Home Federal Bancorp Sample Contracts

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HOME FEDERAL BANCORP
Rights Agreement • September 28th, 2000 • Home Federal Bancorp • Savings institution, federally chartered
GUARANTEE AGREEMENT HOME FEDERAL BANCORP Dated as of September 15, 2006
Guarantee Agreement • September 19th, 2006 • Home Federal Bancorp • Savings institution, federally chartered • New York

This GUARANTEE AGREEMENT (the "Guarantee"), dated as of September 15, 2006, is executed and delivered by Home Federal Bancorp, incorporated in Indiana (the "Guarantor"), and LaSalle Bank National Association, as trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of Home Federal Statutory Trust I, a Delaware statutory trust (the "Issuer").

INTRODUCTION
Supplemental Executive Retirement Plan Agreement • September 21st, 2001 • Home Federal Bancorp • Savings institution, federally chartered • Indiana
RECITALS
Settlement Agreement • May 9th, 2005 • Home Federal Bancorp • Savings institution, federally chartered • Indiana
HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN AWARD AGREEMENT
Home Federal Bancorp • May 31st, 2005 • Savings institution, federally chartered • Indiana
HOMEFEDERAL BANK DIRECTOR DEFERRED FEE AGREEMENT
Director Deferred Fee Agreement • November 29th, 2005 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

WHEREAS THIS AGREEMENT AMENDS AND RESTATES the prior HomeFederal Bank Directors Deferred Compensation Plan (the “Plan”) between the HomeFederal Bank and the Director effective April 1, 1992, as amended by the First Amendment dated February 18, 1993, the Second Amendment effective June 1, 1992, and the Third Amendment effective July 1, 1996 (collectively, the Plan, the First Amendment and the Second Amendment are referred to as the “Prior Agreement”), this DIRECTOR DEFERRED FEE AGREEMENT (the “Agreement”) is made this _______ day of ________________, 2005, by HOMEFEDERAL BANK (the “Bank”), a federally-chartered bank located in Columbus, Indiana and David W. Laitinen (the “Director”). The purpose of this Agreement is to encourage the Director to remain a member of the Bank’s Board of Directors.

Change in Control Agreement
Change in Control Agreement • January 23rd, 2008 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

This Change In Control Agreement (“Agreement”) is made and entered into and effective as of this 22nd day of January, 2008, by and between HomeFederal Bank, an Indiana commercial bank whose address is 501 Washington Street, Columbus, Indiana 47201 (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 11(a) hereof or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the “Bank”), and Mark T. Gorski, whose residence address is 12422 Anchorage Way, Fishers, Indiana 46037-9583 (the “Employee”).

FIRST AMENDMENT TO THE HOMEFEDERAL BANK DIRECTOR DEFERRED FEE AGREEMENT DATED NOVEMBER 22, 2005 FOR DAVID W. LAITINEN
Deferred Fee Agreement • July 27th, 2007 • Home Federal Bancorp • Savings institution, federally chartered

THIS FIRST AMENDMENT is adopted this 24 day of July, 2007, effective as of January 1, 2006, by and between HOMEFEDERAL BANK, a state-chartered bank located in Columbus, Indiana (the “Bank”), and David W. Laitinen (the “Director”).

Nonqualified Stock Option Agreement
Nonqualified Stock Option Agreement • April 29th, 2010 • Indiana Community Bancorp • Savings institution, federally chartered • Indiana

This Nonqualified Stock Option Agreement (“Agreement”) has been entered into as of the ___ day of _____________, ______, between Indiana Community Bancorp, an Indiana corporation (the “Company”), and _______________________, an [employee/director] of the Company or one of its affiliates (“Participant”), pursuant to the Company’s 2010 Stock Option and Incentive Plan (the “Plan”). Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 27th, 2007 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

This Amended and Restated Employment Agreement, is made and dated as of July 24, 2007, by and among HomeFederal Bank, a state chartered commercial bank (“Employer”), Home Federal Bancorp, an Indiana corporation, which owns all of the capital stock of the Employer (the “Holding Company”), and Mark T. Gorski, a resident of Hamilton County, Indiana (“Employee”), but effective as of July 8, 2005.

AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER THE INDIANA COMMUNITY BANCORP
2010 Stock Option and Incentive Plan • May 28th, 2010 • Indiana Community Bancorp • Savings institution, federally chartered • Indiana

This Agreement has been entered into as of the ____ day of ________, _____ (“Date of Grant”) between Indiana Community Bancorp, an Indiana corporation (the “Corporation”), and _______________, an employee of the Corporation or one of its affiliates (the “Participant”), pursuant to the Corporation’s 2010 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant (the “Grant”) to the Participant pursuant to the Plan of an aggregate of ______ shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.

UNITED STATES DEPARTMENT OF THE TREASURY
Indiana Community Bancorp • September 12th, 2012 • Savings institution, federally chartered

Reference is made to that certain letter agreement (the “Repurchase Letter Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Repurchase Letter Agreement.

HOMEFEDERAL BANK AMENDED AND RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME AGREEMENT FOR CHARLES R. FARBER
Retirement Income Agreement • July 27th, 2007 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

THIS AMENDED & RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT INCOME AGREEMENT (the “Agreement”) is adopted this 25th day of July, 2007, by and between HOMEFEDERAL BANK f/k/a HOME FEDERAL SAVINGS BANK, a state-chartered bank located in Columbus, Indiana (the “Bank”) and Charles R. Farber (the “Executive”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • September 4th, 2012 • Indiana Community Bancorp • Savings institution, federally chartered

This First Amendment to Agreement and Plan of Merger (this “First Amendment”) is made and entered into, effective as of the 28th day of August, 2012, by and between Indiana Community Bancorp, an Indiana corporation having its principal office in Columbus, Indiana (“ICB”), and Old National Bancorp, an Indiana corporation having its principal office in Evansville, Indiana (“ONB”).

