 bonus, if any, is payable) and the number of days elapsed during the year in which the date of termination occurs (the “Pro Rata Bonus”);
  
 (ii) Severance payments equal to 100% of the sum of (A) your Base Salary
(disregarding any reduction of your Base Salary constituting Good Reason), plus (B) the average of the sum of the bonus amounts earned by you with respect to the 3 calendar years (or such fewer number of years as you have been employed
– assuming target bonus until the 2008 bonus, if any, is payable) immediately preceding the calendar year in which your date of termination occurs, payable in substantially equal monthly installments for a period of 12 months in accordance
with the Bank’s regular payroll practices;
  
 (iii) Continuation for 12
months of your right to maintain COBRA continuation coverage under the applicable Bank plans










			
		  	 at premium rates on the same “cost-sharing” percentage basis as the applicable premiums paid for such coverage by active
Bank employees as of your date of termination;
  
 (iv) Payment of all Buy-Out
amounts, in the manner and at the time provided in this term sheet agreement, that remain unpaid as of your termination date; and
  
 (v) Base Salary earned but not paid and vacation accrued and unused through your termination date, any annual bonus that is earned in a fiscal year preceding
the fiscal year of your termination but not paid as of the termination date, and such other earned but unpaid amounts under the employee benefit plans in which you participate as of the termination date that are payable to you in accordance with the
terms thereof, (collectively “Accrued Obligations”).
  
 Any
payments and benefits to you under this Severance Benefits section of this term sheet agreement shall not be reduced by the amount of any compensation or benefits earned as a result of your subsequent employment.

		
		  	If you are a “specified employee” of the Holding Company and its affiliates (as defined in Treasury Regulation Section 1.409A-1(i)), then you shall receive payments
during the 6 month period immediately following your date of termination equal to the lesser of (x) the amount payable under this severance provision or (y) two (2) times the compensation limit in effect under Code Section 401(a)(17) for the
calendar year in which your date of termination occurs (with any amounts that otherwise would have been payable under this severance provision during such 6 month period being paid on the first regular payroll date following the 6 month anniversary
of the date of termination).
		
	Change of Control Severance	  	 For the period commencing six months prior to a Change of Control and ending on the second anniversary of such Change of Control that
occurs on or before that date, upon an involuntary termination of your employment by the Bank without Cause or voluntary termination of employment by you for Good Reason at or after a Change of Control, you will receive:
  
 (i) The Pro Rata Bonus;
  
 (ii) Severance equal to 150% of the sum of (A) your Base Salary (disregarding any
reduction of your Base Salary constituting Good Reason), plus (B) the greater of (x) your prior year’s bonus










			
		  	 or (y) the average of the sum of the bonus amounts earned by you with respect to the 3 calendar years (or such fewer number of
years as you have been employed – assuming target bonus until your first annual bonus has been paid) immediately preceding the calendar year in which your date of termination occurs, payable in a single lump sum payment within 30 days after the
date of termination, or if your termination of employment occurs within six months prior to a Change of Control, then within 5 business days after the Change of Control you will receive a single lump sum payment equal to (p) the amounts due you
under this clause (ii) reduced by (q) the sum of all amounts paid to you under clause (ii) of Severance Benefits (above in this term sheet agreement), so that no amount of the lump sum payment under this clause (ii) is duplicative;
  
 (iii) Continuation for 18 months of your right to maintain COBRA continuation coverage
under the applicable Bank plans at premium rates on the same “cost-sharing” percentage basis as the applicable premiums paid for such coverage by active Bank employees as of your date of termination;
  
 (iv) Payment of all Buy-Out amounts in a single lump sum within 30 days after the date
of termination and otherwise in the manner provided in this term sheet agreement, that remain unpaid as of your termination date;
  
 (v) Outplacement for 12 months; and
  
 (vi) The Accrued Obligations.
  
 Any payments and benefits to you under this Change of Control Severance section of this term sheet agreement shall not be reduced by the amount of any
compensation or benefits earned as a result of your subsequent employment.

