Exhibit 10.1


HOME
FEDERAL BANK


EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 2nd day of July, 2007,
contemporaneously with the Change-in-Control Agreement, by and between HOME
FEDERAL BANK, a South Dakota corporation (hereinafter referred to as the “Bank”),
P. O. Box 5000, Sioux Falls, South Dakota 57117-5000 and Curtis L. Hage.


RECITALS


	
  

  	
  A.

  	
  The Employee is
  currently serving as Chairman and CEO.

  
	
   

  	
  B.

  	
  The Board of Directors
  of the Bank recognizes the important service that the Employee provides and
  will continue to provide for the Bank.

  
	
   

  	
  C.

  	
  The Board of Directors
  of the Bank has approved and authorized the execution of this Agreement with
  the Employee to take effect as stated herein.

  
	
   

  	
  D.

  	
  The Board of Directors
  of the Bank has approved and authorized the execution of a Change-in-Control
  Agreement with the Employee on contemporaneous basis with this Agreement.

  



 


 


COVENANTS


NOW,
THEREFORE, in consideration of the foregoing and of the respective covenants
and agreements of the parties herein contained and further contained in the
Change-in-Control Agreement between the parties executed contemporaneously
herewith, the parties agree as follows:


1.     Term:


This agreement shall commence on the date herein and
shall continue in effect through June 30, 2008, provided, however,  that
commencing on July 1, 2008 and on each July 1 thereafter, the term of this
agreement shall automatically be extended for one additional year unless, no
later than by March 31, the Bank or the Employee shall have given notice that
it does not wish to extend this agreement. 
If the Employee gives such Notice of Non-extension the Employee’s Change-in-Control
Agreement shall terminate when this agreement terminates.


2.     Employment


The Employee
serves as Chairman and CEO of the Bank and shall have all such authority,
powers, duties, and responsibilities as may be given to the Employee from time
to time by the Board of Directors.  The
Employee shall devote substantially all of the Employee’s working time and
efforts to the affairs of the Bank.


3.     Compensation


(a)   The Bank shall pay the
Employee a base salary at a rate of no less than THREE HUNDRED THIRTY-FOUR
THOUSAND AND 00/100 DOLLARS ($334,000) per year during the term of this
Agreement upon the same frequency and on the same basis that that Bank normally
makes salary payments to other Employee personnel.  Appropriate adjustments will be made to the
Employee’s base salary giving consideration to the value of the Employee’s
services and to comparable adjustments to salaries paid to other executive
employees of the Bank.


(b) The Employee shall
participate in the same manner as other executives in the Bank’s executive
incentive plans.


4.     Benefits


The Bank shall provide
Employee, in addition to the base salary, all benefits made available to other
officers of the Bank as described in the Bank’s benefit plan(s) including, but
not limited to













group
term life insurance, group medical, dental and disability coverage, paid
Personal Time Off (PTO), and retirement.


5.     Termination


	
  (a)

  	
  Termination for Cause.  The
  Bank shall have the right to immediately discharge Employee for cause.  Cause shall include:

  
	
  (i)

  	
  Material violation of a law or regulation which:

  
	
   

  	
  (a) Governs the Employee’s conduct as an officer of
  the Bank; or

  
	
   

  	
  (b) In the reasonable opinion of the Bank affects
  the Employee’s fitness to serve in his/her position;

  
	
  (ii)

  	
  Substantial neglect of the Employee’s duties;

  
	
  (iii)

  	
  Action or inaction, which materially and adversely
  impacts the Bank’s safety, soundness, security, assets, customers or
  employees;

  
	
  (iv)

  	
  Dishonesty of a material nature;

  
	
  (v)

  	
  Failure to comply with Bank material rules,
  regulations or policies;

  
	
  (vi)

  	
  Engaging in personal conduct which, when considering
  the Employee’s position with the Bank, would materially detract from its
  business reputation in the community served; and

  
	
  (vii)

  	
  Material breach
  of any material covenant or condition of this Agreement;

  
	
  (viii)

  	
  Willful and
  material misconduct.

  



 


Nothing in this provision
shall prevent the Bank from putting the Employee on a paid or unpaid
administrative leave during the pendency of criminal charges against the
Employee, during an investigation (internal or otherwise) into any suspected
misconduct or illegal conduct of the Employee, or for any other reason deemed
appropriate in the reasonable discretion of the Bank.  Nothing in this provision shall prohibit the
Bank from reasonably disciplining the Employee for wrongdoing or misconduct in
a manner that does not result in termination. 
Discipline or discharge under this section shall be preceded by a fair
and complete investigation, including an opportunity for Employee to provide
information which he/she deems relevant.


(b)       Termination
Without Cause.  Employee’s employment under this Agreement may be
terminated without cause at any time upon sixty (60) days written notice to
Employee.


Employee may terminate this
Agreement at any time upon sixty (60) days written notice to the Chair of the
Bank’s Personnel/Compensation/Benefits Committee.


