Exhibit 99.1 HEARTLAND FINANCIAL USA, INC. and DUBUQUE BANK AND TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT Dated as of June 7, 2002Rights Agreement • June 11th, 2002 • Heartland Financial Usa Inc • Savings institution, federally chartered • Delaware
INDENTUREIndenture • August 14th, 2002 • Heartland Financial Usa Inc • Savings institution, federally chartered • New York
Exhibit 10.3 SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of April 17, 2003, is by and between HEARTLAND FINANCIAL USA, INC., a...Credit Agreement • August 14th, 2003 • Heartland Financial Usa Inc • State commercial banks • Illinois
Exhibit 10.24 Agreement to Organize and Stockholder Agreement This Agreement to Organize and Stockholder Agreement (this "Agreement") dated as of February 1, 2003, is among Heartland Financial USA, Inc., a Delaware corporation (the "Company"), and...Stockholder Agreement • March 26th, 2003 • Heartland Financial Usa Inc • State commercial banks • Iowa
RECITALSChange of Control Agreement • August 14th, 2003 • Heartland Financial Usa Inc • State commercial banks • Iowa
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 23, 1999, BETWEEN HEARTLAND FINANCIAL USA, INC. AND THE NORTHERN TRUST COMPANYCredit Agreement • August 16th, 1999 • Heartland Financial Usa Inc • Savings institution, federally chartered • Illinois
RECITALS:Credit Agreement • March 30th, 2000 • Heartland Financial Usa Inc • Savings institution, federally chartered • Illinois
HEARTLAND FINANCIAL USA, INC. AND DUBUQUE BANK AND TRUST COMPANY, as Rights Agent AMENDED AND RESTATED RIGHTS AGREEMENT dated as of January 17, 2012Rights Agreement • May 17th, 2012 • Heartland Financial Usa Inc • State commercial banks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2014 • Heartland Financial Usa Inc • State commercial banks • New York
This Agreement is made pursuant to the Purchase Agreement dated December 12, 2014 by and between the Company and Sandler O’Neill Partners, L.P. as the representative of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $75,000,000 aggregate principal amount of the Company’s 5.75% Subordinated Notes due 2024 (the “Securities”). In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • August 7th, 2019 • Heartland Financial Usa Inc • State commercial banks • Iowa
THIS BUSINESS LOAN AGREEMENT dated June 14, 2019, is made and executed between Heartland Financial USA, Inc. ("Borrower") and Banker's Trust Company ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the grating, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
SMALL BUSINESS LENDING FUND - SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 15th, 2011 • Heartland Financial Usa Inc • State commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury's Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using funds appropriated under SBLF.
EXHIBIT 10.38Asset Purchase Agreement • March 28th, 1997 • Heartland Financial Usa Inc • Savings institution, federally chartered • Wisconsin
SECTION 1. LOANSCredit Agreement • November 13th, 2000 • Heartland Financial Usa Inc • Savings institution, federally chartered • Illinois
Exhibit 10.2 FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of June 29, 2002, is by and between HEARTLAND FINANCIAL USA, INC., a...Credit Agreement • August 14th, 2002 • Heartland Financial Usa Inc • Savings institution, federally chartered • Illinois
CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this "Agreement") is made as of the 1st day of January, 1999, (the "Effective Date") by and between HEARTLAND FINANCIAL USA, INC., an Iowa corporation, (the "Company") and (See Attachment...Change of Control Agreement • March 31st, 1999 • Heartland Financial Usa Inc • Savings institution, federally chartered • Iowa
Heartland Financial USA, Inc.Restricted Stock Unit Award Agreement • August 7th, 2014 • Heartland Financial Usa Inc • State commercial banks • Delaware
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heartland Financial USA, Inc., a Delaware corporation (the “Company”), under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this restricted stock unit award agreement (“Award Agreement”).
Exhibit 10.1 FIFTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of October 30, 2002, is by and between HEARTLAND...Credit Agreement • November 14th, 2002 • Heartland Financial Usa Inc • Savings institution, federally chartered • Illinois
RECITALSEmployment Agreement • March 25th, 2004 • Heartland Financial Usa Inc • State commercial banks • Iowa
ContractRestricted Stock Unit Award Agreement • May 28th, 2024 • Heartland Financial Usa Inc • State commercial banks • Delaware
Exhibit 10.5 [NAME OF BANK] SPLIT-DOLLAR LIFE INSURANCE PLAN THIS PLAN is made and entered into this _________ day of _____________, _____, by and between [NAME OF BANK], a [state- ][nationally-]chartered commercial bank with principal offices and...Split-Dollar Life Insurance Plan • March 29th, 2002 • Heartland Financial Usa Inc • Savings institution, federally chartered
740269_5.DOC 4835-4469-5490\2 HEARTLAND FINANCIAL USA, INC. 2020 LONG-TERM INCENTIVE PLAN 2021 TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT The Participant specified below is hereby granted a restricted stock unit award by HEARTLAND FINANCIAL USA,...Restricted Stock Unit Award Agreement • May 6th, 2021 • Heartland Financial Usa Inc • State commercial banks • Delaware
DEPOSIT AGREEMENT among HEARTLAND FINANCIAL USA, INC., BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of June 26, 2020Deposit Agreement • June 26th, 2020 • Heartland Financial Usa Inc • State commercial banks • New York
DEPOSIT AGREEMENT dated as June 26, 2020, among (i) Heartland Financial USA, Inc., a Delaware corporation, (ii) Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, and (iii) the Holders from time to time of the Receipts described herein.
