exv10w6



 





Exhibit 10.6

Director Form of Agreement




INTERMOUNTAIN COMMUNITY BANCORP

RESTRICTED STOCK AWARD AGREEMENT




     THIS RESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into by and between
Intermountain Community Bancorp (“Bancorp”) and the Grantee, named below, effective                     .



     Grantee:



     Shares:



     Purchase Price:  $0.00 (not applicable)               Date of Grant:


This Agreement is subject to the terms and conditions of Bancorp’s Amended and Restated Director
Stock Plan (the “Plan”). Such terms and conditions are incorporated herein by this reference. In
the event of a conflict between the terms and conditions of this Agreement and the terms and
conditions of the Plan, the terms and condition of the Plan shall govern.





	1.	 	Award of Shares






	 	a.	 	General. In connection with a Restricted Stock Award (as defined in
the Plan), Bancorp grants to the Grantee the number of shares of Bancorp’s Common Stock
identified above (the “Shares”).
	 
	 	b.	 	Conditions to Award of Shares. As a condition precedent to Bancorp’s
obligation to award shares under paragraph 1.a, the Grantee shall deliver to Bancorp,
within thirty (30) days following the Date of Grant, (i) an original of this Agreement
duly executed by the Grantee, and (ii) the aggregate Purchase Price, if any, in cash or
cash equivalent. In the event the Grantee fails to make such delivery(ies), then the
rights and obligations of Bancorp and the Grantee hereunder shall terminate without the
need for further action by any party, and Bancorp and the Grantee shall have no further
rights or obligations with respect to the Restricted Stock Award described in paragraph
1.a.
	 
	 	c.	 	Issuance of Shares and Delivery of Certificates. Concurrently with the
payment by the Grantee of the aggregate Purchase Price, if any, as described in
paragraph 1.b, Bancorp shall issue the Shares to the Grantee. As provided in paragraph
3, all certificates representing the Shares so issued shall be held in escrow by the
Secretary of Bancorp.
	 
	 	d.	 	Cash Dividends. Any cash dividends with respect to Unvested Shares
(defined below) will be held by Bancorp (unsegregated and as part of its general
assets)





1









 






	 	 	 	until the Unvested Shares have vested, and will be paid over to the Grantee as soon
as the vesting period is completed with respect to the Shares. Prior to the date of
vesting, cash dividends related to Unvested Shares will be held in escrow by Bancorp
and will be subject to forfeiture, as described in paragraph 2.a, with respect to
the Unvested Shares.
	 
	 	e.	 	Stock Dividends or Splits. Whenever Unvested Shares become vested
pursuant to paragraph 1.g and are released to the Grantee, a number of Shares equal to
the amount of shares issued in the event of stock dividends and splits between the
Grant Date and the date of vesting shall also be issued to the Grantee. Prior to the
date of vesting, shares related to stock dividends or splits will be held in escrow by
Bancorp and will be subject to forfeiture or Bancorp’s Repurchase Right (defined
below), as the case may be, with respect to the Unvested Shares.
	 
	 	f.	 	Rights Upon Issuance of Shares. Until such time as Bancorp exercises
its Repurchase Right with respect to Unvested Shares or such Shares are forfeited, as
the case may be, and subject to any restrictions contained in the Plan or this
Agreement, the Grantee (or his or her successor in interest) shall have the voting
rights of a stockholder with respect to the Shares, including Unvested Shares.
	 
	 	g.	 	Vesting Schedule. The Shares shall vest as provided in the vesting
schedule set forth below. In no event shall any portion of the Shares vest after the
Grantee first ceases to maintain Continuous Status as a Director (as defined in the
Plan), unless the vesting of such shares is accelerated as described in paragraph 7.a.
That portion of the Shares that is not vested at the time that the Grantee first ceases
to maintain Continuous Status as a Director (the “Unvested Shares”) shall be subject to
forfeiture or the Repurchase Right of Bancorp, as the case may be, as described in
paragraph 2.





