Year Performance Period Clause Samples

Year Performance Period. The Participant specified below is hereby granted a performance-based restricted stock unit award by HEARTLAND FINANCIAL USA, INC. (the “Company”) under the HEARTLAND FINANCIAL USA, INC. 2012 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.

Year Performance Period. If included at that same time of execution of the Friends Partnership Agreement, both parties enter into this supplemental agreement for a period of 5 years beginning on the day following Service ratification, with four annual modification options within the 5-year performance period to update significant changes in the partnership. Both parties expect that the terms in this agreement will be renewed every 5 years so that they will not expire. If included after the execution of the Friends Partnership Agreement, both parties enter into this supplemental agreement for the existing performance period of the Friends Partnership Agreement.

Year Performance Period. The Participant specified below is hereby granted a performance-based restricted stock unit award by Heartland Financial USA, Inc. (the “Company”) under the Heartland Financial USA, Inc. 2012 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.

Year Performance Period. The Performance-Based RSUs covered by the Award will be subject to analysis with respect to the following Total Shareholder Return (“TSR”) Comparator Group members:1 3M Company Jarden Corp. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇▇ Soup Co. Masco Corporation Church & ▇▇▇▇▇▇ Inc. Mattel, Inc. Colgate-Palmolive Company Reckitt-Benckiser Group PLC ▇▇▇▇▇▇▇ Corporation ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ Co. ▇▇▇▇▇ Industries, Inc. Snap-On Inc. Ecolab, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Inc. Energizer Holdings, Inc. The Bic Group Groupe Seb The Clorox Company Illinois Tool Works, Inc. Tupperware Brands Corporation

Year Performance Period. The number of Shares issuable in respect of the 3-Year Performance Period (as defined in Exhibit B) shall equal the greater of: • the positive difference obtained by subtracting (i) the number of Shares issued in respect of the 2-Year Performance Period, if any, from (ii) the product obtained by multiplying the Achievement Factor for the 3-Year Performance Period by the Total Number of PSUs; and • the product obtained by multiplying the Achievement Factor for the 3-Year Performance Period by 50% of the Total Number of PSUs, in each case, rounding up to the nearest whole Share. Except as otherwise provided in the Employment Agreement or Section 2.4 of the Agreement, the Participant must provide continuous services to the Company through the end of the applicable Performance Period (each, a “Vesting Date”) to be eligible for any Shares issuable in settlement of the PSUs for such Performance Period. Any Shares issuable in respect of a Performance Period shall be issued within ten days following the applicable Determination Date (as defined in Exhibit B). The maximum number of Shares that may be issued in respect of the PSUs is 179,534. By his signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Subject to the Employment Agreement, the Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. In addition, by signing below, the Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding Shares otherwise issuable to the Participant following the vesting of the PSUs, (ii) instructing a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant following the vesting of the PSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan.