EX-10.3







Exhibit 10.3




FORM OF TARP CAPITAL PURCHASE PROGRAM 

COMPLIANCE, AMENDMENT AND CONSENT AGREEMENT 




     This TARP Capital Purchase Program Compliance, Amendment and Consent Agreement, dated as of
November 20, 2008 (the “Agreement”), is entered into by and between
                                        (the “Executive”) and Associated Banc-Corp (the
“Company”).



     WHEREAS, the Executive is a “senior executive officer” (as defined in subsection 111(b)(3) of
the Emergency Economic Stabilization Act of 2008 (the “EESA”) and any guidance and regulations
issued thereunder, including the Interim Final Rule under 31 C.F.R. Part 30) of the Company (a
“Senior Executive Officer”); and



     WHEREAS, in connection with the purchase by the United States Department of the Treasury (the
“UST”) of certain preferred shares and related common stock warrants of the Company (the “Purchased
Securities”) and pursuant to a Letter Agreement and a Securities Purchase Agreement, between the
UST and the Company (the “Purchase Agreement”), the Company is required to meet certain executive
compensation and corporate governance standards under Section 111(b) of EESA, as implemented by
guidance or regulation thereunder that has been issued and is in effect as of the Closing Date (as
defined in the Purchase Agreement) (such guidance or regulation being hereinafter referred to as
the “CPP Guidance”); and



     WHEREAS, as a condition to the Closing (as defined in Section 1.2(a) of the Purchase
Agreement), Section 1.2(d)(iv)(A) thereof provides that the Company is required to have effected
such changes to its compensation, bonus, incentive and other benefit plans, arrangements and
agreements (including golden parachute, severance and employment agreements) (collectively, the
“Compensation and Benefit Arrangements”) with respect to its Senior Executive Officers (and to the
extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers
shall have duly consented in writing to such changes), as may be necessary, to comply with Section
111(b) of EESA and the CPP Guidance during the time that the UST owns any Purchased Securities or
any equity in the Company acquired through such Purchased Securities; and



     WHEREAS, in consideration for the benefits the Executive will receive as a result of the
participation of the Company in the UST’s TARP Capital Purchase Program, the Executive desires to
modify the Compensation and Benefit Arrangements with respect to which the Executive is a party or
a participant, to the extent necessary to comply with Section 111(b) of the EESA, the CPP Guidance
and the Purchase Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the covenants set forth herein, the
Executive and the Company hereby agree as follows:




	1.	 	Amendments to the Compensation and Benefit Arrangements. Effective as of the date
hereof, the Executive hereby consents to the amendment of the Compensation and Benefit
Arrangements, specifically including, but not limited to, each of the Executive’s outstanding
equity awards listed on Schedule 1 hereto, and any other outstanding equity or
non-equity award under any of the Company incentive compensation plans, as




 









 






	 	 	determined by the Company’s Board of Directors (the “Board”) or the Compensation and
Benefits Committee of the Board (the “Committee”) to be necessary to comply with the
executive compensation and corporate governance requirements of Section 111(b) of the EESA
and the CPP Guidance, and the provisions of Sections 1.2(d)(iv), 1.2(d)(v) and 4.10 of the
Purchase Agreement, including as follows:






	 	(a)	 	In the event that any payment or benefit to which the Executive is or may
become entitled under the Compensation and Benefit Arrangements is a “golden parachute
payment” for purposes of Section 111(b) of the EESA and the CPP Guidance, including the
rules set forth in § 30.9 Q-9 of 31 C.F.R. Part 30, if, and to the extent, the payment
of which is prohibited to be made by the Company under EESA and the CPP Guidance, then
(i) the Company shall not make or provide (nor shall the Company be obligated to make
or provide), during the period that the UST owns any Purchased Securities or any equity
in the Company acquired through such Purchased Securities, any such prohibited portion
of such payment or benefit to the Executive, and (ii) the Executive shall not be
entitled to receive, during the period that the UST owns the Purchased Securities or
any equity in the Company acquired through such Purchased Securities, any such
prohibited portion of such payment or benefit.
	 
