Form of Director Stock Option Agreement



 EXHIBIT 10.30 
  
 (Non-Qualified Stock Option for Directors) 
  

 
 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 a non-qualified stock 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: 
  
 1. Definitions. For the purposes of this Agreement: 
  
 (a) “Affiliate” means the Company and any other direct or indirect subsidiary of the Company. 
  
 (b) “Resignation” means Optionee’s
relinquishment of directorship with the Company and all Affiliates. 
  
 (c) “Retirement” means any Resignation or Termination of directorship with the Company and all Affiliates, other than due to death or Termination for Cause, (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. 
  
 (d) “Termination” means a termination of the directorship of Optionee by the Company and all of its Affiliates for any reason,
other than Resignation or 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 death. 
  
 (e) “Termination Date” means the date on which a
Resignation, Termination or Termination For Cause occurs. 
  
 (f) “Termination For Cause” means a termination of the directorship of Optionee by the Company or any Affiliate due to: 
  
 (i) The commission by Optionee, as reasonably determined by the Committee, of any theft, embezzlement or
felony against the Company or any Affiliates; 
  
 (ii) 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; 







 (iii) The commission of an intentional act by Optionee in the performance of
Optionee’s duties as a director 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 
  
 (iv) The habitual drunkenness or drug
addiction of Optionee, as reasonably determined by the Committee. 
  
 2. 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), 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, subject to any adjustment as provided in the Plan. The Option granted hereunder is not intended to be an “incentive stock option” within the meaning of Section 422 of the Code. 
  
 3. Term of Option. 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 exercisable at such times and as to such number of
shares as determined on the schedule set forth on the Stock Option Certificate. Upon and after a Change in Control, Optionee shall be entitled to exercise the Option in whole or in part with respect to all of the shares covered thereby. 

 
 4. Method of Exercise. 
  
 (a) 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 Ten North Dearborn 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. 
  
 (b) The Exercise Notice shall be accompanied by the Stock Option Certificate. 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; or (iv) by a combination of
the methods described in (i), (ii) and (iii) above. Optionee shall also pay the amount, in cash, of any federal, state, or 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
determined by applying Optionee’s marginal 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. 
  

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 5. 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. 
  
 6. Effect of Termination of Directorship, Employment or Other Relationship. The Option, to the extent not theretofore exercised, shall terminate on
Optionee’s Termination Date, except that: 
  
 (a) in the event a Termination Date occurs due to Optionee’s Resignation or Termination (other than in circumstances described in paragraphs (b) or (c) 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; 
  
 (b) in the event a Termination Date occurs under circumstances that constitute Optionee’s 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; 
  
 (c) 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 
  
 (d) in the event of Optionee’s death during the 90-day or three-year period described in paragraphs (a) and (b) above, respectively,
Optionee’s personal representative may, during the one-year period (or if longer, the remainder of the three-year period, 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. 
  

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 7. Effect of Termination for Cause. 
  
 (a) 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. 
  
 (b) 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 therefor by Optionee. 
  
 (c) 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. 
  
 (d) 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. 
  
 8. 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. 
  
 9. 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.

  
 10. 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. 
  

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 11. 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.

  
 12. 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. 
  
 13. 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. 
  
 14. 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. 
  
 15. 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.

  
 16. Rights of Directorship. 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 as a director of the Company. 
  
 [Signature Page Follows] 
  

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

			
	PRIVATEBANCORP, INC.
		
	By:	 	 
		
	Its:	 	 
	
	OPTIONEE
	
	 



			
	Printed Name:	 	 


  

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	Certificate Number	 	 	 	Number of Shares
	 	 	 	 	 

  
 PRIVATEBANCORP, INC.

  
 STOCK OPTION CERTIFICATE 
  
 THIS CERTIFIES THAT
                                        
has been awarded a NON-QUALIFIED 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 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 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

		
	 December 31, 20    
	 	                    100%

  
 IN WITNESS WHEREOF,
PRIVATEBANCORP, INC. has caused this Stock Option Certificate to be signed by its duly authorized officer this          day of
                        , 20    . 
  

			
		
	By:	 	 
		
	Its:	 	 


  

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