ASSOCIATED BANC-CORP
CASH INCENTIVE COMPENSATION PLAN
Amended and Restated Effective
January 1, 2008
ASSOCIATED BANC-CORP
CASH INCENTIVE COMPENSATION PLAN
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ARTICLE 6 Termination of Employment and Change
of Control
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ASSOCIATED BANC-CORP
CASH INCENTIVE COMPENSATION PLAN
The purposes of
the Plan are (i) to promote the success of the Company;
(ii) to associate more closely the interests of certain key
employees with those of the Company’s financial, performance,
and service goals, (iii) to provide long-term incentives and
rewards to those key employees of the Company and its affiliated
units who are in a position to contribute to the long-term success
and growth of the Company; (iv) to assist the Company in
retaining and attracting key employees with requisite experience
and ability; and (v) to provide solely Awards that are
“qualified performance-based compensation” under
section 162(m) of the Code.
Section 2.01.
“Award” means the cash incentive compensation paid or
payable pursuant to the Plan.
Section 2.02.
“Award Formula” means one or more objective formulas or
standards, as defined in section 162(m) of the Code,
established by the Committee for purposes of determining the amount
of an Award with respect to a Performance Goal. An Award Formula
based upon a percentage of a Participant’s base pay shall use
the Participant’s base pay as of the date the Performance
Goal is established. The Award Formula may include a modifier of
the Award based upon the Company’s performance in relation to
its peer group of companies, provided that such modifier satisfies
the requirements of an objective formula as defined in
section 162(m) of the Code. Award Formulas may vary from
Performance Period to Performance Period and from Participant to
Participant and may be established on a stand-alone basis, in
tandem or in the alternative.
Section 2.03.
“Award Schedule” means the Award Schedule established
pursuant to section 4.01.
Section 2.04.
“Beneficiary” mean the person(s) designated by the
Participant, in writing on a form provided by the Committee, to
receive payments under the Plan in the event of his death while a
Participant or, in the absence of such designation, the
Participant’s estate.
Section 2.05.
“Board” means the Board of Directors of the
Company.
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Section 2.06.
A “Change of Control” shall be deemed to have occurred
on the date of the following transactions:
(i) An
offer is accepted, in writing, for a change in ownership of 25% or
more of the outstanding voting securities of the
Company;
(ii) An
offer is accepted, in writing, whereby the Company will be merged
or consolidated with another corporation, and as a result of such
anticipated merger or consolidation, less than 75% of the
outstanding voting securities of the surviving or resulting
corporation will be owned in the aggregate by the shareholders of
the Company who owned such securities immediately prior to such
merger or consolidation, other than affiliates (within the meaning
of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) of any party to such merger or
consolidation;
(iii) An
offer is accepted, in writing, whereby the Company sells at least
85% of its assets to any entity which is not a member of the
control group of corporations, within the meaning of Code
section 1563, of which the Company is a member; or
(iv) An
offer is accepted, in writing, whereby a person, within the meaning
of sections 3(a)(9) or 13(d)(3) of the Exchange Act,
acquires 25% or more of the outstanding voting securities of the
Company (whether directly, indirectly, beneficially, or of
record).
For purposes
hereof, ownership of voting securities shall take into account and
shall include ownership as determined by applying the provisions of
Rule 13d-3(d)(1)(i) (relating to options) of the Exchange
Act.
Section 2.07.
“Code” means the Internal Revenue Code of 1986, as
amended.
Section 2.08.
“Committee” means the Compensation and Benefits
Committee of the Board or such other committee or subcommittee of
the Board designated by the Board to administer the Plan. The
Committees for purposes of this Plan shall be composed of not less
than two directors, each of whom is intended to be an
“outside director” within the meaning of Code
section 162(m).
Section 2.09.
“Company” means Associated Banc-Corp and its
successors. Effective January 1, 2008, the Board has
authorized the Committee to act on behalf of the Company for
purposes of the Plan.
Section 2.10.
