**EXHIBIT 10.1**
**INTERMOUNTAIN COMMUNITY BANCORP****AMENDED AND RESTATEDDIRECTOR STOCK PLAN**
**1.**  **Purpose of the Plan**. The purpose of this Amended and Restated Director Stock Plan (“Plan”)is to provide additional incentives to Directors of Intermountain Community Bancorp, an Idahocorporation (“Bancorp”) and any of its existing or future Subsidiaries, thereby helping toattract and retain the best available personnel for positions as directors of Bancorp andotherwise promoting the success of the business activities of Bancorp. Bancorp intends thatOptions issued under this Plan will constitute nonqualified stock options. **2.**  **Definitions**. **As**used in this Plan, the following definitions apply**:**
 a.  “Bancorp” has the meaning set forth in paragraph 1 of this Plan.  b.  “Board” means the Board of Directors of Bancorp.  c.  “Code” means the Internal Revenue Code of 1986, as amended.  d.  “Common Stock” means Bancorp’s common stock, currently with no par value.  e.  “Committee” has the meaning set forth in subparagraph 4.a of this Plan.  f.  “Continuous Status as a Director” means the absence of any interruption ortermination of service as a Director.  g.  “Date of Grant” of an Option or a Restricted Stock Award means the date onwhich the Committee makes the determination granting such Option or Restricted StockAward, or such later date as the Committee may designate. The Date of Grant shall bespecified in the Option agreement or the Restricted Stock Purchase Agreement, as thecase may be**.**  h.  “Director” means any person serving as a member of the Board of Bancorp, or aSubsidiary of Bancorp that is currently in existence or is hereafter organized or isacquired by Bancorp.  i.  “Exercise Price” has the meaning set forth in subparagraph 4.b(2) of this Plan.  j.  “Fair Market Value” shall mean, when referring to the Common Stock, the fairmarket value of such stock, as determined by the Board in good faith. Thedetermination of the Board shall be conclusive and binding on all persons.  k.  “Grantee” means a Director who receives a Restricted Stock Award.  l.  “Option” means a stock option granted under this Plan, which constitutes anonqualified stock option.  m.  “Optionee” means a Director who receives an Option.  n.  “Plan” has the meaning set forth in paragraph 1 of this Plan.  o.  “Parent” means any corporation owning at least eighty percent (80%) of thetotal voting power of the issued and outstanding stock of Bancorp, and eighty percent(80%) of the total value of the issued and outstanding stock of Bancorp.  p.  “Purchase Price” means the amount, determined as provided in paragraph 7.b ofthis Plan, that a Grantee is required to pay to acquire shares of Common Stock pursuantto a Restricted Stock Award.  q.  “Restricted Stock Award” means an offer by Bancorp to issue to a Directorshares of Common Stock that are subject to restrictions, as provided in this Plan.
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 r.  “Restricted Stock Purchase Agreement” has the meaning set forth in subparagraph7.a of this Plan.  s.  “Subsidiary” means any corporation of which not less than fifty percent (50%)of the voting shares are held by Bancorp or a Subsidiary, whether or not suchcorporation now exists or is hereafter organized or acquired by Bancorp or aSubsidiary.
**3.**  **Stock Subject to Options**
 a.  Number of Shares Reserved**.**The sum of all shares of Common Stock thatare (i) subject to or issued under Options granted under this Plan and (ii) issuedpursuant to Restricted Stock Awards under this Plan shall not exceed 219,615 shares,subject to adjustment as provided in subparagraph 6.j of this Plan, of the Common Stockof Bancorp. During the term of this Plan, Bancorp will at all times reserve and keepavailable a sufficient number of shares of its Common Stock to satisfy the requirementsof this Plan.  b.  Expired Options and Unvested Restricted Stock. If any outstandingOption expires or becomes unexercisable for any reason without having been exercised infull, or shares of Common Stock subject to a Restricted Stock Purchase Agreement areforfeited or repurchased by the Bancorp pursuant to such agreement, then the shares ofCommon Stock allocable to the unexercised Option or Restricted Stock Award, or that areforfeited or repurchased by Bancorp pursuant to such Restricted Stock PurchaseAgreement or Option agreement, will again become available for other Options and/orRestricted Stock Awards hereunder.