FORM OF HOME FEDERAL BANCORP LONG-TERM INCENTIVE PLAN AWARD AGREEMENT
Home Federal Bancorp • April 23rd, 2008 • Savings institution, federally chartered • Indiana
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HOMEFEDERAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • November 29th, 2005 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this 3rd day of November, 2005, by and between HOMEFEDERAL BANK, an Indiana-chartered commercial bank located in Columbus, Indiana (“Bank”) and Mark T. Gorski (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

WITNESSETH:
Supplemental Retirement Income Agreement • March 28th, 2003 • Home Federal Bancorp • Savings institution, federally chartered • Indiana
FIRST AMENDMENT TO THE HOMEFEDERAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT FOR JOHN K. KEACH, JR.
Retirement Plan Agreement • July 27th, 2007 • Home Federal Bancorp • Savings institution, federally chartered

THIS FIRST AMENDMENT is adopted this 24 day of July, 2007, effective as of January 1, 2005, by and between HOMEFEDERAL BANK f/k/a HOME FEDERAL SAVINGS BANK, a state-chartered bank located in Columbus, Indiana (the “Bank”), and John K. Keach, Jr. (the “Executive”).

AGREEMENT FOR RESTRICTED STOCK GRANTED UNDER THE INDIANA COMMUNITY BANCORP
2010 Stock Option and Incentive Plan • April 29th, 2010 • Indiana Community Bancorp • Savings institution, federally chartered • Indiana

This Agreement has been entered into as of the ___ day of ____________, _______ between Indiana Community Bancorp, an Indiana corporation (the “Corporation”), and ___________________________, a [employee/director] of the Corporation or one of its affiliates (the “Participant”), pursuant to the Corporation’s 2010 Stock Option and Incentive Plan (the “Plan”) and evidences and sets forth certain terms of the grant to the Participant pursuant to the Plan of an aggregate of ___________ shares of Restricted Stock as of the date of this Agreement. Capitalized terms used herein and not defined herein have the meanings set forth in the Plan.

TERMINATION AGREEMENT
Termination Agreement • January 24th, 2007 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

This TERMINATION AGREEMENT (“Agreement”) is made as of the 23rd day of January, 2007, by and between HomeFederal Bank, an Indiana commercial bank (the “Bank”), Home Federal Bancorp, an Indiana corporation (the “Corporation”) and John K. Keach, Jr. (“Keach”).

Agreement, General Release, And Confidentiality Statement
Agreement, General Release, and Confidentiality Statement • February 16th, 2007 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

This Agreement, General Release, and Confidentiality Statement (“Agreement”), is between HomeFederal Bank (“Bank”) and S. Elaine Pollert (“Employee”), a resident of Jackson County, Indiana.

Second Amendment to the
Indiana Community Bancorp • April 29th, 2010 • Savings institution, federally chartered

THIS SECOND AMENDMENT is adopted this 27th day of April, 2010, effective as of January 1, 2010, by and between Indiana Bank and Trust Company (formerly HomeFederal Bank), a state-chartered bank located in Columbus, Indiana (the “Bank”), and David W. Laitinen (the “Director”).

HOMEFEDERAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
Supplemental Executive Retirement Agreement • November 29th, 2005 • Home Federal Bancorp • Savings institution, federally chartered • Indiana

THIS SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT (the “Agreement”) is adopted this ________ day of _______________, 2005, by and between HOMEFEDERAL BANK, an Indiana-chartered commercial bank located in Columbus, Indiana (“Bank”) and Elaine Pollert (the “Executive”). The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development, and future business success of the Bank. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time.

FIRST AMENDMENT TO THE HOMEFEDERAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT DATED NOVEMBER 3, 2005 FOR MARK T. GORSKI
Supplemental Executive Retirement Agreement • March 16th, 2006 • Home Federal Bancorp • Savings institution, federally chartered

The Bank and the Executive executed the HOMEFEDERAL BANK SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT on November 3, 2005 (the “Agreement”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 25th, 2012 • Indiana Community Bancorp • Savings institution, federally chartered • Indiana

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated to be effective as of the 24th day of January, 2012, by and between OLD NATIONAL BANCORP, an Indiana corporation (“ONB”), and INDIANA COMMUNITY BANCORP, an Indiana corporation (“ICB”).

PLACEMENT AGREEMENT among HOME FEDERAL STATUTORY TRUST I, Issuer HOME FEDERAL BANCORP, Sponsor and COHEN & COMPANY Placement Agent Dated as of September 13, 2006
Placement Agreement • September 19th, 2006 • Home Federal Bancorp • Savings institution, federally chartered • New York

PLACEMENT AGREEMENT, dated as of September 13, 2006 (this "Agreement"), among Home Federal Statutory Trust I, a statutory trust created under the laws of the State of Delaware (the "Issuer"), Home Federal Bancorp, an Indiana corporation, as Sponsor under the Declaration, as defined below (the "Sponsor" and, together with the Issuer, the "Trust Parties"), and Cohen & Company, as placement agent (the "Placement Agent").

Date:______________ Form Of Incentive Stock Option Agreement Under Home Federal Bancorp ____ Stock Option Plan
Home Federal Bancorp • March 16th, 2006 • Savings institution, federally chartered

You are hereby granted the option to purchase a total of __________ shares of the Common Stock, without par value (“Common Stock”), of Home Federal Bancorp (the “Corporation”) over the next ten years pursuant to the Corporation’s _____ Stock Option Plan (the “Plan”), on the following terms and conditions:

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