ex101changeofcontrol_aha






1  US-DOCS\121477806.3  CHANGE OF CONTROL AGREEMENT  CHANGE OF CONTROL AGREEMENT, effective as of April 28, 2021 (this  “Agreement”), by and between Associated Banc-Corp, a Wisconsin corporation (the  “Company”), and Andrew J. Harmening (the “Executive”).   WHEREAS, the Board of Directors of the Company (the “Board”), has determined that  it is in the best interests of the Company and its shareholders to assure that the Company and  Associated Bank, National Association, a wholly owned subsidiary of the Company (the  “Bank”), as applicable, will have the continued dedication of the Executive, notwithstanding the  possibility, threat or occurrence of a Change of Control (defined below).  In order to accomplish  these objectives, the Board has caused the Company to enter into this Agreement.  NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:  Section 1. Certain Definitions.    (a) “Affiliated Entity” means any entity controlled by, controlling or under  common control with the Company.  (b) “Annual Base Salary” means the Executive’s annual rate of base salary  as in effect immediately prior to the Effective Date or at any time during the Protection Period,  whichever is higher; provided that such amounts shall be determined without giving effect to any  reduction in base salary that constitutes Good Reason under this Agreement.    (c) “Change of Control” means:  (1) An acquisition by any individual, entity or group (within the  meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as  amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the  meaning of Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either  (A) the then-outstanding shares of common stock of the Company (the “Outstanding  Company Common Stock”), or (B) the combined voting power of the then-outstanding  voting securities of the Company entitled to vote generally in the election of directors  (the “Outstanding Company Voting Securities”); provided, however, that for purposes  of this Section 1(c)(1), the following acquisitions shall not constitute a Change of  Control:  (i) any acquisition directly from the Company, (ii) any acquisition by the  Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored  or maintained by the Company or an Affiliated Entity, or (iv) any acquisition by any  entity pursuant to a transaction that complies with Section 1(c)(3)(A), Section 1(c)(3)(B)  and Section 1(c)(3)(C); or  (2) A change in the composition of the Board such that the individuals  who, as of the date of this Agreement, constitute the Board (the “Incumbent Board”)  cease for any reason to constitute at least a majority of the Board; provided, however,  that, for purposes of this Section 1(c)(2), any individual who becomes a member of the  Board subsequent to the date of this Agreement whose election, or nomination for  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F Exhibit 10.1 





 






2  US-DOCS\121477806.3  election by the Company’s shareholders, was approved by a vote of at least a majority of  those individuals who are members of the Board and who were also members of the  Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as  though such individual were a member of the Incumbent Board; provided, further, that  any such individual whose initial assumption of office occurs as a result of either an  actual or threatened election contest with respect to the election or removal of directors or  other actual or threatened solicitation of proxies or consents by or on behalf of a Person  other than the Board shall not be considered as a member of the Incumbent Board; or  (3) The consummation of a reorganization, merger, statutory share  exchange or consolidation or similar transaction involving the Company or any of its  subsidiaries, a sale or other disposition of all or substantially all of the assets of the  Company, or the acquisition of assets or securities of another entity by the Company or  any of its subsidiaries (a “Business Combination”), in each case, unless, after giving  effect to such Business Combination, (A) all or substantially all of the individuals and  entities that were the beneficial owners, respectively, of the Outstanding Company  Common Stock and the Outstanding Company Voting Securities immediately prior to  such Business Combination are entitled to (after giving effect to any cash elections)  beneficially own, directly or indirectly, more than 50% of, respectively, the then  outstanding shares of common stock (or, for a noncorporate entity, equivalent securities)  and the combined voting power of the then-outstanding voting securities entitled to vote  generally in the election of directors (or, for a noncorporate entity, equivalent body or  committee), as the case may be, of the entity resulting from such Business Combination  (including an entity that, as a result of such transaction, owns the Company or all or  substantially all of the Company’s assets either directly or through one or more  subsidiaries) in substantially the same proportions as their ownership, immediately prior  to such Business Combination, of the Outstanding Company Common Stock and  Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding  any entity resulting from such Business Combination or any employee benefit plan (or  related trust) of the Company or such entity resulting from such Business Combination)  beneficially owns, directly or indirectly, 35% or more of, respectively, the then- outstanding shares of common stock (or, for a noncorporate entity, equivalent securities)  of the entity resulting from such Business Combination or the combined voting power of  the then-outstanding voting securities of such entity, except to the extent that such  ownership existed prior to the Business Combination, and (C) at least a majority of the  members of the board of directors (or, for a noncorporate entity, equivalent body or  committee) of the entity resulting from such Business Combination were members of the  Incumbent Board at the time of the execution of the initial agreement, or of the action of  the Board, providing for such Business Combination; or  (4) The approval by the shareholders of the Company of a complete  liquidation or dissolution of the Company.  (d) “Company Supplemental Executive Retirement Plan” means the  Associated Banc-Corp Supplemental Executive Retirement Plan, as such plan is amended and/or  restated from time to time.  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






