Exhibit 10.21
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE
RETIREMENT AGREEMENT
CEDAR RAPIDS BANK AND TRUST COMPANY
Cedar Rapids, Iowa
February 1, 2004
1
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
This Non-qualified Supplemental Executive Retirement Agreement (the
"Agreement"), effective as of the first day of February, 2004, formalizes the
agreements by and between CEDAR RAPIDS BANK AND TRUST COMPANY (the "Bank"), a
state chartered commercial bank, and certain key employees, hereinafter referred
to as "Executive(s)", who shall be selected and approved by the Bank to
participate in this Agreement by execution of a Non-qualified Supplemental
Executive Retirement Joinder Agreement ("Joinder Agreement") in a form provided
by the Bank. QCR HOLDINGS, INC. (the "Holding Company") is a party to this
Agreement for the sole purpose of guaranteeing the Bank's performance hereunder.
W I T N E S S E T H :
WHEREAS, the Executives are employed by the Bank or by both the Holding Company
and the Bank as a dual employee; and
WHEREAS, the Bank recognizes the valuable services heretofore performed for it
by such Executives and wishes to encourage their continued employment and to
provide them with additional incentive to achieve corporate objectives; and
WHEREAS, the Bank wishes to provide the terms and conditions upon which the Bank
shall pay additional retirement benefits to the Executives; and
WHEREAS, the Bank intends this Agreement to be considered an unfunded
arrangement, maintained primarily to provide supplemental retirement income for
its Executives, members of a select group of management or highly compensated
employees of the Bank, for tax purposes and for purposes of the Employee
Retirement Income Security Act of 1974, as amended; and
WHEREAS, the Bank has adopted this Non-qualified Supplemental Executive
Retirement Agreement which controls all issues relating to Supplemental
Retirement Benefits as described herein.
NOW, THEREFORE, in consideration of the premises and of the mutual promises
herein contained, the Bank and the Executive agree as follows:
SECTION I
DEFINITIONS
When used herein, the following words and phrases shall have the meanings below
unless the context clearly indicates otherwise:
1.1 "Accrued Benefit" means as of any date, that portion of the Supplemental
Retirement Benefit which is required to be expensed and accrued under
generally accepted accounting principles (GAAP).
1.2 "Act" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.3 "Administrator" means the Bank and/or its Board.
1.4 "Bank" means Cedar Rapids Bank and Trust Company and any successor
thereto.
1.5 "Beneficiary" means the person or persons (and their heirs) designated
as Beneficiary by the Executive to whom the deceased Executive's
benefits are payable. If no Beneficiary is so designated, then the
Executive's Spouse, if living, will be deemed the Beneficiary. If the
Executive's Spouse is not living, then the Children of the Executive
will be deemed the Beneficiaries and will take on a per stirpes basis.
If there are no living Children, then the Estate of the Executive will
be deemed the Beneficiary.
1.6 "Benefit Age" shall be the birthday on which the Executive attains the
age set forth in such Executive's Joinder Agreement.
1.7 "Benefit Eligibility Date" shall be the later of (1) the 1st day of the
month following the month in which the Executive attains the Benefit
Age, or (ii) the 1st day of the month following the month in which the
Executive actually retires.
1.8 "Board" shall mean the Board of Directors of the Bank, unless
specifically noted otherwise.
1.9 "Cause" shall mean:
(1) a material violation by the Executive of any applicable material
law or regulation respecting the business of the Bank;
2
(2) the Executive being found guilty of a felony, an act of dishonesty
in connection with the performance of his duties as an officer of
the Bank, or an act or acts which disqualify the Executive from
serving as an officer or director of the Bank; or
(3) the willful or negligent failure of the Executive to perform his
duties in any material respect.
