Exhibit 10.6
EMPLOYMENT AGREEMENT BETWEEN
QUAD CITY BANK AND TRUST COMPANY AND LARRY HELLING
THIS EMPLOYMENT AGREEMENT (this "Agreement") dated as of the 11th day
of April, 2001, is between QUAD CITY BANK AND TRUST COMPANY (the "Employer") and
LARRY HELLING (the "Employee").
W I T N E S S E T H:
Section 1. Employment. The Employer hereby employs the Employee, and the
Employee hereby accepts employment, upon the terms and conditions hereinafter
set forth. Employee agrees that if and when the necessary approvals and charters
are obtained, the Employer shall become Cedar Rapids Bank and Trust Company and
all references to Employer herein shall mean Cedar Rapids Bank and Trust Company
and not Quad City Bank and Trust Company.
Section 2. Duties. The Employee agrees to provide all services necessary,
incidental or convenient as an Executive Vice President - Cedar Rapids Branch of
the Employer; provided that if and when the necessary approvals and charters are
obtained and the Employer becomes Cedar Rapids Bank and Trust Company, Employee
agrees to provide all services necessary, incidental or convenient as President
of Cedar Rapids Bank and Trust Company. The Employer shall designate the
location or locations for the performance of the Employee's services. The
Employer shall furnish or make available to the Employee such equipment, office
space and other facilities and services as shall be adequate and necessary for
the performance of his duties.
Section 3. Term. The term of this Agreement shall commence on April 11, 2001
(the "Effective Date"), and shall continue for a period of two (2) years. This
Agreement shall automatically extend for one (1) year on each anniversary of the
Effective Date, unless terminated by either party effective as of the last day
of the then current two (2) year term by written notice to that effect delivered
to the other not less than ninety (90) days prior to the anniversary of such
Effective Date.
Section 4. Compensation.
(a) The annual base compensation ("Base Compensation") of the Employee shall
be One Hundred and Sixty Thousand Dollars ($160,000). Said Base
Compensation shall be payable bi-weekly, in equal installments.
(b) The Employee's Base Compensation shall be subject to review annually,
with the first such review period to commence on June 30, 2002, and shall
be maintained or increased during the term hereof in accordance with the
Employer's established management compensation policies and plan. The
Employee shall also be entitled to receive annual cash bonuses based upon
performance which may be granted in the future in the discretion of the
Employer, such cash bonuses not to exceed thirty percent (30%) of
Employee's Base Compensation.
(c) The Employee shall be eligible to participate in the following: "Cedar
Rapids Short-term Cash Incentive Compensation Program" and "Cedar Rapids
Long-term Deferred Incentive Compensation Program" (collectively referred
to as the "Incentive Programs"). All references to goals, thresholds,
assets, losses, earnings and similar terms under the Incentive Programs
shall be based solely upon application of such terms to the Cedar Rapids
branch of the Employer. The Incentive Programs shall be administered by
the Compensation Committee of the Board of Directors of Quad City
Holdings, Inc. (the "Compensation Committee") and the Compensation
Committee shall have the authority to make all determinations in the
interpretation and administration of the Incentive Programs and all
decisions of the Compensation Committee shall be binding on the Employee;
provided however, that the amounts paid pursuant to the Incentive
Programs shall be allocated among the following eligible employees in the
percentages set forth: Larry Helling forty percent (40%), Mitch McElree
twenty percent (20%), Dana Nichols twenty percent (20%) and John
Rodriguez twenty percent (20%) (the "Eligible Employees"). If an Eligible
Employee is no longer employed by the Employer at the time any amount
would otherwise be allocated and paid to such employee, then the amount
allocable to such employee shall be forfeited and will not be paid to any
other Eligible Employee.
(i) Under the Short-Term Cash Incentive Compensation Program, with
respect to the years ending June 30, 2002 through June 30, 2005, the
Employer shall pay the Eligible Employees, as allocated as provided
above, the aggregate amount set forth below with respect to each
year if the following goals and thresholds for such year are met;
provided however, that fifty percent (50%) of the aggregate amount
shall be allocated to the Asset goal and fifty percent (50%) shall
be allocated to the Losses/Earnings goal such that if one goal is
met and the other goal is not met, fifty percent (50%) of the
aggregate incentive amount shall be paid. The incentive amount
payable hereunder shall be paid within ninety (90) days after the
end of such year. The following schedule is for illustrative
purposes and shall be modified within one hundred and twenty (120)
calendar days of the Effective Date to reflect revised business
plans and projections mutually agreed upon by the Employer and the
Employee.