**4.**  **Administration of the Plan**.
 a.  The Committee. The Board will administer this Plan directly, acting asa Committee of the whole, or if the Board elects, by a separate Committee appointed bythe Board for that purpose and consisting of at least three Board members. Allreferences in the Plan to the “Committee” refers to this separate Committee, if any isestablished, or if none is then in existence, refers to the Board as a whole. Onceappointed, any Committee will continue to serve until otherwise directed by the Board.From time to time, the Board may increase the size of the Committee and appointadditional members, remove members (with or without cause), appoint new members insubstitution, and fill vacancies however caused. The Committee will select one of itsmembers as chairman, and will hold meetings at such times and places as the chairman ora majority of the Committee may determine. At all times, the Board will have the powerto remove all members of the Committee and thereafter to directly administer this Planas a Committee of the whole.
 (1)  Members of the Committee who are eligible for Options orRestricted Stock Awards, or who have been granted Options or Restricted StockAwards, will be counted for all purposes in determining the existence of aquorum at any meeting of the Committee and will be eligible to vote on allmatters before the Committee respecting the granting of Options or RestrictedStock Awards and respecting other matters relating to the administration ofthis Plan.  (2)  At least annually, the Committee shall present a written reportto the Board indicating the Directors to whom Options or Restricted StockAwards have been granted since the date of the last such report, and in eachcase the Date of Grant, the number of shares subject to such Options or grantedunder such Restricted Stock Awards, and the per-share Exercise Price orPurchase Price, as the case may be.
 b.  Powers of the Committee. All actions of the Committee shall be either(i) by a majority vote of the members of the full Committee at a meeting of theCommittee, or (ii) by unanimous written consent of all members of the full Committeewithout a meeting. All decisions, determinations and interpretations of the Committeewill be final and binding on all persons, including, without limitation, all Optionees,any other holders or persons interested in any Options, Grantees and persons holdingshares of Common Stock subject to a Restricted Stock Purchase Agreement, unlessotherwise expressly determined by a vote of the majority of the entire Board. Nomember of the Committee or of the Board will be liable for any action or determinationmade in good faith with respect to the Plan, any Option or any Restricted Stock Award.Subject to all provisions and limitations of the Plan, the Committee will have theauthority and discretion:
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 (1)  to determine the Directors to whom Options and Restricted StockAwards are to be granted, the Dates of Grant, and the number of shares to besubject to each Option or Restricted Stock Award;  (2)  to determine the price at which shares of Common Stock are tobe issued under an Option, subject to subparagraph 6.b of this Plan (“ExercisePrice”), or under a Restricted Stock Award;  (3)  to determine all other terms and conditions of each Option andRestricted Stock Award granted under this Plan (including, without limitation,specification of the dates upon which Options become exercisable, the dates atwhich Common Stock become nonforfeitable under a Restricted Stock PurchaseAgreement and whether the right to exercise an Option or the nonforfeiture ofshares of Common Stock pursuant to a Restricted Stock Purchase Agreement areconditioned on performance standards, periods of service or otherwise), whichterms and conditions can vary among Options and Restricted Stock Awards, as thecase may be;  (4)  to modify or amend the terms of any Option or Restricted StockAward previously granted, or, in the case of Options, to grant substituteOptions, subject to subparagraphs 6.l and 6.m of this Plan;  (5)  to authorize any person or persons to execute and deliverOption agreements and Restricted Stock Purchase Agreements, or to take anyother actions deemed by the Committee to be necessary or appropriate to effectthe grant of Options or Restricted Stock Awards by the Committee; and  (6)  to interpret this Plan and to make all other determinations andtake all other actions that the Committee deems necessary or appropriate toadminister this Plan in accordance with its terms and conditions.
**5.**  **Eligibility**. Options and Restricted Stock Awards under this Plan may be granted only toDirectors. The granting of Options and Restricted Stock Awards under this Plan will beentirely discretionary with the Committee. Adoption of this Plan will not confer on anyDirector any right to receive an Option or a Restricted Stock Award under this Plan unless anduntil said Option or Restricted Stock Award, as the case may be, is granted by the Committeein its sole discretion. Neither the adoption of this Plan nor the granting of any Options orRestricted Stock Awards under this Plan will confer upon any Optionee, Grantee or any otherDirector any right with respect to continuation of status as a Director, nor will the sameinterfere in any way with his or her right or with the right of the shareholders of Bancorp orany Subsidiary to terminate his or her status as a Director at any time. **6.**  **Terms and Conditions of Options**. All Options granted under this Plan shall be authorized bythe Committee, and shall be documented in written Option agreements in such form as theCommittee will approve from time to time, which agreements shall comply with and be subject toall of the following terms and conditions:
 a.  Number of Shares; Annual Limitation. Each Option agreement shall statethe number of shares subject to Option. Any number of Options may be granted to asingle eligible Director at any time and from time to time.  b.  Exercise Price and Consideration. Each option agreement must state theExercise Price for the shares of Common Stock to be issued under the Option, whichprice must be not less than the greater of (1) the Fair Market Value of the CommonStock or (2) the net book value of the Common Stock at the time of grant, as isdetermined by the Committee. The Exercise Price shall be payable either (i) in UnitedStates dollars upon exercise of the Options, or (ii) if approved by the Board orCommittee, other consideration including without limitation Common Stock, services,debt instruments or other property.  c.  Term of Option. Subject to other applicable provisions of this Planincluding but not limited to subparagraphs 6(g), 6(h) and 6(i), the term of each Optionwill be determined by the Committee in its discretion.