1.10 A "Change in Control" shall mean and include the following with respect
to the Bank or the Holding Company:
(1) 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 ▇▇▇▇ ▇▇▇) of
thirty-three percent (33%) or more of the combined voting power of
the then outstanding voting securities of the Holding Company; or
(2) The individuals who, as of the date hereof, are members of the
Board of Directors of the Holding Company (the "Holding Company
Board") cease for any reason to constitute a majority of the
Holding Company 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 Holding Company Board, and such new
director shall, for purposes of this Agreement, be considered as a
member of the Holding Company Board; or
(3) Consummation by the Holding Company of (i) a merger or
consolidation if the stockholders, immediately before such merger
or consolidation, do not, as a result of such merger or
consolidation, own, directly or indirectly, more than sixty-seven
percent (67%) 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 of
the Holding Company outstanding immediately before such merger or
consolidation or (ii) 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 Holding Company or the Bank.
Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because thirty-three percent (33%) or more of the
combined voting power of the then outstanding securities of the Holding
Company is acquired by (i) a trustee or other fiduciary holding
securities under one or more employee benefit plans maintained for
employees of the entity or (ii) any corporation which, immediately prior
to such acquisition, is owned directly or indirectly by the stockholders
of the Holding Company in substantially the same proportion as their
ownership of stock of the Holding Company immediately prior to such
acquisition.
1.11 "Children" means the Executive's children, or the issue of any deceased
Children, then living at the time payments are due the Children under
this Agreement. The term "Children" shall include both natural and
adopted Children.
1.12 "Code" means the Internal Revenue Code of 1986, as amended, and
regulations promulgated thereunder from time to time.
1.13 "Disability Benefit" means the monthly benefit payable to the Executive
following a determination, in accordance with Subsection 3.7, that he is
disabled.
1.14 "Effective Date" of this Agreement shall be February 1, 2004.
1.15 "Estate" means the estate of the Executive.
1.16 "Full-Time" means employment during a Plan Year in which the Executive
works at least 2,080 hours.
1.17 "Holding Company" means QCR Holdings, Inc.
1.18 "Interest Factor" unless specifically designated otherwise in this
Subsection or in another place in this Agreement, means annual
compounding or discounting, as applicable, at six percent (6%). In the
event a lump sum benefit is paid to Executive upon a Change in Control,
for purposes of determining the value of an Executive's lump sum
benefit, the Interest Factor shall mean 120% of the semiannual
applicable federal rate (AFR) as determined under Code section 1274(d).
1.19 "Joinder Agreement" means the NON-QUALIFIED SUPPLEMENTAL EXECUTIVE
RETIREMENT JOINDER AGREEMENT.
3
1.20 "Part-Time" means employment on less than a Full-Time basis.
1.21 "Payout Period" means the time frame during which benefits payable
hereunder shall be distributed. Unless otherwise payable in one (1) lump
sum under this Agreement, payments shall be made in monthly installments
commencing within thirty (30) days following the occurrence of the event
which triggers distribution and continue for One Hundred Eighty (180)
months. In certain cases set forth herein, an Executive's (or
Beneficiary's) benefit shall be paid in a single lump sum payment.
1.22 "Plan Year" shall mean the calendar year.
1.23 "Spouse" means the individual to whom the Executive is legally married
at the time of the Executive's death, provided, however, that the term
"Spouse" shall not refer to an individual to whom the Executive is
legally married at the time of death if the Executive and such
individual have entered into a formal separation agreement (provided
that such separation agreement does not provide otherwise or state that
such individual is entitled to a portion of the benefit hereunder) or
formally initiated divorce proceedings through the courts.
1.24 "Supplemental Retirement Benefit" means an annual amount (before taking
into account federal and state income taxes), equal to two and one-half
percent (2 1/2%) (or a pro-rata percentage of 2 1/2% for each Year of
Service in which the Executive is employed Part-Time) for each Year of
Service until the Executive attains his Benefit Age in which the
Executive is a Full-Time employee (not to exceed 40 Years of Service),
multiplied by the average annual base salary plus cash bonus for the
three (3) most recently completed Plan Years in which Executive is a
Full-Time Employee with a maximum of seventy percent (70%). Such
Supplemental Retirement Benefit shall be reduced by any employer
contributions plus earnings thereon to the credit of Executive in the
Bank or Holding Company's 401(k) or other deferred compensation plans in
which Executive is also a participant calculated in accordance with the
projections conducted at the time the Agreement is adopted. The
Supplemental Retirement Benefit shall be payable in monthly installments
throughout the Payout Period.
