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PVTB > SEC Filings for PVTB > Form 8-K on 30-Dec-2011All Recent SEC Filings

Show all filings for PRIVATEBANCORP, INC

Form 8-K for PRIVATEBANCORP, INC


30-Dec-2011

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ATTANGEMENTS OF CERTAIN OFFICERS

On December 29, 2011, the Compensation Committee (the "Committee") of the Board of Directors of PrivateBancorp, Inc. (the "Company") approved changes to the vesting schedules of certain equity awards previously made to Kevin Killips, Chief Financial Officer, and Bruce Lubin, President, Illinois Commercial Banking, to ensure that the vesting of such awards would comply with restrictions on incentive compensation applicable to certain of the most highly compensated employees of companies that received funding under the Capital Purchase Program of the federal Troubled Asset Relief Program ("TARP"). Among other requirements, the TARP rules generally prohibit the Company from paying or accruing incentive bonuses (except for TARP-compliant restricted stock) to its five most highly compensated employees as calculated for purposes of the TARP rules ("MHCEs"). While neither of these two executives was considered an MCHE when the equity awards were made in early 2011, the reported changes are being made because the Company currently anticipates that it is likely they will be among the MCHEs for 2012.

For Mr. Lubin, the amended awards include a total of 17,165 shares of restricted stock and options to purchase, at $14.99 per share, 23,103 shares of the Company's common stock which he was awarded as part of the Company's 2010 annual incentive bonus program and the 2011 long-term incentive program. For Mr. Killips, the amended awards include 11,341 shares of restricted stock and options to purchase, at $14.99 per share, 24,547 shares of the Company's common stock which he was awarded under the 2011 long-term incentive program. These options and restricted shares were scheduled to vest in three equal annual installments beginning on the first anniversary of their respective grant dates.

In approving the amended vesting schedules, the Committee took into account, among other things, the contribution of Messrs. Killips and Lubin to the Company during 2011 and its desire to continue to align their interests with shareholder interests by retaining the intended incentivizing purpose of these options and restricted shares. The amendments provide for (1) acceleration of the vesting dates of the options so that they vested 100% on December 29, 2011 and (2) restructuring of the restricted stock to be TARP-compliant by pushing back the first vesting tranche of the restricted shares so that they will vest two-thirds on the second anniversary of their respective 2011 grant dates and one-third on the third anniversary. These actions will not create additional expense for financial statement purposes related to the previous awards, although the expense recognition related to the option awards will be accelerated and included in 2011 results.


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