ex10-1.htm


    EXHIBIT
10.1

     

    
      


      February 5,
2009

      


      Mr. Kevin
M. Killips

      PrivateBancorp,
Inc.

      120 South
LaSalle Street

      Suite
400

      Chicago,
Illinois 60603

      


      Dear
Kevin:

       

      Please
find enclosed a term sheet agreement setting forth the terms of your employment
and compensation with PrivateBancorp, Inc. (“PrivateBancorp”).

       

      The offer to execute this term sheet
agreement will remain open for your acceptance until 5:00 p.m. (C.S.T.),
Sunday, February 8, 2009.  Please signify your acceptance of this
offer by signing as indicated below.  If you do not sign and return
your acceptance of the term sheet agreement by such date and
time.  You may return this offer letter to our the attention of
our outside counsel, Tom Desmond at Vedder Price, at the following confidential
fax 312.609.5005 or by e-mail at tdesmond@vedderprice.com.

       

      You will
be an important member of the PrivateBancorp management team, we are counting on
your efforts during this exciting period for our company.  We look
forward to your contributions and our success together.

       

      Sincerely,

      


      PrivateBancorp,
Inc.

      


      /s/ Larry
D. Richman

      


      Larry D.
Richman

      President
and Chief Executive Officer

      


      


      Accepted:

      


      /s/ Kevin
M. Killips

      _______________________________________________       Date:
February 6, 2009

      Kevin M.
Killips

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        KEVIN
M. KILLIPS

         

        
          	
                  Position

                   

                	 
      	
                  Chief
      Financial Officer of PrivateBancorp, Inc. (the “Holding Company”) and The
      PrivateBank and Trust Company (the “Bank”), reporting to the Chief
      Executive Officer of the Holding Company. You may also be required to
      serve as an officer of one or more of our other
      subsidiaries.  Your employment shall commence on a mutually
      agreeable date which is as promptly as practicable after your acceptance
      of this letter.  Your appointment as Chief Financial Officer
      (and principal financial officer) will not be effective until March 6,
      2009, or such earlier or later date as may be mutually
    agreed.

                
	 
      	 
      	 
      
	
                  Base
      Salary

                	 
      	
                  $380,000,
      subject to increase, but not decrease from time to time (other than
      permitted proportionate reductions applicable to all similarly situated
      senior executives of the Holding Company or the Bank, unless such
      reduction occurs during the two-year period commencing upon the occurrence
      of a Change of Control), in the sole discretion of the Holding Company,
      and any such increased (or decreased) amount shall mean “Base Salary” for
      purposes of this term sheet agreement.

                
	 
      	 
      	 
      
	
                  Annual
      Bonus

                	 
      	
                  Annual
      target bonus percentage of 90% of Base Salary.  For 2009, your
      target bonus will be based upon your full year’s base
    salary.

                
	 
      	 
      	 
      
	
                  Equity
      Awards; Cash  Signing Bonus

                	 
      	
                  Upon
      your commencement date, you will receive an equity award of stock options
      and shares of restricted stock under the PrivateBancorp, Inc. 2007
      Incentive Compensation Plan to compensate you for equity awards you will
      forfeit upon leaving your current employer and as going forward long-term
      incentive compensation.    You will also receive a
      cash signing bonus of $50,000, payable with your first
      paycheck.

                   

                  The
      number of stock options and restricted shares shall be determined on the
      date of grant such that the 123R value of the restricted stock granted to
      compensate you for the forfeited equity awards will equal $500,000 (we
      will refer to these restricted shares as your “make-whole award”) and the
      123R value of the incentive award will equal $500,000, split evenly
      between stock options and restricted shares.  The awards 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 make-whole award is fully vested, your
      employment is terminated due to your death or Disability (as defined in
      the award agreement), your employment is involuntarily terminated by the
      Holding Company without Cause or voluntarily terminated by you for Good
      Reason, the

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 
      	 
      	
                  unvested
      portion of the make whole award will become fully vested. Otherwise, the
      effect of termination of employment on your awards will be governed by the
      standard award agreements applicable to our annual long-term
      awards.

                   

                  You
      will become fully vested in any unvested portion of your make-whole award
      and incentive award upon the occurrence of a Change of
      Control.

                   

                  To
      the extent that the Holding Company has or hereafter enters into a
      broker-assisted (FRB Reg. T) cashless exercise program for stock option
      awards to employees of the Holding Company or its subsidiaries, the stock
      option award will be included in such program.

                   

                  The
      restricted shares and stock options will be subject to the terms and
      conditions of the 2007 Plan 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.