	 	 	 	 	 	 	 	 	 
	 	 	Percent of the Original	 	 	 	 
	Number of Complete Years of Continuous Status	 	Number of Shares that	 	 	 	 
	as a Director From the Date of Grant	 	Vest *	 	 	 	 
	1
	 	 	20	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	2
	 	 	20	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	3
	 	 	20	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4
	 	 	20	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5
	 	 	20	%	 	 	 	 








 




			
	*	 	The number of Shares that vest each year, resulting from multiplying the
original number of Shares by the percentage shown, shall be rounded up to the
nearest whole number, but the total number of Shares that vest over the entire
vesting period shall not exceed, in the aggregate, the total number of Shares
identified in this Agreement above.





2









 






	2.	 	Forfeiture and Repurchase Right






	 	a.	 	Forfeiture. With respect to any Shares for which the Purchase Price is
not applicable (i.e. the Purchase Price is $0.00), any Unvested Shares (and related
cash dividends and Shares related to stock dividends or stock splits) will be forfeited
by the Grantee on the date on which Grantee, for any reason, first ceases to maintain
Continuous Status as a Director, unless the vesting of such shares is accelerated as
described in paragraph 7.a.
	 
	 	b.	 	Repurchase Right. With respect to any Shares for which a Purchase
Price is specified, and notwithstanding any provisions contained in this Agreement to
the contrary, Bancorp shall have the right, but not the obligation, to repurchase all
or any portion of the Unvested Shares (the “Repurchase Right”) at the Purchase Price
originally paid by the Grantee for such Unvested Shares. Such Repurchase Right shall
be exercisable at any time during the ninety (90) day period that immediately follows
the date on which Grantee, for any reason, first ceases to maintain Continuous Status
as a Director, unless the vesting of such shares is accelerated as described in
paragraph 7.a.
	 
	 	c.	 	Exercise of Repurchase Right. If Bancorp elects to exercise the
Repurchase Right for all or any portion of the Unvested Shares, it shall do so by
delivering a written notice of exercise to the Grantee prior to the expiration of the
ninety (90) day period described in paragraph 2.b. Such notice shall specify the
number of Unvested Shares that Bancorp will repurchase and the date on which the
repurchase is to be effected, which date shall be not more than thirty (30) days after
the date of the notice. To the extent that one or more certificates representing
Unvested Shares may have been previously delivered out of escrow to the Grantee, the
Grantee shall, prior to the close of business on the date specified for the repurchase,
deliver to the Secretary of Bancorp the certificates representing the Unvested Shares
to be repurchased, each certificate to be properly endorsed for transfer. Bancorp
shall, concurrently with the receipt of such stock certificates (either from escrow or
from the Grantee as herein provided), pay to the Grantee, in cash or cash equivalents,
an amount equal to the Purchase Price originally paid by the Grantee for the Unvested
Shares that Bancorp elects to repurchase. If Bancorp does not elect to exercise the
Purchase Right for all or any portion of the Unvested Shares, in the manner and within
the time period described above, then Bancorp shall cease to have any further
Repurchase Right with respect to the Unvested Shares that it does not elect to
repurchase.
	 
	 	d.	 	Additional Shares or Substitute Securities. In the event of a stock
dividend, stock split, recapitalization or other change affecting Bancorp’s outstanding
Common Stock as a class (effected, in each case, without receipt by Bancorp of
consideration), then any new, substituted or additional securities or other property
(including money paid, other than as a regular cash distribution) that is by reason of
such transaction distributed with respect to the Shares shall be immediately





3









 






	 	 	 	subject to
forfeiture or the Repurchase Right, as the case may be, but only to the extent that
such Shares are at the time Unvested Shares. Appropriate adjustments to reflect the
distribution of such securities or property shall be made to the number of Shares at
the time subject to forfeiture or the Repurchase Right hereunder, as the case may be,
and to the price per share to be paid upon the exercise of the Repurchase Right, in
order to reflect the effect of any such transaction upon Bancorp’s capital structure;
provided, however, that the aggregate Purchase Price shall remain the same.