	 	(b)	 	Any bonus or incentive compensation paid to the Executive during the period
that the UST owns the Purchased Securities will be subject to recovery or “clawback” by
the Company or its affiliates (pursuant to the Company’s TARP Capital Purchase Program
Clawback Policy attached hereto as Exhibit A, as it may be amended from time to
time) if, and to the extent, the payments were based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria, all within
the meaning of Section 111(b) of the EESA and the CPP Guidance.
	 
	 	(c)	 	In the event that the Committee determines that any bonus or incentive
compensation arrangement pursuant to which the Executive is or may be entitled to a
payment encourages the Executive to take “unnecessary and excessive risks that threaten
the value of the financial institution” (within the meaning of § 30.9 Q-4 of 31 C.F.R.
Part 30), the Committee (or, if required by the applicable arrangement, the Board), on
behalf of the Company, shall take such action as is necessary to amend any such bonus
and/or incentive compensation arrangements to eliminate such encouragement, and the
Executive’s bonus and/or incentive compensation will be determined pursuant to such
amended arrangements.






	2.	 	Miscellaneous.






	 	(a)	 	This Agreement shall be void and without effect ab initio if the Closing (as
defined in the Purchase Agreement) of the transactions contemplated by the Purchase
Agreement does not occur.




 









 






	 	(b)	 	This Agreement may be executed in one or more counterparts, each of which when
executed shall be an original, but all of which when taken together shall constitute
one and the same agreement.
	 
	 	(c)	 	The Executive hereby consents to the adoption of any amendment to any specific
Compensation and Benefit Arrangement which the Board or the Committee, as applicable,
believes is necessary or appropriate in order to (i) memorialize the terms and intent
of this Agreement, including, but not limited to, (1) the addition of the TARP Capital
Purchase Program Annex (in the form attached hereto as Exhibit B) to each
relevant Compensation and Benefits Arrangement, and (2) the adoption of the Company’s
TARP Capital Purchase Program Clawback Policy, and (ii) comply with any
subsequently-issued, applicable guidance under EESA that is either (1) treated as being
effective as of the Closing Date (as defined in the Purchase Agreement), or (2)
required by the UST as a condition of the Company’s continued participation in the TARP
Capital Purchase Program.
	 
	 	(d)	 	This Agreement shall be governed by, and interpreted in accordance with, the
laws of the State of Wisconsin.





     IN WITNESS WHEREOF, the Company has caused this Agreement to executed by its duly authorized
representative and the Executive executed this Agreement as of the day and year first above
written.



	 	 	 	 	 	 	 
	EXECUTIVE	 	ASSOCIATED BANC-CORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 


	 	 
	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






SCHEDULE
1


EXECUTIVE’S EQUITY AWARDS




 









 








EXHIBIT
A


TARP CAPITAL PURCHASE PROGRAM CLAWBACK POLICY




 










 





Exhibit A




ASSOCIATED BANC-CORP

TARP Capital Purchase Program Clawback Policy




This TARP Capital Purchase Program Clawback Policy (this “Policy”), adopted by the
Associated Banc-Corp (the “Company”) Board of Directors (the “Board”) as of
November 20, 2008, has been established as part of the Company’s participation in the TARP Capital
Purchase Program (the “CPP”) of the United States Treasury Department (“UST”).
This Policy is intended to comply with Section 111(b)(2)(B) of the Emergency Economic Stabilization
Act of 2008 (“EESA”), as implemented by guidance and regulations thereunder in effect as of
November 20, 2008 (any such guidance or regulation being referred to hereinafter as “CPP
Guidance”).



During the time period UST holds an equity or debt position acquired under the CPP, any bonus or
incentive compensation paid to any of the Company’s “senior executive officers” or “SEOs,” within
the meaning set forth in CPP Guidance, to the extent based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria will be subject to
recovery or “clawback” by the Company.



This Policy will be administered by the Board’s Compensation and Benefits Committee (the
“Committee”), unless otherwise determined by the Board, in accordance with the following:




§ Notwithstanding anything in any policy, plan, program, agreement or arrangement of the
Company or any of the affiliates in its “controlled group,” within the meaning of §30.1 Q-1(b)
of 31 C.F.R. Part 30 or any subsequent applicable CPP Guidance, to the contrary, all
determinations, actions and interpretations made pursuant to this Policy shall be made in
accordance with EESA and any applicable CPP Guidance.




