Form of Executive Employment Agreement

EXHIBIT 10.1

Form of Executive Employment Agreement

      This Executive Employment Agreement (this “ Agreement ”) by and between Home Federal Holdings Corporation, a Georgia corporation (the “ Company ”), and Clyde A. McArthur (the “ Executive ”, and, together with the Company, the “ Parties ”), is entered into and effective as of                      , 2008 (the “ Effective Date ”).

      Whereas , the Company desires to employ the Executive as President and Chief Executive Officer, and the Executive desire to accept said employment by the Company;

      Whereas, the Company is in the process of organizing a new bank to be named “Home Federal Bank” (the “ Bank ”);

      Whereas, the Company and the Executive have entered into this Agreement in contemplation of the organization of the Bank, the agreements and covenants contained herein are intended to inure to the benefit of the Bank, following the organization of the Bank this Agreement will be assigned by the Company to the Bank pursuant to the terms hereof, and thereafter the Bank will possess all of the rights and obligations originally inuring to the Company hereunder;

      Whereas , the Executive’s position is a position of trust and responsibility with access to Confidential Information, Trade Secrets, and information concerning employees and customers of the Company, all of which are valuable assets of the Company and may not be used for any purpose other than the Company’s Business;

      Whereas , the Company has agreed to employ the Executive upon the terms and conditions of this Agreement in exchange for the Executive’s compliance with the terms of this Agreement;

      Now, Therefore , in consideration of the mutual covenants and agreements set forth herein, it is agreed:

1. Employment & Duties.

     A. The Company shall employ the Executive as President and Chief Executive Officer in accordance with the terms and conditions set forth in this Agreement. The Executive accepts employment on the terms and conditions set forth herein. The Executive shall report to the Board.

     B. The Executive shall have those duties (the “ Duties ”) assigned to, or normally associated with, the Executive’s position and

such other duties as may otherwise be assigned to the Executive by the Board from time to time.

     C. The Executive agrees that the Executive shall at all times faithfully and to the best of the Executive’s ability and experience perform all of the duties that may be required of the Executive pursuant to the terms of this Agreement. The Executive shall devote the Executive’s full business time to the performance of the Executive’s obligations hereunder. The Executive shall not render to others any service of any kind for compensation or engage in any activity which conflicts or interferes with the performance of the Executive’s obligations under this Agreement without the express written consent of the Board.

     D. Upon the organization of the Bank, the Executive shall serve as President and Chief Executive Officer of the Bank and report to the Board of Directors of the Bank.

2. Compensation.

     A.  Base Salary . During the term of this Agreement, the Company shall pay to the Executive an annual base salary (the “ Base Salary ”), subject to all applicable withholdings. The initial annual base salary shall be $150,000. The Executive’s Base Salary may be increased (but not decreased) annually at the discretion of the Board. The Executive’s Base Salary shall be paid to the Executive in accordance with the Company’s normal payroll practices (but not less than frequently than monthly).

     B.  Performance Related Bonus. During the term of this Agreement, the Executive shall be eligible to receive a performance-related bonus determined annually by the Board based on performance goals set annually by the Board (the “Performance-Related Bonus”); provided, however, that the Executive is only entitled to the Performance-Related Bonus if the Bank has a CAMELS rating of 1 or 2 for the year to which the Performance-Related Bonus relates. The Performance-Related Bonus shall be subject to all applicable withholdings and paid to the Executive at the time bonuses are generally paid to other similarly-situated executives in accordance with the Company’s policies and practices as set by the Board but in no event later than the 15th day of the third month following the end of the calendar year to which the Performance-Related Bonus relates.

