ASSOCIATED BANC-CORP

 

CHARTER

 

COMPENSATION & BENEFITS COMMITTEE

OF THE BOARD OF DIRECTORS

 

 

Statement of Purposes

 

The primary purpose of the Compensation & Benefits Committee is to discharge the responsibilities of the Board of Directors relating to all compensation, including equity compensation, of the Company’s executives and the Board of Directors.  The Compensation & Benefits Committee has overall responsibility for evaluating and making recommendations to the Board regarding equity-based and incentive compensation plans, policies, and programs of the Company.  In addition, the Compensation & Benefits Committee is responsible for producing an annual report on executive compensation for inclusion in the Company’s annual proxy statement, in accordance with applicable rules and regulations.

 

Composition

 

The membership shall be appointed by the Board and shall consist of no less than three (3) independent director members.  Members selected shall not be employees of the company, shall meet the independence requirements of NASDAQ and the SEC, and the Chairman is to be appointed from among its members by the Board. 

 

Any member appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Committee and the company will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment shall not of itself create contract rights.

 

Members may resign from the Committee upon written resignation being duly submitted to and approved by the Board.

 

Reporting Procedures and Records

 

The Committee will report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such matters as are relevant to the Committee’s discharge of its responsibilities, (iii) to obtain necessary ratification of actions taken by the Committee, and (iv) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Committee’s Chairperson or any other member of the Committee designated by the Committee to make such report.

 

The Committee will maintain minutes or other records of meetings and activities of the Committee.

 

Meetings and Delegation

 

The Committee shall meet no less than twice per year.  The Committee shall meet at least annually to review compensation, benefit plans, and stock option grants, and may meet at such other times during the year as may be necessary to carry out the purposes outlined in this Charter.  The Chairman may call additional meetings, if and when required.  Decisions by the Committee may be made via unanimous written consent.

 


Annual Performance Evaluation

 

The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee, including reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate consistent with the governance requirements of the Board.

 

Compensation Responsibilities and Duties

 

In furtherance of its purposes, the Committee shall have the following responsibilities and duties:

 

1.       The Committee shall review the overall compensation philosophy of the Company, at least annually, and shall take such action as the Committee deems necessary or appropriate. The Committee shall assure that compensation and benefits are fair and equitable for all executive officers of the Company and, more specifically, assure that executive compensation is fair and motivating to assure retention and recruitment of highly qualified executives to manage the company in the best interest of its shareholders.

 

2.       The Committee shall review and recommend to the Board corporate goals and objectives relevant to the Chief Executive Officer and other executive officer compensation (including compensation of senior executive officers of the Company’s significant subsidiaries).

 

3.       The Committee shall evaluate, at least annually, the performance of the Chief Executive Officer and the Company in light of the corporate goals and objectives reviewed and approved by the Committee and will ensure that the Chief Executive Officer evaluates and reviews with the Committee the performance of the other executive officers and makes executive compensation recommendations to the Committee, based on such evaluations, the Committee will review and recommend to the Board the base pay, incentive and bonus award plans (including all stock bonus plans and stock option plans), and other benefits, direct and indirect, of the Chief Executive Officer and the other executive officers (including senior executive officers of the Company’s significant subsidiaries). In this capacity, the Committee shall have the sole authority to hire and terminate any compensation consultants to be used to assist in the evaluation of the Chief Executive Officer and other executive officer compensation, including sole authority to approve the compensation consultant’s fees and other retention terms.

 

4.       In determining the long-term incentive component of the compensation of the Chief Executive Officer and the other executive officers (including senior executive officers of the Company’s significant subsidiaries), the Committee will consider various evaluation criteria, including the Company’s performance (or, if applicable, the subsidiary’s performance), the value of similar incentive awards to chief executive officers and other executive officers at comparable companies, and the awards given to the Company’s Chief Executive Officer and other executive officers (including senior executive officers of the Company’s subsidiaries) in past years.

 

5.       Adopt, administer, approve, and ratify awards under incentive compensation and stock plans, including amendments to the awards made under any such plans, and review and monitor awards under such plans. See attached Benefit Plan Compensation and Benefits Responsibilities.

 

6.       Make recommendations to the Board with respect to long-term incentive compensation plans and equity-based plans for submission to shareholders when appropriate.

 

7.       Appoint/remove the Plan Administrative Committee (including election of its Chairman) for benefit plans.  Review and approve the annual report of the Plan Administration Committee.

