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                                                                    Exhibit 99.2

                                                               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 March 31, 2006.

      Grantee: ____________________

      Shares: ______________________

      Date of Grant: March 31, 2006

This Agreement is subject to the terms and conditions of Bancorp's 2003-2005
Long Term Incentive Plan, as amended (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 granted under
            the Plan ("Restricted Stock Award"), 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 an original of this Agreement duly executed by the Grantee. In
            the event the Grantee fails to make such delivery, 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. Bancorp shall issue
            the Shares to the Grantee, subject to the vesting schedule set forth
            below. As provided in paragraph 3, all certificates representing any
            Unvested Shares (defined below) so issued shall be held in escrow.

      d.    Cash Dividends. Any cash dividends with respect to Unvested Shares
            will be held by Bancorp (unsegregated and as part of its general
            assets) 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

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            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 vest 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 the same extent as the Unvested
            Shares to which they relate.

      f.    Rights Upon Issuance of Shares. Until Unvested Shares are forfeited,
            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 an employee (as determined by 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 an employee
            (the "Unvested Shares") shall be subject to forfeiture, as described
            in paragraph 2.

<TABLE>
<CAPTION>
                       Percent of the Original
                       Number of Shares that
 Vesting Date          Vest*
---------------        -----------------------
<S>                    <C>
March 31, 2006                  33%
January 2, 2007                 33%
January 2, 2008                 34%
</TABLE>

* 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.


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2.    FORFEITURE

      a.    Forfeiture. 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 an employee, unless the
            vesting of such shares is accelerated as described in paragraph 7.a.

      b.    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 subject to forfeiture, 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, in order to reflect the effect of any such
            transaction upon Bancorp's capital structure.

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 that vest (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 Shares vest. As to Shares that are Unvested Shares at the
            time that the Grantee first ceases to maintain continuous status as
            an employee, and which are forfeited, certificates representing the
            Unvested Shares that are forfeited shall be delivered to Bancorp and
            Grantee shall cease to have any further rights or claims 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 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

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            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 MARCH 31, 2006, 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 amount,
            if any, paid, 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 certain circumstances.

      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 amount, if any, paid, 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.

      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

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            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 FORFEITURE RESTRICTIONS LAPSE.
            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, Death or Disability. In the event of a
            change in control, or if Grantee dies or becomes disabled, the
            Unvested Shares will be accelerated according to the terms of
            Section 10 of the Plan.

      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 Employment. Nothing in this Agreement shall affect in
            any manner whatsoever the right or power of Bancorp to terminate the
            Grantee's employment with Bancorp, or the Grantee's ability to quit
            Bancorp's employment, with or without cause, at any time.

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      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:________________________________________

Name:                                Title:  President & Chief Executive Officer

Address:__________________________

        __________________________

        __________________________

Social Security No._______________

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

______________________________________________________________
Name:

                             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.

______________________________________________________________

Print Name:_______________________________

                                      Address: _________________________________

                                               _________________________________

                                               _________________________________

                                      Social Security No._______________________

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                                    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: _____________________, _____

                                     ___________________________________________

                                     Print Name:________________________________

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                                    EXHIBIT B

                           SECTION 83(b) TAX ELECTION

      The undersigned hereby elects pursuant to Internal Revenue Code
Section 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 ("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 may be forfeited in the
      event that the shareholder's service to Bancorp is terminated.

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

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
      ________________________.

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6. Amount paid for property:

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

7. Furnishing statement to employer:

      A copy of this statement has been furnished to Bancorp, as required by
Reg. Section 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.

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