     C.  Pension, Welfare & Fringe Benefits . The Executive shall be entitled to participate in each “employee welfare benefit plan” (within the meaning of ERISA §3(1)), each “employee pension benefit plan” (within the meaning of ERISA §3(2)), and each “specified fringe benefit plan” (within the meaning of Code §6039D) sponsored or maintained by the Company generally from time to time, subject to the terms and conditions of such plans and programs. The Company shall pay the full cost of medical coverage for Executive and Executive’s spouse and dependents, if any, as such coverage may be changed from time to time for employees generally, which shall be paid not less frequently than monthly, or, as an alternative, to the extent the Company does not sponsor or maintain such a health insurance plan, the Company may elect to pay Executive cash in lieu of such coverage in an amount equal to Executive’s reasonable after-tax cost of obtaining such health insurance

coverage, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company (but not less frequently than monthly) for the period during which such cash payments are to be provided. The Executive shall also be entitled to any “fringe benefit” (within the meaning of Code §132) which is generally provided to the Company, subject to the rules in effect regarding participation in such benefit arrangement. In addition, the Executive shall be entitled to paid vacation in accordance with the Company’s vacation policies as they may exist from time to time, which in the case of the Executive shall include four weeks of non-cumulative annual vacation during the term of this Agreement.

     D.  Business Expenses; Mobile Communication. The Company will reimburse the Executive for all reasonable ordinary and necessary business-related expenses incurred by the Executive in the performance of his duties under this Agreement, provided that the Executive presents invoices or vouchers for such expenses or other evidence thereof to the Company in accordance with the Company’s general reimbursement policy in effect for executives, promptly upon submission of such invoices or vouchers but in no event later than the last day of the calendar year following the calendar year in which the Executive incurs the reimbursable expense. In addition, the Company shall pay to the Executive a monthly allowance of $100 per month for the cost of mobile telephone, e-mail and other mobile communication services in accordance with the ordinary payroll practices of the Company (but not less frequently than monthly).

     E.  Automobile . The Company will provide the Executive with a monthly automobile allowance of $750.00 per month, payable in accordance with the ordinary payroll practices of the Company (but not less frequently than monthly). The Executive will maintain automobile insurance at all times on the automobile of no less than $250,000 per person and $500,000 per accident and provide proof of insurance to the Company.

     F.  Club Membership Dues. During the period of the Executive’s employment with the Company, the Company shall reimburse the Executive for dues and business related expenditures associate with membership in trade and professional associations and one single country club as selected by the Executive and approved by the Board. Subject to presentation of invoices or vouchers for such expenses or other evidence thereof to the Company in accordance with the Company’s general policies or guidelines in effect for such reimbursements, the Company will reimburse the Executive for all such amounts promptly on presentation of such invoices or vouchers but no later than the last day of the calendar year following the calendar year in which the Executive incurs the reimbursable expense. The Executive agrees to use the country club as entertainment for selective Bank clients.

     G.  Options . As soon as the Company establishes its stock incentive plan, the Company agrees to grant the Executive options to purchase 15,000 shares of the Company’s

common stock at the exercise price of $10.00 per share. The options will be issued and vest pursuant to the terms of a related stock option agreement. The options shall immediately vest in full upon a Change in Control. The options will have a term of 10 years, subject to earlier termination in connection with the Executive’s termination of employment with the Company.

3. Term & Termination.

     A.  Term . Subject to the provisions of this Section 3(A), the term of this Agreement shall commence on                      , 200___ and shall continue for a term of three years (the “ Initial Term ”). This Agreement shall be automatically extended and renewed on the same terms and conditions contained herein from year to year subsequent to the Initial Term (the “ Renewal Terms ”) unless either Party shall give the other written notice of his or its intention to terminate this Agreement at least 30 days prior to the expiration of the Initial Term or any subsequent Renewal Term. The term may be terminated prior to the end of its scheduled term upon the occurrence of any of the following events:

          (i) By the Company, upon the Executive’s death;

          (ii) By the Company, upon the Executive’s Disability which renders the Executive unable to perform the essential functions of the Executive’s job even with reasonable accommodation and which has continued for a period of 6 months;

          (iii) By mutual written agreement between the Executive and the Company;

          (iv) By the Company for Cause;

