Exhibit 10.22





Exhibit 10.22




QCR HOLDINGS, INC.




EXECUTIVE DEFERRED COMPENSATION PLAN




(Effective October 23, 2008)




This QCR HOLDINGS, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (the “Plan”) was adopted by OCR
Holdings, Inc. (the “Company”) and its affiliates to replace all existing individual deferred
compensation agreements, as an amended and restated compilation of all such agreements. The Plan
is intended to be an unfunded arrangement maintained by the specific Company or affiliate that
employs the participant (the “Employer”) primarily for the purpose of providing deferred
compensation for the directors and a select group of management or highly compensated employees of
the Employer and is intended to be exempt from Sections 201, 301 and 401 of the Employee Retirement
Income Security Act of 1974, as amended. The Plan is effective as of October 23, 2008. The Plan,
along with any Participation Agreements, is intended to replace the individual deferred
compensation agreements in effect on or after January 1, 2005. The Plan is intended to be a
material modification of the individual deferred compensation agreements such that all amount under
the Plan, including amounts accrued prior to December 31, 2004, shall be subject to the provisions
of Section 409A of the Internal Revenue Code of 1986, as amended. All obligations under the Plan
will be solely borne by the Employer.



Article 1

Definitions




For purposes of this Plan, unless otherwise provided in the Participation Agreement, the
following words and phrases shall have the following meanings:




1.1 “Administrator” means the Board of the Employer or a designated committee thereof.




1.2 “Board” means the Board of Directors of the Company, unless specifically noted otherwise.




1.3 “Cause” shall mean:




1.3.1 as such term is defined in an employment agreement between the Participant and an
Employer, or if no such agreement or definition exists, then as provided below in this
Section 1.3:




1.3.2 a material violation by the Participant of any applicable material law or
regulation respecting the business of Employer;




1.3.3 the Participant being found guilty of a felony, an act of dishonesty in
connection with the performance of the Participant’s duties as an officer of Employer, or
which disqualifies the Participant from serving as an officer or director of Employer; or




1.3.4 the willful or negligent failure of the Participant to perform Participant’s
duties for Employer in any material respect.


 












 





1.4 A “Change in Control” shall mean and include the following with respect to the Company, or
as provided below, the Employer and shall be deemed to have occurred on the earliest of the
following dates:




1.4.1 The date of 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 thirty-three percent (33%) or more of the
combined voting power of the then outstanding voting securities of the Company or
the Employer; or




1.4.2 The date that individuals who, as of the date hereof, are members of the
Board of Directors of the Company (the “Company Board”) cease for any reason during
any twelve (12) month period, to constitute a majority of the 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 Company Board, and such new director
shall, for purposes of this Plan, be considered as a member of the Company Board; or




1.4.3 The date of the consummation by the Company, or the Employer, of (i) a
merger or consolidation if the stockholders of the Company, immediately before such
merger or consolidation, do not, as a result of such merger or consolidation, own,
directly or indirectly, more than fifty percent (50%) 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 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 Company or the Employer.




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 Company or the Employer 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 Company or the Employer in substantially the same proportion as
their ownership of stock of the Company or the Employer immediately prior to such
acquisition.




In the event that any benefit under the Plan constitutes Deferred Compensation (as
defined in Section 409A) and the settlement of or distribution of benefits under
this Plan is to be triggered by a Change in Control, then such settlement or
distribution shall be subject to the event constituting the Change in Control also
constituting a “change in control event” permitted under Section 409A.



1.5 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the
regulations promulgated thereunder from time to time.


 


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1.6 “Company” means QCR Holdings, Inc. or its successors.



1.7 “Compensation” means an employee Participant’s salary, incentive compensation and bonus
paid during the Plan Year and a director Participant’s director fees paid during the Plan Year.
The Administrator shall have the continuing authority to determine in advance of any Plan Year,
which elements (and any limits on such elements) of Compensation shall be eligible for deferral in
that Plan Year.



1.8 “Deferral Account” means the bookkeeping account established for each Participant as
provided in Section 4.1 hereof.



1.9 “Deferral Date” means the date the Deferrals will be credited to the Participant’s
Deferral Account, which date shall be the date the Compensation would otherwise have been payable
to the Participant.



1.10 “Deferrals” mean that portion of a Participant’s Compensation that a Participant elects
to defer in accordance with Section 3.1 hereof.



1.11 “Disability” means that the Participant: (i) is unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than
twelve (12) months; or (ii) is, by reason of any mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under an
accident and health plan covering the Employer’s employees.



1.12 “Effective Date” means October 23, 2008; provided, however, that if any changes pursuant
to the amendment and restatement of this Plan constitute a change in the form or timing of
distributions under Code Section 409A, such changes shall be effective as of January 1, 2009, in
accordance with the transition relief provided under IRS Notice 2007-86.



1.13 “Election Form” means the separate written agreement, submitted to the Administrator, by
which a Participant elects to participate in the Plan and to make Deferrals where, in the
discretion of the Administrator, such Election Form may be included, all or in part, in the terms
of the Participation Agreement.



1.14 “Employer” means (i) with respect to an employee Participant, the Company or the
affiliated entity which employs the Participant or any successor thereto, and (ii) with respect to
a director Participant, the Company or the affiliated entity on which Participant serves as a Board
member.



