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      Associated Banc-Corp  2020 Incentive Compensation Plan  Cover Page to Retention Agreement   (The Retention Agreement has been delivered simultaneously herewith)    Grantee Name: PARTICIPANT NAME    Grant Date:  February 19, 2021  Grant Date FMV: $225,000  Grant Price: GRANT DATE FMV    Grant Acceptance Process:  Step 1: Please read the below Retention Agreement in its entirety, and print for your records.  Step 2: After thoroughly reviewing the Retention Agreement, review your individual award information.  Step 3: Electronically accept your grant via the Online Grant Agreement portal of Fidelity’s website.      Share Information Subject to this Award:  Restricted Stock Award    Pursuant and subject to the Associated Banc-Corp 2020 Incentive Compensation Plan (the “Plan”) and  the Retention Agreement delivered to Grantee simultaneously herewith, the Committee has awarded the  Grantee named above shares of restricted Common Stock of Associated Banc-Corp (“Restricted  Shares”) as follows:      IN WITNESS WHEREOF, as of the Grant Date the Company hereby grants to the Grantee  the Restricted Shares pursuant to the terms and conditions of the Retention Agreement  delivered simultaneously herewith and the terms and conditions of the Plan.    ASSOCIATED BANC-CORP     Philip B. Flynn, President & CEO        Please electronically accept your grant via the Online Grant Agreement portal of Fidelity’s  website.  Failure to do so by March 26, 2021 may result in forfeiture of the Restricted  Shares.  Restricted Stock Shares Awarded: NUMBER OFSHARES GRANTED  





 






    RETENTION AGREEMENT  In accordance with and subject to the terms of the Associated Banc-Corp 2020 Incentive  Compensation Plan (the “Plan”) and this Agreement, the Committee granted to the person  named as grantee (the “Grantee”) on the cover page delivered simultaneously with this  Retention Agreement (the “Cover Page”) an award of Restricted Shares of Associated Banc- Corp (the “Company”) (the Cover Page and this Retention Agreement hereinafter referred to as  this “Agreement”).   To evidence such award and to set forth its terms, the Company and the Grantee agree as  follows.  All capitalized terms not otherwise defined in this Agreement shall have the meaning set  forth in the Plan.   1. Grant of Restricted Shares. 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  shares set forth on the Cover Page (the “Restricted Shares”), effective as of the grant date set  forth on the Cover Page (the “Grant Date”), and the Grantee hereby accepts the grant of the  Restricted Shares on a restricted basis, as set forth herein.  2. Limitations on Transferability. At any time prior to vesting in accordance with  Paragraph 3, 4 or 5 below, the Restricted Shares, or any interest therein, cannot be directly or  indirectly transferred, sold, assigned, encumbered or otherwise disposed.  3. Dates of Vesting. Subject to the provisions of Paragraphs 4 and 5 below, the  Restricted Shares shall cease to be restricted and shall become non-forfeitable (thereafter being  referred to as “Vested Shares”) in accordance with the following schedule:    Vesting Date Percentage of Restricted Shares To Vest   1st anniversary of Grant Date 50%  2nd anniversary of Grant Date 50%    Notwithstanding the foregoing, and subject to Paragraphs 4 and 5 below, in the event that  the Grantee incurs a Termination of Service, any Restricted Shares that were unvested on the  date of such Termination of Service shall be immediately forfeited to the Company.  Accordingly, upon such Termination of Service, the Grantee shall have no right to receive  payment or the right to receive any value with respect to any unvested and forfeited portion of  the Restricted Shares.  Notwithstanding anything in the Plan to the contrary, the Grantee shall not become  immediately vested in the Restricted Shares upon Early Retirement or Normal Retirement.   





