HMN FINANCIAL, INC.
AGREEMENT WITH SENIOR EXECUTIVE OFFICER
TO AMEND CERTAIN BENEFIT PLANS OF THE COMPANY
THIS AGREEMENT is
entered into as of the 23 rd day of December, 2008 (the “Effective
Date”), by and between HMN Financial, a Minnesota corporation
(the “Company”), and the senior executive officer of
the Company named below (the “SEO”).
WHEREAS, the
Company has entered or will enter into a Securities Purchase
Agreement with the United States Department of Treasury (the
“Securities Purchase Agreement”) as part of the Capital
Purchase Program under the Emergency Economic Stabilization Act of
2008 (“EESA”);
WHEREAS, pursuant
to Section 1.2(d)(iv) of the Securities Purchase Agreement,
the Company is required to amend its “Benefit Plans”
with respect to its “Senior Executive Officers” (as
such terms are defined in the Securities Purchase Agreement) to the
extent necessary to comply with Section 111 of EESA;
and
WHEREAS, the
applicable “Benefit Plans” are the plans in which any
Senior Executive Officer participates, or is eligible to
participate, and the agreements to which any Senior Executive
Officer is a party, that either: (i) provide for incentive or
bonus compensation based on the achievement of performance goals
tied to or affected by the Company’s financial results
(“Financial Performance Plans”) or (ii) provide
for payments or benefits upon an “applicable severance from
employment” within the meaning of EESA (“Involuntary
Separation Pay Arrangements”).
WHEREAS, pursuant
to action of the Board of Directors, each Financial Performance
Plan and Involuntary Separation Pay Arrangement is amended
effective as of the date of entry into the Securities Purchase
Agreement to the extent necessary to comply with Section 111
of EESA; and
WHEREAS, in
consideration of the benefits which the SEO will receive as a
result of the Company’s entering into the Securities Purchase
Agreement, the SEO desires to consent to such amendment of the
Financial Performance Plans and Involuntary Separation Pay
Arrangements in which the SEO participates by entering into this
Agreement.
NOW, THEREFORE,
the Company and the SEO hereby agree as follows:
