Restricted Stock Award Exhibit 10.1


    EXHIBIT
      10.1

     

    PRIVATEBANCORP,
      INC.

     

    RESTRICTED
      STOCK AWARD AGREEMENT

     

    This
      Restricted Stock Award Agreement (“Agreement”) is entered into as of the date
      set forth on the signature page hereof by and between PrivateBancorp, Inc.,
      a
      Delaware corporation (the “Company”), and the undersigned Grantee (“Grantee”).
      Except as otherwise indicated or defined herein, all words with initial capitals
      shall have the same meaning as ascribed to them in the PrivateBancorp, Inc.
      Incentive Compensation Plan (the “Plan”). Grantee acknowledges receipt of a copy
      of the Plan.

     

    WHEREAS,
      the Company desires to grant to Grantee a certain number of shares of Common
      Stock, subject to the restrictions, and on the terms and conditions, set forth
      in the Plan and this Agreement; 

     

    NOW,
      THEREFORE, the parties hereto agree as follows:

     

      Grant
      of Award; Form of Award.

     

    
      	 	
              Upon
                the execution and delivery of this Agreement and the related Restricted
                Stock Award Certificate of even date herewith attached hereto (the
                “Restricted Stock Award Certificate”), and subject to the terms and
                conditions of the Plan (the terms and provisions of which are incorporated
                herein and expressly made a part hereof), the Company hereby grants
                to
                Grantee the aggregate number of shares of Common Stock of the Company
                set
                forth on the Restricted Stock Award Certificate, subject to the
                restrictions and on the terms and conditions set forth herein and
                in the
                Plan (the “Award”) and subject to any adjustment as provided in the Plan.
                As soon as practicable after Grantee has executed this Agreement
                and the
                documents described in Section 1(b), below, and delivered the same
                to the
                Company, the Company shall cause to be issued in Grantee’s name a stock
                certificate representing the total number of shares of Common Stock
                covered by this Award in accordance with Section 4,
                below.

            


    

     

    
      	 	
              Grantee
                shall indicate acceptance of the terms of the Award by signing and
                returning a copy hereof and shall sign and return the irrevocable
                stock
                power attached hereto to facilitate the transfer of some or all of
                the
                shares covered by the Award to the Company (or its assignee or nominee)
                if
                required under the terms of this Agreement or applicable laws or
                regulations.

            


    

     

    
      	 	
              To
                the extent expressly provided in the Restricted Stock Award Certificate,
                this Award may constitute an award of Restricted Share Units under
                the
                Plan, in which case the special provisions applicable to Restricted
                Share
                Units set forth in Section 18 below shall
                apply.

            


    

     

      Restrictions.
      The
      shares of Common Stock covered by this Award shall be subject to the
      restrictions set forth in Section 9(a) of the Plan, which include, but are
      not
      limited to, prohibitions on the sale, transfer, assignment, pledge or
      encumbrance of said shares, prior to the vesting date set forth on the
      Restricted Stock Award Certificate (the period ending on any such vesting
      date(s) is hereinafter referred to as the “Restricted Period”). Sale, transfer
      and other disposition of the shares following termination of the Restricted
      Period may be limited by the absence of an established trading market for such
      shares and/or the provisions of applicable securities laws. The restrictions
      imposed hereunder shall not lapse upon expiration of the Restricted Period
      if
      such lapse would constitute a violation of any applicable federal or state
      securities or other law or regulation and shall only lapse upon the termination
      of such violation. As a condition to the receipt of the shares of Common Stock
      covered by this Award, the Company may require Grantee to make any
      representation and warranty to the Company as may be required by any applicable
      law or regulation.

     

      Rights
      as a Shareholder.
      Grantee
      shall have the right to vote the shares of Common Stock covered by this Award
      and to receive dividends thereon unless and until such shares are forfeited
      pursuant to Section 5 hereof.

     

      Custody
      and Delivery of Shares.
      Each
      certificate representing the shares of Common Stock covered by this Award shall
      be issued in the name of Grantee and shall bear appropriate legends regarding
      this Agreement and such other restrictions on transferability, which are
      substantially similar to the legend set forth as follows:

     

    “The
      shares represented by this certificate are deemed to be restricted stock and
      until September
      28, 2011
      (which
      is the fifth anniversary of the date the Award was made) are subject to the
      terms and conditions, including certain restrictions on transfer, applicable
      to
      restricted stock pursuant to the PrivateBancorp, Inc. Incentive Compensation
      Plan and the Restricted Stock Award Agreement covering these shares, copies
      of
      which are available from the Company.”