 

8.       Review annually the Company’s Stock Ownership Guidelines to determine appropriateness against stated objectives and to determine that those officers and directors subject to the program are in compliance and that the program continues to function in the best interests of the company and its stockholders and, if appropriate, make recommendations to the Board regarding the modification of such program.

 

9.       The Committee shall review and recommend to the Board any contracts or other transactions with the Chief Executive Officer, including consulting arrangements, employment contracts and severance or termination agreements.

 

10.   The Committee shall review and recommend to the Board incentive compensation plans for executive officers and all equity-based plans. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.

 

11.   The Committee shall prepare annually a report on executive compensation for inclusion in the Company’s proxy statement, in accordance with applicable rules and regulations of the Securities and Exchange Commission.

 

12.   Review and approve the list of a peer group of companies to which the company shall compare itself for compensation purposes.

 

13.   The Committee shall review and evaluate the succession plan relating to the Chief Executive Officer and the other executive officers (including senior executive officers of the Company’s significant subsidiaries) and shall make recommendations to the Board with respect thereto.

 

14.   The Committee shall recommend to the Board persons to be appointed as officers of the Company or senior executive officers of the Company’s significant subsidiaries.

 

The foregoing list of duties is not exhaustive, and the Committee may, in addition, perform such other functions as may be necessary or appropriate for the performance of its duties.  The Committee shall have the power to delegate its authority and duties to subcommittees or individual members of the Committee, as it deems appropriate in accordance with applicable laws and regulations. 

Other

 

The Compensation & Benefits Committee shall perform any other activities consistent with this Charter, the company’s Bylaws, and governing law as the Compensation & Benefits Committee or the Board of Directors deems necessary or appropriate.

 

The Compensation & Benefits Committee shall periodically report to the Board of Directors on significant results of the foregoing activities.

 

All matters requiring approval of the company’s Board of Directors must be made by the full Board, based upon the recommendation of the Compensation & Benefits Committee.

 

The Compensation & Benefits Committee shall review and assess the adequacy of this Charter at least annually.  The Compensation & Benefits Committee Charter shall be submitted to the Board of Directors for approval annually.

 

 


 

BENEFIT PLAN COMPENSATION & BENEFITS RESPONSIBILITIES

 

 

Powers and Duties

ASBC Deferred Compensation Plan

 

ASBC SERP

ASBC Directors' Deferred Compensation Plan

Workforce Management Plan

(Severance Pay provision)

Discretionary authority to construe and interpret

Compensation & Benefits Committee of the Board

(Article 7, §7.02(d))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(d))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(d))

Administrator[1]

(Article 5, §5.2 - §5.4)

Resolve all questions relating to Plan, including eligibility

Compensation & Benefits Committee of the Board

(Article 7, §7.02(e))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(e))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(e))

Administrator

(Article 5, §5.2 - §5.4)

Adopt rules and regulations, forms and procedures advisable and appropriate for administration

Compensation & Benefits Committee of the Board

(Article 7, §7.02(f))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(f))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(f))

 

n/a

Prescribe distribution procedures

Compensation & Benefits Committee of the Board

(Article 7, §7.02(g))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(g))

Compensation & Benefits Committee of the Board

(Article 6, §6.02(g))

Administrator

(Article 4, §4.3)

Apply consistently and uniformly rules, regulations, and determinations to all Participants and beneficiaries in similar circumstances

Compensation & Benefits Committee of the Board

(Article 7, §7.02(h))

 

Compensation & Benefits Committee of the Board

(Article 6, §6.02(h))

 

Compensation & Benefits Committee of the Board

(Article 6, §6.02(h))

 

Administrator --

However, severance is to be determined on a case-by-case basis -- consistency no required

(Article 1 and Article 4, §4.1)

Terminate, suspend, alter or amend the Plan

Compensation & Benefits Committee of the Board

(Article 8, §8.03(h))

Compensation & Benefits Committee of the Board

(Article 7, §7.03)

Compensation & Benefits Committee of the Board

(Article 7, §7.02)

ASBC Board of Directors

(Article 6, §6.1 and §6.2)

 


 

Powers and Duties

ASBC Profit Sharing & Retirement Savings Plan

 

Calendared Events

Appointment/Removal of Plan Compensation & Benefits Committee (including election of Chairman)

ASBC Board of Directors

(Article I, §1.37)

 

Annual Report to Associated Banc-Corp

Appointment of Retirement Program Committee

Plan Compensation & Benefits Committee[2]

(Article I, §1.43)

 

Retirement Program Committee to provide annual

Determination of Trust Fund investments

Plan Administrator

(Article III, §3.1)

