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1.	To elect the 12 nominees for director named in this Proxy Statement to hold office until the 2019 Annual Meeting of Shareholders;

2.	To consider a proposal to amend and restate the Company's Employee Stock Purchase Plan to increase the number of shares of Common Stock that may be offered under the plan by 200,000;

3.	To approve, on an advisory (non-binding) basis, the Company’s executive compensation as described in this Proxy Statement;

4.	To ratify the appointment of Ernst & Young LLP to serve as the independent registered public accounting firm for fiscal year 2018; and

5.	To transact such other business as may properly come before the meeting and any adjournment thereof.

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•	attending the Annual Meeting and voting by ballot;

•	using your telephone, according to the instructions on the Notice or proxy card;

•	visiting www.voteproxy.com and then following the instructions on the screen; or

•	signing, dating and mailing in your proxy card which may be obtained by calling 888-proxyna (888-776-9962) or by emailing info@astfinancial.com.

•	voting in person by ballot at the Annual Meeting;

•	returning a later-dated proxy card;

•	entering a new vote by telephone or on the Internet (prior to 11:59 p.m. Eastern Time on May 23, 2018); or

•	delivering written notice of revocation to the Company’s Corporate Secretary by mail at 9700 West Higgins Road, Suite 800, Rosemont, Illinois 60018.

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•	FOR the election of each of the 12 Director nominees named in this Proxy Statement;

•	FOR the proposal to amend and restate the Company's ESPP to increase the number of shares of Common Stock that may be offered under the plan by 200,000;

•	FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

•	FOR the election of each of the 12 Director nominees named in this Proxy Statement;

•	FOR the proposal to amend and restate the Company's ESPP to increase the number of shares of Common Stock that may be offered under the plan by 200,000;

•	FOR the approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement; and

•	FOR the ratification of the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018.

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•	the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2018.

•	To elect the 12 Director nominees named in this Proxy Statement;

•	To amend and restate the Company's ESPP to increase the number of shares of Common Stock that may be offered under the plan by 200,000; and

•	The approval, on an advisory (non-binding) basis, of the Company’s executive compensation as described in this Proxy Statement.

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•	Annual election of Directors.

•	Independent Chairman of the Board.

•	Independent Board. Our Board is comprised of all independent Directors, except our CEO.

•	Majority vote standard for election of our Directors.

•	Independent Board committees. Each of our committees (other than the Executive Committee) is made up entirely of independent Directors. Each standing committee operates under a written charter that has been approved by the respective committee, the Nominating and Corporate Governance Committee (the "Nominating Committee") and the Board.

•	Regular executive sessions of independent Directors. At each meeting of the Board and each of its Committees, the Directors meet without management present in regularly scheduled executive sessions of independent Directors.

•	Regular Board self-evaluation process. The Board and each committee evaluate its performance on an annual basis.

•	Service by the majority of our Directors on the boards of our subsidiary banks or other operating subsidiaries. We believe this dual service gives our Directors a robust view into our operations and performance.

•	Limitation on other outside board service. We limit our Directors to serve on no more than four other public company boards.

•	Retirement Age. We have a policy that we will not nominate a candidate for Director if he or she has attained the age of 76 before the election.

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•	Robust code of ethics. Our corporate code of ethics applies to all of our employees, including our Directors and executive officers. We also have an additional code of ethics applicable to our senior financial officers.

•	Robust role for the Board in risk oversight. Our Board and its committees play an active and ongoing role in the management of the risks of our business.

•	Stock ownership guidelines for Directors and named executive officers. Our Directors and named executive officers each must maintain a significant ownership of our Common Stock in order to increase alignment of their interests with those of our shareholders.

•	Prohibition on hedging, short selling and pledging. Our Directors and executive officers are prohibited from engaging in selling short our Common Stock, engaging in hedging or offsetting transactions regarding our Common Stock or pledging our Common Stock.

•	No shareholder rights plan (poison pill).

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•	determining criteria for the selection and qualification of the members of the Board and reviewing with the Board the appropriate skills and characteristics required of the Board members;

•	identifying, evaluating and recommending candidates to fill positions on the Board;

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•	seeking out possible candidates and otherwise aid in attracting highly qualified candidates to serve on the Board and coordinating with the CEO to the extent the Nominating Committee deems appropriate;

•	evaluating the independence of each member of the Board and establishing procedures for the regular ongoing reporting by Directors of any developments that may be deemed to affect their independence status or qualification to serve as a Director;

•	considering any resignation submitted by a Director who has experienced a significant change to his or her personal circumstances;

•	reviewing the corporate governance guidelines and code of ethics and recommending modifications thereto to the Board;

•	advising the Board with respect to the size, composition and individual members of the various committees of the Board and the functions of the Board and its committees;

•	establishing and implementing self-evaluation procedures for the Board and its committees;