     

    The
      Company shall hold the certificate for shares of Common Stock covered by this
      Award until the shares represented hereby have vested pursuant to the Restricted
      Stock Award Certificate and Section 5 of this Agreement, and will thereupon,
      subject to the satisfaction of any applicable federal, state, local or other
      tax
      withholding obligations and applicable securities laws, deliver the certificate
      for the vested shares to Grantee, and destroy the stock power referred to in
      Section 1(b) relating to the vested shares, or use it to authorize the
      withholding of shares for payment of taxes, pursuant to Section 7, below.


     

      Vesting;
      Effect of Termination of Employment; Special Retirement. 

     

    
      	 	
              Except
                to the extent provided in paragraphs (b), (c), (d) or (e) below, the
                shares of Common Stock covered by this Award shall vest in accordance
                with
                the schedule set forth in the Restricted Stock Award Certificate.
                

            


    

     

    
      	 	
              In
                the event of termination of Grantee’s employment with the Company and its
                Subsidiaries prior to the end of the Restricted Period for any reason
                other than death or Special Retirement (as defined below), Grantee
                will
                forfeit any shares of Common Stock covered by this Award that are
                not yet
                vested, and shall have no further rights to said shares or any amounts
                attributable thereto.

            


    

     

    
      	 	
              Notwithstanding
                anything herein or in the Plan to the contrary, in the event Grantee
                shall
                die during the period of Grantee’s employment, the Restricted Period shall
                terminate and the shares of Common Stock covered by this Award shall
                vest
                in full on the date of Grantee’s death and shall be paid to Grantee’s
                beneficiary or beneficiaries designated pursuant to Section 8, below.
                

            


    

     

    
      	 	
              If
                a Change in Control occurs during the period of Grantee’s employment with
                the Company and its Subsidiaries, the Restricted Period and all
                restrictions imposed on the shares of Common Stock covered by this
                Award
                shall fully and immediately lapse and be of no further force and
                effect
                and the shares of Common Stock covered by this Award shall vest in
                full on
                the date of such Change in Control.

            


    

     

    
      	 	
              In
                the event of termination of Grantee’s employment for any reason other than
                death or by the Company for Cause (as defined in Section 17 below) on
                or after age 62 and completion of at least 10 years of service with
                the
                Company or any Subsidiary (including for this purpose continuous
                years of
                service, if any, with a Subsidiary as of the date such Subsidiary
                was
                acquired by the Company) (such termination of employment a “Special
                Retirement”), unvested shares at such Special Retirement shall vest in
                accordance with the schedule set forth on the Restricted Stock Award
                Certificate and paragraphs (c) and (d) above as if Grantee’s period of
                employment continued after such Special Retirement. Notwithstanding
                the
                foregoing, as of the date Grantee shall cease to be Retired from
                the
                Industry (as defined in Section 17 below), the deemed continuation of
                Grantee’s employment and any further vesting shall terminate as of such
                date and Grantee shall forfeit any shares of Common Stock covered
                by this
                Award that are not yet vested and shall have no further rights to
                said
                shares or any amounts attributable
                thereto.

            


    

     

      Adjustment
      Upon Changes in Capitalization.
      Any
      additional share of Common Stock or other securities or property issued with
      respect to the Common Stock covered by this Award, as a result of any
      declaration of stock dividends, through recapitalization resulting in stock
      splits, combinations or exchanges of shares or otherwise, shall be subject
      to
      the restrictions and terms and conditions set forth herein.

     

      Payment
      of Taxes.
      Grantee
      or Grantee’s legal representative shall be required to pay to the Company the
      amount of any federal, state, local or other taxes which the Company determines
      it is required to withhold and pay over to governmental tax authorities with
      respect to shares of Common Stock covered by this Award on the date on which
      the
      Company’s tax liability arises with respect to such shares (the “Tax Date”).
      Grantee may satisfy such obligation by any of the following means: (a) cash
      payment to the Company, (b) delivery to the Company of Previously-Acquired
      Shares of Common Stock having an aggregate Fair Market Value determined as
      of
      the Tax Date that equals the amount required, (c) authorizing the Company
      to withhold whole shares of Common Stock which would otherwise be delivered
      having an aggregate Fair Market Value determined as of the Tax Date that equals
      the amount required, or (d) any combination of (a), (b), and (c). 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.

     

      Beneficiary.
      Grantee
      may name, from time to time, any beneficiary or beneficiaries to whom the shares
      of Common Stock covered in this Award shall be paid in case of his death before
      receipt of such shares. Each designation shall be on a form prescribed for
      such
      purpose by the Committee and shall be effective only as set forth therein.
      

