Exhibit 10.22
QCR HOLDINGS, INC.
EXECUTIVE DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT ("Agreement") is made this
15th day of July, 2004, by and between
QCR Holdings, Inc., a Delaware corporation
(the "Company"), and THOMAS BUDD (the
"Executive").
INTRODUCTION
To encourage the Executive to remain an
employee of the Company, the Company is
willing to provide to the Executive a
deferred compensation opportunity together
with matching contributions by the Company.
The Company will pay the Executive's
benefits from the Company's general
assets.
AGREEMENT
The Executive and the Company agree as
follows:
Article 1
Definitions
Whenever used in this Agreement,
the following words
and phrases shall have the
meanings specified:
1.1 "Anniversary
Date" means December 31 of each year.
1.2 "Change in
Control" means:
a) The
consummation of the
acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act
of
1934, as amended (the "1934 Act")) of beneficial ownership (within
the meaning
of Rule 13d-3
promulgated
under the 1934 Act) of
33
percent or
more of the combined voting power of the then
outstanding voting securities of the Company; or
b) The
individuals
who, as of the date hereof, are members of the
Board of Directors
of the Company (the "Board") cease for any
reason to constitute a majority of the Board, unless the election,
or nomination for election by the stockholders, of any new
director
was approved
by a vote of a
majority of the Board,
and such new
director shall,
for purposes of this
Agreement,
be considered a
member of the Board; or
c) Consummation
of (1) a merger or consolidation of the Company if the
Company's
stockholders,
immediately before
such a merger or
consolidation, do not, as a result of such merger or
consolidation,
own, directly or
indirectly, more than
67 percent of the combined
voting power
of the then
outstanding
voting securities of the
entity resulting
from
such
merger
or consolidation, in
substantially the
same proportion as their ownership of the
combined voting
power of the voting securities outstanding
immediately before such merger or consolidation, or (2) a complete
liquidation or
dissolution
or an agreement for
the sale or other
disposition of two-thirds or more of the consolidated assets of
the
Company.
Notwithstanding the
foregoing,
a Change in Control
shall not be
deemed to occur solely
because 33 percent or
more of the combined
voting power of the then outstanding securities of the Company are
acquired by (1) a
trustee or other
fiduciary holding
securities
under one or more employee benefit plans maintained for employees
of the entity, or (2) any corporation which, immediately prior to
such
acquisition, is
owned directly or indirectly by the
stockholders in the
same proportion
as their ownership of stock
immediately prior to such acquisition.
1.3 "Code" means the
Internal Revenue Code of 1986, as amended.
1.4 "Company" means
QCR Holdings, Inc.
1.5 "Compensation"
means the total
salary and bonus paid
to the Executive
during a Plan
Year.
1.6 "Deferral
Account" means the Company's accounting of the Executive's
accumulated Deferrals plus accrued interest.
1.7 "Deferrals"
means the amount of the Executive's Compensation which the
Executive elects to defer according to this Agreement.
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1.8 "Disability"
means if the Executive is covered by a Company or a Company
affiliate's sponsored
disability policy, total disability as defined in
such policy without
regard to any waiting
period. If the
Executive is
not covered by such a policy, Disability means the Executive
suffering a
sickness or injury which, in the judgment of the Executive
Committee of
the Board of Directors of the Company limits the Executive from
performing the material and substantial duties of his position(s)
with
the Company. As a condition to any Disability benefits,
the Company may
require the Executive to submit to such physical or mental evaluations
and tests as the Board of Directors of the Company deems
appropriate.
1.9 "Election Form"
means the Form attached as Exhibit 1.
1.10 "Normal Retirement
Age" means the Executive's 65th birthday.
1.11 "Normal Retirement
Date" means the later of the Normal Retirement Age or
Termination of Employment.
1.12 "Plan Year" means the
calendar year.
1.14 "Termination
of Employment" means that the Executive ceases to be
employed by the Company for any reason whatsoever other than by reason
of a leave of absence which is approved by the Company.
For purposes of
this Agreement, if
there is a dispute over the employment status of the
Executive or the date of the Executive's Termination of Employment,
the
Company shall have the sole and absolute right to decide the
dispute.
Article 2 Deferral Election
2.1 Initial
Election. The
Executive shall make an initial deferral election
under this Agreement
by filing with the Company a signed Election Form
within thirty (30) days after the Effective Date of this Agreement.
The
Election Form shall set forth the amount of Compensation to be deferred
up to a maximum of eight thousand dollars ($8000.00) of Executive's
annual Compensation
and shall be effective
to defer only
Compensation
earned after the date the Election Form is received by the
Company.
2.2 Election
Changes.
2.2.1 Generally.
Upon the Company's
approval, the Executive may modify
the amount of
Compensation to be
deferred annually by
filing a
new Election Form with
the Company prior to the beginning of the
Plan Year in
which the Compensation is to be deferred. The
modified deferral
election shall not be effective until the Plan
Year following the year in which the subsequent Election Form is
received and approved by the Company.
2.2.2 Hardship.
If an unforeseeable
financial emergency arising from
the death of a family member, divorce, sickness, injury,
catastrophe or similar event outside the control of the
Executive
occurs, the Executive,
by written
instructions to the
Company,
may reduce future deferrals under this Agreement.
