exv10w8



 





Exhibit 10.8




EXECUTIVE EMPLOYMENT AGREEMENT

(Amended and Restated)




     This Amended and Restated EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is dated as of January
1, 2008. The effective date of this Agreement is January 1, 2002 (the “Effective Date”). The
parties to this Agreement (“Parties”) are INTERMOUNTAIN COMMUNITY BANCORP, an Idaho corporation
(“IMCB”), PANHANDLE STATE BANK, an Idaho state-chartered bank (“PSB”) (IMCB and PSB individually
and collectively being “Employer”) and CURT HECKER (“Executive”).



Recitals




     A. Executive is employed by Employer in an executive management capacity, presently holding
the position of President and CEO of IMCB and CEO of PSB. The Parties wish to continue Executive’s
employment in that capacity under the terms and conditions of this Agreement.



     B. Executive previously entered into (i) an Executive Employment Agreement with Employer dated
as of January 1, 2002, and (ii) an Executive Severance Agreement dated as of September 15, 1999, as
amended, with Panhandle Bancorp, the predecessor name of IMCB (the “Change in Control Agreement”),
which provided for certain severance payments to Executive in the event of a change in control of
IMCB. The Executive Employment Agreement was amended and restated December 17, 2003 and the
Executive Severance Agreement was merged therein thereby terminating a separate Executive Severance
Agreement. Executive also previously entered into a Tax Payment Bonus Plan dated as of December 1,
2000 with IMCB (the “Tax Bonus Agreement”).



     C. The December 17, 2003 amended and restated Executive Employment Agreement was amended on
March 24, 2004 by a First Amendment and again on March 4, 2005 by a Second Amendment. This
amendment and restatement of Executive Employment Agreement is intended to incorporate, restate
and replace all prior Executive Employment Agreements and amendments.



     D. This amendment and restatement of Executive Employment Agreement is intended to incorporate
and make such modifications as shall be necessary to comply with Internal Revenue Code section 409A
and rules, regulations, and guidance of general application thereunder issued by the Department of
the Treasury.



Agreement





	1)	 	Term of Agreement. The term of this employment agreement is three (3) years, commencing on
the Effective Date (the “Term”). The agreement will automatically renew every three years
unless cancelled by the Board of Directors within 60 days of the expiration of the term.
Notwithstanding the preceding, if a definitive agreement




 









 










providing for a Change in Control (defined below) is entered into (i) on or before the
expiration of the Term or (ii) within twelve (12) months after Executive’s involuntary
termination other than for Cause, Disability, Retirement or death, then expiration of such Term
shall be extended through the Severance Protection Period (defined below).





	2)	 	Employment. Employer will continue Executive’s employment during the Term, and Executive
accepts employment by Employer on the terms and conditions set forth in this Agreement.
Executive’s title will be “President and Chief Executive Officer (CEO)” of IMCB and “CEO” of
PSB.






	3)	 	Duties of Executive. Executive will report directly to the Chairman of the Board of IMCB.
Executive will be responsible for the following duties:






	 	a)	 	Development of and compliance with all bank policies and compliance laws
governing a financial holding company (IMCB) and the bank (PSB).
	 
	 	b)	 	Calls on the most important existing and potential corporate customers.
	 
	 	c)	 	Supervision of bank’s strategic plan in all aspects.
	 
	 	d)	 	Expansion into new markets and recruitment of employees.
	 
	 	e)	 	Serving on PSB committees including: Executive Management, Senior Management,
Senior Credit, Compliance, Risk Management, Technology, and Human Resources.
	 
	 	f)	 	Representing PSB at civic and community activities.
	 
	 	g)	 	Supervising the President of PSB, ICB Idaho, ICB Washington and MVB in the
implementation of an effective branch operations system.
	 
	 	h)	 	Supervising the CFO in the implementation of effective finance and accounting
systems, compliance with all SEC laws, information technology systems, marketing and
solution development, credit operations and loan origination.
	 
	 	i)	 	Supervising the COO in the implementation of effective compliance systems,
human resource management, administrative and branch deposit operations, training,
contact center and administer secured savings program.
	 
	 	j)	 	Supervising the Credit Administrator in the implementation of an effective
lending operation to include credit approval, credit risk management, examination and
loan collections.
	 
	 	k)	 	Supervising the SVP of Trust & Wealth Management and Intermountain Community
Investments in the implementation of an effective Trust Department and Securities
Broker/Dealer operation.
	 
	 	l)	 	Supervising the Executive Assistant in the preparation of reports and
completion of various administrative tasks.






