INTERMOUNTAIN COMMUNITY BANCORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>v08751exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                  EXHIBIT 10.2

                                                      Director Form of Agreement

                         INTERMOUNTAIN COMMUNITY BANCORP
                       RESTRICTED STOCK PURCHASE AGREEMENT

THIS RESTRICTED STOCK PURCHASE AGREEMENT ("Agreement") is entered into by and
between Intermountain Community Bancorp ("Bancorp") and the Grantee, named
below, on ___________________, __________.

Grantee: _______________________________________________________________________
___________________

Shares: ________________________ Purchase Price: ________________________

Date of Grant: __________________________

This Agreement is subject to the terms and conditions of Bancorp's Amended and
Restated Director Stock Plan (the "Plan"). Such terms and conditions are
incorporated herein by this reference. In the event of a conflict between the
terms and conditions of this Agreement and the terms and conditions of the Plan,
the terms and condition of the Plan shall govern.

1.    PURCHASE OF SHARES

      a..   General. In connection with a Restricted Stock Award (as defined in
            the Plan) that Bancorp has granted to the Grantee, Bancorp offers to
            sell to the Grantee, for the per share purchase price set forth
            above (the "Purchase Price"), the number of shares of Bancorp's
            Common Stock identified above (the " Shares").

      b.    Conditions to Sale of Shares. As a condition precedent to Bancorp's
            obligation to sell shares under paragraph 1.a, the Grantee shall
            deliver to Bancorp, within thirty (30) days following the Date of
            Grant, (i) an original of this Agreement duly executed by the
            Grantee, and (ii) the aggregate Purchase Price, in cash or cash
            equivalent; and in the event the Grantee fails to do so, then the
            rights and obligations of Bancorp and the Grantee hereunder shall
            terminate without the need for further action by any party, and
            Bancorp and the Grantee shall have no further rights or obligations
            with respect to the Restricted Stock Award described in paragraph
            1.a.

      c.    Issuance of Shares and Delivery of Certificates. Concurrently with
            the payment by the Grantee of the aggregate Purchase Price, as
            described in paragraph 1.b, Bancorp shall issue the Shares to the
            Grantee. All certificates representing the Shares so issued shall be
            held by the Secretary of Bancorp, as provided in paragraph 3, in
            escrow.

      d.    Rights Upon Issuance of Shares. Until such time as Bancorp exercises
            its Repurchase Right (defined below) under this Agreement, and
            subject to any restrictions contained in the Plan or this Agreement,
            the Grantee (or his or her successor in interest) shall have the
            rights of a stockholder (including voting, dividend and liquidation
            rights) with respect to the Shares, including Unvested Shares
            (defined below).

      e.    Vesting Schedule. The Shares shall vest as provided in the vesting
            schedule set forth below. In no event shall any portion of the
            Shares vest after the Grantee first ceases to maintain Continuous
            Status as a Director (as defined in the Plan). That portion of the
            Shares that is not vested at the time that the Grantee first ceases
            to maintain Continuous Status as a Director (the "Unvested Shares")
            shall be subject to the Repurchase Right (defined below) of Bancorp,
            as described in paragraph 2.

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<TABLE>
<CAPTION>
Number of Complete Years of Continuous Status as a Director From the      Percent of the Original
Date of Grant                                                          Number of Shares that Vest *
--------------------------------------------------------------------   ----------------------------
<S>                                                                    <C>
1                                                                      25%

2                                                                      25%

3                                                                      25%

4                                                                      25%
</TABLE>

* The number of Shares that vest each year, resulting from multiplying the
original number of Shares by the percentage shown, shall be rounded up to the
nearest whole number, but the total number of Shares that vest over the entire
vesting period shall not exceed, in the aggregate, the total number of Shares
identified in this Agreement above.

2.    REPURCHASE RIGHT

      a.    General. Notwithstanding any provisions contained in this Agreement
            to the contrary, Bancorp shall have the right, but not the
            obligation, to repurchase all or any portion of the Unvested Shares
            (the "Repurchase Right") at the Purchase Price originally paid by
            the Grantee for such Unvested Shares. Such Repurchase Right shall be
            exercisable at any time during the ninety (90) day period that
            immediately follows the date on which Grantee, for any reason, first
            ceases to maintain Continuous Status as a Director.