1.15 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time
to time, and the regulations promulgated thereunder from time to time.



1.16 “Investment Funds” means those mutual funds, insurance policies, investment indexes or
other measures of performance identified by the Administrator that shall be used to determine the
return increments to be credited to each Participant’s Deferral Account. The Administrator, in its
sole discretion, may change the Investment Funds from time to time.




1.17 “Normal Retirement Age” means the Participant’s sixty-fifth (65th) birthday.



1.18 “Normal Retirement Date” means the later of Normal Retirement Age or Separation of
Service.


 


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1.19 “Participant” means all members of the Board and any employee who is selected to
participate in the Plan, provided such individual: (i) elects to participate in the Plan, (ii)
signs an Election Form which is accepted by the Administrator, (iii) commences participation in the
Plan, and (iv) has not had Plan participation terminated by reason of Separation of Service
followed by complete distribution of the Participant’s Deferral Account.



1.20 “Participation Date” means the date the Participant commenced participation in the Plan
or under an individual deferred compensation agreement as set forth in the Participant’s
Participation Agreement.



1.21 “Participation Agreement” means a written agreement, as may be amended from time to time,
which is entered into by and between an Employer and a Participant. Each Participation Agreement
executed by a Participant and the Participant’s Employer shall set forth terms applicable to the
Participant.




1.22 “Plan Year” means the calendar year.



1.23 “Section 409A” means Code Section 409A and any U.S. Treasury regulations and guidance
promulgated thereunder, including such regulations and guidance promulgated after the Effective
Date of the Plan as deemed appropriate by the Administrator.



1.24 “Separation from Service” means a Participant’s “separation from service” as defined
under Section 409A.



1.25 “Specified Employee” means any Participant who is a “key employee” (as defined in Code
Section 416(i) without regard to paragraph (5) thereof), as determined by the Administrator based
upon the 12-month period ending on each December 31st (such 12-month period is referred to below as
the “identification period”). All Participants who are determined to be key employees under Code
Section 416(i) (without regard to paragraph (5) thereof) during the identification period shall be
treated as Specified Employees for purposes of the Plan during the 12-month period that begins on
April 1st following the close of such identification period. For purposes of determining whether
an individual is a key employee under Code Section 416(i), “Compensation” shall mean such
individual’s W-2 compensation as reported by the Employer for a particular calendar year.



1.26 “Unforeseeable Emergency” means an unanticipated emergency that is caused by an event
beyond the control of the Participant that would result in severe financial hardship to the
Participant resulting from (a) a sudden and unexpected illness or accident of the Participant or a
dependent of the Participant, (b) a loss of the Participant’s property due to casualty, or (c) such
other extraordinary and unforeseeable circumstances arising as a result of events beyond the
control of the Participant, all as determined in the sole discretion of the Administrator.



1.27 “Valuation Date” means the last day of each month or such other dates as may be
determined by the Administrator for valuing Participant’s Deferral Accounts.


 


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ARTICLE 2

Participation




2.1 Commencement of Participation. Each employee or director shall become a Participant of
the Plan on the date the Participant’s Election Form first becomes effective or became effective
with respect to previously existing individual deferred compensation agreements.



2.2 Deferral Continuance Requirement. A Participant’s Election Form shall continue in effect
until the Participant delivers to the Administrator a written revocation or modification of such
election (as may be permitted herein) with respect to Compensation that relates to services yet to
be performed in the following calendar year. Subject to Section 3.5 below, once an Election Form
is in place for a calendar year it shall remain in effect for the entire calendar year.



ARTICLE 3

Deferral Elections





3.1 Deferral Elections.




3.1.1 Election Form. Each Participant shall deliver an Election Form to the
Administrator before any Deferrals may become effective. The Election Form shall set forth
the amount of Compensation to be deferred and shall be effective to defer only Compensation
earned after the date the Election Form is received by the Administrator. Except as
provided in Section 3.2, such Election Form shall be void with respect to any Deferrals
unless submitted and accepted by the Administrator before the beginning of the calendar year
during which the amount to be deferred will be earned. Subject to the limitations set forth
in Sections 2.2 and 3.2, the Election Form shall remain effective until modified or revoked
and will contain the following:




	 	(a)	 	the Participant’s designation as to the amount of Compensation
to be deferred with respect to a given Plan Year;

	 
	 	(b)	 	the beneficiary or beneficiaries of the Participant;

	 
	 	(c)	 	the timing and manner of distributions with respect to
Deferrals from a given Plan Year as may be permitted hereunder; and

	 
	 	(d)	 	such other information as the Administrator may require.







3.1.2 Deferral Limitation. Each Participant may elect to defer a percentage of his or
her Compensation up to the maximum deferral percentage specified in the Participation
Agreement.



3.2 Initial Election. The Participant shall make an initial deferral election under the Plan
by filing with the Administrator a signed Election Form within thirty (30) days of the date on
which the Plan is adopted or the date on which the Participant is first eligible to participate in
the Plan, taking into consideration the Plan aggregation rules of Section 409A. The completed
Election Form shall only apply to Compensation earned after the Election Form is received by the
Administrator.