	3.	 	Escrow






	 	a.	 	Deposit. The Grantee hereby authorizes Bancorp to hold in escrow, in
accordance with this paragraph 3, all certificates representing Unvested Shares. In
the event any such certificates shall come into the possession of the Grantee, the
Grantee shall immediately deliver the same to the Secretary of Bancorp for such
purposes. The Grantee further agrees to deliver, at the time any Unvested Shares are
issued to him, a duly executed Assignment Separate From Certificate, in the form
attached hereto as Exhibit A, to accompany any certificates representing Unvested
Shares. The certificates representing Unvested Shares shall remain in escrow until
such time or times as they are released or surrendered in accordance with paragraph
3.b.
	 
	 	b.	 	Release/Surrender. As to Shares in which the Grantee acquires a vested
interest (as described in paragraph 1.g), the certificates representing such Shares
shall be released from escrow and delivered to the Grantee as soon as practicable after
the Grantee acquires such vested interest. As to Shares that are Unvested Shares at
the time that the Grantee first ceases to maintain Continuous Status as a Director, and
which are forfeited or for which Bancorp elects to exercise the Repurchase Right with
respect to all or any portion of such Unvested Shares, as the case may be and as
provided in paragraph 2, certificates representing the Unvested Shares that are
forfeited or that Bancorp elects to repurchase shall be delivered to Bancorp,
concurrently with the payment to the Grantee, in cash or cash equivalent, of an amount
equal to the aggregate Purchase Price, if any, for such Unvested Shares, and the
Grantee shall cease to have any further rights or claims with respect to such Unvested
Shares. As to Shares that are Unvested Shares at the time that the Grantee first
ceases to maintain Continuous Status as a Director and for which a Purchase Price is
applicable, if Bancorp does not elect to exercise the Repurchase Right, as provided in
paragraph 2, or elects to exercise the Repurchase Right with respect to less than all
of the Unvested Shares, certificates for Unvested Shares that Bancorp does not elect to
repurchase shall be delivered
to the Grantee, and Bancorp shall cease to have any further Repurchase Right with
respect to such Unvested Shares.
	 
	 	c.	 	Prohibition on Transfer. The Grantee shall not sell, transfer, pledge,
hypothecate or otherwise dispose of Unvested Shares, and any such sale, transfer or
pledge in violation of this Agreement shall be void. Bancorp shall not be required (i)
to





4









 






	 	 	 	transfer on its books any Shares that shall have been sold or transferred in
violation of this Agreement, or (ii) to accord any rights (including, without
limitation, the right to vote, to receive dividends, or to receive the proceeds of
liquidation) to any transferee to whom such Shares shall have been so transferred.






	4.	 	Legends. In order to reflect restrictions on disposition of the Unvested Shares, each
certificate representing Shares may be endorsed with a legend substantially as follows, in
addition to any other legends that Bancorp deems to be necessary or advisable:






	 	 	 	THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
RESTRICTIONS SET FORTH IN A RESTRICTED STOCK AWARD AGREEMENT, DATED
                    , A COPY OF WHICH IS ON FILE AT THE OFFICE OF BANCORP AND THE
PROVISIONS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE.






	5.	 	Section 83(b) Election. The Grantee understands and acknowledges that:






	 	a.	 	Under Section 83 of the Internal Revenue Code of 1986, as amended (the
“Code”), the excess of the fair market value of the Shares at the time that any
restrictions on the Shares lapse over the Purchase Price for the Shares is taxed,
as ordinary income, in the taxable year in which such restrictions lapse. In this
context, “restriction” means the mandatory forfeiture of the Unvested Shares under
circumstances or the right of Bancorp to buy back the Shares pursuant to the
Repurchase Right.
	 