          (v) By the Company within 30 days of the receipt of any notice from DBF, FDIC or Federal Reserve with respect to any regulatory approval necessary for the formation and operation of the Bank either denying such approval or otherwise indicating that such approval will not be granted;

          (vi) By the Company, if the Bank is in default (as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, as amended (the “ FDIA ”);

          (vii) By the Company, if so directed by the OCC, at the time (a) the FDIC or the Resolution Trust Corporation enters into an agreement to provide assistance to or on behalf of the Bank under the authority contained in Section 13(c) of the FDIA, (b) the OCC approves a supervisory merger to resolve problems related to the operation of the Bank, or (c) when the Bank is determined by the OCC to be in an unsafe or unsound condition.

          (viii) By the Company without Cause. For this purpose, the phrase “without Cause” shall mean a termination by the Company at any time and for any reason not permitted pursuant to subsections A-G above.

     B.  Conditions to Employment . The obligation of the Company to employ the Executive on the Commencement Date or any date thereafter pursuant to the terms of this Agreement is conditioned upon approval of the Executive to serve under this Agreement by the OTC, FDIC, or any other regulatory agency having jurisdiction to over the Company or the Bank.

4. Post Termination Payment Obligations.

     A.  Termination by the Company for Cause . If this Agreement is terminated pursuant to Section 3A(iv), 3A(vi) or 3A(viii) of this Agreement, then (i) the Executive shall be entitled to receive no further compensation, (ii) the Company shall thereafter have no further obligations under this Agreement, and (iii) the Executive shall continue to be bound by Section 7 hereof and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement.

     B.  Mutually Agreed Termination . If this Agreement is terminated pursuant to Section 3A(iii) of this Agreement, the Executive shall be entitled to a parting compensation package, the terms of which to be mutually agreed upon by the Parties.

     C.  Termination by Death or Disability of the Executive. During the term of this Agreement, the Company will maintain and pay an annual premium in the estimated amount of $                      for the $500,000 level term life insurance policy on the life of the Executive providing the Executive the right to designate the beneficiary (the “ Life Insurance ”). If this Agreement is terminated pursuant to Section 3A(i) of this Agreement, then the proceeds from the Life Insurance shall constitute and satisfy all of the Company’s obligations to the Executive or his estate under this Agreement, and thereafter the Company shall have no further obligations under this Agreement. During the term of this Agreement, the Company will also obtain and maintain from the Georgia Bankers Association Insurance Trust, Inc. or other suitable carrier, for the benefit of the Executive, a long-term disability insurance plan that provides for, after a waiting period of 90 days, the benefits equal to 60% of the Executive’s current Base Salary (the “ Disability Insurance ”). If this Agreement is terminated pursuant to Section 3A(ii), of this Agreement, then the proceeds from the Disability Insurance shall constitute and satisfy all of the Company’s obligations to the Executive under this Agreement, and the Company shall have no further obligations under this Agreement. Nevertheless, the Executive shall, in the case of a termination, pursuant to Section 3A(ii), continue to be bound by Section 7 and all other post-termination obligations to which the Executive is subject, including, but not limited to, the obligations contained in this Agreement.

     D.  Termination by the Company Without Cause. If this Agreement is terminated pursuant to Section 3A(viii) of this Agreement, subject to Section 28 of this Agreement, then the Company shall pay to or provide to the Executive a single lump sum cash separation payment equal to the aggregate of the Executive’s then Base Salary plus the cost for the benefits required under Section 2C for the remaining term of this Agreement. Subject to Section 28 of this Agreement, the Company shall pay such amount in a single lump sum cash separation payment on the first business day that occurs following thirty (30) days after the termination of Executive’s employment, subject to the conditions set forth below.