      b.    Exercise of Repurchase Right. If Bancorp elects to exercise the
            Repurchase Right for all or any portion of the Unvested Shares, it
            shall do so by delivering a written notice of exercise to the
            Grantee prior to the expiration of the ninety (90) day period
            described in paragraph 2.a. Such notice shall specify the number of
            Unvested Shares that Bancorp will repurchase and the date on which
            the repurchase is to be effected, which date shall be not more than
            thirty (30) days after the date of the notice. To the extent that
            one or more certificates representing Unvested Shares may have been
            previously delivered out of escrow to the Grantee, the Grantee
            shall, prior to the close of business on the date specified for the
            repurchase, deliver to the Secretary of Bancorp the certificates
            representing the Unvested Shares to be repurchased, each certificate
            to be properly endorsed for transfer. Bancorp shall, concurrently
            with the receipt of such stock certificates (either from escrow or
            from the Grantee as herein provided), pay to the Grantee, in cash or
            cash equivalents, an amount equal to the Purchase Price originally
            paid by the Grantee for the Unvested Shares that Bancorp elects to
            repurchase. If Bancorp does not elect to exercise the Purchase Right
            for all or any portion of the Unvested Shares, in the manner and
            within the time period described above, then Bancorp shall cease to
            have any further Repurchase Right with respect to the Unvested
            Shares that it does not elect to repurchase (provided, however, that
            such Shares shall continue to be subject to the right of first
            refusal described in paragraph 6).

      c.    Additional Shares or Substitute Securities. In the event of a stock
            dividend, stock split, recapitalization or other change affecting
            Bancorp's outstanding Common Stock as a class (effected, in each
            case, without receipt by Bancorp of consideration), then any new,
            substituted or additional securities or other property (including
            money paid, other than as a regular cash distribution) that is by
            reason of such transaction distributed with respect to the Shares
            shall be immediately subject to the Repurchase Right, but only to
            the extent that such Shares are at the time Unvested Shares.
            Appropriate adjustments to reflect the distribution of such
            securities or property shall be made to the number of Shares at the
            time subject to the Repurchase Right hereunder, and to the price per
            share to be paid upon the exercise of the Repurchase Right, in order
            to reflect the effect of any such transaction upon Bancorp's capital
            structure; provided, however, that the aggregate Purchase Price
            shall remain the same.

3.    ESCROW

      a.    Deposit. The Grantee hereby authorizes Bancorp to hold in escrow, in
            accordance with this paragraph 3, all certificates representing
            Unvested Shares. In the event any such certificates shall come into
            the possession of the Grantee, the Grantee shall immediately deliver
            the same to the Secretary of Bancorp for such purposes. The Grantee
            further agrees to deliver, at the time any Unvested Shares are
            issued to him, a duly executed Assignment Separate From Certificate,
            in the form attached hereto as Exhibit A, to accompany any
            certificates representing Unvested Shares. The

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            certificates representing Unvested Shares shall remain in escrow
            until such time or times as they are released or surrendered in
            accordance with paragraph 3.b.

      b.    Release/Surrender. As to Shares in which the Grantee acquires a
            vested interest (as described in paragraph 1.e), the certificates
            representing such Shares shall be released from escrow and delivered
            to the Grantee as soon as practicable after the Grantee acquires
            such vested interest. As to Shares that are Unvested Shares at the
            time that the Grantee first ceases to maintain Continuous Status as
            a Director, (i) if Bancorp elects to exercise the Repurchase Right
            with respect to all or any portion of such Unvested Shares, as
            provided in paragraph 2, certificates representing the Unvested
            Shares that Bancorp elects to repurchase shall be delivered to
            Bancorp, concurrently with the payment to the Grantee, in cash or
            cash equivalent, of an amount equal to the aggregate Purchase Price
            for such Unvested Shares, and the Grantee shall cease to have any
            further rights or claims with respect to such Unvested Shares, and
            (ii) if Bancorp does not elect to exercise the Purchase Right, as
            provided in paragraph 2, or elects to exercise the Repurchase Right
            with respect to less than all of the Unvested Shares, certificates
            for Unvested Shares that Bancorp does not elect to repurchase shall
            be delivered to the Grantee, and Bancorp shall cease to have any
            further Repurchase Right with respect to such Unvested Shares
            (provided, however, that such Shares shall continue to be subject to
            the right of first refusal described in paragraph 6).

      c.    Prohibition on Transfer. The Grantee shall not sell, transfer,
            pledge, hypothecate or otherwise dispose of Unvested Shares, and any
            such sale, transfer or pledge in violation of this Agreement shall
            be void. Bancorp shall not be required (i) to transfer on its books
            any Shares that shall have been sold or transferred in violation of
            this Agreement, or (ii) to accord any rights (including, without
            limitation, the right to vote, to receive dividends, or to receive
            the proceeds of liquidation) to any transferee to whom such Shares
            shall have been so transferred.

4.    LEGENDS. In order to reflect restrictions on disposition of the Unvested
      Shares, each certificate representing Shares shall be endorsed with a
      legend substantially as follows, in addition to any other legends that
      Bancorp deems to be necessary or advisable:

            THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
            THE RESTRICTIONS AND RIGHT OF FIRST REFUSAL SET FORTH IN A
            RESTRICTED STOCK PURCHASE AGREEMENT, DATED _______________, A COPY
            OF WHICH IS ON FILE AT THE OFFICE OF bancorp AND THE PROVISIONS OF
            WHICH ARE INCORPORATED HEREIN BY REFERENCE.

