Exhibit 10.38


 


HOME FEDERAL BANK


Sixth Amended and Restated
Long-Term Incentive Plan


(as amended and restated
effective July 1, 2010)


 


1.             Purpose


 


The
purpose of the Home Federal Bank (“Bank”) Sixth Amended and Restated Long-Term
Incentive Plan (“Plan”) is to reward key managers for the attainment of longer
term goals of the Bank. The reward will be in the form of cash, stock
appreciation rights, stock options and/or restricted stock of the common shares
of the Bank’s holding company, HF Financial Corp. This Plan amends, restates,
replaces and supersedes the Bank’s existing Long-Term Incentive Plan.


 


The
Plan is designed to reward key managers for performance over a period of longer
than one (1) year. The Plan also is designed to enable the Bank to attract
and retain key management talent.


 


The
purpose of this Plan is to measure performance and to award Executives with
cash, stock appreciation rights, stock options and/or restricted stock based
upon their performance. All stock appreciation rights, stock options and/or
restricted stock awarded will be governed by the terms of the HF Financial
Corp. 2002 Stock Option and Incentive Plan. As set forth in paragraph 3,
payment of cash compensation shall be determined by the Personnel Compensation
and Benefits Committee.


 


2.             Participation


 


The
Plan is for selected management staff of Home Federal Bank. Participation in
this Plan will be recommended by the Chairman and CEO and approved by the
Personnel, Compensation and Benefits Committee of the Board of Directors. Participation
in any one year does not guarantee the participation in future years or at the
same award level.


 


New
hires to the Corporation and individuals promoted to assignments which by
virtue of their responsibilities may be otherwise eligible to participate in
this Plan may only participate with the approval of the Chairman and CEO. The
Plan Year is the Corporation’s fiscal year.


 


3.             Performance Measure, Award Levels and Award
Payment


 


The
annual performance measure, award levels and award payment provisions are
determined by the Personnel, Compensation and Benefits Committee. Unless
otherwise specifically provided by the Committee, payment of awards denominated
in cash shall be made in a lump sum within 21⁄2 months following the close of the
Plan Year in which the award was earned.


 


4.             Termination of Employment


 


If
the employment of a Plan participant terminates during the fiscal year for
which performance is being measured and which might result in an award, all
rights to an award under this Plan are forfeited. Notwithstanding the
provisions hereof, in the event of death or for those individuals who
participate in the Plan and have executed a Change in Control Agreement with
the Bank, the provisions of paragraph 5 shall apply. Once stock appreciation
rights, stock options and/or restricted stock have been awarded, the terms of
the HF Financial Corp. 2002 Stock Option and Incentive Plan shall control.


 


5.             Death and Change in Control


 


(a)           If a Plan participant dies during a Plan Year, the Plan
participant or the participant’s designated beneficiary shall receive, in cash,
any incentive payment for the partial year otherwise payable in cash, based on
the number of months from the start of the Plan Year (or if later, from the
first day of the month coincident with or next following the participant’s date
of participation in the Plan) to the last day of 


 

















 


the month in which the death occurred, but only to
the extent that an incentive payment is otherwise earned for the Plan Year.


 


(b)           If a Plan participant is entitled to benefits under a
Change in Control Agreement, the participant shall receive, in cash, any
incentive payment for the partial year otherwise payable in cash, based on the
number of months from the start of the Plan Year (or if later, from the first
day of the month coincident with or next following the participant’s date of
participation in the Plan) to the last day of the month in which the Date of
Termination (as defined in the Change in Control Agreement) occurs.


 


6.             Beneficiary Designation


 


(a)           Any incentive payment following the death of a participant
shall be paid to such person or persons, or other legal entity, as the
participant may have designated in writing and delivered to Home Federal Bank.
The participant may from time to time revoke or change any such designation by
writing to Home Federal Bank. If there is no unrevoked designation on file at
the participant’s death, or if the person or persons designated therein shall
have all pre-deceased the participant, such distribution shall be made to the
participant’s estate.


 


7.             Administration and Interpretation of Plan


 


The
Plan shall be administered by the Chairman and CEO of the Bank whose actions
will be subject to the approval of the Personnel, Compensation and Benefits
Committee in material matters. The role of the Committee shall be to approve
the Home Federal Bank’s Long-Term Incentive Plan, approve the annual target
goal, approve Plan participants and (at the end of the Plan Year) approve the
distribution of the incentive payment to all participants. The Plan
Administrator is charged with the effective administration of the Plan
including the interpretation in instances where the Plan is silent.


 


The
Personnel, Compensation and Benefits Committee reserves the right, from time to
time, to prescribe rules and regulations at such time and in such manner
as it may deem appropriate.


 


8.             Amendment/Termination of Plan


 


The
Plan may be amended and shall be interpreted by the Personnel, Compensation and
Benefits Committee of the Board of Directors, and its interpretation shall be
final and binding on participant and all other parties of interest. The Plan
may be terminated at any time as the Personnel, Compensation and Benefits
Committee of the Board of Directors approves. Plan participants will be
notified as soon as possible in the event of an amendment or terminations
occurs.


 


9.             Employment


 


The
Plan is not intended as an Employment Agreement. The Plan does not restrict the
rights of the Bank to terminate the employment of a Plan participant at any
time and without any obligation under the Plan.


 


10.           Legal Requirements


 


The
Plan will be administered in accordance with all federal, state and local
statutory requirements.


 


11.           Effective Date


 


This
Amendment and Restatement becomes effective July 1, 2010.


 


*  *  *  *  *


 

















 


The
undersigned, an authorized executive officer of the Bank, certifies that this
is the Home Federal Bank Sixth Amended and Restated Long-Term Incentive Plan
amended and restated effective July 1, 2010.


 


 


	
   

  	
  HOME
  FEDERAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
  Curtis
  L. Hage

  
	
   

  	
  Its:

  	
  Chairman
  and CEO

  



 














 


HOME FEDERAL BANK


 


Designation of Beneficiary


 


I
hereby designate the following beneficiary and confer upon him/her any and all
of my rights under:


 


(check
all that apply)


 


o            the HF Financial Corp. 2002 Stock Option and Incentive
Plan,


 


o            the HF Financial Corp 1991 Stock Option and Incentive
Plan,


 


o            the Home Federal Bank Long-Term Incentive Plan, as
amended,


 


o            the Home Federal Bank Short-Term Incentive Plan, as
amended,


 


and
any Stock Appreciation Rights, Stock Option, Restricted Stock or other Award
Agreements issued thereunder:


 


	
  Primary
  Beneficiary

  	
   

  
	
   

  	
   

  
	
  Contingent
  Beneficiary

  	
   

  



 


The
right to revoke or change this beneficiary designation is hereby reserved. All
prior designations (if any) of beneficiaries are hereby revoked.


 


EXECUTED
this          day of
                               ,
20  


 


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signature
  of Participant

  
	
   

  	
   

  	
   

  
	
  Received
  by Home Federal Bank:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Company
  Representative

  	
   

  	
  Date