ASSOCIATED BANC-CORP
1999 LONG-TERM INCENTIVE STOCK PLAN
Effective July 28, 1999
Amended and Restated Effective January 1, 2008
ASSOCIATED BANC-CORP
1999 LONG-TERM INCENTIVE STOCK PLAN
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Page
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Establishment
and Purpose
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1
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Definitions
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1
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Eligibility and
Participation
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3
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Administration
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3
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Stock Subject
to the Plan
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4
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Duration of the
Plan
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5
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Terms of Stock
Options
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5
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Written Notice,
Issuance of Stock Certificates, Stockholder Privilege
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6
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Termination of
Employment or Services
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7
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Rights of
Optionees
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8
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Amendment,
Modification and Termination of the Plan
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8
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Acquisition,
Merger and Liquidation
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8
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Securities
Registration
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10
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Tax
Withholding
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10
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Indemnification
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10
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Requirements of
Law
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11
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i
ASSOCIATED BANC-CORP
1999 LONG-TERM INCENTIVE STOCK PLAN
Article I. Establishment and
Purpose
1.1
Establishment . Associated Banc-Corp, a Wisconsin
corporation (the “Company”), hereby establishes a stock
option plan, and amended and restated it effective January 1,
2008, for employees and others providing services to the Company,
as described herein, which shall be known as the Associated
Banc-Corp 1999 Long-Term Incentive Stock Plan (prior to
January 1, 2008, the Associated Banc-Corp 1999 Non-Qualified
Stock Option Plan) (the “Plan”). It is intended that
the Options issued pursuant to the Plan will constitute
nonstatutory Options.
1.2 Purpose
. The purpose of the Plan is to provide a means for the Company to
retain competent personnel and to provide to participating
directors, officers and other employees long term incentives for
high levels of performance by providing them with a means to
acquire a proprietary interest in the Company’s
success.
2.1
Definitions . For purposes of this Plan, the following terms
shall be defined as follows:
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(a)
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“Board” means the Board
of Directors of the Company.
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(b)
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“Code” means the
Internal Revenue Code of 1986, as amended from time to time, and
any successor thereto.
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(c)
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“Commission” means the
Securities and Exchange Commission or any successor
agency.
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(d)
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“Committee” means the
Compensation and Benefits Committee of the Board.
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(e)
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“Company” means
Associated Banc-Corp, a Wisconsin corporation.
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(f)
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“Date of Exercise” means
the date the Company receives notice, by an Optionee, of the
exercise of an Option pursuant to section 8.1 of this Plan. Such
notice shall indicate the number of shares of Stock the Optionee
intends to purchase upon exercise of an Option.
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(g)
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“Employee” means any
person, including an officer or director of the Company, who is
employed by the Company.
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(h)
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“Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, and
any successor thereto.
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(i)
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“Fair Market Value”
means the fair market value of Stock upon which an Option is
granted under this Plan, as determined by the Board. If the Stock
is traded on an over-the-counter securities market or national
securities exchange, “Fair Market Value” shall mean an
amount equal to the average of the highest and lowest reported
sales prices of the Stock reported on such over-the-counter market
or such national securities exchange on the applicable date or, if
no sales of Stock have been reported for that date, on the next
preceding date for which sales where reported.
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(j)
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“IRS” means the Internal
Revenue Service, or any successor agency.
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(k)
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“Option” means the
right, granted under this Plan, to purchase Stock of the Company at
the Option price for a specified period of time.
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(l)
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“Optionee” means an
Employee holding an Option under the Plan.
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(m)
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“Permanent Disability”
means a finding by the Committee that the Optionee is fully and
permanently unable to be gainfully employed because of a physical
or mental disability.
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(n)
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“Qualified Director”
means a director who is both (a) a “Non-Employee
Director” as defined in Rule 16b-3(b)(3)(i), as
promulgated by the Commission under the Exchange Act, or any
successor definition adopted by the Commission, and (b) an
“Outside Director” as defined by section 162(m) of
the Code and the regulations promulgated thereunder, or any
successor definition adopted by the IRS.