5.    SECTION 83(b) ELECTION. The Grantee understands and acknowledges that:

      (i)   Under Section 83 of the Internal Revenue Code of 1986, as amended
            (the "Code"), the excess of the fair market value of the Shares at
            the time that any restrictions on the Shares lapse over the Purchase
            Price for the Shares is taxed, as ordinary income, in the taxable
            year in which such restrictions lapse. In this context,
            "restriction" means the right of Bancorp to buy back the Shares
            pursuant to the Repurchase Right.

      (ii)  If Section 83 of the Code is applicable, the Grantee may file a
            special election ("Section 83(b) Election") so that the excess of
            the fair market value of the Shares at the time the Shares are
            transferred to him/her (rather than the time that any restrictions
            on the Shares lapse) over the Purchase Price for the Shares is
            taxed, as ordinary income, in the taxable year in which the Shares
            are transferred to him/her (rather than the taxable year in which
            any restrictions lapse). Even if the fair market value of the Shares
            equals the amount paid for the Shares, the election must be made to
            avoid adverse tax consequences in the future.

      (iii) The Participation will not be entitled to a deduction for any
            ordinary income previously recognized as a result of making a
            Section 83(b) Election, if the Unvested Shares are subsequently
            forfeited to Bancorp.

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      (iv)  If the value of the Unvested Shares declines after a Section 83(b)
            Election, such election may cause the Grantee to recognize more
            compensation income than he/she would have otherwise recognized.

      (v)   There may be tax reporting, payroll tax and withholding tax
            requirements relating to the acquisition, and/or the subsequent
            vesting, of Shares.

      (vi)  THE FORM FOR MAKING A SECTION 83(b) ELECTION IS ATTACHED HERETO AS
            EXHIBIT B. IF THE GRANTEE CHOOSES TO MAKE SUCH AN ELECTION, THIS
            FORM MUST BE FILED NO LATER THAN THIRTY (30) DAYS AFTER THE SHARES
            ARE TRANSFERRED TO HIM. FAILURE TO MAKE A TIMELY SECTION 83(b)
            ELECTION MAY RESULT IN THE RECOGNITION OF ORDINARY INCOME BY THE
            GRANTEE AS THE REPURCHASE RIGHT LAPSES. IT IS THE GRANTEE'S SOLE
            RESPONSIBILITY, AND NOT BANCORP'S, TO MAKE A TIMELY SECTION 83(b)
            ELECTION.

      (vii) THE GRANTEE IS ADVISED TO SEEK INDEPENDENT ADVICE REGARDING THE
            APPLICABLE PROVISIONS OF ANY TAX LAWS RELATING TO HIS ACQUISITION OF
            ANY SHARES.

6.    RIGHT OF FIRST REFUSAL. All Shares acquired by the Grantee pursuant to
      this Agreement shall be subject to the right of first refusal of Bancorp
      described in this paragraph 6.

      a.    In the event the Grantee proposes to sell, assign or otherwise
            transfer such Shares, after the Shares are no longer Unvested
            Shares, to any person(s) in a bona fide sale, the Grantee shall
            submit in writing to Bancorp a notice ("Notice of Proposed Sale")
            that identifies the number of Shares that the Grantee 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 ("Option Period"),
            Bancorp shall have the right, but not the obligation, to purchase
            all, but not less than all, of the Shares that the Grantee 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 6.a to purchase the Shares that the Grantee proposes to
            sell, it shall give to the Grantee a written notice of exercise to
            that effect within the Option Period; and the purchase and sale of
            such Shares 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 6.b within the Option Period, or if it waives its right of
            first refusal identified in paragraph 6.a, then the Grantee may sell
            the Shares 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
            the Grantee does not close within thirty (30) days following the
            expiration of Bancorp's right of first refusal, then the Shares
            identified in the Notice of Proposes Sale shall again be subject to
            all the provisions of this paragraph 6.

      d.    Prior to the time that Shares are first sold to any person at fair
            market value in a bona fide sale, such Shares shall continue to be
            subject to the restrictions set forth in this paragraph 6, as if the
            person who proposes to sell those shares were the Grantee.

      e.    All sales, assignments or other transfers of Shares in violation of
            the right of first refusal of Bancorp described in this paragraph 6
            shall be void.

7.    SECURITIES LAW COMPLIANCE. Notwithstanding any contrary provisions of this
      Agreement, the Shares may not be sold, assigned or transferred, unless
      they are registered under applicable Federal and state securities laws and
      regulations or, if the Shares are not then so registered, an exemption
      from such registration is AVAILABLE.