1.25 "Supplemental Early Retirement Benefit" means an annual amount (before
taking into account federal and state income taxes) payable under
Subsection 3.4 of the Agreement in the event of the Executive's
termination of employment after attainment of age 55 with 10 Years of
Service (so long as Executive has been a participant under this
Agreement for two (2) years).
1.26 "Survivor's Benefit" means if the Bank has obtained insurance on the
life of the Executive, an annual amount payable to the Beneficiary in
monthly installments throughout the Payout Period, equal to the amount
designated in the Executive's Joinder Agreement. If the Bank has not
obtained insurance on the life of the Executive, the Survivor's Benefit
shall be equal to the Accrued Benefit of the Executive as of Executive's
date of death, annuitized (using the Interest Factor) and payable in
monthly installments throughout the Payout Period.
1.27 "Year of Service" means a 12 month period during which Executive is
employed on a Full-Time or Part-Time basis. A year of service can be
measured on the basis of anniversary dates from the Executive's date of
hire in the discretion of the Board.
SECTION II
ESTABLISHMENT OF RABBI TRUST
The Bank intends to establish a rabbi trust into which the Bank intends to
contribute assets which shall be held therein, subject to the claims of the
Bank's creditors in the event of the Bank's "Insolvency" as defined in the
agreement which establishes such rabbi trust, until the contributed assets are
paid to the Executives and their Beneficiaries in such manner and at such times
as specified in this Agreement. It is the intention of the Bank to make
contributions to the rabbi trust to provide the Bank with a source of funds to
assist it in meeting the liabilities of this Agreement. The rabbi trust and any
assets held therein shall conform to the terms of the rabbi trust agreement
which has been established in conjunction with this Agreement. To the extent the
language in this Agreement is modified by the language in the rabbi trust
agreement, the rabbi trust agreement shall supersede this Agreement. Any
contributions to the rabbi trust shall be made during each Plan Year in
accordance with the rabbi trust agreement. The amount of such contribution(s)
shall be equal to the full present value of all benefit accruals under this
Plan, if any, less: (i) previous contributions made on behalf of the Executive
to the rabbi trust, and (ii) earnings to date on all such previous
contributions. In the event of a Change in Control, the Bank shall transfer to
the rabbi trust within thirty (30) days prior to such Change in Control, the
present value of an amount sufficient to fully fund the Supplemental Early
Retirement Benefit for each Executive covered by this Agreement.
4
SECTION IIIBENEFITS
3.1 Retirement Benefit. If the Executive is in service with the Bank until
reaching his Benefit Age, the Executive shall be entitled to the
Supplemental Retirement Benefit. Such benefit shall commence on the
Executive's Benefit Eligibility Date and shall be payable in monthly
installments throughout the Payout Period. In the event the Executive
dies at any time after attaining his Benefit Age, but prior to
completion of all such payments due and owing hereunder, the Bank shall
pay to the Executive's Beneficiary a continuation of the monthly
installments for the remainder of the Payout Period.
3.2 Death Prior to Benefit Age. If the Executive dies prior to attaining his
Benefit Age but while employed at the Bank, the Executive's Beneficiary
shall be entitled to the Survivor's Benefit. The Survivor's Benefit
shall commence within thirty (30) days of the Executive's death and
shall be payable in monthly installments throughout the Payout Period.
In the sole discretion of the Bank's Board of Directors, if no life
insurance has been obtained on Executive's life, the Survivor's Benefit
may be paid in a lump sum.