 






    4. Termination of Service. Subject to Paragraph 5 below, the provisions of this  Paragraph 4 shall apply in the event the Grantee incurs a Termination of Service at any time  prior to all the Restricted Shares becoming Vested Shares pursuant to Paragraph 3 above:  (a) If the Grantee incurs a Termination of Service because of his or her death,  Disability, or an involuntary Termination of Service by the Company other than due to  Cause, any Restricted Shares that had not become Vested Shares prior to the date of such  Termination of Service shall become Vested Shares, and the Grantee shall immediately  own the Vested Shares free of all restrictions otherwise imposed by this Agreement  except for Vested Shares used to satisfy the tax withholding obligations set forth in  Paragraph 25 below or otherwise required by any taxing authority.  (b) If the Grantee incurs a Termination of Service for any reason other than as  stated in Paragraph 4(a) above, then any Restricted Shares that had not become Vested  Shares prior to the date of such Termination of Service shall be immediately forfeited to  the Company without consideration. Accordingly, upon such Termination of Service, the  Grantee shall have no right to receive payment or the right to receive any value with  respect to any unvested portion of the Restricted Shares.   5. Change in Control. Notwithstanding Paragraph 4 above, if the Grantee incurs an  involuntary Termination of Service by the Company (other than due to Cause) during the two  year period immediately following a Change in Control, any Restricted Shares that had not  become Vested Shares prior to the date of such Termination of Service shall become Vested  Shares, and the Grantee shall immediately own the Vested Shares free of all restrictions  otherwise imposed by this Agreement except for Vested Shares used to satisfy the tax  withholding obligations set forth in Paragraph 25 below or otherwise required by any taxing  authority. In addition, upon a Change in Control, the Grantee will have such rights with respect  to the Restricted Shares as are provided for in the Plan.  6. Transfer of Restricted Shares. The Company, in its sole discretion, shall credit the  Restricted Shares to the Grantee in a book entry on the records kept by the Company’s transfer  agent. The Restricted Shares shall be subject to restrictions on transfer until, and to the extent,  such Restricted Shares become Vested Shares pursuant to Paragraph 3, 4 or 5 above. To the  extent any Restricted Shares fail to become Vested Shares pursuant to Paragraph 3, 4 or 5 above,  the Company shall cancel such forfeited Restricted Shares pursuant to the terms of the Plan and  this Agreement without consideration. The Company shall release the restrictions in the book  entry records of its transfer agent once Restricted Shares become Vested Shares.   7. Restrictive Covenants.  (a) 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 Grantee agrees  that during the term of Grantee’s employment with the Company, and thereafter for so  long as such information remains a Trade Secret, Grantee shall not directly or indirectly  use or disclose any Trade Secret of the Company.  With respect to the disclosure of a  Trade Secret and in accordance with 18 U.S.C. § 1833, Grantee shall not be held  





 






    criminally or civilly liable under any federal or state trade secret law for the disclosure of  a Trade Secret that (i) 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 (ii) 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.  Grantee is further notified that if  Grantee files a lawsuit for retaliation by the Company for reporting a suspected violation  of law, Grantee may disclose the Company’s Trade Secrets to Grantee’s attorney and use  the Trade Secret information in the court proceeding, provided that, Grantee 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.  (b) 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 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 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 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.   (c) Preservation of Rights.  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.  (d) 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.  





 






