Heartland Financial USA, Inc.
2005 Long-Term Incentive Plan
Performance Restricted Stock Agreement
THIS PERFORMANCE RESTRICTED STOCK AGREEMENT (this “ Agreement ”), entered
into as of the Grant Date (as defined in Section 1(b) ), by and between the Participant and Heartland Financial
USA, Inc., a Delaware corporation (the “ Company ”);
WHEREAS, the Company maintains the Heartland Financial USA, Inc. 2005 Long-Term Incentive Plan
(the “ Plan ”), which is incorporated into and forms a part of this Agreement, and the Participant has been
selected by the committee administering the Plan (the “ Committee ”) to receive a Restricted Stock Award
under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as
Terms of Award . The following terms used in this Agreement shall have the meanings
set forth in this Section 1 :
The “ Participant ” is .
The “ Grant Date ” is .
The number of “Covered Shares” awarded under this Agreement is shares. “
Covered Shares ” are shares of Stock granted under this Agreement and are subject to the terms and
conditions of this Agreement and the Plan.
Except where the context clearly implies to the contrary, any capitalized term in this Agreement shall have the
meaning ascribed to that term under Section 9 of this Agreement or the Plan.
Award . The Participant is hereby granted the number of Covered Shares set forth in
Section 1(c) , subject to the terms and conditions of this Agreement and the Plan.
Dividends and Voting Rights .
No dividends shall be payable to or for the benefit of the Participant for Covered
Shares with respect to record dates occurring prior to the Vesting Date of such shares.
The Participant shall be entitled to vote the Covered Shares during the Restricted