Associated Banc-Corp 2010 Incentive Compensation Plan Cover Page to Non- Qualified Stock Option Agreement (The Non-Qualified Stock Option Agreement is attached hereto)
Exhibit 99.2
ASSOCIATED BANC-CORP LOGO)"/>Associated Banc-Corp
2010 Incentive Compensation Plan
Cover Page to Non-Qualified Stock Option Agreement
2010 Incentive Compensation Plan
Cover Page to Non-Qualified Stock Option Agreement
(The Non-Qualified Stock Option Agreement is attached hereto)
Pursuant and subject to the Associated Banc-Corp 2010 Incentive Compensation Plan (the
“Plan”) and the attached Non-Qualified Stock Option Agreement, the Committee has awarded the
Grantee named below an option (the “Option”) to purchase shares of Common Stock of Associated
Banc-Corp (“Shares”) as follows:
Name of Grantee:
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[INSERT NAME] | |
Grant Date:
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[INSERT DATE] | |
Total Number of Shares Subject to the Option:
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[INSERT NUMBER] | |
Option Price:
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[INSERT PRICE] per Share |
By executing below, the Grantee hereby acknowledges, (1) receipt of a true copy of the
Non-Qualified Stock Option Agreement; (2) that the Grantee has read the Non-Qualified Stock Option
Agreement and the Plan carefully, and fully understands their contents; (3) that the Grantee
accepts the award of the Option; and (4) the Grantee agrees to be bound by the terms and conditions
of the Non-Qualified Stock Option Agreement and the Plan.
IN WITNESS WHEREOF, as of the Grant Date the Company and the Grantee hereby agree to be bound
by the terms and conditions of the Non-Qualified Stock Option Agreement and the Plan.
| ASSOCIATED BANC-CORP | GRANTEE | |||||||
By:
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By: | |||||||
Name: |
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Its: |
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Please sign and return your signed copy of (1) this cover page to the Non-Qualified Stock
Option Agreement and (2) if you’re married, Exhibit B (Consent of Spouse) by [INSERT DATE] to
[INSERT NAME AND CONTACT INFORMATION]. Failure to do so will result in forfeiture of the
award. Please retain a copy of the signed documents; the remainder of the Non-Qualified Stock
Option Agreement is for your records and does not need to be returned.
In accordance with and subject to the terms of the Associated Banc-Corp 2010 Incentive
Compensation Plan (the “Plan”) and this Agreement, the Committee granted to the person named as
grantee (the “Grantee”) on the cover page attached to this Non-Qualified Stock Option Agreement
(the “Cover Page”) an option to purchase shares of common stock, par value $0.01 per share, of the
Company.
To evidence the Option and to set forth its terms, the Company and the Grantee agree as
follows. All capitalized terms used, but otherwise not defined herein, shall have the meanings set
forth in the Plan.
1. Grant of Option. Subject to and upon the terms and conditions set forth in this
Agreement and the Plan, the Committee granted to the Grantee an option (the “Option”) to purchase
the number of shares of Common Stock set forth on the Cover Page (subject to adjustment as provided
in Section 4.2 of the Plan), effective as of the grant date set forth on the Cover Page (the “Grant
Date”), and the Grantee hereby accepts the grant of the Option as set forth herein. The Option
granted hereby is not intended to constitute an Incentive Stock Option, within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended.
2. Option Price. The purchase price of this Option shall be equal to the per-Share
price set forth on the Cover Page (the “Option Price”) (subject to adjustment as provided in
Section 4.2 of the Plan). The Option Price is equal to 100% of the Fair Market Value of one Share
of Common Stock on the Grant Date.
3. Term and Vesting of the Option. The Option’s Term shall expire on the tenth
anniversary of the Grant Date, and, except as otherwise provided herein, any portion of this Option
may be exercised upon or following the date on which such portion vests, as long as such exercise
occurs prior to the expiration of this Option as provided in this Agreement and the Plan. Subject
to Paragraphs 4 and 5 below, this Option shall vest in accordance with the following schedule:
| Vesting Date | Percentage of Option Vested | |||
1st Anniversary of Grant Date |
34 | % | ||
2nd Anniversary of Grant Date |
67 | % | ||
3rd Anniversary of Grant Date |
100 | % | ||
Notwithstanding the foregoing provisions of this Paragraph 3, and except as otherwise
determined by the Committee, as provided in the Plan or as provided herein, any portion of this
Option that is not vested (or otherwise not exercisable) at the time of the Grantee’s Termination
of Service shall not become exercisable after such termination and shall be immediately cancelled
and forfeited to the Company.