	 	b.	 	If Section 83 of the Code is applicable, the Grantee may file a special
election (“Section 83(b) Election”) so that the excess of the fair market value of
the Shares at the time the Shares are transferred to him/her (rather than the time
that any restrictions on the Shares lapse) over the Purchase Price for the Shares is
taxed, as ordinary income, in the taxable year in which the Shares are transferred to
him/her (rather than the taxable year in which any restrictions lapse). Even if the
fair market value of the Shares equals the amount paid for the Shares, the election
must be made to avoid adverse tax consequences in the future.
	 
	 	c.	 	The Participant will not be entitled to a deduction for any ordinary income
previously recognized as a result of making a Section 83(b) Election, if the Unvested
Shares are subsequently forfeited to Bancorp.
	 
	 	d.	 	If the value of the Unvested Shares declines after a Section 83(b)
Election, such election may cause the Grantee to recognize more compensation income
than he/she would have otherwise recognized.
	 
	 	e.	 	There may be tax reporting, payroll tax and withholding tax requirements
relating to the acquisition, and/or the subsequent vesting, of Shares.





5









 






	 	f.	 	THE FORM FOR MAKING A SECTION 83(b) ELECTION IS ATTACHED HERETO AS EXHIBIT
B. IF THE GRANTEE CHOOSES TO MAKE SUCH AN ELECTION, THIS FORM MUST BE FILED NO LATER
THAN THIRTY (30) DAYS AFTER THE SHARES ARE TRANSFERRED TO HIM. FAILURE TO MAKE A
TIMELY SECTION 83(b) ELECTION MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE
GRANTEE AS THE REPURCHASE RIGHT LAPSES. IT IS THE GRANTEE’S SOLE RESPONSIBILITY,
AND NOT BANCORP’S, TO MAKE A TIMELY SECTION 83(b) ELECTION.
	 
	 	g.	 	THE GRANTEE IS ADVISED TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE
PROVISIONS OF ANY TAX LAWS RELATING TO HIS ACQUISITION OF ANY SHARES.






	6.	 	Securities Law Compliance. Notwithstanding any contrary provisions of this Agreement, the
Shares may not be sold, assigned or transferred, unless they are registered under applicable
Federal and state securities laws and regulations or, if the Shares are not then so
registered, an exemption from such registration is available.
	 
	7.	 	Miscellaneous






	 	a.	 	Corporate Sale Transactions. In the event of the merger or
reorganization of Bancorp with or into any other corporation, the sale of substantially
all of the assets of Bancorp, or a dissolution or liquidation of Bancorp (collectively,
“Sale Transaction”), (1) the vesting schedule for otherwise Unvested Shares shall be
accelerated so that such Shares will be fully vested; and (2) the forfeiture and
Repurchase Right provisions set forth in paragraph 2 shall lapse and be unenforceable
as to such previously Unvested Shares.
	 
	 	b.	 	Successors in Interest. This Agreement and all of its terms,
conditions and covenants are intended to be fully effective and binding, to the extent
permitted by law, on the heirs, executors, administrators, successors and permitted
assigns of the parties hereto.
	 
	 	c.	 	Spousal Consent. If the Grantee is married, the Grantee shall obtain
the signature of the Grantee’s spouse as set forth on the Consent of Spouse below. The
Grantee’s failure to obtain such consent shall constitute a representation by the
Grantee, on which Bancorp shall rely, that the Grantee is unmarried and that the
Grantee has sole authority with respect to the Grantee’s actions regarding the Shares.
	 
	 	d.	 	No Right to Continuing Status as a Director. Nothing in this Agreement
shall affect in any manner whatsoever the right or power of Grantee or of the
shareholders of Bancorp to terminate Grantee’s status as Director of Bancorp at any
time.





6









 





     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 	 	 	 	 
	GRANTEE:	 	INTERMOUNTAIN COMMUNITY BANCORP,	 	 
	 	 	 	 	an Idaho corporation	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name:	 	 	 	President & CEO	 	 
	 
	 	 	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 
	Social Security No.

