Exhibit 10.22


 


COMMUNITY FIRST BANKSHARES

EXECUTIVE SEVERANCE PLAN


 


Effective August 5, 2003


As Amended December 12, 2003


 


Introduction


 


Community First Bankshares, Inc. (“CFB”) established a severance pay
plan entitled “Community First Bankshares Executive Severance Plan” (“Plan”)
effective August 5, 2003 for the benefit of certain eligible executives of
CFB and its subsidiaries.


 


This document (“Summary”) is intended to give participants an easily
understood explanation of the Plan. 
This Summary, in conjunction with any future amendments, constitutes the
official plan document for the Plan. 
You may request an additional copy of this Summary by sending a written
request to the address below.


 


Neither the receipt of this Summary nor the use of the term “you”
indicates that you are eligible for a severance benefit under the Plan.  Only those executives who are selected for
participation and satisfy the requirements for a severance payment contained in
the Plan are eligible for a benefit.


 


Capitalized terms have specialized meanings.  Terms that are not defined in the context of a particular
section are defined at the end of this document.


 


If you have questions regarding the Plan, you may contact the Executive
Vice-President, Human Resources at:


 


Community First Bankshares


520 Main Avenue


Fargo, North Dakota 58124


Telephone:  (701) 298-5600


 


Purpose


 


The purpose of this Plan is to:


 


•                                          enhance
the ability of CFB to retain existing executive management and, if needed,
attract new executives;


 


•                                          provide
reasonable severance benefits for eligible executives in the event of
termination of employment; and


 


•                                          enhance
executive morale.


 

















 


Eligibility
to Participate


 


You become a participant in the Plan if you are employed by CFB within
the rank, position or salary grade (or similar category) selected by the
Compensation Committee of the Board of Directors (“Committee”) to participate
in the Plan.  If you are among the
executive employees whose rank, position, salary grade or similar category is
selected for participation, you will be notified in writing.  Employment in an executive capacity does not
entitle you to selection for participation in the Plan.  The Committee shall not select any category
of employees for participation unless it determines that each person in that
category is a member of a select group of management or highly compensated
employees (as that expression is used in ERISA).  The Committee’s selection of a category of executive employees
for participation shall be made solely in its discretion and shall be
conclusive and binding.


 


When
Participation Ends


 


You will cease to be a participant in the Plan as of the first to occur
of the following events:


 


•                                          the
date you receive all of the severance payments due under the Plan in the event
you are eligible for severance;


 


•                                          the
date of your death;


 


•                                          the
date the Committee notifies you that as a result of a change in your employment
status you are no longer included in a category selected to be participants in
the Plan;


 


•                                          the
date the Plan is amended to exclude as participants the category of executive
employees that includes or the Plan is terminated; or


 


•                                          the
date your employment ends for any reason, which does not result in your
eligibility for severance.


 


Eligibility
for Severance


 


You are eligible to receive severance only if:


 


•                                          your
employment is terminated by CFB other than for Cause or your Disability, or you
terminate your employment for Good Reason;


 


•                                          you
are a participant in the Plan at the time of your termination of employment;
and


 


•                                          you
have signed and returned a general release of claims in the form of a Waiver
and Release Agreement that will be provided to you by CFB in compliance with
its terms no sooner than the last day on which you perform services for CFB.


 


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Notice
of Termination


 


Any termination of employment by either CFB or you must be communicated
by a notice of termination to the other party. 
The notice must specify the basis for the termination (including any
basis for Cause or Good Reason) and the effective date of the termination.


 


Exclusions


 


You are not eligible for severance pay, if any of the following apply:


 


•                                          you
fail to report to work or resign from employment prior to the effective date of
your termination of employment set forth in the notice of termination;


 


•                                          you
announced in writing your intention to terminate employment or retire prior to
the date CFB announces that your employment will terminate;


 


•                                          your
termination of employment is due to Cause;


 


•                                          your
employment ends due to your Retirement, Disability or Death;


 


•                                          you
voluntary resign or terminate your employment other than for Good Reason; or


 


•                                          your
employment ends in connection with the sale of assets or a change in ownership
of any part of CFB’s operations and you are offered a comparable position with
comparable pay.


