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.
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"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.
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"Bank" means
Home Federal Bank or any successor as provided for in Article VII
hereof.
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"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.
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"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.
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"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.
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"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.
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"Employer"
means the Bank or a Subsidiary or a Parent which has adopted the
Plan pursuant to Article VI hereof.
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"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.
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"Holding
Company" means Home Federal Bancorp, Inc., the Parent of the
Bank.
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"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.
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"Parent" means
any corporation which holds a majority of the voting power of the
outstanding shares of the Bank's common stock.
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"Participant"
means an Employee who meets the eligibility requirements of Article
III.
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"Payment" means
the payment of severance compensation as provided in Article IV
hereof.
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"Plan" means
the Home Federal Bank Employee Severance Compensation
Plan.
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"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.
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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