Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2024, HMN Financial, Inc., a Delaware corporation (the "Company") and Home Federal Savings Bank, the Company's wholly-owned subsidiary (the "Bank"), entered into an agreement with each of Jon Eberle and Lawrence McGraw to amend the Executive Severance Agreement dated June 6, 2023 among the Company, the Bank and such executive (each such agreement, the "Amendment" and collectively, the "Amendments"). Mr. Eberle is the Senior Vice President, Chief Financial Officer and Treasurer of the Company and Executive Vice President, Chief Financial Officer and Treasurer of the Bank. Mr. McGraw is the Executive Vice President and Chief Operating Officer of the Bank.
Prior to the Amendment, the Executive Severance Agreement provided for the certain payments and benefits to an executive for a qualifying termination of employment if a Change in Control (as defined in the Company's 2017 Equity Incentive Plan) occurred during the term of the Executive Severance Agreement and the date of termination of the executive's employment occurred on the date of the Change in Control or during a two-year transition period following the Change in Control. The Amendments eliminate the requirement that a termination of employment must occur during the two-year transition period following the Change in Control in order for the executive to receive the Executive Severance Agreement payments and benefits. Under the Amendments, if a Change in Control occurs during the term and prior to, or on the same day as, the date of termination of the executive's employment, then the Company or the Bank will provide to the executives the payments and benefits specified in the Executive Severance Agreements, which were not changed in amount by the Amendments.
The Amendments were recommended by the Compensation Committee of the Board of Directors of the Company and were approved by the Board of Directors of the Company.
The foregoing summary of each Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment. The Amendment with Mr. Eberle is attached hereto as Exhibit 10.1 and incorporated herein by reference. The Amendment with Mr. McGraw is attached hereto as Exhibit 10.2 and incorporated herein by reference.

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HMN Financial Inc. published this content on 17 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 May 2024 10:04:27 UTC.