	4)	 	Commitment of Executive. (a) Executive will faithfully and diligently perform the duties set
forth in Section 3 and such other duties as may be assigned to Executive from time to time by
IMCB’s board of directors (the “Board”). Executive will use his best efforts to perform his
duties and will devote full time and attention to these duties during working hours.
Executive may engage in non-IMCB business activities with prior Board approval, which approval
will not be unreasonably withheld.




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	(b)	 	In the event that any person extends any proposal or offer which is intended to or may
result in a Change in Control, defined below (a “Change in Control Proposal”), Executive shall,
at Employer’s request, assist Employer in evaluating such proposal or offer. Further, as a
condition to receipt of the Severance Payment (defined below), Executive agrees not to
voluntarily resign (including resignation for Good Reason) Executive’s position with Employer
during any period from the receipt of a specific Change in Control Proposal up to the
consummation or abandonment of the transaction contemplated by such Proposal.






	5)	 	Salary. Executive will receive an annual base salary
of $216,320 to be paid in accordance
with PSB’s regular payroll schedule. The Executive Committee of the Board will review
Executive’s salary in connection with its performance review on an annual basis.






	6)	 	Other Compensation. Executive will participate in both the Long-Term Incentive Plan and
Executive Incentive Plan administered by the Human Resource Committee.






	 	a)	 	Executive is eligible to participate in PSB’s 401K retirement plan with employer match
of 50% of first 8% of salary contributed.
	 
	 	b)	 	Executive may receive stock grants annually, based on performance evaluation at the
discretion of the Board of Directors.
	 
	 	c)	 	Executive’s Tax Bonus Agreement with IMCB shall not be affected by this Agreement, and
Executive shall continue to receive payments in accordance with the terms of the Tax Bonus
Agreement.






	7)	 	Salary Continuation Plan. In consideration of this agreement, IMCB has entered into a Salary
Continuation Agreement with Executive, substantially in the form approved by IMCB’s board of
directors on October 22, 2003 (the “Salary Continuation Agreement”).






	8)	 	Vacation and Benefits. Executive is eligible for four (4) weeks of paid vacation per year.
Unused vacation time will not be carried over. Additional benefits include life insurance of
$50,000 for Executive and $2,000 for Executive’s spouse and $2,000 for each dependent, and
miscellaneous firm-wide benefits such as free checking account, safe deposit box, no fee
investments, etc. Executive shall also be entitled to use of a company automobile with gas
card.






	9)	 	Termination and Severance Provisions. If, during the Term, Executive’s employment with
Employer is involuntarily terminated without Cause or if Employee voluntarily terminates
employment with Employer either with Good Reason or without Good Reason, and provided that
such termination does not otherwise entitle Executive to receive a Severance Payment (as
defined below) under Section 10 of this Agreement, Executive will be entitled to receive a
termination payment equal to two (2) times the average of the total base compensation received
by Executive for each of the two most recent calendar years (“Termination Payment”). The
Termination Payment shall be paid in one lump sum payment, payable on the first day of the
seventh month after the month in which the Executive’s termination of





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	 	 	employment occurs. Notwithstanding the preceding, in the event that a definitive agreement
providing for a Change in Control (each as defined below) is entered into within twelve (12)
months after Executive’s involuntary termination without Cause or voluntary termination
with or without Good Reason, Executive shall be entitled to receive the difference between the
Severance Payment and the Termination Payment. Such difference shall be paid to the Executive on
the later of the date of termination, the effective date of the Change in Control, or
the first day of the seventh month after the month in which the Executive’s termination of
employment occurred.





