exv10w1






Exhibit 10.1




December 10, 2008




[Senior Executive Officer]

c/o Intermountain Community Bancorp

414 Church Street

Sandpoint, ID 83864




Dear [Senior Executive Officer],




     Intermountain Community Bancorp (the “Company”) has been approved to enter into a Securities
Purchase Agreement (the “Participation Agreement”), with the United States Department of Treasury
(“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”).



     For the Company to participate in the CPP and as a condition to the closing of the investment
contemplated by the Participation Agreement, the Company is required to establish specified
standards for incentive compensation to its senior executive officers and to make changes to its
compensation arrangements. To comply with these requirements, and in consideration of the benefits
that you will receive as a result of the Company’s participation in the CPP, you agree as follows:




	 	(1)	 	No Golden Parachute Payments. The Company is prohibiting any golden parachute
payment to you during any “CPP Covered Period.” A “CPP Covered Period” is any period
during which (a) you are a senior executive officer and (b) Treasury holds an equity or
debt position acquired from the Company in the CPP.
	 
	 	(2)	 	Recovery of Bonus and Incentive Compensation. Any bonus and incentive compensation
paid to you during a CPP Covered Period is subject to recovery or “clawback” by the
Company if the payments were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.
	 
	 	(3)	 	Compensation Program Amendments. Each of the Company’s compensation, bonus,
incentive and other benefit plans, arrangements and agreements (including golden
parachute, severance and employment agreements) (collectively, “Benefit Plans”) with
respect to you is hereby amended to the extent necessary to give effect to provisions (1)
and (2).
	 
	 	 	 	In addition, the Company is required to review its Benefit Plans to ensure that they do
not encourage senior executive officers to take unnecessary and excessive risks that
threaten the value of the Company. To the extent any such review requires revisions to
any Benefit Plan with respect to you, you and the Company agree to negotiate such
changes promptly and in good faith.
	 
	 	(4)	 	Definitions and Interpretation. This letter shall be interpreted as follows:






	 	•	 	“Senior executive officer” means the Company’s “senior executive officers” as
defined in subsection 111(b)(3) of EESA.
	 
	 	•	 	“Golden parachute payment” is used with the same meaning as in subsection
111(b)(2)(C) of EESA.




 









 












	 	•	 	“EESA” means the Emergency Economic Stabilization Act of 2008 as implemented by
guidance or regulation that has been issued and is in effect as of the “Closing
Date” as defined in the Participation Agreement.
	 
	 	•	 	The term “Company” includes any entities treated as a single employer with the
Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You are also
delivering a waiver pursuant to the Participation Agreement, and, as between the
Company and you, the term “employer” in that waiver will be deemed to mean the
Company as used in this letter.
	 
	 	•	 	The term “CPP Covered Period” shall be limited by, and interpreted in a manner
consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing Date).
	 
	 	•	 	Provisions (1) and (2) of this letter are intended to, and will be interpreted,
administered and construed to, comply with Section 111 of EESA (and, to the maximum
extent consistent with the preceding, to permit operation of the Benefit Plans in
accordance with their terms before giving effect to this letter).
	 
	 	•	 	The validity, interpretation, construction and performance of this letter shall
be governed by the laws of the State of Idaho.





*       *      *




     The Board appreciates the concessions you are making and looks forward to your continued
leadership during these financially turbulent times.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 	 
	 
	 	 	 	 	 	 
	 	 	INTERMOUNTAIN COMMUNITY BANCORP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Curt Hecker
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 





Intending to be legally bound, I agree

with and accept the foregoing terms.




                                                            

[Senior Executive Officer]