•	assessing and reviewing with management the overall effectiveness of the organization of the Board and the conduct of its business and making appropriate recommendations to the Board with regard thereto;

•	reviewing shareholder proposals submitted for business to be conducted at an annual meeting;

•	in consultation with the Audit Committee, reviewing related-party transactions;

•	reviewing annually Director compensation and recommending modifications thereto to the Board;

•	reviewing insurance policies and indemnification arrangements applicable to the Directors and executive officers and recommending modifications thereto to the Board;

•	considering from time to time the overall relationship of the Board and management;

•	reviewing and assessing annually the adequacy of the Executive Committee Charter and, if appropriate, recommending changes to the Board for approval; and

•	reviewing and assessing annually the adequacy of the Nominating Committee Charter and, if appropriate, recommending changes to the Board for approval.

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•	the name and record address of the shareholder;

•	the class and number of shares of the Company beneficially held by the shareholder;

•

whether and the extent to which any derivative instrument, hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares) has been made the effect or intent of any of which is to increase or decrease economic interest in the Company’s stock or manage the risk or benefit of share price changes for, or to increase or decrease the voting power of, such shareholder with respect to the Company’s stock (which information shall be updated by such shareholder as of the record date for the 2019 Annual Meeting of Shareholders, such update to be provided not later than 10 days after such date);

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•	a representation that the shareholder intends to appear in person or by proxy at the 2019 Annual Meeting of Shareholders to introduce the recommendation;

•	the name, age, principal occupation and employment, and business and residential addresses of the candidate;

•	the qualifications of such candidate and the reason for such recommendation;

•	a description of all arrangements or understandings between the shareholder and such candidate or any other persons pursuant to which the recommendation is being proposed and any material interest of the shareholder in such recommendation;

•	the candidate’s signed consent to serve as a director if elected and to be named in the Company's 2019 Proxy Statement; and

•	all other information which would be required to be included in a proxy statement filed with the SEC if, with respect to such nomination, such shareholder were a participant in a solicitation subject to the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

•	the integrity of the Company's financial statements and financial reporting process;

•	the Company's systems of internal accounting and financial controls;

•	the performance of the Company's internal audit function and independent registered public accounting firm;

•	the performance of the Company's compliance function;

•	the independent auditor’s qualifications and independence;

•	the annual independent audit of the Company's financial statements;

•	the Company's compliance with ethics policies and legal and regulatory requirements; and

•	the annual assessment of the adequacy of the Audit Committee Charter and, if appropriate, the recommendation of changes to the Audit Committee Charter to the Board for approval.

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•	must be financially literate;

•	must not have received any consulting, advisory, or other compensatory fees from the Company (other than in his or her capacity as a Director);

•	must not be the Company's affiliate or the affiliate of any of the Company's subsidiaries; and

•	must not serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.

•	establishing, in consultation with senior management, the Company’s overall compensation philosophy and overseeing the development and implementation of compensation programs and policies;

•

reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other senior management, evaluating the performance of the CEO and other senior management in light of those goals and objectives, and, either as a committee or together with the other independent members of the Board, setting the CEO’s and other senior management’s compensation levels based on this evaluation;

•	reviewing and approving in advance employment agreements, salary levels, salary increases and bonuses for executive and senior officers of the Company and, if appropriate, senior officers of its subsidiaries, including salaries and awards to newly hired executives and senior officers of the Company;

•	reviewing the Company's compensation programs to assess the extent to which such practices encourage risk-taking (including compliance with the Company’s Volcker Rule Compliance Policy) or earnings manipulation, and taking any appropriate remedial actions;

•	administering the Company's stock option and employee stock purchase programs;

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•	reviewing and recommending for Board approval additional executive compensation and employee benefit programs;

•	reviewing with the CEO senior management promotions and employment of senior management candidates;

•	conferring with the CEO and other senior management regarding succession planning for senior executive officers and making any such recommendations to the Board;

•	reviewing and approving changes to be made to severance programs and forms of employment agreements and change-in-control agreements;

•	pre-approving all services provided by any independent compensation consultant retained to participate in the evaluation of executive compensation, other than services performed in connection with non-employee director compensation;

•	reviewing the results of any advisory shareholder votes on executive compensation (say-on-pay votes), and considering whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such votes;

•	recommending for approval by the Board how frequently the Company should conduct advisory shareholder votes on executive compensation, taking into account the results of any prior shareholder votes regarding the frequency of such votes;

•	developing and implementing policies with respect to the recovery or “clawback” of any excess compensation, including stock options, paid to any of the Company’s executive officers based on erroneous data; and

•	reviewing and assessing annually the adequacy of the Compensation Committee Charter and, if appropriate, recommending changes to the Board for approval.

