exv10w1








	 	 	 	 	 



Exhibit 10.1




PANHANDLE STATE BANK




RETENTION BONUS AGREEMENT

FOR

Dale Schuman





	 	 	THIS RETENTION BONUS AGREEMENT (“Agreement”) is made and entered into this
29th day of July, 2008 (“Effective Date”) by and among PANHANDLE STATE
BANK, an Idaho corporation (“Bank”), INTERMOUNTAIN COMMUNITY BANCORP, an Idaho corporation
(“Bancorp”) and Dale Schuman (“Officer”).





Recitals





	A.	 	Officer is an employee of Bank. Bank wishes to provide a bonus to Officer, under the terms
and conditions set forth herein, to retain Officer as an employee of Bank.
	 
	 	 	NOW, THEREFORE, in consideration of the foregoing, and the mutual agreements and
covenants of the parties hereto, the parties agree to the following:





Agreement





	1.	 	General.






	 	a.	 	Payment of Bonus. Bank shall pay to Officer a Bonus having a total value of
$125,000.00 payable as follows:






	 	(i)	 	$41,664.00 shall be payable in
cash, and
	 
	 	(ii)	 	The balance of $83,336.00 shall be
payable in the form of a Restricted Stock Award granted pursuant to
and under the terms of Bancorp’s Second Amended and Restated 1999
Employee Stock Option and Restricted Stock Plan (the “Plan”) and
represented by a fully executed Restricted Stock Award Agreement.






	 	 	 	Collectively referred to herein as the “Bonus.”
	 
	 	b.	 	The Officer shall be vested in such Bonus in accordance with the following
schedule:






	 	(i)	 	One-third (1/3) of the Bonus, represented
by cash in the amount of $41,664.00, shall vest immediately
upon, and shall be promptly paid to the Officer following, the
execution of this Agreement;
	 
	 	(ii)	 	One-third (1/3) of the Bonus, represented
by 5,708 shares of Bancorp common stock, which are subject to the
Restricted Stock




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	 	 	 	 Agreement, shall vest on February 28,
2010 and a certificate for that number of shares shall be issued
to the Officer promptly following execution of this
Agreement ; and
	 
	 	(iii)	 	The final one-third (1/3) of the Bonus,
represented by 5,708 shares of Bancorp common stock, which
are subject to the Restricted Stock Agreement, shall vest on
February 28, 2011 and a certificate for that number of shares
shall be issued to the Officer promptly following execution of this
Agreement.






	 	 	 	Officer shall not be entitled to be paid interest with respect to any unpaid balance
of the Bonus.
	 
	 	c.	 	Tax Withholding. Notwithstanding any contrary provisions of this Agreement,
Bank shall withhold from the Bonus or from any other amounts due Officer, and pay to
the appropriate government agencies, all taxes that Bank is required by law to so
withhold and pay. Amounts so withheld and paid shall be treated as having been
actually paid to Officer hereunder, and Bank shall be relieved from further liability
to Officer for such amounts.






	2.	 	Earning of Bonus. No annual installment of the Bonus shall be considered earned until such
installment vests in the Officer pursuant to this Agreement. Officer shall forfeit and shall
have no further rights to any non-vested installment of the Bonus if Officer is not a
full-time employee of Bank on the date such installment vests and is payable hereunder.
Notwithstanding the foregoing provisions of this paragraph 2, Officer shall be entitled to
receive the Bonus if Officer is not a full-time employee of Bank because of the occurrence of
the Officer’s death, Disability, involuntary termination of Officer’s employment with Bank,
other than for Cause, voluntary termination for Good Reason or termination of employment, as
such terms are defined in the Restricted Stock Award Agreement.
	 
	3.	 	Non-assignment. The rights of the parties hereunder may not be assigned to any person and
any attempt to so assign such rights shall be void and of no effect.
	 
	4.	 	Savings Clause Relating to Compliance with Code Section 409A. Despite any contrary provision
of this Agreement, if when the Officer’s employment terminates the Officer is a specified
employee, as defined in Code section 409A, and if any payments under certain circumstances
will result in additional tax or interest to the Officer because of section 409A, the Officer
shall not be entitled to these payments until the earliest of (i) the date that is at least
six months after termination of the Officer’s employment for reasons other than the Officer’s
death, (ii) the date of the Officer’s death, or (iii) any earlier date that does not result in
additional tax or interest to the Officer under section 409A. If any provision of this
Agreement would subject the Officer to additional tax or interest under section 409A, Bank
shall reform the provision. However,
Bank shall maintain to the maximum extent practicable the original intent of the applicable
provision without subjecting the Officer to additional tax or interest, and Bank shall not
be required to incur any additional compensation expense as a result of the reformed
provision. In




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	 	 	addition, Bank does not guarantee to Officer any particular tax result
relating to the Bonus.
	 
	5.	 	Binding Effect. This Agreement shall be binding upon the parties and their successors or
assigns.
	 
	6.	 	Not an Employment Contract. This Agreement is not a contract of employment and does not give
Officer the right to be employed by Bank. Nothing contained herein shall interfere with the
right of Bank or Officer to terminate Officer’s employment with Bank.





          IN WITNESS WHEREOF, the parties hereto have executed, or have caused their duly authorized
representative to execute, this Agreement in the place provided below.



	 	 	 	 	 	 	 	 	 
	PANHANDLE STATE BANK, 

an Idaho corporation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Curt Hecker
 

Curt Hecker, CEO

	 	 
	 	Date:
	 	July 29, 2008
 

	 	 
	 
	 	 	 	 	 	 	 	 
	INTERMOUNTAIN COMMUNITY BANCORP, 

an Idaho corporation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Curt Hecker
 

Curt Hecker

	 	 
	 	Date:
	 	July 29, 2008
 

	 	 
	President & Chief Executive Officer
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	OFFICER
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/ Dale N. Schuman
 

Dale N. Schuman

	 	 
	 	Date:
	 	July 29, 2008
 

	 	 







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