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 d.  Non-transferability of Options. No Option may be sold, pledged,assigned, hypothecated, transferred, or disposed of in any manner other than by will orby the laws of descent or distribution and may be exercised, during the lifetime of theOptionee, only by the Optionee.  e.  Manner of Exercise. An Option will be deemed to be exercised whenwritten notice of exercise has been given to Bancorp in accordance with the terms ofthe Option by the person entitled to exercise the Option, together with full paymentfor the shares of Common Stock subject to said notice.  f.  Rights as Shareholder. An Optionee shall have none of the rights of ashareholder with respect to any shares covered by his or her Option unless and untilthe Optionee has exercised such Option and submitted full payment for the shares.  g.  Death of Optionee. In the event of the death of an Optionee who at thetime of his or her death was a Director and who had been in Continuous Status as aDirector since the Date of Grant of the Option, the Option will terminate on theearlier of (i) one year after the date of death of the Optionee, or (ii) the expirationdate otherwise provided in the Option agreement, except that if the expiration dateshould occur during the 180-day period immediately following the Optionee’s death, suchOption will terminate at the end of such 180-day period. The Option will beexercisable at any time prior to such termination by the Optionee’s estate, or by suchperson or persons who have acquired the right to exercise the Option by bequest or byinheritance or by reason of the death of the Optionee.  h.  Disability of Optionee. If an Optionee’s status as a Director isterminated at any time during the Option period by reason of a disability (within themeaning of Section 22(e)(3) of the Internal Revenue Code) and if said Optionee hadmaintained Continuous Status as a Director at all times between the date of grant ofthe Option and the termination of his or her status as a Director, his or her Optionshall terminate no later than the earlier of (i) one year after the date of terminationof his or her status as a Director, or (ii) the expiration date otherwise provided inhis or her Option agreement.  i.  Termination of Status as a Director.
 (1)  If an Optionee’s status as a Director is terminated at any timeafter the grant of an Option to such Director for any reason other than deathor disability (as described in subparagraphs 6.g and 6.h of this Plan, andexcepting if the Director is removed for cause, as provided in subparagraph (2)below), then such Option will terminate no later than the earlier of (i) thesame day of the sixth month after the date of termination of his or her statusas a Director, or (ii) the expiration date otherwise provided in his or herOption agreement.  (2)  If an Optionee is removed as a Director for cause at any timeafter the grant of an Option to such Director, then such Option shall terminateat the end of the day on the date of termination of his or her status as aDirector. For this purpose, “cause” includes fraud or willful misconduct orany other conduct that the Board reasonably believes will cause or has causedBancorp substantial injury as a result of gross negligence or dishonesty.
 j.  Adjustments Upon Changes in Capitalization. Subject to any requiredaction by the shareholders of Bancorp, the number of shares of Common Stock covered byeach outstanding Option, the number of shares of Common Stock available for grant ofadditional Options, and the per-share Exercise Price in each outstanding Option, willbe proportionately adjusted for any increase or decrease in the number of issued sharesof Common Stock resulting from any stock split or other subdivision or consolidation ofshares, the payment of any stock dividend (but only on the Common Stock) or any otherincrease or decrease in the number of such shares of Common Stock effected withoutreceipt of consideration by Bancorp; provided, however, that conversion of anyconvertible securities of Bancorp will not be deemed to have been “effected withoutreceipt of consideration.” Such adjustment will be made by the Committee, whosedetermination in that respect will be final, binding and conclusive.