•	reviewing and approving the Enterprise Risk Management Policy;

•	reviewing and approving the Risk Appetite Statement;

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•	reviewing summary reports regarding the Company’s risk profile relative to the Risk Appetite Statement and associated metrics and risk tolerances;

•	reviewing the Company’s independent loan review plan and loan review results;

•	reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of credit, liquidity, interest rates and other market risks, operational risk, vendors, and financial models;

•	reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of information technology & information security, in cooperation with the IT/IS Committee;

•	reviewing measures taken by the Company to identify, measure, monitor, manage and report its risks in the areas of legal & regulatory compliance, in cooperation with the Audit Committee of the Board;

•	reviewing the Company’s capital position including the Company’s annual capital planning and stress testing processes and results in cooperation with the Finance Committee of the Board;

•	reviewing and approving additional policies as may be assigned to the Committee pursuant to the Company’s Enterprise Risk Management Policy, subject to the Board’s reservation of its authority to review and approve any such policies;

•	meeting periodically with the Chief Risk Officer in separate executive sessions and discussing, among other items, the corporate risk management function’s independent responsibilities, budget and staffing;

•	coordinating with other committees of the Board and management committees as appropriate concerning risk management issues within the other committees’ respective areas of responsibility;

•	reviewing reports on special or emerging risk topics as deemed appropriate; and

•	reviewing and assessing annually the adequacy of the Risk Management Committee Charter and, if appropriate, recommending changes to the Risk Management Committee Charter to the Board for approval.

•	reviewing the capital plan and cash position of the Company, and providing advice and guidance on the sources and uses of capital and expected returns on capital deployed;

•	reviewing and approving any strategic initiatives to determine if they are aligned with the Risk Appetite Statement;

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•	reviewing and approving capital policies including the Capital Plan, the Capital Adequacy and Planning Policy and the Capital Contingency Plan;

•	reviewing and approving results of capital and earnings business plan, annual budget and forecasts;

•	reviewing and approving components of the DFAST process including stress test results;

•	reviewing holding company/intercompany capital actions, linking to current and forecasted capital levels;

•	reviewing and approving action plans to remediate gaps identified in the capital management process;

•	reviewing the Company’s financial policies, capital structure, strategy for obtaining financial resources, tax-planning strategies and use of cash flow;

•	reviewing and making recommendations with respect to any share repurchase programs and dividend policy;

•	reviewing proposed mergers, acquisitions, joint ventures and divestitures involving the Company and its subsidiaries;

•	reviewing and making recommendations with respect to private equity and other strategic investments;

•	reviewing and making recommendations with respect to issuing equity and debt securities;

•	providing advice to management with respect to the financial aspects of transactions by subsidiaries of the Company that require a vote by the Company, as a shareholder of such subsidiaries; and

•	reviewing and assessing annually the adequacy of the Finance Committee Charter and, if appropriate, recommending changes to the Board for approval.

•	reviewing and approving the Company’s information technology strategic plan and planning process;

•	assessing the likelihood, frequency and severity of cyber attacks and data breaches;

•	reviewing and approving the development and implementation of the Company’s information technology and information security programs and policies in context of the Company's risk profile;

•	reviewing the scope and effectiveness of the Company’s material information technology and information security infrastructure, including strategies for the design, development, implementation and maintenance of new technologies and systems;

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•	reviewing the strategies and measures taken by the Company to identify, assess, monitor, control and mitigate its risks in the areas of information technology and information security;

•	reviewing and approving the data management strategy for the Company;

•	overseeing any independent third-party assessments of the Company's information technology and information security programs and policies and data management strategy;

•	reviewing the effectiveness of business continuity/disaster recovery following cyber attacks, including adequate insurance coverage and incident response plans and testing; and

•	reviewing annually the adequacy of the IT/IS Committee Charter and, if appropriate, recommending changes to the charter to the Board for approval.

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(1)	Mr. Damico did not stand for re-election at the 2017 annual meeting on May 25, 2017. Accordingly, his 2017 compensation reflects services through such date.

(2)	Represents fees for services as non-employee Directors of the Company. During 2017, certain Directors elected to receive fees in stock, in lieu of cash payments, as follows:

(3)

Includes fees paid in cash and stock, both currently paid and deferred, for services as directors of the Company’s subsidiaries. Also includes dividends earned on fees deferred as described above. Directors with $10,000 or more in All Other Compensation for the fiscal year ended December 31, 2017 were: Mr. Crist ($25,177 in dividends earned and $8,600 in fees for service as a director of one of the Company’s subsidiaries); Mr. Crowther ($16,568 in dividends earned and $7,125 in fees for service as a director of one of the Company’s subsidiaries); Mr. Francis ($304 in dividends earned and $10,200 in fees for service as a director of one of the Company’s subsidiaries); Ms. Glabe ($323 in dividends earned and $15,150 in fees for service as a director or member of the executive advisory committee of five of the Company’s subsidiaries or divisions); Mr. Hackett ($1,535 in dividends earned and $14,200 in fees for service as a director of one of

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*	Less than 1%.

