EXHIBIT 10.12
PANHANDLE STATE BANK
STOCK PURCHASE BONUS AGREEMENT
FOR
THIS STOCK PURCHASE BONUS AGREEMENT ("Agreement") is made and entered into
this _______ day of ___________, ______________ by and among PANHANDLE STATE
BANK, an Idaho corporation ("Bank"), INTERMOUNTAIN BANCORP, an Idaho corporation
("Bancorp") and _______________ ("Officer").
Recitals
A. Bancorp owns all of the issued and outstanding shares of stock of Bank.
B. Officer is an employee of Bank. Bank wishes to provide a bonus to Officer,
under the terms and conditions set forth herein, to encourage Officer to
purchase shares of stock in Bancorp.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements and covenants of the parties hereto, the parties agree to the
following:
Agreement
1. General. By ___________________, Officer may purchase shares of Bancorp
stock with an aggregate purchase price of up to __________ thousand dollars
($__________). Such purchase shall be made in the open market.
a. Notice of Purchase. Within thirty (30) days after Officer purchases
shares of Bancorp stock pursuant to this Agreement, Officer shall
provide Bank with a written notice of the same, identifying in such
notice the number of shares of Bancorp stock so purchased ("Purchased
Shares"), the date of purchase and the purchase price paid by Officer
for the Purchased Shares.
b. Payment of Bonus. In the event Officer completes the purchase of
Bancorp stock by _____________, and provides Bank with the written
notice described in paragraph 1.a hereof, Bank shall pay to Officer a
bonus ("Bonus") equal to the lesser of (i) the actual dollar amount
paid by Officer for the Purchased Shares, plus reasonable fees and/or
commissions incurred in connection with such purchase, or (ii)
______________ dollars ($________). Such Bonus shall be paid to
Officer in ____ (___) equal annual installments, each installment
payment being equal to ______ (____) of the Bonus. The first such
installment payment shall be due and payable on or before
_____________, ______ and a like annual installment payment shall be
due and payable on or before each anniversary date
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of the first payment date, until the entire Bonus is paid in full.
Officer shall not be entitled to be paid interest with respect to the
unpaid balance of the Bonus.
c. Tax Withholding. Notwithstanding any contrary provisions of this
Agreement, Bank shall withhold from the Bonus, and pay to the
appropriate government agencies, all taxes that Bank is required by
law to so withhold and pay. Amounts so withheld and paid shall be
treated as having been actually paid to Officer hereunder, and Bank
shall be relieved from further liability to Officer for such amounts.
2. Earning of Bonus. No annual installment of the Bonus shall be considered
earned until such installment is actually paid to Officer pursuant to this
Agreement. Officer shall forfeit, and shall have no further rights to any
unpaid annual installment of the Bonus, if Officer is not a full-time
employee of Bank on the date such installment is due and payable hereunder.
Notwithstanding the foregoing provisions of this paragraph 2, Officer shall
be entitled to receive annual installments of the Bonus if Officer is not a
full-time employee of Bank because of the occurrence of any of the
following events:
(i) Officer is terminated by Bank, other than for cause;
(ii) Officer's death;
(iii) Officer's permanent disability;
(iv) More than fifty percent (50%) of the stock of Bank is sold, or
substantially all of the assets of Bank is sold, in a single or
a series of related transactions, or there occurs a merger or
other similar type of acquisition transaction following which
the shareholders of Bank immediately before such transaction do
not control the surviving entity immediately after such
transaction; or
(v) Bank assigns Officer to be an employee of an entity that is not
directly controlled by Bank.
As used herein, the term "cause" shall mean dishonesty or negligence in the
performance of any duties as an employee of Bank or any behavior that is
likely to negatively affect the reputation or business of Bank; and the
term "permanent disability" shall mean that Officer is unable to perform
his or her normal duties as an employee of Bank, as determined by Bank in
good faith, because of a physical or mental sickness or injury.
3. Nonassignment. The rights of the parties hereunder may not be assigned to
any person and any attempt to so assign such rights shall be void and of no
effect.
4. Binding Effect. This Agreement shall be binding upon the parties and their
successors or assigns.
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5. Not an Employment Contract. This Agreement is not a contract of employment
and does not give Officer the right to be employed by Bank. Nothing
contained herein shall interfere with the right of Bank or Officer to
terminate Officer's employment with Bank.
IN WITNESS WHEREOF, the parties hereto have executed, or have caused their
duly authorized representative to execute, this Agreement in the place provided
below.
PANHANDLE STATE BANK
an Idaho corporation
___________________________________ Date: ____________________________
Print Name: _______________________
INTERMOUNTAIN COMMUNITY Bancorp
an Idaho corporation
___________________________________ Date: ____________________________
Print Name: _______________________
OFFICER
___________________________________ Date: ____________________________
Print Name: _______________________
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