Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 15, 2021, QCR Holdings, Inc. (the "Company") and Robert C. Fulp,
Chief Executive Officer of Springfield First Community Bank, a wholly owned bank
subsidiary of the Company (the "Bank"), entered into a Separation Agreement and
General Release of Claims (the "Agreement"). Mr. Fulp will retire from the Bank
as CEO and from its Board of Directors, effective on February 11, 2021
(the "Retirement Date").
The Company and the Bank thank Mr. Fulp for his contributions to the Bank's
growth and success over the years. Since 2011, Mr. Fulp has overseen its growth
to an $800 million bank and its strategic partnership with the Company in 2018.
Mr. Fulp has been an active member of the Springfield community and the Company
is pleased that he will continue to devote his time and attention to the
community.
Pursuant to the terms of the Agreement, Mr. Fulp will receive: (i) a cash
severance payment equal to 200% of his current base salary to be paid in equal
monthly installments starting over the 24-month period following the Retirement
Date; (ii) that portion of his current annual base salary which had been earned
but unpaid, less applicable deductions and withholdings; (iii) any performance
based annual deferred cash compensation due to Mr. Fulp for the fiscal year
ending December 31, 2020; (iv) the monetary equivalent of his accrued but unused
vacation time and other eligible paid time off, less applicable deductions and
withholdings; (v) payment for any unreimbursed out-of-pocket expenses incurred
by Mr. Fulp in connection with the performance of his duties before the
Retirement Date; and (vi) until April 2022, COBRA premium payments for Mr. Fulp
and his eligible dependents to the extent such COBRA premium payments exceed
premiums paid by then-current employees of for similar coverage. All previously
granted stock awards issued to Mr. Fulp pursuant to the Company's 2016 Equity
Inventive Plan shall vest in accordance with the terms of the applicable award.
Mr. Fulp's rights with respect to any benefits, incentives or awards provided to
him pursuant to the terms and conditions of any other plan, program or
arrangement sponsored or maintained by the Company will continue to be subject
to the terms and conditions of such plan, program or arrangement. The Agreement
includes Mr. Fulp's general release of claims against the Company and its
subsidiaries and his agreement to certain restrictive covenants, including a
24-month non-competition provision limiting certain competitive activities and a
24-month non-solicitation provision.
Item 7.01. Regulation FD Disclosure.
On January 19, 2021, the Company issued a press release announcing Mr. Fulp's
retirement from the Bank, a copy of which is furnished herewith as Exhibit 99.1,
and is incorporated herein by reference.
The information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of such section, nor will such information be deemed incorporated by reference
in any filing under the Securities Act or the Exchange Act, except as may be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 19, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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QCR HOLDINGS, INC. 