10)
Change in Control/Severance Payment.





	 	a)	 	Payment Events. Subject to the requirements of Section 4(b) of this
Agreement, in the event of involuntary termination of Executive’s employment with
Employer, other than for Cause, Disability, Retirement, (each defined below) or death,
or in the event of voluntary termination for Good Reason (defined below), (i) within
the Severance Protection Period after a Change in Control, (ii) within twelve (12)
months before a definitive agreement providing for a Change in Control is entered into
or (iii) within the period between the date a definitive agreement is executed and the
effective date of the Change of Control, Employer will pay Executive a severance
payment in the amount determined pursuant to the next section (“Severance Payment”),
payable on the later of the date of termination, the effective date of the
Change in Control, or the first day of the seventh month after the month in which the
Executive’s termination of employment occurs. The “Severance Protection Period” shall
be the period beginning on the effective date of the Change of Control and continuing
thereafter for twenty-four (24) months.
	 
	 	b)	 	Amount of Payment. The Severance Payment shall be an amount equal to
two (2) times the average of the total base compensation and short term bonus received
by Executive for each of the two most recent calendar years.





11)
Excise Tax Under Internal Revenue Code Sections 280G and 4999.





	 	a)	 	Partial Reimbursement of Excise Tax. If a Change in Control occurs the
Executive may become entitled to acceleration of benefits under this
Agreement or under any other plan or agreement of or with PSB or IMCB, including
accelerated vesting of stock options and acceleration of benefits under any other
benefit, compensation, or incentive plan or arrangement with PSB or IMCB (collectively,
the “Total Benefits”). If a Change in Control occurs, IMCB and PSB shall cause the
certified public accounting firm retained by IMCB as of the date immediately before the
Change in
Control (the “Accounting Firm”) to calculate the Total Benefits and any excise tax
payable by the Executive under sections 280G and 4999 based upon the Total Benefits. If
the Accounting Firm determines that an excise tax is payable, at the same time PSB pays
the Change in Control benefit under Section 10 of this Agreement, and not before, PSB
shall also pay to the Executive an amount in cash equal to the excise tax calculated by
the Accounting Firm (the “Excise Tax”). The Executive acknowledges and agrees





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	 	 	 	that this Section 11 provides for partial reimbursement only of the final excise tax
that may be payable by him, and that additional unreimbursed excise taxes may be payable
by him after taking into account the reimbursement payment provided under this Section
11. The partial reimbursement of the excise tax under this Section 11 shall be made in
addition to the amount set forth in Section 10.






	 	(b)	 	Calculating the Excise Tax. For purposes of determining whether any of
the Total Benefits will be subject to the Excise Tax and for purposes of determining
the amount of the Excise Tax,






	 	1) Determination of “Parachute Payments” Subject to the Excise Tax: any other payments
or benefits received or to be received by the Executive in connection with a Change in
Control or the Executive’s Termination of Employment (whether under the terms of this
Agreement or any other agreement, stock option plan or any other benefit plan or
arrangement with PSB or IMCB, any person whose actions result in a Change in Control or
any person affiliated with PSB, IMCB, or such person) shall be treated as “parachute
payments” within the meaning of section 280G(b)(2) of the Internal Revenue Code, and all
“excess parachute payments” within the meaning of section 280G(b)(1) shall be treated as
subject to the Excise Tax, unless in the opinion of the Accounting Firm such other
payments or benefits do not constitute (in whole or in part) parachute payments, or such
excess parachute payments represent (in whole or in part) reasonable compensation for
services actually rendered within the meaning of section 280G(b)(4) of the Internal
Revenue Code in excess (as defined in section 280G(b)(3) of the Internal Revenue Code),
or are otherwise not subject to the Excise Tax,
	 
	 	2) Calculation of Benefits Subject to Excise Tax: the amount of the Total Benefits that
shall be treated as subject to the Excise Tax shall be equal to the lesser of (a) the
total amount of the Total Benefits reduced by the amount of such Total Benefits that in
the opinion of the Accounting Firm are not parachute payments, or (b) the amount of
excess parachute payments within the meaning of section 280G(b)(1) (after applying
clause (i), above), and
	 
	 	3) Value of Noncash Benefits and Deferred Payments: the value of any noncash benefits or
any deferred payment or benefit shall be determined by the Accounting Firm in accordance
with the principles of sections 280G(d)(3) and (4) of the Internal Revenue Code.






