HOMEFEDERAL BANK AMENDEDAND RESTATED EMPLOYEESEVERANCE COMPENSATION PLAN PLANPURPOSE

(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.

(a)  

The Employer reduces the Participant's base salary or rate of compensation as in effect immediately prior to the Change in Control, or as the same may have been increased thereafter.

(b)  

The Employer requires the Participant to change the location of the Participant's job or office, so that such Participant will be based at a location more than thirty-five (35) miles from the location of the Participant's job or office immediately prior to the Change in Control, provided that such new location is not closer to Participant's home.

(c)  

The Employer materially reduces the benefits and perquisites, taken as a whole, available to the Participant immediately prior to the Change in Control; provided, however, that a material reduction on a nondiscriminatory basis in the benefits and perquisites generally provided to all employees of the Bank that does not reduce a Participant's Annual Compensation shall not trigger a Payment.

(d)  

A successor bank or company fails or refuses to assume the Bank's obligations under this Plan, as required by Article VII.

(e)  

The Bank or any successor company breaches any other provisions of the Plan.

(f)  

The Employer terminates the employment of a Participant at or after a Change in Control other than for Just Cause.

(a)  

Each Participant entitled to a Payment under this Plan shall receive from the Employer a lump sum cash payment equal to Monthly Compensation totaling (i) 12 months if the Participant was an Executive or a Senior Vice President; (ii) 3 months plus 0.25 months for each year of continuous employment, not to exceed 6 months in the aggregate, if the Participant was an Officer other than an Executive or a Senior Vice President; or (iii) 0.25 months for each year of continuous employment if the Participant was not an Officer, not to exceed 6 months in the aggregate.

 

For purposes of this Section 4.3(a): (i) the Participant's years of service (including partial years rounded up to the nearest full month) are computed from the Employee's date of hire through the date of termination; (ii) "Monthly Compensation" of a Participant means such Participant's Annual Compensation divided by twelve (12); and (iii) “Officer” means a Participant who was an Executive Vice President, a Senior Vice President or a Vice President on the date of the Change in Control.

(b)  

Notwithstanding the provisions of (a) above, if a Payment to a Participant who is a "disqualified individual" shall be in an amount which includes an "excess parachute payment," the payment hereunder to that Participant shall be reduced to the maximum amount which does not include an "excess parachute payment." The terms "disqualified individual" and "excess parachute payment" shall have the same meaning as defined in Section 280G of the Internal Revenue Code of 1986, as amended, or any successor section of similar import. The Participant shall not be required to mitigate damages on the amount of the Payment by seeking other employment or otherwise, nor shall the amount of such Payment be reduced by any compensation earned by the Participant as a result of employment after termination of employment with an Employer.