**	Mr. Wehmer is also a named executive officer.

(1)	Beneficial ownership and percentages are calculated in accordance with SEC Rule 13d-3 promulgated under the Exchange Act.

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(2)

Based solely on information obtained from a Schedule 13G/A filed by BlackRock, Inc. ("BlackRock") with the SEC on January 19, 2018 reporting beneficial ownership as of December 31, 2017. According to this report, BlackRock’s business address is 55 East 52nd Street, New York, New York 10055. BlackRock has indicated that it holds shares of our Common Stock together with certain of its subsidiaries. BlackRock has sole voting power with respect to 6,706,648 of these shares and sole dispositive power with respect to 6,850,597 of these shares.

(3)

Based solely on information obtained from a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 9, 2018 reporting beneficial ownership as of December 31, 2017. According to this report, Vanguard’s business address is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. Vanguard has indicated that it holds shares of our Common Stock together with certain of its subsidiaries. Vanguard has sole voting power with respect to 60,974 of these shares, shared voting power with respect to 5,870 of these shares, sole dispositive power with respect to 4,707,212 shares and shared dispositive power with respect to 62,176 of these shares.

(4)

Based solely on information obtained from a Schedule 13G/A filed by Dimensional Fund Advisors LP (“Dimensional”) with the SEC on February 9, 2018 reporting beneficial ownership as of December 31, 2017. According to this report, Dimensional’s business address is Building One, 6300 Bee Cave Road, Austin, Texas 78746. Dimensional has informed the Company that these securities are owned by various investment companies, commingled funds, group trusts and separate accounts. Dimensional serves as investment manager with power to direct investments and/or sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Dimensional may be deemed to be a beneficial owner of such securities; however, Dimensional expressly disclaims that it is, in fact, the beneficial owner of such securities. Dimensional has sole voting power with respect to 3,190,362 of these shares and sole dispositive power with respect to 3,261,495 of these shares.

(5)

Based solely on information obtained from a Schedule 13G filed by State Street Corporation (“State Street”) with the SEC on February 13, 2018 reporting beneficial ownership as of December 31, 2017. According to this report, State Street's business address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111. State Street has indicated that the following subsidiaries of State Street are investment advisers which hold shares of the security being reported: State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisor Trust Company, State Street Global Advisors Singapore Ltd., State Street Global Advisors Limited, State Street Global Advisors GmbH, and State Street Global Advisors, Australia. State Street has shared voting power and shared dispositive with respect to 2,849,514 of these shares.

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•	the size of the transaction and the amount of consideration payable to a related person;

•	the nature of the interest of the applicable executive officer, Director or 5% shareholder in the transaction;

•	whether the transaction may involve a conflict of interest;

•	whether the transaction involves the provision of goods or services to us that are available from unaffiliated third parties; and

•	whether the proposed transaction is on terms and made under circumstances that are at least as favorable to us as would be available in comparable transactions with or involving unaffiliated third parties.

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•	Generated highest reported net income in the history of the Company ($257.7 million, up 25% from $206.9 million in 2016);

•	Increased deposits by 7% to $23.2 billion (a $1.5 billion increase from $21.7 billion in 2016);

•	Increased loan portfolio (excluding covered loans and loans held for sale) by 10% to $21.6 billion, the highest reported level in the history of the Company;

•	Increased total assets to $27.9 billion;

•	Decreased net charge-offs, excluding covered loans, to $15.0 million;

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•	Increased number of banking offices to 157, compared to 155 in 2016, and planned for future organic growth;

•	Continued strong capital ratios;

•	Increased quarterly Common Stock dividend to $0.14 per share, resulting in total dividends of $30.8 million paid in 2017 to eligible holders of Common Stock; and

•	Increased reported earnings per diluted share of Common Stock to $4.40 per share, up from $3.66 per share in fiscal 2016.

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•

Attract first-rate entrepreneurial talent that reflects our structure. Our organizational design and structure are a significant part of our value proposition. Consequently, we need to hire leaders who will thrive within our structure, are able to operate well within a matrixed organizational structure which allows the capacity to act in equal measure autonomously at times and in collaboration at times, while driving growth and managing risk.

•	Focus on performance-based compensation. Our compensation program is designed to support performance and achievement at every level of the organization, from the individual to the bank, subsidiary, and Company. It also drives performance across both short-term and long-term horizons.

•	A significant portion of total compensation should be in the form of long-term incentives. Our compensation program includes incentives designed to align management and shareholder interests, over a multi-year performance period. This longer term horizon also helps promote retention and therefore business continuity.

•	Long-term incentive compensation should balance growth and risk. Our longer term rewards are structured to help mitigate excessive risk-taking since leaders are rewarded for creating lasting value for the Company and its shareholders.

•	Long-term incentive compensation should be highly correlated with returns. The prescribed performance goals under our long-term incentive compensation program are challenging and at or above target payouts should be achievable only with above target, superior organizational performance.

