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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. 2007 Long-Term
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 employment with the Company and all Affiliates.
(c) “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.
(d) “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).
(e) “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).
(f) “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.
(g) “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.
(h) “Termination Date” means the date on which a
Resignation, Termination or Termination For Cause occurs.
(i) “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: (1) The commission
by Optionee, as reasonably determined by the Committee, of any
theft, embezzlement or felony against the Company or any
Affiliates; (2) 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; (3) 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 (4) 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),
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. 3. 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. 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 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 re
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