EXHIBIT 10.9
HOME FEDERAL HOLDINGS CORPORATION
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (the
“Warrant Agreement”) is made and entered into effective
as of the ___ day of
, 20___by and between HOME FEDERAL HOLDINGS CORPORATION (the
“Company”), a bank holding company, and
[NAME] (the “Warrantholder”).
WHEREAS, the Warrantholder
was named as an organizing director of the Company or HOME
FEDERAL BANK, NATIONAL ASSOCIATION (the, “Bank”);
and
WHEREAS, in consideration for
his services as a director to the Company or the Bank, the Company
hereby grants warrants to the Warrantholder on the terms and
conditions hereinafter stated;
NOW, THEREFORE, this Warrant
Agreement is entered into by the Company and the Warrantholder with
the following terms:
1. Warrant .
The Company hereby grants to the
Warrantholder warrants (the “Warrants”) to purchase
shares (the “Shares”) of the common stock, $0.01 par
value (the “Common Stock”), of the Company in
accordance with the terms and subject to the restrictions
hereinafter set forth.
2. Termination .
The Warrants have been granted on the
date of this Warrant Agreement and shall terminate on
, 20___ [10 YEARS FROM GRANT DATE] unless sooner terminated
as follows (the “Termination Date”). The Warrants shall
terminate on the date that is 90 days from the date on which
the Warrantholder ceases to be an active officer, employee or
director of the Company other than by reason of his or her death or
disability and twelve months after the Warrantholder ceases being
an active officer, employee or director of the Company by reason of
his or her death or disability.
3. Exercise of Warrants .
The Warrants shall be exercised, in
whole or in part, by written notice directed to the Secretary of
the Company at the Company’s main office or at such other
address as the Company shall have notified the Warrantholder in
writing. Such written notice shall be accompanied by payment in
full in cash for the number of Shares specified in such written
notice. In the event of the Warrantholder’s death or mental
incapacity, the Warrants may be exercised by the
Warrantholder’s personal representative. No fractional shares
will be issued upon exercise of Warrants, but the Company will pay
the cash value of any fractional shares otherwise issuable.
4. Vesting .
The Warrants shall vest and be
exercisable as follows:
| |
|
|
|
|
| |
|
Percentage |
| |
|
of Total |
|
Date |
|
Warrants Granted |
|
First Anniversary
of the Date Hereof
|
|
|
33 1/3 |
% |
|
Second Anniversary
of the Date Hereof
|
|
|
66 2/3 |
% |
|
Third Anniversary
of the Date Hereof
|
|
|
100 |
% |
Notwithstanding the foregoing, all
unvested Warrants shall become immediately vested and exercisable
if the Warrantholder dies or becomes permanently disabled.
5. Warrant Price .
The price per share at which Shares
may be purchased pursuant to exercise of the Warrants (the
“Warrant Price”) shall be $10.00 (which amount has been
determined by the Board to be the fair market value per share of
the Common Stock on the date that these Warrants are
granted).
6. Exercise or Forfeiture of Warrants Upon Certain
Conditio
