-----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, EP984bh9Oo01q13yHJB2YO+JvkHb87/JvyfgwomdHKTMonYTXpRtxCDPYMamv963 CEJJv/ox6PDyBf3Ycw3qwg== 0000743530-99-000041.txt : 19990917 0000743530-99-000041.hdr.sgml : 19990917 ACCESSION NUMBER: 0000743530-99-000041 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990916 EFFECTIVENESS DATE: 19990916 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: 333-87229 FILM NUMBER: 99712688 BUSINESS ADDRESS: STREET 1: 3551 7TH STREET CITY: MOLINE STATE: IL ZIP: 61265 BUSINESS PHONE: 3097363580 S-8 1 As filed with the Securities and Exchange Commission on September 16, 1999 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 incor- (I.R.S. Employer poration or organization) Identification No.) 3551 7th Street Moline, Illinois 61265 (309) 736-3580 ---------------------------------------- (Address of principal executive offices) QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN (Full title of the plan) ------------------ Douglas M. Hultquist President Quad City Holdings, Inc. 3551 7th Street Moline, Illinois 61265 (Name and address of agent for service) (309) 736-3580 (Telephone number, including area code, of agent for service) With copies to: John E. Freechack, Esq. Lynne D. Mapes-Riordan, Esq. 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 150,000 shares $17.50 $2,662,500 $740.00 (1) This Form S-8 is being filed with the Securities and Exchange Commission for the purpose of registering 150,000 shares of the Registrant's Common Stock which are reserved for issuance pursuant to the Registrant's Stock Incentive Plan. (2) Pursuant to Rule 416(a) under the 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(h) under the Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices for the Registrant's common stock as reported on the Nasdaq SmallCap Market on September 13, 1999.
TOTAL NUMBER OF SEQUENTIALLY NUMBERED PAGES [13] EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE [8] 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. 1997 Stock Incentive 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 "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 Act. PART II INFORMATION NOT REQUIRED IN PROSPECTUS 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-K filed with the Commision for the Company's fiscal year ended June 30, 1999 on September 15, 1999. (File No. 0-22208). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Form 10-K 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 on August 9, 1993, and all amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company 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 hereof 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 thereof (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 General Corporation Law of the State of Delaware (being Chapter 1 of Title 8 of the Delaware Code), Articles 9 and 10 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' fee) 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, and 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 but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify 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 bylaws, 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 a 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 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. Item 7. Exemption from Registration Claimed. Not Applicable. Item 8. Exhibits. See the Exhibit Index following the signature page in this Registration Statement, which Exhibit Index is incorporated herein by reference. 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 of 1933; (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 Securities Exchange Act of 1934 and incorporated by reference into the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 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 Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 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 has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the City of Moline, State of Illinois, on September 14, 1999. 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 Douglas M. Hultquist and Michael A. Bauer, 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 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. In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities indicated on September 14, 1999. Signature Title /s/ Michael A. Bauer - ---------------------------- Chairman of the Board of Directors Michael A. Bauer /s/ Douglas M. Hultquist - ---------------------------- President, Chief Executive Officer, Douglas M. Hultquist Principal Financial and Accounting Officer and Director /s/ Richard R. Horst - ---------------------------- Director and Secretary Richard R. Horst /s/ James T. Brownson - ---------------------------- Director James T. Brownson /s/ Robert A. Van Vooren - ---------------------------- Director Robert A. Van Vooren /s/ Ronald G. Peterson - --------------------------- Director Ronald G. Peterson /s/ John W. Schricker - --------------------------- Director John W. Schricker QUAD CITY HOLDINGS, INC. EXHIBIT INDEX TO FORM S-8 REGISTRATION STATEMENT Incorporated Herein by Filed Sequential Exhibit No. Description Reference To Herewith Page No. - ------------------- ------------------------------- ----------------------------- -------------------- -------------------- 4.1 Certificate of Incorporation Exhibit 3.1 to the of Quad City Holdings, Inc., Registration Statement of as amended Quad City Holdings, Inc. on Form SB-2, File No. 33-67028 4.2 Bylaws of Quad City Holdings, Exhibit 3.2 to the Inc. Registration Statement of Quad City Holdings, Inc. on Form SB-2, File No. 33-67028 5.1 Opinion of Barack Ferrazzano X [10] Kirschbaum Perlman & Nagelberg 10.1 Quad City Holdings, Inc. 1997 X [__] Stock Incentive Plan, as amended on July 14, 1999 10.2 Form of Stock Option Agreement X [__] 23.1 Consent of McGladrey & Pullen X [__] 23.2 Consent of Barack Ferrazzano Included in Kirschbaum Perlman & Exhibit 5.1 Nagelberg 24.1 Power of Attorney Included on the Signature Page to this Registration Statement
