EX-10.2



 EXHIBIT 10.2 
  





 
 Associated Banc-Corp 

2013 Incentive Compensation Plan 

Cover Page to Restricted Stock Unit Agreement 

(The Restricted Stock Unit Agreement is attached hereto) 

Pursuant and subject to the Associated Banc-Corp 2013 Incentive Compensation Plan (the “Plan”) and the attached Restricted Stock Unit
Agreement, the Committee has awarded the Grantee named below restricted stock units (“RSUs”) as follows: 
  

			
	Name of Grantee:	  	[INSERT NAME]
		
	Grant Date:	  	[INSERT DATE]
		
	Total Number of RSUs Granted and Available for Vesting Under This Award (i.e., 100% of target):	  	[INSERT NUMBER OF RSUs SUBJECT TO THIS AWARD]

 By executing below, the Grantee hereby acknowledges (1) receipt of a true copy of the Restricted Stock Unit Agreement;
(2) that the Grantee has read the Restricted Stock Unit Agreement (including any Exhibits thereto) and the Plan carefully, and fully understands their contents; (3) that the Grantee accepts the award of RSUs; and (4) the Grantee
agrees to be bound by the terms and conditions of the Restricted Stock Unit 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 Restricted Stock Unit Agreement and the Plan. 
  

							
	ASSOCIATED BANC-CORP	 		 	GRANTEE
				
	 By:
	 	  
	 	By:	 	  

				
	Name:	 	  
	 		 	
				
	Its:	 	  
	 		 	

 Please sign and EMAIL your signed copy of (1) this cover page to the
Restricted Stock Unit Agreement and (2) Exhibit A (Consent of Spouse) by [INSERT DATE] to [INSERT NAME/DEPARTMENT] at [INSERT 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 Restricted Stock Unit Agreement is for your records and does not need to be returned. 







 ASSOCIATED BANC-CORP 

2013 INCENTIVE COMPENSATION PLAN 

RESTRICTED STOCK UNIT AGREEMENT 

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 Restricted Stock Unit Agreement (the “Cover Page”) an award of Restricted Stock Units (the
Cover Page and this Restricted Stock Unit Agreement hereinafter referred to as this “Agreement”). 
 To evidence such award
and to set forth its terms, Associated Banc-Corp (the “Company”) and the Grantee agree as hereinafter set forth. All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Plan. 

1. Grant of Restricted Stock Units. Subject to, and upon the terms and conditions set forth in this Agreement and the Plan, the
Committee granted to the Grantee the number of restricted stock units set forth on the Cover Page (the “RSUs”), effective as of the grant date set forth on the Cover Page (the “Grant Date”), and the Grantee hereby
accepts the grant of the RSUs, as set forth herein. 
 2. Crediting of RSUs. The RSUs shall be credited to an account on the
Company’s books as of the Grant Date. Such account shall be maintained for recordkeeping purposes only, and the Company is not obligated to segregate or set aside assets representing the amounts credited to such account. The obligation to
settle such account shall be an unfunded, unsecured obligation of the Company. 
 3. Dividend Equivalents. Prior to settlement of the
RSUs pursuant to Paragraph 8 below, the Grantee’s RSU Account shall be credited with Dividend Equivalents based on the dividends the Company has paid on, or makes distributions with respect to Shares. The amount of such Dividend
Equivalents shall be determined by multiplying (a) by (b), where (a) is the total amount of dividends or distributions (as applicable) paid on a Share between the Grant Date and the Vesting Date as defined in Paragraph 5), and (b) is
the number of RSUs earned by Grantee on the Vesting Date. Dividend Equivalents received by the Grantee pursuant to this Paragraph 3 shall be subject to the terms of this Agreement, including the vesting and settlement provisions of Paragraphs 5
and 8 below; provided, however, that such Dividend Equivalents shall be settled in cash. 
 4. Limitations on
Transferability. At any time prior to vesting in accordance with Paragraph 5, 6 or 7 below, the RSUs and Dividend Equivalents, or any interest therein, cannot be directly or indirectly transferred, sold, assigned, encumbered or otherwise
disposed. 
 5. Date of Vesting. Subject to the provisions of Paragraphs 6 and 7 below, the RSUs shall become vested (a) based
on the terms and conditions specified in Exhibit B hereto (the “Performance Criteria”), and (b) on the date (the “Vesting Date”) that the Committee determines, in writing and in its sole discretion,
the number of RSUs and Dividend Equivalents that shall become vested pursuant to the Performance Criteria. 