3.3 Performance-Based Compensation. Notwithstanding the foregoing, with respect to any bonus
eligible for deferral under the Plan that satisfies the requirements of “performance-based
compensation” within the meaning of Section 409A, any election to defer such bonus must
be made no later than six (6) months preceding the end of the performance period to which the
bonus relates, or by such other date as the Employer determines appropriate and consistent with the
intent and purpose of Section 409A.


 


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3.4 Election Changes. Upon the Employer’s approval, the Participant may modify the amount of
Compensation to be deferred annually by filing a new Election Form with the Administrator prior to
the beginning of the Plan Year in which the Compensation is to be deferred. A modified Election
Form shall not be effective until the Plan Year following the year in which the modified Election
Form is received and approved by the Administrator.



3.5 Unforeseeable Emergency. In the case of an Unforeseeable Emergency, a Participant’s
deferrals as set forth on the Participant’s Election Form shall be cancelled, as permitted by
Section 409A, and such additional Compensation shall be taken into account for determining the
amount of payment needed to satisfy the unforeseeable emergency.



ARTICLE 4

Deferral Accounts




4.1 Establishing and Crediting. The Employer shall establish a Deferral Account on its books
for each Participant and shall credit each Participant’s Deferral Account with the following
amounts:




4.1.1 Deferrals. The Compensation deferred by the Participant as of the time the
Compensation would have otherwise been paid to the Participant.




4.1.2 Matching Contribution. A matching contribution equal to the amount set forth in
the Participation Agreement, and credited to the Employee Participant’s Deferral Account at
the same time as the amounts credited to each Participant’s Deferral Account under Section
4.1.1.




4.1.3 Discretionary Contribution. For each Plan Year, the Employer, in its sole
discretion, may, but is not required to, credit any amount it determines to Participants’
Deferral Accounts under the Plan, which amount shall be the discretionary contribution for
that Plan Year. The discretionary contribution, if any, shall be credited as of the last
day of the Plan Year unless otherwise specified by the Employer, as the case may be. The
Employer may, in its sole discretion, provide terms and conditions on the discretionary
contributions regarding vesting and forfeiture.




4.1.4 Interest. On the last day of each Plan Year and continuing until all benefit
payments under the Plan have been made, interest is to be accrued on the account balances
and compounded at an annual rate equal to the Wall Street Journal Prime Rate as
established on the first business day of the Plan Year (the “Prime Rate”). Notwithstanding
the foregoing, the applicable interest rate may be modified under the terms of a
Participation Agreement.



4.2 Statement of Accounts. The Employer shall provide each Participant, within one hundred
twenty (120) days after the close of each Plan Year, a statement setting forth the Participant’s
Deferral Account balance.



4.3 Accounting Device Only. The Deferral Accounts are solely a device for measuring amounts
to be paid under the Plan. The Deferral Accounts are not a trust fund of any kind. The
Participants shall be general unsecured creditors of the Employer for the payment of
benefits. The benefits represent the Employer’s mere promise to pay such benefits. The
Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by any of the Participant’s creditors.


 


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ARTICLE 5

Plan Benefits




5.1 Plan Benefit. Upon the Participant’s Separation from Service prior to the Normal
Retirement Age for reasons other than death or Change in Control, the Employer shall pay to the
Participant the benefit described in this Section 5.1 in lieu of any other benefit under the Plan.




5.1.1 Amount of Benefit. The benefit under this Section 5.1 is a Participant’s vested
Deferral Account balance as of Separation from Service.




5.1.2 Payment of Benefit. The Employer shall pay a Participant’s benefit following
Separation from Service in one hundred-eighty (180) monthly installments commencing on the
first day of the month following such Participant’s Separation from Service, unless
Participant is a “specified employee” as provided in Section 12.1 in which case the
Participant’s payment commencement date may be delayed as set forth in Section 5.6. The
Employer shall credit interest pursuant to Section 4.1.4 on the remaining account balance
during any applicable installment period. Notwithstanding the foregoing, an alternate
payment commencement date may be designated under the terms of the Participation Agreement.



5.2 Normal Retirement Benefit. Upon a Participant’s Normal Retirement Date, the Employer
shall pay such Participant the benefit described in this Section 5.2 in lieu of any other benefit
under the Plan.




5.2.1 Amount of Benefit. A Participant’s benefit under this Section 5.2 is the
Participant’s Deferral Account balance as of the Participant’s Normal Retirement Date.




5.2.2 Payment of Benefit. The Employer shall pay each Participant’s benefit in 180
monthly installments commencing on the first day of the month following the Participant’s
Normal Retirement Date, unless Participant is a “specified employee” as provided in Section
12.1 in which case the Participant’s payment commencement date may be delayed as set forth
in Section 5.6. The Employer shall credit interest pursuant to Section 4.1.4 on the
remaining account balance during any applicable installment period. Notwithstanding the
foregoing, an alternate payment commencement date may be designated under the terms of the
Participation Agreement.



5.3 Change of Control Benefit. Upon a Participant’s Separation from Service during the
twenty-four (24) month period immediately following a Change of Control, the Employer shall pay
such Participant the benefit described in this Section 5.3 in lieu of any other benefit under the
Plan.