“Covered Employee” means a covered employee within the
meaning of Code section 162(m)(3).
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Section 2.11.
“Eligible Employee” means a key employee of the
Company.
Section 2.12.
“Establishment Period” means, with respect to a
Performance Period applicable to any Performance Grant under the
Plan, the period commencing on or before the first day of such
Performance Period and ending on the earlier to occur of
(i) 90 days after the commencement of the Performance
Period and (ii) the date upon which twenty-five percent (25%)
of the Performance Period shall have elapsed.
Section 2.13.
“Participant” means an Eligible Employee selected from
time to time by the Committee to participate in the
Plan.
Section 2.14.
“Performance Goal” means the target, goal or level of
performance established by the Committee with respect to a
Performance Measure for a Performance Period. The outcome of a
Performance Goal shall be substantially uncertain when established
by the Committee. Performance Goals shall be adjusted
automatically, without discretion by the Committee, in the event of
a dividend or stock split. Performance Goals may vary from
Performance Period to Performance Period and from Participant to
Participant and may be established on a stand-alone basis, in
tandem or in the alternative.
Section 2.15.
“Performance Grant” means the grant to an Eligible
Employee of an opportunity to participate in a particular
Performance Goal with respect to a particular Performance
Period.
Section 2.16.
“Performance Measure” means one or more of the
following selected by the Committee to measure Company performance
for a Performance Period: basic or diluted earnings per share,
revenue growth, return on equity and stock price. Performance
Measures are determined in accordance with generally accepted
accounting principles as consistently applied by the Company. Prior
to the expiration of the Establishment Period, the Committee may
provide for a mandatory adjustment of a Performance Measure to omit
the effects of extraordinary items (other than a stock dividend or
stock split), gain or loss on the disposal of a business segment,
unusual or infrequently occurring events and transactions and
cumulative effects of changes in accounting principles. Performance
Measures may vary from Performance Period to Performance Period and
from Participant to Participant and may be established on a
stand-alone basis, in tandem or in the alternative.
Section 2.17.
“Performance Period” means one or more periods of time,
as the Committee may designate, over which the attainment of one or
more Performance Goals will be measured for the purpose of
determining a Participant’s right to payment of an
Award.
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Section 2.18.
“Plan” means the Associated Banc-Corp Cash Incentive
Compensation Plan (prior to January 1, 2008, the Associated
Banc-Corp Amended and Restated Incentive Compensation Plan), as
amended.
Section 2.19.
“Plan Year” means the Company’s fiscal
year.
Section 2.20.
“Retirement” means any date on which an employee
retires under the terms and conditions of the Company’s
Profit Sharing & 401(k) Plan provided, however, that the
employee has attained age 55 as of such date.
Section 2.21.
“Total Disability” means a finding by the Committee
that a Participant meets the standard for Total Disability as
provided in the Associated Banc-Corp Long-Term Disability
Plan.
Participants shall
be selected by the Committee and shall only include Eligible
Employees. The selection of a Participant for a Performance Grant
shall not entitle such individual to be selected as a Participant
with respect to any other Performance Grant.
Section 4.01.
Award Schedules . For each Performance Period with respect
to which an Award may be earned by a Participant under the Plan,
prior to the expiration of the Establishment Period, the Committee
shall establish the Performance Grants in writing for such
Performance Period by preparing an Award Schedule for each
Participant. The Award Schedule shall set forth the applicable
Performance Period, Performance Measure(s), Performance Goal(s),
Award Formula(s), and such other information (including a peer
group modifier, if applicable) as the Committee may determine. Once
established for a Performance Period, such items shall not be
amended or otherwise modified. Award Schedules may vary from
Performance Period to Performance Period and from Participant to
Participant.
Section 4.02.
Performance Grant Agreement . Performance Grants shall be
evidenced by a separate written agreement between the Company and
the Participant, in such form and contain such terms and conditions
(not inconsistent with the Plan) as the Committee may require. An
agreement executed pursuant to this section shall include a
copy of the Award Schedule with
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