3  US-DOCS\121477806.3  (e) “Effective Date” means the first date during the Term on which a Change  of Control occurs.  (f) “Interest” means interest at the applicable federal rate provided for under  Section 7872(f)(2)(A) of the Code.  (g) “Relevant Assumptions” assume that (i) the Executive is the age that the  Executive would have been on the third anniversary of the Date of Termination, (ii) the  Executive’s compensation equals the Executive’s compensation (within the meaning of the  applicable plan) for the year in which the Date of Termination occurs or the year in which the  Effective Date occurs, whichever is higher, (iii) the Executive makes the maximum elective  deferral possible under each plan and the law and (iv) the terms of the plans in effect  immediately prior to the Change of Control and the applicable code limits in effect as of such  date govern the calculation of the benefit.  (h) “Target Annual Bonus” means the Executive’s target annual bonus for  the year in which the Date of Termination or Effective Date occurs, whichever is higher;  provided that such target annual bonus shall be determined without giving effect to any reduction  to the Executive’s target annual bonus that constitutes Good Reason under this Agreement.    (i) “Term” means the period commencing on April 28, 2021 and ending on  December 31, 2023; provided, however, that, commencing on December 31, 2023, and on each  anniversary of such date (such date and each anniversary thereof, the “Renewal Date”), unless  previously terminated, the Term shall be automatically extended so as to terminate three years  from such Renewal Date, unless, at least sixty (60) days prior to the Renewal Date, the Company  shall give notice to the Executive that the Term shall not be so extended.  Notwithstanding the  foregoing, if prior to the Effective Date, the Executive’s employment terminates for any reason,  the Term and this Agreement shall automatically terminate immediately.  Section 2. Change of Control Protection Period.  The Company and/or the Bank,  as applicable, hereby agrees to continue the Executive in its employ, subject to the terms and  conditions of this Agreement, for the period commencing on the Effective Date and ending on  the earlier of (a) second anniversary of the Effective Date and (b) if the Company delivered a  notice of non-renewal to the Executive prior to the Effective Date in accordance with Section  1(i), the last day of the then-effective Term (such period, the “Protection Period”).  The  Protection Period shall terminate upon the Executive’s termination of employment for any  reason.  Section 3. Termination of Employment.  (a) Death or Disability.  Upon the Executive’s death during the Protection  Period, the Executive’s employment shall terminate.  If the Company determines in good faith  that the Disability (as defined below) of the Executive has occurred during the Protection Period  (pursuant to the definition of Disability), it may give to the Executive written notice in  accordance with Section 12(c) of its intention to terminate the Executive’s employment.  In such  event, the Executive’s employment with the Company and/or the Affiliated Entities shall  terminate effective on the thirtieth (30 th ) day after receipt of such notice by the Executive (the  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






4  US-DOCS\121477806.3  “Disability Effective Date”), provided that, within thirty (30) days after such receipt, the  Executive shall not have returned to full-time performance of the Executive’s duties.  “Disability” means the Executive’s inability to engage in any substantial gainful activity by  reason of any medically determinable physical or mental impairment that can be expected to  result in death or can be expected to last for a continuous period of not less than twelve (12)  months, as determined by a physician selected by the Company or its insurers and acceptable to  the Executive or the Executive’s legal representative (such agreement as to acceptability not to  be unreasonably withheld).  (b) Cause.  The Company may terminate the Executive’s employment during  the Protection Period with or without Cause.  “Cause” means:  (1) the Executive’s conviction of, or plea of guilty or no contest to, a  charge of commission of a felony; or  (2) the willful engaging by the Executive in illegal conduct or gross  misconduct that is materially and demonstrably injurious to the Company.  For purposes of this Section 3(b), no act, or failure to act, on the part of the Executive  shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad  faith or without reasonable belief that the Executive’s action or omission was in the best interests  of the Company or the Affiliated Entities.  Any act, or failure to act, based upon (A) authority  given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate  parent corporation of the Affiliated Entities and is not publicly-traded, the board of directors of  the ultimate parent of the Company, (B) the instructions of the Chief Executive Officer of the  Company or a senior officer of the Company or (C) the advice of counsel for the Company shall  be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and  in the best interests of the Company or the Affiliated Entities.  (c) Good Reason.  The Executive’s employment may be terminated during  the Protection Period by the Executive for Good Reason or by the Executive voluntarily without  Good Reason.  “Good Reason” means actions taken by the Company or an Affiliated Entity, or  a failure of the Company or an Affiliated Entity to act, in each case, following a Change of  Control, resulting in a material negative change in the employment relationship.  For these  purposes, a “material negative change in the employment relationship” shall include, without  limitation:  (1) (A) the assignment to the Executive of any duties materially  inconsistent with the Executive’s positions, duties, responsibilities and status with the  Company immediately prior to the Effective Date, or (B) a material change in the  Executive’s authority, reporting responsibilities, titles or offices as in effect immediately  prior to the Effective Date, or any removal of the Executive from such positions;  (2) A material reduction by the Company of the Executive’s Annual  Base Salary;  (3) (A) a material reduction in the Executive’s level of participation in  or bonus opportunity under any annual bonus plan available to the Executive immediately  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






5  US-DOCS\121477806.3  prior to the Effective Date, or, if higher, at any time during the Protection Period; or (B) a  failure by the Company to continue any bonus plan in which the Executive was entitled  to participate immediately prior to the Effective Date (or establish and maintain a  substantially similar successor plan)  that materially affects the Executive’s total  compensation from the Company;  (4) (A) a material reduction in the Executive’s level of participation in  or incentive opportunity under any equity compensation plan available to the Executive  immediately prior to the Effective Date, or, if higher, or at any time during the Protection  Period; or (B) the failure by the Company to continue in effect any equity compensation  plan in which the Executive participated immediately prior to the Effective Date (or  establish and maintain a substantially similar successor plan) that materially affects the  Executive’s total compensation from the Company;  (5) the transfer of the Executive to a location that would increase the  Executive’s present commute by more than fifty (50) miles, except for required travel on  Company business to an extent substantially consistent with the Executive’s business  travel obligations prior to the Effective Date;  (6) (A) the failure by the Company to continue in effect any welfare  benefit or retirement plan in which the Executive participated in or was provided  coverage under as of immediately prior to the Effective Date, (B) the taking of any action  by the Company which would have an adverse effect on the Executive’s participation in  or reduce the benefits under any of such plans or deprive the Executive of any fringe  benefit enjoyed by the Executive immediately prior to the Effective Date, or (C) the  failure by the Company to provide the Executive with at least the number of paid  vacation days to which the Executive was entitled as of immediately prior to the Effective  Date; provided that, any such change materially and adversely affects the benefits the  Executive is eligible to receive in the aggregate from the Company; or  (7) any other action or inaction that constitutes a material breach by  the Company or an Affiliated Entity of this Agreement, including any failure by the  Company to obtain the assumption of this Agreement and performance of this Agreement  by any successor as contemplated in Section 11(c).  To invoke a termination for Good Reason, the Executive shall provide written notice to  the Company of the existence of one or more of the conditions described in clauses (1) through  (7) within 90 days following the Executive’s knowledge of the initial existence of such condition  or conditions, specifying in reasonable detail the conditions constituting Good Reason, and the  Company or the Affiliated Entity shall have thirty (30) days following receipt of such written  notice (the “Cure Period”) during which it may remedy the condition.  If the Company or the  Affiliated Entity fails to remedy the condition constituting Good Reason during the applicable  Cure Period, the Executive’s “separation from service” (within the meaning of Section 409A of  the Code) must occur, if at all, no later than two years following the initial existence of such  condition.  The Executive’s mental or physical incapacity following the occurrence of an event  described above in clauses (1) through (7) shall not affect the Executive’s ability to terminate  employment for Good Reason and the Executive’s death following delivery of a Notice of  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






