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.
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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.
Item 7.01Regulation FD Disclosure.
On January 20, 2022, the Company issued a press release announcing the
retirement of Mr. Niles. A copy of the press release is being furnished
herewith as Exhibit 99.1
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities under that Section and shall not be deemed to be incorporated by
reference into any filing by the Company under the Securities Act of 1933 or the
Exchange Act.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
10.1 Retirement Agreement, dated as of January 19, 2022, by and between
Associated Banc-Corp and Christopher J. Del Moral-Niles
99.1 Press Release, dated as of January 20, 2022
104Cover Page Interactive Date File (embedded within the Inline XBRL Document)
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