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4. Termination of Service. Subject to Paragraph 5 below, the provisions of this
Paragraph 4 shall apply in the event the Grantee incurs a Termination of Service at any time prior
to this Option becoming fully vested pursuant to Paragraph 3 above:
(a) If the Grantee incurs a Termination of Service because of his or her Early Retirement, (i)
a pro rata portion of this Option shall vest and become exercisable on the date of such Termination
of Service, which shall be determined pursuant to Exhibit A hereto, and (ii) the vested and
exercisable portion of this Option shall remain exercisable for one year following such Termination
of Service. Any portion of this Option that is not exercised prior to the end of such one-year
period shall be forfeited to the Company.
(b) If the Grantee incurs a Termination of Service because of his or her death, Disability or
Normal Retirement, this Option shall (i) become fully vested and exercisable and (ii) remain
exercisable for one year following such Termination of Service. Any portion of this Option that is
not exercised prior to the end of such one-year period shall be forfeited to the Company.
(c) If the Grantee incurs a Termination of Service by an Employer without Cause or voluntarily
on his or her part (but not on account of the Grantee’s death, Disability, Early Retirement or
Normal Retirement), (i) any vested portion of this Option shall remain exercisable for 30 days
following such Termination of Service and (ii) any unvested portion of this Option shall be
immediately forfeited to the Company. Any portion of this Option that is not exercised prior to
the end of such 30-day period shall be forfeited to the Company.
(d) If the Grantee incurs a Termination of Service for Cause, this Option shall be immediately
forfeited to the Company.
5. Change in Control. Notwithstanding Paragraph 4 above, if the Grantee incurs an
involuntary Termination of Service (other than due to Cause) during the two year period immediately
following a Change in Control, any unvested portion of this Option prior to the date of such
Termination of Service shall become vested and exercisable, and this Option shall remain
exercisable for 30 days following such Termination of Service. Any portion of this option that is
not exercised prior to the end of such 30-day period shall be forfeited to the Company. In
addition, upon a Change in Control, the Grantee will have such rights with respect to this Option
as are provided for in the Plan.
6. Exercise of Option. On or after the date any portion of this Option becomes
exercisable, but prior to the expiration of this Option in accordance with Paragraphs 3, 4 or 5
above, the portion of this Option that has become exercisable may be exercised in whole or in part
by the Grantee (or, pursuant to this Paragraph 6, by his or her permitted successor) upon delivery
of the following to the Company:
(a) a written notice of exercise which identifies this Agreement and states the number of
whole Shares then being purchased; and
(b) any combination of cash (or by personal check or wire transfer payable to the Company),
and/or (i) with the approval of the Committee, Shares or Shares of Restricted Stock then owned by
the Grantee in an amount having a combined Fair Market Value on the
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exercise date equal to the aggregate Option Price of the Shares then being purchased, or
(ii) unless otherwise prohibited by law or Company policy, an irrevocable authorization of a third
party to sell Shares acquired upon the exercise of this Option and prompt remittance to the Company
of a sufficient portion of the sale proceeds to pay the entire Option Price and any tax
withholdings resulting from such exercise.
Notwithstanding the foregoing, the Grantee (or any permitted successor) shall take whatever
additional actions, including, without limitation, the furnishing of an opinion of counsel, and
execute whatever additional documents the Company may, in its sole discretion, deem necessary or
advisable in order to carry out or effect one or more of the obligations or restrictions imposed by
the Plan, this Agreement or applicable law.
No Shares shall be issued upon exercise of this Option until full payment has been made. Upon
satisfaction of the conditions and requirements of this Paragraph 6 and the Plan, the Company shall
credit, in a book entry on the records kept by the Company’s transfer agent, the number of Shares
in respect of which this Option shall have been exercised. Upon exercise of this Option (or a
portion thereof), the Company shall have a reasonable time to so credit the Common Stock for which
this Option has been exercised, and the Grantee shall not be treated as a shareholder for any
purposes whatsoever prior to such credit. No adjustment shall be made for cash dividends or other
rights for which the record date is prior to the date such Common Stock is recorded as issued and
transferred in book entry of the Company’s transfer agent, except as otherwise provided in the Plan
or this Agreement. As a further condition to the Company’s obligations under this Agreement, the
Company may require the Grantee’s spouse (if any) to execute and deliver to the Company the Consent
of Spouse attached hereto as Exhibit B.