6  US-DOCS\121477806.3  Termination for Good Reason shall not affect the Executive’s estate’s entitlement to severance  payments benefits provided hereunder upon a termination of employment for Good Reason.  (d) Notice of Termination.  Any termination of employment by the Company  for Cause, or by the Executive for Good Reason, shall be communicated by Notice of  Termination to the other party hereto delivered in accordance with Section 12(c).  “Notice of  Termination” means a written notice that (1) indicates the specific termination provision in this  Agreement relied upon, (2) to the extent applicable, sets forth in reasonable detail the facts and  circumstances claimed to provide a basis for termination of the Executive’s employment under  the provision so indicated, and (3) if the Date of Termination (as defined below) is other than the  date of receipt of such notice, specifies the Date of Termination.  The failure by the Executive or  the Company to set forth in the Notice of Termination any fact or circumstance that contributes  to a showing of Good Reason or Cause shall not waive any right of the Executive or the  Company, respectively, hereunder or preclude the Executive or the Company, respectively, from  asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective  rights hereunder.  (e) Date of Termination.  “Date of Termination” means (1) if the  Executive’s employment is terminated by the Company for Cause, or by the Executive for Good  Reason, the date of receipt of the Notice of Termination or such later date specified in the Notice  of Termination, as the case may be, which Date of Termination shall be not more than thirty (30)  days after the later of the delivery of the Notice of Termination, and, in the case of a resignation  by the Executive for Good Reason, shall not be earlier than the expiration of the Cure Period,  unless the Company has notified the Executive that it is not going to cure, (2) if the Executive’s  employment is terminated by the Company other than for Cause or by reason of death or  Disability, the date on which the Company notifies the Executive of such termination, (3) if the  Executive resigns without Good Reason, the date on which the Executive notifies the Company  of such termination or such later date specified in the Notice of Termination, and (4) if the  Executive’s employment is terminated by reason of death or Disability, the date of death of the  Executive or the Disability Effective Date, as the case may be.    Section 4. Obligations of the Company upon Termination.    (a) By the Executive for Good Reason; by the Company Other than for  Cause, Death or Disability.  If, during the Protection Period, the Company terminates the  Executive’s employment other than for Cause, death or Disability or the Executive terminates  employment for Good Reason:  (1) the Company shall pay to the Executive, in a lump sum, in cash, as  soon as reasonably practicable following the Date of Termination, but in no event later  than the twentieth (20 th ) day following the Date of Termination, the aggregate of the  following amounts:  (A) an amount equal to the sum of (i) the Executive’s annual  rate of base salary through the Date of Termination to the extent not theretofore  paid; (ii) the Executive’s business expenses that are reimbursable pursuant to the  Company’s policies but have not been reimbursed as of the Date of Termination;  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






7  US-DOCS\121477806.3  (iii) the Executive’s annual incentive award for the fiscal year immediately  preceding the fiscal year in which the Date of Termination occurs, if such award  has been determined but not paid as of the Date of Termination; and (iv) any  accrued vacation pay to the extent not theretofore paid (the sum of the amounts  described in clauses (i), (ii), (iii) and (iv) above, the “Accrued  Obligations”);provided that, notwithstanding the foregoing, if the Executive has  made an irrevocable election under any deferred compensation arrangement  subject to Section 409A of the Code to defer any portion of the annual base salary  or annual incentive award described in clause (i) or (iii) above, then for all  purposes of this Section 4;(including Section 4(b); and Section 4(c)), such deferral  election, and the terms of the applicable arrangement shall apply to the same  portion of the amount described in such clause (i) or (iii), and such portion shall  not be considered as part of the Accrued Obligations; but shall instead be an Other  Benefit (as defined in Section 5 below);   (B) an amount equal to the product of (i) three and (ii) the sum  of the Annual Base Salary and the Target Annual Bonus;   (C) an amount equal to the product of (i) the Target Annual  Bonus, and (ii) a fraction, the numerator of which is the number of days in the  current fiscal year through the Date of Termination and the denominator of which  is 365 (the “Pro Rata Bonus”); provided that, notwithstanding the foregoing, if  the Executive has made an irrevocable election under any deferred compensation  arrangement subject to Section 409A of the Code to defer any portion of the  Executive’s annual bonus for the fiscal year of the Date of Termination, then for  all purposes of this Section 4; (including Section 4(b); and Section 4(c)), such  deferral election, and the terms of the applicable arrangement shall apply to the  same portion of the Pro Rata Bonus and such portion shall be considered an Other  Benefit;   (D) an amount equal to the product of (i) the monthly premium  as in effect on the Date of Termination for coverage under the Company’s or an  Affiliated Entity’s medical and dental plans for purposes of continuation coverage  under Section 4980B of the Code and the monthly employer and employee  premiums paid in respect of the Executive’s Company provided life insurance  benefit immediately prior to the Date of Termination, in each case, with respect to  the maximum level of coverage in effect for the Executive and his or her spouse  and dependents as of immediately prior to the Date of Termination, and (ii) thirty- six (36), which payment shall be in addition to the right to continue or convert  coverage under the Company’s medical, dental and life insurance plans in which  the Executive participated immediately prior to the Date of Termination;   (E) an amount equal to the maximum employer contributions  under the Company 401(k) and Employee Stock Ownership Plan and the  Company Supplemental Executive Retirement Plan, in each case, as in effect  immediately prior to the Effective Date or, if more favorable to the Executive, as  in effect at any time during the Protection Period or under any successor tax- DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