    (e) Non-Interference with Customers. 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 business from any person or entity who is an Active  Customer (as defined below) and to whom the Grantee has provided products or  services 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, to whom the  Grantee provided products or services during his/her employment with the  Company to withdraw, curtail or cancel any of their business relations with the  Company.   “Active Customer” shall mean any person or entity that, within the Reference Period,  received any products or services supplied by or on behalf of the Company or one of its  Subsidiaries.  (f)  Non-interference with Company 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: directly or indirectly solicit any Restricted Person (as  defined below) to provide services to any Competitive Business (as defined below) in a  capacity (i) involving duties substantially similar to those performed by such Restricted  Person during his or her employment with the Company or (ii) which is reasonably likely  to involve the use or disclosure of Confidential information.    “Restricted Person” shall mean any Company employee who (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 Grantee directly worked  at any point during the twelve (12) month period immediately preceding the end, for  whatever reason, of Grantee’s employment with the Company.  “Competitive Business” shall mean that aspect of any firm, business, activity or  enterprise which competes with the Company in the state in which the Grantee is  employed by the Company, and any neighboring state in which the Company conducts  business.  (g) Remedies.  Notwithstanding any other provision of this Agreement, if the  Grantee breaches any provision of this Paragraph 7, any Restricted Shares shall be  immediately forfeited to the Company without consideration. 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 7.  If any court of competent  jurisdiction shall deem any provision in this Paragraph 7 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  Paragraph 7 shall survive the termination of this Agreement, the forfeiture of any  Restricted Shares, and the Grantee’s termination of employment for any reason, and the  Grantee shall continue to be bound by the terms of this Paragraph 7 as if this Agreement  was still in effect.  8. Liability of the Company. The inability of the Company to obtain approval from  any regulatory body having authority deemed by the Company to be necessary to the lawful  issuance and transfer of any Shares pursuant to this Agreement shall relieve the Company of any  liability with respect to the non-issuance or transfer of the Shares as to which such approval shall  not have been obtained. However, the Company shall use commercially reasonable efforts to  obtain all such approvals.  9. Adjustment in Restricted Shares. This Award of Restricted Shares is subject to  adjustment as provided under Section 4.2 of the Plan.  10. Plan and Agreement Amendment.   (a) No discontinuation, modification, or amendment of the Plan may, without  the written consent of the Grantee, adversely affect the rights of the Grantee under this  Agreement, except as otherwise provided under the Plan.   (b) This Agreement may be amended as provided under the Plan, but no such  amendment shall adversely affect the Grantee’s rights under this Agreement without the  Grantee’s written consent, unless otherwise permitted by the Plan.  11. Shareholder Rights. The Grantee shall be entitled to receive any dividends that  become payable on or after the Grant Date with respect to the Restricted Shares and Vested  Shares; provided, however, that no dividends shall be payable (a) with respect to the Restricted  Shares on account of record dates occurring prior to the Grant Date and (b) with respect to  forfeited Restricted Shares on account of record dates occurring on or after the date of such  forfeiture. The Grantee shall be entitled to vote the Restricted Shares on or after the Grant Date  to the same extent as would have been applicable to the Grantee if the Restricted Shares had then  been Vested Shares; provided, however, that the Grantee shall not be entitled to vote (a) the  Restricted Shares on account of record dates occurring prior to the Grant Date and (b) with  respect to forfeited Restricted Shares on account of record dates occurring on or after the date of  such forfeiture.   12. Employment Rights. This Agreement is not a contract of employment, and the  terms of employment of the Grantee or other relationship of the Grantee with an Employer shall  not be affected in any way by this Agreement except as specifically provided herein. The  





 






    execution of this Agreement shall not be construed as conferring any legal rights upon the  Grantee for a continuation of an employment or other relationship with an Employer, nor shall it  interfere with the right of an Employer to discharge the Grantee and to treat him or her without  regard to the effect which such treatment might have upon him or her as a Grantee.  13. Disclosure Rights. Except as required by applicable law, the Company (or any of  its affiliates) shall not have any duty or obligation to disclose affirmatively to a record or  beneficial holder of Common Stock, Restricted Shares or Vested Shares, and such holder shall  have no right to be advised of, any material information regarding the Company at any time prior  to, upon or in connection with receipt of the Shares.  14. Governing Law. This Agreement shall be governed by the internal substantive  laws, but not the choice of law rules, of the State of Wisconsin. This Agreement, subject to the  terms and conditions of the Plan, represents the entire agreement between the parties with respect  to the grant of the Restricted Shares to the Grantee. The parties hereto each submit and consent  to the jurisdiction of the courts in the State of Wisconsin, Brown County, in any action brought  to enforce or otherwise relating to this Agreement.  15. Compliance with Laws and Regulations. Notwithstanding anything herein to the  contrary:  (a)  the Company shall not be obligated to credit a book entry related to the  Restricted Shares or Vested Shares to be entered 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 Restricted  Shares (including any proceeds, gains, or other economic benefit actually or  constructively received by the Grantee thereof upon the receipt or vesting thereof, or  resale of the Shares received pursuant hereto upon or after the Restricted Shares become  Vested Shares) 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.  





