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[Senior
Executive Officer]
c/o Intermountain Community Bancorp
414 Church Street
Sandpoint, ID 83864
Dear [Senior
Executive Officer],
Intermountain
Community Bancorp (the “ Company ”) has been
approved to enter into a Securities Purchase Agreement (the “
Participation Agreement ”), with the United States
Department of Treasury (“ Treasury ”) that
provides for the Company’s participation in the
Treasury’s TARP Capital Purchase Program (the “
CPP ”).
For the Company to
participate in the CPP and as a condition to the closing of the
investment contemplated by the Participation Agreement, the Company
is required to establish specified standards for incentive
compensation to its senior executive officers and to make changes
to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will
receive as a result of the Company’s participation in the
CPP, you agree as follows:
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(1)
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No Golden Parachute
Payments .
The Company is prohibiting any golden parachute payment to you
during any “CPP Covered Period.” A “ CPP
Covered Period ” is any period during which (a) you
are a senior executive officer and (b) Treasury holds an
equity or debt position acquired from the Company in the
CPP.
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(2)
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Recovery of Bonus and Incentive
Compensation. Any bonus and incentive
compensation paid to you during a CPP Covered Period is subject to
recovery or “clawback” by the Company if the payments
were based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria.
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(3)
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Compensation Program
Amendments. Each of the Company’s
compensation, bonus, incentive and oth
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