8.    MISCELLANEOUS

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      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 Grantee is married, the Grantee shall obtain
            the signature of the Grantee's spouse as set forth on the Consent of
            Spouse below. The Grantee's failure to obtain such consent shall
            constitute a representation by the Grantee, on which Bancorp shall
            rely, that the Grantee is unmarried and that the Grantee has sole
            authority with respect to the Grantee's actions regarding the
            Shares.

      c.    No Right to Continuing Status as a Director. Nothing in this
            Agreement shall affect in any manner whatsoever the right or power
            of Grantee or of the shareholders of Bancorp to terminate Grantee's
            status as Director of Bancorp at any time.

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first indicated above.

GRANTEE:                                 INTERMOUNTAIN COMMUNITY BANCORP,
                                         an Idaho corporation

____________________________________     By: __________________________________

Print Name: ________________________     Title: ________________________________

Address: ___________________________
         ___________________________
         ___________________________

Social Security No. ________________

Grantee hereby acknowledges that he have received a copy of the Plan.

_____________________________________________________________________
Print Name: _______________________________

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                             SPOUSAL ACKNOWLEDGEMENT

The undersigned spouse of Grantee has read and hereby approves the foregoing
Agreement. In partial consideration of Bancorp granting to Grantee the right to
acquire the Purchased 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 Purchased Shares of Grantee pursuant to this Agreement.

_____________________________________________________________________
Print Name: _______________________________

                                         Address: ______________________________
                                         _________________________________
                                         _________________________________

                                         Social Security No. ___________________

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                                    EXHIBIT A

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto, ________________________________, ________________________ (_______)
shares of the Common Stock of Intermountain Community Bancorp, an Idaho
corporation, standing in the undersigned's name on the books of said corporation
represented by Certificate No. ____ herewith, and does hereby irrevocably
constitute and appoint ____________ as attorney-in-fact, to transfer the said
stock on the books of the said corporation with full power of substitution in
the premises.

Dated: _____________________, _____

                                         _____________________________________
                                         Print Name: ___________________________
                                         _______

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                                    EXHIBIT B

                           SECTION 83(b) TAX ELECTION

The undersigned hereby elects pursuant to Internal Revenue Code Section 83(b)
with respect to the property described in paragraph 2 below and supplies the
following information in accordance with the regulations promulgated thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

__________________________________
__________________________________
__________________________________

Taxpayer I.D. No. ________________

2. Description of property with respect to which the election is being made:

      _____________ shares of Common Stock, no par value, in Intermountain
      Community Bancorp (the "Bancorp"). Such shares were already owned by
      taxpayer at the time the restrictions described in paragraph 4 were
      imposed.

3. Date on which property is transferred and taxable year for which the election
is made:

      The transfer of the property described in paragraph 2 occurred on
      ____________, when the restrictions described in paragraph 4 were imposed.

      The taxable year for which this election is made is calendar year
      ___________.

4. The nature of the restriction(s) to which the property is subject is:

      The subject shares are subject to a Restricted Stock Purchase Agreement
      between the shareholder and Bancorp dated ________________, _________ (the
      "Purchase Agreement") pursuant to which the shares are subject to a right
      of purchase by Bancorp in the event that the shareholder's service to
      Bancorp is voluntarily terminated or terminated for cause, as defined in
      the Repurchase Agreement. If the right of repurchase is exercised, the
      purchase price is the price originally paid for the share by taxpayer. The
      right of repurchase lapses as to ____________ of the original number of
      shares acquired by taxpayer as the shareholder completes each year of
      continuous service with Bancorp.

      The property is non-transferable in the taxpayer's hands, by virtue of
      language to that effect stamped on the stock certificate.

5. Fair market value:

      On the date the restrictions described in paragraph 4 were imposed, the
      shares described in paragraph 2 had a fair market value of ______________.

6. Amount paid for property:

      Taxpayer paid fair market value for the property described in paragraph 2.

7. Furnishing statement to issuer:

      A copy of this statement has been furnished to Bancorp, as required by
      Reg. Section 1.83(b)-2(d).

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Dated: _____________________.

                                    ___________________________________________
                                    Print Name:_________________________________

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE CENTER WITH WHICH
TAXPAYER FILES HIS OR HER FEDERAL INCOME TAX RETURNS. THE ELECTION MUST BE FILE
WITHIN THIRTY (30) DAYS AFTER THE TRANSFER OF SHARES TO HIM. THIS FILING SHOULD
BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED. PURCHASER
MUST RETAIN TWO (2) COPIES OF THE COMPLETED FORM FOR FILING WITH HIS OR HER
FEDERAL AND STATE TAX RETURNS FOR THE CURRENT TAXABLE YEAR AND AN ADDITIONAL
COPY FOR HIS OR HER RECORDS.

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