 (1)  Except as otherwise expressly provided in this subparagraph6(j), no Optionee will have any rights by reason of any stock split or thepayment of any stock dividend or any other increase or decrease in the numberof shares of Common Stock, and no issuance by Bancorp of shares of stock of anyclass, or securities convertible into shares of stock of any class, will affectthe number of shares or Exercise Price subject to any Options, and no
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    adjustments in Options will be made by reason thereof. The grant of anOption under this Plan will not affect in any way the right or power ofBancorp to make adjustments, reclassifications, reorganizations or changes ofits capital or business structure.
 k.  Conditions Upon Issuance of Shares. Shares of Common Stock will not beissued with respect to an Option granted under this Plan, unless the exercise of suchOption and the issuance and delivery of such shares pursuant thereto will comply withall applicable provisions of law, including, without limitation, applicable federal andstate securities laws. As a condition to the exercise of an Option, Bancorp mayrequire the person exercising such Option to represent and warrant at the time ofexercise that the shares of Common Stock are being purchased only for investment andwithout any present intention to sell or distribute such Common Stock if, in theopinion of counsel for Bancorp, such a representation is required by any of theaforementioned relevant provisions of law.  l.  Corporate Sale Transactions. In the event of the merger orreorganization of Bancorp with or into any other corporation, the sale of substantiallyall of the assets of Bancorp, or a dissolution or liquidation of Bancorp (collectively,“Sale Transaction”), (1) all outstanding Options that are not then fully exercisablewill become exercisable upon the date of closing of any sale transaction or suchearlier date as the Committee may fix; and (2) the Committee may, in the exercise ofits sole discretion, terminate all outstanding Options as of a date fixed by theCommittee. In such event, however, the Committee shall notify each Optionee of suchaction in writing not less than sixty (60) days prior to the termination date fixed bythe Committee, and each Optionee shall have the right to exercise his or her Optionprior to said termination date.  m.  Substitute Stock Options. In connection with an internalreorganization of Bancorp, the Committee is authorized, in its discretion, tosubstitute for any unexercised Option, a new option for shares of the resultingentity’s stock.  n.  Tax Compliance. Bancorp, in its sole discretion, may take actionsreasonably believed by it to be required to comply with any local, state, or federaltax laws relating to the reporting or withholding of taxes attributable to the grant orexercise of any Option or the disposition of any shares of Common Stock issued uponexercise of an Option, including, but not limited to (i) withholding from any Optioneeexercising an Option a number of shares of Common Stock having a Fair Market Valueequal to the amount required to be withheld by Bancorp under applicable tax laws, and(ii) withholding from any form of compensation or other amount due an Optionee, orholder, of shares of Common Stock issued upon exercise of an Option any amount requiredto be withheld by Bancorp under applicable tax laws. Withholding or reporting will beconsidered required for purposes of this subparagraph if the Committee, in its solediscretion, so determines.  o.  Other Provisions. Option agreements executed under this Plan maycontain such other provisions as the Committee will deem advisable.
**7.**  **Restricted Stock Awards**. The Committee will determine all terms and conditions of aRestricted Stock Award (including, without limitation, to which Directors a Restricted StockAward will be granted, the number of shares of Common Stock the Director may purchase pursuantthereto, and the restrictions to which the shares of Common Stock so purchased will besubject), subject to the following:
 a.  Restricted Stock Purchase Agreement. All purchases under a RestrictedStock Award will be evidenced by a written agreement (the “Restricted Stock PurchaseAgreement”). The Restricted Stock Purchase Agreement will be in substantially a form(which may differ among Grantees) that the Committee shall from time to time approve,and will comply with and be subject to the terms and conditions of the Plan. A Granteecan accept a Restricted Stock Award only by signing and delivering to Bancorp theRestricted Stock Purchase Agreement, and paying in full the Purchase Price, if any,within thirty (30) days after the date that the Restricted Stock Purchase Agreement isdelivered to the Grantee. If the Grantee does not so accept the Restricted StockAward, then the offer represented by the Restricted Stock Award will terminate withoutthe need for further action by any party, unless the Committee determines otherwise.  b.  Purchase Price. The Purchase Price for shares acquired by Grantee undera Restricted Stock Award will be determined by the Committee, and may be less than theFair Market Value of the shares of Common Stock on the date the Restricted Stock Awardis granted. The Purchase Price, if any, shall be payable in