7. Limitation Upon Transfer. This Option and all rights granted hereunder shall not
(a) be transferred by the Grantee, other than by will, by the laws of descent and distribution, or
to a Permitted Transferee; (b) be otherwise assigned, pledged or hypothecated in any way; and
(c) be subject to execution, attachment or similar process. Any attempt to transfer this Option,
other than by will or by the laws of descent and distribution or to a Permitted Transferee, or to
assign, pledge, hypothecate or otherwise dispose of this Option or of any rights granted hereunder
contrary to the provisions hereof, or upon the levy of any attachment or similar process upon this
Option or such rights, shall be void and unenforceable against the Company or any Subsidiary;
provided, however, that the Grantee may designate a Beneficiary to receive benefits
in the event of the Grantee’s death. This Option shall be exercised during the Grantee’s lifetime
only by the Grantee, the Grantee’s guardian, the Grantee’s legal representative or a Permitted
Transferee.
8. Liability of Company. The inability of the Company to obtain approval from any
regulatory body having authority deemed by the Company to be necessary to the lawful issuance and
transfer of any Shares pursuant to this Agreement shall relieve the Company of any liability with
respect to the non-issuance or transfer of the Shares as to which such approval shall not have been
obtained. However, the Company shall use commercially reasonable efforts to obtain all such
approvals.
9. Adjustment in Option. This Option is subject to adjustment as provided under
Section 4.2 of the Plan.
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10. Plan and Agreement Amendment.
(a) No discontinuation, modification, or amendment of the Plan may, without the written
consent of the Grantee, adversely affect the rights of the Grantee under this Agreement, except as
otherwise provided under the Plan.
(b) This Agreement may be amended as provided under the Plan, but no such amendment shall
adversely affect the Grantee’s rights under this Agreement without the Grantee’s written consent,
unless otherwise permitted by the Plan.
11. Shareholder Rights. The Grantee shall have the rights of a shareholder with
respect to the Shares subject to this Option only upon becoming the holder of such Shares.
12. Employment Rights. This Agreement is not a contract of employment, and the terms
of employment of the Grantee or other relationship of the Grantee with an Employer shall not be
affected in any way by this Agreement except as specifically provided herein. The execution of this
Agreement shall not be construed as conferring any legal rights upon the Grantee for a continuation
of an employment or other relationship with an Employer, nor shall it interfere with the right of
an Employer to discharge the Grantee and to treat him or her without regard to the effect which
such treatment might have upon him or her as a Grantee.
13. Disclosure Rights. Except as required by applicable law, the Company (or any of
its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or
beneficial holder of Common Stock or an option to purchase such stock, and such holder shall have
no right to be advised of, any material information regarding the Company at any time prior to,
upon or in connection with receipt of the Shares.
14. Governing Law. This Agreement shall be governed by the internal substantive laws,
but not the choice of law rules, of the State of Wisconsin. This Agreement, subject to the terms
and conditions of the Plan, represents the entire agreement between the parties with respect to the
grant of this Option to the Grantee. The parties hereto each submit and consent to the jurisdiction
of the courts in the State of Wisconsin, Brown County, in any action brought to enforce or
otherwise relating to this Agreement.
15. Compliance with Laws and Regulations. Notwithstanding anything herein to the
contrary:
(a) the Company shall not be obligated to credit a book entry related to any Shares under this
Option on the records of the Company’s transfer agent unless and until the Company is advised by
its counsel that such book entry is in compliance with all applicable laws, regulations of
governmental authority, and the requirements of any exchange upon which Shares are traded;
(b) the Company may require, as a condition of such a book entry, and in order to ensure
compliance with such laws, regulations and requirements, that the Grantee make whatever covenants,
agreements, and representations, or execute whatever documents or instruments, the Company, in its
sole discretion, considers necessary or desirable;
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(c) no payment or benefit under this Agreement shall be provided to the Grantee if it would
violate any applicable Compensation Limitation.
16. Successors and Assigns. Except as otherwise expressly set forth in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the
succeeding administrators, heirs and legal representatives of the Grantee and the successors and
assigns of the Company.
17. No Limitation on Rights of the Company. This Agreement shall not in any way
affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its
capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.
