Nonqualified Stock Option Exhibit


    Exhibit
      10.2

     

    (Nonqualified
      Stock Option for Employee)

     

    PRIVATEBANCORP,
      INC.

     

    STOCK
      OPTION AGREEMENT

     

    This
      Stock Option Agreement (this “Agreement”) is made as of the date set forth on
      the signature page hereof by and between PrivateBancorp, Inc., a Delaware
      corporation (the “Company”), and the undersigned Optionee (“Optionee”). Except
      as otherwise indicated or defined in paragraph 1 hereof, all words with
      initial capitals shall have the same meaning as ascribed to them in the Plan.
      Optionee acknowledges receipt of a copy of the Plan.

     

    WHEREAS,
      the Company desires to grant to Optionee an option (“Option”) to buy shares of
      the Company’s Common Stock, pursuant to the PrivateBancorp, Inc. Incentive
      Compensation Plan (the “Plan”) and this Agreement;

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

      Definitions.
      For the
      purposes of this Agreement:

     

    	 	
            “Affiliate”
              means the Company and any other direct or indirect subsidiary of the
              Company.

          


     

    	 	
            “Resignation”
              means Optionee’s relinquishment of employment with the Company and all
              Affiliates.

          


     

    	 	
            “Retired
              from the Industry” with respect to an Optionee means the Optionee has
              retired from the Company and all Affiliates under circumstances that
              constitute Special Retirement and Optionee (i) does not thereafter
              perform
              services as an employee, officer, director or consultant for, or in
              any
              other capacity assist, any bank, thrift, bank or thrift holding company,
              asset management company, trust company, investment advisor, or any
              other
              financial services company (other than the Company or an Affiliate),
              whether existing or in formation, that provides or plans to provide
              banking or other financial-services, including but not limited to,
              those
              relating to loans, deposits, treasury management, custodial or trust
              services, or investment or wealth management services, and (ii) certifies
              to the Company, at such times and in such manner as the Committee may
              require, that since Optionee’s retirement, Optionee has not performed any
              such services.

          


     

    	 	
            “Retirement”
              means any Resignation or Termination other than due to death, (i) on
              or after age 65 or (ii) on or after age 55 and completion of at least
              seven (7) years of service with the Company or any Affiliate (including
              for this purpose continuous years of service, if any, with an Affiliate
              as
              of the date such Affiliate was acquired by the
              Company).

          


     

    	 	
            “Special
              Retirement” means any Resignation or Termination on or after age 62 and
              completion of at least 10 years of service with the Company or any
              Affiliate (including for this purpose continuous years of service,
              if any,
              with an Affiliate as of the date such Affiliate was acquired by the
              Company).

          


     

    	 	
            “Special
              Retirement Termination Date” with respect to this Option means the date
              following Optionee’s Special Retirement which is the first to occur of the
              date (i) of Optionee’s death, (ii) on which this Option first becomes
              exercisable in full (is 100% vested), or (iii) the Optionee ceases
              to be
              Retired from the Industry. 

          


     

    	 	
            “Termination”
              means a termination of the employment of Optionee (i) by the Company
              and
              all of its Affiliates for any reason, other than a Termination For
              Cause,
              including, but not limited to, permanent disability (as determined
              by the
              Committee in accordance with the Code after receipt of medical advice)
              or
              (ii) due to Optionee’s death.

          


     

    	 	
            “Termination
              Date” means the date on which a Resignation, Termination or Termination
              For Cause occurs.

          


     

    	 	
            “Termination
              For Cause” means a termination of the employment of Optionee by the
              Company or any Affiliate for any of the following reasons:
              

          


     

    (i)  In
      the
      case where there is an employment, change in control or similar agreement in
      effect between Optionee and the Company or any Affiliate that defines “cause”
(or similar words), the termination of an employment arrangement that is or
      would be deemed to be for “cause” (or similar words) as defined in such
      agreement.