These separation payments and benefits set forth in the preceding sentence shall constitute full satisfaction of the Company’s obligations under this Agreement. The Company’s obligation to make the separation payments and benefits in this subsection D shall be conditioned upon the Executive’s:

     1. Execution and expiration of the period to revoke, not later than thirty (30) days following the termination of the Executive’s employment, of a Separation and Release Agreement in a form approved by the Company whereby the Executive releases the Company and its affiliates, directors, officers and employees from any and all liability and claims of any kind; and

     2. Compliance with the provisions of Section 7 hereof and all post-termination obligations, including, but not limited to, the obligations contained in this Agreement; provided, that the “Restricted Period” for purposes of Section 7D hereof shall be reduced to the date of termination if Executive is terminated by the Company without cause.

The Company’s obligation to make the separation payments set forth in this subsection D shall terminate immediately upon any breach by the Executive of any post-termination obligations to which the Executive is subject.

     E. If this Agreement is terminated pursuant to Section 3A(v) of this Agreement, then the Executive shall be entitled to receive no further compensation and thereafter the Company shall have no further obligations under this Agreement.

5. Set Off.

     If the Executive has any outstanding obligations to the Company at the time this Agreement terminates for any reason, the Executive acknowledges that the Company is authorized to deduct any amounts owed to the Company from the Executive’s final paycheck and/or from any amounts that would otherwise be due to the Executive under Section 4 above. Notwithstanding the foregoing, this Section 5 shall not apply to loans made in the normal course of business by the Company or any subsidiary of the Company which are made in accordance with Regulation O.

6. Assets, Books & Records.

     The Executive agrees that all files, documents, records, customer lists, books and other materials or company equipment and assets which come into the Executive’s use or possession during the term of this Agreement and which are in any way related to the Company’s business shall at all times remain the property of the Company, and that upon request by the Company or upon the termination of this Agreement for any reason, the Executive shall immediately surrender to the Company all such property and copies thereof.

7. Restrictive Covenants.

     The Executive acknowledges that the restrictions contained in this Section 7 are reasonable and necessary to protect the legitimate business interests of the Company, and will not impair or infringe upon the Executive’s right to work or earn a living after the Executive’s employment with the Company ends.

      A.  Trade Secrets and Confidential Information . The Executive represents and warrants that: (i) the Executive is not subject to any legal or contractual duty or agreement that would prevent or prohibit the Executive from performing the Executive’s Duties for the Company or otherwise complying with this Agreement, and (ii) the Executive is not in breach of any legal or contractual duty or agreement, including any agreement concerning trade secrets or confidential information owned by any other party.

     The Executive agrees that the Executive will not: (1) use, disclose, or reverse engineer the Trade Secrets or the Confidential Information for any purpose other than the Company’s Business, except as authorized in writing by the Company; (2) during the Executive’s employment with the Company, use, disclose, or reverse engineer (a) any confidential information or trade secrets of any former employer or third party, or (b) any works of authorship developed in whole or in part by the Executive during any former employment or for any other party, unless authorized in writing by the former employer or third party; or (3) upon the Executive’s resignation or termination (a) retain Trade Secrets or Confidential Information, including any copies existing in any form (including electronic form), which are in the Executive’s possession or control, or (b) destroy, delete, or alter the Trade Secrets or Confidential Information without the Company’s written consent.

     The obligations under this subsection A shall: (I) with regard to the Trade Secrets, remain in effect as long as the information constitutes a trade secret under applicable law, and (II) with regard to the Confidential Information, remain in effect during the Restricted Period.

     The confidentiality, property, and proprietary rights protections available in this Agreement are in addition to, and not exclusive of, any and all other rights to which the Company is entitled under federal and state law, including, but not limited to, rights provided under copyright laws, trade secret and confidential information laws, and laws concerning fiduciary duties.

      B.  Non-Solicitation of Customers . During the Restricted Period, the Executive will not directly or indirectly solicit in the counties of Hall, Forsyth, Gwinnett, Barrow or Jackson (the “Territory”) any Customer of the Company for the purpose of providing any goods or services competitive with the Business. The restrictions set forth in this subsection B apply only to the Customers with whom the Executive had Contact.

      C.  Non-Recruit of the Executives . During the Restricted