5.3.1 Amount of Benefit. A Participant’s benefit under this Section 5.3 is the
Participant’s Deferral Account balance as of the Participant’s Separation from Service
related to a Change of Control or such other benefit amount as may be provided under the
terms of the Participant’s Participation Agreement.


 


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5.3.2 Payment of Benefit. The Employer shall pay each Participant’s benefit in 180
monthly installments commencing on the first day of the month following the Participant’s
Separation from Service under this Section 5.3.2, unless Participant is a “specified
employee” as provided in Section 12.1 in which case the Participant’s payment commencement
date may be delayed as set forth in Section 5.6. The Employer shall credit interest
pursuant to Section 4.1.4 on the remaining account balance during any applicable installment
period. Notwithstanding the foregoing, an alternate payment commencement date may be
designated under the terms of the Participation Agreement.




5.3.3 Obligation to Fund. Notwithstanding any provision to the contrary contained
herein, no later than the date of a Change of Control of the Company, the Employer shall
fund a “Rabbi Trust” (as such term is described in Revenue Procedure 92-64) in the amount of
the payment required under Section 5.3.2, with the trustee of such trust being a third party
trustee designated by the Board in its sole and absolute discretion.



5.4 Unforeseeable Emergency. Upon the Board’s determination (following petition by a
Participant) that the Participant has suffered an Unforeseeable Emergency, the Employer shall
distribute to the Participant all or a portion of such Participant’s vested Deferral Account
balance, but in no event shall the distribution be greater than is necessary to relieve the
financial hardship after taking into account additional Compensation that will be available to the
Participant following the cancellation of the Participant’s deferral election.



5.5 De Minimus Payment. Notwithstanding any provision of the Plan or any Participation
Agreement to the contrary, if a Participant’s Deferral Account has a balance, along with any other
nonqualified deferred compensation that must be aggregated with this Plan pursuant to Section 409A,
at the time of the Participant’s Separation of Service, that is not greater than the applicable
dollar limit under Code Section 402(g)(1)(B) ($15,500 for plan year 2007), the Participant’s
balance in the Deferral Account, and all other plans aggregated pursuant to Section 409A, shall be
distributed in a single lump sum. This Section 5.5 shall be applied in accordance with the plan
aggregation rules of Section 409A and such Deferral Account balance shall be paid to the
Participant in a lump sum payment on or before the later of: (i) December 31st of the calendar
year in which the Participant’s Separation of Service occurs; or (ii) the 15th day of the third
month following the Participant’s Separation of Service. Upon the date of payment pursuant to this
Section 5.5, Participant shall have no further interest under the Plan or any similar deferred
compensation arrangements, as defined under Section 409A with the Employer.



5.6 Delay of Payment Commencement. If, as of the effective date of the Participant’s
Separation from Service, the Company is publicly traded and the Participant is a Specified
Employee, then, to the extent required pursuant to Section 409A, payment of any portion of Plan
benefits that would otherwise have been paid to the Participant during the six-month period
following the Participant’s Separation from Service and which would constitute deferred
compensation under Section 409A (the “Delayed Payments”) shall be delayed until the date that is
six (6) months and one day following Participant’s Separation from Service or, if earlier, the date
of the Participant’s death (the “Delayed Payment Date”). As of the Delayed Payment Date, the
Delayed Payments plus interest (as provided in Section 4.1.4), for the period of delay, shall be
paid to the Participant in a single lump sum. Any portion of the Plan benefit that was not
otherwise due to be paid during the six-month period following the Participant’s Separation
from Service shall be paid to the Participant in accordance with the payment schedule set
forth under the applicable distribution provision of the Plan.


 


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5.7 Participation Agreement Payment Provisions. To the extent a Participant’s Participation
Agreement provides for alternate payment dates or forms of payment, such Participation Agreement
must include such alternate elections at the time the Participant makes a deferral election or
subsequently for benefit payments to commence as of such alternate payment date or in such
alternate payment form. Subsequent to making a deferral election and entering into a Participation
Agreement, the Participant may elect an alternate payment date or alternate form of payment by
entering into a new Participation Agreement with the Employer, provided that such new Participation
Agreement: (1) shall be made at least twelve (12) months in advance of the originally-scheduled
distribution date and may not take effect for at least twelve (12) months after the date the new
election is made; (ii) shall not accelerate the time or schedule of any payment, except as
permitted under Treasury regulations; and (iii) shall provide for an additional deferral period
that is not less than five (5) years from the date benefit payments otherwise would have commenced,
each as may be required by Section 409A. Notwithstanding any provision in the Plan or a
Participation Agreement to the contrary, the provisions of Section 5.6 shall apply.



ARTICLE 6

Death Benefits




6.1 Death During Active Service. If a Participant dies while in the employment of the
Employer, the Employer shall pay to such Participant’s beneficiary the benefit described in this
Section 6.1 in lieu of any other benefit under the Plan.




6.1.1 Amount of Benefit. The benefit under Section 6.1 is the Deferral Account balance
as of the Participant’s death or such other benefit amount as may be provided under the
terms of the Participant’s Participation Agreement.




