a2020tbagmt_dirf






  1  4843-5925-6508\2  HEARTLAND FINANCIAL USA, INC.  2020 LONG-TERM INCENTIVE PLAN  2020 DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT  The Participant specified below is hereby granted a restricted stock unit award by  HEARTLAND FINANCIAL USA, INC. (the “Company”), under the HEARTLAND FINANCIAL USA,  INC. 2020 LONG-TERM INCENTIVE PLAN (the “Plan”).  The restricted stock units awarded by this  Award Agreement (this “Agreement”) shall be subject to the terms of the Plan and the terms set  forth in this Agreement.  All capitalized terms used in this Agreement and not otherwise defined  have the meaning assigned to them in the Plan.  Section 1. Award.  The Company hereby grants to the Participant an award of  restricted stock units (each such unit, an “RSU”), where each RSU represents the right of the  Participant to receive one Share in the future, subject to the terms of this Agreement and the Plan.   For purposes of this Agreement:  The “Participant” is:  %%FIRST_NAME%-% %%LAST_NAME%-%      The “Grant Date” is:  %%OPTION_DATE%-%        The number of RSUs is:  %%TOTAL_SHARES_GRANTED%-%       Section 2. Restricted Period.  (a) The “Restricted Period” for all of the RSUs shall begin on the Grant Date  and end on June 5 of the year following the Grant Date provided that such date  must be at least fifty (50) weeks after the immediately preceding year’s  Company annual shareholder meeting (such date, or such earlier date on which  the RSU shall vest pursuant to this Agreement, being hereafter referred to as  the “Vesting Date”); provided that the Participant’s Termination of Service has  not occurred prior thereto and the Participant has attended 75% of all board  meetings.  The price at which the RSUs shall vest is the fair market value of  Company stock at closing on the business day prior to the Vesting Date, or the  nearest prior business day if June 5 is not a business day.    (b) Notwithstanding the foregoing provisions, the Restricted Period shall lapse  immediately and the RSUs shall become fully vested immediately upon (i) the  death of the Participant or (ii) a Change in Control that occurs on or before the  Participant’s Termination of Service.    (c) If the Participant’s Termination of Service occurs prior to the expiration of the  Restricted Period, the Participant shall forfeit all right, title and interest in and  to the RSUs as of such Termination of Service.  





 






  2  4843-5925-6508\2  Section 3. Settlement of RSUs.  Delivery of Shares or other amounts under this  Agreement and the Plan shall be subject to the following:  (a) Delivery of Shares.  After the Restricted Period has lapsed, the Company shall  deliver to the Participant one Share free and clear of any restrictions in  settlement of each of the vested and unrestricted RSUs within 30 days following  the end of the Restricted Period.    (b) Compliance with Applicable Laws.  Notwithstanding any other term of this  Agreement or the Plan, the Company shall have no obligation to deliver any  Shares or make any other distribution of benefits under this Agreement or the  Plan unless such delivery or distribution complies with all applicable laws and  the applicable rules of any securities exchange or similar entity.    (c) Certificates Not Required.  To the extent that this Agreement and the Plan  provide for the issuance of Shares, such issuance may be effected on a non- certificated basis, to the extent not prohibited by applicable law or the  applicable rules of any securities exchange or similar entity.  Section 4. Withholding.  While awards to non-employee directors generally will not  be subject to tax withholding requirements, the Company shall have the right to require the  Participant (or if applicable, permitted assigns, heirs and Designated Beneficiaries) to remit to the  Company an amount sufficient to satisfy any applicable statutory tax withholding requirements, if  any, prior to the delivery date of any Shares in connection with the Award.   Section 5. Non-Transferability of Award.  The Award, or any portion thereof, is not  transferable except as designated by the Participant by will or by the laws of descent and  distribution or pursuant to a domestic relations order.  Except as provided in the immediately  preceding sentence, the Award shall not be assigned, transferred, pledged, hypothecated or  otherwise disposed of by the Participant in any way whether by operation of law or otherwise, and  shall not be subject to execution, attachment or similar process.  Any attempt at assignment,  transfer, pledge, hypothecation or other disposition of the Award contrary to the provisions hereof,  or the levy of any attachment or similar process upon the Award, shall be null and void and without  effect.  Section 6. No Rights as Shareholder.  The Participant shall not have any rights of a  Shareholder with respect to the RSUs, including but not limited to voting rights, prior to the  settlement of the RSUs pursuant to Section 3 above and issuance of Shares as provided herein.  Section 7. Heirs and Successors.  This Agreement shall be binding upon, and inure  to the benefit of, the Company and its successors and assigns, and upon any person acquiring all  or substantially all of the Company’s assets or business.  If any rights of the Participant or benefits  distributable to the Participant under this Agreement have not been settled or distributed at the  time of the Participant’s death and have not been designated to pass to a certain beneficiary, such  rights shall be provided to the legal representative of the estate of the Participant.    





