CPP Senior Executive Officer
Agreement
Under the TARP Capital Purchase Program
PrivateBancorp,
Inc.
PrivateBancorp,
Inc. (“Company”) proposes to enter into a letter
agreement with the United States Department of Treasury
(“UST”) as part of the Company’s participation in
the UST’s TARP Capital Purchase Program (“CPP”).
The letter agreement incorporates therein a Securities Purchase
Agreement — Standard Form (“UST Purchase
Agreement”) providing for the purchase (the
“Purchase”) and receipt by the UST of preferred stock
and warrants of the Company (such preferred shares, warrants, and
if applicable, any common stock issued upon exercise of the
warrants, the “Purchased Securities”).
In order for the
Company to participate in the CPP and as a condition to the closing
of the Purchase in the Company contemplated by the UST Purchase
Agreement, the Company is required to take certain actions and
adopt certain standards relating to the compensation of its senior
executive officers (as defined below) and to make certain changes
to certain compensation arrangements applicable to its senior
executive officers.
The Company has
determined that you are or may become a senior executive officer
for purposes of the CPP. To comply with these requirements, and in
consideration of the benefits that you will receive as an employee,
officer and/or stockholder of the Company as a result of the
Company’s participation in the CPP, you agree as
follows:
|
|
(A)
|
|
No Golden Parachute
Payments .
The Company is prohibited from making any golden parachute payment
(as defined below) to you during any “CPP Covered
Period.” The “CPP Covered Period” is any period
during which the UST holds any Purchased Securities. The Company
shall work with you between the date hereof and December 31,
2008 in order to determine the potential payments and benefits
which may be subject to the foregoing limitations and, if
necessary, to determine the order in which such payments and
benefits would be reduced, if necessary.
|
|
|
|
|
|
|
|
(B)
|
|
Clawback of Bonus and Incentive
Compensation . Any bonus or incentive
compensation payments to you during a CPP Covered Period are
subject to recovery or “clawback” by the Company if
such payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric,
all within the meaning of and to the extent required by Section
111(b) of the EESA and CPP Guidance (as defined below).
|
|
|
(C)
|
|
Amendment of Compensation
Arrangements . Each of the Company’s
compensation, bonus, incentive and other benefit plans, programs,
arrangements and agreements pursuant to which you are or may became
entitled to payments in the nature of compensation from the Company
or any of its subsidiaries (including, without limitation any
employment agreement, letter agreement, term sheet, stock option,
restricted stock, performance share or other equity-based
compensation agreement, deferred compensation plan, or severance
plan) (collectively, “Compensation Arrangements”) is
amended if and to the extent necessary to give effect to the
provisions of clauses (A) and (B) above and as required
under the UST Purchase Agreement.
|
|
|
|
|
|
|
|
(D)
|
|
Avoidance of Incentives Encouraging
Unnecessary and Excessive Risks . The CPP requires the C
|
|