6.1.2 Payment of Benefit. The Employer shall pay the benefit to the beneficiary in the
manner elected by the Participant on the Beneficiary Designation Form, as in effect
immediately prior to the Participant’s death, provided, however, that an amended Beneficiary
Designation Form which changes the time or manner of payment shall not be effective except
as it applies to the designation of beneficiaries until twelve (12) months following the
date it is filed with the Employer. If the Participant does not have a valid Election Form
on file at the time of the Participant’s death, the Employer shall pay the benefit to the
Participant’s beneficiary in a lump-sum payment.



6.2 Death During Installment Payout. If a Participant dies following a Separation from
Service or after any installment payments have commenced under the Plan but before receiving all
such payments, the Employer shall continue to pay the remaining benefits to the Participant’s
beneficiary at the same time and in the same amounts they would have been paid to the Participant,
had the Participant survived.


 


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ARTICLE 7

Beneficiaries




7.1 Beneficiaries. Each Participant shall designate one or more persons (who may be any one
or more members of such person’s family or other persons, administrators, trusts, foundations or
other entities) as the Participant’s beneficiary under the Plan. Such designation
shall be made on a form prescribed by the Administrator. Each Participant may at any time and
from time to time, change any previous beneficiary designation, without notice to or consent of any
previously designated beneficiary, by amending the Participant’s previous designation on a form
prescribed by the Administrator. Designations will only be effective if signed by the Participant
and accepted by the Administrator during the Participant’s lifetime. If (i) the beneficiary does
not survive the Participant (or is otherwise unavailable to receive payment); (ii) the Participant
names a spouse as a beneficiary and the marriage is subsequently dissolved; or (iii) if no
beneficiary is validly designated, then the amounts payable under this Plan shall be paid to the
Participant’s estate. If more than one person is the beneficiary of a deceased Participant, each
such person shall receive a pro rata share of any death benefit payable unless otherwise designated
on the applicable form. If a beneficiary who is receiving benefits dies, all benefits that were
payable to such beneficiary shall then be payable to the estate of that beneficiary.




7.2 Lost Beneficiary.




7.2.1 All Participants and beneficiaries shall have the obligation to keep the
Administrator informed of their current address until such time as all benefits due have
been paid.




7.2.2 If a Participant or beneficiary cannot be located by the Administrator exercising
due diligence, then, in its sole discretion, the Administrator may presume that the
Participant or beneficiary is deceased for purposes of the Plan and all unpaid amounts (net
of due diligence expenses) owed to the Participant or beneficiary shall be paid accordingly
or, if a beneficiary cannot be so located, then such amounts shall be paid to the
Participants’ or the beneficiary’s estate, as applicable. Any such presumption of death
shall be final, conclusive and binding on all parties. Notwithstanding the foregoing, if
any such beneficiary is located within five (5) years from the date of any such forfeiture,
such beneficiaries shall be entitled to receive the amount previously forfeited to the
extent recoverable, but in no event shall the Employer be obligated to pay a benefit more
than once.



7.3 Facility of Payment. If a benefit is payable to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of the Participant’s property,
the Employer may pay such benefit to the guardian, legal representative or person having the care
or custody of such minor, incompetent person or incapable person. The Employer may require proof
of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Employer from all liability with respect
to such benefit.



ARTICLE 8

General Limitations




8.1 Termination for Cause. Notwithstanding any provision of the Plan to the contrary, the
Employer shall not pay any benefit under the Plan that is attributable to the matching contribution
credited under Section 4.1.2 of the Plan or to the discretionary contribution, if any, credited
under Section 4.1.3 of the Plan and any and all interest earned on the Deferral Account (on all
account balances) if the Employer terminates the Participant’s employment for Cause.


 


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8.2 Suicide or Misstatement. The Employer shall not pay any death benefit under the Plan
exceeding the Participant’s deferrals into Participant’s Deferral Account if the Participant
commits suicide within two (2) years after the Participant’s Participation Date, or if the
Participant has made any material misstatement of fact on any application for life insurance
purchased by the Employer which invalidates such insurance.



ARTICLE 9

Claims and Review Procedures




9.1 Presentation of Claim. Any Participant or beneficiary of a deceased Participant (such
Participant or beneficiary being referred to below as a “Claimant”) may deliver to the Employer a
written claim for a determination with respect to the amounts distributable to such Claimant from
the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim
must be made within sixty (60) days after such notice was received by the Claimant. All other
claims must be made within one hundred-eighty (180) days of the date on which the event that caused
the claim to arise occurred. The claim must state with particularity the determination desired by
the Claimant.



9.2 Notification of Decision. The Employer shall consider a Claimant’s claim within a
reasonable time, but no later than ninety (90) days; provided, that claims based on Disability
shall be considered within forty-five (45) days, unless, within such time, the Employer notifies
the Claimant in writing that an extension is required pursuant to Labor Regulation 2560.503-1 (up
to ninety (90) days for non-disability claims and thirty (30) days for disability claims). Once a
decision is made, the Employer shall notify the Claimant in writing:




9.2.1 That the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or




9.2.2 That the Employer has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, and such notice must set forth in a manner calculated to
the understood by the Claimant:




(a) the specific reason(s) for the denial of the claim, or any part of it;




(b) the specific reference(s) to pertinent provisions of the Plan upon which such
denial was based;




(c) a description of any additional material or information necessary for the Claimant
to perfect the claim, and an explanation of why such material or information is necessary;
and




(d) an explanation of the claim review procedure set forth in Section 9.3 below,
including Claimants right to bring a civil action under Section 502(a) of ERISA as described
in Section 9.5.