	 	(c)	 	Assumed Marginal Income Tax Rate. For purposes of determining the
amount of the partial Excise Tax reimbursement payment to be made under this Section
11, the Executive shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation in the calendar year in which the partial Excise Tax
reimbursement under this Section 11 is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and locality of the Executive’s
residence on the date of Termination of





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	 	 	 	Employment, net of the reduction in federal income taxes that can be obtained from
deduction of such state and local taxes (calculated by assuming that any reduction under
section 68 of the Internal Revenue Code in the amount of itemized deductions allowable
to the Executive applies first to reduce the amount of such state and local income taxes
that would otherwise be deductible by the Executive, and applicable federal FICA and
Medicare withholding taxes).
	 
	 	(d)	 	Accounting Firm’s Determinations Are Final and Binding. All
determinations made by the Accounting Firm under this Section 11 shall be final and
binding on PSB, IMCB, and the Executive. All determinations required to be made under
this Section 11 – including the assumptions used to calculate Total Benefits and the
Excise Tax – shall be made by the Accounting Firm, which shall provide detailed
supporting calculations both to PSB and the Executive.





12) Definitions





	 	a)	 	Termination for Cause and Cause. “Involuntary Termination for Cause”
and “Cause” mean termination of the Executive’s employment for any of the following
reasons:






	 	1)	 	the Executive’s gross negligence or gross neglect of duties or
intentional and material failure to perform stated duties after written notice
thereof, or;
	 
	 	2)	 	disloyalty or dishonesty by the Executive in the performance of
the Executive’s duties, or a breach of the Executive’s fiduciary duties for
personal profit, in any case whether in the Executive’s capacity as a director
or officer, or
	 
	 	3)	 	intentional wrongful damage by the Executive to the business or
property of the Bank or its affiliates, including without limitation the
reputation of the Bank, which in the judgment of the Bank causes material harm
to the Bank or affiliates, or
	 
	 	4)	 	a willful violation by the Executive of any applicable law or
significant policy of the Bank or an affiliate that, in the Bank’s judgment,
results in an adverse effect on the Bank or the affiliate, regardless of
whether the violation leads to criminal prosecution or conviction. For
purposes of this Agreement, applicable laws include any statute, rule,
regulatory order, statement of policy, or final cease-and-desist order of any
governmental agency or body having regulatory authority over the Bank, or
	 
	 	5)	 	the occurrence of any event that results in the Executive being
excluded from coverage, or having coverage limited for the Executive as
compared to other executives of the Bank, under the Bank’s blanket bond or
other fidelity or insurance policy covering its directors, officers, or
employees, or
	 
	 	6)	 	the Executive is removed from office or permanently prohibited
from participating in the Bank’s affairs by an order issued under section




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	 	 	 	8(e)(4) or section 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
1818(e)(4) or (g)(1), or
	 
	 	7)	 	conviction of the Executive for or plea of no contest to a
felony or conviction of or plea of no contest to a misdemeanor involving moral
turpitude, or the actual incarceration of the Executive for 45 consecutive days
or more.






	 	b)	 	Change in Control. “Change in Control” means a change in control as
defined in Code section 409A and rules, regulations, and guidance of general
application thereunder issued by the Department of the Treasury, including:






	 	1)	 	Change in ownership: a change in ownership of Intermountain
Community Bancorp, an Idaho corporation of which the Employer is a wholly owned
subsidiary, occurs on the date any one person or group accumulates ownership of
Intermountain Community Bancorp stock constituting more than 50% of the total
fair market value or total voting power of Intermountain Community Bancorp
stock,;
	 
	 	2)	 	Change in effective control: (i) any one person, or more than
one person acting as a group, acquires within a 12-month period ownership of
Intermountain Community Bancorp stock possessing 30% or more of the total
voting power of Intermountain Community Bancorp stock, or (ii) a majority of
Intermountain Community Bancorp’s board of directors is replaced during any
12-month period by directors whose appointment or election is not endorsed in
advance by a majority of Intermountain Community Bancorp’s board of directors,
or;
	 
	 	3)	 	Change in ownership of a substantial portion of assets: a
change in ownership of a substantial portion of Intermountain Community
Bancorp’s assets occurs if in a 12-month period any one person or more than one
person acting as a group acquires from Intermountain Community Bancorp assets
having a total gross fair market value equal to or exceeding 40% of the total
gross fair market value of all of Intermountain Community Bancorp’s assets
immediately before the acquisition or acquisitions. For this purpose, gross
fair market value means the value of Intermountain Community Bancorp’s assets,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with the assets.