     

      Compliance
      with Certain Laws and Regulations.
      If the
      Committee shall determine, in its discretion, that the listing, registration
      or
      qualification of the shares of Common Stock covered in this Award 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 shares of Common Stock hereunder, Grantee 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 Grantee at the address set forth on the records of the Company, to
      the
      Company at its offices at 70 West Madison Street, Suite 900, Chicago,
      Illinois 60602, 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
      Grantee, 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 Grantee
      may not assign any of Grantee’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.

     

      Miscellaneous.

     

    
      	 	
              The
                Company shall pay all original issue or transfer taxes with respect
                to the
                issuance or delivery of shares of Common Stock pursuant hereto and
                all
                other fees and expenses incurred by the Company in connection therewith,
                and will use its best efforts to comply with all laws and regulations
                which, in the opinion of counsel for the Company, shall be applicable
                thereto.

            


    

     

    
      	 	
              This
                Agreement shall not be construed as an employment contract and does
                not
                give Grantee any right to continued employment by the Company or
                any
                affiliate of the Company or to the receipt of any future Restricted
                Stock
                or other awards under the Plan.

            


    

     

    
      	 	
              This
                Agreement and the Award is subject to (i) the terms and conditions of
                the Plan and (ii) all good faith determinations of the Committee and
                of the Company pursuant to the
                Plan.

            


    

     

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

            


    

     

    (i)  In
      the
      case where there is an employment, change in control or similar agreement in
      effect between Grantee and the Company or any Subsidiary 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 Grantee and the Company or any Subsidiary, or where there is
      such
      an agreement but the agreement does not define “cause” (or similar words), the
      termination of Grantee’s employment due to:

     

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

     

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

     

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

     

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

     

    
      	 	
              “Retired
                from the Industry” with respect to a Grantee means the Grantee has retired
                from the Company and all Subsidiaries under circumstances that constitute
                Special Retirement and Grantee (A) 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 a Subsidiary), 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 (B) certifies to the
                Company, at such times and in such manner as the Committee may require,
                that since Grantee’s retirement, Grantee has not performed any such
                services.

            


    

     

      Special
      Provisions Applicable to Restricted Share Units.
      In the
      event the Restricted Stock Award Certificate expressly provides that the Award
      is an award of Restricted Share Units, then the provisions of the Plan
      applicable to Restricted Share Units shall apply to this Award and foregoing
      provisions of this Agreement shall be interpreted and applied within the context
      of a Restricted Share Unit Award, which interpretation and application shall,
      among other things, reflect the following:

     

    
      	 	
              The
                Award hereunder shall be an award of Restricted Share Units (“Units”).
                When payable, each Unit will be converted to and paid in shares of
                Common
                Stock.

            


    

     

    
      	 	
              Provided
                Grantee has become vested in accordance with Section 5 above, the
                Units
                will become payable on the earlier of: (i) date set forth on the
                Restricted Stock Award Certificate; (ii) the termination of the Restricted
                Period due to the Grantee’s death; or (ii) the termination of the
                Restricted Period upon a Change in Control, provided such Change
                in
                Control is a change in ownership or change in effective control that
                qualifies as a payment event under Code Section 409A and any applicable
                proposed or final regulations and other published guidance relating
                thereto (collectively “Section
                409A”).

            


    

     

    
      	 	
              Grantee
                will not have any voting rights with respect to the Units, but will
                be
                entitled to receive dividends paid with respect to a corresponding
                number
                of shares of Common Stock as contemplated by Section 3
                above.

            


    

     

    
      	 	
              It
                is intended that the Units and exercise of authority or discretion
                hereunder shall comply with Code Section 409A so as not to subject
                Grantee
                to the payment of any interest or additional tax imposed under Section
                409A. In furtherance of this intent, to the extent that any United
                States
                Department of the Treasury regulations, guidance, interpretations
                or
                changes to Section 409A would result in Grantee becoming subject
                to
                interest and additional tax under Section 409A of the Code, the Company
                and Grantee agree to amend this Award Agreement to bring the Units
                into
                compliance with Section 409A.

            


    

     

    [Signature
      Page Follows]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              PRIVATEBANCORP,
                INC.

               

              By:  

               

              Name:  

               

              Title:
                  

               

            
	 	
              GRANTEE

              Signature

               

              Print
                Name

               

            


    

    


    



    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    Grant
      DateNumber
      of
      Shares

     

    


     

    ______________________________

     

    PRIVATEBANCORP,
      INC.