EX-5 2 BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG Mr. Douglas M. Hultquist September 8, 1999 Page 0 BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG 333 WEST WACKER DRIVE, SUITE 2700 CHICAGO, ILLINOIS 60606 Telephone (312) 984-3100 Facsimile (312) 984-3150 September 8, 1999 Quad City Holdings, Inc. 3551 7th Street Moline, Illinois 61265 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to Quad City Holdings, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") of the Company's Registration Statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Act"), registering the offer and sale of up to 150,000 of the Company's common shares, $1.00 par value (the "Shares"), pursuant to the Company's 1997 Stock Incentive Plan (the "Plan"). In so acting, we have examined and relied upon the originals, or copies certified or otherwise identified to our satisfaction, of such records, documents and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Registration Statement becomes effective and the Shares have been issued in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable. With respect to the opinions expressed above, we are qualified to practice law in the State of Illinois and express no opinion concerning any law other than the laws of the State of Illinois, the General Corporation Law of the State of Delaware and the laws of the United States of America. We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission promulgated thereunder. This opinion is being furnished to you solely for your benefit in connection with the transactions set forth above. It may not be relied upon by, nor a copy of it delivered to any other party, without our prior written consent. This opinion is based upon our knowledge of the law and facts as of the date hereof, and we assume no duty to communicate with you with respect to any matter that comes to our attention hereafter. Very truly yours, /s/ Barack Ferrazzano Kirschbaum -------------------------------- BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG EX-10 3 QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN TABLE OF CONTENTS Purpose of the Plan............................................... Administration of the Plan........................................ Shares Subject to the Plan........................................ Stock Options..................................................... Grants ................................................ Terms of Options......................................... Terms Applicable to All Options.......................... Written Notice.................................. Method of Exercise.............................. Death, Disability or Retirement of Optionee..... Transferability................................. Tax Benefit Rights................................................ Grants ................................................ Terms of Grants.......................................... Benefit Available........................................ Manner of Exercise....................................... Restricted Stock Awards........................................... Grants ................................................ Restriction Period....................................... Restrictions Upon Transfer............................... Certificates............................................. Lapse of Restrictions.................................... Termination Prior to Lapse of Restrictions............... Stock Appreciation Rights......................................... Grants ................................................ Terms of Grant........................................... Payment upon Exercise.................................... Amendment or Termination of the Plan.............................. Term of Plan...................................................... Delivery and Registration of Stock................................ Rights as Stockholder............................................. Merger or Consolidation........................................... Changes in Capital and Corporate Structure........................ Service ......................................................... Withholding of Tax................................................ QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN 1. Purpose of the Plan The QUAD CITY HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN (hereinafter referred to as the "Plan") is intended to provide a means whereby individuals providing services to QUAD CITY HOLDINGS, INC. (hereinafter referred to as the "Company") and its related corporations may sustain a sense of proprietorship and personal involvement in the continued development and financial success of the Company, and to encourage them to remain with and devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. Accordingly, directors, officers and employees will be eligible to acquire common stock of the Company (hereinafter referred to as "Shares") or otherwise participate in the financial success of the Company, on the terms and conditions established herein. For purposes of the Plan, a corporation shall be deemed a related corporation to the Company if such corporation would be a parent or subsidiary corporation with respect to the Company as defined in Section 424(e) or (f), respectively, of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the "Code"). 