-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VEKqu9L6y0LnmoiKoa9x7H4KBpNZkfpdNs0ypHpxY+MThpn0P55hvyuTh1RLpwt/ /OV/0+rG0fTK4KSe8EAI9w== 0000743530-97-000085.txt : 19971022 0000743530-97-000085.hdr.sgml : 19971022 ACCESSION NUMBER: 0000743530-97-000085 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971021 EFFECTIVENESS DATE: 19971021 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUAD CITY HOLDINGS INC CENTRAL INDEX KEY: 0000906465 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 421397595 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-38341 FILM NUMBER: 97698669 BUSINESS ADDRESS: STREET 1: 2118 MIDDLE RD STREET 2: PO BOX 395 CITY: BETTENDORF STATE: IA ZIP: 52722 BUSINESS PHONE: 3193440600 S-8 1 As filed with the Securities and Exchange Commission on October 21, 1997 Registration No. 33-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 ------------------ QUAD CITY HOLDINGS, INC. (Exact name of Registrant as specified in its charter) Delaware 42-1397595 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2118 Middle Road P.O. Box 395 Bettendorf, Iowa 52772 (Address of principal executive offices) ------------------ QUAD CITY HOLDINGS, INC.DEFERRED INCOME PLAN (Full title of the plan) ------------------ Douglas M. Hultquist Quad City Holdings, Inc. 2118 Middle Road P.O. Box 395 Bettendorf, Iowa 52772 (Name and address of agent for service) (319) 344-0600 (Telephone number, including area code, of agent for service) With copies to: Douglas J. Tucker Barack Ferrazzano Kirschbaum Perlman & Nagelberg 333 West Wacker Drive, Suite 2700 Chicago, Illinois 60606 (312) 984-3100 CALCULATION OF REGISTRATION FEE ==================================== ================= =================== ===================== =================== Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Amount of to be Registered Registered(1)(2) per Share(3) Offering Price(2)(3) Registration Fee(3) ==================================== ================= =================== ===================== =================== Common Stock, $1.00 Par Value 50,000 21 3/4 1,087,500 329.55 ==================================== ================= =================== ===================== =================== (1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Quad City Holdings, Inc. Deferred Income Plan (the "Plan"). (2) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement also registers such indeterminate number of additional shares as may be issuable under the Plan in connection with share splits, share dividends or similar transactions. (3) Estimated pursuant to Rule 457 under the Securities Act solely for the purpose of calculating the registration fee.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Quad City Holdings, Inc. Deferred Income Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents previously or concurrently filed by Quad City Holdings, Inc. (the "Company") with the Commission are hereby incorporated by reference into this Registration Statement: (a) The Company's Annual Report on Form 10-KSB for the year ended June 30, 1997 (the "Annual Report") filed by the Company (SEC File No. 0-22208) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the Commission on September 29, 1997. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in (a) above. (c) The description of the Company's common stock, par value $1.00 per share, contained in the Company's Registration Statement on Form 8-A (File No. 0-22208), filed with the Commission, and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company or the Plan with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus which is a part hereof (the "Prospectus") to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus. Item 4. Description of Securities. Not Applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. In accordance with the Delaware General Corporation Law (being Chapter 1 of Title 8 of the Delaware Code), Articles IX and X of the Registrant's certificate of incorporation provide as follows: NINTH: Each person who is or was a director or officer of the corporation and each person who serves or served at the request of the corporation as a director, officer or partner of another enterprise, shall be indemnified by the corporation in accordance with, and to the fullest extent authorized by, the General Corporation Law of the State of Delaware, as the same now exists or may be hereafter amended. No amendment to or repeal of this Article IX shall apply to or have any effect on the rights of any individual referred to in this Article IX for or with respect to acts or omissions of such individual occurring prior to such amendment or repeal. TENTH: To the fullest extent permitted by the General Corporation Law of Delaware, as the same now exists or may be hereafter amended, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to or repeal of this Article X shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to the effective date of such amendment or repeal. Article VII of the Registrant's bylaws further provides as follows: Section 7.1 DIRECTORS AND OFFICERS. (a) The corporation shall indemnify any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (c) To the extent that any person referred to in paragraphs (a) and (b) of this Section 7.1 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. (d) Any indemnification under paragraphs (a) and (b) of this Section 7.1 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in paragraphs (a) and (b) of this Section 7.1. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders. (e) Expenses (including attorneys' fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as provided in this Section 7.1. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by or granted pursuant to this Section 7.1 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Section 7.1. (h) For purposes of this Section 7.1, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section 7.1. (i) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 7.1 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person. (j) Unless otherwise determined by the board of directors, references in this section to "the corporation" shall not include in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued. Section 7.2 EMPLOYEES AND AGENTS. The board of directors may, by resolution, extend the indemnification provisions of the foregoing Section 7.1 to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. Exhibit No. Description 3.1 Certificate of Incorporation, as amended, of Quad City Holdings, Inc. 3.2 Bylaws of Quad City Holdings, Inc. 4.1 Specimen Stock Certificate of Quad City Holdings, Inc. (See also Articles VIII, XII and XIII of Exhibit 3.1 and Articles II, VI, IX and XII of Exhibit 3.2) 5.1 Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg regarding legality of securities being registered 24.1 Consent of Barack Ferrazzano Kirschbaum Perlman & Nagelberg (included in opinion filed as Exhibit 5.1) 24.2 Consent of McGladrey & Pullen LLP 25.1 Power of Attorney (included on the signature page of this Registration Statement) 99.1 Quad City Holdings, Inc. Deferred Income Plan The Plan is not generally subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and is not qualified under Section 401(a) of the Internal Revenue Code of 1986, and therefore no letter of determination regarding qualification under ERISA will be requested from the Internal Revenue Service. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include: (i) any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (iii) any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement, provided however, that provisions (i) and (ii) of this undertaking are inapplicable if the information to be filed thereunder is contained in periodic reports filed by the Company pursuant to Sections 13 or 15(d) of the Exchange Act and incorporated by reference into the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and authorizes this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Bettendorf, State of Iowa, on October 1, 1997. QUAD CITY HOLDINGS, INC. By: /s/ Douglas M. Hultquist Douglas M. Hultquist President and Chief Executive Officer POWER OF ATTORNEY Know all men by these presents, that each person whose signature appears below constitutes and appoints Michael C. Bauer and Douglas M. Hultquist, and each of them, his true and lawful attorney-in-fact and agent, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities (including in his capacity as a director or officer of Quad City Holdings, Inc.) to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by each of the following persons in the capacities indicated on the dates indicated below on October 1, 1997. Signature Title /s/ Michael A. Bauer Chairman of the Board of Michael A. Bauer Directors /s/ Douglas M. Hultquist President, Principal Executive, Douglas M. Hultquist Financial and Accounting Officer and Director /s/ James J. Brownson Director James J. Brownson /s/ Richard R. Horst Director and Secretary Richard R. Horst /s/ Ronald G. Peterson Director Ronald G. Peterson /s/ John W.Schricker Director John W. Schricker /s/ Robert Van Vooren Director Robert Van Vooren SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administrator the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bettendorf, State of Iowa, on October 1, 1997. QUAD CITY HOLDINGS, INC. DEFERRED INCOME PLAN By: Quad City Holdings, Inc. Board Affairs Committee Its: Administrator By: /s/ James J. Brownson Its: Chairman QUAD CITY HOLDINGS, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Incorporated Exhibit No. Description Herein by Filed Sequential Reference To Herewith Page No. - -------------- ---------------------------- ------------------------------------- ----------------- ---------------- 3.1 Certificate of Exhibit 3.1 to the Registration Incorporation, as amended, Statement of Quad City Holdings, of Quad City Holdings, Inc. Inc. on