 


Amount
of Severance Payment


 


The amount of severance for which you are eligible is based on your
position at the time of your termination of employment and your Base Pay
according to the following schedule:


 


	
  Position

  	
   

  	
  Severance
  Amount

  
	
  Chief Executive Officer

  	
   

  	
  36 months of Base Pay

  
	
  Chief Operating Officer

  	
   

  	
  24 months of Base Pay

  
	
  EVP Level Officer

  	
   

  	
  18 months of Base Pay

  
	
  SVP Level Officer

  	
   

  	
  12 months of Base Pay

  



 


Time
and Form of Severance Payment


 


Severance payments will be paid on a salary continuation basis at
regular payroll intervals.  Payment will
begin as soon as administratively feasible after the expiration of any
revocation or rescission period specified in the release of claims.  An individual receiving a severance payment
is ineligible to make contributions to, or earn credit under, any CFB
retirement plan.  In the event of your
death, any severance payments not completed shall be payable to your spouse or,
if you


 


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do not have a spouse, to the personal representative of your
estate.  All severance payments are
subject to required withholding.


 


Other
Pay/Benefits


 


Other Company provided pay and benefits will be addressed as follows:


 


•                                          The
Company will pay you for any unused accrued PTO at your last day of employment
in accordance with Company Policy.


 


•                                          The
Company will pay you any bonus/incentive amount according to the terms of the
Corporate Annual Incentive Plan (AIP) pro-rated for your actual employment
dates.


 


•                                          The
Company will cease paying any other pay or perquisites such as auto allowances,
club memberships, etc. at the end of the month of your last day of employment.


 


•                                          The
Company will continue your participation in Company Health/Dental/Vision
(H/D/V) plans according to your elections and the terms/conditions of those
plans for the period during which you are receiving monthly severance payments,
or until such coverage would otherwise terminate under the same principles as
applied to federal continuation coverage (COBRA).  Alternatively, Company may select at its sole discretion to
provide alternative coverage of comparable H/D/V benefits or reimburse you for
the cost of same on a cost-sharing basis comparable to Company’s H/D/V plans.
If you continue your participation in the H/D/V plans during the entire
severance period, your rights under federal continuation coverage (COBRA) will
begin immediately thereafter.


 


•                                          The
Company will cease paying for or contributing to all other welfare, fringe,
retirement, or perquisite benefits at the end of your employment as those plans
delineate.  Certain of these benefits
may have continuation rights for which you will receive notice.


 


•                                          You
will be eligible for payment of fees for outplacement services according to CFB
arrangements for your position.


 


•                                          You
will be allowed to exercise any vested, unexercised stock options under the CFB
Incentive Stock Option plan within 30 days of the day of your position
resignation.  No further vesting of any
unexercised stock options will occur after the date of your position
resignation.


 


Forfeiture
Events


 


You shall not be entitled to any severance payments under the Plan if
CFB determines in its sole discretion that any of the following events have occurred:


 


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•                                          you
engaged in conduct prior to your termination of employment that constitutes
Cause; or


 


•                                          you
attempted to rescind or revoke the release of claims, or violated the terms of
the release of claims.


 


If payments have already commenced, all remaining severance payments
shall be suspended, notwithstanding your entitlement to such payments.


 


If, after a severance payment is made, CFB determines that any of the
foregoing forfeiture provisions apply, CFB shall have the right, using any
method allowed by law, to recover from you the amount of severance paid.


 


Effect of Reemployment


 


If you are eligible for severance, you must promptly notify CFB if you
enter into regular full-time employment following your separation from CFB and
during a period equal to the number of months of Base Pay that you are eligible
to receive under the Plan.


 


If you enter into such employment, all severance payments and benefits
under the Plan will cease following your first full month of employment, and
you will be eligible to receive a lump sum payment equal to 50% of the amount
of any remaining severance payments.


 


However, you will not be eligible for a lump sum payment if: you take a
senior level position with a financial services organization that is considered
to be a major competitor of CFB.


 


Exclusive Severance


 


The severance benefits provided under this Plan are the only severance
payments available to you in connection with your termination of
employment.  A participant who becomes
eligible for severance under this Plan shall not be eligible for severance
under any other plan, policy, procedure, practice, agreement or arrangement.


 


280G
Limit


 


In the event that any payment or benefit received or to be received by
you in connection with a change in control of CFB or termination of your
employment, whether payable pursuant to the terms of this Plan or any other
plan, contract, agreement or arrangement (collectively, “Total Payments”),
would not be deductible in whole or in part by CFB solely as a result of
Section 280G of the Internal Revenue Code (“Code”), the amount payable to
you under the Plan shall be reduced until no portion of the Total Payments is
not deductible solely as a result of Section 280G of the Code or such
amount payable to you is reduced to zero.