8  US-DOCS\121477806.3  qualified and excess or supplemental defined contribution plans sponsored by the  Company or an Affiliated Entity in which the Executive participates as of  immediately prior to the Date of Termination, that the Executive would receive  (excluding any potential earnings or interest credits for periods after the  Executive’s Date of Termination) if the Executive’s employment continued for  thirty-six (36) months following the Date of Termination, with such amount to be  calculated based on the Relevant Assumptions to the extent applicable; and an  amount equal to the maximum benefit the Executive would have accrued under  the Company Retirement Account Plan and the Company Supplemental  Executive Retirement Plan, in each case, as in effect immediately prior to the  Effective Date or, if more favorable to the Executive, as in effect at any time  during the Protection Period or under any successor tax-qualified and excess or  supplemental defined benefit or cash balance plans sponsored by the Company or  an Affiliated Entity in which the Executive participates as of immediately prior to  the Date of Termination, that the Executive would receive (excluding any  potential earnings or interest credits for periods after the Executive’s Date of  Termination) if the Executive’s employment continued for thirty-six (36) months  following the Date of Termination, with such amount to be calculated based on  the Relevant Assumptions to the extent applicable;  (2) outplacement services at an executive level and commensurate  with the Executive’s position and duties as of immediately prior to the Effective Date to  be provided by an outplacement provider selected by mutual agreement between the  Executive and the Company prior to the Effective Date; provided that such outplacement  benefits shall end not later than the last day of the second calendar year that begins after  the Date of Termination;  (3) any outstanding and unvested equity compensation awards held by  the Executive shall vest in accordance with the terms of the applicable equity plan and  award agreements governing such awards; and  (4) except as otherwise set forth in the first sentence of Section 6, to  the extent not theretofore paid or provided, the Company shall timely pay or provide to  the Executive any Other Benefits in accordance with the terms of the underlying plans or  agreements.    (b) Death.  If the Executive dies following the occurrence of an event that  gives rise to payments under Section 4(a), any remaining or unpaid benefits shall be paid in  accordance with the terms of this Agreement to the Executive’s devisee, legatee or other  designate, or, if there is no such designee, to the Executive’s estate.  If the Executive’s  employment is terminated by reason of the Executive’s death during the Protection Period, the  Company shall timely pay or provide the Executive’s estate or beneficiaries with the Accrued  Obligations, the Pro Rata Bonus and the Other Benefits, at the time or times specified in Section  4(a)(1) and subject to the proviso set forth in Section 4(a)(1)(A) to the extent applicable, and  shall have no other severance obligations under this Agreement.  With respect to the provision of  the Other Benefits, the term “Other Benefits” as utilized in this Section 4(b) shall include,  without limitation, and the Executive’s estate and/or beneficiaries shall be entitled to receive,  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






9  US-DOCS\121477806.3  benefits at least equal to the most favorable benefits provided by the Company and the Affiliated  Entities to the estates and beneficiaries of peer executives of the Company and the Affiliated  Entities under such plans, programs, practices and policies relating to death benefits, if any, as in  effect with respect to other peer executives and their beneficiaries at any time during the 120-day  period immediately preceding the Effective Date or, if more favorable to the Executive’s estate  and/or the Executive’s beneficiaries, as in effect on the date of the Executive’s death with respect  to other peer executives of the Company and the Affiliated Entities and their beneficiaries.  (c) Disability.  If the Executive incurs a Disability following the occurrence  of an event that gives rise to payments under Section 4(a), any remaining or unpaid benefits shall  be paid in accordance with the terms of this Agreement to the Executive.  If the Executive’s  employment is terminated by reason of the Executive’s Disability during the Protection Period,  the Company shall timely pay or provide the Executive with the Accrued Obligations, the Pro  Rata Bonus and the Other Benefits, at the time or times specified in Section 4(a)(1) and subject  to the proviso set forth in Section 4(a)(1)(A) to the extent applicable, and shall have no other  severance obligations under this Agreement.  With respect to the provision of the Other Benefits,  the term “Other Benefits” as utilized in this Section 4(c) shall include, and the Executive shall  be entitled after the Disability Effective Date to receive, disability and other benefits at least  equal to the most favorable of those generally provided by the Company and the Affiliated  Entities to disabled executives and/or their families in accordance with such plans, programs,  practices and policies relating to disability, if any, as in effect generally with respect to other peer  executives and their families at any time during the 120-day period immediately preceding the  Effective Date or, if more favorable to the Executive and/or the Executive’s family, as in effect  at any time thereafter generally with respect to other peer executives of the Company and the  Affiliated Entities and their families.  (d) Cause; Other than for Good Reason.  If, during the Protection Period,  the Executive’s employment is terminated for Cause or the Executive voluntarily terminates  employment, excluding a termination for Good Reason, the Company shall timely pay or provide  to the Executive the Accrued Obligations and the Other Benefits, at the time or times specified in  Section 4(a)(1) to the extent applicable, and shall have no other severance obligations under this  Agreement.    Section 5. Non-Exclusivity of Rights.  Nothing in this Agreement shall prevent or  limit the Executive’s continuing or future participation in any plan, program, policy or practice  provided by the Company or the Affiliated Entities and for which the Executive may qualify,  nor, subject to Section 12(g), shall anything herein limit or otherwise affect such rights as the  Executive may have under any other contract or agreement with the Company or the Affiliated  Entities.  Amounts that are vested benefits or that the Executive is otherwise entitled to receive  under any plan, policy, practice or program of or any other contract or agreement with the  Company or the Affiliated Entities at or subsequent to the Date of Termination (“Other  Benefits”) shall be payable in accordance with such plan, policy, practice or program or contract  or agreement, except as explicitly modified by this Agreement.  Without limiting the generality  of the foregoing, the Executive’s resignation under this Agreement with or without Good  Reason, shall in no way affect the Executive’s ability to terminate employment by reason of the  Executive’s “retirement” under, or to be eligible to receive benefits under, any compensation and  benefits plans, programs or arrangements of the Company or the Affiliated Entities, including,  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