•

Compensation levels should be competitive to ensure that we attract and retain a highly qualified management team to lead and grow our Company. The successful operation of our Company requires an experienced and talented management team. We hire for both the current and anticipated future needs of the organization, so executives must be able to effectively lead the organization now, and also meet future needs of a growing organization. To do this,

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Compensation opportunities should be commensurate with an executive’s roles and responsibilities. Our organization values talented executives who perform comprehensively, both within their specific roles as well as taking on more leadership responsibilities. Consequently our compensation program seeks to recognize and reward our executives who are most responsible for the performance of the Company and who engage in broader duties than their job titles may imply.

•	Compensation for NEOs should be fair and perceived as such, both internally and externally. We measure the appropriateness of our compensation offerings by comparing them both internally and externally to peer group benchmarks. Shareholders are best served when we can attract and retain talented executives with compensation packages that are competitive but fair.

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•	market practices;

•	the target annual bonuses set and achieved in recent years;

•	the desire to provide, as described above, a substantial portion of total compensation as performance-based; and

•	the relative importance and degree of difficulty of the short-term and long-term performance goals of the Company.

•	75% based on Company performance, associated with consolidated and subsidiary pre-tax net income; and

•	25% based on individual goals and objectives.

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•

Mr. Wehmer’s individual performance objectives included: improve core performance of the enterprise reflected in various measures such as core loan, asset and deposit growth, net overhead ratio, performance on niche and core loans, earnings per share, stock price, shareholder return, and net income; continue to identify and acquire strategic assets, asset generation platforms and bank acquisitions to complement the Company’s strategy; formalize organization infrastructure for scale and expense optimization; increase focus on diversity and inclusion efforts; attract and staff organization with next generation talent in key critical roles; and ensure succession plans and leadership development for members of the enterprise.

•	Mr. Dykstra’s individual performance objectives included: lead all market transactions and strategic acquisition activities; increase core earnings through planned and profitable growth; ensure cost effective internal operations; act as primary liaison with government officials and regulators; and oversee IT and Information Security infrastructure enhancements.

•	Mr. Murphy’s individual performance objectives included: maintain core portfolio and non-performing assets at acceptable levels; work with operations to assist in credit related systems implementations to enhance the efficiency of

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Mr. Stoehr’s individual performance objectives included: enhance budgeting and forecasting systems; further improve reporting systems; maximize use of capital; proactively develop strategies to manage interest rate risk and improve earnings; and ensure model development and analytical needs of the enterprise are met by providing effective analytics, metrics and reporting to measure actual compared to budget, core vs niche, operating expense efficiencies, loan and deposit growth and loan and deposit pricing.

•	Mr. Crane’s individual performance objectives included: achievement of regulatory ratings objectives for all banks within market; manage all banks to meet/exceed financial targets; achieve loan growth without credit loss outside acceptable ranges; focus on expansion and new branch openings; and maintain an appropriate focus on enhancing customer relationships.

•	Company’s achievement of 101.3% of the consolidated pre-tax net income objective and growth in total assets;

•	Solid key performance indicators, including net interest margin, net overhead ratio, core loan, asset and deposit growth and credit quality;

•	Continued progress on diversification strategy via expanded lines of business; and

•	Continued build out of enterprise infrastructure to support future success of organization.

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•	provide a competitive compensation opportunity;

•	foster retention;

•	allow the Company to compete effectively for talent;

•	incorporate leading practices;

•	provide transparency;

•	support the Company’s long-term strategy and growth objectives;

•	align management’s long-term compensation with shareholder returns;

•	link pay and performance;

•	create a long-term focus based on sustainable results; and

•	create stock ownership.

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(1)	Mr. Wehmer’s performance-based cash award was paid in the amount of $611,325, with the remaining 10% (or $67,925) deferred to the later of March 27, 2025 or retirement.

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(2)

The NEOs received shares as follows: Mr. Wehmer 7,700 (fully deferred until the later of March 27, 2025 or retirement); Mr. Dykstra 3,069; Mr. Murphy 2,060; Mr. Stoehr 1,527; and Mr. Crane 1,454. The value ascribed in the table above was derived based on the $85.95 fair market value of the shares on February 22, 2018, the date these awards were settled. Mr. Wehmer's award is valued based on the fair market value on January 25, 2018 of $88.24, which is the date on which the Committee certified the performance criteria and the earned shares were deemed deferred.

(3)	These values are exclusive of the values of the options also granted as part of the 2015-2017 LTIP awards which were previously disclosed and not subject to the performance conditions noted above.

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(1)	The amounts shown in this column for 2017 consist of cash annual bonus awards made in 2018 with respect to 2017 performance for each of the NEOs.

