htlf_2020xtbagmtempexex3






  740269_5.DOC   4835-4469-5490\2  HEARTLAND FINANCIAL USA, INC.  2020 LONG-TERM INCENTIVE PLAN  2020 TIME-BASED 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 of Company stock (“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. Vesting of RSU.  (a) The RSUs shall fully vest on the third calendar year on the date granted  (rounded down to the nearest whole number).   If the scheduled vesting date is not a business day, then the RSUs shall vest on the  nearest prior business day (such date, or such earlier date on which the RSU shall vest pursuant  to this Section 2 being hereafter referred to as the “Vesting Date”); provided that the  Participant’s Termination of Service has not occurred prior to the Vesting Date.  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.  (b) Notwithstanding the foregoing provisions of this Section 2, the RSUs  shall become fully vested immediately upon (i) the Participant’s Disability, or (ii) the  Participant’s death.   (c) Notwithstanding the foregoing provisions of this Section 2, if the  Participant’s Termination of Service occurs due to a Qualifying Retirement, all RSUs shall  become vested as of the date of such Termination of Service due to Qualifying Retirement.  For  such purposes, a “Qualifying Retirement” means a voluntary Retirement by the Participant;  provided that (A) the Participant covenants that the Participant shall not engage in any full-time  employment with any entity thereafter (although Participant shall be entitled to engage in part- time employment, including services as a member of a board of directors or similar body, with  an entity that does not compete with the Company or any Subsidiary) unless such employment  





 






  740269_5.DOC   4835-4469-5490\2  2  has been approved in writing by the Chair of the Committee; (B) the Participant executes a  general release and waiver of claims against the Company at the time of such Termination of  Services; and (C) the Participant executes a confidentiality, non-solicitation, and non- competition agreement with the Company at the time of such Termination of Service.  Consistent  with the terms  of the Plan, any question regarding whether a voluntary Termination of Service  constitutes a Qualifying Retirement shall be determined by the Committee and the decision of  the Committee shall be final and binding upon the Participant.  (d) Immediately upon a Change in Control, if the obligations under this  Agreement are not assumed by the Company or its successor in such Change in Control, all  RSUs that have not been previously forfeited shall become vested.  Otherwise, if the obligations  under this Agreement are assumed by the Company or its successor in such Change in Control,  and if a Participant’s employment by the Company or Bank or successor of the Company or  Bank shall become subject to an involuntary Termination of Service by the Company or its  successor within the period beginning six months prior to a Change in Control and ending 24  months after a Change in Control, all RSUs then held by the Participant shall become vested  upon the later to occur of the Termination of Service or Change in Control.  The foregoing  provisions are subject to any forfeiture and expiration provisions otherwise applicable to the  RSUs.  (e) Except as set forth in Section 2(b), Section 2(c) and Section 2(d) above,  upon the Participant’s Termination of Service, Participant shall forfeit all RSUs that have not  vested as of such Termination of Service and Participant shall have no further rights under this  Agreement.  Section 3. Precondition of Award.  No Award of RSUs to a Participant will be  effective unless Participant executes the Nonsolicitation Agreement attached as Exhibit A.  Section 4. 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.  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 after such RSU becomes vested. Only whole Shares shall be issued, with any  fractional RSUs rounded down to the nearest whole Share.  (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.  





 






  740269_5.DOC   4835-4469-5490\2  3  Section 5. Withholding.  All deliveries of Shares pursuant to this Award shall be  subject to withholding of all applicable taxes.  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 tax requirements prior to the delivery date of  any Shares in connection with this Agreement.  Except as may be provided otherwise by the  Committee, such withholding obligations may be satisfied at the election of the Participant  (a) through debit of a deposit account held by the Participant at a Heartland affiliated bank, or  (b) through the surrender of Shares to which the Participant is otherwise entitled under the Plan;  provided, however, that except as otherwise specifically provided by the Committee, such Shares  under clause (b) may not be used to satisfy more than the Company’s minimum statutory  withholding obligation.  Section 6. Non-Transferability of RSUs.  No RSU granted pursuant to this  Agreement is 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, this Agreement 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 this Agreement contrary to the  provisions hereof, or the levy of any attachment or similar process upon this Agreement or the  RSUs it represents, shall be null and void and without effect.  Section 7. No Rights as Stockholder.  The Participant shall not have any rights of a  Stockholder with respect to the RSUs, including but not limited to, dividend or voting rights,  prior to the settlement of the RSUs pursuant to Section 4(a) above and issuance of a stock  certificate or its equivalent as provided herein.  Section 8. 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.    Section 9. 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 10. 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 Human Resources Department 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  