 






    16. Successors and Assigns. Except as otherwise expressly set forth in this  Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon,  the succeeding administrators, heirs and legal representatives of the Grantee and the successors  and assigns of the Company.  17. No Limitation on Rights of the Company. This Agreement shall not in any way  affect the right of the Company to adjust, reclassify, reorganize or otherwise make changes in its  capital or business structure, or to merge, consolidate, dissolve, liquidate, sell or transfer all or  any part of its business or assets.  18. Notices. Any communication or notice required or permitted to be given  hereunder shall be in writing, and, if to the Company, to its principal place of business, attention:  Secretary, and, if to the Grantee, to the address appearing on the records of the Company. Such  communication or notice shall be delivered personally or sent by certified, registered, or express  mail, postage prepaid, return receipt requested, or by a reputable overnight delivery service. Any  such notice shall be deemed given when received by the intended recipient.   19. Construction. Notwithstanding any other provision of this Agreement, this  Agreement is made and the Restricted Shares 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.  20. Entire Agreement. This Agreement, together with the Plan, constitutes the entire  obligation of the parties hereto with respect to the subject matter hereof and shall supersede any  prior expressions of intent or understanding with respect to this transaction.  21. Waiver; Cumulative Rights. The failure or delay of either party to require  performance by the other party of any provision hereof shall not affect its right to require  performance of such provision unless and until such performance has been waived in writing.  Each and every right hereunder is cumulative and may be exercised in part or in whole from time  to time.  22. Counterparts. This Agreement may be signed in two counterparts, each of which  shall be an original, but both of which shall constitute but one and the same instrument.   23. Headings. The headings contained in this Agreement are for reference purposes  only and shall not affect the meaning or interpretation of this Agreement.  24. Severability. If any provision of this Agreement shall for any reason be held to be  invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision  hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were  omitted.  





 






    25. Tax Consequences. The Grantee acknowledges and agrees that the Grantee is  responsible for all taxes and tax consequences with respect to the grant of the Restricted Shares  or the lapse of restrictions otherwise imposed by this Agreement. The Grantee further  acknowledges that it is the Grantee’s responsibility to obtain any advice that the Grantee deems  necessary or appropriate with respect to any and all tax matters that may exist as a result of the  grant of the Restricted Shares or the lapse of restrictions otherwise imposed by this Agreement.  If the Grantee files a Code Section 83(b) election with respect to the Restricted Shares, he or she  will immediately notify the Company of such election. Notwithstanding any other provision of  this Agreement, the Restricted Shares shall not be released to the Grantee unless, as provided in  Section 17 of the Plan, the Grantee shall have paid to the Company, or made arrangements  satisfactory to the Company regarding the payment of, any federal, state, local or foreign income  or employment taxes required by law to be withheld with respect to the grant of the Restricted  Shares or the lapse of restrictions otherwise imposed by this Agreement.  26. Receipt of Plan. The Grantee acknowledges receipt of a copy of the Plan, and  represents that the Grantee is familiar with the terms and provisions thereof, and hereby accepts  the Restricted Shares subject to all the terms and provisions of this Agreement 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 Restricted Shares shall in all respects be interpreted in accordance  with the Plan. The Committee shall interpret and construe the Plan and this Agreement, and its  interpretation and determination shall be conclusive and binding upon the parties hereto and any  other person claiming an interest hereunder, with respect to any issue arising hereunder or  thereunder.  27. Condition to Accept Agreement. This Agreement shall be null and void unless the  Grantee accepts this Agreement via the Online Grant Agreement portal of Fidelity’s website,  indicating Grantee’s acceptance of these Restricted Shares pursuant to the terms and conditions  of this Agreement, on or before the date listed at the end of the Cover Page.  By accepting this Agreement via the Online Grant Agreement portal of Fidelity’s  website, Grantee acknowledges and agrees to the terms and conditions of this Retention  Agreement, Cover Page, and the Plan, including, but not limited to, the terms of the Restrictive  Covenants contained in Paragraph 7 of this Agreement.