     

    (ii)  In
      the
      case where there is no employment, change in control or similar agreement in
      effect between Optionee and the Company or any Affiliate, or where there is
      such
      an agreement but the agreement does not define “cause” (or similar words), the
      termination of Optionee’s employment due to:

     

    The
      commission by Optionee, as reasonably determined by the Committee, of any theft,
      embezzlement or felony against the Company or any Affiliates;

     

    The
      commission of an unlawful or criminal act by Optionee resulting in material
      injury to the business or property of the Company or Affiliates or of an act
      generally considered to involve moral turpitude, all as reasonably determined
      by
      the Committee;

     

    The
      commission of an intentional act by Optionee in the performance of Optionee’s
      duties as an employee of the Company or any Affiliate amounting to gross
      negligence or misconduct or resulting in material injury to the business or
      property of the Company or Affiliates, all as reasonably determined by the
      Committee; or

     

    The
      habitual drunkenness or drug addiction of Optionee, as reasonably determined
      by
      the Committee.

     

      Grant
      and Designation of Option.
      Upon
      the execution and delivery of this Agreement and the related Stock Option
      Certificate of even date herewith, and subject to the Plan (the terms and
      provisions of which are incorporated herein and expressly made a part hereof),
      including, but not limited to, adjustments required pursuant to Section 11
      thereof, the Company hereby grants to Optionee the Option to purchase the
      aggregate number of shares of Common Stock set forth on the Stock Option
      Certificate at the price per share (“Option Price”) set forth on such
      Certificate. The Option granted hereunder shall not be treated as an incentive
      stock option within the meaning of Section 422 of the Code. 

     

      Term
      of Option; Vesting.
      Subject
      to earlier termination, acceleration or cancellation of the Option as provided
      herein, the term of the Option shall be for a period ten (10) years from the
      date hereof. Subject to the provisions of this Agreement, the Option shall
      be
      vested and exercisable at such times and as to such number of shares as
      determined on the schedule set forth on the Stock Option Certificate. To the
      extent not previously terminated or cancelled, upon and after a Change in
      Control, the Option shall be 100% vested and Optionee shall be entitled to
      exercise the Option in whole or in part with respect to all of the shares
      covered thereby.

     

      Method
      of Exercise.
      

     

    	 	
            Subject
              to the terms and conditions of this Agreement, the Option may be exercised
              by written notice to the Company (the “Exercise Notice”) at its offices at
              70 West Madison Street, Suite 900, Chicago, Illinois 60602 (or such
              other offices of the Company which are hereinafter designated by the
              Company) to the attention of the Secretary of the Company. The Exercise
              Notice (i) shall state (A) the election to exercise the Option and
              (B) the total number of full shares in respect to which it is being
              exercised, and (ii) shall be signed by the person or persons
              exercising the Option. 

          


     

    	 	
            Optionee
              shall pay the total amount due resulting from such exercise in any
              of the
              following forms: (i) by certified or cashier’s check for the full amount
              of the purchase price of such shares; (ii) by delivery of
              certificates for shares of Previously-Acquired Shares (or deemed delivery
              based on attestation to the ownership of Previously-Acquired Shares)
              having a Fair Market Value equal to the total payment due from Optionee;
              (iii) through a simultaneous exercise of Optionee’s Option and sale of the
              shares of Common Stock hereby acquired pursuant to a brokerage arrangement
              approved in advance by the Committee to assure its conformity with
              the
              terms and conditions of the Plan; or (iv) by a combination of the methods
              described in (i), (ii) and (iii) above. To the extent applicable, Optionee
              shall also pay the amount, in cash, of any federal, state and local
              income, Social Security and Medicare taxes required to be withheld
              as a
              result of the exercise, unless Optionee delivers Previously-Acquired
              Shares or elects to have the Company withhold from the shares purchased,
              shares having a Fair Market Value equal to such required tax withholding
              amount. The value of any shares withheld may not be in excess of the
              amount of taxes required to be withheld by the Company determined by
              applying the applicable minimum statutory withholding tax rates. Upon
              receipt of the foregoing, the Company shall issue the shares of Common
              Stock as to which the Option has been duly exercised and shall return
              the
              Stock Option Certificate, duly endorsed to reflect such exercise, to
              Optionee.

