Exhibit 10.25
SUPPLEMENTAL INITIAL INVESTOR AGREEMENT
This Supplemental Initial Investor Agreement (this
"Agreement") dated as of February 1, 2003, is among Heartland
Financial USA, Inc., a Delaware corporation (the "Company"), and
those individuals who are signatories to this Agreement
(individually referred to as an "Initial Investor" and
collectively as the "Initial Investors").
RECITALS
A. The Company and certain individuals (the "Organizers")
have subscribed for the capital stock of a new bank organized
under the laws of the State of Arizona initially known as "Red
Mountain Bank" and to be renamed Arizona Bank & Trust (the
"Bank"), and have entered into that certain Agreement to Organize
and Stockholder Agreement dated as of February 1, 2003 (the
"Stockholder Agreement").
B. During the earliest stages of the Bank's organization,
the Initial Investors subscribed for shares of the Bank's capital
stock ("Bank Stock"), and these subscription funds were used by
the Bank to complete its organization.
C. The Stockholder Agreement imposes certain restrictions
on the sale, transfer or other disposition of Bank Stock owned by
the Organizers, and gives the Company and the Organizers the
option to purchase and sell the shares of Bank Stock owned by
them under certain circumstances specified in the Stockholder
Agreement.
D. In consideration of the substantial risks taken by the
Initial Investors in connection with the Bank's organization,
beyond the risks taken by the other Organizers, the Company has
agreed to pay to the Initial Investors cash amounts in addition
to amounts to which they may be entitled to receive under the
terms of the Stockholder Agreement.
Now, therefore, in consideration of the mutual covenants
herein contained and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company and the
Initial Investors, intending to be legally bound hereby, agree as
follows:
AGREEMENTS
Section 1. Definitions. All terms that are capitalized
and used herein (and are not otherwise specifically defined
herein) shall be used in this Agreement as defined in the
Stockholder Agreement.
Section 2. Grant of Investment Units. The Company
hereby grants to each of the Initial Investors the number of
investment units ("Investment Units") that is set forth opposite
each Initial Investor's name on the signature page of this
Agreement. Each Investment Unit shall have the terms and
conditions described in this Agreement and shall have a value as
of the date of this Agreement equal to Ten Dollars ($10.00) (the
"Initial Unit Value").
Section 3. Redemption of Investment Units. At such time
as the Company becomes obligated pursuant to Article 2 of the
Stockholder Agreement to repurchase the Investors' Stock owned by
an Initial Investor, the Company shall at the same time and place
as provided in the Stockholder Agreement pay to the Initial
Investor pursuant to this Agreement an amount in cash that is
equal to the product of:
(a) the number of Investment Units held by the Initial
Investor; times
(b) the excess, if any, of the per share price paid by
the Company pursuant to the Stockholder Agreement for the
Investors' Stock owned by the Initial Investor over the Initial
Unit Value.
Section 4. No Assignment or Transfer. The Investment
Units may not be sold, exchanged, assigned, transferred, pledged,
hypothecated, gifted or otherwise encumbered or disposed of
without the express prior written consent of the Company,
provided, however, that the foregoing shall not prohibit the
transfer of any Investment Units by testamentary transfer so long
as each recipient of any Investment Units becomes a party to this
Agreement and agrees to be bound by its terms.
Section 5. Modification. Neither this Agreement nor any
provisions hereof shall be waived, modified, discharged or
terminated except by an instrument in writing signed by the party
against whom any such waiver, modification, discharge or
termination is sought.
Section 6. Notices. All notices, consents, waivers and
other communications shall be in writing and be provided in
accordance with the terms of the Stockholder Agreement to the
parties at their respective addresses as set forth therein.
Section 7. Entire Agreement. The Stockholder Agreement
and this Agreement together contain the entire agreement of the
parties with respect to the subject matter thereof and hereof and
there are no representations, covenants or other agreements
except as stated or referred to therein or herein.
Section 8. Severability. Each provision of this
Agreement is intended to be severable from every other provision,
and the invalidity or illegality of any portion hereof shall not
affect the validity or legality of the remainder hereof.
Section 9. Governing Law, Jurisdiction and Venue. This
Agreement shall be governed by and construed in accordance with
the laws of the State of Iowa applied to residents of that state
executing contracts wholly to be performed in that state. Each
of the undersigned irrevocably agrees that any action or
proceeding in any way, manner or respect arising out of this
Agreement or any amendment, instrument, document or agreement
delivered or which may in the future be delivered in connection
herewith shall be litigated only in the courts having situs
within the City of Dubuque, the State of Iowa, and each of the
undersigned hereby consents and submits to the jurisdiction of
any local, state or federal court located within such city and
state. Each of the Initial Investors hereby waives any right he
may have to transfer or change the venue of any litigation
brought against the undersigned by the Company.
In witness whereof, this Agreement has been executed by the
undersigned parties as of the date first above written.
Company:
Heartland Financial USA, Inc.
By:
_________________________
Name:____________________
Title:___________________
Initial Investors:
Signature Printed Name Investment Units
________________________ _____________________ ________________
________________________ Xxxxxx X. Xxxxxx 5,000
________________________ Xxxx Xxxxx 2,500
________________________ Xxxxx Xxxxx 500
________________________ Xxxx Xxxxxx 500
________________________ Xxxxxxx X. Xxxxx 500