Incentive
Year Ending Amount Assets Losses/Earnings
--------------------------------------------------------------------
June 30, 2002 $40,000 $ 96 million losses no more than
$900,000
June 30, 2003 $50,000 $155 million earnings at least
$555,000
June 30, 2004 $60,000 $215 million earnings at least
$1,140,000
June 30, 2005 $70,000 $275 million earnings at least
$2,200,000
(ii) Under the Long-term Deferred Incentive Compensation Program, with
respect to years ending June 30, 2006 through June 30, 2011, the
Employer shall contribute to a deferred compensation plan for the
benefit of the Eligible Employees, as allocated as provided above,
the aggregate amount of the "Long Term Incentive Award" for the
attained level of Return on Equity Result and Ending Total Assets
set forth in Exhibit A hereto. In the event of a Change of Control
(as defined below), the Employer agrees to contribute the amount set
forth below with respect to the year in which the Change of Control
occurs and each and all subsequent years remaining, such amounts to
be discounted to their present values using the prime rate of
interest as of the date five (5) business days prior to the date of
the Change of Control:
Year Ending Amount
------------- --------
June 30, 2006 $ 60,000
June 30, 2007 $ 80,000
June 30, 2008 $100,000
June 30, 2009 $155,000
June 30, 2010 $185,000
June 30, 2011 $215,000
Section 5. Benefits. The Employer shall provide the following additional
benefits to the Employee:
(a) Family medical insurance with the Employee paying his cost of same
consistent with the cost sharing for all other employees;
(b) Reimbursement of reasonable expenses advanced by the Employee in
connection with the performance of his duties hereunder, including, but
not limited to, two (2) paid weeks of continuing education;
(c) Payment of up to five hundred dollars ($500) per month of membership dues
at each of Elmcrest County Club and Cedar Rapids Country Club (for a
total maximum payment of one thousand dollars ($1,000) per month);
(d) Payment of the Employee's initiation fee at Cedar Rapids Country Club,
such amount to be increased ("grossed-up") for any taxes the Employee
shall have as a result of such payment;
(e) Payment of car allowance of $500 per month;
(f) The Employee will initially be entitled to twenty-five (25) personal days
which may be increased in accordance with the Employer's established
policies and practices;
(g) Long-term and short-term disability coverage equal to approximately
66-2/3% of compensation, subject to the terms of the Employer's insurance
or other policies covering the same;
(h) Participation in the Employer's 401(k)/profit sharing plan;
(i) Non-qualified stock options in accordance with Quad City Holdings, Inc.'s
current stock incentive plan, including without limitation such vesting
requirements as are typically imposed on executives of Quad City
Holdings, Inc., enabling the Employee to acquire twelve thousand (12,000)
shares of Quad City Holdings, Inc. stock as of the Effective Date, with
an exercise price for such options equal to the market price of such
stock as of the close of business on the last business day prior to the
Effective Date and, concurrently with the grant and vesting of such
options, twelve thousand (12,000) tax benefit rights;
(j) Stock appreciation rights in accordance with Quad City Holdings, Inc.'s
current stock incentive plan, including without limitation such vesting
requirements as are typically imposed on executives of Quad City
Holdings, Inc., with respect to six thousand (6,000) shares of Quad City
Holdings, Inc. stock, with an effective date fair market value of such
stock as of the close of business on the last business day prior to the
Effective Date;
(k) Term life insurance of two (2) times annual compensation, and the
Employee will be allowed to purchase additional life insurance of at
least two (2) times annual compensation through such plan; and
(l) Participation under a deferred compensation agreement under which the
Employee will be permitted to annually contribute and defer up to twelve
thousand dollars ($12,000) and the Employer shall make a matching
contribution equal to the contribution made by the Employee up to a
maximum contribution of twelve thousand dollars ($12,000).
Section 6. Time Requirement. The Employee shall devote full time to his duties
under this Agreement. The Employee shall be allowed to serve on outside boards
of directors subject to the consent of the Employer.