2. Administration of the Plan The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (hereinafter referred to as the "Committee") which shall be comprised solely of two (2) or more non-employee directors appointed by the Board of Directors of the Company (hereinafter referred to as the "Board"). 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 to whom awards shall be made under the Plan, to establish the amount of such award for each such individual and the time when certificates for Shares shall be issued, and to prescribe the legend to be affixed to the certificate. 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. 3. Shares Subject to the Plan The aggregate number of Shares that may be awarded to individuals under the Plan shall be 40,000 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. 4. Stock Options a. Grants. The Company may issue options ("Options") to individuals under the Plan. The grant of each Option shall be confirmed by a stock option agreement that shall be executed by the Company and the optionee as soon as practicable after such grant. The stock option agreement shall expressly state or incorporate by reference the provisions of the Plan. b. Terms of Options. Except as provided in Subparagraph (c) below, each Option granted under the Plan shall be subject to the terms and conditions set forth by the Committee in the stock option agreement including, but not limited to, option price, vesting period and option term. c. Terms Applicable to All Options. Each Option shall be subject to the following terms and conditions: i) Written Notice. An Option may be exercised only by giving written notice to the Company specifying the number of Shares to be purchased. ii) Method of Exercise. The aggregate option price may, subject to the terms and conditions set forth by the Committee in the stock option agreement, be paid in any one or a combination of cash, personal check, personal note, Shares already owned or Plan awards which the optionee has an immediate right to exercise. iii) Death, Disability or Retirement of Optionee. If an optionee terminates employment due to death, disability or retirement, prior to exercise in full of any Options, the optionee or his successor shall have the right to exercise the Options within a period of twelve (12) months after the date of such termination to the extent that the right was exercisable at the date of such termination, or subject to such other terms as may be determined by the Committee. iv) Transferability. No Option may be transferred, assigned or encumbered by an optionee, except: (i) in the event of the death of the optionee, by will or the laws of descent and distribution; (ii) by gifting for the benefit of descendants for estate planning purposes; or (iii) pursuant to a certified domestic relations order. 5. Tax Benefit Rights a. Grants. The Company may issue Tax Benefit Rights ("TBRs") to individuals in tandem with Options under the Plan. b. Terms of Grants. Each TBR shall relate to a specific Option under the Plan, and shall be awarded to an individual concurrently with the grant of such Option. The number of TBRs granted to an individual shall be equal to the number of Shares that the individual is entitled to receive pursuant to the related Option. The number of TBRs held by an individual shall be reduced by the number of TBRs exercised. c. Benefit Available. Each TBR shall entitle an individual to the following amount of payment from the Company -- the excess of the fair market value of a Share on the exercise date over the option price, times the difference between the highest rate of tax on ordinary income over the rate of tax on capital gains (Federal and State). The total benefit available to an individual from any exercise of TBRs shall be equal to the number of TBRs being exercised, multiplied by the amount of benefit determined under the preceding sentence. d. Manner of Exercise. A TBR may be exercised only by giving written notice to the Company. TBRs may be exercised only at such times and by such individuals as may exercise Options under the Plan. 6. Restricted Stock Awards a. Grants. Restricted Stock Awards ("RSAs") under the Plan shall be in the form of Shares, restricted as to transfer and subject to forfeiture, and shall be evidenced by restricted stock agreements in such form and consistent with this Plan as the Committee shall approve from time to time. b. Restriction Period. RSAs awarded under the Plan shall be subject to such terms, conditions, and restrictions, including without limitation: prohibitions against transfer, substantial risks of forfeiture, attainment of performance objectives and repurchase by the Company or right of first refusal, and for such period or periods as shall be determined by the Committee at the time of grant. The Committee shall have the power to permit, in its discretion, an acceleration of the expiration of the applicable restriction period with respect to any part or all of the RSAs awarded to a grantee. c. Restrictions Upon Transfer. RSAs awarded, and the right to vote underlying Shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered during the restriction period applicable to such Shares, except: (i) in the event of the death of the optionee, by will or the laws of descent and distribution; (ii) by gifting for the benefit of descendants for estate planning purposes; or (iii) pursuant to a certified domestic relations order. Subject to the foregoing, and except as otherwise provided in the Plan, the grantee shall