Exhibit 10 (d)
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT is by and among Home
Federal Savings Bank, an Indiana commercial bank ("Employer"), Xxxx X.
Xxxxx, Xx., a resident of Xxxxxxxxxxx County, Indiana ("Employee"), and
Home Federal Bancorp, an Indiana corporation (the "Holding Company").
W I T N E S S E T H:
WHEREAS, Employer and Employee entered into an Employment Agreement
dated as of October 15, 1987 (the "Employment Agreement");
WHEREAS, Employer and Employee entered into a First, Second, Third and
Fourth Amendment to such Employment Agreement prior to the date hereof;
WHEREAS, the parties desire to make certain additional changes to the
Employment Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, the parties agree that the Employment Agreement shall
be, and it hereby is, amended as follows:
3. The last sentence of Section 8(B) shall be amended to read as follows:
"For purposes of this Agreement, a "Change of Control" shall
mean an "acquisition of control" of the Holding Company or of
Employer within the meaning of 12 C.F.R. ss.225.41(c) (other
than a change of control resulting from a trustee or other
fiduciary holding shares of Common Stock under an employee
benefit plan of the Holding Company or any of its
subsidiaries)."
4. Section 13 shall be amended to read in its entirety as follows:
"13. All obligations under this Agreement may be terminated
except to the extent determined that the continuation of the
Agreement is necessary for the continued operation of
Employer: (i) by the Director of the Indiana Department of
Financial Institutions, or his or her designee (the
"Director"), at the time the Federal Deposit Insurance
Corporation enters into an agreement to provide assistance to
or on behalf of Employer under the authority contained in
Section 13(c) of the Federal Deposit Insurance Act; or (ii) by
the Director at the time the Director approves a supervisory
merger to resolve problems related to operation of Employer or
when Employer is determined by the Director to be in an unsafe
and unsound condition. Any rights of the parties that have
already vested, however, shall not be affected by such
action."
IN WITNESS WHEREOF, the parties have caused the Agreement to be
executed and delivered as of the 30th day of April, 2002.
HOME FEDERAL SAVINGS BANK
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Executive
Vice President and Chief Financial
Officer
"EMPLOYER"
HOME FEDERAL BANCORP
By: /s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx, Executive
Vice President and Chief Financial
Officer
"HOLDING COMPANY"
/s/ Xxxx X. Xxxxx, Xx.
Xxxx X. Xxxxx, Xx.
"EMPLOYEE"