 






  740269_5.DOC   4835-4469-5490\2  4  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 11. Not an Employment Contract.  Neither the RSUs granted under this  Agreement nor this Agreement shall confer upon 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 12. Amendment.  Without limitation of Section 15 and Section 16 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 13. 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 14. 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 15. Section 409A Amendment.  This Agreement 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.  Section 16. Clawback.  This Agreement, the RSUs and any Shares received under this  Agreement, 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 or Subsidiary 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, whether  adopted prior to or following the date of this Agreement, and (b) any provision of applicable law  relating to cancellation, rescission, payback or recoupment of compensation, and agrees that the  





 






  740269_5.DOC   4835-4469-5490\2  5  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.  * * * * *  





 






  740269_5.DOC   4835-4469-5490\2  6    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.  PARTICIPANT  By: %%FIRST_NAME%-% %%LAST_NAME%- %  Via Electronic Acknowledgment   HEARTLAND FINANCIAL USA, INC.  By:    Bruce K. Lee  Title: President and CEO  





 






  740269_5.DOC   4835-4469-5490\2  EXHIBIT A    NONSOLICITATION AGREEMENT  This NONSOLICITATION AGREEMENT (the “Agreement”) is entered into between  Heartland Financial USA, Inc., and its Affiliates (the “Company”) and the undersigned  Employee.  WHEREAS, the Company is engaged in the business of providing financial services including  lending and deposit products and services, which includes all services and products related in  any way to deposit products, certificates of deposit, lines of credit, mortgage loans, agricultural  loans, consumer loans, credit cards, electronic banking cards, as well as Wealth Advisory and  Investment Services (collectively, the “Services”).  WHEREAS, to maximize the quality of services it provides to its customers, the Company  encourages its employees to develop and maintain a proper business and professional  relationship with and provide beneficial and competitive Services to its customers;  WHEREAS, in furtherance of developing these relationships and services, the Company  compensates its employees for their time, trains its employees, discloses to its employees certain  Confidential Information (as that term is defined below), and commits its resources to the  development of these relationships and Confidential Information; and  WHEREAS,  the Company’s customer and employee relationships represent a significant  investment of the Company’s resources and are commercially important, and it is important that  the Company protects its customers and employees from direct and indirect solicitation by  competitor and former employees.  NOW, THEREFORE, in consideration of the Employee’s employment, the Employee’s access to  Confidential Information, the Employee’s eligibility for discretionary compensation plans and  programs in addition to any regular compensation, and the mutual covenants and promises set  forth herein, the parties agree as follows:  1. Definitions. For purpose of this Agreement and except as otherwise provided for herein,  these terms shall have the following definitions:    Affiliate means any US or foreign person related to the Company through  ownership or through franchise or license agreements granted by the Company or  an affiliate, including without limitation Arizona Bank & Trust, Citywide Banks,  Dubuque Bank and Trust Company, First Bank & Trust, First, Illinois Bank &  Trust, Minnesota Bank & Trust, Bank of Blue Valley, New Mexico Bank &  Trust, Premier Valley Bank, Rocky Mountain Bank, and Wisconsin Bank &  Trust.    





 