Section 7. Termination upon Disability or Death. In the event that illness,
incapacity, injury or death of the Employee occurs during the employment term,
payments based upon the Employee's then current annual Base Compensation shall
continue thereafter through the last day of the one (1) year period beginning on
the date of such illness, incapacity, injury or death. Payments made in the
event of the Employee's illness, incapacity or injury will be reduced by any
amounts received under the Employer's long-term disability program. In the event
of the Employee's death during the term of this Agreement, such amounts shall be
payable to the persons designated in writing by the Employee, or if none, to his
estate.
Section 8. Confidentiality and Loyalty. The Employee acknowledges that during
the course of his employment he will produce and have access to material,
records, data, trade secrets and information not generally available to the
public regarding the Employer and its subsidiaries and affiliates (collectively,
"Confidential Information"). Accordingly, during and subsequent to termination
of this Agreement, the Employee shall hold in confidence and not directly or
indirectly disclose, use, copy or make lists of any such Confidential
Information, except to the extent that such information is or thereafter becomes
lawfully available from public sources, or such disclosure is authorized in
writing by the Employer, required by a law or any competent administrative
agency or judicial authority, or otherwise as reasonably necessary or
appropriate in connection with performance by the Employee of his duties
hereunder. All records, files, documents and other materials or copies thereof
relating to the business of Employer and its subsidiaries and affiliates which
the Employee shall prepare or use, shall be and remain the sole property of the
Employer, shall not be removed from the Employer's premises without its written
consent, and shall be promptly returned to the Employer upon termination of the
Employee's employment hereunder. The Employee agrees to abide by the Employer's
reasonable policies, as in effect from time to time, respecting avoidance of
interests conflicting with those of the Employer and its subsidiaries and
affiliates.
Section 9. Non-Competition.
(a) Restrictive Covenant. The Employer and the Employee have jointly reviewed
the operations of the Employer and have agreed that the primary service
area of the Employer's lending and deposit-taking functions extends to an
area encompassing a sixty (60) mile radius from the center of Cedar
Rapids, Iowa. Therefore, as an essential ingredient of and in
consideration of this Agreement and the payment of the amounts described
in Sections 4 and 5, the Employee hereby agrees that, except with the
express prior written consent of the Employer, for a period of two (2)
years after the termination of the Employee's employment with the
Employer (the "Restrictive Period"), he will not directly or indirectly
compete with the business of the Employer, including, but not by way of
limitation, by directly or indirectly owning, managing, operating,
controlling, financing, or by directly or indirectly serving as an
employee, officer or director of, or consultant to, or by soliciting or
inducing, or attempting to solicit or induce, any employee or agent of
the Employer to terminate employment with the Employer and become
employed by any person, firm, partnership, corporation, trust or other
entity which owns or operates an office or other business location of:
(i) a bank, savings and loan association, credit union or similar
financial institution, or (ii) an insurance company or agency, investment
brokerage firm or other entity or organization involved in the retail
sale of investment products or the making of retail or commercial loans
(any of the foregoing referred to in clauses (i) or (ii) collectively
referred to as a "Financial Institution") within a sixty (60) mile radius
from the center of Cedar Rapids, Iowa (the "Restrictive Covenant"). If
the Employee violates the Restrictive Covenant and the Employer brings
legal action for injunctive or other relief, the Employer shall not, as a
result of the time involved in obtaining such relief, be deprived of the
benefit of the full period of the Restrictive Covenant. Accordingly, the
Restrictive Covenant shall be deemed to have the duration specified in
this Section computed from the date the relief is granted, but reduced by
the time between the period when the Restrictive Period began to run and
the date of the first violation of the Restrictive Covenant by the
Employee. The foregoing Restrictive Covenant shall not prohibit the
Employee from owning directly or indirectly capital stock or similar
securities which are listed on a securities exchange or quoted on the
Nasdaq which do not represent more than one percent (1%) of the
outstanding capital stock of any Financial Institution. The Employer
agrees that if this Agreement is terminated as a result of (i) the
Employee or the Employer being enjoined, by a court of competent
jurisdiction, from performance hereunder, or (ii) the Employer fails to
obtain the necessary approvals to operate a branch in Cedar Rapids, Iowa,
then the Employee shall not be subject to the restrictions contained in
this Section 9.
