Exhibit 99
QUAD CITY HOLDINGS, INC.
DEFERRED INCOME PLAN
QUAD CITY HOLDINGS, INC.
DEFERRED INCOME PLAN
1. PURPOSE
The purpose of the Quad City Holdings, Inc. Deferred Income Plan (the "Plan") is
to enable directors and key officers of Quad City Holdings, Inc., and any
affiliates (the "Company"), to elect to defer a portion of the fees and cash
compensation payable by the Company on account of service as a director or
employee. The Plan is intended as a means of maximizing the effectiveness and
flexibility of the compensation arrangements to directors and a select group of
management or highly compensated employees of the Company and affiliates, and as
an aid in attracting and retaining individuals of outstanding abilities and
specialized skills for service.
2. EFFECTIVE DATE
The Plan is effective as of January 1, 1997.
3. PLAN ADMINISTRATION
The Plan shall be administered by the Compensation Committee (hereinafter
referred to as the "Committee") of the Board of Directors of the Company
(hereinafter referred to as the "Board") which shall be comprised of at least
two (2) non-employee directors. A non-employee director is any member of the
Board who: (i) is not currently an officer of the Company or a related
corporation; (ii) does not receive compensation for services rendered to the
Company or a related corporation in any capacity other than as a director; (iii)
does not possess an interest in any transaction with the Company for which
disclosure would be required under the securities laws; or (iv) is not engaged
in a business relationship with the Company for which disclosure would be
required under the securities laws. The Committee shall have sole authority to
select the individuals, from among those eligible, who may participate under the
Plan and to establish all other participation requirements. The Committee is
authorized, subject to Board approval, to interpret the Plan and may from time
to time adopt such rules, regulations, forms and agreements, not inconsistent
with the provisions of the Plan, as it may deem advisable to carry out the Plan.
All decisions made by the Committee in administering the Plan shall be subject
to Board review.
4. ELIGIBILITY
Any director or key officer of the Company or any affiliate designated by the
Board is eligible to participate in the Plan; provided, however, that officers
or employees so designated shall be limited to a select group of management or
highly compensated employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Any such
director or key officer shall be a "Participant" as of the date designated by
the Board, and his or her status as a Participant shall continue until the date
of the first payment pursuant to Section 8 hereof.
5. SHARES SUBJECT TO THE PLAN
The aggregate number of shares of common stock of the Company (hereafter
referred to as "Shares") which may be distributed to directors and employees
under the Plan shall be 50,000 Shares. Any Shares that remain unissued at the
termination of the Plan shall cease to be subject to the Plan, but until
termination of the Plan, the Company shall at all times make available
sufficient Shares to meet the requirements of the Plan. The aggregate number of
Shares which may be sold under the Plan shall be adjusted to reflect a change in
capitalization of the Company, such as a stock dividend or stock split.
6. ELECTION TO DEFER INCOME
(a) In General. Each Participant shall be entitled to make an irrevocable
election to defer receipt of all or a part of the fees or compensation
payable to him or her in cash ("Income") during the calendar year following
the date of such election; provided, however, that within thirty (30) days
of first becoming a Participant, a Participant may make an election which
relates to Income otherwise payable to him or her during the calendar year
in which the election is made, provided such Income relates to services
performed after the date of the election. Such election shall continue in
effect until the Participant delivers to the Board a written revocation or
modification of such election with respect to Income related to services to
be performed for a subsequent calendar year. Income with respect to which a
deferral election has been made (and shall not have been revoked) shall be
referred to hereinafter as "Deferred Income."
(b) Manner of Election. Elections to defer receipt of Income shall be made in
writing in accordance with such rules and procedures as the Committee may
prescribe, provided however that each such election to defer shall include:
(i) the amount to be deferred, expressed either as a fixed dollar amount
or a percentage of Income;
(ii) the date on which the Deferred Income shall be paid; and
(iii) the number of annual installments for the payment of Deferred Income
(maximum ten (10)).
Elections to defer receipt of base salary or fees must be made at least two (2)
months before the beginning of the calendar year for which such amounts would
otherwise be paid, elections to defer receipt of incentive compensation must be
made at least two (2) months before the incentive compensation is determined. An
election to change the date or manner of payment may not be made any later than
twelve (12) months before the "payment event" date of a Participant's most
recent election.
7. RECORD AND CREDITING OF DEFERRED AMOUNTS
(a) Deferred Income. The Company shall credit the amount of any Deferred Income
to a memorandum account for the benefit of the Participant (the "Deferred
Income Account") no later than the last day of the calendar quarter in
which such Income would otherwise have been paid to the Participant.
(b) Investment Direction. The Committee will allow a Participant to direct the
investment of his or her Deferred Income Account in accordance with such
rules and procedures as the Board may prescribe. The Company will be
relieved of all investment responsibility and liability for such investment
direction. A direction to purchase Shares may not be made within six (6)
months of a direction to sell Shares, and a direction to sell Shares may
not be made within six (6) months of a direction to purchase Shares, under
the Plan or any other plan or program maintained by the Company.
(c) Value and Statement of Account. The Committee shall provide each
Participant with a statement of the value of his or her Deferred Income
Account, including the amount of Deferred Income and income thereon,
determined as of each December 31 (the "Valuation Date").
8. PAYMENT OF DEFERRED ACCOUNT
(a) In General. No withdrawals or payment shall be made from the Participant's
Deferred Income Account except as provided in this Section 8.
(b) Payment Event. The value of a Participant's Deferred Income Account shall
be payable in either a single payment or up to ten (10) annual installments
commencing on the March 15 following the occurrence of a "payment event". A
"payment event" shall be the date specified in the Participant's deferral
election, which may be: (i) the date he or she terminates service with the
Company; (ii) the date he or she attains the age specified in the deferral
election; or (iii) the first or later to occur of either of such dates.
(c) Manner of Payment.
(i) If a Participant elects a single installment, the value of
Participant's entire Deferred Income Account as of the Valuation Date
preceding payment shall be paid to him or her in one lump sum.
(ii) If a Participant elects two or more installment payments, the amount
of an installment payment shall be a fraction of the value of the
Participant's Deferred Income Account on the Valuation Date preceding
such installment payment date, the numerator of which is one (1) and
the denominator which is the total number of installments elected
minus the number of installments previously paid.
(d) Acceleration for Hardship. The Committee, in its sole discretion, and
whether or not a "payment event" shall have occurred, may accelerate
payment of amounts credited to a Participant's Deferred Income Account if
requested to do so and if the requirements of this paragraph (d) are met.
Such acceleration may occur only in the event of an unforeseeable financial
emergency or severe hardship from one or more recent events beyond the
control of the Participant, and is limited to the amount deemed reasonably
necessary to satisfy the emergency or hardship.
(e) Death of Participant. In the event that a Participant shall die at any time
prior to complete distribution of all amounts payable to him or her under
the provisions of the Plan, the unpaid balance of the Participant's
Deferred Income Account shall be determined as of the Valuation Date
immediately following such death, and such amount shall be payable in ten
(10) annual installments commencing on the March 15 following such
Valuation Date, or as soon as reasonably possible thereafter, to the
Participant's beneficiary or beneficiaries. The Committee in its sole
discretion may elect to pay the value of a Participant's Deferred Income
Account in a single payment following such death.
9. DESIGNATION OF BENEFICIARY
Participants shall designate in writing, in accordance with such rules and
procedures as the Committee may prescribe, the beneficiary or beneficiaries who
are to receive the Participant's Deferred Income Account in the event of the
Participant's death.
10. UNSECURED OBLIGATIONS
The obligation of the Company to make payments under the Plan shall be a general
obligation of the Company, and such payments shall be made from general assets
and property of the Company. The Participant's relationship to the Company under
the Plan shall be only that of a general unsecured creditor and neither this
Plan nor any agreement entered into hereunder or action taken pursuant hereto
shall create or be construed to create a trust or fiduciary relationship of any
kind. The Company may establish an irrevocable grantor trust for purposes of
holding and investing the Deferred Income Account balances but such
establishment shall not create any rights in or against any amount so held,
except that the trustee of such trust may vote any Shares thereunder in
accordance with the direction of the Participants.
11. AMENDMENT AND TERMINATION
The Board may amend, suspend or terminate the Plan or any portion thereof at any
time; provided, however, that no such amendment, suspension or termination shall
impair the rights of any Participant, without his consent, in such Participant's
Deferred Income Account under the Plan.
12. EFFECT OF TRANSFER
In the event that all or substantially all of the assets of the Company shall be
transferred by way of a sale, merger, consolidation or other means, the entire
unpaid balance of each Deferred Income Account shall be paid in a single lump
sum to the Participant as of the effective date thereof.
13. NON-ASSIGNABILITY
No right to receive payments under the provisions of this Plan shall be
transferable or assignable by a Participant, except by will or the laws of
descent and distribution or by gifting for the benefit of descendants in estate
planning situations, and during his or her lifetime payment may only be received
by the Participant or his or her legal representative or guardian.
14. DELIVERY AND REGISTRATION OF STOCK
The Company's obligation to deliver Shares shall, if the Committee so requests,
be conditioned upon the receipt of a representation as to the investment
intention of the individual to whom such Shares are to be delivered, in such
form as the Committee shall determine to be necessary or advisable to comply
with the provisions of the Securities Act of 1933 (the "Act") or any other
federal, state or local securities legislation or regulation. It may be provided
that any representation requirement shall become inoperative upon a registration
of the Shares or other action eliminating the necessity of such representation
under securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange on which Shares may then be listed, and (ii) the completion
of such registration or other qualification of such Shares under any state or
federal law, rule or regulation, as the Committee shall determine to be
necessary or advisable.
This Plan is intended to comply with Rule 16b-3 under the Act. Any provision of
the Plan which is inconsistent with said rule shall, to the extent of such
inconsistency, be inoperative and shall not affect the validity of the remaining
provisions of the Plan.
15. BINDING PROVISIONS
All of the provisions of this Plan shall be binding upon all persons who shall
be entitled to any benefits hereunder and their heirs and personal
representatives.
16. CLAIMS PROCEDURE
If any benefits become payable under this Plan, the Participant (or designated
beneficiary in the case of the Participant's death) shall file a claim for
benefits by notifying the Committee in writing. If the claim is wholly or
partially denied, the Committee shall provide a written notice within ninety
(90) days specifying the reason for the denial, the Plan provisions on which the
denial is based, and additional material or information necessary to receive
benefits, if any. Also, such written notice shall indicate the steps to be taken
if a review of the denial is desired.
If a claim is denied and a review is desired, the Participant (or designated
beneficiary in the case of the Participant's death) shall notify the Committee
in writing within sixty (60) days after receipt of a written notice of a denial
of a claim. In requesting a review, the Participant or beneficiary may review
Plan documents and submit any written issues and comments he or she feels are
appropriate. The Committee shall then review the claim and provide a written
decision within sixty (60) days of receipt of a request for review. This
decision shall state the specific reasons for the decision and shall include
references to specific Plan provisions on which the decision is based.
17. NAMED FIDUCIARY
The Company shall be the named fiduciary, as defined under Section 402 of ERISA,
under the Plan.