EMPLOYMENT AGREEMENTEmployment Agreement • May 18th, 2020 • Heartland Financial Usa Inc • State commercial banks • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of February 11, 2020, by and among First Bank & Trust Company (“FB&T”), a Texas banking association, Heartland Financial USA, Inc. (the “Company”), a Delaware corporation and the parent company of FB&T, AIM Bancshares, Inc. (“Holdco”), a Texas corporation, AimBank (“Bank”), a Texas banking association and wholly owned subsidiary of Holdco and Scott L. Wade (the “Executive”), a resident of Texas.
4821-9786-2960\2 HEARTLAND FINANCIAL USA, INC. 2020 LONG-TERM INCENTIVE PLAN 2021 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT THREE-YEAR PERFORMANCE PERIOD The Participant specified below is hereby granted a performance-based restricted...Performance-Based Restricted Stock Unit Award Agreement • May 6th, 2021 • Heartland Financial Usa Inc • State commercial banks
EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2017 • Heartland Financial Usa Inc • State commercial banks • Minnesota
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of November 13, 2017 among Heartland Financial USA, Inc., a Delaware corporation (the “Company”), Signature Bancshares, Inc. (“Signature”), Minnesota Bank & Trust (“MBT”), a Minnesota banking corporation and wholly owned subsidiary of the Company, and Kenneth D. Brooks (the “Executive”), a resident of Minnesota.
CHANGE OF CONTROL AGREEMENTChange of Control Agreement • March 15th, 2013 • Heartland Financial Usa Inc • State commercial banks • Iowa
THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made as of the 1st day of January, 2012, (the “Effective Date”) by and between HEARTLAND FINANCIAL USA, INC., an Iowa corporation, (the “Company”) and ______________ (the “Employee”).
Heartland Financial USA, Inc.Performance-Based Restricted Stock Unit Award Agreement • May 8th, 2018 • Heartland Financial Usa Inc • State commercial banks • Delaware
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.
UMB SUPPORT AGREEMENTSupport Agreement • April 29th, 2024 • Heartland Financial Usa Inc • State commercial banks • Missouri
AMONGMerger Agreement • August 26th, 1999 • Heartland Financial Usa Inc • Savings institution, federally chartered • Iowa
PURCHASE AND ASSUMPTION AGREEMENT Dated as of August 13, 2019 By and Among ILLINOIS BANK & TRUST, ROCKFORD BANK AND TRUST COMPANY and QCR HOLDINGS, INC. (SOLELY FOR THE PURPOSES OF THE SECTION IDENTIFIED HEREIN)Purchase and Assumption Agreement • November 6th, 2019 • Heartland Financial Usa Inc • State commercial banks • Illinois
This PURCHASE AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into as of August 13, 2019, by and among ILLINOIS BANK & TRUST, a state bank organized under the laws of the State of Illinois (“Purchaser”), QCR HOLDINGS, INC., a corporation organized under the laws of the State of Delaware (“Parent”), and ROCKFORD BANK AND TRUST COMPANY, a state bank organized under the laws of the State of Illinois (“Seller”). Parent is only a signatory to the Agreement for purposes of providing the covenants and agreements set forth in Section 5.5, Section 5.6, Section 8.13(e) and Section 8.18.
VOTING AND TERMINATION AGREEMENTVoting and Termination Agreement • December 29th, 2015 • Heartland Financial Usa Inc • State commercial banks • Colorado
This VOTING AND TERMINATION AGREEMENT (this "Agreement") is made and entered into as of October 22,2015, by and among Heartland Financial USA, Inc., a Delaware corporation ("Heartland"), CIC Bancshares, Inc., a Colorado corporation ("CIC"), and the other persons who are signatories hereto (referred to herein individually as a "Shareholder" and collectively as the "Shareholders").
Heartland Financial USA, Inc.Restricted Stock Unit Award Agreement • May 21st, 2012 • Heartland Financial Usa Inc • State commercial banks • Delaware
The Participant specified below is hereby granted a restricted stock unit award (the “Award”) by Heartland Financial USA, Inc., a Delaware corporation (the “Company”), under the Heartland Financial USA, Inc. 2012 Long-Term Incentive Plan (the “Plan”). The Award shall be subject to the terms of the Plan and the terms set forth in this restricted stock unit award agreement (“Award Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2015 • Heartland Financial Usa Inc • State commercial banks • Colorado
This Employment Agreement (“Agreement”), dated October 22, 2015, is entered into by and among James L. Basey (“Employee”), CIC Bancshares, Inc., a Colorado corporation (“CIC”), Centennial Bank, a Colorado state chartered banking institution and wholly owned subsidiary of CIC (“Centennial”), Heartland Financial USA, Inc., a Delaware corporation (“Heartland”), and Summit Bank & Trust, a Colorado state chartered banking institution and wholly owned subsidiary of Heartland (“Surviving Bank” and together with Heartland, “Employer”).
September 2 4 , 2015Merger Agreement • September 24th, 2015 • Heartland Financial Usa Inc • State commercial banks
This opinion is being delivered to you in connection with the Agreement and Plan of Merger, dated as of May 28, 2015 (the “Merger Agreement”), by and among Premier Valley Bank, a California corporation (“PVB”), Heartland Financial USA, Inc., a Delaware corporation (“Heartland”), and PV Acquisition Bank, a California corporation and a wholly-owned subsidiary of Heartland (the “Acquiror”). Pursuant to the Merger Agreement, PVB will merge with and into Acquiror, with the Acquiror surviving the merger (the “Merger”). Capitalized terms not defined herein shall have the meanings ascribed to them (or defined by reference) in the Merger Agreement. All section references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”).
740269_5.DOC HEARTLAND FINANCIAL USA, INC. 2020 LONG-TERM INCENTIVE PLAN 2023 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...Restricted Stock Unit Award Agreement • May 5th, 2023 • Heartland Financial Usa Inc • State commercial banks • Delaware