	 	 	 	 
	 

	 	 	 	 





Grantee hereby acknowledges that he or she has received a copy of the Plan.




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Name:
	 	 	 	 






7









 





Spousal Acknowledgement




     The undersigned spouse of Grantee has read and hereby approves the foregoing Agreement. In
partial consideration of Bancorp granting to Grantee the right to acquire the Shares in accordance
with the terms of this Agreement, the undersigned hereby agrees to be irrevocably bound by all the
terms of such Agreement, including, without limitation, the right of the Bancorp to repurchase any
Unvested Shares of Grantee pursuant to this Agreement.



	 	 	 	 	 
	Signature:

	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Print Name:
	 	 	 	 
	 

	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 

	 	Address:
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Social Security No.	 	 	 	 
	 

	 	 	 	 	 	 	 	 





8









 





EXHIBIT A




ASSIGNMENT SEPARATE FROM CERTIFICATE




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto,
                                        ,                                          (
                    ) shares of the Common Stock of
Intermountain Community Bancorp, an Idaho corporation, standing in the undersigned’s name on the
books of said corporation represented by Certificate No. ___herewith, and does hereby irrevocably
constitute and appoint                      as attorney-in-fact, to transfer the said stock on the books of
the said corporation with full power of substitution in the premises.



Dated:                                         ,                     




	 	 	 	 	 	 	 
	 

	 	Signature:
	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 





9









 





EXHIBIT B




SECTION 83(b) TAX ELECTION




     The undersigned hereby elects pursuant to Internal Revenue Code § 83(b) with respect to the
property described in paragraph 2 below and supplies the following information in accordance with
the regulations promulgated thereunder:



1. The name, address and taxpayer identification number of the undersigned are:




                                                                 



                                                                 



                                                                 



     Taxpayer I.D. No.                                         



2. Description of property with respect to which the election is being made:





                    
shares of Common Stock, no par value, in Intermountain Community Bancorp (the
“Bancorp”).



3. Date on which property is transferred and taxable year for which the election is made:





The transfer of the property described in paragraph 2 occurred on                     , when the
restrictions described in paragraph 4 were imposed.




The taxable year for which this election is made is calendar year                     .



4. The nature of the restriction(s) to which the property is subject is:





The subject shares are subject to a Restricted Stock Award Agreement between the shareholder
and Bancorp dated                                         ,                      (the “Award Agreement”) pursuant to which the
shares are subject to forfeiture or a right of purchase by Bancorp in the event that the
shareholder’s service to Bancorp is voluntarily terminated or terminated for cause, as
defined in the Award Agreement. If the right of repurchase is exercised, the purchase price
is the price originally paid for the share by taxpayer. The right of repurchase lapses as
to                      of the original number of shares acquired by taxpayer as the shareholder
completes each year of continuous service with Bancorp.



     The property is non-transferable in the taxpayer’s hands, by virtue of language to that effect
stamped on the stock certificate.



10









 





5. Fair market value:





On the date the restrictions described in paragraph 4 were imposed, the shares described in
paragraph 2 had a fair market value of                                 .



6. Amount paid for property:





None, the property had a purchase price of —0—.



7. Furnishing statement to issuer:




     A copy of this statement has been furnished to Bancorp, as required by Reg. § 1.83(b)-2(d).



Dated:                                         .




	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:	 	 	 	 
	 

	 	 	 	 	 	 




THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH WHICH TAXPAYER FILES HIS
OR HER FEDERAL INCOME TAX RETURNS. THE ELECTION MUST BE FILE WITHIN THIRTY (30) DAYS AFTER THE
TRANSFER OF SHARES TO HIM OR HER. THIS FILING SHOULD BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED. PURCHASER MUST RETAIN TWO (2) COPIES OF THE COMPLETED FORM FOR FILING
WITH HIS OR HER FEDERAL AND STATE TAX RETURNS FOR THE CURRENT TAXABLE YEAR AND AN ADDITIONAL COPY
FOR HIS OR HER RECORDS.





11