Common use of Number of Shares Available for Grants Clause in Contracts

Number of Shares Available for Grants. (a) Subject to Sections 4.1(b) and 4.1(c), and subject to adjustment as provided in Section 4.2, the maximum number of Shares that will be available for issuance under the Plan will be equal to 14,092,376, plus any Shares that become available under any of the Prior Plans due to a forfeiture or other termination of awards thereunder (whether for a failure to vest, a failure to exercise prior to expiration or otherwise) after the Effective Date. For purposes of this Section 4.1(a), each Share underlying an Award shall reduce the number of Shares remaining available for delivery under the Plan by one (1) Share (provided, that a SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall not reduce the number of remaining available Shares). If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered remaining available Shares for purposes of the Plan and shall increase the number of remaining available Shares. For the avoidance of doubt, the following Shares shall not again be considered available Shares hereunder: (i) Shares withheld to pay the Option Price of an Option; (ii) Shares not issued in connection with a stock-settled SAR; (iii) Shares purchased on the open market with Option proceeds, and (iv) Shares used to satisfy tax withholding obligations. The number of Shares that may be issued under the Plan shall not be affected by (x) the payment in cash of dividends or Dividend Equivalents in connection with outstanding Awards; or (y) any Shares underlying or otherwise required to satisfy Substitute Awards. Notwithstanding anything in this Plan to the contrary and subject to adjustment as provided in Section 4.2, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 14,092,376 Shares. (b) Except as provided in Section 4.1(a), if any Award is settled in cash, the Shares subject to such Award that are not delivered shall again be considered available Shares for purposes of the Plan. If a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan. Awards using such available shares shall not be made after the date awards could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees of the Company or any Subsidiary or Non-Employee Directors prior to such acquisition or combination. (c) The Committee shall from time to time determine the appropriate methodology for calculating the number of Shares that have been delivered pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to Sections 4.1(b) and 4.1(c), and subject to adjustment as provided in Section 4.2, the maximum number of Shares that will be available for issuance under the Plan will be equal to 14,092,37618,000,000, plus any Shares that become available under any of the Prior Plans due to a forfeiture or other termination of awards thereunder (whether for a failure to vest, a failure to exercise prior to expiration or otherwise) after December 31, 2014, but reduced by the Effective Datenumber of Shares underlying, or otherwise delivered pursuant to, awards granted under the 2011 Plan on or after March 12, 2015. For purposes of this Section 4.1(a), (i) each Share underlying an Award Option or SAR shall reduce the number of Shares remaining available for delivery under the Plan by one (1) Share (provided, provided that a an SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall not reduce the number of remaining available Shares); and (ii) each Share underlying, or otherwise delivered pursuant to, an Award (other than Shares underlying, or otherwise delivered pursuant to, an Award that reduced the number of remaining available Shares pursuant to clause (i) of this sentence) shall reduce the remaining available Shares by two (2) Shares. If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered remaining available Shares for purposes of the Plan and shall increase the number of remaining available SharesShares by (A) one (1) Share, in the case of Options and SARs, and (B) two (2) Shares in the case of all other Awards. For the avoidance of doubt, the following Shares shall not again be considered available Shares hereunder: (iI) Shares withheld to pay the Option Price of an Option; (iiII) Shares not issued in connection with a stock-settled SAR; (iiiIII) Shares purchased on the open market with Option proceeds, and (ivIV) Shares used to satisfy tax withholding obligations. The number of Shares that may be issued under the Plan shall not be affected by (x) the payment in cash of dividends or Dividend Equivalents in connection with outstanding Awards; or (y) any Shares underlying or otherwise required to satisfy Substitute Awards. Notwithstanding anything in this Plan to the contrary and subject to adjustment as provided in Section 4.2, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 14,092,376 Shares. (b) Except as provided in Section 4.1(a), if any Award is settled in cash, the Shares subject to such Award that are not delivered shall again be considered available Shares for purposes of the Plan. If a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan. Awards using such available shares shall not be made after the date awards could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees of the Company or any Subsidiary or Non-Employee Directors prior to such acquisition or combination. (c) The Committee shall from time to time determine the appropriate methodology for calculating the number of Shares that have been delivered pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (awhich will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to Sections 4.1(b) and 4.1(c), and subject to adjustment as provided in Section 4.24.3, the maximum total number of Shares that will may be delivered pursuant to Awards under the Plan shall be (w) twenty million (20,000,000) Shares, plus (x) seven million (7,000,000) Shares available for issuance under the Prior Plan, as previously approved by the shareholders of the Company, as of March 15, 2006, but not underlying any outstanding stock options or other awards under the Prior Plan will be equal to 14,092,376as of March 15, 2006, plus (y) any Shares