(2)

The amounts shown in this column for 2017 represent performance-based restricted stock unit awards granted under the Company’s LTIP. These awards are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation - Stock Compensation (“FASB ASC Topic 718”) and are reported based on the probable achievement of the performance-based vesting conditions at the time of grant. Under the LTIP, if the highest achievement level is attained for the 2017 performance-based restricted stock unit awards, the maximum grant date fair value for these awards are as follows: Mr. Wehmer $1,380,000; Mr. Dykstra $433,125; Mr. Murphy $298,125; Mr. Stoehr $248,906; and Mr. Crane $236,250. The grant date fair value of the awards represents the average of the high and low sale prices of the Common Stock on the date of grant, as reported by NASDAQ multiplied by the shares subject to the award at target level.

(3)

The amounts shown in this column constitute options granted under the Company's 2015 Stock Incentive Plan (the "2015 Plan"). Amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards granted during fiscal years prior to 2017. The accounting policy and assumptions for stock-based compensation are described in Notes 1 and 17 to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2017. No options were granted in 2017.

(4)	Amounts reported for 2017 represent the cash portion of the 2015-2017 LTIP payment made in 2018.

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(5)	Amounts in this column include the value of all other compensation paid to or received by the NEOs in 2017. Please see the “All Other Compensation” table below for further information regarding these amounts. Perquisites are valued at actual amounts paid for such perquisites and other compensation.

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(1)

The amounts in this column represent performance-based cash awards granted to the NEOs pursuant to the 2017 LTIP and granted under the 2015 Plan that will be earned at the end of the performance cycle ending December 31, 2019 based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

(2)

The amounts in this column represent performance-based restricted stock unit awards granted to the NEOs pursuant to the 2017 LTIP and granted under the 2015 Plan that will be earned at the end of the performance cycle ending December 31, 2019 based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. Subject to certain qualifying termination events, the participant is required to be employed on the award settlement date in order to vest in the award.

(3)

The amounts in this column are valued based on the grant date fair value of the award calculated in accordance with FASB ASC Topic 718 and, in the case of the performance-based restricted stock unit awards, are based on the probable outcome of the applicable performance conditions. See Notes 2 and 3 to the 2017 Summary Compensation Table for a discussion of the relevant assumptions used in calculating the grant date fair value.

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(2)	The following table provides information with respect to the vesting of each NEO’s outstanding restricted stock unit awards:

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(4)	Represents awards that vested and were settled on February 22, 2018, based on performance during the period from January 1, 2015 through December 31, 2017. The awards are reported at the actual vesting level, which was determined based on the Company’s achievement of Cumulative Adjusted EPS over the three year performance period.

(5)	Represents performance-based restricted stock unit awards that will be earned at the end of the January 1, 2016 through December 31, 2018 performance period based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. These restricted stock unit awards are reported in this table assuming target achievement.

(6)	Represents performance-based restricted stock unit awards that will be earned at the end of the January 1, 2017 through December 31, 2019 performance period based on the Company’s achievement of performance objectives relating to the Company’s Cumulative Adjusted EPS. These restricted stock unit awards are reported in this table assuming target achievement.

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(2)	Represents the vesting of awards, including performance-based stock awards, granted under the Company’s 2007 Plan.

(3)

The value realized on the vesting of restricted stock units represents the average of the high and low market price of the Common Stock on the date of vesting multiplied by the number of restricted stock units that vested. Mr. Wehmer's award (fully deferred until the later of March 27, 2024 or retirement) is valued based on the fair market value on January 26, 2017 of $72.55, which is the date on which the Committee certified the performance criteria and the earned shares were deemed deferred.

(1)	This amount represents the value of the deferred portion of Mr. Wehmer's performance-based cash award and performance-based stock awards from the payment in 2017 of the 2014-2016 LTIP awards on the dates the awards were settled.

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(2)	The amounts reported in the column entitled “Aggregate Earnings in Last Fiscal Year” represent the change in the value of the shares subject to the deferred LTIP and restricted stock unit awards from December 31, 2016 to December 31, 2017.

(3)	This amount represents Mr. Wehmer's deferred LTIP awards settled in 2016 and 2017 and his restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the executive is no longer subject to the deduction limits under Section 162(m) of the Code.

(4)	This amount represents Mr. Dykstra's restricted stock unit awards which have vested but are not issuable until the earlier to occur of (i) the executive’s termination of employment and (ii) the time at which the executive is no longer subject to the deduction limits under Section 162(m) of the Code.

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•

We have Cause to terminate the NEO if the NEO has engaged in any of a list of specified activities, including refusing to perform duties consistent with the scope and nature of his position, committing an act of gross negligence or willful misconduct resulting in or potentially resulting in economic loss or damage to the Company’s reputation, conviction of a felony or other actions specified in the definition.