	 	c)	 	Change in Control Proposal. “Change in Control Proposal” has the
meaning assigned in Section 4(b) of this Agreement.
	 
	 	d)	 	Disability. “Disability” means, because of a medically determinable
physical or mental impairment that can be expected to result in death or that can be
expected to last for a continuous period of at least 12 months, (i) the Executive is
unable to engage in any substantial gainful activity, or (ii) the Executive is
receiving income replacement benefits for a period of at least three months under an
accident and health plan of the employer. Medical determination of disability may be
made either by the Social Security Administration or by the provider of an accident or
health plan covering





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	 	 	 	employees of the Employer. Upon request of the Plan Administrator, the Executive must
submit proof to the Plan Administrator of the Social Security Administration’s or
provider’s determination.
	 
	 	e)	 	Retirement. “Retirement” shall mean voluntary termination by
Executive in accordance with PSB’s retirement policies, including early retirement, if
applicable to their salaried employees.
	 
	 	f)	 	Good Reason. “Voluntary Termination with Good Reason” means a
voluntary termination of employment by the Executive if any one or more of the
following conditions occur without the Executive’s advance written consent, provided
that (i) Executive shall have given notice to the Employer of the existence of one or
more of the following conditions within ninety (90) days following the initial
existence of the condition(s), (ii) that within thirty (30) days after such notice
Employer shall have failed to remedy such condition(s) and (iii) the Executive’s
voluntary termination due to one or more of such conditions shall have occurred within
twenty-four (24) months following the initial existence of at least one of the
conditions:






	 	1)	 	a material diminution of the Executive’s base salary;
	 
	 	2)	 	a material diminution of the Executive’s authority, duties, or
responsibilities;
	 
	 	3)	 	a material diminution in the authority, duties, or
responsibilities of the supervisor to whom the Executive is required to report,
including a requirement that the Executive report to a corporate officer or
employee instead of reporting directly to the board of directors;
	 
	 	4)	 	a material diminution in the budget over which the Executive
retains authority;
	 
	 	5)	 	a material change in the geographic location at which the
Executive must perform services for the Employer, or;
	 
	 	6)	 	any other action or inaction that constitutes a material breach
by the Employer of this agreement or of any other agreement under which the
Executive provides services to the Employer.






	13)	 	Confidentiality. Executive will not, after signing this Agreement, including during and
after its Term, use for his own purposes or disclose to any other person or entity any
confidential information concerning Employer or its business operations or customers, unless
(1) Employer consents to the use or disclosure of its confidential information, (2) the use or
disclosure is consistent with Executive’s duties under this Agreement, or (3) disclosure is
required by law or court order. Confidential information includes, but is not limited to,
financial information, customer lists, marketing strategies, and business plans.






	14)	 	Return of Employer Property. If and when Executive ceases, for any reason, to be employed by
Employer, Executive must return to Employer all keys, pass cards, identification cards and any
other property of Employer. At the same time, Executive also must return to Employer all
originals and copies (whether in hard copy, electronic or other form) of any documents, notes,
memoranda, designs, devices,





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diskettes, tapes, manuals, and specifications which constitute proprietary information or
material of Employer. The obligations in this Section include the return of documents and other
materials which may be in Executive’s desk at work, in Executive’s car or place of residence, or
in any other location under Executive’s control.





	15)	 	Non-Solicitation. Executive shall not solicit or cause to be solicited for employment any
employee of Employer for a period of two (2) years following Executive’s termination; nor
solicit or cause to be solicited the business and/or accounts of customers of Employer for a
period of two years following Executive’s termination. Executive’s obligations under this
Section 15 terminate immediately upon a Change in Control.