  740269_5.DOC   4835-4469-5490\2  8  Confidential Information means trade secrets, intellectual property, and other  proprietary information of the Company and its Affiliates, By way of example  and not limitation, Confidential Information includes:   operations, marketing, products, product development, and other plans;   compensation practices;   pricing and sales policies, techniques, and concepts;   customer lists, records, and documents;   prospective customer lists, records, and documents;   information regarding employees and suppliers of the Company;   the financial affairs of the Company;   training and other manuals and internal policies;   business opportunities or ventures being considered or pursued by the  Company;   patents, trademarks, copyrights, inventions, works of authorship, ideas,  processes, formulas, source code, programs, know how, and  improvements; and   any other Company information in any form that is not generally known to  any competitor of the Company or any other Person who could derive  economic value from such information.  Person shall have the meaning ascribed in section 13(h)(8)(E) of the Securities  Exchange Act of 1934, 15 U.S.C. § 78a et seq., and also includes any corporation,  business venture, sole proprietorship, trust, and association.  2. Nonsolicitation  a. Customers. During the period of employment and for one year thereafter, the  Employee shall not, without the prior written consent of the Company, solicit, call  on, encourage, or arrange to have any other person solicit, call on, or otherwise  provide any Services or any other competitive product or service designed,  developed, distributed, sold, or marketed by the Company or its Affiliates during  the period of the Employee’s employment by the Company to any of the  customers of the Company. This subsection 2.a. shall not prohibit the Employee  from providing any services or products that the Company does not offer as of the  time of the Employee’s termination of employment with the Company.     b. Company Employees.  During the period of employment and for one year  thereafter, the Employee shall not, without the prior written consent of the  Company, solicit, recruit, encourage, or arrange to have any other Person solicit,  recruit or encourage any Company employee to terminate his/her employment  with the Company to seek employment with a bank, credit union, financial  





 






  740269_5.DOC   4835-4469-5490\2  9  institution, investment company, or other Person who competes directly or  indirectly with the Company.    3. Choice of Law; Remedies. This Agreement shall be interpreted according to the laws of  the state in which the entity for which the Employee works is headquartered. The parties  agree that, regardless of any choice of law provisions of any jurisdiction, the Agreement  shall be enforceable in any Court of competent jurisdiction in that state, and the parties  expressly consent to the jurisdiction therein. The Company shall be entitled to an  injunction to enforce this Agreement, as well as any other remedies at law or in equity.  Should the Company need to commence legal action to enforce any provision of this  Agreement or protects its rights under the Agreement; the Company shall recover its  attorneys’ fees incurred in such legal action.    4. Successors. This Agreement shall inure to the benefit of and shall be enforceable by any  Affiliate and by any successor or assignee of the Company and or any Affiliate.    5. Prior Agreements. This Agreement is intended as a clarification and amplification of any  existing prior agreements between the parties, which prior agreements relate to the  subject matter of the Agreement.    6. Amendment.  No changes in or additions to the terms of this Agreement shall be valid or  binding unless reduced to writing and signed by both parties.    7. Severability.  The Employee and the Company agree that the covenants contained in this  Agreement, or any of its paragraphs, sentences, or clauses are severable and separate, and  the enforceability of any specific covenant or restriction shall not affect the validity or  enforceability of any other covenant or restriction set forth herein.  Each such covenant  on the part of the Employee shall be construed as an agreement independent of any other  provision in this Agreement, and the existence of any claim or cause of action of the  Employee against the Company or any Affiliate whether predicated on this Agreement or  otherwise, shall not constitute a defense to the enforcement of the Company of said  covenants.    8. Waiver of Default. Any waiver by the Company of any default or violation under this  Agreement shall not constitute a waiver of any other default or violation on a different  occasion.    9. Termination; Effective Date.  The Employee’s employment may be terminated by either  the Company or the Employee in accordance with applicable law. This Agreement shall  be in effect commencing on the date of the Agreement and, except as expressly provided  





 






  740269_5.DOC   4835-4469-5490\2  10  for in this Agreement, shall continue in effect for one year after the Employee ceases to  be employed by the Company.    10. Consent.  The Employee acknowledges that he/she has had sufficient time to read, has  read, and understands this Agreement. The Employee acknowledges having received a  copy of this Agreement.    11. Employee agrees to provide a copy of this Agreement to any new employer Employee  works for a year subsequent to the end of their employment with Company. The  Employee acknowledges and agrees that the Company may send a copy of this  Agreement to any of Employee’s subsequent employers for one year after the end of their  employment with Company.         IN WITNESS WHEREOF, the parties have hereto executed this Agreement.    PARTICIPANT  By: %%FIRST_NAME%-% %%LAST_NAME%- %  Via Electronic Acknowledgment   HEARTLAND FINANCIAL USA, INC.  By: Bruce K. Lee  President and CEO