          


     

      Restriction
      on Exercise.
      This
      Option may not be exercised if the issuance of such shares upon such exercise
      or
      the method of payment of consideration for such shares would constitute a
      violation of any applicable federal or state securities or other law or
      regulation. As a condition to the exercise of this Option, the Company may
      require Optionee to make any representation and warranty to the Company as
      may
      be required by any applicable law or regulation.

     

      Effect
      of Termination of Employment.
      The
      Option, to the extent not theretofore exercised, shall terminate on Optionee’s
      Termination Date, except that:

     

    	 	
            in
              the event a Termination Date occurs due to Optionee’s Resignation or
              Termination (other than in circumstances described in paragraphs (b),
              (c), (d) or (e) below), Optionee may during the 90-day period following
              such Resignation or Termination exercise the Option to the extent such
              Option was exercisable on Optionee’s Termination
              Date;

          


     

    	 	
            in
              the event a Termination Date occurs due to Optionee’s Termination due to
              death or Termination or Resignation due to permanent disability, Optionee
              or, in the event of death, Optionee’s representative may during the
              one-year period following such Termination or Resignation exercise
              the
              Option to the extent it was exercisable on Optionee’s Termination Date;
              and

          


     

    	 	
            in
              the event a Termination Date occurs under circumstances that constitute
              Optionee’s Retirement (other than in circumstances described in paragraph
              (d) below relating to Special Retirement), or in the event of a
              Termination Date after a Change in Control, Optionee may during the
              three-year period following such Termination Date exercise the Option
              to
              the extent such Option was exercisable on Optionee’s Termination
              Date;

          


     

    	 	
            in
              the event a Termination Date occurs under circumstances that constitute
              a
              Special Retirement, then:

          


     

    (iii)  to
      the
      extent exercisable on Optionee’s Termination Date, this Option may be exercised
      by Optionee during the period following such Termination Date and ending three
      years after the Optionee’s Special Retirement Termination Date;

     

    (iv)  to
      the
      extent not exercisable on the Optionee’s Termination Date, this Option shall
      continue to vest and become exercisable in accordance with paragraph 3 above,
      the Plan and the Stock Option Certificate as if Optionee’s employment continued
      until Optionee’s Special Retirement Termination Date, and to the extent
      exercisable may be exercised during such period and may be exercised during
      the
      three-year period following the Special Retirement Termination Date to the
      extent such Option was exercisable on Optionee’s Special Retirement Termination
      Date.

     

    	 	
            in
              the event of Optionee’s death during the 90-day or three-year period
              described in paragraphs (a) and (c), respectively, or Optionee’s
              death resulting in a Special Retirement Termination Date or during
              the
              three-year period after the Special Termination Retirement Date described
              in paragraph (d) (i) above, Optionee’s personal representative may, during
              the one-year period (or if longer, the three-year period or remainder
              thereof, if applicable) following the date of Optionee’s death, exercise
              the Option to the extent the Option was exercisable at the time of
              Optionee’s death;

          


     

    provided,
      however, that in no event shall any Option be exercised after the expiration
      of
      the term of the Option as described in paragraph 3.

     

      Effect
      of Termination for Cause.

     

    	 	
            In
              the event of a Termination For Cause, all unexercised Options, whether
              vested or not vested, shall immediately terminate and all shares of
              Common
              Stock purchased hereunder within the one (1)-year period immediately
              preceding such Termination For Cause (the “Option Stock”), whether held by
              Optionee or one or more transferees, shall be subject to purchase by
              the
              Company pursuant to the terms and conditions set forth in this
              paragraph 7. 

          


     

    	 	
            The
              purchase price for shares of Common Stock purchased by the Company
              pursuant to this paragraph 7 will be equal to the Option Price paid
              therefore by Optionee.

          


     

    	 	
            The
              Company may elect to purchase all (but not less than all) of the Option
              Stock by delivery of written notice (the “Purchase Notice”) to Optionee
              (and any permitted transferee of the Option Stock) within 60 days
              after the Termination Date. The Purchase Notice shall set forth the
              number
              of shares of Option Stock to be acquired from each holder and the
              aggregate consideration to be paid for such
              shares.

          


     

    	 	
            The
              closing of any purchase transaction pursuant to this paragraph 7
              shall take place on the date designated in the Purchase Notice, which
              date
              shall not be more than 30 and not less than 10 days after delivery
              of the
              Purchase Notice. The Company shall be entitled to receive customary
              representations and warranties with respect to the seller’s title to the
              shares of Option Stock to be purchased
              hereunder.