that become available allocable to outstanding stock options or other awards under any of the Prior Plans due Plan as of March 15, 2006, to a forfeiture the extent that on or after March 15, 2006 such stock options or other termination awards expire, are forfeited or otherwise terminate unexercised, less (z) the number of Shares covered by stock options or other awards thereunder (whether for a failure to vestgranted between March 15, a failure to exercise prior to expiration or otherwise) after 2006 and the Effective DateDate pursuant to the Prior Plan (the “Share Reserve”). For purposes of this Section 4.1(a)4.1, (a) each Share underlying delivered pursuant to an Award Option shall reduce the number of Shares remaining available for delivery under the Plan Share Reserve by one (1) Share; (b) each Share subject to the exercised portion of a SAR (providedwhether the distribution upon exercise is made in cash, that Shares or a combination of cash and Shares) shall reduce the Share Reserve by one (1) Share, other than an SAR that, by its terms, from and after the Grant Date grant date thereof, is payable only in cash cash, in which case the Share Reserve shall not be reduced; (c) each Share delivered pursuant to a Restricted Stock Unit Award, Performance Share Award, Performance Unit Award, or Other Stock-Based Award shall reduce the Share Reserve by two (2) Shares; (d) each Share delivered pursuant to a Restricted Stock Award without a purchase price, or with a per-Share purchase price lower than one hundred percent (100%) of the Fair Market Value of a Share on the grant date of such Restricted Stock Award, shall reduce the Share Reserve by two (2) Shares; (e) each Share delivered pursuant to a Restricted Stock Award with a per-Share purchase price at least equal to one hundred percent (100%) of the Fair Market Value of a Share on the grant date of such Restricted Stock Award shall reduce the Share Reserve by one (1) Share; and (f) to the extent that a distribution pursuant to an Award is made in cash, other than pursuant to an Award that by its terms, from and after the grant date thereof, is payable only in cash, the Share Reserve shall be reduced by the number of remaining available Shares). If all Shares subject to the redeemed, paid or a exercised portion of an Award is forfeited or otherwise terminates without such Award. Subject to the delivery immediately preceding sentence and, in the case of Shares (or ISOs, any limitations applicable thereto under the Code, if any Shares are returned subject to an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, or are subject to any Restricted Stock Award (including any Shares subject to a Participant’s Restricted Stock Award that are repurchased by the Company in connection with such forfeiture or terminationat the Participant’s cost), the Shares underlying such Restricted Stock Unit Award (or portion thereof), or the Shares forfeited in connection with such other Award (or portion thereof), shall again be considered remaining available Shares for purposes of the Plan and shall increase the number of remaining available Shares. For the avoidance of doubt, the following Shares shall not again be considered available Shares hereunder: (i) Shares withheld to pay the Option Price of an Option; (ii) Shares not issued in connection with a stock-settled SAR; (iii) Shares purchased on the open market with Option proceeds, and (iv) Shares used to satisfy tax withholding obligations. The number of Shares that may be issued granted under the Plan shall not be affected by (x) the payment in cash of dividends or Dividend Equivalents in connection with outstanding Awards; or (y) any Shares underlying or otherwise required to satisfy Substitute Awards. Notwithstanding anything in this Plan to the contrary and subject to adjustment as provided in Section 4.2, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 14,092,376 Shares. (b) Except as provided in Section 4.1(a), if any Award is settled in cashwhich are forfeited, the Shares subject to such Award that are not delivered shall again be considered available Shares for purposes of the Plan. If a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjustedshall, to the extent appropriateof any such expiration, using the exchange ratio termination, cancellation or other adjustment or valuation ratio or formula used forfeiture, be available for delivery in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for connection with future Awards under the Plan Plan. However, notwithstanding any other provisions of this Section 4.1 to the contrary, (i) Shares withheld or tendered to pay the exercise price or withholding taxes with respect to an outstanding Award shall not again be made available for issuance pursuant to Awards under the Plan, and (ii) the payment of cash dividends or Dividend Equivalents in cash in connection with Awards shall not reduce the shares Share Reserve. Any Shares delivered under the Plan upon exercise or satisfaction of Common Stock authorized Substitute Awards shall not reduce the Shares available for issuance delivery under the Plan. Awards using such available shares shall not be made after ; provided, however, that the date awards could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employees of the Company or any Subsidiary or Non-Employee Directors prior to such acquisition or combination. (c) The Committee shall from time to time determine the appropriate methodology for calculating the total number of Shares that have been may be delivered pursuant to Incentive Stock Options granted under the Plan. Shares delivered Plan shall be equal to twenty-seven million (27,000,000) Shares, as adjusted pursuant to the Plan may bethis Section 4.1, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes but without application of the foregoing provisions of this sentence or clause (y) of the first sentence of this Section 4.1. From and after the Effective Date, no further grants or awards shall be made under the Prior Plan; however, grants or awards made under the Prior Plan before the Effective Date shall continue in effect in accordance with their terms.

Number of Shares Available for Grants. (a) Subject to Sections 4.1(b) and 4.1(c), and subject to adjustment as provided in Section 4.2, the maximum aggregate number of Shares that will which may be available for issuance delivered under the Plan will be equal to 14,092,376shall not exceed the sum of (i) 16,000,000, plus any (ii) the number of remaining Shares under the Associated Banc-Corp 2010 Incentive Compensation Plan (the “2010 Plan”) (not subject to outstanding awards under the 2010 Plan and not delivered out of the Shares reserved thereunder) as of the Effective Date of the Plan, plus (iii) the number of Shares that become available under any of the Prior Plans due to a forfeiture or other termination of awards thereunder (whether for a failure to vest, a failure to exercise prior to expiration or otherwise) 2010 Plan after the Effective DateDate of the Plan pursuant to forfeiture, termination, lapse or satisfaction of an Award in cash or property other than Shares (the combined total of (i), (ii) and (iii) being referred to as the “Available Shares”). For purposes of this Section 4.1(a)), (x) each Share underlying delivered pursuant to the exercise of an Award Option shall reduce the number of Available Shares remaining available for delivery under the Plan by one (1) Share; (y) a number equal to the greater of each Share delivered upon exercise of a SAR and the number of Shares underlying such SAR (providedwhether the distribution is made in cash, that Shares or a combination of cash and Shares) shall reduce the Available Shares by one (1) Share, other than a SAR that, by its terms, from and after the Grant Date thereof, thereof is payable only in cash cash, in which case the Available Shares shall not be reduced; and (z) each Share delivered pursuant to an Award, other than an Option, SAR or Substitute Award, shall reduce the number of remaining available Available Shares by 2.8 Shares). If all or a portion of any Shares subject to an Award is granted hereunder are forfeited or such Award otherwise terminates without the delivery of such Shares, the Shares (or Shares are returned subject to such Award, to the Company in connection with extent of any such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered remaining available Shares for purposes of grant under the Plan and shall increase in the number of remaining available Shares. For the avoidance of doubt, the following same ratio as such Shares shall not again be considered available Shares hereunder: (i) Shares withheld to pay the Option Price of an Option; (ii) Shares not issued in connection with a stock-settled SAR; (iii) Shares purchased on the open market with Option proceeds, and (iv) Shares used to satisfy tax withholding obligations. The number of Shares that may be were previously counted as issued under the Plan shall not be affected by (x) the payment in cash of dividends with respect to such forfeited or Dividend Equivalents in connection with outstanding Awards; or (y) any Shares underlying or otherwise required to satisfy Substitute Awardsterminated Award. Notwithstanding anything in this Plan to the contrary and subject to adjustment as provided in Section 4.2, the aggregate number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options will not exceed 14,092,376 Shares. (b) Except as provided in Section 4.1(a), if If any Award is settled in cash, the Shares subject to such Award that are not delivered shall again be considered available Shares for purposes of the Plan. If a company acquired by the Company or any Subsidiary, or with which the Company or any Subsidiary combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance grants under the Plan. Awards using such available shares shall The following Shares may not again be made after the date awards could have been made available for issuance as Awards under the terms Plan: (i) Shares not issued or delivered as a result of the pre-existing plannet settlement of an outstanding Option or SAR, absent (ii) Shares used to pay the acquisition Option Price or combinationwithholding taxes related to an outstanding Award, and shall only be made to individuals who were not employees (iii) Shares repurchased on the open market with the proceeds of the Company or any Subsidiary or Non-Employee Directors prior to such acquisition or combinationOption Price. (cb) The Committee shall from time to time determine the appropriate methodology for calculating the number of Shares that have been delivered pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. (c) The maximum number of shares of Common Stock that may be issued under the Plan in this Section 4.1 shall not be affected by (i) the cash payment of dividends or Dividend Equivalents in connection with outstanding Awards; or (ii) any Shares required to satisfy Substitute Awards.