PVTB-3.31.2013-Ex 10.1


Exhibit 10.1


FORM OF CONSULTING AGREEMENT 
THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2013 by and between PrivateBancorp, Inc. (the “Company”) and Ralph B. Mandell (“Consultant”). 
RECITALS 
WHEREAS, Consultant was a long-standing executive leader at the Company until his retirement in May 2011 and  has been engaged to consult with management of the Company and/or its subsidiaries related to transitioning certain client relationships and provide counsel on other business matters; 
WHEREAS, the Company’s Board of Directors believes that it is in the best interests of the Company and its shareholders to engage Consultant to continue to be available to perform such consulting services until December 31, 2013 as reasonably requested.  
NOW, THEREFORE, the parties mutually agree as follows.
AGREEMENTS 
1. Consulting Services. 
(a) The Company retains Consultant to consult with and counsel members of management and other managing directors of the Company or The PrivateBank and Trust Company (“Bank”) from time to time as reasonably requested by the Company or the Bank in connection with client relationships, banking services, investor relations or such other business matters as may be reasonably requested from time to time (collectively, “Services”).The Services to be provided shall include the preparation by Consultant of strategic plans (in consultation with the Company’s Chief Executive Officer and/or the President, Personal Client Services and his designees) to transition Consultant’s client relationships to appropriate employees of the Company and/or Bank within the term of this Agreement.
(b) Consultant agrees to make himself available during normal business hours as reasonably requested in advance and to devote his reasonable best efforts to the performance of the Services during the term of this Agreement, it being understood and agreed that Consultant will not provide services to other banking organizations during the term of this Agreement. 
2. Term. This Agreement commences effective as of January 1, 2013 and will terminate on the earliest to occur of (a) December 31, 2013, (b) the Company’s receipt of written notice of termination by Consultant, (c) Consultant’s receipt of written notice of termination by the Company following Consultant’s breach of this Agreement or his continuing obligations under his employment agreement with the Company dated December 14, 2007 (as amended), including without limitation restrictive covenant agreements, or following his removal as a director of the Company, or (d) Consultant’s Disability or death. For purposes of this Agreement, “Disability” means Consultant’s inability to carry on his duties hereunder or as a director of the Company and the Bank, after receipt of medical advice, as a result of a physical or mental injury or illness or other such incapacity. 
3. Fees; Reimbursement of Expenses. The Company will pay Consultant $15,000 per month for the Services hereunder. Each such payment will be made in arrears on or about the last business day of each month during the term of this Agreement. The Company will also reimburse Consultant for reasonable expenses (including parking) incurred in connection with his performance of the requested counseling and management consultations,  such reimbursement to be made promptly following the Company’s review of expense reports documented by Consultant in accordance with Company policies and procedures.  The parties agree that Consultant may also seek reimbursement of expenses, as appropriate, under the Company’s Director reimbursement program.


4. Office and Administrative Support. For the Company’s convenience and to facilitate effective delivery of Services hereunder, the Company will make available suitable office space for Consultant’s use within its existing facilities.  Upon Consultant’s request and to the extent necessary to facilitate delivery of the Services, the Company will also make available to Consultant appropriate administrative support to the extent and in such manner as the Company shall deem reasonable and appropriate.  Consultant acknowledges that Bank employee Gail Carpenter shall 