		
	Code Section 280G	  	If any payments or benefits constitute “excess parachute payments” (as defined in Code Section 280G), you will be fully grossed up if such payments or benefits exceed
330% of your “base amount” (as defined in Code Section 280G). If such payments or benefits equal 330% or less of your base amount, payments will be reduced so that you do not receive any excess parachute payments.









			
	Full Satisfaction; Release of Claims	  	 Any termination payments made and benefits provided to you under this term sheet agreement shall be in lieu of any termination or
severance payments or benefits for which you may be eligible under any of the plans, policies or programs of the Bank or its affiliates.
  
 As a condition precedent to the payment of all amounts, benefits and vesting of your initial equity award, other than your Accrued Obligations, pursuant to
your involuntary termination of employment without Cause or your voluntary termination of employment for Good Reason at any time, you shall execute a waiver and general release of claims, substantially in the form customarily obtained by the Bank
from its terminating executive employees, which waiver and general release of claims is not revoked during any applicable seven (7) day revocation period.

		
	Restrictive Covenants (confidentiality, non-competition, non-solicitation)	  	You will not at any time during or following your employment with the Bank, directly or indirectly, disclose or use on your behalf or another’s behalf, publish or
communicate, except in the course of your employment and in the pursuit of the business of the Holding Company and the Bank or any of its subsidiaries or affiliates, any proprietary information or data of the Holding Company and the Bank or any of
its subsidiaries or affiliates, which is not generally known to the public or which could not be recreated through public means and which the Holding Company and the Bank may reasonably regard as confidential and proprietary. You recognize and
acknowledge that all knowledge and information which you have or may acquire in the course of your employment, such as, but not limited to, the business, developments, procedures, techniques, activities or services of the Holding Company or the Bank
or the business affairs and activities of any customer, prospective customer, individual firm or entity doing business with the Holding Company or the Bank are their sole valuable property, and shall be held by you in confidence and in trust for
their sole benefit. All records of every nature and description which come into your possession, whether prepared by you, or otherwise, shall remain the sole property of the Holding Company or the Bank and upon termination of your employment for any
reason, said records shall be left with the Holding Company or the Bank as part of its property.
		
		  	 During the period of your employment with the Bank and for a period of 1 year after termination of your employment for any
reason, you will not (except in your capacity as an employee of the Bank) directly or indirectly, for your own account, or as an agent, employee, director, owner, partner, or consultant of any corporation, firm, partnership, joint venture,
syndicate, sole proprietorship or other entity:
  
 (i) engage, directly or
indirectly, in any business which has a place of business (whether as a principal, division, subsidiary, affiliate, related entity, or otherwise) located within the area encompassed within a 50 mile radius surrounding your office as of your
date of termination that provides banking products or services or that otherwise competes in any way with the Holding Company or the Bank or any of their subsidiaries or affiliates, provided that this subsection (i) shall not become applicable
unless you are employed by the Bank on January 1, 2009;










			
		 	 (ii) solicit or induce, or attempt to solicit or induce any client or customer of the Holding Company or the Bank or any of their
subsidiaries or affiliates not to do business with the Bank or Holding Company or any of its subsidiaries or affiliates; provided that, respecting any such client or customer of the Holding Company or the Bank that was a client or customer of your
immediate prior employer on the date hereof, and for which you or one of your direct or indirect reports were the primary relationship manager, this subsection (ii) shall not become applicable unless you are employed by the Bank on January 1,
2009; or
  
 (iii) solicit or induce, or attempt to solicit or induce, any
employee or agent of the Holding Company or the Bank or any of their subsidiaries or affiliates to terminate his or her relationship with the Holding Company or the Bank or any of their subsidiaries or affiliates.
  
 The foregoing provisions shall not be deemed to prohibit your ownership, not to exceed
5% of the outstanding shares, of capital stock of any corporation whose securities are publicly traded on a national or regional securities exchange or in the over-the-counter market.