 


For purposes of this limitation:


 


•                                          no
portion of the Total Payments shall be taken into account which in the opinion
of tax counsel selected by CFB does not constitute a “parachute payment” within
the meaning of Section 280G(b)(2) of the Code;


 


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•                                          the
payment pursuant to the Plan shall be reduced only to the extent necessary so
that the Total Payments in their entirety constitute reasonable compensation
within the meaning of Section 280G(b)(4)(B) of the Code, in the opinion of
the tax counsel; and


 


•                                          the
value of any other non-cash benefit or any deferred cash payment included in
the Total Payments shall be determined by CFB’s independent auditors in
accordance with the principles of Sections 280G(d)(3) and (4) of the Code.


 


In case of uncertainty as to whether all or some portion of a payment
is or is not payable to participant under this Plan, CFB shall initially make
the payment to the participant, and the participant agrees to refund to CFB any
amounts ultimately determined not to have been payable based upon the terms
above.


 


Administration
of Plan


 


CFB is the plan administrator and sponsor of the Plan and is
responsible for the general operation and administration of the Plan and for
the expenses related to such operation and administration.  CFB shall have the duty and responsibility
of maintaining records, making determinations that it believes are necessary or
advisable for the operation and administration of the Plan, making the
requisite calculations and disbursing payments under the Plan.  CFB may delegate authority with respect to
the administration of the Plan to such other committee, person or persons as it
deems necessary or appropriate for the administration and operation of the
Plan.


 


CFB has the sole discretion, authority, power and responsibility to
decide all factual and legal questions under the Plan, including:


 


•                                          interpreting
and construing the provisions of the Plan and any ambiguous or unclear terms
within the Plan document;


 


•                                          adopting,
establishing and revising rules, procedures and regulations relating to the
Plan;


 


•                                          determining
the conditions subject to which any benefit may be payable, resolving all
questions concerning the status and rights of a participant, and whether a
claimant is eligible for benefits under the Plan and the amount of the
benefits, if any, a claimant is entitled to receive; and


 


•                                          making
any other determinations, which it believes necessary or advisable for the administration
and operation of the Plan.


 


In making any benefits determinations under the Plan, CFB may rely
conclusively upon all tables, valuations, certificates, opinions and reports
furnished by any actuary, accountant, controller, counsel or other person
employed or engaged by CFB with respect to the Plan.  The decisions, interpretations and calculations of CFB are
conclusive and binding on all parties. 
CFB reserves the right to correct any errors that may occur in the
administration of the Plan, including reducing or eliminating benefits to you
under the Plan.


 


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Claims
Procedure


 


If you believe you may be entitled to severance benefits that you have
not received or you disagree with any determination made by CFB with respect to
the Plan, you should file a written claim for benefits with CFB at the
following address:  Community First
Bankshares, 520 Main Avenue, Fargo, North Dakota 58124.  All claims for benefits under this Plan must
be received by CFB within one year of your termination of employment.  Claims that are received more than one year
from the date of your termination of employment will be denied as untimely.


 


Within 90 days after you deliver your claim, CFB will notify you of the
decision or request additional time (up to another 90 days) to reach a decision
based upon the existence of special circumstances. If CFB notifies you that it
needs additional time, the notice will describe the special circumstances
requiring the extension and the date by which it expects to reach a
decision.  If CFB denies your claim, in
whole or in part, you will receive a notice specifying the reasons, the Plan
provisions on which it is based, a description of additional material (if any)
needed to perfect the claim, your right to file a civil action under
section 502(a) of ERISA if your claim is denied upon review and an
explanation of your right to request a review.


 


If your claim is denied, in whole or in part, and you disagree with the
decision, within 60 days of the date you receive written notice of the denial,
you must deliver to CFB a written request for review at the address listed
above.  Your request for review must
include issues and comments you want considered in the review.  At any time during the claim and review
procedure, you may examine relevant Plan documents.


 


Within 60 days after you deliver your request for review, CFB will
notify you of the decision or request additional time (up to another 60 days)
to reach a decision based upon the existence of special circumstances.  If CFB notifies you that it needs additional
time, the notice will describe the special circumstances requiring the
extension and the date by which it expects to reach a decision.  If CFB affirms the denial of your claim, in
whole or in part, you will receive a notice specifying the reasons, the Plan
provisions on which it is based, notice that upon request you are entitled to
receive free of charge reasonable access to and copies of the relevant
documents, records and information used in the claims process and your right to
file a civil action under section 502(a) of ERISA.