10  US-DOCS\121477806.3  without limitation, any retirement or pension plans or arrangements or substitute plans adopted  by the Company, the Affiliated Entities or their respective successors, and any termination which  otherwise qualifies as Good Reason under this Agreement shall be treated as such under this  Agreement, even if it is also a “retirement” for purposes of any other plan or arrangement.  Section 6. No Duplication of Benefits; No Mitigation.  Notwithstanding the  foregoing, if the Executive receives payments and benefits pursuant to Section 4(a), the  Executive shall not be entitled to any severance pay or benefits under any severance plan,  program or policy of the Company and the Affiliated Entities, unless otherwise specifically  provided therein in a specific reference to this Agreement.  In no event shall the Executive be  obligated to seek other employment or take any other action by way of mitigation of the amounts  payable to the Executive under any of the provisions of this Agreement, and such amounts shall  not be reduced whether or not the Executive obtains other employment.     Section 7. Full Settlement; Legal Fees.  The Company’s obligation to make the  payments provided for in this Agreement and otherwise to perform its obligations hereunder  shall not be affected by any set-off, counterclaim, recoupment, defense, or other claim, right or  action that the Company or an Affiliated Entity may have against the Executive or others.  The  Company agrees to pay as incurred (within ten (10) days following the Company’s receipt of an  invoice from the Executive), at any time from the Change of Control through the Executive’s  remaining lifetime (or, if longer, through the twentieth (20 th ) anniversary of the Change of  Control) to the full extent permitted by law, all legal fees and expenses that the Executive may  reasonably incur as a result of any contest by the Company, an Affiliated Entity, the Executive or  others of the validity or enforceability of, or liability under, any provision of this Agreement or  any guarantee of performance thereof (including as a result of any contest by the Executive  seeking to obtain or enforce any right or benefit provided by this Agreement).   Section 8. Certain Reductions in Payments.    (a) Anything in the Agreement to the contrary notwithstanding, if the  Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined  below) would subject the Executive to the excise tax under Section 4999 of the Code, the  Accounting Firm shall determine whether to reduce any of the Payments paid or payable  pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined  below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below).   The Agreement Payments shall be so reduced only if the Accounting Firm determines that the  Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments  if the Agreement Payments were so reduced.  If the Accounting Firm determines that the  Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the  Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to  which the Executive is entitled hereunder.  For purposes of all present-value determinations  required to be made under this , the Company and the Executive elect to use the applicable  federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G,  Q&A-32.   (b) If the Accounting Firm determines that aggregate Agreement Payments  should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






11  US-DOCS\121477806.3  Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy  of the detailed calculation thereof.  All determinations made by the Accounting Firm under this  Section 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall  be made as soon as reasonably practicable and in no event later than 15 days following the Date  of Termination.  For purposes of reducing the Agreement Payments so that the Parachute Value  of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under  the Agreement (and no other Payments) shall be reduced.  The reduction of the amounts payable  hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute  payments in the following order:  (1) outplacement benefits under Section 4(a)(2), (2) any other  non-cash and non-equity benefits payable to the Executive, and (3) any cash payments payable  under Section 4(a)(1), beginning, in each case, with the payments or benefits that are to be paid  or provided the farthest in time from the Date of Termination.  All reasonable fees and expenses  of the Accounting Firm shall be borne solely by the Company.  (c) As a result of the uncertainty in the application of Section 4999 of the  Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that  amounts will have been paid or distributed by the Company to or for the benefit of the Executive  pursuant to this Agreement that should not have been so paid or distributed (each, an  “Overpayment”) or that additional amounts that will have not been paid or distributed by the  Company to or for the benefit of the Executive pursuant to this Agreement could have been so  paid or distributed (each, an “Underpayment”).  In the event that the Accounting Firm, based  upon the assertion of a deficiency by the Internal Revenue Service against the Company or the  Executive that the Accounting Firm believes has a high probability of success determines that an  Overpayment has been made, any such Overpayment paid or distributed by the Company to or  for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable)  together with Interest; provided, however, that no such repayment shall be required if and to the  extent such deemed repayment would not either reduce the amount on which the Executive is  subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes.   In the event that the Accounting Firm, based upon controlling precedent or substantial authority,  determines that an Underpayment has occurred, any such Underpayment shall be promptly paid  by the Company to or for the benefit of the Executive together with Interest.  (d) To the extent requested by the Executive, the Company and the Affiliated  Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm  shall take into account the value of, services provided or to be provided by the Executive  (including, without limitation, the Executive’s agreeing to refrain from performing services  pursuant to a covenant not to compete or similar covenant, before, on or after the date of a  change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final  regulations under Section 280G of the Code)), such that payments in respect of such services  may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to  Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the  definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final  regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final  regulations under Section 280G of the Code.  (e) The following terms shall have the following meanings for purposes of  this Section 8:  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