§ If the Committee determines, in its sole and absolute discretion, that an SEO received a
payment, or payments, of bonus or incentive compensation (including, without limitation, any
non-equity short- or long-term bonus or any equity compensation) that is based on materially
inaccurate financial statements or any other materially inaccurate performance metric criteria
used in determining or setting such bonus or incentive compensation, then the Committee shall
determine the amount of any such bonus or incentive compensation that was paid as a result of
such materially inaccurate financial statements and/or performance metric criteria (the
“Overpayment Amount”). The Committee shall, promptly after making such determination,
send such SEO a notice of recovery (“Recovery Notice”) which shall specify the
Overpayment Amount and the terms for prompt repayment thereof.



The Board shall have the authority to amend or terminate this Policy to the extent necessary to
comply with the requirements of EESA and the CPP Guidance. The Committee shall have the authority
to establish rules and procedures for administering this Policy, all of which shall comply with the
requirements of EESA and the CPP Guidance.



 









 





EXHIBIT B




TARP CAPITAL PURCHASE PROGRAM ANNEX




 









 





Exhibit B




TARP Capital Purchase Program Annex



Notwithstanding anything in the Plan to the contrary, during the period when the United States
Department of the Treasury (the “UST) owns any debt or equity of the Company in connection
with the Company’s participation in the UST’s TARP Capital Purchase Program, with respect to any
Participant or Optionee (as applicable) who, as determined by the Compensation and Benefits
Committee of the Company’s Board of Directors (the “Committee”), is or becomes a “senior
executive officer” (as defined in subsection 111(b)(3) of the Emergency Economic Stabilization Act
of 2008 (the “EESA”) and the guidance regulations issued thereunder, including the Interim
Final Rule under 31 C.F.R. Part 30 (the “CPP Guidance”)) with respect to the Company (a
“Senior Executive Officer”) shall be subject to the following provisions.





	 	(a)	 	To the extent any payment or benefit to which such Senior Executive Officer is
or may become entitled under the Plan is a “golden parachute payment” for purposes of
Section 111(b) of EESA and the CPP Guidance, including the rules set forth in § 30.9
Q-9 of 31 C.F.R. Part 30 (“Golden Parachute Payment”), if, and to the extent,
the payment of which is prohibited to be made by the Company under EESA and the CPP
Guidance, then (i) the Company shall not make or provide (nor shall the Company be
obligated to make or provide), any such prohibited portion of such payment or benefit
to such Senior Executive Officer, and (ii) such Senior Executive Officer shall not be
entitled to receive any such prohibited portion of such payment or benefit. All
payments that would be Golden Parachute Payments to such Senior Executive Officer
(whether arising under the Plan or any other plan, program or arrangement of, or
agreement with, the Company) shall be aggregated and reduced, as determined by the
Committee, in the following order until the aggregate amount of all payments remaining
due to such Senior Executive Officer no longer constitute Golden Parachute Payments:






	 	(i)	 	first, if and to the extent necessary, payments of cash
severance shall be eliminated in reverse order based on the date they would
have otherwise become due;
	 
	 	(ii)	 	then, if and to the extent necessary, vesting of equity awards
shall be eliminated in reverse order based on the grant date of such awards
(i.e, last granted, first eliminated);
	 
	 	(iii)	 	then, if and to the extent necessary, payments of other forms
of deferred compensation shall be eliminated.






	 	(b)	 	Any bonus or incentive compensation paid to such Senior Executive Officer under
the Plan will be subject to recovery or “clawback” by the Company or its affiliates
pursuant to the Company’s TARP Capital Purchase Program Clawback Policy, as in effect
from time to time (the “Policy”), if, and to the extent, the payment of any
such bonus or incentive compensation was based on materially inaccurate financial
statements or any other materially inaccurate performance metric criteria, as
determined pursuant to the Policy, Section 111(b) of EESA and the CPP Guidance.




 









 












	 	(c)	 	The provisions of this Annex shall be interpreted in compliance with EESA and
any applicable CPP Guidance. For purposes of this Annex, references to the Company
shall be deemed to include all entities in the Company’s controlled group (as
determined pursuant to the CPP Guidance).