		
		 	 You agree that, as the Holding Company’s and the Bank’s sole remedy for any breach (or threatened breach) of the
non-competition covenant at subparagraph (i) above, respecting your initial restricted stock and stock option award above:
  
 (x) you will immediately forfeit all unexercised stock options (whether then vested or unvested) then held by you, all shares of stock of the Holding Company
(or any successor) acquired upon the exercise of vested stock options and then held by you, and all shares of restricted stock (whether vested or unvested, restricted or unrestricted) then held by you;










			
		 	 (y) you will immediately repay to the Holding Company a cash sum in the principal amount equal to all gross proceeds (before-tax)
realized by you upon the sale or other disposition of shares of stock of the Holding Company (other than shares relating to open market purchases by you) occurring at any time during the period commencing on the date that is three years before the
date of termination of your employment and ending on the date that the noncompetition covenant lapses (“Refund Period”) , together with interest accrued thereon, from the date of such breach or threatened breach, at the prime rate
(compounded calendar monthly) as published from time to time in The Wall Street Journal, electronic edition (“Interest”); and
  
 (z) you will repay to the Holding Company a cash sum equal to fair market value of all shares of stock of the Holding Company (other than shares relating to
open market purchases by you) and all stock options transferred by you as gifts at any time during the Refund Period, together with Interest, and for which purpose, “fair market value” per share of stock shall be the closing price of one
share of Holding Company common stock on the date such gift occurs and per stock option shall be the positive difference, if any, between the fair market value of a share of stock, above, and the stock option exercise price.
  
 You further agree that a breach (or threatened breach) of the confidentiality and/or
non-solicitation covenants in subparagraphs (ii) and (iii) above will result in irreparable harm to the business of the Holding Company and the Bank, a remedy at law in the form of monetary damages for any breach (or threatened breach) by you of
these covenants is inadequate, in addition to any remedy at law or equity for such breach, the Holding Company and the Bank shall be entitled to institute and maintain appropriate proceedings in equity, including a suit for injunction to enforce the
specific performance by you of such obligations and to enjoin you from engaging in any activity in violation thereof, and the covenants on your part contained above shall be construed as agreements independent of any other provisions in this term
sheet agreement, and the existence of any claim, setoff or cause of action by you against the Holding Company or the Bank, whether predicated on this term sheet or otherwise, shall not constitute a defense or bar to the specific enforcement by the
Holding Company or the Bank of said covenants.










			
		  	 In the event of a breach or a violation by you of any of the covenants and provisions above, the running of the non-compete period
(but not your obligations thereunder) shall be tolled during the period of the continuance of any actual breach or violation.
  
 You agree that the covenants above are reasonable with respect to their duration, geographical area and scope. If the final judgment of a court of competent
jurisdiction declares that any term or provision above is invalid or unenforceable, you agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or
provision, to delete specific words or phrases, or to replace an invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable
term or provision, and this term sheet agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

		
	Your Representations	  	You represent that except as otherwise previously disclosed in writing to the Bank, you are not a party to any confidentiality, non-competition or non-solicitation agreement or
understanding, whether written or oral, with any prior employer that would prevent you from entering into an employment relationship with the Bank, or prevent or restrict your ability to fulfill your obligations as an employee of the Bank. You
further represent that you have not and will not take or retain any confidential information or trade secrets (whether in hard copy or electronic format) from any previous or current employer prior to assuming your position at the
Bank.
		
	Indemnification	  	You will be indemnified in accordance with the Bank’s bylaws. You will be indemnified for any claims that might be brought by your prior employer (or any affiliate thereof)
relating to your negotiation or acceptance of employment with the Bank or the performance of your duties for the Bank. You will also be covered by the Bank’s directors and officers liability insurance coverage as in effect from time to time.

		
	Fee Reimbursement	  	You will be reimbursed for up to $2,500 of the professional fees incurred by you relating to the negotiation and documentation of your employment arrangements.
		
	Code Section 409A	  	It is intended that any amounts payable under this term sheet agreement and the Holding Company’s, the Bank’s and your









			
		  	exercise of authority or discretion hereunder shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) so as
not to subject you to the payment of any interest or additional tax imposed under Section 409A of the Code. To the extent any amount payable under this term sheet agreement would trigger the additional tax imposed by Code Section 409A, this term
sheet agreement shall be modified to avoid such additional tax.
		
