**Exhibit 10.22**

 

**COMMUNITY FIRST BANKSHARESEXECUTIVE SEVERANCE PLAN**

 

**Effective August 5, 2003**

**As Amended December 12, 2003**

 

## **Introduction**

 

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

 

This document (“Summary”) is intended to give participants an easilyunderstood explanation of the Plan. This Summary, in conjunction with any future amendments, constitutes theofficial plan document for the Plan. You may request an additional copy of this Summary by sending a writtenrequest 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 forparticipation and satisfy the requirements for a severance payment contained inthe Plan are eligible for a benefit.

 

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

 

If you have questions regarding the Plan, you may contact the ExecutiveVice-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:

 

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

 

•                                          providereasonable severance benefits for eligible executives in the event oftermination of employment; and

 

•                                          enhanceexecutive morale.

 

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## **Eligibilityto Participate**

 

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

 

## **WhenParticipation Ends**

 

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

 

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

 

•                                          thedate of your death;

 

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

 

•                                          thedate the Plan is amended to exclude as participants the category of executiveemployees that includes or the Plan is terminated; or

 

•                                          thedate your employment ends for any reason, which does not result in youreligibility for severance.

 

## **Eligibilityfor Severance**

 

You are eligible to receive severance only if:

 

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

 

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

 

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

 

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## **Noticeof Termination**

 

Any termination of employment by either CFB or you must be communicatedby a notice of termination to the other party. The notice must specify the basis for the termination (including anybasis 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:

 

•                                          youfail to report to work or resign from employment prior to the effective date ofyour termination of employment set forth in the notice of termination;

 

•                                          youannounced in writing your intention to terminate employment or retire prior tothe date CFB announces that your employment will terminate;

 

•                                          yourtermination of employment is due to Cause;

 

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

 

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

 

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

 

## **Amountof Severance Payment**

 

The amount of severance for which you are eligible is based on yourposition at the time of your termination of employment and your Base Payaccording 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 |

 

## **Timeand Form of Severance Payment**

 

Severance payments will be paid on a salary continuation basis atregular payroll intervals.  Payment willbegin as soon as administratively feasible after the expiration of anyrevocation or rescission period specified in the release of claims.  An individual receiving a severance paymentis ineligible to make contributions to, or earn credit under, any CFBretirement plan.  In the event of yourdeath, 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 yourestate.  All severance payments aresubject to required withholding.

 

## **OtherPay/Benefits**

 

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

 

•                                          TheCompany will pay you for any unused accrued PTO at your last day of employmentin accordance with Company Policy.

 

•                                          TheCompany will pay you any bonus/incentive amount according to the terms of theCorporate Annual Incentive Plan (AIP) pro-rated for your actual employmentdates.

 

•                                          TheCompany 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.

 

•                                          TheCompany will continue your participation in Company Health/Dental/Vision(H/D/V) plans according to your elections and the terms/conditions of thoseplans for the period during which you are receiving monthly severance payments,or until such coverage would otherwise terminate under the same principles asapplied to federal continuation coverage (COBRA).  Alternatively, Company may select at its sole discretion toprovide alternative coverage of comparable H/D/V benefits or reimburse you forthe 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 entireseverance period, your rights under federal continuation coverage (COBRA) willbegin immediately thereafter.

 

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

 

•                                          Youwill be eligible for payment of fees for outplacement services according to CFBarrangements for your position.

 

•                                          Youwill be allowed to exercise any vested, unexercised stock options under the CFBIncentive Stock Option plan within 30 days of the day of your positionresignation.  No further vesting of anyunexercised stock options will occur after the date of your positionresignation.

 

## **ForfeitureEvents**

 

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

 

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•                                          youengaged in conduct prior to your termination of employment that constitutesCause; or

 

•                                          youattempted to rescind or revoke the release of claims, or violated the terms ofthe release of claims.

 

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

 

If, after a severance payment is made, CFB determines that any of theforegoing forfeiture provisions apply, CFB shall have the right, using anymethod 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 youenter into regular full-time employment following your separation from CFB andduring a period equal to the number of months of Base Pay that you are eligibleto receive under the Plan.

 

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

 

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

 

**Exclusive Severance**

 

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

 

## **280GLimit**

 

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

 

For purposes of this limitation:

 

•                                          noportion of the Total Payments shall be taken into account which in the opinionof tax counsel selected by CFB does not constitute a “parachute payment” withinthe meaning of Section 280G(b)(2) of the Code;

 

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•                                          thepayment pursuant to the Plan shall be reduced only to the extent necessary sothat the Total Payments in their entirety constitute reasonable compensationwithin the meaning of Section 280G(b)(4)(B) of the Code, in the opinion ofthe tax counsel; and

 

•                                          thevalue of any other non-cash benefit or any deferred cash payment included inthe Total Payments shall be determined by CFB’s independent auditors inaccordance 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 paymentis or is not payable to participant under this Plan, CFB shall initially makethe payment to the participant, and the participant agrees to refund to CFB anyamounts ultimately determined not to have been payable based upon the termsabove.

