Associated Banc-Corp 2010 Incentive Compensation Plan Cover Page to Restricted Stock Agreement (The Restricted Stock Agreement is attached hereto)
Exhibit 99.4
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
ASSOCIATED BANC-CORP LOGO)"/>
Associated Banc-Corp
2010 Incentive Compensation Plan
Cover Page to Restricted Stock Agreement
(The Restricted Stock Agreement is attached hereto)
2010 Incentive Compensation Plan
Cover Page to Restricted Stock Agreement
(The Restricted Stock Agreement is attached hereto)
Pursuant and subject to the Associated Banc-Corp 2010 Incentive Compensation Plan (the “Plan”)
and the attached Restricted Stock Agreement, the Committee has awarded the Grantee named below
shares of restricted Common Stock of Associated Banc-Corp (“Restricted Shares”) as follows:
Name of Grantee:
|
[INSERT NAME] | |
Grant Date:
|
[INSERT DATE] | |
Total Number of Restricted Shares
Granted and Available for Vesting
Under This Award:
|
[INSERT NUMBER OF RESTRICTED SHARES SUBJECT TO THIS AWARD] |
By executing below, the Grantee hereby acknowledges (1) receipt of a true copy of the Restricted
Stock Agreement; (2) that the Grantee has read the Restricted Stock Agreement and the Plan
carefully, and fully understands their contents; (3) that the Grantee accepts the award of
Restricted Shares; and (4) the Grantee agrees to be bound by the terms and conditions of the
Restricted Stock 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 Agreement and the Plan.
| ASSOCIATED BANC-CORP | GRANTEE | |||||||||
By:
|
By: | |||||||||
Name: |
||||||||||
Its: |
||||||||||
Please sign and return your signed copy of (1) this cover page to the Restricted Stock Agreement
and (2) if you’re married, 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
Agreement is for your records and does not need to be returned.
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
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 Agreement (the “Cover
Page”) an award of Restricted Shares of Associated Banc-Corp (the “Company”) (the Cover Page and
this Restricted Stock 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 below, the Restricted Shares, or any interest therein, cannot be directly or indirectly
transferred, sold, assigned, pledged, hypothecated, encumbered or otherwise disposed.
3. Vesting. The Restricted Shares shall cease to be restricted and shall become
non-forfeitable (thereafter being referred to as “Vested Shares”) pursuant to terms set forth
below:
(a) The Restricted Shares shall become Vested Shares in 25% increments based upon the
extent to which the Company has repaid the aggregate financial assistance received by it
under the Troubled Asset Relief Program under the Emergency Economic Stabilization Act of
2008, as amended (the “TARP Assistance”), provided that the Grantee continues to provide
substantial services to the Company (as provided under Paragraph 3(b) below) through the
date of each such repayment increment:
| Percentage of Restricted Shares | ||
| TARP Assistance Repaid | that are Vested Shares | |
| Less than 25% | 0% | |
| 25% to 49% | 25% | |
| 50% to 74% | 50% | |
| 75% to 99% | 75% | |
| 100% | 100% |
Notwithstanding Paragraph 3(a) above, no Restricted Shares shall become Vested Shares if the
Grantee does not continue to perform substantial services to the Company for at least two years
after the Grant Date; provided, however, that the requirement in this Paragraph
3(b) shall not
1
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
apply if, prior to the second anniversary of the Grant Date, the Grantee ceases to provide
substantial services to the Company due to his or her death or Disability, or a “change in control
event” (as defined in 26 CFR 1.280G-1, Q&A-27 through 29 or as defined in 26 CFR 1.409A-3(i)(5)(i))
with respect to the Company. Upon any such cessation of substantial services due to the Grantee’s
death or Disability, or such a change in control event, a number of Restricted Shares shall become
Vested Shares pursuant to the schedule in Paragraph 3(a) above and any Restricted Shares that do
not become Vested Shares shall be forfeited to the Company.
(b) For purposes of this Agreement, the Grantee shall be deemed to have ceased to
provide substantial services to the Company when the Company and the Grantee reasonably
anticipate that the level of bona fide services the Grantee will perform after such date
(whether as an employee or as an independent contractor) will permanently decrease to less
than 50% of the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding 36 month period (or the full period
of services to the Company if the Grantee has been providing services to the Company for
fewer than 36 months). The foregoing shall be interpreted consistent with Treasury
Regulation Section 1.409A-1(h) and any applicable guidance related thereto.
4. 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 above. To the extent any
Restricted Shares fail to become Vested Shares pursuant to Paragraph 3 above, the Company shall
cancel such forfeited Restricted Shares pursuant to the terms of the Plan and this Agreement. The
Company shall release the restrictions in the book entry records of its transfer agent once
Restricted Shares become Vested Shares. As a further 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.
5. 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
2
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
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 Xxxxxxx’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.
(c) Non-Interference with Customers, Employees. For a period of six (6) 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/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/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.
3
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
“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 5, any Restricted Shares 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 5. If any court of competent jurisdiction shall deem any provision in this
Paragraph 5 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 5 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 5 as if this Agreement was still in effect.
6. 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.
7. Adjustment in Restricted Shares. This Award of Restricted Shares is subject to
adjustment as provided under Section 4.2 of the Plan.
8. 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.
9. 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
4
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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,
5
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
the succeeding administrators, heirs and legal representatives of the Grantee and the
successors and assigns of the Company.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. Headings. The headings contained in this Agreement are for reference purposes only
and shall not affect the meaning or interpretation of this Agreement.
22. 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.
23. 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
6
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
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.
24. 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.
25. 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.
7
2010 Form Restricted Stock Agreements
Grantees Subject to TARP Incentive Compensation Prohibition
Grantees Subject to TARP Incentive Compensation Prohibition
Exhibit A
Consent of Spouse
I, , spouse of the , have read and approve the foregoing Restricted Stock
Grant Agreement (the “Agreement”). In consideration of the Company’s grant to my spouse of shares
of Associated Banc-Corp, 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 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 | ||||
Exhibit A - Page 1