	Board Approval	  	The Holding Company and the Bank represent and warrant to you that they have taken all corporate action necessary to authorize and to enter into this term sheet
agreement.
		
	Amendment	  	This term sheet agreement shall not be amended or modified except by written instrument executed by the Bank and you.
		
	Binding Agreement	  	This term sheet agreement shall be binding upon and inure to the benefit of the heirs and representatives of you and the successors and assigns of the Holding Company and the
Bank.
		
	Governing Law	  	Illinois.








 ATTACHMENT A 
 PRIVATEBANCORP, INC. INDUCEMENT EQUITY DESIGN PROPOSAL 
  

											
	 	  	 EQUITY GRANT FEATURE
	  	 PERFORMANCE SHARES
	  	 PERFORMANCE STOCK OPTIONS
	  	 TIME-VESTING
 STOCK OPTIONS

					
	1.	  	Allocation of Total Award	  	 •     50% of value of the Awards.
	  	 •     25% of value of the Awards.
	  	 •     25% of value of the Awards.

					
	2.	  	Time Vesting	  	 •     N/A
	  	 •     N/A
	  	 •     20% per fiscal year of service, 1/1/2008-12/31/2012.

					
	3.	  	Performance Vesting	  	 •     Based on stock price performance objectives: 20%
compound annual stock price growth 2008-2012.
  
 •     Stock price base is 10-day average price prior to date of Award.
  
 •     20% of the Award vests per year, based on attainment of stock price
objective for that year. Objective must be met for 20 consecutive trading days during that fiscal year to vest.
  
 •     Employed on 12/31 of performance year.
  
 •     If
the PIPE (or other investment) does not close by 3/31/08 for at least $150 million capital gross proceeds, the performance restrictions will lapse as to 25% of the Performance Shares and such shares shall be time-vested restricted stock vesting at
the rate of 20% per fiscal year of service.
	  	 •     Based on EPS performance objectives: 20%
compound annual EPS growth 2008 - 2012.
  
 •     Earnings base is the sum of EPS for 4 quarters 12/06 – 9/07.
  
 •     20% of the Award vests per year, based on attainment of EPS objective for
that year.
  
 •     Employed on 12/31 of performance year.
	  	 •     None

					
	4.	  	“Catch-Up” Performance Vesting	  	 •     As of 12/31 each year: To extent not vested, Award will vest for prior years if later
year stock price objective is attained.
	  	 •   As of 12/31/2012: To extent not vested, Award will vest:
	  	
						
		  		  	 •     Must be employed on 12/31 of year objective is attained.
	  	             Cum. Cmpd.
             Growth *
	 	 Vested % of
 Award
	  	 •     N/A

		  		  		  	             15.0% ($12.87)
	 	50%	  	
		  		  		  	             17.5% ($13.82)
	 	75%	  	
		  		  		  	             20.0% ($14.82)
	 	100%	  	
					
		  		  		  	 *  Estimated EPS targets
	  	









											
					
		  		  		  	 •     Must be employed on 12/31/2012.
	  	
					
	5.	  	Minimum 25% Vesting	  	 •     As of 12/31/2012: To the extent less is vested, 25% of
total Award will be vested (including previously vested shares).
  
 •     Must be employed on 12/31/2012.
	  	 •     As of 12/31/2012: To the extent less is vested,
25% of total Award will be vested (including previously vested options).
  
 •     Must be employed on 12/31/2012.
	  	 •     N/A

					
	6.	  	“Good Leaver” Treatment	  	 •     Continued vesting until 12/31 of termination year
based on performance.
  
 •     Minimum vesting of whole Award of 5% x whole or partial years employed 1/1/08 to 12/31 of termination year.
	  	 •     Continued vesting until 12/31 of
termination year based on performance.
  
 •     Minimum vesting of whole Award of 5% x whole or partial years employed 1/1/08 to 12/31 of termination year.
  
 •     1 year to exercise vested options from 12/31 of termination
year.
	  	 •     Full accelerated vesting.
  