(b) Remedies for Breach of Restrictive Covenant. The Employee acknowledges
that the restrictions contained in this Section and Section 8 are
reasonable and necessary for the protection of the legitimate business
interests of the Employer, that any violation of these restrictions would
cause substantial injury to the Employer and such interests, that the
Employer would not have entered into this Agreement with the Employee
without receiving the additional consideration offered by the Employee in
binding himself to these restrictions and that such restrictions were a
material inducement to the Employer to enter into this Agreement. In the
event of any violation or threatened violation of these restrictions, the
Employer, in addition to and not in limitation of, any other rights,
remedies or damages available to the Employer under this Agreement or
otherwise at law or in equity, shall be entitled to preliminary and
permanent injunctive relief to prevent or restrain any such violation by
the Employee and any and all persons directly or indirectly acting for or
with him, as the case may be.
Section 10. Severance.
(a) If the Employee is involuntarily terminated without Cause (as defined
below), a severance payment will be made equal to six (6) months of Base
Compensation. Such payment shall be made in a lump sum within fifteen
(15) days of termination or in equal installments over the six (6) month
period, at the Employer's option. If a Change of Control (as defined
below) occurs and the Employee elects within six (6) months thereafter to
terminate his employment, a severance payment will be made within fifteen
(15) days of termination equal to two (2) years of Base Compensation plus
the amount set forth in Section 4(c)(ii) related to a Change of Control.
(b) For purposes of this Section, the term "Change of Control" shall mean the
following:
(1) The consummation of the acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act")) of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the 1934 Act) of
thirty-three percent (33%) or more of the combined voting power of
the then outstanding voting securities of Quad City Holdings, Inc.;
or
(2) The individuals who, as of the date hereof, are members of the board
of directors of Quad City Holdings, Inc. (the "Board") cease for any
reason to constitute a majority of the Board, unless the election,
or nomination for election by the stockholders, of any new director
was approved by a vote of a majority of the Board, and such new
director shall, for purposes of this Agreement, be considered as a
member of the Board; or
(3) consummation of: (A) a merger or consolidation of Quad City
Holdings, Inc. if the stockholders, immediately before such merger
or consolidation, do not, as a result of such merger or
consolidation, own, directly or indirectly, more than sixty-seven
percent (67%) of the combined voting power of the then outstanding
voting securities of the entity resulting from such merger or
consolidation, in substantially the same proportion as their
ownership of the combined voting power of the voting securities
outstanding immediately before such merger or consolidation; or (B)
a complete liquidation or dissolution or the sale or other
disposition of all or substantially all of the assets of the
Employer or Quad City Holdings, Inc.
(c) 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 either the Employer or
Quad City Holdings, Inc. is acquired by: (1) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained
for employees of the entity; or (2) any corporation which, immediately
prior to such acquisition, is owned directly or indirectly by the
stockholders in the same proportion as their ownership of stock
immediately prior to such acquisition.
(d) It is the intention of the Employer and the Employee that no portion of
any payment under this Agreement, or payments to or for the benefit of
the Employee under any other agreement or plan, be deemed to be an
"Excess Parachute Payment" as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), or its successors. It is
agreed that the present value of and payments to or for the benefit of
the Employee in the nature of compensation, receipt of which is
contingent on the Change of Control of the Employer, and to which Section
280G of the Code applies (in the aggregate "Total Payments") shall not
exceed an amount equal to one dollar less than the maximum amount which
the Employer may pay without loss of deduction under Section 280G(a) of
the Code. Present value for purposes of this Agreement shall be
calculated in accordance with Section 280G(d)(4) of the Code. Within
sixty (60) days following the earlier of: (1) the giving of the notice of
termination; or (2) the giving of notice by the Employer to the Employee
of its belief that there is a payment or benefit due the Employee which
will result in an Excess Parachute Payment as defined in Section 280G of
the Code, the Employee and the Employer, at the Employer's expense, shall
obtain the opinion of such legal counsel and certified public accountants
as the Employee may choose (notwithstanding the fact that such persons
have acted or may also be acting as the legal counsel or certified public
accountants for the Employer), which opinions need not be unqualified,
which sets forth: (1) the amount of the annual base compensation of the
Employee; (2) the present value of Total Payments; and (3) the amount and
present value of any Excess Parachute Payments. In the event that such
opinions determine that there would be an Excess Parachute Payment, the
payment hereunder or any other payment determined by such counsel to be
includable in Total Payments shall be modified, reduced or eliminated as