3.3 Involuntary Termination (Other Than for Cause) or Voluntary Termination
of Employment. If the Executive's employment with the Bank is
involuntarily terminated prior to the attainment of his Benefit Age, for
any reason other than for Cause, the Executive's death, disability, or
following a Change in Control (as defined), or the Executive voluntarily
terminates his employment, other than due to Early Retirement, as
defined below, the Executive (or his Beneficiary) shall be entitled to
Executive's Accrued Benefit determined at the time of the Executive's
termination of employment. Such benefit shall commence at the
Executive's Benefit Age, shall be annuitized (using the Interest Factor)
and be payable in monthly installments throughout the Payout Period. In
the event the Executive dies prior to commencement of such payments, the
Bank shall pay to the Executive's Beneficiary a Survivor's Benefit
calculated as if the Bank had not obtained insurance on the Executive.
In the event the Executive dies prior to completion of all such payments
due and owing hereunder, the Bank shall pay to the Executive's
Beneficiary a continuation of the monthly installments payable to the
Executive for the remainder of the Payout Period. Notwithstanding
anything to the contrary herein, the Administrator may determine to pay
the Executive's Accrued Benefit to the Executive in a lump sum within
sixty (60) days of his termination.
3.4 Early Retirement Prior to Benefit Age. If the Executive desires to
terminate employment due to "Early Retirement" (as set forth herein)
prior to attainment of Executive's Benefit Age and to commence receiving
benefits hereunder at the time of such Early Retirement, Executive shall
be entitled to receive the Early Retirement Benefit, as described below,
at such time subject to the following conditions. Executive must be at
least fifty-five (55) years of age, have ten (10) years of employment
with the Bank and/or the Company and have been a participant under this
Agreement for at least two (2) years. In addition, Executive must have
made an election at least thirteen (13) months prior to Executive's
Early Retirement date to commence receiving benefits on the first day of
the first month following the date of such Early Retirement (as set
forth herein at Exhibit B). The Early Retirement benefit shall be the
Executive's Supplemental Retirement Benefit calculated using the
Executive's Years of Service on the date of Early Retirement. Such
benefit shall be annuitized (using the Interest Factor) and be payable
commencing on the first day of the first month following Executive's
Early Retirement in monthly installments throughout the Payout Period.
In the event the Executive dies prior to commencement of such payments,
the Bank shall pay to the Executive's Beneficiary a Survivor's Benefit
calculated as if the Bank had not obtained insurance on the Executive.
In the event the Executive dies prior to completion of all such payments
due and owing hereunder, the Bank shall pay to the Executive's
Beneficiary a continuation of the monthly installments payable to the
Executive for the remainder of the Payout Period.
3.5 Termination of Service Related to a Change in Control. If a Change in
Control occurs, and thereafter the Executive's employment is terminated
(either voluntarily or involuntarily) within thirty-six (36) months, the
Executive shall be entitled to receive the Executive's Supplemental
Retirement Benefit calculated using the Executive's Years of Service on
the date of termination. Such benefit shall be annuitized (using the
Interest Factor) and be payable commencing within thirty (30) days of
such termination and shall be payable in monthly installments throughout
the Payout Period, commencing on the first day of the first month after
Executive's termination of employment. In the event the Executive dies
prior to commencement of such payments, the Bank shall pay to the
Executive's Beneficiary a Survivor's Benefit calculated as if the Bank
had not obtained insurance on the Executive. In the event the Executive
dies prior to completion of all such payments due and owing hereunder,
the Bank shall pay to the Executive's Beneficiary a continuation of the
monthly installments payable to the Executive for the remainder of the
Payout Period.
5
3.6 Termination for Cause. If the Executive is terminated for Cause, all
benefits under this Agreement shall be forfeited and this Agreement
shall become null and void.
