HOME BANK 2005 DIRECTORS? DEFERRAL PLAN

EXHIBIT 10.1 HOME BANK 2005 DIRECTORS’ DEFERRAL PLAN     The Board of Directors (the “Board”) of Home Bank (the “Bank”) on December 22, 2008, has approved the adoption of the Home Bank 2005 Directors’ Deferral Plan (hereinafter referred to as the “Benefit Plan”) effective as of January 1, 2005, to allow eligible Directors (as defined below) the opportunity to participate in the Benefit Plan and defer all or a portion of their directors’ fees in accordance herewith.   It is the intent of the Bank that this Benefit Plan be considered an unfunded arrangement maintained primarily to provide supplemental retirement benefits and to be considered a non-qualified benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  

  Eligibility to participate in the Benefit Plan shall be open to employee and non-employee members of the Board of Directors of the Bank who are selected by the Board of Directors and designated in resolutions of the Board to become a participant in this Benefit Plan (hereinafter referred to as a “Director”).  

  A.        Beneficiary:   A Director shall have the right to name a Beneficiary of the death benefit as described in Paragraph IX hereinbelow. The Director shall have the right to name such Beneficiary at any time prior to the Director’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the form provided. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Director may change the Beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original Beneficiary designation and shall automatically supersede the existing Beneficiary form on file with the Plan Administrator.   If the Director names someone other than his or her spouse as a Beneficiary, a spousal consent, in the form designated by the Plan Administrator, must be signed by that Director’s spouse and returned to the Plan Administrator.   If the Director dies without a valid Beneficiary designation on file with the Plan Administrator, the death benefits shall be paid to the Director’s spouse, or if none, to his estate. 1

If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit.  Any distribution of a benefit shall be a distribution for the account of the Director and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.  

  “Disability” shall mean a Director (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Bank (or would have received such benefits for at least three months if the Director had been eligible to participate in such plan).   D.        Fees:   The Fees eligible to be deferred under this Benefit Plan shall be any and all amounts paid to the Director for the Director’s services as a director, including, but not limited to, annual fees, meeting fees, and committee fees. The Fees deferred under this Benefit Plan shall be credited to an account established for the Director, subject to the election requirement of Paragraph IV.   E.         Plan Year:   A “Plan Year” shall mean January 1st through December 31st.   F.         Separation from Service:   “Separation from Service” shall mean a termination of the Director’s services (whether as an employee or as an independent contractor) to the Bank (including companies which are deemed to be part of a controlled group of corporations with the Bank for purposes of Treasury Regulation §1.409A-1(h)) for any reason other than death or Disability.  Whether a Separation from Service has occurred shall be determined in accordance with the requirements of Section 409A of the Code based on whether the facts and circumstances indicate that the Company, the Bank and the Director reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Director would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period. 2

  “Specified Employee” shall mean a key employee as defined in Section 416(i) of the Code (without regard to Section 416(i)(5) of the Code) and as otherwise defined in Section 409A of the Code and the regulations thereunder.   III.       DEFERRALS   A Director may elect to defer up to one hundred percent (100%) of the Director’s Fees each year while rendering services to the Bank as a director.   IV.       DEFERRAL AND PAYMENT ELECTIONS   With respect to each Plan Year in which a Director desires to defer Fees, the Director shall file a deferral election form for the Fees to be deferred.  Such form shall be filed with the Plan Administrator no later than the end of the Plan Year immediately preceding the Plan Year during which services will be performed for Fees deferred, and is effective only to defer Fees that have not yet been earned by the Director.   Deferral elections, once made, are irrevocable for the Plan Year in which the Fees are to be deferred.  At the time of a Director’s initial deferral election, such Director shall also elect the time and form of payment of his Director Deferred Compensation Account (i.e., lump sum or a number of annual installments not to exceed ten (10) annual installments), on a form provided by the Bank.   A.         Initial Deferral Election(s):   Upon notification of eligibility to participate in this Benefit Plan during the initial Plan Year, and if the Director elects to defer Fees, the Director shall deliver to the Plan Administrator:   (a)           a deferral election form, signed and dated;   (b)           a Beneficiary form, signed and dated; and   (c)           a payment election form, signed and dated.   The Director shall deliver such forms to the Plan Administrator within thirty (30) days of notification of eligibility, and shall set forth on the forms the amount of fees to be deferred. 3

B.           Transitional Elections Prior to 2009.  On or before December 31, 2008, if a Director wishes to change his payment election with respect to amounts previously deferred, the Director may do so by completing a payment election form approved by the Plan Administrator, provided that any such election (i) must be made at least 12 months before the date on which benefit payments due to a Separation from Service or upon a fixed date are scheduled to commence, (ii) must be made before the Director has a Separation from Service or a termination of employment or service due to death or Disability, (iii) shall not take effect before the date that is 12 months after the date the election is made and accepted by the Plan Administrator with respect to payments to be made due to a Separation from Service or upon a fixed date, (iv) does not cause a payment that would otherwise be made in the year of the election to be delayed to a later year, and (v) does not accelerate into the year in which the election is made a payment that is otherwise scheduled to be made in a later year.   C.           Changes in Payment Elections after 2008.  On or after January 1, 2009, if a Director wishes to change his payment election, the Director may do so by completing a payment election form approved by the Plan Administrator, provided that any such election (1) must be made at least 12 months before the date on which benefit payments due to a Separation from Service or upon a fixed date are scheduled to commence, (2) must be made before the Director has a Separation from Service or a termination of service due to death or Disability, (3) shall not take effect before the date that is 12 months after the date the election is made by the Director and accepted by the Plan Administrator, and (4) for payments to be made other than upon death or Disability, must provide an additional deferral period of at least five years from the date such payment would otherwise have been made (or in the case of any installment payments treated as a single payment, five years from the date the first amount was scheduled to be paid).  For purposes of this Benefit Plan and clause (4) above, all installment payments under this Benefit Plan shall be treated as a single payment.   V.        CREDITS   The Bank shall establish a bookkeeping account for each Director (hereinafter referred to as the “Deferred Compensation Account”) which shall be credited on the dates such Fees would otherwise have been paid with the percentage that the Director elected to have deferred on the deferral election form, in addition to any Bank contributions made to the Benefit Plan.  

  Investment earnings on the Director’s Deferred Compensation Account shall be calculated at an annual fixed interest rate equal to the interest rate for the two year Treasury Bill as published in the Wall Street Journal on the first Thursday of December to be applied for the subsequent plan year.  Should the first Thursday in December be a holiday, the rate in effect as of the first previous Friday (or the next day prior to that which is not a holiday) will be the rate used.  Earnings will be calculated and credited on the Bank’s books monthly. Each Director’s Deferred Compensation Account will be created at the Bank and will be credited with the earning rate as stated herein or as set by the Board each year. This rate will be applied to the entire average daily balance in the Director’s Deferred Compensation Account, calculated as of the end of each month, using the actual number of days per month and 365 days annually. For the 2005, 2006, 2007 and 2008 Plan Years, the fixed crediting rate was 3.04%, 4.45%, 4.58% and 3.03%, respectively.  For the Plan Year beginning January 1, 2009, the fixed crediting rate will be 0.82%. 4

VII.     PAYMENT OF THE DIRECTOR’S DEFERRED COMPENSATION A.           Payment of the Director’s Deferred Compensation Account:   At all times, each Director shall be one hundred (100%) vested in the Director’s Deferred Compensation Account. Each Director (or his Beneficiary in the event of the Director’s death) shall be entitled to payment of his Deferred Compensation Account as of the earliest to occur of the following events selected by a Director on his deferral election form (hereinafter “Director Elected Event”), unless one of the events specified in Paragraphs VII.B or VIII.A. occurs first:  

  All such deferred compensation, together with interest thereon, shall be payable to such Director or his/her Beneficiary in a single cash lump-sum payment, within