exv10w7



 






Exhibit 10.7




PANHANDLE STATE BANK

AMENDED AND RESTRATED

STOCK PURCHASE BONUS AGREEMENT

FOR




 





THIS AMENDED AND RESTATED STOCK PURCHASE BONUS AGREEMENT 

(“Agreement”) is made and entered
into this
                    ,      , by and among PANHANDLE STATE BANK, an Idaho corporation
(“Bank”), INTERMOUNTAIN COMMUNITY BANCORP, an Idaho corporation 

(“Bancorp”) and                     
(“Officer”).




Recitals





	A.	 	Bancorp owns all of the issued and outstanding shares of stock of Bank.
	 
	B.	 	Officer is an employee of Bank. Bank wishes to provide a bonus to Officer, under the terms
and conditions set forth herein, to encourage Officer to purchase shares of stock in Bancorp.
	 
	 	 	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. The total bonus amount contemplated to be paid to Officer pursuant to this
agreement is
                                        
($) (“Bonus”) conditioned upon the purchase by the Officer of
certain shares of Bancorp stock as provided herein. To qualify for the Bonus, the Officer
shall purchase shares of Bancorp stock with an aggregate gross cost of
                                        
($)
(“required purchase amount”) on or before November 30,      . In the event the
Officer does not purchase all of the required purchase amount by said date, the amount of the
Bonus and each annual installment as hereinafter provided shall be reduced by the same
proportion as (i) the required purchase amount that is not purchased by the required date
bears to (ii) the total required purchase amount. The Officer shall purchase the required
            shares on the open market.






	 	a.	 	Notice of Purchase. Within thirty (30) days after Officer purchases shares of
Bancorp stock pursuant to this Agreement, Officer shall provide Bank with a written
notice of the same, identifying in such notice the number of shares of Bancorp stock so
purchased (“Purchased Shares”), the date of purchase and the purchase price paid by
Officer for the Purchased Shares.




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	 	b.	 	Payment of Bonus. Provided the Officer completes the purchase of Bancorp
                                        
 ($) stock by November 30,     , and provides Bank with the
written notice thereof described in paragraph 1.a hereof, Bank shall pay to Officer the
Bonus amount, or proportionate share thereof, in installments as follows. Such Bonus
shall be paid to the Officer over a                      (     ) year period with
                     (     %) payable
per year commencing December 15,      . As a result, each annual installment of the
Bonus amount during the                      (     ) years shall be
                                        
($). The first such
installment shall be due and payable on or before December 15,       and subsequent
annual installment payments shall be due and payable on or before each anniversary date
of the first payment date, until the entire applicable Bonus amount is paid in full.
Officer shall not be entitled to be paid interest with respect to the unpaid balance.
	 
	 	c.	 	Tax Withholding. Notwithstanding any contrary provisions of this Agreement,
Bank shall withhold from the Bonus, 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 is actually paid to Officer pursuant to this Agreement. Officer shall forfeit,
and shall have no further rights to any unpaid annual installment of the Bonus, if Officer is
not a full-time employee of Bank on the date such installment is due and payable hereunder.
	 
	3.	 	Nonassignment. 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.	 	Binding Effect. This Agreement shall be binding upon the parties and their successors or
assigns.
	 
	5.	 	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.
	 
	6.	 	Savings Clause Relating to Compliance with Code Section 409A. Despite any contrary provision
of this Agreement, if any payments under Section 1 of this Agreement will result in additional
tax or interest to the Officer because of section 409A, the Officer shall not be entitled to
the payments under Section 1 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 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, the Bank and Bancorp shall
reform the provision. However, the Bank and Bancorp shall maintain to the maximum extent
practicable the original intent of the applicable provision




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	 	 	without subjecting the Officer to additional tax or interest, and the Bank and Bancorp shall
not be required to incur any additional compensation expense as a result of the reformed
provision.
	 
	7.	 	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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 

Curt Hecker, Chief Executive Officer

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	INTERMOUNTAIN COMMUNITY Bancorp, 

an Idaho corporation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 

Curt Hecker, President & Chief Executive Officer

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	OFFICER
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	Date:	 	 	 	 
	 


	 	 
	 	 	 	 

	 	 







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