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    accordance with any procedures established by Bancorp and may be paid in the form ofeither (i) United States dollars, or (ii) if approved by the Board, other considerationincluding without limitation Common Stock, services, debt instruments or other property.  c.  Terms of Restricted Stock Awards. Shares of Common Stock acquiredpursuant to a Restricted Stock Awards shall be subject to all restrictions, if any,that the Committee may impose. These restrictions may be based on completion of aspecified number of years of service with Bancorp and/or upon completion of performancegoals that are set forth in the Restricted Stock Purchase Agreement entered into byGrantee in connection with the Restricted Stock Award. The Restricted Stock PurchaseAgreement shall be in such form and contain such other provisions (which may differamong Grantees) as the Committee shall from time to time approve and shall comply with,and be subject to the terms and conditions of, this Plan. Prior to the grant of aRestricted Stock Award, the Committee shall: (i) determine the nature, length andstarting date of any period that the Grantee must maintain Continuous Status as aDirector before shares of Common Stock received pursuant to a Restricted Stock Awardshall vest; (ii) select from the factors to be used to measure performance goals, ifany; and (iii) determine the number of shares of Common Stock that may be awarded tothe Grantee.  d.  Termination During Performance Period. Restricted Stock Awards thathave not vested, as provided in the Restricted Stock Purchase Agreement, shall cease tovest immediately if a Grantee ceases to maintain Continuous Status as a Director forany reason, unless the Committee determines otherwise, and Bancorp shall have theright, at the discretion of the Committee, to repurchase all or a portion of the sharesof Common Stock that have not yet vested and that were acquired by Grantee pursuant toa Restricted Stock Award. The purchase price required to be paid by Bancorp for eachshare of Common Stock upon exercise of its rights under this subparagraph 7.d of thePlan shall be the original per share Purchase Price paid by the Grantee for suchshares.  e.  Conditions Upon Issuance of Shares. Shares of Common Stock will not beissued pursuant to a Restricted Stock Award granted under this Plan, unless theissuance and delivery of such shares pursuant thereto will comply with all applicableprovisions of law, including, without limitation, applicable federal and statesecurities laws. As a condition to the issuance of shares of Common Stock pursuant toa Restricted Stock Award, Bancorp may require the Grantee to represent and warrantprior to issuance that the shares of Common Stock are being purchased only forinvestment and without any present intention to sell or distribute such Common Stockif, in the opinion of counsel for Bancorp, such a representation is required by any ofthe aforementioned relevant provisions of law.  f.  Tax Compliance. Bancorp, in its sole discretion, may take actionsreasonably believed by it to be required to comply with any local, state, or federaltax laws relating to the reporting or withholding of taxes attributable to the grantingof a Restricted Stock Award, including, but not limited to withholding from any form ofcompensation or other amount due a Grantee any amount required to be withheld byBancorp under applicable tax laws. Withholding or reporting will be consideredrequired for purposes of this subparagraph if the Committee, in its sole discretion, sodetermines.  g.  Other Provisions. Restricted Stock Purchase Agreements executed underthis Plan may contain such other provisions as the Committee shall deem advisable.
**8.**  **Term of the Plan**. This Plan will become effective, and Options and Restricted Stock Awardsmay be granted, upon adoption of the Plan by the Board, subject to shareholder approval.Unless sooner terminated as provided in subparagraph 8.a of this Plan, this Plan willterminate on the tenth (10th) anniversary of the original effective date of the Plan. Optionsand Restricted Stock Awards may be granted at any time after the effective date and prior tothe date of termination of this Plan.
 a.  Amendment or Early Termination of the Plan. The Board may terminatethis Plan at any time. The Board may amend this Plan at any time and from time to timein such respects as the Board may deem advisable, except that, without approval of theshareholders, no revision or amendment will increase the number of shares of CommonStock subject to this Plan other than in connection with an adjustment undersubparagraph 6.j of this Plan.  b.  Effect of Amendment or Termination. No amendment or termination ofthis Plan will affect Options or Restricted Stock Awards granted prior to suchamendment or termination, and all such Options and
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    Restricted Stock Awards shall remain in full force and effect notwithstanding suchamendment or termination.
9.  Shareholder Approval. Adoption of this Plan shall be subject to ratification by affirmativevote of shareholders owning at least a majority of the outstanding Common Stock at a dulyconvened meeting.
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**CERTIFICATE OF ADOPTION**
     I certify that the foregoing Amended and Restated Director Stock Plan was originally approvedby the Board of Directors of Intermountain Community Bancorp (f/n/a Panhandle Bancorp) on January14, 1999, and amended by the Board of Intermountain Community Bancorp on February 24, 2005.      /s/ Terry L. Merwin       Terry L. Merwin, Secretary  
     I further certify that the foregoing Amended and Restated Director Stock Plan was originallyapproved by the shareholders of Intermountain Community Bancorp (f/n/a Panhandle Bancorp) on August18, 1999, and that the amendments thereto were approved by the shareholders of IntermountainCommunity Bancorp on April 30, 2005.      /s/ Terry L. Merwin       Terry L. Merwin, Secretary  
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