 


If you file your claim within the required time period and complete the
entire claim and review procedure and your claim is still denied, any lawsuit
must be commenced within 6 months after the claim and review procedure is
complete.  In any event, you must
commence a lawsuit within 30 months after you knew or should have known
the principal facts on which your claim is based.  CFB may rely on any applicable statute of limitations as a basis
to deny a claim.


 


Amendment
and Termination


 


CFB, by written action of its Board, has the right to, at any time,
amend the provisions of the Plan or terminate the Plan for any reason and in
any respect at its sole discretion.  However,
in the event of a change in control of CFB this Plan cannot be amended or
terminated for a 12-month period following the change in control.  CFB’s right to amend the Plan includes, but
is not limited to, changes in the eligibility requirements and benefit amounts
provided under the Plan.  If the Plan is
amended or terminated, you will be subject to all the changes effective as a
result of


 


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such amendment or termination, and your rights will be reduced,
terminated or altered accordingly, as of the effective date of the amendment or
termination.  You do not have ongoing
rights to any benefits, other than payment of benefits to which you became
entitled prior to the Plan amendment or termination.  CFB may delegate authority to amend or terminate the Plan to one
or more individuals it deems advisable.


 


Plan
Funding


 


Any severance payments will be paid out of the general assets of CFB,
and you will not have any secured or preferred interest by way of trust,
escrow, lien or otherwise in any specific assets of CFB.  Your rights shall be solely those of an
unsecured general creditor of CFB.


 


Governing
Law


 


To the extent not preempted by the laws of the United States, the laws
of the State of North Dakota shall apply with respect to the Plan.


 


Severability


 


If a provision of the Plan shall be held to be illegal, invalid or
unenforceable, the illegal, invalid or unenforceable provision shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provision had not been included.


 


Assignment
Prohibited


 


You cannot assign, encumber or otherwise anticipate the payments to be
made under this Plan, and the benefits provided under this Plan will not be
subject to seizure for payment of any order or judgment against you.


 


No
Employment Rights


 


Becoming a participant in this Plan does not assure your continued
employment or right to benefits except as outlined by the Plan, nor does it
interfere with the rights of CFB to discharge you at any time as an at-will
employee.  This Plan shall not be deemed
an employment contract.


 


ERISA
Status


 


This Plan is adopted with the understanding that it is an unfunded
welfare plan maintained primarily for the benefit of a select group of
management or highly compensated employees within the meaning of ERISA.  The Plan is not an employee benefit
plan.  Each provision shall be
interpreted and administered accordingly.


 


Definitions


 


Disability
— shall have the same meaning as that term is defined in CFB’s long-term
disability plan.


 


Base Pay
— the highest regular monthly rate of pay for a participant over the prior 24
months.  Base Pay shall be determined
before deductions for taxes and other items withheld, but


 


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excluding all types of incentive pay, all forms of stock or equity
based compensation, fringe benefits, special pay or awards, commissions,
bonuses and overtime.  Base Pay shall
include regular basic cash remuneration that is contributed by an employee to a
qualified retirement plan, nonqualified deferred compensation plan or similar
plan by CFB but it shall not include earnings on those amounts.


 


Cause
— termination of the participant’s employment by CFB based upon:  (i) the continued failure by a participant
to substantially perform the participant’s duties (unless such failure is due
to participant’s Disability) after a written demand specifying the
participant’s performance failures is delivered to the participant and a period
of at least 14 business days is given to such participant to cure such
failures; (ii) any act of fraud by the participant; (iii) any conviction for a
felony or commission of a criminal or other act that will probably cause
substantial economic damage to CFB or substantial injury to its business
reputation; or (iv) the order of a regulatory agency.


 


Good Reason
— the occurrence of any of the following events, without the participant’s
express written consent:  (i) the
assignment to the participant of duties that are inconsistent with the
Participant’s position and salary; and (ii) a reduction of 10% or more in the
participant’s Base Pay.


 


Retirement
— termination of the participant’s employment which occurs on or after the date
(i) the Participant has attained age 65; or (ii) the Participant has both
attained age 55 and completed at least 10 years of service, and the Participant
indicates he/she is “retiring”.


 


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