have all the other rights of a stockholder including, but not limited to, the right to receive dividends and the right to vote such Shares. d. Certificates. Each certificate issued in respect of RSAs awarded to a grantee shall be deposited with the Company, or its designee, and shall bear the following legend: "This certificate and the shares represented hereby are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in the Quad City Holdings, Inc. 1997 Stock Incentive Plan and an Agreement entered into by the registered owner. Release from such terms and conditions shall be obtained only in accordance with the provisions of the Plan and Agreement, a copy of each of which is on file in the office of the Secretary of said Company." e. Lapse of Restrictions. The Agreement shall specify the terms and conditions upon which any restrictions upon Shares awarded under the Plan shall lapse, as determined by the Committee. Upon the lapse of such restrictions, Shares, free of the foregoing restrictive legend, shall be issued to the grantee or his legal representative. f. Termination Prior to Lapse of Restrictions. In the event of a grantee's termination of employment prior to the lapse of restrictions applicable to any RSAs awarded to such grantee, all Shares as to which there still remain restrictions shall be forfeited by such grantee without payment of any consideration to the grantee, and neither the grantee nor any successors, heirs, assigns, or personal representatives of such grantee shall thereafter have any further rights or interest in such Shares or certificates. 7. Stock Appreciation Rights a. Grants. Stock Appreciation Rights ("SARs") are rights entitling the grantee to receive cash or Shares having a fair market value equal to the appreciation in market value of a stated number of Shares from the date of grant, or in the case of rights granted in tandem with or by reference to an Option granted prior to the grant of such rights, from the date of grant of the related Option to the date of exercise, which may be granted to such directors as may be selected by the Committee. b. Terms of Grant. SARs may be granted in tandem with or with reference to a related Option, in which event the grantee may elect to exercise either the Option or the SAR, but not both, as to the same Share subject to the Option and the SAR, or the SAR may be granted independently of a related Option. In the event of a grant with a related Option, the SAR shall be subject to the terms and conditions of the related Option. In the event of an independent grant, the SAR shall be subject to the terms and conditions determined by the Committee. SARs shall not be transferred, assigned or encumbered, except that SARs may be exercised by the executor, administrator or personal representative of the deceased grantee within twelve (12) months of the death of the grantee and transferred pursuant to a certified domestic relations order. c. Payment upon Exercise. Upon exercise of an SAR, the grantee shall be paid the excess of the then fair market value of the number of Shares to which the SAR relates over the fair market value of such number of Shares at the date of grant of the SAR or of the related Option, as the case may be. Such excess shall be paid in cash or in Shares having a fair market value equal to such excess or in such combination thereof as the Committee shall determine. 8. Amendment or Termination of the Plan 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 individual, without his consent, in any award theretofore made pursuant to the Plan. 9. Term of Plan The Plan shall be effective upon the date of its adoption by the Board. Unless sooner terminated under the provisions of paragraph 8, Options, TBRs, SARs and RSAs shall not be awarded under the Plan after the expiration of ten (10) years from the effective date of the Plan. 10. Delivery and Registration of Stock The Company's obligation to deliver Shares with respect to an award 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 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 Securities Exchange Act of 1934. 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. 11. Rights as Stockholder Upon delivery of any Share to an individual, such individual shall have all of the rights of a stockholder of the Company with respect to such Share, including the right to vote such Share and to receive all dividends or other distributions paid with respect to such Share. 12. Merger or Consolidation In the event the Company is merged or consolidated with another corporation and the Company is not the surviving corporation, all outstanding Options, TBRs, SARs and RSAs shall become immediately and fully exercisable and unrestricted, and the surviving corporation may exchange Options, TBRs and SARs issued under this Plan for options, tax benefit rights, and stock appreciation rights (with the same aggregate option price) to acquire and participate in that number of shares in the surviving corporation that have a fair market value equal to the fair market value (determined on the date of such merger or consolidation) of Shares that the grantee is entitled to acquire and participate in under this Plan on the date of such merger, consolidation or change of control. For purposes of this paragraph, the term "change of control" shall mean the following: (a) The consummation of the acquisition by any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of thirty-three percent (33%) or more of the combined voting power of the then outstanding voting securities of the Company; or (b) The individuals who, as of the date hereof, are members of the Board cease for any reason to