EXHIBIT 2.4
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FORM OF
STOCK TRANSFER RESTRICTION AGREEMENT
This Stock Transfer Restriction Agreement dated as of __________, 1999 (the
"Agreement"), is entered into by and between _______________ ("Stockholder") and
PrivateBancorp, Inc. ("Private").
W I T N E S S E T H
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WHEREAS, Private, a Delaware corporation, and Towne Square Financial
Corporation, a Delaware corporation ("TSFC"), and the Stockholders of TSFC have
entered into an Agreement and Plan of Reorganization dated as of June 24, 1999
(the "Merger Agreement") providing, among other things, for the acquisition by
Private of all of the outstanding common stock of TSFC (the "Merger");
WHEREAS, Stockholder is entitled to receive certain shares of Private
common stock pursuant to the Merger Agreement as consideration for his shares of
TSFC common stock (the "Shares").
NOW, THEREFORE, in consideration of, and as a condition to, Private
entering into the Merger Agreement, and in consideration of the premises and the
mutual covenants, representations, warranties and agreements herein contained,
Stockholder and Private agree as follows:
1. Restrictions on Transfer for One Year. Stockholder agrees not to sell,
assign, pledge, or otherwise transfer or encumber in any manner by any means
whatsoever 54.5% shares of Private common stock which he shall hereafter acquire
pursuant to the Merger Agreement for a period of one (1) year following the
Effective Time (as defined in the Merger Agreement) of the Merger.
2. Restrictions on Transfer for Three Years. Stockholder agrees not to
sell, assign, pledge, or otherwise transfer or encumber in any manner by any
means whatsoever 45.5% shares of Private common stock which he shall hereafter
acquire pursuant to the Merger Agreement for a period of three (3) years
following the Effective Time (as defined in the Merger Agreement) of the Merger.
3. Involuntary Transfer Upon Death. The restrictions set forth in
Sections 1 and 2 above shall not apply in the event of an involuntary transfer
upon Stockholder's death so long as the transferee of Stockholder's shares of
Private common stock shall enter into an agreement containing similar terms as
the Agreement prior to such transfer.
4. Legend of Certificates. Each certificate representing the Shares
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issued pursuant to the Merger Agreement shall bear the following legend:
The shares of stock represented by this Certificate are
subject to, and are transferable only upon compliance with,
the provisions of the Stock Transfer Restriction Agreement
dated , 1999, as the same may be amended from time to time,
by and between PrivateBancorp, Inc. and the registered
holder hereof, a copy of which is on file in the office of
the Secretary of PrivateBancorp, Inc. (the "Agreement"). The
Agreement provides, among other things, a restriction on the
transfer of the shares of stock.
5. Termination. This Agreement and all restrictions on the transfer of
Shares created hereby shall terminate upon the execution of a written agreement
by and between Stockholder and Private providing for such termination. Private
shall provide stockholder or his permitted transferee with certificates
representing the shares, without the legend set forth in Section 4, upon the
expiration of the restrictive provisions of Section 1 or 2 hereof and on the
termination of the Agreement pursuant to this Section 5, as the case may be.
6. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered, telegraphed or mailed by certified or registered mail, charges
prepaid,
a. if to Private, to:
PrivateBancorp, Inc.
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Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
b. if to Stockholder, to Stockholder's last address appearing on the
books of Private;
or to such other address or addresses as Stockholder or the Company shall
communicate in writing to the other.
7. Partial Invalidity. If any term or provision of this Agreement, or the
application thereof to any person or circumstance, shall to any extent be
invalid or unenforceable, as finally determined by a court of competent
jurisdiction, the remainder of this Agreement or the application of such term or
provisions to persons or circumstances other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforced to the fullest extent
permitted by law.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.
9. Amendment. This Agreement can be amended or modified from time to
time only by a written instrument signed by Stockholder and a duly authorized
officer of Private.
10. Remedies for Breach. The Shares are unique property and Private shall
have the remedies which are available to it for the violation of any of the
terms of this Agreement, including, but not limited to, the equitable remedy of
specific performance.
11. Effect of Termination. The termination of this Agreement for any
reason shall not affect any right or remedy existing hereunder prior to the
effective date of the termination hereof.
12. Binding Effect. This Agreement is binding upon and inures to the
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benefit of Private, its successors and assigns, and to Stockholder, and
Stockholder's successors and assigns.
IN WITNESS WHEREOF, the parties have executed the Stock Restriction
Agreement on the date first written above.
STOCKHOLDER
_____________________________________
PRIVATEBANCORP, INC.
By:__________________________________
Its:_________________________________