	16)	 	Non-competition. Except as otherwise expressly provided in this Agreement, while Executive
is employed by Employer and for two years following termination of Executive’s employment for
any reason, , Executive will not become involved with a Competing Business or serve, directly
or indirectly, a Competing Business in any manner, including, without limitation, as a
shareholder, member, partner, director, officer, manager, investor, organizer, “founder,”
employee, consultant, or agent; provided, however, that Executive may acquire
and passively own an interest not exceeding 2% of the total equity interest in a Competing
Business. Executive’s obligations under this Section 16 terminate immediately upon a Change
in Control. For purposes of this Agreement, the term “Competing Business” means any financial
service institutions, including without limitation banks, insurance companies, leasing
companies, mortgage companies, and brokerage firms that engage in business in the State of
Idaho, or southeastern Oregon, or eastern Washington.





17) Enforcement.





	 	a)	 	Employer and Executive stipulate that, in light of all of the facts and
circumstances of the relationship between Executive and Employer, the agreements
referred to in Sections 15 and 16 (including without limitation their scope, duration
and geographic extent) are fair and reasonably necessary for the protection of
Employer’s goodwill and other protectable interests. If a court of competent
jurisdiction should decline to enforce any of those covenants and agreements, Executive
and Employer request the court to reform these provisions to restrict Executive’s
ability to compete with Employer to the maximum extent, in time, scope of activities,
and geography, the court finds enforceable.
	 
	 	b)	 	Executive acknowledges that Employer will suffer immediate and irreparable harm
that will not be compensable by damages alone, if Executive repudiates or breaches any
of the provisions of Sections 15 and 16 or threatens or attempts to do so. For this
reason, under these circumstances, Employer, in addition to and without limitation of
any other rights, remedies or damages available to it at law or in equity, will be
entitled to obtain temporary, preliminary, and permanent injunctions in order to
prevent or restrain the




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	 	 	 	breach, and Employer will not be required to post a bond as a condition for the granting
of this relief.






	18)	 	Adequate Consideration. Executive specifically acknowledges the receipt of adequate
consideration, including without limitation the Termination Payment, identified in Section 9,
if due and owing, for the covenants contained in Sections 15 and 16 and that Employer is
entitled to require him to comply with those Sections regardless of the reason(s) for
Executive’s separation of employment with Employer. Sections 15 and 16 will survive
termination of this Agreement, but will expire no later than two years from the date of the
termination of employment or the maturity of this agreement, whichever is later. Executive
represents that if his employment is terminated, whether voluntarily or involuntarily,
Executive has experience and capabilities sufficient to enable Executive to obtain employment
in areas which do not violate this Agreement and that Employer’s enforcement of a remedy by
way of injunction will not prevent Executive from earning a livelihood.






	19)	 	Entire Agreement. This agreement constitutes the entire understanding between the parties
concerning its subject matter and supersedes all prior agreements, including that certain
employment agreement between Executive and Employer effective January 1, 2002 and the Change
in Control Agreement. Accordingly, Executive specifically waives the terms of and all of
Executive’s rights under any severance provisions of any employment and/or change-in-control
agreements, whether written or oral, previously entered into with PSB and/or IMCB.
Notwithstanding the preceding, the terms of this agreement are separate from and do not
supercede the terms of the Tax Bonus Agreement or the Salary Continuation Agreement.






	20)	 	Savings Clause Relating to Compliance with Code Section 409A. Despite any contrary provision
of this Agreement, if when the Executive’s employment terminates the Executive is a specified
employee, as defined in Code section 409A, and if any payments under Articles 9, 10 or 11 of
this Agreement will result in additional tax or interest to the Executive because of section
409A, the Executive shall not be entitled to the payments under Articles 9, 10 or 11 until the
earliest of (i) the date that is at least six months after termination of the Executive’s
employment for reasons other than the Executive’s death, (ii) the date of the Executive’s
death, or (iii) any earlier date that does not result in additional tax or interest to the
Executive under section 409A. If any provision of this Agreement would subject the Executive
to additional tax or interest under section 409A, the Employer shall reform the provision.
However, the Employer shall maintain to the maximum extent practicable the original intent of
the applicable provision without subjecting the Executive to additional tax or interest, and
the Employer shall not be required to incur any additional compensation expense as a result of
the reformed provision.





21) Miscellaneous Provisions.





	 	a)	 	Choice of Law. This Agreement is made with reference to and is
intended to be construed in accordance with the laws of the State of Idaho.