constitute a majority of the Board, unless the election, or nomination for election by the shareholders, of any new director was approved by a vote of a majority of the Board, then such new director shall, for purposes of this Plan, be considered as a member of the Board; or (c) Approval by shareholders of (1) a merger or consolidation if the shareholders, 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 of the Company outstanding immediately before such merger or consolidation, or (2) a complete liquidation or dissolution or an agreement for the sale or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, a change of control shall not be deemed to occur solely because thirty-three percent (33%) or more of the combined voting power of the then outstanding securities of the Company is acquired by (1) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained for employees of the Company, or (2) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the shareholders in the same proportion as their ownership of stock immediately prior to such acquisition. 13. Changes in Capital and Corporate Structure The aggregate number of Shares and interests awarded and which may be awarded under the Plan shall be adjusted to reflect a change in the outstanding Shares of the Company by reason of a recapitalization, reclassification, reorganization, stock split, reverse stock split, combination of shares, stock dividend or similar transaction. The adjustment shall be made in an equitable manner which will cause the awards to remain unchanged as a result of the applicable transaction. 14. Service An individual shall be considered to be in the service of the Company or related corporation as long as he or she remains a director, officer or employee of the Company or related corporation. Nothing herein shall confer on any individual the right to continued service with the Company or related corporation or affect the right of the Company or related corporation to terminate such service. 15. Withholding of Tax To the extent the award, issuance or exercise of Options, TBRs, SARs or RSAs results in the receipt of compensation by an individual, the Company is authorized to withhold from any other cash compensation then or thereafter payable to such individual or to withhold sufficient Shares to pay any tax required to be withheld by reason of the receipt of the compensation. Alternatively, the individual may tender a personal check in the amount of tax required to be withheld. EX-10 4 NON QUALIFIED STOCK OPTION AGREEMENT QUAD CITY HOLDINGS, INC. STOCK INCENTIVE PLAN A. A STOCK OPTION for a total of ___ shares of Common Stock, par value $1.00, of Quad City Holdings, Inc., a Delaware corporation, (herein the "Company") is hereby granted to ________ ________, (herein the "Optionee"), subject in all respects to the terms and provisions of the Quad City Holdings, Inc. 1997 Stock Incentive Plan (herein the "Plan"), dated November 20, 1996, which has been adopted by the Company and which is incorporated herein by reference. B. The option price as determined by the Board of Directors of the Company is __________ dollars and __ cents ($__.__) per share. C. This Option may not be exercised if the issuance of shares of Common Stock of the Company upon such exercise would constitute a violation of any applicable Federal or State securities or other law or valid regulation. The Optionee, as a condition to his/her exercise of this Option, shall represent to the Company that the shares of Common Stock of the Company that he/she acquires under this Option are being acquired by him/her for investment and not with a present view to distribution or resale, unless counsel for the Company is then of the opinion that such a representation is not required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. D. This Option may not be transferred in any manner otherwise than by will or the laws of descent and distribution, and may be exercised during the lifetime of the Optionee only by him/her. The terms of this Option shall be binding upon the executors, administrators, heirs, successors, and assigns of the Optionee. E. This Option may not be exercised more than ten (10) years from the date of its grant, and may be exercised during such term only in accordance with the terms of the Plan. F. This Option shall vest at a rate of 20% per year, with the first 20% being vested on ____ __, ____. Dated _____________________, ____ QUAD CITY HOLDINGS, INC. By --------------------------------- President ATTEST: - ----------------------------- The Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, and represents that he/she is familiar with the terms and provisions thereof. The Optionee hereby accepts this Option subject to all the terms and provisions of the Plan. The Optionee hereby agrees to accept as binding, conclusive, and final all decisions and interpretations of the Board of Directors and, where applicable, the Compensation and Benefits Committee, upon any questions arising under the Plan. As a condition to the issuance of shares of Common Stock of the Company under this Option, the Optionee agrees to remit to the Company at the time of any exercise of the Option any taxes required to be withheld by the Company under Federal, State, or Local law as a result of the exercise of this Option. Dated _____________________ , ____ ------------------------------------ Optionee EX-23 5 We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report, dated July 23, 1999 included in the June 30, 1999 10-K of Quad City Holdings, Inc. /s/ McGladrey & Pullen, LLP Davenport, Iowa September 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----