Common use of TARP Compliance Clause in Contracts

TARP Compliance. Notwithstanding anything in this Agreement or in any compensation plan, program, agreement or arrangement maintained by the Employer which covers Executive or to which Executive is a party or in which Executive participates whether as of the date hereof, or which may become applicable to Executive hereinafter (each such plan, program or arrangement a “Compensation Plan”), to the extent any payment or award granted pursuant to this Agreement or any Compensation Plan is or becomes subject to Section 111 of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”) or any (“ARRA”) or any subsequent or similar legislation, and any regulations or interpretations that have been or may from time to time be promulgated thereunder, including, but not limited to the Interim Final Rule issued by the U.S. Treasury Department on June 15, 2009 (all such legislation, regulations and interpretations, and any amendments or modifications thereof, collectively (“EESA”), then (a) any such payment or award shall comply with EESA, and (b) this Agreement and any such Compensation Plan shall be deemed amended to the extent necessary and shall be and interpreted to comply with EESA. In addition, the terms set forth in this Agreement and each Compensation Plan are subject to any applicable conditions, limitations or restrictions that may be imposed by any governmental or regulatory authority, including but not limited to the FDIC or other federal or state regulator (any such provisions, “Regulatory Restrictions”). If the making of any payment or award pursuant to this Agreement or any Compensation Plan would violate EESA or any Regulatory Restrictions, or if the making of such payment or award may in the judgment of the Employer limit or adversely impact the ability of the Company, Bank or any subsidiary to participate in, or the terms of the Company’s Bank’s or any such subsidiary’s participation in, the Troubled Asset Relief Program or the Capital Purchase Program, or to qualify for or participate in any other relief under EESA, Executive shall be deemed to have waived Executive’s right to such payment or award and this Agreement and each such affected Compensation Plan shall be deemed to be amended to effectuate such waiver such that no obligation on the part of the Employer to pay or provide the waived compensation shall occur. Notwithstanding any provision of this Agreement or any Compensation Plan to the contrary, to the extent required by EESA, any payment or award provided for herein or any such Compensation Plan is subject to forfeiture or repayment if such payment or award is based on performance metrics that are materially inaccurate or would violate any other provisions of EESA, and Executive agrees to such forfeiture and to repay such amounts within 15 days of receipt of notice from the Employer that such forfeiture or repayment is required.

TARP Compliance. Notwithstanding anything in this Agreement or Amendment Agreement, the Performance Share Award, in any other award agreement under the Strategic LTIP, 2007 LTIP or the any other compensation plan, program, agreement employment agreement, term sheet or arrangement maintained by the Employer Company which covers Executive Grantee or to which Executive Grantee is a party or in which Executive participates whether as of the date hereofGrantee participates, or which may become applicable to Executive hereinafter Grantee hereafter (each such plancollectively, program or arrangement a including this Amendment Agreement, the “Compensation PlanArrangements”), each provision of each of the Compensation Arrangements is amended and any amounts which may become vested or payable thereunder are hereby amended and modified to the extent necessary for the Company to comply with any payment or award granted pursuant to this Agreement or any Compensation Plan is or becomes subject to Section 111 requirements of the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Reconstruction Act of 2009 (“ARRA”) or any (“ARRA”) and/or the TARP Capital Purchase Program, or any subsequent or similar legislationlegislation or regulatory requirements applicable to the Company, and any regulations regulations, interpretations or interpretations guidance that have has been or may from time to time be promulgated thereunder, includingin each case as may be in effect on the date hereof and as may be amended, replaced or supplemented at any time and from time to time hereafter (any and all such requirements collectively, the “TARP Requirements”) which are or may become applicable to the Company or Grantee. The TARP Requirements apply to the Company’s senior executive officers and up to 25 of the Company’s most highly compensated employees and include, but are not limited to to, provisions prohibiting the Interim Final Rule issued by Company from making or providing any severance, change in control or other “golden parachute payments” or “tax gross-ups,” providing the U.S. Treasury Department on June 15, 2009 Company may in certain circumstances recover (all such legislation, regulations and interpretations“clawback”) bonus or incentive compensation paid, and any amendments precluding bonus and incentive arrangements that encourage unnecessary or modifications thereofexcessive risks that threaten the value of the Company or encourage the manipulation of earnings, collectively (“EESA”), then (a) any such payment or award shall comply with EESA, in each case within the meaning of the TARP Requirements and (b) this Agreement and any such Compensation Plan shall be deemed amended only to the extent necessary and shall be and interpreted to comply with EESA. In addition, the terms set forth in this Agreement and each Compensation Plan are subject to any applicable conditions, limitations or restrictions that may be imposed by any governmental or regulatory authority, including but not limited to the FDIC or other federal or state regulator (any such provisions, “Regulatory Restrictions”)Company and Grantee. If any vesting of any award or the making or providing of any payment or award benefit pursuant to this Agreement or any Compensation Plan would Arrangement shall violate EESA or any Regulatory Restrictionsthe TARP Requirements, or if the making of such payment or award may in the judgment of the Employer limit or adversely impact the ability of the Company, Bank or any subsidiary to participate in, or the terms of the Company’s Bank’s or any such subsidiary’s participation in, the Troubled Asset Relief Program or the Capital Purchase Program, or to qualify for or participate in any other relief under EESA, Executive Grantee shall be deemed to have waived ExecutiveGrantee’s right to such vesting, payment or award benefit, shall promptly repay any such amount to the Company upon request and this Agreement and each such affected the Compensation Plan Arrangement shall be deemed to be amended to effectuate such waiver such or obligation to repay such that no obligation on the part of the Employer Company to pay or provide the waived compensation amount shall occur. Notwithstanding Grantee agrees to execute such documents, agreements or waivers, if any, as the Company deems necessary or appropriate to effect such amendments to the Compensation Arrangements to satisfy the TARP Requirements or to facilitate the participation of the Company in the TARP Capital Purchase Program or any provision other programs under TARP. For purposes of this Agreement or Section 4, references to “Company” means PrivateBancorp, Inc. and any Compensation Plan to entities treated as a single employer with PrivateBancorp, Inc. under the contrary, to the extent required by EESA, any payment or award provided for herein or any such Compensation Plan is subject to forfeiture or repayment if such payment or award is based on performance metrics that are materially inaccurate or would violate any other provisions of EESA, and Executive agrees to such forfeiture and to repay such amounts within 15 days of receipt of notice from the Employer that such forfeiture or repayment is requiredTARP Requirements.