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	 	b)	 	Payment of Legal Fees. Employer is aware that after a Change in Control
management could cause or attempt to cause Employer to refuse to comply with the
obligations under this Agreement, or could institute or cause or attempt to cause
Employer to institute litigation seeking to have this Agreement declared unenforceable,
or could take or attempt to take other action to deny Executive the benefits intended
under this Agreement. In these circumstances the purpose of this Agreement would be
frustrated. It is Employer’s intention that the Executive not be required to incur the
expenses associated with the enforcement of his rights under this Agreement, whether by
litigation or other legal action, because the cost and expense thereof would
substantially detract from the benefits intended to be granted to the Executive
hereunder. It is Employer’s intention that the Executive not be forced to negotiate
settlement of his rights under this Agreement under threat of incurring expenses.
Accordingly, if after a Change in Control occurs it appears to the Executive that (a)
Employer has failed to comply with any of its obligations under this Agreement, or (b)
Employer or any other person has taken any action to declare this Agreement void or
unenforceable, or instituted any litigation or other legal action designed to deny,
diminish, or to recover from the Executive the benefits intended to be provided to the
Executive hereunder, Employer irrevocably authorize the Executive from time to time to
retain counsel of his choice, at Employer’s expense as provided in this paragraph (b),
to represent the Executive in connection with the initiation or defense of any
litigation or other legal action, whether by or against Employer or any director,
officer, stockholder, or other person affiliated with Employer, in any jurisdiction.
Notwithstanding any existing or previous attorney-client relationship between Employer
and any counsel chosen by the Executive under this paragraph (b), Employer irrevocably
consents to the Executive entering into an attorney-client relationship with that
counsel, and Employer and the Executive agree that a confidential relationship shall
exist between the Executive and that counsel. The fees and expenses of counsel selected
from time to time by the Executive as provided in this section shall be paid or
reimbursed to the Executive by Employer on a regular, periodic basis upon presentation
by the Executive of a statement or statements prepared by such counsel in accordance
with such counsel’s customary practices, up to a maximum aggregate amount of $500,000,
whether suit be brought or not, and whether or not incurred in trial, bankruptcy, or
appellate proceedings. Employer’s obligation to pay the Executive’s legal fees provided
by this paragraph (b) operates separately from and in addition to any legal fee
reimbursement obligation Employer may have with the Executive under any separate
severance, employment, salary continuation, or other agreement. Anything in this
paragraph (b) to the contrary notwithstanding however, Employer shall not be required
to pay or reimburse the Executive’s legal expenses if doing so would violate section
18(k) of the Federal Deposit Insurance Act [12 U.S.C. 1828(k)] and Rule 359.3 of the
Federal Deposit Insurance Corporation [12 CFR 359.3].




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	 	c)	 	Successors. This Agreement shall bind and inure to the benefit of the
Parties and each of their respective affiliates, legal representatives, heirs,
successors and assigns.
	 
	 	d)	 	Amendment. This Agreement may be amended only in a writing signed by
the Parties.
	 
	 	e)	 	Headings. The headings of sections of this Agreement have been
included for convenience of reference only. They shall not be construed to modify or
otherwise affect in any respect any of the provisions of the Agreement.
	 
	 	f)	 	Counsel Review. Executive acknowledges that he has had the opportunity
to consult with independent counsel with respect to the negotiation, preparation, and
execution of this Agreement.
	 
	 	g)	 	Severability. The provisions of this Agreement are severable. The invalidity
of any provision will not affect the validity of other provisions of this Agreement.




EXECUTED by each of the Parties effective as of the date first stated above.




	 	 	 	 	 
	IMCB 

Intermountain Community Bancorp, 

an Idaho Corporation

	 	EXECUTIVE

Curt Hecker

President & CEO, Intermountain

Community Bancorp

CEO, Panhandle State Bank	 	 
	 
	 	 	 	 
	/s/

	 	/s/	 	 
	 

John B. Parker

	 	 

Curt Hecker
	 	 
	Chairman of the Board

	 	Date:                                         	 	 
	Date:                                         
	 	 	 	 






PSB

Panhandle State Bank,

an Idaho State Chartered Bank




	 	 	 
	/s/
	 	 
	 

John B. Parker

	 	 
	Chairman of the Board
	 	 
	Date:                                        
	 	 







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