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(o)
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“Retirement” means any
date on which an Optionee retires under the Company’s Profit
Sharing & Retirement Savings Plan provided, however, that the
Optionee has attained age 55 as of such date.
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2
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(p)
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“Rule 16b-3” means
Rule 16b-3, as promulgated by the Commission under Section
16(b) of the Exchange Act, as amended from time to time.
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(q)
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“Stock” means the Common
Stock of the Company.
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2.2 Gender and
Number . Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the
feminine gender and the definition of any term herein in the
singular shall also include the plural.
Article III. Eligibility and
Participation
3.1 Eligibility
and Participation . All Employees are eligible to participate
in this Plan and receive Nonstatutory Options. Optionees in the
Plan shall be selected by the Committee from among those Employees
who, in the opinion of the Committee, are in a position to
contribute materially to the Company’s continued growth and
development and to its long-term financial success.
Article IV.
Administration
4.1
Administration . The Committee shall be responsible for
administering the Plan.
The
Committee is authorized to interpret the Plan, to prescribe, amend,
and rescind rules and regulations relating to the Plan, to provide
for conditions and assurances deemed necessary or advisable to
protect the interests of the Company, and to make all other
determinations necessary or advisable for the administration of the
Plan, but only to the extent not contrary to the express provisions
of the Plan. Determinations, interpretations or other actions made
or taken by the Committee pursuant to the provisions of this Plan
shall be final and binding and conclusive for all purposes and upon
all persons.
The
members of the Committee may be directors who are eligible to
receive Options under this Plan, but Options may be granted to such
persons only by action of the full Board and not by action of the
Committee.
The
Committee shall have full power and authority, subject to the
limitations of the Plan and any limitations imposed by the Board,
to construe, interpret and administer this Plan and to make
determinations which shall be final, conclusive and binding upon
all persons, including, without limitation, the
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Company, the
stockholders, the directors and any persons having any interests in
any Options which may be granted under this Plan and, by resolution
providing for the creation and issuance of any such Option, to fix
the terms upon which, the time or times at or within which, and the
price or prices at which any such shares may be purchased from the
Company upon the exercise of such Option, which terms, time or
times and price or prices shall, in every case, be set forth or
incorporated by reference in the instrument or instruments
evidencing such Option, and shall be consistent with the provisions
of the Plan.
The
Board may remove the Committee as Administrator of the Plan at any
time. In the event of such removal, the Board may serve as
Administrator or appoint an independent administrative committee
composed of at least two Qualified Directors to administer the
Plan. Vacancies on the Committee, howsoever caused, shall be filled
by the Board. A majority of the Committee at which a quorum is
present, or acts reduced to or approved in writing by all of the
members of the Committee, shall be the valid acts of the Committee.
For purposes of this Plan, a quorum shall consist of two-thirds of
the members of the Committee. No member of the Board or the
Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under
it.
4.2 Special
Provisions for Grants to Officers or Directors .
Rule 16b-3 provides that the grant of a stock option to a
director or officer of a company subject to the Exchange Act will
be exempt from the provisions of Section 16(b) of the Exchange Act
if the conditions set forth in Rule 16b-3 are satisfied.
Unless otherwise specified by the Board, grants of Options
hereunder to individuals who are officers or directors of the
Company for purposes of Section 16(b) of the Exchange Act shall be
made in a manner that satisfies the conditions of
Rule 16b-3.
Article V. Stock Subject to the
Plan
5.1 Number
. The total number of shares of Stock hereby made available and
reserved for issuance under the Plan shall be 2,000,000. The
aggregate number of shares of Stock available under this Plan shall
be subject to adjustment as provided in section 5.2. The total
number of shares of Stock will be newly-issued shares specifically
issued for the Plan. However, the Board may also approve authorized
but unissued shares of Stock, or shares acquired by purchase as
directed by the Board from time to time in its
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