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.
Percent of the Original
Number of Shares that
Vesting Date Vest*
--------------- -----------------------
March 31, 2006 33%
January 2, 2007 33%
January 2, 2008 34%
* 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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