AMENDED CHANGE IN CONTROL
SEVERANCE AGREEMENT
THIS AMENDED CHANGE IN CONTROL SEVERANCE
AGREEMENT (the "Agreement") is made and entered into as of this
21 st
day of April, 2009, by and between
HOME FEDERAL BANK (which, together with any successor thereto which
executes and delivers the assumption agreement provided for in
Section 5(a) hereof or which otherwise becomes bound by all of the
terms and provisions of this Agreement by operation of law, is
hereinafter referred to as the "Savings Bank"), and Eric S. Nadeau
(the "Employee").
WHEREAS, the Employee is currently serving as
Executive Vice President and Chief Financial Officer;
and
WHEREAS, the Board of Directors of the Savings
Bank (the "Board") recognizes that the possibility of a change in
control of the Savings Bank or of its holding company, Home Federal
Bancorp, Inc., a Maryland corporation (the “Company”)
may exist and that such possibility, and the uncertainty and
questions which it may raise among management, may result in the
departure or distraction of key management to the detriment of the
Savings Bank, the Company and its stockholders; and
WHEREAS, the Board believes it is in the best
interests of the Savings Bank to enter into this Agreement with the
Employee in order to assure continuity of management of the Savings
Bank and to reinforce and encourage the continued attention and
dedication of the Employee to the Employee's assigned duties
without distraction in the face of potentially disruptive
circumstances arising from the possibility of a change in control
of the Company and/or the Savings Bank, although no such change is
now contemplated; and
WHEREAS, it is necessary to amend this Agreement
to reflect a change in the Severance Benefits to be provided under
this Agreement; and
WHEREAS, the Board has approved and authorized
the execution of this Agreement with the Employee;
NOW, THEREFORE, in consideration of the
foregoing and of the respective covenants and agreements of the
parties herein, it is AGREED as follows:
(a) The
term "Change in Control" means (i) any "person," as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the Company, any
Consolidated Subsidiaries (as hereinafter defined), any person (as
hereinabove defined) acting on behalf of the Company as underwriter
pursuant to an offering who is temporarily holding securities in
connection with such offering, any trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the
Company '
s then outstanding securities; (ii)
individuals who are members of the
Board on the Commencement Date (the "Incumbent
Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director
subsequent to the Commencement Date whose election was approved by
a vote of at least three-quarters of the directors comprising the
Incumbent Board or whose nomination for election by the Company's
stockholders was approved by the nominating committee serving under
an Incumbent Board or who was appointed as a result of a change at
the direction of the Office of Thrift Supervision ("OTS") or the
Federal Deposit Insurance Corporation ("FDIC"), shall be considered
a member of the Incumbent Board; (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any
other corporation, other than (1) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power
of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation or (2) a
merger or consolidation effected to implement a recapitalization of
the Company (or similar transaction) in which no person (as
hereinabove defined) acquires more than 25% of the combined voting
power of the Company's then outstanding securities; or (iv) the
stockholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets (or any
transaction having a similar effect); provided that the term
"Change in Control" shall not include an acquisition of securities
by an employee benefit plan of the Savings Bank or the Company or a
change in the composition of the Board at the direction of the OTS
or the FDIC.
(b) The
term "Commencement Date" means June 5, 2008, the original effective
date of this Agreement.
(c) The
term "Consolidated Subsidiaries" means any subsidiary or
subsidiaries of the Company (or its successors) that are part of
the affiliated group (as defined in Section 1504 of the Internal
Revenue Code of 1986, as amended (the "Code"), without regard to
subsection (b) thereof) that includes the Savings Bank, including
but not limited to the Company.
(d) The
term "Date of Termination" means the date upon which the Employee
ceases to serve as an employee of the Savings Bank.
(e) The
term "Involuntary Termination" means the termination of the
employment of Employee (i) by the Savings Bank, without the
Employee's express written consent; or (ii) by the Employee by
reason of a material diminution of or interference with his duties,
responsibilities or benefits, including (without limitation) if the
termination of employment is within 30 days of any of the following
actions unless consented to in writing by the Employee: (1) a
requirement that the Employee be based at any place other than
Nampa, Idaho, or within a radius of 35 miles from the location of
the Savings Bank's administrative offices as of the Commencement
Date, except for reasonable travel on Company or Savings Bank
business; (2) a material demotion of the Employee; (3) a material
reduction in the number or seniority of personnel reporting to the
Employee or a material reduction in the frequency with which, or in
the nature of the matters with respect to which such personnel are
to report to the Employee, other than as part of a Savings Bank- or
Company-wide reduction in
staff; (4) a
reduction in the Employee's salary or a material adverse change in
the Employee's perquisites, benefits, contingent benefits or
vacation, other than as part of an overall program applied
uniformly and with equitable effect to all members of the senior
management of the Savings Bank; (5) a material permanent increase
in the required hours of work or the workload of the Employee; or
(6) any purported termination of the Employee's employment, except
for Termination for Cause (and, if applicable, the requirements of
Section 1(f) hereof), which purported termination shall not be
effective for purposes of this Agreement. The term "Involuntary
Termination" does not include Termination for Cause, retirement or
suspension or temporary or permanent prohibition from participation
in the conduct of the Savings Bank's affairs under Section 8 of the
Federal Deposit Insurance Act ("FDIA").
(f) The
terms "Termination for Cause" and "Terminated for Cause" mean
termination of the employment of the Employee because of the
Employee's personal dishonesty, incompetence, willful misconduct,
breach of a fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law,
rule, or regulation (other than traffic violations or similar
offenses) or final cease-and-desist order, or material breach of
any provision of this Agreement. No act or failure to act by the
Employee shall be considered willful unless the Employee acted or
failed to act with an absence of good faith and without a
reasonable belief that his action or failure to act was in the best
interest of the Company or the Savings Bank. The Employee shall not
be deemed to have been Terminated for Cause unless and until there
shall have been delivered to the Employee a copy of a resolution,
duly adopted by the
|