12  US-DOCS\121477806.3  (1) “Accounting Firm” shall mean a nationally recognized certified  public accounting firm or other professional organization that is a certified public  accounting firm recognized as an expert in determinations and calculations for purposes  of Section 280G of the Code that is selected by the Company prior to a Change of  Control for purposes of making the applicable determinations hereunder and is  reasonably acceptable to the Executive, which firm shall not, without the Executive’s  consent, be a firm serving as accountant or auditor for the individual, entity or group  effecting the Change of Control.   (2) “Net After-Tax Receipt” shall mean the present value (as  determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the  Code) of a Payment net of all taxes imposed on the Executive with respect thereto under  Section 1 and Section 4999 of the Code and under applicable state and local laws,  determined by applying the highest marginal rate under Section 1 of the Code and under  state and local laws which applied to the Executive’s taxable income for the immediately  preceding taxable year, or such other rate(s) as the Accounting Firm determines to be  likely to apply to the Executive in the relevant tax year(s).  (3) “Parachute Value” of a Payment shall mean the present value as  of the date of the Change of Control for purposes of Section 280G of the Code of the  portion of such Payment that constitutes a “parachute payment” under Section  280G(b)(2) of the Code, as determined by the Accounting Firm for purposes of  determining whether and to what extent the excise tax under Section 4999 of the Code  will apply to such Payment.  (4) “Payment” shall mean any payment or distribution in the nature of  compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the  benefit of the Executive, whether paid or payable pursuant to the Agreement or  otherwise.  (5) “Safe Harbor Amount” shall mean 2.99 times the Executive’s  “base amount,” within the meaning of Section 280G(b)(3) of the Code.  (f) The provisions of this Section 8 shall survive the expiration of the  Agreement.  Section 9. Restrictive Covenants.  (a) Applicable Covenants.  Immediately prior to a Change of Control, any  trade secret, confidentiality, non-disparagement, noncompetition, non-solicitation,  noninterference or similar covenant contained in any agreement between the Executive and any  Affiliated Entity or otherwise applicable to the Executive will terminate and have no further  force and effect.  On and following the Effective Date, the Executive will solely be subject to the  restrictive covenants set forth in this Section 9.  (b) Trade Secrets.  The parties hereto acknowledge that the Company has  taken and will continue to take actions to protect that information which qualifies as a trade  secret under applicable law (a “Trade Secret”).  Accordingly, the Executive agrees that on and  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






13  US-DOCS\121477806.3  following the Effective Date, and thereafter for so long as such information remains a Trade  Secret, the Executive shall not, directly or indirectly, use or disclose any Trade Secret of the  Company or any Affiliated Entity.  With respect to the disclosure of a Trade Secret and in  accordance with 18 U.S.C. § 1833, the Executive shall not be held criminally or civilly liable  under any federal or state trade secret law for the disclosure of a Trade Secret that (1) is made in  confidence to a federal, state, or local government official, either directly or indirectly, or to an  attorney, provided that, the information is disclosed solely for the purpose of reporting or  investigating a suspected violation of law; or (2) is made in a complaint or other document filed  in a lawsuit or other proceeding filed under seal so that it is not disclosed to the public.  The  Executive is further notified that if the Executive files a lawsuit for retaliation by the Company  for reporting a suspected violation of law, the Executive may disclose the Company’s Trade  Secrets to the Executive’s attorney and use the Trade Secret information in the court proceeding,  provided that, the Executive files any document containing the Trade Secret under seal so that it  is not disclosed to the public, and does not disclose the Trade Secret, except pursuant to court  order.  (c) Confidentiality.  The parties hereto acknowledge that the Company has  created and maintains at great expense strategic plans, sales data and sales strategy, methods,  products, procedures, processes, techniques, financial information, customer and supplier lists,  personal customer data, pricing policies, personnel data and other similar confidential and  proprietary information, and has received from its customers certain non-Trade Secret  confidential and proprietary information (collectively, the “Confidential Information”).  The  parties hereto further acknowledge that the Company has taken and will continue to take actions  to protect the Confidential Information.  Accordingly, the Executive agrees that on and following  the Effective Date, and until the sooner of (1) such time as the Confidential Information becomes  generally available to the public through no fault of the Executive, (2) such time as the  Confidential Information no longer provides a benefit to the Company, or (3) two (2) years after  the termination of the Executive’s employment with the Company, the Executive will not, in any  capacity, use or disclose, or cause to be used or disclosed, any Confidential Information the  Executive acquired while employed by the Company.  The requirements of confidentiality and  the limitations on use and disclosure described in this Agreement shall not apply to Confidential  Information that the Executive can demonstrate by clear and convincing evidence, at the time of  disclosure by the Company to the Executive, was known to the Executive as evidenced by the  Executive’s contemporaneous written records.  Nothing in this Section 9 is intended to, and shall  not be interpreted in a manner that does, limit or restrict the Executive from exercising any  legally protected whistleblower rights (including pursuant to Rule 21F promulgated under the  Securities Exchange Act of 1934, as amended).   (d) Non-Interference with Customers.  For a period of six (6) months  following the Date of Termination, the Executive will not, directly or indirectly, on behalf of  him/herself or any other person, entity or enterprise, do any of the following:  (1) solicit or accept business from any person or entity who is an  Active Customer (defined below) of the Company, a subsidiary, or any of their affiliates,  with whom the Executive has had business contact during the twelve (12) month period  prior to the Date of Termination (the “Reference Period”) for the purpose of providing  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






14  US-DOCS\121477806.3  competitive products or services similar to those provided by the Executive during the  Reference Period; or  (2) request or advise any of the Active Customers (as defined below),  suppliers or other business contacts of the Company who have business relationships with  the Company and with whom the Executive had business contact during his or her  employment with the Company to withdraw, curtail or cancel any of their business  relations with the Company.   (e) Non-Interference with Employees.  For a period of six (6) months  following the Date of Termination, the Executive will not, directly or indirectly, on behalf of  him/herself or any other person, entity or enterprise, do any of the following:  (1) directly or indirectly solicit any Restricted Person (as defined  below) to provide services to any person or entity in a manner reasonably likely to pose a  competitive threat to the Company; or  (2) directly or indirectly solicit any Restricted Person to provide  services to any person or entity in a manner reasonably likely to have a material negative  effect on the Company’s business.  (f) Non-Disparagement.  (1) On and following the Date of Termination, the Executive agrees to  refrain from making any negative, disparaging, denigrating or derogatory remarks,  comments or statements, either orally or in writing, and whether true or not, about the  Company, its predecessors and successors, and their directors, officers, shareholders,  employees or agents, to anyone, including, but not limited to, the Company’s current and  former customers, employees, suppliers, vendors, and referral sources.  The Executive  represents and promises in this regard that he or she shall not communicate, either  directly or indirectly, with any media any negative, disparaging, denigrating or  derogatory remarks regarding any aspect of the Company’s business or regarding any  nonpublic information about the Company or its directors, officers, shareholders,  employees or agents.  Negative, disparaging, denigrating or derogatory remarks as used  in this Section 9(f)(1) shall include, but not be limited to, any statements that may  reasonably be considered to be detrimental to the Company, to its business operations or  reputation, or to the business, professional or personal reputations of the Company’s  directors, officers, shareholders, employees or agents.    (2) On and following the Date of Termination, the Company agrees to  refrain from making any negative, disparaging, denigrating or derogatory remarks,  comments or statements, either orally or in writing, and whether true or not, about the  Executive.  The Company represents and promises that in this regard the Company shall  not communicate, either directly or indirectly, with any media any negative, disparaging,  denigrating or derogatory remarks regarding the Executive.  Negative, disparaging,  denigrating or derogatory remarks as used in this Section 9(f)(2) include, but are not  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






15  US-DOCS\121477806.3  limited, to any statements that may be reasonably be considered to be detrimental to the  Executive or the Executive’s business, professional or personal reputation.   (g) Remedies.  Notwithstanding any other provision of this Agreement, if the  Company or the Executive breaches any provision of this Section 9, the Executive or the  Company, as applicable, shall be entitled to injunctive and other equitable relief (without the  necessity of showing actual monetary damages or of posting any bond or other security):   (1) restraining and enjoining any act which would constitute a breach, or (2) compelling the  performance of any obligation which, if not performed, would constitute a breach, as well as any  other remedies available to such party, including monetary damages.  If any court of competent  jurisdiction shall deem any provision in this Section 9 too restrictive, the other provisions shall  stand, and the court shall modify the unduly restrictive provision to the point of greatest  restriction permissible by law.  The restrictive covenants set forth in this Section 9 shall survive  the termination of the Executive’s employment for any reason during the Protection Period, and  the Executive and the Company shall continue to be bound by the terms of this Section 9 as if  this Agreement was still in effect.  (h) Relevant Definitions.  For purposes of this Section 9:  (1) “Active Customer” shall mean any customer or prospective  customer of the Company which, within the Reference Period, either received any  products or services supplied by or on behalf of the Company or was the recipient of at  least two (2) business contacts by any personnel of the Company (including the  Executive).  (2) “Restricted Person” shall mean any employee of the Company  employee (1) has been entrusted with the Company’s Confidential Information or Trade  Secrets in connection with his/her employment with the Company and (2) with whom the  Executive directly worked at any point during the Reference Period.  Section 10. Indemnification.  The Company shall indemnify the Executive and hold  the Executive harmless to the fullest extent permitted under the charter and by-laws of the  Company (including the advancement of expenses) against, and with respect to, any and all  actions, suits, proceedings, claims, demands, judgments, costs, expenses (including reasonable  attorneys’ fees), losses and damages resulting from the Executive’s good faith performance of  his duties and obligations with the Company and the Affiliated Entities.  Section 11. Successors.    (a) This Agreement is personal to the Executive, and, without the prior  written consent of the Company, shall not be assignable by the Executive other than by will or  the laws of descent and distribution.  This Agreement shall inure to the benefit of and be  enforceable by the Executive’s legal representatives.  (b) This Agreement shall inure to the benefit of and be binding upon the  Company and the Affiliated Entities and their respective successors and assigns.  Except as  provided in Section 11(c), without the prior written consent of the Executive, this Agreement  shall not be assignable by the Company.  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