 •     1
year to exercise from date of termination.









 ATTACHMENT B 
 DEFINITIONS 
 “Cause” shall
mean (A) your willful and continued (for a period of not less than 10 business days after written notice thereof during which you may remedy such failure if capable of remedy) failure to perform substantially the duties of your employment
(other than as a result of physical or mental incapacity, or while on vacation or other approved absence) which are within your control (mere inability to achieve financial or other performance targets or objectives, alone, shall not constitute such
a willful and continued failure); or (B) your willful engaging in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Holding Company or the Bank; or (C) your conviction of a felony involving moral
turpitude, but specifically excluding any conviction based entirely on vicarious liability (with “vicarious liability” meaning liability based on acts of the Holding Company or the Bank for which you are charged solely as a result of your
offices with the Bank and in which you were not directly involved and did not have prior knowledge of such actions or intended actions); provided, however, that no act or failure to act, on your part, shall be considered “willful” unless
it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Holding Company or the Bank; and provided further that no act or omission by you shall constitute Cause
hereunder unless you have been given detailed written notice thereof, and you have failed to remedy such act or omission. 
 “Good Reason” shall mean the occurrence, other than in connection with a discharge, of any of the following without your consent: (A) a reduction in your Base Salary, target annual bonus opportunity (other than a
proportionate reduction applicable to all executives of the Bank, unless such reduction occurs during the two-year period commencing on the occurrence of a Change of Control) and/or the number of shares of restricted stock or number of stock options
granted as your initial equity award, (B) your being required to be based at an office or location which is more than 50 miles from your then current office, or (C) the failure of a successor to assume the obligations of the Bank under
this term sheet agreement (to the extent not otherwise assumed by operation of law). You must provide written notice to the Bank of the existence of Good Reason no later than 90 days after its initial existence, and the Bank shall have a period of
30 days following its receipt of such written notice during which it may remedy in all material respects the Good Reason condition identified in such written notice. 
 “Change of Control”1 shall be deemed to have occurred upon the happening of any of the following events: 
 (i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”)), other than (A) a trustee or other fiduciary holding securities under an employee benefit plan of PrivateBancorp, Inc. (the “Company”) or any of

  
  


	1	 This definition is based on the existing stock incentive plan’s definition. It remains
subject to review and approval by the Board. 











 
its subsidiaries, or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or
becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 30% or more of the total voting power of the then outstanding shares of capital stock of the
Company entitled to vote generally in the election of directors (the “Voting Stock”), provided, however, that the following shall not constitute a change in control: (1) such person becomes a beneficial owner of 30% or more of
the Voting Stock as the result of an acquisition of such Voting Stock directly from the Company, or (2) such person becomes a beneficial owner of 30% or more of the Voting Stock as a result of the decrease in the number of outstanding shares of
Voting Stock caused by the repurchase of shares by the Company; provided, further, that in the event a person described in clause (1) or (2) shall thereafter increase (other than in circumstances described in clause (1) or
(2)) beneficial ownership of stock representing more than 1% of the Voting Stock, such person shall be deemed to become a beneficial owner of 30% or more of the Voting Stock for purposes of this paragraph (i), provided such person continues to
beneficially own 30% or more of the Voting Stock after such subsequent increase in beneficial ownership, or 
 (ii) Individuals
who, as of the [date of the award], constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director, whose election or nomination for
election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as through such individual were a member of the Incumbent Board, but
excluding for this purpose, any individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company (as such terms are used in Rule 14a-11 promulgated
under the Exchange Act); or 
 (iii) Consummation of a reorganization, merger or consolidation or the sale or other disposition
of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting
Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the total voting power represented by the voting securities entitled to vote generally in the election of directors of the corporation
resulting from the Business Combination (including, without limitation, a corporation which as a result of the Business Combination owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership immediately prior to the Business Combination of the Voting Stock of the Company, and (2) at least a majority of the members of the board of directors of the corporation
resulting from the Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or action of the Incumbent Board, providing for such Business Combination; or 
 (iv) Approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company.