18. Notices. Any communication or notice required or permitted to be given hereunder
shall be in writing, and, if to the Company, to its principal place of business, attention:
Secretary, and, if to the Grantee, to the address appearing on the records of the Company. Such
communication or notice shall be delivered personally or sent by certified, registered, or express
mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any
such notice shall be deemed given when received by the intended recipient.
19. Construction. Notwithstanding any other provision of this Agreement, this
Agreement is made and this Option is granted pursuant to the Plan and are in all respects limited
by and subject to the express provisions of the Plan, as amended from time to time. This Agreement
does not modify or amend the terms of the Plan. To the extent any provision of this Agreement is
inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. The
interpretation and construction by the Committee of the Plan, this Agreement and any such rules and
regulations adopted by the Committee for purposes of administering the Plan shall be final and
binding upon the Grantee and all other persons.
20. Entire Agreement. This Agreement, together with the Plan, constitutes the entire
obligation of the parties hereto with respect to the subject matter hereof and shall supersede any
prior expressions of intent or understanding with respect to this transaction.
21. Waiver; Cumulative Rights. The failure or delay of either party to require
performance by the other party of any provision hereof shall not affect its right to require
performance of such provision unless and until such performance has been waived in writing. Each
and every right hereunder is cumulative and may be exercised in part or in whole from time to time.
22. Counterparts. This Agreement may be signed in two counterparts, each of which
shall be an original, but both of which shall constitute but one and the same instrument.
23. Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.
24. Severability. If any provision of this Agreement shall for any reason be held to
be invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provision
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hereof, and this Agreement shall be construed as if such invalid or unenforceable provision
were omitted.
25. Tax Consequences. The Grantee acknowledges and agrees that the Grantee is
responsible for all taxes and tax consequences with respect to the grant of this Option and any
exercise thereof. The Grantee further acknowledges that it is the Grantee’s responsibility to
obtain any advice that the Grantee deems necessary or appropriate with respect to any and all tax
matters that may exist as a result of the grant of this Option or the exercise thereof.
Notwithstanding any other provision of this Agreement, Shares shall not be credited to the Grantee
upon his or her exercise of this Option unless, as provided in Section 17 of the Plan, the Grantee
shall have paid to the Company, or made arrangements satisfactory to the Company regarding the
payment of, any federal, state, local or foreign income or employment taxes required by law to be
withheld with respect to the grant of this Option or exercise thereof.
26. Receipt of Plan. The Grantee acknowledges receipt of a copy of the Plan, and
represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all the terms and provisions of this Agreement and of the Plan. This Option
is granted pursuant to the terms of the Plan, the terms of which are incorporated herein by
reference, and the Option shall in all respects be interpreted in accordance with the Plan. The
Committee shall interpret and construe the Plan and this Agreement, and its interpretation and
determination shall be conclusive and binding upon the parties hereto and any other person claiming
an interest hereunder, with respect to any issue arising hereunder or thereunder.
27. No Obligation to Exercise Option. The grant of this Option shall impose no
obligation upon the Grantee to exercise this Option.
28. Condition to Return Signed Agreement. This Agreement shall be null and void
unless the Grantee signs, dates, and returns this Agreement to the Company on or before the date
listed at the end of the Cover Page.
IN WITNESS WHEREOF, the parties hereto have acknowledged their rights and obligations under
this Agreement as of the Grant Date by signing the Cover Page.
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Exhibit A
Pro Rata Vesting Formula for Early Retirement
Percentage of this
Option that vests
upon the Grantee’s
Early Retirement
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= | ( | A | ) | − C | ||
| B | |||||||
A
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= | The number of days beginning on the Grant Date through and including the date of the Grantee’s Early Retirement | |||||
B
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= | The number of days beginning on the Grant Date through and including the date on which this Option would become fully vested pursuant to Paragraph 3 | |||||
C
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= | The percentage of this Option already vested immediately prior to the date of the Grantee’s Early Retirement | |||||
Exhibit A — Page 1
Exhibit B
Consent of Spouse
I, , spouse of the , have read and approve the foregoing Non-Qualified
Stock Option Agreement (the “Agreement”). In consideration of the Company’s grant to my spouse of
an option to purchase shares of Associated Banc-Corp, as set forth in the Agreement, I hereby
appoint my spouse as my attorney-in-fact with respect to the exercise of any rights under the
Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights
in said Agreement or any shares issued pursuant thereto under the community property laws or
similar laws relating to marital property in effect in the state of our residence as of the date of
the signing of the foregoing Agreement.
Dated: ,
Signature of Spouse
Exhibit B — Page 1