     

    RESTRICTED
      STOCK AWARD CERTIFICATE

     

    THIS
      CERTIFIES THAT ___________________________________ has been awarded [Restricted
      Share Units payable in]1 
      ______
      shares of Common Stock, without par value, of PRIVATEBANCORP, INC., subject
      to
      the terms and conditions of this Restricted Stock Award Certificate, the related
      Restricted Stock Award Agreement of even date herewith and the PrivateBancorp,
      Inc. Incentive Compensation Plan.

     

    Except
      as
      may be otherwise provided in the Restricted Stock Award Agreement or the
      Incentive Compensation Plan, the restrictions applicable to shares awarded
      hereunder shall lapse as to all or a portion of the number of shares set forth
      above, and such shares shall vest, as follows:

     

    
      	
              On
                and After the Following

               

              Dates

               

            	
              Maximum
                Percentage

               

            
	
              Fifth
                anniversary of ________________
                [date of grant]

               

            	
              100%

               

            


    

    


    IN
      WITNESS WHEREOF, PRIVATEBANCORP, INC. has caused this Restricted Stock Award
      Certificate to be signed by its duly authorized officer this ___ day of
      __________, 20__.

     

    
      	 	
              By: 

               

              Its: 

               

            


    

    


    


    

      

      
        1 Include
          bracketed language to award Restricted Share Units instead of shares of
          Restricted Stock.

         

      

    


    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    ASSIGNMENT
      SEPARATE FROM CERTIFICATE

     

    FOR
      VALUE
      RECEIVED, I, ______________________, hereby assign and transfer unto
      _______________________ _______________ (_______) shares of the Common Stock
      of
      PrivateBancorp, Inc. (the “Company”) in my name on the books of the Company
      represented by Certificate No. __.

     

    I
      do
      hereby irrevocably constitute and appoint _____________________________ as
      my
      attorney-in-fact to transfer the said stock on the books of the within named
      Company with full power of substitution in the premises. By execution hereof,
      I
      represent that such shares now stand in my name on the books of the
      Company.

     

    
      	 	 
	
              Printed
                Name:  

            	 


    

    


    Dated
      as
      of _______ __, 20__.

    


    


    IN
      THE
      PRESENCE OF

    


     

     

    


    



    
      
        
          
            	 	 	 


          

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    BENEFICIARY
      DESIGNATION FORM FOR RESTRICTED STOCK

     

    Restricted
      Stock Award Agreement(s) (the “Restricted Stock Award(s)”) dated (fill in
      Restricted Stock Award Dates):

     

                                                                                          

                                                                                          

                                                                                          

     

    You
      may
      designate a primary beneficiary and a secondary beneficiary to whom rights
      under
      your Restricted Stock Award Agreements will pass in the event of your death.
      You
      may name more than one person as a primary or secondary beneficiary. For
      example, you may wish to name your spouse as primary beneficiary and your
      children as secondary beneficiaries. Your secondary beneficiary(ies) will have
      no rights with respect to your Restricted Stock Award(s) if any of your primary
      beneficiaries survive you. All primary beneficiaries will have equal rights
      with
      respect to your Restricted Stock Award(s) unless you indicate otherwise. The
      same rule applies for secondary beneficiaries.

     

    Designate
      Your Beneficiary(ies):

     

    Primary
      Beneficiary(ies) (give name, address and relationship to you):                                                                                                                                                                                                                                                                                                                                                                                                                                             

    


    Secondary
      Beneficiary(ies) (give name, address and relationship to you):                                                                                                                                                                                                                                                                                                                                                                                                                                         

    


    I
      certify
      that my designation of beneficiary set forth above is my free act and deed
      and
      acknowledge that when effective it will revoke any prior designation I may
      have
      made with regard to the Restricted Stock Award(s) set forth above.

     

    
      	 	 
	
              Printed
                Name:  

            	 


    

    


    Dated
      as
      of _______ __, 20__.

    


     

    This
      Beneficiary Designation Form for Restricted Stock shall be effective on the
      day
      it is received by the Chief Financial Officer (or his designee) of the Company
      at 70 West Madison Street, Chicago, Illinois 60602. This Form shall be (i)
      delivered to the Chief Financial Officer (or his designee) by personal delivery,
      facsimile, United States mail or by express courier service, and (ii) deemed
      to
      be received upon personal delivery, upon confirmation of receipt of facsimile
      transmission or upon receipt by the Chief Financial Officer (or his designee)
      if
      by United States mail or express courier service; provided, however, that if
      this Form is not received during regular business hours, it shall be deemed
      to
      be received on the next succeeding business day of the Company.

     

    RECEIVED
      AND ACKNOWLEDGED:

     

    
      	 	
              PRIVATEBANCORP,
                INC.

               

               

              By:   

               

              Name:    

               

              Title:
                Chief Financial Officer or a Duly   Authorized
                Designee