Form SB-2, File No. 33-67028 3.2 Bylaws of Quad City Exhibit 3.2 to the Registration Holdings, Inc. Statement of Quad City Holdings, Inc. on Form SB-2, File No. 33-67028 4.1 Articles VIII, XII and See Exhibit 3.1 to the Registration XIII of the Quad City Statement of Quad City Holdings, Holdings, Inc. Certificate Inc. on Form SB-2, File No. 33-67028 of Incorporation, as amended 4.2 Articles II, VI and IX and See Exhibit 3.2 to the Registration XII of the Quad City Statement of Quad City Holdings, Holdings, Inc. Bylaws Inc. on Form SB-2, File No. 33-67028 5.1 Opinion of Barack X Ferrazzano Kirschbaum Perlman & Nagelberg 23.1 Consent of McGladrey & X Pullen LLP 23.2 Consent of Barack Included in Ferrazzano Kirschbaum Exhibit 5.1 Perlman & Nagelberg 24.1 Power of Attorney Included on Signature Page to this Registration Statement 99.1 Quad City Holdings, Inc. X Deferred Income Plan
EX-5 2 Exhibit 5.1 October 17, 1997 Quad City Holdings, Inc. 2118 Middle Road Bettendorf, Iowa 52722 Ladies and Gentlemen: We have acted as special counsel to Quad City Holdings, Inc., a Delaware corporation (the "Company"), in connection with the proposed offering of 50,000 shares of its common stock, $1.00 par value ("Common Shares"), pursuant to the Company's Deferred Income Plan (the "Offering") as described in the Form S-8 Registration Statement to be filed with the Securities and Exchange Commission (the "SEC") on or about October 17, 1997 (the "Registration Statement"). Capitalized terms used, but not defined, herein shall have the meanings given such terms in the Registration Statement. You have requested our opinion concerning certain matters in connection with the Offering. We have made such legal and factual investigation as we deemed necessary for purposes of this opinion. In our investigation, we have assumed the genuieness of all signatures, the proper execution of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. In arrising at the opinions expressed below, we have reviewed and examined the following documents: 1. The Certificate of Incorpoiration of the Company filed with the Secretary of the State of the State of Delaware on February 4, 1993, as amended and corrected, and the Company's Bylaws; 2. The Registration Statement, including the prospectus constituting a part thereof (the "Prospectus"); 3. Resolutions of the Board of Directors of the Company (the "Board") relating to the Offering; and 4. A form of share certificate representing the Common Shares approved by the Board. We call to your attention to the fact that our firm only requires lawyers to be qualified to practice law in the State of Illinois and, in rendering the foregoing opinions, we express no opinion with respect to any laws relevant to this opinion other than the Securities Act of 1933, as amended, and the rules and regulations thereunder, the laws and regulations of the State of Illinois, the General Corporation Law of the Sate of Delaware and United States federal law. Based upon the foregoing, but assuming no responsibility for the accuracy or the completness of the data supplied by the Company and subject to the qualifications, assumptions and limitations set forth herein, it is our opinion that: 1. The Company has been duly organized and is validly existing in good standing under the laws of the State of Delaware and has due corporate authority to carry on its business as it is presently conducted. 2. The Company is authorized to issue up to 2,500,000 Common Shares, of which 1,462,824 Common Shares have been issued and are presently outstanding prior to the Offering. 3. When the Registration Statement shall have been declared effective by order of the SEC and the Common Shares to be sold thereunder shall have been issued and sold upon the terms and conditions set forth in the Registration Statement, then such Common Shares will be legally issued, fully paid and non-assessable. We express no opinion with respect to any specific legal issues other than those explicitly addressed herein. We assume no obligation to advise you of any change in the foregoing subsequent to the date of this opinion (even though the change may affect the legal conclusion stated in this opinion letter). We hereby consent (i) to be named in the Registration Statement, and in the Prospectus, as attorneys who will pass upon the legality of the Common Shares to be sold thereunder and (ii) to the filing of this opinion as an Exhibit to the Registration Statement. Sincerely, /S/ BARACK, FERRAZZANO, KIRSCHBAUM & PERLMAN EX-23 3 Exhibit 23.1 CONSENT We hereby consent to the incorporation by reference in this Registration Statement of Form S-8 of our report, dated August 1, 1997, which appears in the Annual Report on Form 10-K of Quad City Holdings, Inc. for the year ended June 30, 1997. /s/ McGLADREY & PULLEN, LLP Davenport, Iowa October 20, 1997 EX-99 4 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. -----END PRIVACY-ENHANCED MESSAGE-----