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EXHIBIT 10.1
SEPARATION AGREEMENT, RELEASE AND WAIVER
This Separation Agreement, Release and Waiver ("Agreement") is
voluntarily entered into by the parties the 1st day of February,
2007, by and
between AMCORE Bank, N.A., its subsidiaries and affiliates
("AMCORE"), and John
Hecht ("Executive").
Whereas, Executive was employed by AMCORE as the Chief
Commercial
Officer of AMCORE; and
Whereas, Executive's last day of employment will be February 1,
2007
(the "Separation Date"); and
Whereas, AMCORE wishes to provide Executive with a separation
package
and Executive wishes to release, compromise, and settle any and all
claims or
disputes existing between them;
NOW, THEREFORE, in consideration of the foregoing recitals and
the
premises and covenants set forth below, the parties agree as
follows:
1. AMCORE's Undertakings: AMCORE shall perform the undertakings
described in this Section 1.
1.1 On August 2, 2007, AMCORE shall pay to Executive the gross
sum amount of $289,000.00, minus all withholdings and deductions
required by law
(the "Separation Payment"), paid in one lump sum. The Separation
Payment will be
direct deposited into Executive's bank account used for normal
payroll deposits
unless Executive directs otherwise in writing. The parties
acknowledge that
although the Separation Payment is equivalent to twelve months of
Executive's
base salary as of the date of this Agreement, Executive shall not
be entitled to
any other compensation or benefits during the Separation Payment
Period (as
defined in Section 1.3) other than as specifically described in
this Agreement.
1.2 If Executive makes a timely election to continue his group
health insurance coverage under the federal law commonly known as
"COBRA,"
AMCORE shall, at AMCORE's option, either pay the COBRA premiums for
family
coverage for both medical and dental insurance for a period of 18
months, or
reimburse Executive for such premiums upon submission of proof of
payment.
Executive will receive more information on COBRA via regular mail
service to his
home.
1.3 AMCORE shall pay Executive's car allowance for a period of
twelve months from his Separation Date (the "Separation Payment
Period") at the
rate of $1,458.33 per month.
1.4 AMCORE shall reimburse Executive's current country club
dues for membership at Mauh-Nah-Tee See Country Club through
December 31, 2007,
at the rates and in accordance with AMCORE's policies for the
payment of country
club dues for its actively employed executive employees, as if
Executive had
remained actively employed through that date.
1.5 AMCORE shall pay for outplacement services for Executive,
not to exceed $15,000, but only if Executive initiates contact with
the
outplacement provider within 14 days following the Effective Date
(as defined in
Section 8). In lieu of this benefit, AMCORE will pay for tax, legal
or financial
planning services, also not to exceed $15,000, but only if
Executive initiates
contact with the tax, legal or financial planning service within 14
days
following the Effective Date.
1.6 AMCORE and Executive acknowledge that Executive is
currently covered by a group policy for disability insurance. The
parties
believe that such group benefit includes a conversion feature that
would permit
Executive to convert the policy to individual coverage. In the
event that
Executive desires to convert such policy to individual coverage,
AMCORE will
cooperate and assist with Executive in doing so, provided that: (a)
any such
conversion must comply with the terms of the applicable plan
document; and (b)
Executive shall be solely responsible for the cost associated with
any resulting
individual policy of insurance.
1.7 AMCORE agrees that Executive will continue to be provided
insurance coverage for a period of no less than five years from the
Separation
Date under and subject to the terms and conditions of AMCORE's
existing
Financial Directors & Officers policy, as such policy is
modified, renewed and
replaced from time to time, for any claims made against Executive
for acts and
omissions committed or occurring prior to the Separation Date and
within the
scope of his employment with AMCORE. If requested by Executive,
AMCORE will
deliver to Executive a proof of insurance, or other appropriate
documentation,
from the issuer of such insurance confirming that such insurance is
in effect.
1.8 Executive shall be entitled to retain his laptop computer
as his personal property; provided, however, that AMCORE's
information
technology department shall first "wipe" the hard drive of any
information
pertaining to AMCORE or its business.
1.9 AMCORE and Executive acknowledge that Executive is not
entitled to participate in AMCORE's Short-Term Incentive Plan or
Long-Term
Incentive Plans that begin in 2007 (the "Incentive Plans").
Executive will be
eligible to receive pro rata Long-Term Incentive Plan payments for
2005, 2006
and 2007, with the period of pro-rata participation calculated as
ending on
January 31, 2007. All payments will be in accordance with the terms
and
conditions of the applicable plan documents.
1.10 AMCORE shall reimburse Executive for his normal and
necessary business expenses incurred before the Separation Date, in
accordance
with AMCORE's normal policies and procedures for the reimbursement
of such
expenses and upon receipt of such proper documentation for the
expenses as is
required by such policy.
1.11 Executive shall be entitled to continue to serve on those
community boards on which he currently serves, with the exception
of the
Employer's Coalition on Healthcare, from which Executive agrees to
resign as
soon as practicable after the Separation Date.
1.12 AMCORE shall permit Executive to keep his current cell
phone and shall release his cell phone number after the Separation
Date so that
Executive, if he chooses, may sign a contract with a cellular
telephone service
provider for which he is personally responsible and which continues
to use his
current cell phone number. Any costs involved in converting
Executive's cell
phone number to a personal number shall be incurred by Executive at
his own
expense.
1.13 The parties acknowledge that Executive is currently a
participant in the AMCORE Financial, Inc. Amended and Restated
Deferred
Compensation Plan dated January 10, 2002 (the "2002 Deferred Comp
Plan"), and
that any benefits payable upon the termination of his employment
under the 2002
Deferred Comp Plan will be payable pursuant to Article 9 of the
Master Plan
Document for the 2002 Deferred Comp Plan. At Executive's request,
AMCORE agrees
that the Committee (as defined in such Master Plan Document) shall
cause any
Termination Benefit (as defined in Article 9 of such Master Plan
Document)
payable to Executive to be paid in a lump sum rather than pursuant
to an Annual
Installment Method of 5 years, all as described and permitted under
Section 9.2
of such Master Plan Document.