3.7 Disability Benefit. Notwithstanding any other provision hereof, if
requested by the Executive and approved by the Board (which approval
shall not be unreasonably withheld), the Executive shall be entitled to
receive the Disability Benefit hereunder, in any case in which it is
determined by a duly licensed physician selected by the Bank, that the
Executive is limited from performing the material and substantial duties
of the Executive's positions due to the Executive's sickness or injury
for a period of six (6) consecutive months. If the Executive's service
is terminated pursuant to this paragraph and Board approval is obtained,
the Executive may elect to receive the Disability Benefit in lieu of any
other benefit available under Section III (other than Subsection 3.8),
which is not available prior to the Executive's Benefit Eligibility
Date. The Disability Benefit shall be the Executive's Accrued Benefit on
the date of termination. Such benefit shall be annuitized (using the
Interest Factor) and be payable commencing within thirty (30) days of
the disability determination and shall be payable in monthly
installments throughout the Payout Period. At the Executive's request,
and upon Board approval, the Disability Benefit may be paid in a lump
sum. In the event the Executive dies at any time after termination of
employment due to disability but prior to payment of the Disability
Benefits, the Bank shall pay the Survivor's Benefit to the Executive's
Beneficiary. The determination regarding payment of a Disability Benefit
or payment of payment of the Disability Benefit in a lump sum is within
the sole discretion of the Board.
3.8 Additional Death Benefit - Burial Expense. Unless provided under any
other plan or agreement, in addition to the above-described death
benefits, upon the Executive's death, the Executive's Beneficiary shall
be entitled to receive a one-time lump sum death benefit in the amount
of Ten Thousand ($10,000.00) Dollars. This benefit shall be provided
specifically for the purpose of providing payment for burial and/or
funeral expenses of the Executive. Such death benefit shall be payable
within thirty (30) days of the Executive's death. The Executive's
Beneficiary shall not be entitled to such benefit if the Executive is
terminated for Cause prior to death.
SECTION IV
BENEFICIARY DESIGNATION
The Executive shall make an initial designation of primary and secondary
Beneficiaries upon execution of his Joinder Agreement and shall have the right
to change such designation, at any subsequent time, by submitting to the
Administrator in substantially the form attached as Exhibit A to the Joinder
Agreement, a written designation of primary and secondary Beneficiaries. Any
Beneficiary designation made subsequent to execution of the Joinder Agreement
shall become effective only when receipt thereof is acknowledged in writing by
the Administrator.
SECTION V
EXECUTIVE'S RIGHT TO ASSETS:
ALIENABILITY AND ASSIGNMENT PROHIBITION
At no time shall the Executive be deemed to have any lien, right, title or
interest in or to any specific investment or asset of the Bank. The rights of
the Executive, any Beneficiary, or any other person claiming through the
Executive under this Agreement, shall be solely those of an unsecured general
creditor of the Bank. The Executive, the Beneficiary, or any other person
claiming through the Executive, shall only have the right to receive from the
Bank those payments so specified under this Agreement. Neither the Executive nor
any Beneficiary under this Agreement shall have any power or right to transfer,
assign, anticipate, hypothecate, mortgage, commute, modify or otherwise encumber
in advance any of the benefits payable hereunder, nor shall any of said benefits
be subject to seizure for the payment of any debts, judgments, alimony or
separate maintenance owed by the Executive or his Beneficiary, nor be
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise.
SECTION VI
REGULATORY SUSPENSION AND TERMINATION
6.1 If the Executive is suspended from office and/or temporarily prohibited
from participating in the conduct of the Bank's affairs by a notice
served under Section 8(e)(3) (12 U.S.C. ss. 1818(e)(3)) or 8(g) (12
U.S.C. ss. 1818(g)) of the Federal Deposit Insurance Act, as amended,
the Bank's obligations under this Agreement shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the
charges in the notice are dismissed, the Bank shall (A) pay the
Executive all of the compensation withheld while their contract
obligations were suspended and (B) reinstate any of the obligations,
which were suspended.