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Exhibit 10.1


be relocated to the Bank’s Private Banking line of business and shall be primarily responsible for such duties assigned by the private banking team reporting to the President, Personal Client Services or his designee.
5. Independent Contractor. Notwithstanding any provision hereof, Consultant is an independent contractor and is not an employee, agent or partner of the Company. Consultant will be solely responsible for the manner and work hours in which the Services are performed under this Agreement. Consultant will not be eligible to participate in any of the Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar employee programs (other than as permitted due to his role as a director or prior service as employee). The Company will not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Consultant, except to the extent such amount or benefit relates to Consultant’s prior service as an employee of the Company. Consultant will comply at Consultant’s expense with all applicable United States federal, state and local laws and regulations required to be fulfilled by independent contractors. Notwithstanding anything to the contrary set forth herein, as a retired employee of the Company, Consultant will be eligible to participate in the Company’s generally applicable post-employment benefit programs and nothing herein is to be construed as limiting compensation for services as a director. 
6. Confidentiality and Non-Use of Proprietary Information. 
(a) Consultant recognizes and acknowledges the confidential nature of the Proprietary Information of the Company and the damage that could result if such information is disclosed to any third party. “Proprietary Information” means trade secrets, financial information and other proprietary information concerning the products, processes, services or business of the Company or of any clients or prospective clients, which information (i) has not been made generally available to the public, and is useful or of value to the Company’s current or anticipated business activities or of those of any client of the Company; or (ii) has been identified to Consultant as confidential, either orally or in writing, which information includes, but is not limited to: computer programs; research and other statistical data and analyses; marketing, organizational or other research and development, or business plans; personnel information, including the identity of other employees of the Company, their responsibilities, competence, abilities and compensation; financial, accounting and similar records of the Company and/or any fund or account managed by the Company; current and prospective client lists and information on clients and their employees; client financial statements, investment objectives, the nature of their investment portfolios and contractual agreements with the Company, other personal client information and information concerning planned or pending investment products, acquisitions or divestitures. Proprietary Information shall not include information which: (A) is in or hereafter enters the public domain through no fault of Consultant or (B) is obtained by Consultant from a third party having the legal right to use and disclose the same. 
(b) Consultant agrees not to use any Proprietary Information except in connection with his duties as a director of the Company and the Bank and his performance of Services hereunder, nor to disclose any Proprietary Information except to officers or other employees of the Company with a need to know such information and when it is appropriate, in the ordinary course of business, to do so. Upon termination of this Agreement, Consultant shall not, directly or indirectly, disclose, publish, communicate or use on his behalf or another’s behalf, any Proprietary Information. 
(c) In the event that Consultant is required (in connection with legal proceedings, by oral motion, interrogatory, request for information or documents, subpoena, civil investigation, demand or similar process) to disclose any Proprietary Information, Consultant will provide the Company with prompt notice of such request so that an appropriate protective order can be sought, if deemed necessary. 
 
(d) The provisions of this Section 6 will survive the termination of this Agreement for any reason. 
7. Notices. Any and all notices or other communications required or permitted to be delivered hereunder will be deemed properly delivered if (a) delivered personally, (b) mailed by first class, registered or certified mail, return receipt requested, postage prepaid or (c) sent by next-day or overnight mail or delivery, to the parties as set forth below: 
 

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Exhibit 10.1


	
			
	 
	 
	 

	If to the Company, to:
	 
	PrivateBancorp, Inc.

	 
	 
	120 S. LaSalle Street

	 
	 
	Chicago, Illinois 60603

	 
	 
	Attention: Jennifer R. Evans, General Counsel

	 
	 

	If to Consultant, to:
	 
	Ralph B. Mandell

	 
	 
	1146 N. Ashland Ave.

	 
	 
	River Forest, IL 60305




Either party may change the name and address of the designee to whom notice will be sent by giving written notice of such change to the other party. 
8. Binding Effect. This Agreement will be binding upon and will inure to the benefit of the undersigned parties, the successors and assigns of the Company (including, but not limited to, any company which may acquire the stock of the Company, all or substantially all of the assets or business of the Company or with or into which the Company may be consolidated or merged) and the heirs, executors, administrators, legal representatives and assigns of Consultant; provided, that the rights and obligations of Consultant hereunder may not be delegated or assigned. 
9. Entire Agreement. This Agreement supersedes any former oral agreement and any former written agreement heretofore executed relating generally to the consulting relationship of Consultant with the Company beginning on or after January 1, 2013, and this Agreement can only be amended or altered and its provisions can only be waived by an agreement in writing signed by Consultant and the Company. Other than as stated in the preceding sentence, this Agreement does not serve to alter or amend any other agreement between Consultant and the Company or the Bank. 
10. Enforceability. This Agreement will be construed and enforced under the laws of the State of Illinois without giving effect to the principles of conflicts of laws thereof. If any provision of this Agreement is held invalid or unenforceable by operation of law or otherwise, such circumstances will not have the effect of rendering any of the other provisions of this Agreement invalid or unenforceable. 
11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument. One or more counterparts of this Agreement may be delivered by facsimile, with the intention that delivery by such means will have the same effect as delivery of an original counterpart thereof. 
 






The parties have executed this Agreement effective as of the date first written above. 


	
					
	 
	 
	 
	 
	 

	PRIVATEBANCORP, INC.
	 
	 
	 
	CONSULTANT:

	 
	 
	 

	 
	 
	 
	 
	 

	Larry D. Richman
	 
	 
	 
	Ralph B. Mandell

	President and Chief Executive Officer
	 
	 
	 
	 




 

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