 






  3  4843-5925-6508\2  Section 8. Administration.  The authority to manage and control the operation and  administration of this Agreement and the Plan shall be vested in the Committee, and the Committee  shall have all powers with respect to this Agreement as it has with respect to the Plan.  Any  interpretation of this Agreement or the Plan by the Committee and any decision made by the  Committee with respect to this Agreement or the Plan shall be final and binding on all persons.  Section 9. Plan Governs.  Notwithstanding anything in this Agreement to the  contrary, this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained  by the Participant from the office of the secretary of the Company.  This Agreement shall be subject  to all interpretations, amendments, rules and regulations promulgated by the Committee from time  to time.  Notwithstanding any term of this Agreement to the contrary, in the event of any  discrepancy between the corporate records of the Company and this Agreement, the corporate  records of the Company shall control.  Section 10. Not an Employment Contract.  Neither the Award nor this Agreement  shall confer on the Participant any rights with respect to continuance of employment or other  service with the Company or a Subsidiary, nor shall they interfere in any way with any right the  Company or a Subsidiary may otherwise have to terminate or modify the terms of the Participant’s  employment or other service at any time.  Section 11. Amendment.  Subject to Section 14 and Section 15 below, this Agreement  may be amended in accordance with the provisions of the Plan, and may otherwise be amended in  writing by the Participant and the Company without the consent of any other person.  Section 12. Governing Law.  This Agreement, the Plan and all actions taken in  connection herewith and therewith shall be governed by and construed in accordance with the laws  of the State of Delaware, without reference to principles of conflict of laws, except as superseded  by applicable federal law.  Section 13. Validity.  If any provision of this Agreement is determined to be illegal or  invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but  this Agreement shall be construed and enforced as if such illegal or invalid provision had never  been included herein.  Section 14. Section 409A Amendment.  The Award is intended to be exempt from  Code Section 409A and this Agreement shall be administered and interpreted in accordance with  such intent.  The Committee reserves the right (including the right to delegate such right) to  unilaterally amend this Agreement without the consent of the Participant in order to maintain an  exclusion from the application of, or to maintain compliance with, Code Section 409A; and the  Participant hereby acknowledges and consents to such rights of the Committee.  As provided in  the Plan, in the event that this Award constitutes deferred compensation, the term Termination of  Service shall be interpreted in a manner consistent with the term “separation from service” as  defined under Code Section 409A.  In addition, if the Participant is a “specified employee” at the  time of such “separation from service,” delivery of Shares or other amounts payable on account of  a “separation from service” shall be delayed six months to the extent required by Code Section  409A.  





 






  4  4843-5925-6508\2  Section 15. Clawback.  The Award and any amount or benefit received under the Plan  shall be subject to potential cancellation, recoupment, rescission, payback or other action in  accordance with the terms of the Company’s Clawback Provision Policy as amended from time to  time or any other applicable Company clawback policy (the “Policy”) or any applicable law, as  may be in effect from time to time.  The Participant hereby acknowledges and consents to the  Company’s or a Subsidiary’s application, implementation and enforcement of (a) the Policy and  any similar policy established by the Company or a Subsidiary that may apply to the Participant  and (b) any provision of applicable law relating to cancellation, rescission, payback or recoupment  of compensation, and agrees that the Company or a Subsidiary may take such actions as may be  necessary to effectuate the Policy, any similar policy and applicable law, without further  consideration or action.  * * * * *  IN WITNESS WHEREOF, the Company has caused this Agreement to be executed in  its name and on its behalf, and the Participant acknowledges understanding and acceptance of, and  agrees to, the terms of this Agreement, all as of the Grant Date.  This Agreement and any  amendments or supplements hereto may be executed in counterparts, each of which shall constitute  an original, but taken together shall constitute a single contract.  Signature may be in electronic  format, including by electronic acknowledgement.   HEARTLAND FINANCIAL USA, INC.       Print Name: Lynn B. Fuller   Print Title: Executive Operating Chairman   PARTICIPANT   By: Via Electronic Acknowledgment  %%FIRST_NAME%-% %%LAST_NAME%-%    Print Name: %%FIRST_NAME%-%  %%LAST_NAME%-%