Retirement Agreement, Release&waiver(10/18/06)

Exhibit 10.1


RETIREMENT AGREEMENT, RELEASE AND WAIVER


This Retirement Agreement, Release and Waiver ("Agreement") is voluntarily entered into by the parties this 18th day of October, 2006, by and between AMCORE Investment Group, its parent, subsidiaries and affiliates, ("AMCORE"), and Patricia Bonavia ("Executive").


Whereas, Executive was employed by AMCORE as the Chief Operating Officer of AMCORE Investment Group, a division of AMCORE; and


Whereas, Executive has indicated her desire to retire from AMCORE's employment; and


Whereas, the parties wish to provide for an orderly search for Executive's successor and the transition of her duties; and


Whereas, Executive will announce her planned retirement on October 18, 2006, and Executive's retirement from AMCORE will be effective upon employment of Executive's successor by AMCORE, or at a date determined by AMCORE's management, but in no event later than March 31, 2007 (the "Retirement Date"); and


Whereas, AMCORE wishes to provide Executive with a retirement 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: On or after the Retirement Date AMCORE shall perform the undertakings described in this Section 1.


1.1 AMCORE shall pay to Executive the gross sum amount of $213,500, minus all withholdings and deductions required by law (the "Severance Payment"), payable in equal installments over a twelve-month period beginning on the Retirement Date (the "Severance Payment Period") on the same schedule as that applicable to AMCORE's salaried executive employees. The parties acknowledge that the Severance Payment is equivalent to Executive's base salary as of the date of this Agreement, but that Executive shall not be entitled to any other compensation or benefits during the Severance Payment Period other than as specifically described in this Agreement. All amounts will be direct deposited into Executive's bank account used for normal payroll deposits unless Executive directs otherwise in writing.


1.2 The parties acknowledge that, due to Executive's length of service and age at her retirement, Executive will be eligible for retiree benefits in accordance with the terms and conditions of AMCORE's plans and procedures governing such retiree benefits. In addition, if Executive makes a timely election to continue her group health insurance coverage under the federal law commonly known as "COBRA," AMCORE shall, at AMCORE's option, either pay the COBRA premiums for employee and spouse coverage for both medical and dental insurance for a period of 12 months, or reimburse Executive for such premiums upon submission of proof of payment.


1.3 AMCORE shall pay Executive's car allowance through the 12 months following her departure at the rate AMCORE would have paid had Executive been actively employed through that date. AMCORE shall reimburse Executive's current country club dues through December 31, 2007, at the rates and in accordance with AMCORE's policies for the payment of country club dues


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for its actively employed executive employees, as if Executive had remained actively employed through that date.


1.4 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 and 2006 in accordance with the terms and conditions of the applicable plan documents.


1.5 AMCORE shall reimburse Executive for her normal and necessary business expenses incurred before her Retirement 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.


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, 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, but not limited to, the determination that Executive will retire, and that her employment will terminate, as of the Retirement 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, SARBANNES-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; or 2) that first arises after the date Executive signs this Agreement.


2.2 Non-Disparagement. Executive agrees that she will not make or publish any written or oral statement or remark (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which is or may be disparaging, deleterious or damaging to the integrity, reputation or good will of AMCORE or its employees or management.


2.3 Agreement Not to Sue. Executive agrees that she shall neither file nor instigate the filing of any suit, claim, or charge based upon or related to her employment against AMCORE, its officers, employees, or agents, with any federal, state, or local court or administrative agency, body, or tribunal.


2.4 Agreement Not to Seek Reinstatement. Executive agrees that she shall not apply for or seek reinstatement, reemployment or employment with AMCORE or any division, department, or subsidiary thereof after the Retirement Date. Employee agrees that she may be reinstated for employment at AMCORE if management seeks such reemployment by Executive and Executive desires to be reemployed at AMCORE.


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2.5 Agreement to Return Property. Immediately after the Retirement Date, Executive agrees to return any and all AMCORE property in her possession and control, including, but not limited to, all originals and copies of any files, memos, or other documents (including all electronically stored information such as computer programs and files) she may have in her possession.


2.6 Agreement To Cooperate. Until the Retirement Date, Executive agrees to continue her employment as the Chief Operating Officer of AMCORE Investment Group and agrees to maintain all Board and officer positions with AMCORE and its affiliates at her discretion and with management approval. Executive agrees to provide her full cooperation and dedication in performing these responsi ...