Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Under the Retirement Agreement dated as of January 19, 2021 (the "Retirement
Agreement") by and between Associated Banc-Corp (the "Company") and Philip B.
Flynn, the former President and Chief Executive Officer of the Company, Mr.
Flynn is entitled to receive, among other things, a contribution to the
Supplemental Executive Retirement Plan, as amended and restated effective
November 21, 2016 (the "SERP"), at a minimum of 12.5% of his eligible
compensation through his Retirement Date of December 31, 2021.
In order to comply with the Retirement Agreement obligation described above, on
January 25, 2022, the Compensation and Benefits Committee of the Company's Board
of Directors approved a waiver to the requirement under Section 4.01(c) of the
SERP that the participant be employed by the Company in order to accrue a
benefit under the SERP. As a result, Mr. Flynn will be eligible to receive a
contribution to the SERP of approximately $108,000 in accordance with the terms
of the Retirement Agreement.
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