6
6.2 If the Executive is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued
under Section 8(e) (12 U.S.C. ss. 1818(e)) or 8(g) (12 U.S.C. ss.
1818(g)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Bank under this contract shall terminate as of the
effective date of the order, but vested rights of the contracting
parties shall not be affected.
6.3 If the Bank is in default as defined in Section 3(x) (12 U.S.C. ss.
1813(x)(1)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Bank under this Agreement shall terminate as of the
date of default, but this paragraph shall not affect any vested rights
of the contracting parties.
6.4 All obligations of the Bank under this Agreement shall be terminated,
except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution by the Federal
Deposit Insurance Corporation (the "FDIC"), at the time the FDIC enters
into an agreement to provide assistance to or on behalf of the Bank
under the authority contained in Section 13(c) (12 U.S.C. ss. 1823(c))
of the Federal Deposit Insurance Act, as amended, or when the Bank is
determined by the FDIC to be in an unsafe or unsound condition. Any
rights of the parties that have already vested, however, shall not be
affected by such action.
6.5 Any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with
Section 18(k) (12 U.S.C. ss. 1828(k)) of the Federal Deposit Insurance
Act as amended, and any regulations promulgated thereunder.
SECTION VII
ACT PROVISIONS
7.1 Named Fiduciary and Administrator. The Bank shall be the Named Fiduciary
and Administrator (the "Administrator") of this Agreement. As
Administrator, the Bank shall be responsible for the management, control
and administration of the Agreement as established herein. The
Administrator may delegate to others certain aspects of the management
and operational responsibilities of the Agreement, including the
employment of advisors and the delegation of ministerial duties to
qualified individuals.
7.2 Claims Procedure and Arbitration. In the event that benefits under this
Agreement are not paid to the Executive (or to his Beneficiary in the
case of the Executive's death) and such claimants feel they are entitled
to receive such benefits, then a written claim must be made to the
Administrator within sixty (60) days from the date payments are refused.
The Administrator shall review the written claim and, if the claim is
denied, in whole or in part, they shall provide in writing, within
thirty (30) days of receipt of such claim, their specific reasons for
such denial, reference to the provisions of this Agreement or the
Joinder Agreement upon which the denial is based, and any additional
material or information necessary to perfect the claim. Such writing by
the Bank and its Board of Directors shall further indicate the
additional steps which must be undertaken by claimants if an additional
review of the claim denial is desired.
If claimants desire a second review, they shall notify the Administrator
in writing within thirty (30) days of the first claim denial. Claimants
may review this Agreement, the Joinder Agreement or any documents
relating thereto and submit any issues and comments, in writing, they
may feel appropriate. In its sole discretion, the Administrator shall
then review the second claim and provide a written decision within
thirty (30) days of receipt of such claim. This decision shall state the
specific reasons for the decision and shall include reference to
specific provisions of this Agreement or the Joinder Agreement upon
which the decision is based.
If claimants continue to dispute the benefit denial based upon completed
performance of this Agreement and the Joinder Agreement or the meaning
and effect of the terms and conditions thereof, it shall be settled by
arbitration administered by the AAA under its Commercial Arbitration
Rules, and judgment on the award rendered by the arbitrator(s) may be
entered in any court having jurisdiction thereof.
SECTION VIII
MISCELLANEOUS
8.1 No Effect on Employment Rights. Nothing contained herein will confer
upon the Executive the right to be retained in the service of the Bank
nor limit the right of the Bank to discharge or otherwise deal with the
Executive without regard to the existence of the Agreement.
7
8.2 State Law. The Agreement is established under, and will be construed
according to, the laws of the State of Iowa, to the extent such laws are
not preempted by the Act and valid regulations published thereunder.