  
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 Notwithstanding the foregoing, and subject to Paragraphs 6 and 7 below, in the event that the
Grantee incurs a Termination of Service prior to the Vesting Date, any RSUs or Dividend Equivalents that were unvested on the date of such Termination of Service shall be immediately forfeited to the Company. Any RSUs or Dividend Equivalents that do
not vest on the Vesting Date shall be forfeited to the Company. The Committee shall have full discretion and authority to determine whether and to what extent the Performance Criteria have been satisfied, and the determination of the Committee shall
be final and binding on the Grantee, the Company, and all other Persons. In addition, notwithstanding the fact that the Performance Criteria may otherwise be fully satisfied, to the extent determined by the Committee in its sole and complete
discretion, the number of RSUs and Dividend Equivalents that are to vest on the Vesting Date may be reduced by the Committee. Any such reduction shall be determined after the end of the applicable performance period and on or prior to the Vesting
Date. Nothing in this Paragraph 5 shall affect the requirement that the Grantee remain employed by the Company as of the Vesting Date (subject to Paragraphs 6 and 7 below). 

6. Termination of Service. Subject to Paragraph 7 below, the provisions of this Paragraph 6 shall apply in the event the Grantee
incurs a Termination of Service at any time prior to all the RSUs and Dividend Equivalents vesting pursuant to Paragraph 5 above: 

(a) If the Grantee incurs a Termination of Service because of his or her death or Disability or due to Early Retirement or
Normal Retirement, any RSUs or Dividend Equivalents that had not vested prior to the date of such Termination of Service shall vest on the Vesting Date, subject to the Performance Criteria. For the avoidance of doubt, the Vesting Date that the
Committee determines the number of RSUs and Dividend Equivalents that shall become vested pursuant to this Paragraph 6(a) shall be the same Vesting Date that the Committee determines to be the Vesting Date for all other RSUs which are subject to the
same Performance Criteria as the RSUs granted hereunder and were granted to Grantees who do not incur a Termination of Service prior to the Vesting Date. 

(b) If the Grantee incurs a Termination of Service for any reason other than his or her death, Disability, Early Retirement or
Normal Retirement, then any RSUs or Dividend Equivalents that had not vested prior to the date of such Termination of Service shall be immediately forfeited to the Company. 

7. Change in Control. Notwithstanding Paragraph 6 above, if the Grantee incurs an involuntary Termination of Service (other than due to
Cause) (a) during the two year period immediately following a Change in Control that occurred after the Grant Date, and (b) before the Vesting Date, any RSUs or Dividend Equivalents that had not vested prior to the date of such Termination
of Service shall vest. In addition, upon a Change in Control, the Grantee will have such rights with respect to the RSUs and Dividend Equivalents as are provided for in the Plan. 

8. Settlement of RSUs and Dividend Equivalents. A vested RSU or Dividend Equivalent shall be settled as soon as administratively
practicable after it vests, but in no event later than thirty (30) days after the Vesting Date. Notwithstanding the foregoing, for Restricted Stock units which are Deferred Compensation, if the Grantee is a “specified employee”
(within the meaning of Treasury Regulations Section 1.409A-1(i)) and the RSU or Dividend Equivalent 

  
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has vested in connection with a Termination of Service, then the vested RSUs or Dividend Equivalent shall be settled as soon as administratively practicable after the date that is six
(6) months after the date of such Termination of Service (or earlier, such Grantee’s death) or, if later, the Vesting Date. Each vested RSU shall be settled by ascribing to the Grantee (or, in the event of the Grantee’s death, to his
or her Beneficiary) a Share in a book entry on the records kept by the Company’s transfer agent or such other method of delivering Shares subject to this Award, as determined appropriate by the Committee. Each vested Dividend Equivalent shall
be settled by a cash payment to the Grantee. 
 9. Spousal Consent. As a 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 A. 

10. Restrictive Covenants. 

(a) Confidential Information. 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 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 Grantee agrees that during the term of the Grantee’s employment with the Company, and until the sooner of (i) such time as the Confidential Information
becomes generally available to the public through no fault of the Grantee or other person under the duty of confidentiality to the Company, (ii) such time as the Confidential Information no longer provides a benefit to the Company, or
(iii) two (2) years after the termination of the Grantee’s employment with the Company, the Grantee will not, in any capacity, use or disclose, or cause to be used or disclosed, in any geographic territory in which the Company or any
of the Company’s customers do business, any Confidential Information the Grantee 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 Grantee can demonstrate by clear and convincing evidence, at the time of disclosure by the Company to the Grantee, was known to the Grantee as evidenced by the Grantee’s contemporaneous written records. The
parties hereto agree that nothing in this Agreement shall be construed to limit or negate the law of torts or trade secrets where it provides the Company with broader protection than that provided herein. 

(b) Return of Company Property. The parties hereto acknowledge that any material (in computerized or written form) that
the Grantee obtained in the course of performing the Grantee’s employment duties are the sole and exclusive property of the Company, the Grantee agrees to immediately return any and all records, files, computerized data, documents, confidential
or proprietary information, or any other property owned or belonging to the Company in the Grantee’s possession or under his or her control, without any originals or copies being kept by the Grantee or conveyed to any other person, upon the
Grantee’s separation from employment or upon the Company’s request. 