Article 3
Deferral Account
3.1 Establishing
and Crediting. The Company shall establish a Deferral
Account on its books for the Executive and shall credit to the
Deferral
Account the following amounts:
3.1.1 Deferrals.
The Compensation
deferred by the
Executive as of the
time the Compensation
would have otherwise been paid to the
Executive.
3.1.2 Matching
Contribution.
A matching contribution equal to one
hundred
percent (100%) of Executive's Deferrals, but not to
exceed eight
thousand
dollars
($8000.00),
such
matching
contribution to be
credited to the Deferral Account at the same
time as Executive's Deferrals are credited under Section 3.1.1.
3.1.3 Interest.
On each Anniversary Date of this Agreement and
immediately prior to the payment of any benefits, but only until
commencement of
the benefit payments under this Agreement,
interest is to be accrued on the account balance and compounded
at an annual rate
equal to the Wall
Street Journal
Prime Rate
plus 1 one percentage point on the first business day of the
Plan
Year. This
interest rate shall have a minimum or floor of 4
percent and shall not exceed 8 percent.
3.2 Statement
of Accounts. The Company shall provide to the Executive,
within one hundred
twenty (120) days
after each Anniversary
Date, a
statement setting forth the Deferral Account balance.
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3.3 Accounting
Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account
is not a trust fund of any kind. The Executive is a general
unsecured
creditor of the
Company for the payment of benefits. The benefits
represent the
mere Company promise to pay such benefits. The Executive's
rights are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or
garnishment by
the Executive's creditors.
Article 4
Lifetime Benefits
4.1 Normal
Retirement Benefit.
Upon the Normal Retirement Date, the Company
shall pay to the Executive the benefit described in this Section 4.1
in
lieu of any other benefit under this Agreement.
4.1.1 Amount of
Benefit. The benefit under this Section 4.1 is the
Deferral Account
balance at the
Executive's Normal
Retirement
Date.
4.1.2 Payment of
Benefit. The Company shall pay the benefit to the
Executive in 180 equal
monthly installments
commencing
on the
first day of the month following the Executive's Normal
Retirement Date. The
Company shall credit
interest pursuant
to
Section 3.1.3
on the remaining account balance during any
applicable installment period.
4.2 Early
Retirement
Benefit. Upon Termination of Employment
prior to the
Normal Retirement Age for reasons other than death, Change in
Control or
Disability, the Company shall pay to the Executive the benefit
described
in this Section 4.2 in lieu of any other benefit under this
Agreement.
4.2.1 Amount of
Benefit. The benefit under this Section 4.2 is the
Deferral Account
balance at the Executive's Termination of
Employment.
4.2.2 Payment of
Benefit. The Company shall pay the benefit to the
Executive in 180 equal
monthly installments
commencing
on the
first day of the month following the Executive's Termination of
Employment. The Company shall credit interest pursuant to
Section
3.1.3 on the remaining
account balance during any applicable
installment period.
4.3 Disability
Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall
pay to the
Executive the benefit described in this Section 4.3 in lieu of any
other
benefit under this Agreement.
4.3.1 Amount of
Benefit. The benefit under this Section 4.3 is the
Deferral Account
balance at the Executive's Termination of
Employment.
4.3.2 Payment of
Benefit. The Company shall pay the benefit to the
Executive in 180 equal
monthly installments
commencing
on the
first day of the month following the Executive's Termination of
Employment. The Company shall credit interest pursuant to
Section
3.1.3 on the remaining
account balance during any applicable
installment
period.
4.4 Change
in Control Benefit. Upon Termination of Employment at or
following a Change in Control, the Company shall pay to the Executive
the benefit described
in this Section 4.4 in lieu of any other benefit
under this Agreement.
4.4.1 Amount of
Benefit. The benefit under this Section 4.4 is the
Deferral Account
balance at the Executive's Termination of
Employment.
4.4.2 Payment of
Benefit. The Company shall pay the benefit to the
Executive in a lump sum within 60 days following the Executive's
Termination of Employment.
4.4.3 Obligation to
Fund. Notwithstanding any provision to the contrary
contained herein, no
later than the date of a Change in Control,
the Company shall fund a "Rabbi Trust" (as such term is
described
in Revenue Procedure 92-64) in the amount of the payment
required
under Section
4.4.2, with the trustee of such trust being
designated by the Board in its sole and absolute discretion.
4.5 Hardship
Distribution.
Upon the Board of Director's determination
(following petition by the Executive) that the Executive has
suffered an
unforeseeable
financial emergency as
described in Section
2.2.2, the
Company shall
distribute
to the Executive all or a portion of the
Deferral Account
balance as determined by the Company, but in no event
shall the distribution
be greater
than is necessary to relieve the
financial hardship.
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Article 5
Death Benefits
5.1 Death
During Active Service. If the Executive dies while in the
employment of the
Company, the Company shall pay to the Executive's
beneficiary the
benefit described
in this Section 5.1 in lieu of any
other benefit under this Agreement.
5.1.1 Amount of
Benefit. The benefit
under Section 5.1 is the Deferral
Account balan