 

## **Administrationof Plan**

 

CFB is the plan administrator and sponsor of the Plan and isresponsible for the general operation and administration of the Plan and forthe expenses related to such operation and administration.  CFB shall have the duty and responsibilityof maintaining records, making determinations that it believes are necessary oradvisable for the operation and administration of the Plan, making therequisite calculations and disbursing payments under the Plan.  CFB may delegate authority with respect tothe administration of the Plan to such other committee, person or persons as itdeems necessary or appropriate for the administration and operation of thePlan.

 

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

 

•                                          interpretingand construing the provisions of the Plan and any ambiguous or unclear termswithin the Plan document;

 

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

 

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

 

•                                          makingany other determinations, which it believes necessary or advisable for the administrationand operation of the Plan.

 

In making any benefits determinations under the Plan, CFB may relyconclusively upon all tables, valuations, certificates, opinions and reportsfurnished by any actuary, accountant, controller, counsel or other personemployed or engaged by CFB with respect to the Plan.  The decisions, interpretations and calculations of CFB areconclusive and binding on all parties. CFB reserves the right to correct any errors that may occur in theadministration of the Plan, including reducing or eliminating benefits to youunder the Plan.

 

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## **ClaimsProcedure**

 

If you believe you may be entitled to severance benefits that you havenot received or you disagree with any determination made by CFB with respect tothe Plan, you should file a written claim for benefits with CFB at thefollowing address:  Community FirstBankshares, 520 Main Avenue, Fargo, North Dakota 58124.  All claims for benefits under this Plan mustbe received by CFB within one year of your termination of employment.  Claims that are received more than one yearfrom 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 thedecision or request additional time (up to another 90 days) to reach a decisionbased upon the existence of special circumstances. If CFB notifies you that itneeds additional time, the notice will describe the special circumstancesrequiring the extension and the date by which it expects to reach adecision.  If CFB denies your claim, inwhole or in part, you will receive a notice specifying the reasons, the Planprovisions on which it is based, a description of additional material (if any)needed to perfect the claim, your right to file a civil action undersection 502(a) of ERISA if your claim is denied upon review and anexplanation of your right to request a review.

 

If your claim is denied, in whole or in part, and you disagree with thedecision, 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 listedabove.  Your request for review mustinclude issues and comments you want considered in the review.  At any time during the claim and reviewprocedure, you may examine relevant Plan documents.

 

Within 60 days after you deliver your request for review, CFB willnotify 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 additionaltime, the notice will describe the special circumstances requiring theextension and the date by which it expects to reach a decision.  If CFB affirms the denial of your claim, inwhole or in part, you will receive a notice specifying the reasons, the Planprovisions on which it is based, notice that upon request you are entitled toreceive free of charge reasonable access to and copies of the relevantdocuments, records and information used in the claims process and your right tofile a civil action under section 502(a) of ERISA.

 

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

 

## **Amendmentand 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 inany respect at its sole discretion.  However,in the event of a change in control of CFB this Plan cannot be amended orterminated for a 12-month period following the change in control.  CFB’s right to amend the Plan includes, butis not limited to, changes in the eligibility requirements and benefit amountsprovided under the Plan.  If the Plan isamended or terminated, you will be subject to all the changes effective as aresult 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 ortermination.  You do not have ongoingrights to any benefits, other than payment of benefits to which you becameentitled prior to the Plan amendment or termination.  CFB may delegate authority to amend or terminate the Plan to oneor more individuals it deems advisable.

 

## **PlanFunding**

 

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 anunsecured general creditor of CFB.

 

## **GoverningLaw**

 

To the extent not preempted by the laws of the United States, the lawsof 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 orunenforceable, the illegal, invalid or unenforceable provision shall not affectthe remaining parts of the Plan, and the Plan shall be construed and enforcedas if the illegal or invalid provision had not been included.

 

## **AssignmentProhibited**

 

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

 

## **NoEmployment Rights**

 

Becoming a participant in this Plan does not assure your continuedemployment or right to benefits except as outlined by the Plan, nor does itinterfere with the rights of CFB to discharge you at any time as an at-willemployee.  This Plan shall not be deemedan employment contract.

 

## **ERISAStatus**

 

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

 

## **Definitions**

 

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

 

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

 

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excluding all types of incentive pay, all forms of stock or equitybased compensation, fringe benefits, special pay or awards, commissions,bonuses and overtime.  Base Pay shallinclude regular basic cash remuneration that is contributed by an employee to aqualified retirement plan, nonqualified deferred compensation plan or similarplan 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 participantto substantially perform the participant’s duties (unless such failure is dueto participant’s Disability) after a written demand specifying theparticipant’s performance failures is delivered to the participant and a periodof at least 14 business days is given to such participant to cure suchfailures; (ii) any act of fraud by the participant; (iii) any conviction for afelony or commission of a criminal or other act that will probably causesubstantial economic damage to CFB or substantial injury to its businessreputation; or (iv) the order of a regulatory agency.

 

**Good Reason**— the occurrence of any of the following events, without the participant’sexpress written consent:  (i) theassignment to the participant of duties that are inconsistent with theParticipant’s position and salary; and (ii) a reduction of 10% or more in theparticipant’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 bothattained age 55 and completed at least 10 years of service, and the Participantindicates he/she is “retiring”.

 

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