(c)       Absenteeism.  If the Employee is
absent from work in partial-day or full-day increments for any reason, including
but not limited to illness or injury, for a period of time or in a manner that
materially affects the functioning of the Employee’s department or of the
Employee’s direct or indirect reports, the Bank may, in its reasonable
discretion, terminate the Employee’s employment with the Bank without prior
notice; provided, however, that absence resulting from approved/excused
extended vacation, and/or leave of absence and/or temporary relocation will not
be considered grounds for termination. 
Nothing in this absenteeism provision shall relieve the Bank from
fulfilling any duties it may have under the Americans with Disabilities Act,
any applicable State Human Rights Act, the Family Medical Leave Act, or any
other applicable law or regulation.


(d)       Death.  The Employee’s
employment hereunder shall terminate automatically upon the Employee’s
death.  Such termination shall be
effective the last day of the month in which the Employee’s death occurs.


(e)       Severance Terms.  Upon termination of
Employee’s employment under this section, Employee shall forfeit all rights to
future compensation under Section 3, provided, however, that if employment is
terminated as a result of Employee’s death, compensation under section 3(b)
will not be forfeited, and will be payable to Employee’s Estate/heirs in accord
with the terms of the Bank’s executive incentive plans.  Except where termination follows a change in
control, as defined in Employee’s Change in Control Agreement, Employee shall
receive the following amounts, except to the extent previously paid by the Bank
to Employee, as full payment, compromise and settlement













of
all non-vested compensation, and as additional consideration for the
restrictive covenants contained in this Agreement:


(ix) In the event the Employee’s employment is terminated by the
Bank for cause, the Bank shall pay the Employee the Employee’s full salary
through the date of termination for cause, at the rate in effect at the time of
notice of termination, and the Bank shall thereafter have no further obligation
to the Employee under this Agreement;


(x)  In the event Employee’s employment is terminated by the
Bank without cause, other than by reason of absenteeism or death, the Employee
shall be paid the Employee’s full salary through the date of termination and in
addition, shall be paid each month for twelve months one-twelfth of the total
of:  (a) Employee’s monthly salary in
effect at the time of termination times the number of months remaining until
expiration of Employee’s employment agreement plus (b) an amount equal to one
year’s annual base salary. 
Notwithstanding the above, if the Bank determines that the payments
described above are subject to 409A(a)(2)(B)(i) of the Internal Revenue Code of
1986, as amended (or a successor provision), the payments described above shall
be delayed until the first day following the sixth month anniversary of the
Employee’s termination, and the first payment shall include the six total
amount of the six delayed payments plus the seventh monthly payment.  (Payments under this subparagraph will be
conditioned upon compliance with paragraph 6 below — Agreement Not to Compete —
and any payments made under this subparagraph must be returned to the Bank if
the employee violates the non-compete provisions contained in paragraph 6.);


(xi) In the event the Employee’s
employment is terminated by the Bank because of absenteeism resulting from the
Employee’s mental or physical incapacity (as defined by the Bank’s Disability
Plan), the Bank will pay the Employee through the last day of the month in
which the Employee is terminated plus an amount equal to three (3) month’s base
salary;


(xii) In the event of Employee’s death,
the Bank shall pay the Employee’s spouse, beneficiary, or the Employee’s
estate, the Employee’s then current salary through the last day of the month in
which such death occurs; and


(xiii) In the event Employee’s employment is terminated by
Employee, and if the Employee provides written notice as required in Section
5(b), the Bank shall pay the Employee’s current salary through the month of
termination and one additional month’s salary. 
Failure to give such notice shall result in forfeiture of accrued PTO
and the Employee shall be paid only through the last day worked.


Compensation following a
change in control, as defined in Employee’s Change in Control Agreement, shall
be governed by the terms of that Agreement.


6.     Agreement Not to Compete


Employee
agrees that during the term of the Employee’s employment hereunder and for a
period of one (1) year after termination of this agreement by the Employee or
by the Bank “without cause” per paragraph 5(b), he/she will not:  either directly or indirectly, on the
Employee’s own behalf or as a partner, officer, employee, consultant,
stockholder (except by ownership of less than 1% of the outstanding stock of a
publicly held corporation, or the ownership does not involve any managerial or
operation responsibility), director or trustee of any person, firm, or
corporation or otherwise, engage in or assist others to engage in any business,
competing with the business carried on by the Bank, or solicit business from
any customers of the Bank, within the cities, towns, municipalities, or
counties where the Bank conducts business. 
“Bank” as used in this provision shall include all branch operations and
locations.  If the Employee violates the
non-compete provisions of this paragraph he/she shall return to the Bank any
severance payments received after termination under paragraph 5(e) or under
paragraph 4(a)(iii) of Employee’s Change in Control Agreement.


7.     Solicitation of Employees.  


Employee agrees that during
the term of Employee’s employment and for one (1) years after the termination
of such employment, Employee will not induce or attempt to induce any person
who is an Employee of the Bank to leave the employ of the Bank and engage in
any business which competes with the Bank’s business.













8.     Confidential Information.


Employee
acknowledges that as a result of employment with the Bank (he or she) has
access to and knowledge of confidential, trade secret and proprietary
information of the Bank.  In exchange for
the consideration set forth herein and for the consideration set forth in the
Change-in-Control Agreement contemporaneously executed, Employee agrees not to
disclose to anyone inside or outside the Bank or use for (his or her) own
benefit or the benefit of others, any of this information without the express
written consent of the Bank.  Employee
acknowledges an unauthorized disclosure or use of this information would be
unfair and would cause the Bank irreparable harm.


9.     No Assignments.


This
Agreement is personal to each of the parties hereto, and neither party may
assign or delegate any of its rights or obligations hereunder without first
obtaining the written consent of the other party; provided, however, that the
Bank will require any successor or assign (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of Bank, by an assumption agreement in form and
substance satisfactory to the Employee in (his or her) sole discretion, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Bank would be required to perform it if no such
succession or assignment had taken place. 
Failure of the Bank to obtain such an assumption agreement prior to the
effective date of any such succession or assignment shall be a breach of this
Agreement.


10.  Notice.


For the purposes
of this Agreement, notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or sent by certified mail, return receipt requested,
postage prepaid, addressed to the respective addresses set forth on the first
page of this Agreement (provided that all notices to the Bank shall be directed
to the attention of the Chief Executive Officer of the Bank with a copy to the
Secretary of the Bank), or to such other address as either party may have
furnished to the other in writing in accordance herewith.  Notices shall be effective upon receipt.


11.  Entire Agreement/Waivers.


This
Agreement represents the entire agreement between the parties and supersedes
all previous communications, representations, understandings, and agreements,
either oral or written, between the Bank and the Employee with respect to the
employment of the Employee by the Bank. 
No waiver of the terms of this Agreement shall be binding upon either
party unless in writing, signed by both parties.  The waiver or failure of either party to
enforce the terms of this Agreement in one instance shall not constitute a
waiver of that party’s rights under this Agreement with respect to other
violations.


12.  Severability


The provisions of
this Agreement shall be deemed severable and the invalidity or unenforceability
of any provision shall not affect the validity or enforceability of the other
provisions hereof.


13.  Section 409A of the Code.


It is the intent of the parties that this Agreement be construed to avoid
the excise tax and penalties
described in Section 409A of the Code. 
The parties acknowledge that the Agreement may require amendment to
comply with the requirements of Section 409A of the Code.


14.  Governing Law


The
laws of the United States to the extent applicable and otherwise by the laws of
the State of South Dakota shall govern this Agreement.













15.  Arbitration and Remedies


(a)       Except as otherwise expressly
provided in this Agreement, any dispute or claim arising under or with respect
to this Agreement, or the termination of this Agreement, will be resolved by
arbitration in the state of South Dakota in accordance with the National Rules
for the Resolution of Employment Disputes of the American Arbitration
Association by a mutually agreeable neutral arbitrator.  The decision or award of the arbitrator shall
be final and binding upon the parties and may be entered as a judgment or order
in any Court of competent jurisdiction;


(b)       All information and documentation
submitted by the parties or received from any other source, together with all
transcripts of the hearing(s) or other proceedings, and the arbitrator’s
findings shall be treated by the arbitrator and the parties as Confidential
Information and the participants agree not to disclose or turn over any such
information or documentation to a third party without the prior written consent
of the parties, or pursuant to a lawful subpoena or court order, or an order to
obtain a injunctive relief;


(c)       Employee acknowledges that
compliance with Sections 6, 7, and 8 is necessary to protect the business and
good will of the Bank, and that a breach of these sections would irreparably
and continually damage the Bank for which money damages may not be
adequate.  Consequently, Employee agrees
that the Bank will be entitled to injunctive and other equitable relief from
the courts for breach or threatened breach of these sections and Employee
agrees that it will not be a defense to any request for such relief that the
Bank has an adequate remedy at law.  For
purposes of any such proceeding, the Bank and the Employee submit to the
non-exclusive jurisdiction of the courts of the state of South Dakota, and of
the United States located in the State of South Dakota, and each agrees not to
raise and waives any objection to or defense based on the venue of any such
court or forum non-conveniens;


(d)       If a court of competent
jurisdiction determines that any provision of this Agreement is unreasonable in
scope, time, or geography, it is hereby authorized by the Employee and the Bank
to enforce the same in such narrower scope, shorter time or lesser geography as
such court determines to be reasonable and proper under all the
circumstances.  The restrictive covenants
in Section 6 shall be deemed separate covenants for each and every state,
county, municipality, and town, and in the event the covenants for one or more
of the geographic territories is determined to be unenforceable, the remaining
covenants shall continue to be effective; and


(e)       The Bank will also have such
other legal remedies as may be appropriate under the circumstances including,
but not limited to, recovery of damages occasioned by a breach.













IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.


EMPLOYEE


	
  

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Curtis L. Hage

  	
  By:

  	
      Wm. G. Pederson

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chairman, HF Financial
  Corp. Personnel

  	
   

  	
   

  
	
   

  	
   

  	
  Compensation and
  Benefits Committee