specified by the Employee in writing delivered to the Employer within
thirty (30) days of his receipt of such opinions or, if the Employee
fails to so notify the Employer, then as the Employer shall reasonably
determine, so that under the bases of calculation set forth in such
opinions there will be no Excess Parachute Payment. The provisions of
this subparagraph, including the calculations, notices and opinions
provided for herein shall be based upon the conclusive presumption that:
(1) the compensation and benefits provided for in Sections 4 and 5
hereof; and (2) any other compensation earned by the Employee pursuant to
the Employer's compensation programs which would have been paid in any
event, are reasonable compensation for services rendered, even though the
timing of such payment is triggered by the Change of Control; provided,
however, that in the event such legal counsel so requests in connection
with the opinion required by this subparagraph, the Employee and the
Employer shall obtain, at the Employer's expense, and the legal counsel
may rely on in providing the opinion, the advice of a firm of recognized
executive compensation consultants as to the reasonableness of any item
of compensation to be received by the Employee. In the event that the
provisions of Sections 280G and 4999 of the Code are repealed without
succession, this subparagraph shall be of no further force or effect.
(e) If the Employer is not in compliance with any minimum capital
requirements applicable to it or if the payments required under this
Section would cause the Employer's capital to be reduced below any such
minimum capital requirements, such payments shall be deferred until such
time as the Employer is in capital compliance. At the election of the
Employee, which election is to made within thirty (30) days of the
Employee's termination, such payments shall be made in a lump sum or paid
monthly during the remaining term of this Agreement following the
Employee's termination. In the event that no election is made, payment to
the Employee will be made on a monthly basis during the remaining term of
this Agreement. Such payments shall not be reduced in the event the
Employee obtains other employment following the termination of employment
by the Employer.
Section 11. Termination for Cause. This Agreement may be terminated for cause as
hereinafter defined. "Cause" for termination will exist if (a) the Employee
commits a material breach of a material representation or warranty set forth in
this Agreement; (b) the Employee dies or suffers a disability which leaves him
unable as a result of physical or mental incapacity, substantially to perform
his duties hereunder for a period of six (6) consecutive months; (c) Employee
engages in one or more unsafe and unsound business practices or material
violations of a law or regulation applicable to the Employer, any repeated
violations of a policy of the Employer after being warned in writing by the
Employer's Board of Directors (the "Employer Board") not to violate such policy
or any single violation of a policy of the Employer if such violation materially
and adversely affects the business or affairs of the Employer or a direction or
order of the Employer Board; (d) the Employee engages in a breach of fiduciary
duty or act of dishonesty involving the affairs of the Employer; (e) the
Employee commits a material breach of his obligations under this Agreement; or
(f) the willful or negligent failure of the Employee to perform his duties
hereunder in any material respect, or with the degree of skill, care or
competence which the Employer Board should reasonably expect given the
Employee's age, experience and compensation level. The Employee shall be
entitled to at least 30 days' prior written notice of the Employer's intention
to terminate his employment for any cause (except termination pursuant to
subsection (a) above or the Employee's death) specifying the grounds for such
termination, a reasonable opportunity to cure any conduct or act, if curable,
alleged as grounds for such termination, and a reasonable opportunity to present
to the Employer Board his position regarding any dispute relating to the
existence of such cause.
Section 12. Indemnification.
(a) The Employer, at its expense, shall provide the Employee (including his
heirs, personal representatives, executors and administrators) for the
term of this Agreement with coverage under a standard directors' and
officers' liability insurance policy.
(b) In addition to the insurance coverage provided for in this Section, the
Employer shall hold harmless and indemnify the Employee (and his heirs,
executors and administrators) to the fullest extent permitted under
applicable law against all expenses and liabilities reasonably incurred
by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his having been an
officer of the Employer (whether or not he continues to be an officer at
the time of incurring such expenses or liabilities), such expenses and
liabilities to include, but not be limited to, judgments, court costs and
attorneys' fees and the cost of reasonable settlements, such
indemnification to include any action, suit or proceeding related to the
Employee leaving a prior employer and becoming employed by the Employer
unless, and in which case the Employer does not agree to hold harmless
and indemnify the Employee, liability, either equitable or legal, is
imposed on the Employer or the Employee and such liability is imposed in
material part as a result of the Employee's failure to disclose, as of
the Effective Date, any fact or action related thereto or the Employee's
material malfeasance or misfeasance in connection with or related to his
leaving his prior employer.