1.14 The parties acknowledge that Executive is also currently
a participant in the AMCORE Financial, Inc. Supplemental Executive
Retirement
Plan dated May 20, 1998 (the "1998 SERP") and that any benefits
payable upon the
termination of his employment under the 1998 SERP will be payable
pursuant to
Article IV Section 4.2(b) of that 1998 SERP. The parties hereby
agree that the
benefit amount due to Executive under the 1998 SERP is $430,000,
and Executive
hereby waives and releases any claim that he is due any amount
exceeding
$430,000 under the 1998 SERP. The parties further acknowledge that
Article IV
Section 4.2(b) of the 1998 SERP currently requires that amounts
paid to
participants pursuant to that Section must be paid in a lump sum
not later than
sixty (60) days after termination of employment. Notwithstanding
such provision,
Executive requests that AMCORE defer the payment of such lump sum
until August
2, 2007, and AMCORE agrees to Executive's request unless it is
advised in
writing by its compensation consultants that any such deferral
would be
prohibited by law, would disqualify the 1998 SERP or would result
in other
adverse consequences to AMCORE or to the other participants in the
1998 SERP. If
AMCORE is able to defer payment of any amounts due Executive under
the 1998 SERP
until August 2, 2007, under the terms described in the preceding
sentence (i)
Executive agrees to release and waive any claim that such deferral
violates the
terms of the 1998 SERP; and (ii) AMCORE, in recognition of the fact
that it will
have the benefit of the use of the amounts to be paid to Executive
under the
1998 SERP for the period of such deferral, hereby agrees to pay
Executive on
August 2, 2007, the lump sum of $11,180, minus any deductions
required by law.
If permitted by law, AMCORE shall treat such payment as non-wage
income to
Executive rather than as wages for purposes of tax reporting and
withholding.
1.15 The parties acknowledge that Executive is also currently
a participant in the AMCORE Financial, Inc. 1994 Stock Option Plan,
the 2000
Stock Incentive Plan, the AMCORE Stock Option Advantage Plan, and
the 2005 Stock
Award and Incentive Plan (the "Stock Incentive Plans"). Nothing in
this
Agreement shall be construed or interpreted as releasing or waiving
any vested
rights that Executive might have under any of such Stock Incentive
Plans.
1.16 AMCORE agrees that Executive, in connection with
obtaining other employment, may refer possible employers of
Executive to Kenneth
Edge and/or Donald Wilson for a reference regarding Executive and
such
individuals will be permitted to speak freely to such possible
employers
regarding Executive, including without limitation providing their
opinions of
Executive's work performance, character, attitude, ethics, and
suitability for
employment. Executive hereby consents to Messrs. Edge and Wilson
engaging in
discussions with such employers and providing any information or
opinions which
they or AMCORE possess regarding Executive, and Executive hereby
waives all
rights to bring any action for defamation, invasion of privacy or
any similar
cause against either such person based upon such disclosures or
communications.
Nothing in this paragraph shall be construed as requiring either
Mr. Edge or Mr.
Wilson to provide any information to any such possible
employers.
2. Executive's Additional Undertakings. As of the Effective
Date,
Executive agrees to the following undertakings and obligations.
2.1 Release and Waiver. Executive hereby releases, acquits,
and forever discharges AMCORE, its officers, directors,
shareholders, agents,
employees, parent, affiliated and subsidiary companies, successors
or assigns,
from any and all claims, charges, demands, damages, debts,
liabilities,
obligations, costs, expenses, attorneys' fees, rights in law or
equity, actions
and causes of action of every kind and nature whatsoever, whether
or not now or
heretofore known, suspected or unsuspected, by reason of anything
whatsoever
from the beginning of time up to the date hereof, including without
limitation
the termination of his employment as of the Separation Date. THIS
INCLUDES, BUT
IS NOT LIMITED TO, TORT CLAIMS (INCLUDING WITHOUT LIMITATIONS
CLAIMS FOR LIBEL
AND DEFAMATION), CONTRACTUAL AND QUASI-CONTRACTUAL CLAIMS, AND
STATUTORY CLAIMS,
INCLUDING, BUT NOT LIMITED TO, CLAIMS UNDER THE ILLINOIS HUMAN
RIGHTS ACT, THE
WAGE PAYMENT AND COLLECTION ACT, THE WHISTLE-BLOWERS ACT, ANY OTHER
APPLICABLE
STATE OR LOCAL STATUTE, CODE, REGULATION OR ORDINANCE, THE FAIR
LABOR STANDARDS
ACT, THE AGE DISCRIMINATION IN EMPLOYMENT ACT, THE OLDER WORKERS
BENEFITS
PROTECTION ACT, THE FAMILY AND MEDICAL LEAVE ACT OF 1993, THE
AMERICANS WITH
DISABILITIES ACT, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
SARBANES-OXLEY, AND
ANY OTHER APPLICABLE FEDERAL STATUTE OR REGULATION; provided,
however, that the
parties agree and acknowledge that Executive by signing this
Agreement does not
waive or release any claim: 1) to vested benefits under any
employee benefit
plan that is regulated by the Employee Retirement Income Security
Act (provided,
however, that Executive agrees that he has waived any right to
claim benefits
under the 1998 SERP other than those specifically described in
Section 1.14, as
well as any right to claim that a deferral of payment of benefits
until August
2, 2007, violates the terms of the 1998 SERP); 2) that
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