8.3 Severability and Interpretation of Provisions. In the event that any of
the provisions of this Plan or portion hereof, are held to be
inoperative or invalid by any court of competent jurisdiction, or in the
event that any legislation adopted by any governmental body having
jurisdiction over the Bank would be retroactively applied to invalidate
this plan or any provision hereof or cause the benefits hereunder to be
taxable, then: (1) insofar as is reasonable, effect will be given to the
intent manifested in the provisions held invalid or inoperative, and (2)
the validity and enforceability of the remaining provisions will not be
affected thereby. In the event that the intent of any provision shall
need to be construed in a manner to avoid taxability, such construction
shall be made by the plan administrator in a manner that would manifest
to the maximum extent possible the original meaning of such provisions.
8.4 Incapacity of Recipient. In the event the Executive is declared
incompetent and a conservator or other person legally charged with the
care of his person or Estate is appointed, any benefits under the
Agreement to which such Executive is entitled shall be paid to such
conservator or other person legally charged with the care of his person
or Estate.
8.5 Unclaimed Benefit. The Executive shall keep the Bank informed of his
current address and the current address of his Beneficiaries. If the
location of the Executive is not made known to the Bank within three
years after the date upon which any payment of any benefits may first be
made, the Bank shall delay payment of the Executive's benefit payment(s)
until the location of the Executive is made known to the Bank; however,
the Bank shall only be obligated to hold such benefit payment(s) for the
Executive until the expiration of three (3) years. Upon expiration of
the three (3) year period, the Bank may discharge its obligation by
payment to the Executive's Beneficiary. If the location of the
Executive's Beneficiary is not made known to the Bank by the end of an
additional two (2) month period following expiration of the three (3)
year period, the Bank may discharge its obligation by payment to the
Executive's Estate. If there is no Estate in existence at such time or
if such fact cannot be determined by the Bank, the Executive and his
Beneficiary(ies) shall thereupon forfeit any rights to the balance, if
any, of any benefits provided for such Executive and/or Beneficiary
under this Agreement.
8.6 Limitations on Liability. Notwithstanding any of the preceding
provisions of the Agreement, no individual acting as an employee or
agent of the Bank or the Holding Company, or as a member of the Board of
the Bank or Holding Company shall be personally liable to the Executive
or any other person for any claim, loss, liability or expense incurred
in connection with the Agreement.
8.7 Gender. Whenever in this Agreement words are used in the masculine or
neuter gender, they shall be read and construed as in the masculine,
feminine or neuter gender, whenever they should so apply.
8.8 Effect on Other Corporate Benefit Agreements. Nothing contained in this
Agreement shall affect the right of the Executive to participate in or
be covered by any qualified or non-qualified pension, profit sharing,
group, bonus or other supplemental compensation or fringe benefit
agreement constituting a part of the Bank's existing or future
compensation structure.
8.9 Suicide. Notwithstanding anything to the contrary in this Agreement, the
benefits otherwise provided herein shall not be payable and this
Agreement shall become null and void if the Executive's death results
from suicide, whether sane or insane, within twenty-six (26) months
after the execution of his Joinder Agreement.
8.10 Inurement. This Agreement shall be binding upon and shall inure to the
benefit of the Bank, its successors and assigns, and the Executive, his
successors, heirs, executors, administrators, and Beneficiaries, and the
Holding Company shall require any acquirer in a Change in Control to
expressly assume this Agreement.
8.11 Tax Withholding. The Bank may withhold from any benefits payable under
this Agreement all federal, state, city, or other taxes as shall be
required pursuant to any law or governmental regulation then in effect.
8.12 Headings. Headings and sub-headings in this Agreement are inserted for
reference and convenience only and shall not be deemed a part of this
Agreement.
8
SECTION IX
AMENDMENT/REVOCATION
This Agreement shall not be amended, modified or revoked at any time, in whole
or part, without the mutual written consent of the Executive and the Bank, and
such mutual consent shall be required even if the Executive is no longer
employed by the Bank.
SECTION X
EXECUTION
10.1 This Agreement sets forth the entire understanding of the parties hereto
with respect to the transactions contemplated hereby, and any previous
agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Agreement.