                   

                
	
                  Benefits;
      Perquisites

                	 
      	
                  You
      are eligible to participate in the Bank’s various benefit programs as are
      currently in effect, subject to the terms of such programs and the Bank’s
      right to amend or terminate such programs.  Current benefits
      include medical and dental insurance plans, the flexible benefits plan,
      the PrivateBancorp, Inc. Savings, Retirement and Employee Stock Ownership
      Plan, life insurance, accidental death and dismemberment insurance and
      long term disability insurance.

                   

                  You
      will also continue to 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.

                


        

         

         

        
          
            
            

          

          
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                  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 Holding Company
      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) and the number of
      days elapsed during the year in which the date of termination occurs (or
      based on your 2009 target bonus if such termination occurs before 2009
      bonus amounts are determined) (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) immediately
      preceding the calendar year in which your date of termination occurs (or
      based on your 2009 target bonus if such termination occurs before the 2009
      bonus amounts are determined), 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;
      and

                   

                  (iv)  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.

                


        

         

         

        
          
            
            

          

          
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                  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 Holding Company 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 200% 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 based on your 2009 target bonus if such termination
      occurs before the 2009 bonus amounts are determined) 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) 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 24 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)
      Outplacement for 12 months; and

                   

                  (v)
      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.

                


        

         

         

        
          
            
            

          

          
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                  TARP

                	 
      	
                  Notwithstanding
      anything in this term sheet agreement or in any compensation plan, program
      or arrangement maintained by the Holding Company which covers you or to
      which you are a party or in which you participate, or which may become
      applicable to you hereafter (collectively, the “Compensation
      Arrangements”), each provision of this term sheet and the Compensation
      Arrangements is amended and any amounts payable hereunder and thereunder
      are hereby amended and modified with respect to you, if and to the extent
      necessary for the Holding Company to comply with any requirements of the
      Emergency Economic Stabilization Act of 2008 (“EESA”) and/or the TARP
      Capital Purchase Program (“CPP”) (and the guidance or regulations issued
      thereunder by the United States Treasury Department at 31 CFR Part 30,
      effective October 20, 2008 (the “CPP Guidance”) which may become
      applicable to the Holding Company, including, but not limited to,
      provisions prohibiting the Holding Company from making any “golden
      parachute payments,” providing the Holding Company may recover
      (“clawback”) bonus and executive compensation paid to you in certain
      circumstances, and precluding bonus and incentive arrangements that
      encourage unnecessary or excessive risks that threaten the value of the
      Holding Company, in each case within the meaning of EESA and the CPP
      Guidance and only to the extent applicable to the Holding Company and
      you.  For purposes of this paragraph, references to “Holding
      Company” means PrivateBancorp, Inc. and any entities treated as a single
      employer with PrivateBancorp, Inc. under the CPP Guidance.  You
      agree to execute such documents, agreements or waivers as the Holding
      Company deems necessary or appropriate to effect such amendments to this
      term sheet agreement or the Compensation Arrangements or to facilitate the
      participation of the Company in the TARP Capital Purchase Program or any
      other programs under EESA including any waivers or acknowledgements
      applicable to you.

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

                


        

         

         

        
          
            
            

          

          
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                  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 equity award as described herein, 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.  For the
      avoidance of doubt, such waiver and general release will not adversely
      affect your ability to enforce the terms of this term sheet agreement,
      your indemnification rights under the Bank’s by-laws and this term sheet
      agreement, your rights to coverage under the Bank’s directors and officers
      liability insurance; your and your covered dependents’ rights to COBRA
      continuation coverage, your rights to vested employee benefits, and other
      rights that cannot be waived by operation of law.

                
	 
      	 
      	 
      
	
                  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

                


        

         

         

        
          
            
            

          

          
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                  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 that provides non-banking products or
      services of a type that accounted for more than 10% of the Holding
      Company’s gross revenues for the fiscal year immediately preceding your
      date of termination, that the Holding Company or the Bank or any of their
      subsidiaries or affiliates provide as of your date of
      termination;

                   

                  (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; 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

                


        

         

         

        
          
            
            

          

          
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                  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.

                   

                


        

         

         

        
          
            
            

          

          
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                  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
      Holding Company, 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 Holding Company or Bank,
      or prevent or restrict your ability to fulfill your obligations as an
      employee of the Holding Company or 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
      Holding Company.

                
	 
      	 
      	 
      
	
                  Indemnification

                	 
      	
                  You
      will be indemnified in accordance with the Holding Company’s
      bylaws.  You will also be covered by the Holding Company’s
      directors and officers liability insurance coverage as in effect from time
      to time.

                
	 
      	 
      	 
      
	
                  Fee
      Reimbursement

                	 
      	
                  You
      will be reimbursed for up to $5,000 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

                


        

         

         

        
          
            
            

          

          
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                  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.