(c) In the event the Employee becomes a party, or is threatened to be made a
party, to any action, suit or proceeding for which the Employer has
agreed to provide insurance coverage or indemnification under this
Section, the Employer shall, to the full extent permitted under
applicable law, advance all expenses (including reasonable attorneys'
fees, judgments, fines and amounts paid in settlement (collectively
"Expenses")) incurred by the Employee in connection with the
investigation, defense, settlement or appeal of any threatened, pending
or completed action, suit or proceeding, subject to receipt by the
Employer of a written undertaking from the Employee: (1) to reimburse the
Employer for all Expenses actually paid by the Employer to or on behalf
of the Employee in the event it shall be ultimately determined that the
Employee is not entitled to indemnification by the Employer for such
Expenses; and (2) to assign to the Employer all rights of the Employee to
indemnification, under any policy of directors' and officers' liability
insurance or otherwise, to the extent of the amount of Expenses actually
paid by the Employer to or on behalf of the Employee.
Section 13. Regulatory Suspension and Termination.
(a) If the Employee is suspended from office and/or temporarily prohibited
from participating in the conduct of the Employer's affairs by a notice
served under Section 8(e)(3) (12 U.S.C. ss. 1818(e)(3)) or 8(g) (12
U.S.C. ss. 1818(g)) of the Federal Deposit Insurance Act, as amended, the
Employer's obligations under this contract shall be suspended as of the
date of service, unless stayed by appropriate proceedings. If the charges
in the notice are dismissed, the Employer shall (A) pay the Employee all
of the compensation withheld while their contract obligations were
suspended and (B) reinstate any of the obligations, which were suspended.
(b) If the Employee is removed and/or permanently prohibited from
participating in the conduct of the Employer's affairs by an order issued
under Section 8(e) (12 U.S.C. ss. 1818(e)) or 8(g) (12 U.S.C. ss.
1818(g)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Employer under this contract shall terminate as of the
effective date of the order, but vested rights of the contracting parties
shall not be affected.
(c) If the Employer is in default as defined in Section 3(x) (12 U.S.C. ss.
1813(x)(1)) of the Federal Deposit Insurance Act, as amended, all
obligations of the Employer under this contract shall terminate as of the
date of default, but this paragraph shall not affect any vested rights of
the contracting parties.
(d) All obligations of the Employer under this contract shall be terminated,
except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution by the Federal
Deposit Insurance Corporation (the "FDIC"), at the time the FDIC enters
into an agreement to provide assistance to or on behalf of the Employer
under the authority contained in Section 13(c) (12 U.S.C. ss. 1823(c)) of
the Federal Deposit Insurance Act, as amended, or when the Employer is
determined by the FDIC to be in an unsafe or unsound condition. Any
rights of the parties that have already vested, however, shall not be
affected by such action.
(e) Any payments made to the Employee pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with
Section 18(k) (12 U.S.C. ss. 1828(k)) of the Federal Deposit Insurance
Act as amended, and any regulations promulgated thereunder.
Section 14. General Provisions and Representations.
(a) The Employee represents and warrants that he is not subject to a binding
non-competition agreement that would prevent him, for any period of time,
from providing the services contemplated by this Agreement.
(b) This Agreement supersedes all prior agreements and understandings between
the parties relating to the subject matter of this Agreement. It binds
and benefits the parties and their successors in interest, heirs,
beneficiaries, legal representatives and assigns.
(c) This Agreement is governed by and construed in accordance with the laws
of the State of Iowa.
(d) No amendment or modification of this Agreement is effective unless made
in writing and signed by each party.
(e) This Agreement may be signed in several counterparts, each of which will
be an original and all of which will constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date and year first above set forth.
QUAD CITY BANK AND TRUST COMPANY
By: /s/ Michael A. Bauer /s/ Larry J. Helling
----------------------------------------- --------------------
MICHAEL A. BAUER LARRY J. HELLING
Title: President