•

The NEO is said to have been Constructively Terminated (and thereby gain access to the benefits described below) if we (i) materially reduce the NEO’s duties and responsibilities, or (ii) reduce the NEO’s adjusted total compensation (as defined in the agreements) to an amount less than (x) 75% of his adjusted total compensation for the prior 12 months or (y) 75% of his adjusted total compensation for the 12 months preceding the date of such NEO’s employment agreement, whichever is greater. In addition, in the case of Messrs. Wehmer, Dykstra and Murphy, the NEO is said to have been Constructively Terminated if we reduce, or assign such NEO duties substantively inconsistent with, his position, authority, duties or responsibilities, including reductions occurring solely as a result of the Company ceasing to be a publicly traded entity or becoming a wholly owned subsidiary of another entity.

•	unpaid base salary through the date of termination;

•	accrued but unused vacation or paid leave; and

•	reimbursements.

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Messrs. Wehmer, Dykstra, Murphy and Stoehr will be entitled to a payment equal to three times the sum of his base salary in effect at the time of his death or disability and the target cash and stock bonus awards to such NEO in the year of his death or disability. Mr. Crane will be entitled to a payment equal to two times the sum of his base salary in effect at the time of his death or disability and the annual incentive compensation award (not including any equity-based award or cash award with a vesting period of greater than one year) paid to Mr. Crane during the 12-month period prior to his termination. Such payments will be made (i) in the case of death, in a lump sum within 30 days of the NEO’s death or (ii) in the case of permanent disability, ratably over 36 months (24 months for Mr. Crane), with any such payment benefit reduced by the proceeds from any life or disability insurance policies maintained by the Company. For Mr. Crane, such payment benefit will be reduced by the amount of any income earned by Mr. Crane during the 24-month period; provided, however, that such amount paid to Mr. Crane shall not be less than $8,333.34 per month.

•	Each NEO will immediately vest in all outstanding awards under the Company’s incentive plans.

•

Messrs. Wehmer, Dykstra and Murphy will continue to receive health insurance, including for qualified dependents, either under the then current Company plan or under an independent policy having similar coverage to that maintained by the Company, until the earlier of (a) the date he becomes eligible for any comparable medical, dental, or vision coverage provided by any other employer or (b) the date he becomes eligible for Medicare benefits; and

•	Messrs. Stoehr and Crane will continue to receive health insurance, including for qualified dependents, under the then current Company plan until the end of the 36-month period for Mr. Stoehr and the 24-month period for Mr. Crane over which the severance payments described in the first bullet point of this subsection are made.

•	the payment described in the first bullet point under “Payment Obligations Upon Death or Permanent Disability” will not be made in a lump sum, but rather be made ratably over the 36-month period for Messrs. Wehmer, Dykstra, Murphy and Stoehr and over the 24-month period for Mr. Crane;

•	outstanding option awards under the Company’s incentive plans will remain exercisable until the earlier of (i) three months or (ii) the life of the award;

•	Messrs. Wehmer, Dykstra and Murphy and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or exclusion or (b) the date he becomes eligible for Medicare benefits; and

•	Messrs. Stoehr and Crane and their respective dependents will be entitled to continued health benefits until the earliest of (a) the date he becomes eligible for another group health insurance plan with no pre-existing condition limitation or

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•	Pursuant to our incentive plans, the NEO will be entitled to immediate vesting and lapsing of restrictions on all outstanding awards;

•	Messrs. Wehmer, Dykstra and Murphy will be entitled to an additional cash payment equal to an amount that would offset any excise taxes incurred by the NEO as a result of the receipt of any change in control payments and such offset payment, within 30 days of the determination that such excise tax is due; and

•	In the case of Messrs. Stoehr and Crane, such payment may be subject to reduction (any such payment a “Reduced Payment”) to the extent it would cause such NEO to receive an “excess parachute payment” (as defined in the Code) unless the change in control payments, less the amount of any excise taxes payable by the NEO, is greater than the Reduced Payment.

•	if any person acquires 50% or more of the Company’s outstanding Common Stock or of the combined voting power of the Company’s outstanding voting securities (other than securities acquired directly from the Company);

•	if the Company’s incumbent Directors (and director nominees approved by such Directors) cease to constitute a majority of the Board;

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•	the consummation of a reorganization, merger or consolidation in which our shareholders immediately prior to such transaction do not, following such transaction, beneficially own more than 50% of the outstanding common stock or of the combined voting power of the corporation resulting from such transaction; or

•	the approval of our shareholders of a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.

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(1)	In the event of termination with cause, each NEO would only be entitled to earned but unpaid base salary through the termination date, accrued but unused vacation or paid leave, and reimbursement of miscellaneous company incurred expenses. For each NEO, this amount was zero as of December 31, 2017.

