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
<TABLE>
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)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.00 Par Value 150,000 shares $17.50 $2,662,500 $740.00
<FN>
(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.
</FN>
</TABLE>
TOTAL NUMBER OF SEQUENTIALLY NUMBERED PAGES [13]
EXHIBIT INDEX BEGINS ON SEQUENTIALLY NUMBERED PAGE [8]
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
(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.
<PAGE>
(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.
<PAGE>
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
<PAGE>
QUAD CITY HOLDINGS, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
Incorporated
<TABLE>
Herein by Filed Sequential
Exhibit No. Description Reference To Herewith Page No.
- ------------------- ------------------------------- ----------------------------- -------------------- --------------------
<S> <C> <C> <C> <C>
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
</TABLE>
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
QUAD CITY HOLDINGS, INC.
1997 STOCK INCENTIVE PLAN
<PAGE>
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................................................
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
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
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
