November 14, 2007 Mr. Jay B. Williams PrivateBancorp, Inc. 70 West Madison Suite 200 Chicago, Illinois 60602 Dear Jay:Privatebancorp, Inc • February 29th, 2008 • State commercial banks
Please find enclosed a term sheet agreement setting forth the terms of your employment and going forward compensation with PrivateBancorp, Inc. (“PrivateBancorp”) and The PrivateBank – Wisconsin (“PrivateBank (Wisconsin)”). This term sheet agreement will replace your existing employment agreement with PrivateBancorp, dated August 6, 2005, upon your acceptance by signature below. As we discussed, your future compensation includes a significant equity award.
FORM OF PRIVATEBANCORP, INC. NONQUALIFIED INDUCEMENT TIME-VESTED STOCK OPTION AGREEMENTVested Stock Option Agreement • February 29th, 2008 • Privatebancorp, Inc • State commercial banks
As an inducement to the undersigned Optionee (“Optionee”) to accept an offer of employment with the Company, this Nonqualified Inducement 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 Optionee. Except as otherwise indicated or defined in Section 1 hereof, all words with initial capitals shall have the same meaning as ascribed to them in the PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan (the “Plan”). Optionee acknowledges receipt of a copy of the Plan.
THIRD AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION AND PRIVATEBANCORP, INC. Third Amendment dated as of December 31, 2007 Second Amendment dated as of April 3, 2007 First Amendment dated as...Loan and Subordinated Debenture Purchase Agreement • February 29th, 2008 • Privatebancorp, Inc • State commercial banks • Illinois
This THIRD AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (“Third Amendment”), dated as of December 31, 2007, is entered into by and between PRIVATEBANCORP, INC., a Delaware corporation (“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“Lender”).
FORM OF PRIVATEBANCORP, INC. INDUCEMENT PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • February 29th, 2008 • Privatebancorp, Inc • State commercial banks
As an inducement to the undersigned Grantee (“Grantee”) to accept an offer of employment with the Company, this Inducement Performance Share 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 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. Strategic Long-Term Incentive Compensation Plan (the “Plan”). Grantee acknowledges receipt of a copy of the Plan.
FORM OF PRIVATEBANCORP, INC. NONQUALIFIED INDUCEMENT PERFORMANCE STOCK OPTION AGREEMENTInducement Performance Stock Option Agreement • February 29th, 2008 • Privatebancorp, Inc • State commercial banks
As an inducement to the undersigned Optionee (“Optionee”) to accept an offer of employment with the Company, this Nonqualified Inducement 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 Optionee. Except as otherwise indicated or defined in Section 1 hereof, all words with initial capitals shall have the same meaning as ascribed to them in the PrivateBancorp, Inc. Strategic Long-Term Incentive Compensation Plan (the “Plan”). Optionee acknowledges receipt of a copy of the Plan.
Mr. Dennis L. Klaeser PrivateBancorp, Inc. 70 West Madison Suite 200 Chicago, Illinois 60602 Dear Dennis:Privatebancorp, Inc • February 29th, 2008 • State commercial banks
Please find enclosed a term sheet agreement setting forth the terms of your employment and going forward compensation with PrivateBancorp, Inc. (“PrivateBancorp”). This term sheet agreement will replace your existing employment agreement with PrivateBancorp, dated October 1, 2003, upon your acceptance by signature below. As we discussed, your future compensation includes a significant equity award.
SECOND AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION AND PRIVATEBANCORP, INC. Second Amendment dated as of April 3, 2007 First Amendment dated as of December 12, 2006 Original Loan Agreement...Loan and Subordinated Debenture Purchase Agreement • February 29th, 2008 • Privatebancorp, Inc • State commercial banks • Illinois
December 14, 2007Privatebancorp, Inc • February 29th, 2008 • State commercial banks
This offer has been approved by the Board of PrivateBancorp and will remain open for your acceptance until 5:00 p.m. (C.S.T.) December 28, 2007. 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, the special retention performance share unit award that was granted on November 1, 2007 will be forfeited and you will not be entitled to enhanced vesting and exercise protections under the special retention performance stock option and time-vested stock option awards; your 37,500 share succession restricted stock unit award is not subject to that condition. You may return this offer letter to the following confidential fax (ATT: Chris Zinski, General Counsel) at 312.683.1493.