 

report for each Plan Year

(Article VIII, §8.23)

Determination of employing unit contribution amounts

Board of Directors of the employing unit, subject to ASBC Board of Director

(Article III, §3.2)

 

No specific date provided by which this must be completed

Determination of savings contribution rate

Specified by Retirement Program Committee[3]

(Article III, §3.3)

 

 

Determination of excess contributions and timing of such determination

Plan Administrator

(Article III, §3.12)

 

 

Determination of net earnings of the Trust

Trustee     (Article IV, §4.3)

 

 

Payment of benefits

Trustee, as directed by Plan Administrator

(Article V, §5.8 and Article 7, §8.7(d))

 

 

Determination of loans to participants

Trustee, as directed by Retirement Program Committee

(Article VII, §7.3)

 

 

Determination of hardship withdrawals

Retirement Program Committee

(Article 7, §7.4(d))

 

 

 

Discretionary authority to construe and interpret to ensure application in a uniform manner to all Employees similarly situated

Retirement Program Committee, subject to the approval of the Plan Administrative Committee

(Article 8, §8.7(b))

 

 

Resolve all questions relating to Plan, including eligibility

Retirement Program Committee

(Article 8, §8.7(c))

 

 

Adopt rules and regulations, forms, and procedures advisable and appropriate for administration

Retirement Program Committee

(Article 8, §8.7(a)

 

 

Terminate, suspend, alter, or amend the Plan

ASBC Board of Directors

(Article X, §10.1(a) and §10.2(a))

 

 

                                                                       

Powers and Duties

ASBC Retirement Account Plan

 

Calendared Events

Appointment/Removal of Plan Administrative Committee

ASBC Board of Directors

(Article I, §1.39 and Article VIII, §8.1)

 

Annual Report to Associated Banc-Corp

Appointment of Retirement Program Committee

Plan Administrative Committee

(Article I, §1.46 and Article VIII, §8.1)

 

Retirement Program Committee to provide annual report within 2

Determination/Amendment of Index Rate

Retirement Program Committee

(Article III, §3.8)

 

months after end of taxable year

(Article VIII, §8.22)

Discretionary authority to construe and interpret

Retirement Plan Committee

(Article VIII, §8.7(b))

 

 

Resolve all questions relating to Plan, including eligibility

Retirement Program Committee

(Article VIII, §8.7(c))

 

Actuarial Computations

Adopt rules and regulations, forms and procedures advisable and appropriate for administration

Retirement Program Committee

(Article VIII, §8.7(a))

 

ASBC or the Retirement Program Committee to obtain, annually or more frequently, from an Enrolled Actuary the minimum contributions necessary to fund the benefits

(Article VII, §7.2)

Apply consistently and uniformly rules, regulations, and determinations to all Participants and beneficiaries in similar circumstances

Retirement Program Committee

(Article VIII, §8.7(b))

 

No specific date provided by which this must be completed

Authorize payment of benefits from Trustee

Retirement Program Committee

(Article VIII, §8.7(d))

 

 

Establish procedures for determining qualified status of QDRO's

Retirement Program Committee

(Article VIII, §8.7(f))

 

Funding Policy

Claim for benefits review/determination

Retirement Program Committee

(Article VIII, §8.18)

 

ASBC, through the Board of Directors, will establish a funding policy and method to carry out the Plan objectives and will periodically review such policy and method.

(Article VII, §7.10)

Terminate, suspend, alter or amend the Plan

ASBC Board of Directors, with notice going to Plan Administrative (for amendments) or Retirement Program Committee (for termination)

(Article X, §10.1 and §10.3)

 

No specific date provided by which this must be completed

Statement of rights and benefits to terminated Employee prior to or immediately following last day of Employment

Retirement Program Committee

(Article VI, §6.6)

 

 

 

At this time, the Compensation & Benefits Committee has no authority or control over the following:

 

Medical Plan

Dental Plan

Long-Term Disability Insurance

 

All decisions relating to plan design changes or claim dispute resolution are those of the Director of Corporate Human Resources, with final approval to be given by the Chief Executive Officer.



[1] The Administrator is defined as the ASBC Board of Directors or committee designated by Board.  At present time, the designated Committee is Bob Johnson and Brian Bodager.

[2] Committee members are Paul S. Beideman, Brian Bodager, Donald E. Peters, Bob Johnson, and Gordon J. Weber.

[3] Committee members are Karen Garvey, Bret Price, and Jeff West.