  
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 (c) Non-Interference with Customers, Employees. For a period of twelve (12) months
following the termination of the Grantee’s employment with the Company for any reason, the Grantee will not, directly or indirectly, on behalf of him/herself or any other person, entity or enterprise, do any of the following: 

(i) solicit or accept business from any person or entity who is an Active Customer (as defined below) of the Company, a
Subsidiary, or any of their affiliates, with whom the Grantee has had business contact during the twelve (12) month period prior to the termination of the Grantee’s employment with the Company (the “Reference Period”) for
the purpose of providing competitive products or services similar to those provided by the Grantee during the Reference Period; 

(ii) request or advise any of the Active Customers, suppliers or other business contacts of the Company who have business
relationships with the Company and with whom the Grantee had business contact during his or her employment with the Company to withdraw, curtail or cancel any of their business relations with the Company; 

(iii) induce or attempt to induce any employee or other personnel of the Company to terminate his or her relationship or breach
his or her employment relationship or other contractual relationship, whether oral or written, with the Company; provided, however, that nothing shall prevent a future employer of the Grantee from hiring such employee or other
personnel if the Grantee does not otherwise violate this provision. 
 “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 Grantee).

 (d) Remedies. Notwithstanding any other provision of this Agreement, if the Grantee breaches any provision of this
Paragraph 10, any RSUs and Dividend Equivalents shall be immediately forfeited to the Company. In addition, the Company 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): (i) restraining and enjoining any act which would constitute a breach, or (ii) compelling the performance of any obligation which, if not performed, would constitute a breach, as well as any other
remedies available to the Company, including monetary damages. Upon the Company’s request, the Grantee shall provide reasonable assurances and evidence of compliance with the restrictive covenants set forth in this Paragraph 10. If any
court of competent jurisdiction shall deem any provision in this Paragraph 10 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 

  
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Paragraph 10 shall survive the termination of this Agreement, the forfeiture of any RSUs or Dividend Equivalents, and the Grantee’s termination of employment for any reason, and the
Grantee shall continue to be bound by the terms of this Paragraph 10 as if this Agreement was still in effect. 
 11. 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. 

12. Adjustment of Award. This Award is subject to adjustment as provided under Section 4.2 of the Plan. 

13. 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. 

14. Shareholder Rights. The Grantee will have no rights as a shareholder with respect to any RSU unless and until it is settled
pursuant to Paragraph 8 above. As of the date that a Share is ascribed or otherwise delivered pursuant to Paragraph 8 above, the Grantee shall have rights as a shareholder in the Company with respect to such Share. 

15. 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.

 16. 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 Shares or RSUs, 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
Shares. 
 17. 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 this Award. 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. 

  
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 18. 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 the RSUs 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; 

(c) no payment or benefit under this Agreement shall be provided to the Grantee if it would violate any applicable Compensation
Limitation; and 
 (d) notwithstanding anything to the contrary in this Agreement, the RSUs and Dividend Equivalents
(including any proceeds, gains, or other economic benefit actually or constructively received by the Grantee thereof upon the receipt, vesting, or settlement thereof, or resale of the Shares received pursuant hereto upon or after settlement of this
Award) shall be subject to the provisions of any clawback or recoupment policy adopted by the Board and/or the Committee, including any such policy adopted to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act, any rules or
regulations promulgated and in effect thereunder, or any SEC or securities exchange rule. 
 19. 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. 
 20. 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. 

21. 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. 

  
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 22. Construction. Notwithstanding any other provision of this Agreement, this Agreement is
made and the RSUs and Dividend Equivalents are 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. 

23. 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. 
 24.
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. 
 25.
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. 

26. Headings. The headings contained in this Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. 
 27. 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 hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted. 

28. Tax Consequences. The Grantee acknowledges and agrees that the Grantee is responsible for all taxes and tax consequences with
respect to the grant or settlement of the RSUs and Dividend Equivalents awarded hereunder. 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 or settlement of the RSUs and Dividend Equivalents awarded hereunder. Notwithstanding any other provision of this Agreement, the RSUs and Dividend Equivalents shall not be
settled 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 or settlement of the RSUs and Dividend Equivalents or the lapse of restrictions otherwise imposed by this Agreement. This Agreement is intended to be exempt from Code Section 409A and
shall be administered and interpreted in accordance with such intent. 
 29. 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 the RSUs and Dividend Equivalents subject to all the terms and provisions of this Agreement


  
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and of the Plan. The Shares are granted pursuant to the terms of the Plan, the terms of which are incorporated herein by reference, and the RSUs and Dividend Equivalents 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. 
 30. 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 

Consent of Spouse 

I,
                        , spouse of
                        , have read and approve the foregoing Restricted Stock Unit Grant Agreement (the
“Agreement”). In consideration of the Company’s grant to my spouse of restricted stock units (which will be settled in shares of Associated Banc-Corp) and Dividend Equivalents (which will be settled in cash), 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 or cash paid 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

  

	 ̈	Not applicable; I am not married. 


  
 Exhibit A – Page 1









 Exhibit B 

Performance Criteria 

(as attached) 

  
 Exhibit B – Page 1