Exhibit 10.21
EXECUTIVE SEVERANCE AGREEMENT
This EXECUTIVE SEVERANCE AGREEMENT
(“Agreement”) is dated as of March 14, 2007
(the “Effective Date”). The parties to this Agreement
(“Parties”) are PANHANDLE STATE BANK
(“PSB”), and Pamela Rasmussen
(“Executive”). This Agreement has been ratified by
INTERMOUNTAIN COMMUNITY BANCORP (“IMCB”), the parent
company of PSB.
| A. |
|
Executive is employed by PSB in a managerial capacity,
presently holding the position of Executive Vice President,
Chief Operating Officer, Panhandle State Bank . |
| B. |
|
PSB wishes to ensure the continued availability of
Executive’s services in the event of a change in the control
of PSB, thereby allowing PSB to maximize the benefits obtainable
from any such change. To that end, PSB desires to provide incentive
for Executive’s continued employment with PSB. |
NOW
THEREFORE, PSB and Executive agree as follows:
Agreement
| 1. |
|
Effective Date and Term . As of the Effective Date, this
Agreement shall be a binding obligation of the parties, not subject
to revocation or amendment except by mutual consent or in
accordance with its terms. The term of this Agreement
(“Term”) shall commence as of the Effective Date and
shall expire upon Executive’s termination of employment with
PSB. Notwithstanding the preceding, if a definitive agreement
providing for a Change in Control (defined below) is entered into
(i) on or before the expiration of the Term or
(ii) within twelve (12) months after
Executive’s involuntary termination other than for Cause,
Disability, Retirement or death, then expiration of such Term shall
be extended through the Severance Protection Period (defined
below). |
| 2. |
|
Commitment of Executive . In the event that any person
extends any proposal or offer which is intended to or may result in
a Change in Control, defined below (a “Change in Control
Proposal”), Executive shall, at PSB’s request, assist
PSB and/or IMCB in evaluating such proposal or offer. Further, as a
condition to receipt of the Severance Payment (defined below),
Executive agrees not to voluntarily resign (including resignation
for Good Reason) Executive’s position with PSB during any
period from the receipt of a specific Change in Control Proposal up
to the consummation or abandonment of the transaction contemplated
by such Proposal. |
| |
| 3. |
|
Severance Payment . |
| |
a) |
|
Payment Events . Subject to the requirements of
Section 2 of this Agreement, in the event of involuntary
termination of Executive’s employment with PSB, other than
for Cause, Disability, Retirement, (each defined below) or death,
or in the event of voluntary termination for Good Reason (defined
below), (i) within the Severance Protection |
| |
|
|
Period after a Change in Control, or (ii) within twelve
(12) months before a definitive agreement providing for a
Change in Control is entered into, PSB will pay Executive a
severance payment in the amount determined pursuant to the next
section (“Severance Payment”), payable on the later
of the date of termination or the effective date of the Change
in Control. The “Severance Protection Period” shall be
the period beginning on the effective date of the Change of Control
and continuing thereafter for twenty-four (24) months
. |
| |
b) |
|
Amount of Payment . The Severance Payment shall be an
amount equal to two (2) times the average of the total base
compensation and short term bonus received by Executive for each of
the two most recent calendar years. |
| |
c) |
|
Limitation on Payment . Notwithstanding anything in this
Agreement to the contrary, the Severance Payment shall not exceed
an amount equal to One Dollar ($1.00) less than the amount which
would cause the payment, together with any other payments received
from PSB and/or IMCB to be a “parachute payment” as
defined in Section 280G(b)(2)(A) of the Internal Revenue Code
of 1986, as amended. |
| |
a) |
|
IMCB . “IMCB” means Intermountain Community
Bancorp. |
| |
b) |
|
PSB . “PSB” means Panhandle State Bank. PSB
is a wholly owned subsidiary of IMCB. |
| |
c) |
|
Cause . “Cause means any one or more of the
following: |
| |
1) |
|
Willful misfeasance or gross negligence in the performance of
Executive’s duties; |
| |
2) |
|
Conviction of a crime in connection with such duties; or |
| |
3) |
|
Conduct demonstrably and significantly harmful to the financial
condition of the PSB and/or IMCB. |
| |
c) |
|
Change in Control . “Change in Control”
shall mean any of the following: |
| |
1) |
|
Merger. IMCB merges into or consolidates with another
corporation, or merges another corporation into IMCB, and as a
result less than 50% of the combined voting power of the resulting
corporation immediately after the merger or consolidation is held
by persons who were the holders of IMCB’s voting securities
immediately before the merger or consolidation; |
| |
2) |
|
Acquisition of Significant Share Ownership . A report on
Schedule 13D or another form or schedule (other than
Schedule 13G) is filed or is required to be filed under
sections 13(d) or 14(d) of the Securities Exchange Act of 1934, if
the schedule discloses that the filing person or persons acting in
concert has or have become the beneficial owner of 25% or more of a
class |
2
| |
|
|
of IMCB’s voting securities, or if IMCB does not then
have equity securities registered under section 12 of the
Securities Exchange Act of 1934 a person or group acting in concert
has or have become the beneficial owner of 25% or more of a class
of IMCB’s voting securities, but this paragraph
(2) shall not apply to beneficial ownership of voting shares
of IMCB held in a fiduciary capacity by an entity in which IMCB
directly or indirectly beneficially owns 50% or more of the
out |
|