10.2 This Agreement shall be executed in triplicate, each copy of which, when
so executed and delivered, shall be an original, but all three copies
shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the Bank and the Holding Company have caused this Agreement
to be executed as of this 1st day of February, 2004.
ATTEST: CEDAR RAPIDS BANK AND TRUST COMPANY
By:
------------------------------------ --------------------------------
Secretary
Title:
-----------------------------
ATTEST: QCR HOLDINGS, INC.
By:
------------------------------------ -------------------------------
Secretary
Title:
----------------------------
9
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT JOINDER AGREEMENT
I, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and CEDAR RAPIDS BANK AND TRUST COMPANY hereby agree for
good and valuable consideration, the value of which is hereby acknowledged, that
I shall participate in the Non-qualified Supplemental Executive Retirement
Agreement ("Agreement") established as of February 1, 2004, by CEDAR RAPIDS BANK
AND TRUST COMPANY, as such Agreement may now exist or hereafter be modified, and
do further agree to the terms and conditions thereof.
I understand that I must execute this Non-qualified Supplemental Executive
Retirement Joinder Agreement ("Joinder Agreement") as well as notify the
Administrator of such execution in order to participate in the Agreement.
I understand that if I retire on or after attainment of my Benefit Age of 65, I
shall be entitled to the Supplemental Retirement Benefit, calculated in
accordance with Subsections 1.1 and 3.1, and subject to all relevant provisions
of the Agreement. My projected Supplemental Retirement Benefit payable at my
Benefit Age is $103,333.
I understand that if my employment is terminated in connection with or following
a Change in Control (as defined), I shall be entitled to receive the
Supplemental Early Retirement Benefit, calculated in accordance with Subsections
1.1 and 3.5, and subject to all relevant provisions of the Agreement.
I understand that my annual Survivor's Benefit shall be equal to $103,333,
subject to Subsection 3.2 and all relevant provisions of the Agreement.
I further understand that I am entitled to review or obtain a copy of the
Agreement, at any time, and may do so by contacting the Bank.
This Joinder Agreement shall become effective upon execution (below) by both the
Executive and a duly authorized officer of the Bank.
Dated this _____ day of _______________, 2004.
-------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
(Bank's duly authorized Officer)
10
Exhibit A
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT JOINDER AGREEMENT
BENEFICIARY DESIGNATION
The Executive, under the terms of the Non-qualified Supplemental Executive
Retirement Agreement executed by the Bank and dated February 1, 2004, hereby
designates the following Beneficiary to receive any guaranteed payments or death
benefits under such Agreement, following his death:
PRIMARY BENEFICIARY:
--------------------------------------------
SECONDARY BENEFICIARY:
-------------------------------------------
This Beneficiary Designation hereby revokes any prior Beneficiary Designation
which may have been in effect. Such Beneficiary Designation is revocable.
DATE: ___________ __, 20__.
------------------------------
(WITNESS) EXECUTIVE
11
Exhibit B
NON-QUALIFIED SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
EARLY RETIREMENT ELECTION FORM
I, _____________________, hereby elect to terminate employment with the Cedar
Rapids Bank and Trust Company due to Early Retirement effective as of this _____
day of _________________, 20__, and to begin receiving benefits under the Cedar
Rapids Bank and Trust Company Non-Qualified Supplemental Executive Retirement
Agreement (the "Agreement") in accordance with the terms and conditions set
forth in Section 3.4 thereunder. I hereby certify that I have (i) attained at
least the age of fifty-five (55), (ii) at least ten (10) years of service with
the Cedar Rapids Bank and Trust Company, and (iii) been a participant in the
plan for at least two (2) years.
My Early Retirement date shall be the _____ day of __________________, 20__,
which date is at least thirteen (13) months after the effective date of my early
retirement election.
DATE:
-----------------------------
------------------------------------
(WITNESS) EXECUTIVE
12