EXHIBIT 10.3
INTERMOUNTAIN COMMUNITY BANCORP
EMPLOYEE STOCK OPTION AGREEMENT
THIS EMPLOYEE STOCK OPTION AGREEMENT ("Agreement") is entered into by
and between Intermountain Community Bancorp ("Bancorp") and the Employee, named
below, on ______________, _______________.
Employee:______________________________________________________________
Option Shares:_________________________ Exercise Price:________________
Date of Grant:_____________________Date of Termination:________________
Vesting Schedule: This Option will become exercisable as to ___________
Shares on each of the first ____ anniversary dates from the Date of
Grant.
1. Pursuant to Bancorp's Second Amended and Restated Employee Stock Option
and Restricted Stock Plan (the "Plan") and subject to the terms of this
Agreement, Bancorp hereby grants to Employee an option ("Option") to
purchase shares of the common stock of Bancorp, as provided herein.
2. The Option granted hereunder is a:
[ ] Nonqualified Stock Option; or
[ ] Incentive Stock Option
3. Pursuant to this Option, the Employee has the right, but not the
obligation, to purchase the stated number of Option Shares of the
common stock of Bank at the Exercise Price, payable on the date of
exercise. This Option is granted as of the Date of Grant and shall
terminate on the Date of Termination unless sooner terminated by reason
of death, disability or other termination of status as an employee as
provided in the Plan.
4. This Option shall be exercisable according to the Vesting Schedule set
forth above. Option Shares as to which this Option becomes exercisable
are called "Vested Shares." This Option shall be exercisable as to
Vested Shares in whole or in part at any time between the Date of Grant
and the Date of Termination of this Option. Notwithstanding the
foregoing, if the Optionee's status as an employee terminates, then
this Option will cease to vest and will not become exercisable as to
any additional shares, as of the date on which the Optionee's
employment terminates. In such case, this Option will be limited to the
Vested Shares as of such date of the termination of employment.
5. This Option must be exercised by actual delivery to Bancorp of a
written notice of exercise signed by Employee specifying the number of
shares with respect to which this
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Option is being exercised and the per-share Exercise Price, accompanied
by payment of the full amount of the Exercise Price for the number of
shares being purchased.
6. All terms and conditions of the Plan are hereby incorporated by this
reference as a part of this Agreement, including but not limited to the
"Terms and Conditions of Options" provided in the Plan. In the event of
a conflict between the terms or conditions of this Agreement and the
terms or conditions of the Plan, the terms and conditions of the Plan
shall govern.
7. All shares of Common Stock acquired by Optionee pursuant to the
exercise at any time of this Option shall be subject to the right of
first refusal of Bancorp described in this paragraph 7.
a. In the event Optionee proposes to sell, assign or otherwise
transfer any shares of Common Stock acquired hereunder to any
person(s) in a bona fide sale, the Optionee shall submit in
writing to Bancorp a notice ("Notice of Proposed Sale") that
identifies the number of shares of Common Stock that the
Optionee proposes to sell, the person(s) who proposes to buy
such shares, the sales price for such shares and all other
material terms and conditions of the proposed sale. For a
period of thirty (30) days from the date it first receives the
Notice of Proposed Sale ("Repurchase Period"), Bancorp shall
have the right, but not the obligation, to purchase all, but
not less than all, of the shares of Common Stock that the
Optionee proposes to sell at the sales price identified in the
Notice of Proposed Sale.
b. If Bancorp wishes to exercise the right of first refusal
identified in paragraph 7.a to purchase the shares of Common
Stock that Optionee proposes to sell, it shall give to
Optionee a written notice of exercise to that effect within
the Repurchase Period; and the purchase and sale of such
shares of Common Stock shall close within ten (10) days after
the time Bancorp gives such written notice. At such closing
Bancorp shall pay the sales price, in full, in cash or cash
equivalent.
c. If Bancorp does not give the notice of exercise described in
paragraph 7.b within the Repurchase Period, or if it waives
its right of first refusal identified in paragraph 7.a, then
Optionee may sell the shares of Common Stock identified in the
Notice of Proposed Sale to the person, at the sales price and
subject to all other terms and conditions identified in such
notice; provided, however, that if such sale by Optionee does
not close within thirty (30) days following the expiration of
Bancorp's right of first refusal, then the shares of Common
Stock identified in the Notice of Proposed Sale shall again be
subject to all the provisions of this paragraph 7.
d. Prior to the time that the Option Shares are first sold to any
person at fair market value in a bona fide sale, the shares
shall continue to be subject to the restrictions set forth in
this paragraph 7, as if the person who proposes to sell those
shares were the Optionee.
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e. All sales, assignments or other transfers of shares of Common
Stock in violation of the right of first refusal described in
this paragraph 7 shall be void.
8. Each certificate representing shares of Common Stock shall be endorsed
with a legend substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
THE RESTRICTIONS AND RIGHTS OF FIRST REFUSAL SET FORTH IN AN
EMPLOYEE STOCK OPTION AGREEMENT DATED _______________, A COPY OF
WHICH IS ON FILE AT THE OFFICE OF BANCORP AND THE PROVISIONS OF
WHICH ARE INCORPORATED HEREIN BY REFERENCE.
9. Miscellaneous
a. 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.
b. Spousal Consent. If the Employee is married, the Employee
shall obtain the signature of the Employee's spouse as set
forth on the Consent of Spouse below. The Employee's failure
to obtain such consent shall constitute a representation by
the Employee, on which Bancorp shall rely, that the Employee
is unmarried and that the Employee has sole authority with
respect to the Employee's actions regarding the Shares.
c. No Right to Employment. Nothing in this Agreement shall affect
in any manner whatsoever the right or power of Bancorp to
terminate the Employee's employment with Bancorp, or the
Employee's ability to quit Bancorp's employment, with or
without cause, at any time.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first indicated above.
EMPLOYEE: INTERMOUNTAIN COMMUNITY BANCORP,
an Idaho corporation
_____________________________________ By:_____________________________________
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Print Name:__________________________ Title:__________________________________
I hereby acknowledge that I have received a copy of the Plan, incorporated by
reference above.
___________________________________________________
Print Name:__________________________ Employee
SPOUSAL ACKNOWLEDGEMENT
The undersigned spouse of Employee has read and hereby approves the
foregoing Agreement. In partial consideration of Bancorp granting to Employee
the right to acquire the Option Shares in accordance with the terms of this
Agreement, the undersigned hereby agrees to be irrevocably bound by all the
terms of such Agreement, including, without limitation, the right of the Bancorp
to purchase any Option Shares of Employee pursuant to this Agreement.
_____________________________________________________________
Print Name:____________________________ Employee's Spouse
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