EXHIBIT 10.10
STOCK PURCHASE AGREEMENT
FOR
XXXXXXX X. XXXXX
THIS AGREEMENT is effective the 16th day of November, 2001, between
INTERMOUNTAIN COMMUNITY BANCORP and XXXXXXX X. XXXXX.
RECITALS
A. On date of execution hereof, XXXXXXX X. XXXXX has or will
enter into an executive employment agreement with INTERMOUNTAIN COMMUNITY
BANCORP (IMCB); and
B. As additional consideration to XXXXX for entering into the
Executive Employment Agreement IMCB is willing to provide a bonus to XXXXX upon
the terms and conditions set forth herein.
WHEREFORE, BASED UPON THE FOREGOING RECITALS, THE EXECUTIVE EMPLOYMENT
AGREEMENT AND THE TERMS AND CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS
FOLLOWS:
1. On or before December 15, 2001, XXXXX, shall purchase shares
of IMCB stock for an aggregate purchase price of $125,000.00. Such purchases
shall be made either on the open market or through XXXXX'x exercise of vested
stock options. In the event XXXXX completes the stock purchase on or prior to
December 15, 2001, and executes the Executive Employment Agreement referenced in
the recitals above, INTERMOUNTAIN COMMUNITY BANCORP shall pay to XXXXX in the
form of a bonus the total sum of $125,000.00, which shall be paid in annual
installments of $25,000.00 per year, with the first payment due on or before
December 16,
STOCK PURCHASE AGREEMENT
XXXXXXX X. XXXXX 1B
2001, and like annual payments due on or before the 16th day of December of each
year until the final payment on December 16, 2005. All annual payments shall be
subject to standard withholding.
2. The annual bonus payments identified herein shall not be
considered earned until actually paid pursuant to this agreement and to qualify
for each annual payment, XXXXX must still be a full time employee on each
payment date. Any vested and unpaid bonus will be forfeited if XXXXX leaves the
employment of the bank (1) by his own volition; or (2) is terminated for just
cause. Under the following circumstances, XXXXX will become fully vested and
will be entitled to be paid, in cash, the balance of the bonus amount upon the
following events:
(a) Death;
(b) Permanent disability; or
(c) In the event more than fifty (50%) percent of the
stock of IMCB is sold or there has been a change of control as a result
of a merger.
3. The benefits contemplated by this agreement are hereby
expressly declared to be non-assignable and any such attempt at assignment shall
be void and of no effect.
4. This agreement shall be binding upon and shall inure to the
benefit of the parties and their successors or assigns.
INTERMOUNTAIN COMMUNITY BANCORP
/s/ Xxxx X. Xxxxxx /s/ Xxxxxxx X. Xxxxx
----------------------------------------- -----------------------------
By: XXXX X. XXXXXX, Chairman of the Board XXXXXXX X. XXXXX
STOCK PURCHASE AGREEMENT
XXXXXXX X. XXXXX 1B