 


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9.3 Review of a Denied Claim. Within sixty (60) days (one hundred-eighty (180) days for a
claim based on Disability) after receiving a notice from the Employer that a claim has been denied,
in whole or in part, a Claimant (or the Claimant’s’ duly authorized representative) may file with
the Employer a written request for a review of the denial of the claim. Therefore, but not later
than thirty (30) days after the review procedure began, the Claimant (or the Claimant’s duly
authorized representative):




9.3.1 may review pertinent documents;




9.3.2 may submit written comments or other documents; and/or




9.3.3 may request a hearing, which the Employer, in its sole discretion, may grant.



9.4 Decision on Review. The Employer shall render its decision on review promptly, and not
later than sixty (60) days (forty-five (45) days for a claim based on Disability) after the filing
of a written request for review of the denial, unless a hearing is held or other special
circumstances require additional time, in which case the Employer’s decision must be rendered
within one hundred-twenty (120) days after such date; provided, that this period shall be up to one
(1) forty-five (45)-day extension for claims based on Disability. Such decision must be written in
a manner calculated to be understood by the Claimant, and it must contain:




9.4.1 specific reasons for the decision;




9.4.2 specific reference(s) to the pertinent Plan provisions upon which the decision
was based; and




9.4.3 such other matters as the Employer deems relevant.



9.5 Legal Action. A Claimant’s compliance with the foregoing provisions of this ARTICLE 9 is
a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any
claim for benefits under this Plan.



9.6 Arbitration. If Claimant continues to dispute the benefit denial based upon completed
performance of this Plan 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.



ARTICLE 10

Funding




10.1 Prohibition Against Funding. Should any investment be acquired in connection with the
liabilities assumed under this Plan, it is expressly understood and agreed that the Participants
and beneficiaries shall not have any rights with respect to, or claim against, such assets nor
shall any such purchase be construed to create a trust of any kind or a fiduciary relationship
between the Employer and the Participants, their beneficiaries or any other person. Any such
assets shall be and remain a part of the general, unpledged, unrestricted assets of the Employer,
subject to the claims of its general creditors. It is the express intention of the parties hereto
that this arrangement shall be unfunded for tax purposes. Each Participant and beneficiary shall
be required to look to the provisions of this Plan and to the Employer itself for enforcement of
any and all benefits due under this Plan, and to the extent any such person acquires a right to
receive payment under this Plan, such right shall be no greater than the right of any unsecured
general creditor of the Employer. The Employer shall be designated the owner and beneficiary of
any investment acquired in connection with its obligation under this Plan.



10.2 Deposits. Notwithstanding Section 10.1, or any other provision of this Plan to the
contrary, the Employer may deposit any amounts it deems appropriate to pay any or all of the
benefits under this Plan to a ‘Rabbi Trust’ as established pursuant to Treasury Department Revenue
Procedures 92-64 and 92-65.


 


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ARTICLE 11

Amendment and Termination




11.1 Authority to Amend or Terminate. Except as otherwise provided in this ARTICLE 11, the
Board shall have the sole authority to modify, amend or terminate this Plan, including a
termination of this Plan in its entirety following a Change in Control; provided, however, that any
modification or termination of this Plan shall not reduce, without the consent of a Participant, a
Participant’s right to any amounts already credited to the Participant’s Deferral Account, or
lengthen the time period for a distribution from an established Deferral Account, on the day before
the effective date of such modification or termination. Following such termination, payment of
such credited amounts may be made in a single sum payment if the Company or Employer so designates,
only to the extent permitted under Section 409A, or as may be required under Section 409A. Any
such decision to pay in a single sum shall apply to all Participants.



11.2 Required Action. Notwithstanding the preceding paragraph, to the extent permitted by
Section 409A, the Company or Employer may amend or terminate this Plan at any time if, pursuant to
legislative, judicial or regulatory action, continuation of the Plan would (i) cause benefits to be
taxable to the Participant prior to actual receipt, or (ii) result in significant financial
penalties or other significantly detrimental ramifications to the Company or the Bank (other than
the financial impact of paying the benefits).



11.3 Residual Assets. Any funds remaining after the termination of the Plan, and satisfaction
of all liabilities to Participants and others, shall be returned to the Employer.



ARTICLE 12

Section 409A




12.1 Section 409A. The Participant’s Deferral Account balances constitute “deferred
compensation” under Section 409A and are subject to the following:




12.1.1 All documents and agreements, or rules and regulations created by the Company or
Employer pertaining to the Participant’s Deferral Accounts, shall provide for the required
procedures under Section 409A, including the timing of deferral elections and the timing and
method of payment distributions.




12.1.2 With respect to the Participant’s Deferral Account balances, it is the intention
of the Company and Employer to operate the Plan at all times in conformity with the known
rules, regulations and guidance promulgated under Section 409A, and the Company and Employer
shall reserve the right (including the right to delegate such right) to unilaterally amend
the Plan with respect to the Deferral Account balances, without the consent of the
Participant, to maintain compliance with Section 409A. A Participant’s acceptance of any
benefits under the Plan constitutes acknowledgement and consent to such rights of the
Company and Employer.