16  US-DOCS\121477806.3  (c) The Company will require any successor (whether direct or indirect, by  purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or  assets of the Company to assume expressly and agree to perform this Agreement in the same  manner and to the same extent that the Company and the Affiliated Entities would be required to  perform it if no such succession had taken place.  “Company” means the Company as  hereinbefore defined and any successor to its businesses and/or assets as aforesaid that assumes  and agrees to perform this Agreement by operation of law or otherwise.  Section 12. Miscellaneous.    (a) This Agreement shall be governed by and construed in accordance with  the laws of the State of Wisconsin, without reference to principles of conflict of laws.  The  captions and headings of this Agreement are not part of the provisions hereof and shall have no  force or effect.  For purposes of this Agreement, the term “including” shall mean “including,  without limitation.”  (b) This Agreement may not be amended or modified other than by a written  agreement executed by the parties hereto or their respective successors and legal representatives.   (c) All notices and other communications hereunder shall be in writing and  shall be given by hand delivery to the other party or by registered or certified mail, return receipt  requested, postage prepaid, addressed as follows:  if to the Executive:  the most recent address on file at the Company; and  if to the Company:  Associated Banc-Corp  Attention:  Executive Vice President,  General Counsel and Corporate Secretary  433 Main Street  Green Bay, Wisconsin 54301  or to such other address as either party shall have furnished to the other in writing in accordance  herewith.  Notice and communications shall be effective when actually received by the  addressee.  (d) The invalidity or unenforceability of any provision of this Agreement shall  not affect the validity or enforceability of any other provision of this Agreement.  (e) The Company may withhold from any amounts payable under this  Agreement such United States federal, state or local or foreign taxes as shall be required to be  withheld pursuant to any applicable law or regulation.  (f) The Executive’s or the Company’s failure to insist upon strict compliance  with any provision of this Agreement or the failure to assert any right the Executive or the  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






17  US-DOCS\121477806.3  Company may have hereunder, including, without limitation, the right of the Executive to  terminate employment for Good Reason pursuant to Section 3(c), shall not be deemed to be a  waiver of such provision or right or any other provision or right of this Agreement.  (g) The Executive and the Company acknowledge that, except as may  otherwise be provided under any other written agreement between the Executive and the  Company, the employment of the Executive by the Company and/or an Affiliated Entity is “at  will” and the Executive’s employment may be terminated by either the Executive or the  Company (with effect at the applicable Affiliated Entity) at any time prior to the Effective Date,  in which case the Executive shall have no further rights under this Agreement.    (h) From and after the Effective Date, except as otherwise provided herein,  this Agreement shall supersede any other agreement between the parties with respect to the  subject matter hereof in effect immediately prior to the execution of this Agreement.  Section 13. Section 409A of the Code.  (a) General.  The obligations under this Agreement are intended to comply  with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and  shall, in all respects, be administered in accordance with Section 409A of the Code.  Any  payments that qualify for the “short-term deferral” exception, the separation pay exception or  another exception under Section 409A of the Code shall be paid under the applicable exception  to the maximum extent permissible.  For purposes of the limitations on nonqualified deferred  compensation under Section 409A of the Code, each payment of compensation under this  Agreement shall be treated as a separate payment of compensation for purposes of applying the  exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay  exception or any other exception or exclusion under Section 409A of the Code.  In no event may  the Executive, directly or indirectly, designate the calendar year of any payment under this  Agreement.  (b) Reimbursements and In-Kind Benefits.  Notwithstanding anything to  the contrary in this Agreement, all reimbursements and in-kind benefits provided under this  Agreement that constitute nonqualified deferred compensation subject to Section 409A of the  Code shall be made in accordance with the requirements of Section 409A of the Code, including,  without limitation, that (1) in no event shall reimbursements by the Company under this  Agreement be made later than the end of the calendar year next following the calendar year in  which the applicable fees and expenses were incurred; provided that, the Executive shall have  submitted an invoice for such fees and expenses at least 10 days before the end of the calendar  year next following the calendar year in which such fees and expenses were incurred; (2) the  amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar  year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any  other calendar year; (3) the Executive’s right to have the Company pay or provide such  reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit;  and (4) in no event shall the Company’s obligations to make such reimbursements or to provide  such in-kind benefits apply later than the Executive’s remaining lifetime (or if longer, through  the twentieth (20 th ) anniversary of the date first written above).   DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






18  US-DOCS\121477806.3  (c) Delay of Payments.  Notwithstanding anything herein to the contrary, if  any amounts payable or benefits to be provided to the Executive under Section 4 constitute  deferred compensation within the meaning of Section 409A of the Code (including by reason of  the separation pay and benefits under this Agreement being aggregated with the separation pay  and benefits under another arrangement to which the Executive and the Company or an  Affiliated Entity are a party or in which the Executive is an eligible participant), (1) if the  Executive is a “specified employee” within the meaning of Section 409A of the Code (as  determined in accordance with the methodology established by the Company as in effect on the  Date of Termination), amounts that constitute nonqualified deferred compensation within the  meaning of Section 409A of the Code that would otherwise be payable during the six-month  period immediately following the Date of Termination on account of the Executive’s separation  from service shall instead be paid, with Interest (based on the rate in effect for the month in  which the Executive’s separation from service occurs), on the first business day of the seventh  month following the Executive’s “separation from service” within the meaning of Section 409A  of the Code; (2) if the Executive dies following the Date of Termination and prior to the payment  of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to  the personal representative of the Executive’s estate within thirty (30) days after the date of the  Executive’s death; and (3) in no event shall the Date of Termination of the Executive’s  employment be deemed to occur until the Executive experiences a “separation from service”  within the meaning of Section 409A of the Code, and notwithstanding anything contained herein  to the contrary, the date on which such separation from service takes place shall be the Date of  Termination.      Section 14. Survivorship.  Upon the expiration or other termination of this  Agreement or the Executive’s employment, the respective rights and obligations of the parties  hereto shall survive to the extent necessary to carry out the intentions of the parties under this  Agreement.  [Signature page follows]  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F 





 






19  US-DOCS\121477806.3  IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,  pursuant to the authorization from the Board, the Company has caused these presents to be  executed in its name on its behalf, all as of the day and year first above written.  ASSOCIATED BANC-CORP  By:        Name: Randall J. Erickson  Title: Executive Vice President, General Counsel  and Corporate Secretary            Andrew J. Harmening  President & Chief Executive Officer                          [Signature Page to Associated Banc-Corp Change of Control Agreement]  DocuSign Envelope ID: B9EF76D9-EE3E-43E8-BCFE-A735A5D1C52F