Exhibit 10.2


 


HOME
FEDERAL BANK


Third
Amended and Restated Long-Term Incentive Plan


 


Purpose


 


The purpose of the Home
Federal Bank (“Bank”) Third 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
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 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.


 


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.  New participants in this Plan may be added
only at the start of each Plan Year.


 


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.


 


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.  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.


 





















 


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.


 


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.


 


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.


 


Conversion of Options


 


Participants in this Plan
who have the right in September 2005 to be issued options for the purchase of
shares based on performance during the fiscal year ending June 30, 2005, are
hereby authorized to convert such right into the right to be  issued shares of restricted stock at a rate
of four option shares into one restricted share.  Participants eligible for such conversion
must notify the Bank in writing on or before June 30, 2005 of their
election to make such conversion, except for participants who are 55 or older
who have until July 11, 2005 to make such election.  All restricted shares will be subject to the
terms of the HF Financial Corp. 2002 Stock Option and Incentive Plan.


 





















 


Legal Requirements


 


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


 


Effective Date


 


This Amendment and
Restatement becomes effective July 26, 2005.


 


*—*—*—*—*


 


The undersigned, an
authorized executive officer of the Bank, certifies that this is the Home
Federal Bank Third Amended and Restated Long-Term Incentive Plan amended and
restated on July 26, 2005.


 


HOME FEDERAL BANK


 


 


	
  By:

  	
  /s/ Darrel L. Posegate

  	
   

  	
   

  
	
   

  	
  Darrel L. Posegate

  	
   

  	
  (printed name)

  
	
  Its:

  	
  Executive Vice President and Chief Financial Officer
  

  	
   

  	
  (printed title)

  



 





















 


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)


 


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


 


 ̈         the HF Financial Corp 1991 Stock Option
and Incentive Plan,


 


 ̈         the Home Federal Bank Long 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