12.2 Transition Rule for Distribution Elections. In a manner that is consistent with Section
409A, the Employer may solicit new Election Forms from Participants in order for the Participants
to change the method or timing of distributions of all amounts subject to Section 409A under the
Plan, provided such elections are solicited and properly made prior to December 31, 2008. In the
event the Employer elects to solicit new Election Forms under this Section, the
failure by a Participant to submit a complete and timely Election Form will result in the
continued application of the most recently submitted Election Form.


 


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12.3 Distribution in the Event of Income Inclusion under Section 409A. If any portion of a
Participant’s Deferral Account under this Plan is required to be included in income by the
Participant prior to receipt due to a failure of this Plan to meet the requirements of Section
409A, the Participant may petition the Employer for a distribution of that portion of the
Participant’s Deferral Account balance that is required to be included in the Participant’s income.
Upon the grant of such a petition, which grant shall not be unreasonably withheld, the Employer
shall distribute to the Participant immediately available funds in an amount equal to the portion
of the Participant’s Deferral Account balance required to be included in income as a result of the
failure of the Plan to meet the requirements of Section 409A, which amount shall not exceed the
Participant’s unpaid vested Deferral Account balance under the Plan. If the petition is granted,
such distribution shall be made within ninety (90) days of the date when the Participant’s petition
is granted. Such a distribution shall affect and reduce the Participant’s benefits to be paid
under this Plan.



ARTICLE 13

Miscellaneous




13.1 Administration. The Administrator shall have powers which are necessary to administer
the Plan, including but not limited to:




13.1.1 interpreting the provisions of the Plan;




13.1.2 establishing and revising the method of accounting for the Plan;




13.1.3 maintaining a record of benefit payments; and




13.1.4 establishing rules and prescribing any forms necessary or desirable to
administer the Plan.



The Administrator may delegate to others certain ministerial aspects of the management and
operation of the Plan, including the employment of advisors and the delegation of ministerial
duties to qualified individuals and may, from time to time, consult with legal counsel who may be
counsel to the Company or Employer.



The decision or action of the Administrator with respect to any question arising out of or in
connection with the administration, interpretation, and application of the Plan and the rules and
regulations promulgated hereunder shall be final and conclusive and binding upon all persons having
any interest in this Plan.



13.2 Status of Plan. The Plan is intended to be a plan that is: (a) not qualified within the
meaning of Code Section 401(a); (b) “unfunded and is maintained by the Company or Employer
primarily for the purpose of providing deferred compensation for a select group of management and
highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(l);
and (c) compliant in all respects with Section 409A. The Plan shall be administered and
interpreted to the extent possible in a manner consistent with that intent.


 


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13.3 No Assignment. Benefits or payments under this Plan shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of the Participant or the Participant’s beneficiary, whether voluntary
or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge,
encumber, attach or garnish the same shall not be valid, nor shall any such benefit or payment be
in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any
Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the
terms of this Plan, except to such extent as may be required by law. If any Participant or
beneficiary or any other person entitled to a benefit or payment pursuant to the terms of this Plan
becomes bankrupt or attempts to alienate, sell, transfer, assign, pledge, encumber, attach or
garnish any benefit or payment under this Plan, in whole or in part, or if any attempt is made to
subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities,
engagements or torts of the Participant or beneficiary or any other person entitled to any such
benefit or payment pursuant to the terms of this Plan, then such benefit or payment, in the
discretion of the Administrator, shall cease and terminate with respect to such Participant or
beneficiary, or any other such person.



13.4 No Rights to Remain a Participant. Participation in this Plan shall not be construed to
confer upon any Participant the legal right to be retained as a Participant, or give a Participant
or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of
the benefits provided for hereunder. Each Participant shall remain subject to removal as a
Participant to the same extent as if this Plan had never been adopted or the Participant was not
selected to participate.



13.5 No Effect on Employment Rights. Participation in this Plan is not a contract for
employment. It does not give the Participant the right to remain an employee of the Employer, nor
does it interfere with the shareholders’ rights to replace the Participant. It also does not
require the Participant to remain an employee nor interfere with the Participant’s right to
terminate employment at any time.



13.6 Inurement. The Plan shall be binding upon and shall inure to the benefit of the
Employer, its successors and assigns, and the Participant, the Participant’s successors, heirs,
executors, administrators, and beneficiaries, and the Company shall require any acquirer in a
Change in Control to expressly assume this Plan.



13.7 Tax Withholding. When payments are made under the Plan, the Employer shall have the
right to deduct from each payment made under the Plan, or any other compensation payable to a
Participant or beneficiary, any required withholding taxes respecting such payments. Prior to the
date a Participant’s Deferral Account becomes payable, the Employer may deduct from the
Participant’s Deferral Account, or from other compensation payable to the Participant, any required
federal employment taxes imposes under Code Sections 3101, 3121(a) and 3121(v)(2) and any taxes
required under any state, local and foreign laws, in each case only to the extent such taxes are
attributable to the Participant’s participation in the Plan.



13.8 Entire Agreement. This Plan, along with the Participant’s Participation Agreement and
Election Form, constitute the entire agreement between the Employer and the Participant as to the
subject matter hereof. No rights are granted to the employee by virtue of this Plan other than
those specifically set forth herein or in the Participant’s Participation Agreement or Election
Form.



