EXHIBIT 10.11
STOCK PURCHASE AGREEMENT
FOR
XXXX XXXXX
THIS AGREEMENT is effective the 12th day of February ,2003 between
Intermountain Community Bancorp (IMCB) and Xxxx Xxxxx (Executive).
RECITALS
A. On date of execution hereof, IMCB is willing to provide a
bonus to Executive upon the terms and conditions set forth
herein.
B. As consideration for receipt of said bonus, Employee will be
bound to a right of first refusal for repurchase of the shares
by IMCB of any and all IMCB stock obtained as part of this
Agreement.
WHEREFORE, BASED UPON THE FOREGOING RECITALS AND THE TERMS AND
CONDITIONS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. Within 90 days of signing this agreement, Employee shall
purchase shares of IMCB stock for an aggregate purchase price of up to
$50,000.00. Such purchases shall be made either on the open market or through
Executive's exercise of vested stock options (if available). In the event
Executive completes the stock purchase as required by this agreement, IMCB shall
pay to Executive in the form of a bonus the lesser of the actual dollar amount
of stock purchased including fees and/or commissions or $50,000.00 , which shall
be paid in annual installments of $10,000.00 per year, with the first payment
due on or before December 15, 2003, and like annual payments due on or before
the 15th day of December of each year until the final payment on December 15,
2007. All annual payments shall be subject to standard withholding taxes.
2. All shares of IMCB stock obtained as part of this Agreement
are subject to a right of first refusal for repurchase by IMCB.
3. 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, Executive must still be a full time employee on each payment date. Any
vested and unpaid bonus will be forfeited if Executive leaves the employment of
the bank (1) by his own volition; or (2) is terminated for just cause. Under the
following circumstances, Executive 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;
(c) In the event more than fifty (50%) percent of the
stock of IMCB is sold constituting a change of
control as a result of a merger or similar
acquisition transaction;
(d) In the event that the Executive is re-assigned by
IMCB to another organization that is not directly
controlled by IMCB; or
(e) By mutual consent of IMCB and the Executive.
4. 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.
5. 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 4/8/03 /s/ Xxxx Xxxxx 3/27/03
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Xxxx X. Xxxxxx Date Xxxx Xxxxx Date
Chairman Senior Vice President
Credit Administration
/s/ Xxxx Xxxxxx 3/27/03
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Xxxx Xxxxxx Date
President and Chief Executive Officer