(2)

Upon termination due to death or disability, termination without cause, constructive termination, or qualifying termination following a change in control, with respect to each NEO other than Mr. Crane, such NEO is entitled to receive an amount equal to three times (3x) the sum of (i) the NEO’s base salary in effect at the time of termination plus (ii) an amount equal to the NEO’s target cash bonus and the NEO’s target stock bonus in the year in which the termination occurs. Under a constructive termination, termination without cause or a qualifying termination following a change in control, Mr. Crane is entitled to a severance payment of two times (2x) base salary and an amount equal to the annual incentive compensation paid to him during the 12-month period prior to the termination.

(3)

All outstanding stock options (except Mr. Dykstra’s award of 19,000 stock options in January 2015, of which 6,332 options remain unvested as of December 31, 2017) immediately vest in the event of death, permanent disability, or a qualifying termination following a change in control. Mr. Dykstra’s January 2015 stock option award will immediately vest in the event of death or permanent disability. All time-vesting restricted stock awards will immediately vest in the event of a death, permanent disability, constructive termination, retirement or a qualifying termination following a change in control. In the event of death, permanent disability or retirement, the 2015, 2016 and 2017 performance-based restricted stock unit awards will vest on a pro-rata basis based on performance over the full performance period. For this analysis, performance has been assumed at target for the 2016 and 2017 awards. For the 2015 performance-based restricted stock unit awards, the amount represents the actual payout, since the performance period was completed on December 31, 2017 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the 2016 and 2017 performance-based restricted stock unit awards will vest in full at target performance. The 2015 performance-based restricted stock unit award is shown at actual performance as the performance period ended on December 31, 2017. Messrs. Wehmer, Dykstra and Murphy had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2017. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer, Dykstra and Murphy was treated as a retirement for purposes of quantifying their disclosed benefits.

(4)

In the event of death, permanent disability or retirement, 2015, 2016 and 2017 performance-based cash awards will be payable in a pro-rata portion based on actual performance over the full performance period. For this analysis, performance has been assumed at target for the 2016 and 2017 awards. For the 2015 performance-based cash awards, the amount represents the actual payout, since the performance period was completed on December 31, 2017 and the performance achieved during the period was known. In the event of a qualifying termination following a change in control, the 2016 and 2017 performance-based cash awards will vest in full at target performance. The 2015 performance-based cash award is shown at actual performance as the performance period ended on December 31, 2017. Messrs. Wehmer, Dykstra and Murphy had met the retirement-eligibility requirements under each of the foregoing equity awards as of December 31, 2017. Therefore, any constructive termination or termination without cause incurred by Messrs. Wehmer, Dykstra and Murphy was treated as a retirement for purposes of quantifying their disclosed benefits.

(5)	We have assumed benefit continuation for Messrs. Wehmer, Dykstra and Murphy through the age of 65, the time at which the NEO will be eligible for Medicare. We have assumed benefit continuation for 18 months in the event termination in connection with a change in control, termination without cause or constructive termination for Mr. Stoehr

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(6)

In the event of termination in connection with death, the amount of benefits to be paid for each NEOs pursuant to his employment agreements shall be reduced by the amount of any life insurance benefit payments paid or payable to him from policies of insurance maintained and/or paid for by the Company; provided that in the event the life insurance benefits exceed the amount to be paid to him, the executive shall remain entitled to receive the excess life insurance payments.

(7)

In the event of termination in connection with permanent disability, the amount of benefits to be paid to each NEO pursuant to his employment agreement shall be reduced by the amount of any long-term disability insurance benefit payments paid or payable to him during the payment period from policies of insurance maintained and/or paid for by the Company; provided that in the event the long-term disability insurance benefits exceed the amount to be paid to him, he shall remain entitled to receive the excess insurance payments.

(8)

In the event of a termination in connection with a change in control, Messrs. Wehmer, Dykstra and Murphy are entitled to an excise tax gross-up payment to be paid by the Company if the present value of the NEO’s parachute payments exceeds his safe harbor. Excise tax gross up payments were calculated in accordance with Section 280G of the Code. Effective May 20, 2009, the Company adopted a policy that it will not enter into any new or materially amended agreements with NEOs that include any excise tax gross-up provisions with respect to payments contingent upon a change in control.

(9)

The employment agreements for Mr. Stoehr and Mr. Crane provide that in the event the potential payments would constitute “excess parachute payments” within the meaning of Section 280G of the Code, or any interest or penalties with respect to such excise tax, then the amount of the payout would be automatically reduced to an amount equal to $1.00 less than three times (3x) the “base amount” as defined in Section 280G(3) of the Code (the “Reduced Payment”). This reduction will not apply if the sum of the amount of severance pay less the amount of excise tax payable by the NEO is greater than the Reduced Payment.

•	The median of the annual total compensation of all of our employees, other than Mr. Wehmer, was $52,973.

•	Mr. Wehmer’s annual total compensation, as reported in the Total column of the 2017 Summary Compensation Table, was $4,243,165.

•	Based on this information, the ratio of the annual total compensation of Mr. Wehmer to the median of the annual total compensation of all employees is estimated to be 80 to 1.

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