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HOME FEDERAL BANK AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN

Executive Compensation Plan Agreement

HOME FEDERAL BANK AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN | Document Parties: HOME FEDERAL BANCORP, INC. | HOME FEDERAL BANK You are currently viewing:
This Executive Compensation Plan Agreement involves

HOME FEDERAL BANCORP, INC. | HOME FEDERAL BANK

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Title: HOME FEDERAL BANK AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN
Date: 2/6/2009
Industry: SandLs/Savings Banks     Sector: Financial

HOME FEDERAL BANK AMENDED AND RESTATED EMPLOYEE SEVERANCE COMPENSATION PLAN, Parties: home federal bancorp  inc. , home federal bank
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EXHIBIT 10.7

 

HOME FEDERAL BANK

AMENDED AND RESTATED

EMPLOYEE SEVERANCE COMPENSATION PLAN

 

PLAN PURPOSE

 

The purpose of Home Federal Bank Employee Severance Compensation Plan (the "Plan") is to assure for Home Federal Bank (the "Bank") the services of the Employees in the event of a Change in Control of Home Federal Bancorp, Inc. (the "Holding Company") or the Bank. The benefits contemplated by the Plan recognize the value to the Bank of the services and contributions of the eligible Employees and the effect upon the Bank resulting from uncertainties relating to continued employment, reduced employee benefits, management changes and employee relations that may arise if a Change in Control occurs or is threatened. The Bank's and the Holding Company's Boards of Directors believe that it is in the best interests of the Bank and the Holding Company to provide eligible Employees with such benefits in order to defray the costs and changes in employee status that could follow a Change in Control. The Boards of Directors believe that the Plan will also aid the Bank in attracting and retaining highly qualified individuals who are essential to its success and that the Plan's assurance of fair treatment of the Bank's employees will reduce the distractions and other adverse effects on Employees' performance if a Change in Control occurs or is threatened.

 

ARTICLE I

ESTABLISHMENT OF PLAN

 

1.1 Establishment of Plan

 

As of the Effective Date, the Bank hereby establishes a severance compensation plan to be known as the "Home Federal Bank Employee Severance Compensation Plan." The purposes of the Plan are as set forth above.

 

1.2 Applicability of Plan

 

The benefits provided by this Plan shall be available to all Employees, who, at or after the Effective Date, meet the eligibility requirements of Article III. The Plan shall not apply to any Employee whose employment was terminated prior to the Effective Date.

 

1.3 Contractual Right to Benefits

 

This Plan establishes and vests in each Participant a contractual right to the benefits to which each Participant is entitled hereunder, enforceable by the Participant against the Employer.

 

ARTICLE II

DEFINITIONS AND CONSTRUCTION

 

2.1 Definitions

 

Whenever used in the Plan, the following terms shall have the meanings set forth below.

 

(a)  

"Annual Compensation" of a Participant means and includes all wages, salary, bonus, and incentive compensation (other than stock based compensation), paid (including accrued amounts) by the Employer as consideration for the Participant's services during the twelve (12) months ended the date as of which Annual Compensation is to be determined, which are or would be includable in the gross income of the Participant receiving the same for federal income tax purposes.

 

(b)  

"Bank" means Home Federal Bank or any successor as provided for in Article VII hereof.

 

 



 

(c)  

"Change in Control," for purposes of determining under the Plan whether there has been a change in control of the Bank or the Holding Company, means (1) an event of a nature that results in the acquisition of control of the Holding Company or the Bank within the meaning of the Savings and Loan Holding Company Act under 12 U.S.C. Section 1467a and 12 C.F.R. Part 574 (or any successor statute or regulation) or requires the filing of a notice with the Federal Deposit Insurance Corporation under 12 U.S.C. Section 1817(j) (or any successor statute or regulation); (2) an event that would be required to be reported in response to Item 1 of the current report on Form 8-K, as in effect on the Effective Date, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"); (3) any person (as the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities of the Holding Company or the Bank representing 25% or more of the combined voting power of the Holding Company's or the Bank's outstanding securities; (4) individuals who are members of the board of directors of the Holding Company immediately following the Effective Date or who are members of the board of directors of the Bank immediately following the Effective Date (in each case, the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequently 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 Holding Company's or the Bank's stockholders was approved by the nominating committee serving under an Incumbent Board, shall be considered a member of the Incumbent Board; or (5) consummation of a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of the Holding Company or a similar transaction in which the Holding Company is not the resulting entity, or a transaction at the completion of which the former stockholders of the acquired corporation become the holders of more than 40% of the outstanding common stock of the Holding Company and the Holding Company is the resulting entity of such transaction; provided that the term "Change in Control" shall not include an acquisition of securities by an employee benefit plan of the Bank or the Holding Company.

 

(d)  

"Continuous Employment" means the absence of any interruption or termination of service as an Employee of the Bank or an affiliate. Service shall not be considered interrupted in the case of sick leave, military leave or any other leave of absence approved by the Bank or in the case of transfers between payroll locations of the Bank or between the Bank, its Parent, its Subsidiary or its successor.

 

(e)  

"Effective Date," as to Employees of an Employer, means the date the Plan is approved by the Board of Directors of the Bank, or such other date as the Board shall designate in its resolution approving the Plan.

 

(f)  

"Employee" means an individual employed by the Employer on a full-time basis, excluding any executive officer of the Employer who is covered by an employment contract or a change in control severance agreement with the Employer.

 

(g)  

"Employer" means the Bank or a Subsidiary or a Parent which has adopted the Plan pursuant to Article VI hereof.

 

(h)  

"Expiration Date" means the date fifteen (15) years from the Effective Date unless earlier terminated pursuant to Section 8.2 or extended pursuant to Section 8.1.

 

(i)  

"Holding Company" means Home Federal Bancorp, Inc., the Parent of the Bank.

 

(j)  

"Just Cause," with respect to termination of employment, means an act or acts of personal dishonesty, incompetence, willful misconduct, breach of 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. In determining incompetence, acts or omissions shall be measured against standards generally prevailing in the financial services industry.

 

(k)  

"Parent" means any corporation which holds a majority of the voting power of the outstanding shares of the Bank's common stock.

 

(l)  

"Participant" means an Employee who meets the eligibility requirements of Article III.

 

 



 

(m)  

"Payment" means the payment of severance compensation as provided in Article IV hereof.

 

(n)  

"Plan" means the Home Federal Bank Employee Severance Compensation Plan.

 

(o)  

"Subsidiary" means any corporation in which the Bank, directly or indirectly, holds a majority of the voting power of its outstanding shares of capital stock.

 

2.2 Applicable Law

 

To the extent not preempted by the laws of the United States as now or hereafter in effect, the laws of the State of Idaho shall be the controlling law in all matters relating to the Plan.

 

The Plan neither requires nor establishes an ongoing administrative system for its effect or operation. Payments under the Plan are precipitated by a single event, a Change in Control, which event is the sole focus of the Plan. Consequently, it is intended that the Plan shall not be covered by or be subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA").

 

2.3 Severability

 

If a provision of this Plan shall be held illegal or invalid, th


 
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