EXHIBIT
10.10


 


HOME FEDERAL BANK


Fifth Amended and Restated
Long-Term Incentive Plan


(as amended and
restated effective July 1, 2008)


 


1.                                       Purpose


 


The purpose of the Home
Federal Bank (“Bank”) Fifth 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. New participants in
this Plan will be added only at the start of a Plan Year. 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, they or their 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 to the first month following 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 to the first day of the
month following the month in which the Date of Termination (as defined in the
Change in Control Agreement) occurs.


 


6.                                       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.


 


7.                                       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.


 


8.                                       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.


 


9.                                       Legal Requirements


 


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


 


10.                                 Effective Date


 


This Amendment and
Restatement becomes effective July 1, 2008.


 


*--*--*--*--*


 


The undersigned, an
authorized executive officer of the Bank, certifies that this is the Home
Federal Bank Fourth Amended and Restated Long-Term Incentive Plan amended and
restated effective July 1, 2008.


 


	
   

  	
  HOME FEDERAL BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Curtis L. Hage

  
	
   

  	
   

  	
  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