                   

                  Notwithstanding
      anything to the contrary set forth herein, any payments and benefits
      provided  to you by the Holding Company or Bank that constitute
      “deferred compensation” within the meaning of Code Section 409A shall not
      commence in connection with your termination of employment unless and
      until you have also incurred a “separation from service” (as determined
      under applicable regulations under Code Section 409A), unless the Holding
      Company reasonably determines that such amounts may be provided to you
      without causing you to incur the additional 20% tax under Section
      409A.  If you are deemed on the date of “separation from
      service” to be a “specified employee” within the meaning of that term
      under Code Section 409A(a)(2)(B), then, solely to the extent necessary to
      avoid the incurrence of adverse personal tax consequences under Section
      409A, with regard to any payment or the provision of any benefit in
      connection with your separation from service which constitutes “deferred
      compensation”, such payment or benefit shall be made or provided at the
      date which is the earlier of (A) the expiration of the six (6)-month
      period measured from the date of such “separation from service,” and (B)
      the date of your death (the “Delay Period”).  Upon the
      expiration of the Delay Period, all payments and benefits delayed pursuant
      to this requirement (whether they would have otherwise been payable in a
      single sum or in installments in the absence of such delay) shall be paid
      or reimbursed to you in a lump sum, and any remaining payments and
      benefits due shall be paid or provided in accordance with the normal
      payment dates specified for them.

                   

                  Any
      expense, tax or other reimbursement payment made pursuant to this term
      sheet agreement or any plan, program, agreement or arrangement of the
      Holding Company or Bank in which you participate shall be made on or
      before the last day of the taxable year following the taxable year in
      which such expense, tax or other payment to be reimbursed was
      incurred.

                   

                
	
                  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.

                


        

         

         

        
          
            
            

          

          
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                  Entire
      Understanding; Amendment

                	 
      	
                  This
      term sheet agreement constitutes the entire understanding between the
      Holding Company, the Bank, and you relating to your employment hereunder
      and supersedes and cancels all prior written and oral understandings and
      agreements with respect to such matters entered into prior to the date of
      your acceptance of this term sheet agreement.  This term sheet
      agreement shall not be amended or modified except by written instrument
      executed by the Holding Company or 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.

                


        

         

      

       

      
        
          
          

        

        
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        ATTACHMENT
A

         

        PRIVATEBANCORP, INC. EQUITY
AWARD DESIGN

         

        
          
            
              
                	 
      	
                        EQUITY GRANT FEATURE

                      	
                        MAKE-WHOLE RESTRICTED

                        STOCK AWARD

                      	
                        INCENTIVE AWARD:

                        RESTRICTED STOCK

                      	
                        INCENTIVE
      AWARD:

                        STOCK OPTIONS

                         

                      
	
                        1.

                      	
                        123R
      Value at Grant

                         

                      	
                        ●

                      	
                        $500,000

                      	
                        ●

                      	
                        $250,000

                      	
                        ●

                      	
                        $250,000

                      
	
                        2.

                      	
                        Time
      Vesting Schedule

                      	
                        ●

                      	
                        1/3rd
      on second payroll date following your start date; 1/3 on the first
      anniversary of your start date and 1/3 on second anniversary or your start
      date

                      	
                        ●

                      	
                        25%
      on each of the first four anniversaries of the start date.

                      	
                        ●

                      	
                        25%
      on each of the first four anniversaries of the start
  date.

                      


              

            

          

        

         

         

        
          
            
            

          

          
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        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 Holding Company, 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 to be granted as your make whole or incentive equity award, or
(B) your being required to be based at an office or location which is more
than 50 miles from the Holding Company’s current headquarters, or (C) a
diminution in your reporting responsibilities following which you do not report
directly to the Chief Executive Officer or your removal as Chief Financial
Officer of the Holding Company or the failure to appoint you as, or your
subsequent removal as, a member of the most senior management council of the
Holding Company (to the extent such council exists), or (D) the failure of
a successor to assume the obligations of the Holding Company under this term
sheet agreement (to the extent not otherwise assumed by operation of
law).  You must provide written notice to the Holding Company of the
existence of Good Reason no later than 90 days after its initial existence, and
the Holding Company 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” 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 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

         

         

        
          
            
            

          

          
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        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 November 1, 2007, 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; or

         

        (v)           (I)
a sale or other transfer of the voting securities of the Bank, whether by stock,
merger, joint venture, consolidation or otherwise, such that following said
transaction the Company does not directly, or indirectly through majority owned
subsidiaries, retain more than 50% of the total voting power of the Bank
represented by the voting securities of the Bank entitled to vote generally in
the election of the Bank’s directors; or (II) a sale of all or substantially all
of the assets of the Bank other than to the Company or any subsidiary of the
Company.

         

         

        
          
            
            

          

          
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