          


     

      Compliance
      with Certain Laws and Regulations.
      If the
      Committee shall determine, in its discretion, that the listing, registration
      or
      qualification of the shares subject to the Option upon any securities exchange
      or under any law or regulation, or that the consent or approval of any
      governmental regulatory body is necessary or desirable in connection with the
      granting of the Option or the acquisition of shares thereunder, Optionee shall
      supply the Committee or Company, as the case may be, with such certificates,
      representations and information as the Committee or Company, as the case may
      be,
      may request and shall otherwise cooperate with the Company in obtaining any
      such
      listing, registration, qualification, consent or approval.

     

      Notices.
      Any
      notice provided for in this Agreement must be in writing and must be either
      personally delivered, delivered by overnight courier, or mailed by first class
      mail, to Optionee at the address set forth on the records of the Company, to
      the
      Company at the address set forth or established pursuant to paragraph 4, or
      such other address or to the attention of such other person as the recipient
      party shall have specified by prior written notice to the sending party. Any
      notice under this Agreement will be deemed to have been given when
      received.

     

      Severability.
      Whenever possible, each provision of this Agreement will be interpreted in
      such
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any jurisdiction, such invalidity,
      illegality or unenforceability will not affect any other provision or any other
      jurisdiction, but this Agreement will be reformed, construed and enforced in
      such jurisdiction as if such invalid, illegal or unenforceable provision had
      never been contained herein.

     

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

     

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

     

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

     

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

     

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

     

      Rights
      of Employment and Future Awards.
      In no
      event shall the granting of this Option or Optionee’s acceptance hereof give or
      be deemed to give Optionee any right to be retained in the employ of the Company
      or to the receipt of any future Option or other awards under the
      Plan.

     

    [Signature
      Page Follows]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement effective on the
      ___ day of __________, 20__.

     

    
      	 	
              PRIVATEBANCORP,
                INC.

               

              By: 

               

              Its: 

               

            
	 	
              OPTIONEE

               

               

              Signature

               

              Print
                Name

               

            


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    





    Grant
      DateNumber
      of
      Shares

    
 

    ______________________________

     

    PRIVATEBANCORP,
      INC.

     

    STOCK
      OPTION CERTIFICATE

     

    THIS
      CERTIFIES THAT ___________________________________ has been awarded a STOCK
      OPTION to purchase ______ shares of Common Stock, without par value, of
      PRIVATEBANCORP, INC. (the “Company”) at a price per share of $_________ (which
      is the closing price of the Company’s Common Stock on the date hereof and which
      shall for all purposes constitute the “Fair Market Value”), subject to the terms
      and conditions of this Certificate, the related Stock Option Agreement of even
      date herewith and the PrivateBancorp, Inc. Incentive Compensation
      Plan.

     

    Subject
      to earlier termination as provided in the Stock Option Agreement or Incentive
      Compensation Plan, this OPTION shall expire ten (10) years from the date of
      this
      Certificate. Except as may be otherwise provided in the Stock Option Agreement
      or Incentive Compensation Plan, this OPTION shall vest and be exercisable as
      to
      all or a portion of the number of shares set forth above as
      follows:

     

    
      	
              On
                and After the Following

               

              Dates,
                But Prior to Expiration

               

            	
              Maximum
                Percentage Taking

               

              into
                Account Prior Exercises

               

            
	
              [first
                anniversary of date of grant]

               

            	
              20%

               

            
	
              [second
                anniversary of date of grant]

               

            	
              40%

               

            
	
              [third
                anniversary of date of grant]

               

            	
              60%

               

            
	
              [fourth
                anniversary of date of grant]

               

            	
              80%

               

            
	
              [fifth
                anniversary of date of grant[

               

            	
              100%

               

            


    

    


    IN
      WITNESS WHEREOF, PRIVATEBANCORP, INC. has caused this Stock Option Certificate
      to be signed by its duly authorized officer as of the date set forth
      above..

     

    
      	 	
              By: 

               

              Its: