ASB Associated Banc Corp

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On January 20, 2022, Associated Banc-Corp (the “Company”) announced that Christopher J. Del Moral-Niles, Executive Vice President, Chief Financial Officer of the Company, will retire from the Company in 2022.  In connection therewith, on January 19, 2022, the Company entered into an Early Retirement Agreement with Mr. Niles (the “Retirement Agreement”).  For purposes of the Retirement Agreement, Mr. Niles’ “Retirement Date” will be the first day of the month following the month in which the Company appoints his successor, but in any case no earlier than March 1, 2022.  

The Company will continue to pay him his regular base wages through the last day of his employment with the Company.  In addition, Mr. Niles will retain all of his vested rights in the Company’s 401(k) plan, Supplemental Executive Retirement Plan and Retirement Account; he will fully participate in the current management incentive plan awards payable in February 2022, based on the Company’s 2021 performance, consistent with other participating executive officers; he will fully vest in the ordinary course in all of his equity awards scheduled to vest in February 2022 in accordance with their terms; he will receive other ordinary course employee benefits and his full financial planning reimbursement for calendar 2022; and he will have the right to participate, at his expense, in the Company’s group health insurance plan, at his own expense, in accordance with the mandates of COBRA.

If Mr. Niles does not exercise his right to revoke his acceptance of the terms of the Retirement Agreement, in consideration of his undertakings in the Retirement Agreement, the Company will pay him the Retirement Payment (as defined below), subject to and conditioned upon: (i) his not giving rise to “Cause” (as defined in the Retirement Agreement) for termination through the Retirement Date, (ii) his not voluntarily terminating his employment with the Company prior to the Retirement Date; (iii) his continuing to perform all of his duties and responsibilities in a manner acceptable to the Company through the Retirement Date, (iv) his assisting in the successful transition of his duties to his successor, and (v) after the Retirement Date, but not later than seven days following the Retirement Date, his signing a post-retirement acceptance of the Retirement Agreement, and the expiration of the applicable revocation period with respect to such acceptance.  The “Retirement Payment” will be a lump sum payment of $975,000, paid in exchange for the forfeiture of any and all of Mr. Niles’ unvested equity and equity-based awards as of the retirement date.  All of Mr. Niles’ outstanding vested equity awards will continue to be governed by the terms of the equity incentive plans under which they were granted, and his vested stock options will expire according to the terms of the applicable stock option award agreements and such equity incentive plans.  Mr. Niles’ undertakings in the Retirement Agreement include a customary release and waiver of claims and customary post-termination non-solicit, noncompete and other covenants.

The foregoing summary of the Retirement Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Retirement Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.