13.9 No Liability. No liability shall attach to or be incurred by any officer or director of
the Company or Employer, or any Administrator under or by reason of the terms, conditions and
provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in
connection therewith; and as a condition precedent to the establishment of this Plan or the receipt
of benefits thereunder, or both, such liability, if any, is expressly waived and released by
each Participant and by any and all persons claiming under or through any Participant or any other
person. Such waiver and release shall be conclusively evidenced by any act or participation in or
the acceptance of benefits or the making of any election under this Plan.


 


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13.10 Reorganization. The Employer shall not merge or consolidate into or with another
company, or reorganize, or sell substantially all of its assets to another company, firm, or person
unless such succeeding or continuing company, firm, or person agrees to assume and discharge the
obligations of the Employer under the Plan.



13.11 Named Fiduciary. For purposes of ERISA, if applicable, the Employer shall be the named
fiduciary and plan administrator under the Plan. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan including the
employment of advisors and the delegation of ministerial duties to qualified individuals.



13.12 Expenses. All expenses incurred in the administration of the Plan, whether incurred by
the Employer or the Plan, shall be paid by the Employer or the Company.



13.13 Insolvency. Should the Employer be considered insolvent, the Company, through its Board
and chief executive officer, shall give immediate written notice of such to the Administrator of
the Plan, if the Company is not the Administrator. Upon receipt of such notice, the Administrator
shall cease to make any payments to Participants who were Participants or their beneficiaries and
shall hold any and all assets attributable to the Employer for the benefit of the general creditors
of the Employer.



13.14 Company Determinations. Any determinations, actions or decisions of the Company
(including but not limited to, Plan amendments and Plan termination) shall be made by the Board or
a properly delegated committee thereof in accordance with its established procedures.



13.15 Interpretation. The provisions of this Plan shall be interpreted consistently with
Section 409A, and to the extent inconsistent with such authority, shall be deemed to be modified to
the extent necessary to make such provisions consistent with such authority. In addition, all
questions of interpretation, construction or application arising under or concerning the terms of
this Plan shall be decided by the Administrator, in its sole and final discretion, whose decision
shall be final, binding and conclusive upon all persons.



13.16 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 Employer 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.


 


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13.17 Payment of Legal Fees. The Employer is aware that after a Change in Control, management
of the Employer or its successor could cause or attempt to cause the Employer to
refuse to comply with its obligations under this Plan, including the possible pursuit of
litigation to avoid its obligations under this Plan. In these circumstances, the purpose of this
Plan would be frustrated. It is the Employer’s intention that the Participant not be required to
incur the expenses associated with the enforcement of the Participant’s rights under this Plan,
whether by litigation or other legal action, because the cost and expense thereof would
substantially detract from the benefits intended to be granted to the Participant hereunder. It is
the Employer’s intention that the Participant not be forced to negotiate settlement of the
Participant’s rights under this Plan under threat of incurring expenses. Accordingly, if after a
Change in Control occurs it appears to the Participant that (a) the Employer has failed to comply
with any of its obligations under this Plan, or (b) the Employer or any other person has taken any
action to avoid its obligations under this Plan, the Employer irrevocably authorizes the
Participant from time to time to retain counsel of Participant’s choice, at the expense of the
Employer as provided in this Section 13.17, to represent the Participant in connection with the
initiation or defense of any litigation or other legal action, whether by or against the Employer
or any director, officer, stockholder, or other person affiliated with the Employer, in any
jurisdiction. Notwithstanding any existing or previous attorney-client relationship between the
Employer and any counsel chosen by the Participant under this Section 13.17, the Employer
irrevocably consents to the Participant entering into an attorney-client relationship with that
counsel, and the Employer and the Participant agree that a confidential relationship shall exist
between the Participant and that counsel. The fees and expenses of counsel selected from time to
time by the Employee as provided in this Section 13.17 shall be paid or reimbursed to the
Participant by the Employer on a regular, periodic basis upon presentation by the Participant of a
statement or statements prepared by such counsel in accordance with such counsel’s customary
practices. The Employer’s obligation to reimburse Participant for legal fees as provided under
this Section 13.17 and any separate employment, severance or other agreement between the
Participant and the Employer shall not exceed $200,000 in the aggregate. Accordingly, the
Employer’s obligation to pay the Participant’s legal fees provided by this Section 13.17 shall be
offset by any legal fee reimbursement obligation the Employer may have with the Participant under
any separate employment, severance or other agreement between the Participant and the Employer.
All payments made hereunder shall be paid or reimbursed by the Employer not later than December 31
of the year incurred.



13.18 Governing Law. This Plan shall be governed by, construed and administered in accordance
with the laws of the State of Iowa without regard to the conflict of laws provisions of any
jurisdiction, except to the extent preempted by the laws of the United States of America.



13.19 Headings. The Article headings contained herein are inserted only as a matter of
convenience and for reference and in no way define, limit, enlarge or describe the scope or intent
of this Plan, nor in any way shall they affect this Plan or the construction of any provision
thereof.



13.20 Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be
read as plural, masculine pronouns shall be read as feminine, and vice versa, as
appropriate.




 


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