Exhibit 10.1
RELEASE
AGREEMENT
Donald Wilson
[employee address]
This letter confirms that your
employment with AMCORE Financial, Inc. (the “ Company
”) terminated on April 27, 2009 (the “
Termination Date ”). This Release Agreement below is
being provided for your review and consideration.
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1.
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Subject to your
execution and continued compliance with the terms and conditions of
this Release Agreement, the Company has agreed to provide you with
a severance payment in an amount totaling $51,924.00 (gross), less
all applicable payroll taxes and required or permitted withholdings
(the “ Severance Payment ”).
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2.
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Your Severance
Payment has been calculated as shown on the Severance Calculation
Worksheet. The payment to be paid as soon as practicable after the
Release Effective Date (as defined below) and in any event no later
than 60 days following the Release Effective Date. If you are
offered and accept another employment opportunity with the Company
before any portion of the Severance Payment has been made or
commenced, you will no longer be eligible for any Severance
Payment, and this Release Agreement will be null and void. Further,
if any portion of the Severance Payment has been made, and you are
then offered re-employment with the Company, your eligibility for
any remaining portions of the Severance Payment will terminate as a
condition of re-employment and the Company will not provide you
with any additional portions of the Severance Payment from the date
you become re-employed by the Company. If any portion of the
Severance Payment has been paid to you prior to such date, this
Release Agreement will not be null and void and will remain
in effect, even if you do not receive the full amount of the
original Severance Payment. You understand and agree that this
Release Agreement, and the payments provided thereunder shall in no
way be deemed to constitute or give rise to a continuing employment
relationship between you and the Company after your Termination
Date or entitle you to any other benefits to which employees of the
Company may be entitled after your Termination Date. The Severance
Payment is in addition to all wages and unused vacation earned
through the Termination Date.
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3.
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You acknowledge and agree that
you are not otherwise entitled to receive the Severance Payment
unless you agree to the terms of this Release Agreement. In
exchange for the Severance Payment, you, on behalf of yourself and
your heirs, executors, administrators, successors and assigns,
hereby knowingly and voluntarily release the Company and any and
all of its parent, subsidiary, affiliated or related companies,
together with each of their officers, stockholders, directors,
employees, agents, insurers and reinsurers, attorneys and
representatives, and all of their, predecessors, successors, heirs,
and assigns (collectively, the “ Releasees ”),
from all claims, demands, causes of action, obligations, damages
and liabilities of every kind or character whatsoever, whether
presently known or unknown, suspected or unsuspected, both in law
and equity (“ Claims ”),which you ever had, now
have or may hereafter claim to have against any of the Releasees by
reason of any matter, cause or thing whatsoever arising from the
beginning of time until the date you sign this Release Agreement
(the “ Release ”). T
HIS R ELEASE INCLUDES , WITHOUT LIMITATION , ANY C LAIMS IN CONNECTION WITH YOUR EMPLOYMENT AND / OR THE TERMINATION OF YOUR EMPLOYMENT ; C LAIMS OF LIBEL , SLANDER , WRONGFUL DISCHARGE , INTENTIONAL INFLICTION OF EMOTIONAL HARM , FRAUD OR ANY OTHER STATE OR FEDERAL TORT ; C LAIMS UNDER ANY STATUTE OR REGULATION , INCLUDING BUT NOT LIMITED TO , THE A GE D ISCRIMINATION IN E MPLOYMENT A CT OF 1967, THE O LDER W ORKERS B ENEFIT P ROTECTION A CT , THE A MERICANS WITH D ISABILITIES A CT OF 1990, T ITLE VII OF THE C IVIL R IGHTS A CT OF 1964, THE C IVIL R IGHTS A CT OF 1991, S ECTIONS 1981 THROUGH 1988 OF T ITLE 42 OF THE U NITED S TATES C ODE , THE E MPLOYEE R ETIREMENT I NCOME S ECURITY A CT OF 1974, THE W ORKER A DJUSTMENT AND R ETRAINING N OTIFICATION A CT OF 1988, THE F AMILY AND M EDICAL L EAVE A CT OF 1993, THE S ARBANES O XLEY A CT OF 2002, EACH AS AMENDED , OR UNDER ANY OTHER FEDERAL , STATE OR LOCAL LAW , REGULATION , ORDINANCE OR COMMON LAW ; AND ALL C LAIMS UNDER ANY POLICY , AGREEMENT , UNDERSTANDING OR PROMISE , WRITTEN OR ORAL , FORMAL OR INFORMAL , BETWEEN YOU AND THE C OMPANY OR ANY OF THE OTHER R ELEASEES . The
parties recognize, however, that nothing contained in this Release
shall (i) release any claim that cannot be waived under
applicable law, including but not limited to, any rights to
indemnification under applicable state law, (ii) release any
claim that first arises after the Release Effective Date,
(iii) affect any vested employee benefits or pension payments
to which you may be entitled under any of the Company’s
existing employee benefit plans (as defined in 29 U.S.C.
§1002(3)), (iv) release any claim for compensation under
the (a) AMCORE Investment Services, Inc. Financial Advisor and
Licensed Banker Compensation Plan, (b) AMCORE Bank N.A.
Mortgage Loan Originator, Authorized Staff and Mortgage Team Leader
Compensation Plan, (c) AMCORE Investment Group a division of
AMCORE Bank, N.A. Retirement Plan Services Specialist Compensation
Plan, and/or (d) AMCORE Investment Group a division of
AMCORE Bank, N.A. Insurance Sales Advisor & Insurance
Sales Manager Compensation Plan (collectively, the “
Incentive Compensation Plans ”) (which claims, if any,
shall be governed solely by the terms of those Incentive
Compensation Plans, applicable state and federal
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laws and the Company’s
general policies and procedures regarding the payment of
compensation), (v) release any claim to stock options under
the (a) AMCORE Financial, Inc. 1995 Stock Incentive Plan,
(b) AMCORE Financial, Inc. 2000 Stock Incentive Plan,
(c) AMCORE Financial, Inc. 2005 Stock Award &
Incentive Plan, and/or (d) Amended and Restated AMCORE Stock
Option Advantage Plan (collectively, the “ Stock Option
Plans ”) (which claims, if any, shall be governed solely
by the terms of those Stock Option Plans and applicable state and
federal laws), (vi) release any claim for deferred
compensation under the (a) AMCORE Financial, Inc. Amended and
Restated Deferred Compensation Plan Effective June 1, 2003, or
the AMCORE Financial, Inc. Deferred Compensation Plan Effective
January 1, 2005 (collectively, the “ Deferred
Compensation Plans ”) (which claims, if any, shall be
governed solely by the terms of those Deferred Compensation Plans
and applicable state and federal laws), or (vii) be construed
to prohibit you from instituting legal action to enforce any of the
provisions of this Release Agreement. By signing this Release
Agreement, you represent that neither you nor your heirs,
executors, administrators, successors or assigns shall be entitled
to any personal recovery in any action or proceeding that may be
commenced on your behalf arising out of the matters released
above.
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4.
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You acknowledge
and agree that except as specified in Paragraphs 1 and 2 above, and
except for claims expressly excluded from the Release in Paragraph
3 above, all compensation, benefits, and other obligations due you
b
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