e10vkza
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K/A
(Amendment
No. 1)
|
|
|
(Mark One)
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the year ended
December 31, 2010
|
OR
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period
from to
|
COMMISSION FILE NUMBER
000-50667
INTERMOUNTAIN COMMUNITY
BANCORP
(Exact name of registrant as
specified in its charter)
|
|
|
|
|
Idaho
|
|
|
82-0499463
|
|
(State or other jurisdiction
of
incorporation or organization)
|
|
|
(IRS Employer
Identification No.)
|
|
414 Church Street, Sandpoint, ID 83864
(Address of principal executive
offices) (Zip code)
Registrants telephone number, including area code:
(208) 263-0505
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
None
|
|
None
|
(Title of each class)
|
|
(Name of each exchange on which
registered)
|
Securities registered pursuant to Section 12(g) of the
Act:
Common Stock (no par value)
(Title of class)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o No þ
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of
Regulation S-T
(§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant
was required to submit and post such
files). Yes o No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and
smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated
filer o
|
|
Accelerated
filer o
|
|
Non-accelerated
filer o
(Do not check if a smaller reporting company)
|
|
Smaller reporting
company þ
|
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
As of June 30, 2010, the aggregate market value of the
common equity held by non-affiliates of the registrant, computed
by reference to the average of the bid and asked prices on such
date as reported on the OTC Bulletin Board, was $12,252,000.
The number of shares outstanding of the registrants Common
Stock, no par value per share, as of February 28, 2011 was
8,406,578.
DOCUMENTS
INCORPORATED BY REFERENCE
None.
EXPLANATORY
NOTE
On March 4, 2011 Intermountain Community Bancorp (the
Company) filed with the Securities and Exchange
Commission its Annual Report on
Form 10-K
for the fiscal year ended December 31, 2010 (the
10-K
Report). As previously announced, in light of its pending
capital raise, the Company has postponed its annual meeting
until later in the summer. Accordingly, we are filing this
Amendment No. 1 (this Amendment) to the
10-K Report
to (i) to include the information required in Part III
of the 10-K
Report which was previously incorporated by reference from the
Companys 2011 annual meeting proxy statement; and
(ii) to re-file Item 15 (Exhibits and Financial
Statement Schedules) to include currently-dated certifications
from our Chief Executive Officer and Chief Financial Officer as
exhibits to this Amendment.
No other revisions or amendments have been made to Part IV
of the 10-K
Report. This Amendment does not reflect events occurring after
March 4, 2011, the date of the original filing of our
10-K Report,
or modify or update those disclosures that may have been
affected by subsequent events.
INTERMOUNTAIN
COMMUNITY BANCORP
ANNUAL
REPORT ON
FORM 10-K/A
(Amendment
No. 1)
For the
Fiscal Year Ended December 31, 2010
TABLE OF
CONTENTS
PART III
|
|
Item 10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Directors
and Executive officers
The following tables set forth certain information with respect
to our directors.
|
|
|
|
|
|
|
|
|
Age as of
|
|
|
Name
|
|
2/15/11
|
|
Primary Occupation
|
|
Terms Expiring 2011
|
|
|
|
|
|
|
Charles L. Bauer
|
|
|
76
|
|
|
Retired; Former President of Panhandle State Bank
|
Maggie Y. Lyons
|
|
|
53
|
|
|
Plan Administrator and Trustee for Metropolitan Creditors
Trusts
|
Ronald Jones
|
|
|
55
|
|
|
Chief Financial Officer of Ecolotree, Inc; Farm Owner/Operator
|
Terms Expiring 2012
|
|
|
|
|
|
|
Ford Elsaesser
|
|
|
59
|
|
|
Attorney Firm of Elsaesser Jarzabek Anderson Elliott
& Macdonald Chtd.
|
Curt Hecker
|
|
|
50
|
|
|
President & CEO of Intermountain; CEO of Panhandle State
Bank
|
Michael J. Romine
|
|
|
70
|
|
|
Retired; Former Vice President & CFO of Inland Northwest
Distributing, Inc.
|
Jerry Smith
|
|
|
54
|
|
|
President of Panhandle State Bank; Executive Vice President of
Intermountain
|
Terms Expiring 2013
|
|
|
|
|
|
|
James T. Diehl
|
|
|
56
|
|
|
Attorney Firm of J.T. Diehl
|
John B. Parker
|
|
|
77
|
|
|
Retired Auto Dealer
|
Jim Patrick
|
|
|
65
|
|
|
Farm Owner/Operator; Idaho State Legislator
|
Background
of Directors
The business experience and any public company directorships of
each of the directors for the past five years are described
below. Directors of Intermountain also serve as directors of the
Bank. Six of the directors (Messrs. Bauer, Diehl,
Elsaesser, Hecker, Parker and Romine) have been directors of
Intermountain since the Companys inception in 1997.
Charles L. Bauer has been a director of Intermountain
since 1997 and of the Bank since 1985. Mr. Bauer served as
President of the Bank from 1985 to his retirement in 1996.
Mr. Bauer has a Bachelor of Science degree from the
University of Idaho where he majored in business administration
and minored in agriculture. He is also an honors graduate from
the Pacific Coast Banking School; and has both attended and
instructed numerous American Institute of Banking classes. His
career spans 39 years in bank management, 19 of which he
served in the roles of president
and/or chief
executive officer, and provides the Board with extensive
in-depth knowledge and valuable perspective of the financial
industry.
James T. Diehl has served as Vice Chairman of the Board
of Intermountain since its formation in 1997. Mr. Diehl has
been a director of the Bank since 1990 and has served as Vice
Chairman of the Board of the Bank since 2001. He is an attorney
and has been the sole proprietor of the law firm of J. T. Diehl
since 1987. In addition to his law degree which he earned from
Gonzaga University, Mr. Diehl also has a degree in Business
Administration from the University of Montana. He brings to the
Board a familiarity with the north Idaho market based on over
25 years of practicing real estate and business law in the
local community, and has an extensive network of business and
personal contacts within the Companys primary market.
Ford Elsaesser has been a director of Intermountain since
1997 and of the Bank since 1992. Mr. Elsaesser has a
Bachelor of Science degree in forestry from Goodard College, and
a law degree from the University of Idaho Law School.
Mr. Elsaesser is the managing and senior partner of the law
firm of Elsaesser Jarzabek Anderson Elliott &
Macdonald, Chtd. which he founded in 1980. Mr. Elsaesser
has also served as the Idaho Chapter 7 Bankruptcy Trustee
in all counties north of Grangeville since 1984, Chapter 12
Bankruptcy Trustee in northern Idaho and eastern Washington
since 1986, and as court appointed receiver, examiner and
Chapter 11 Trustee in numerous cases. This broad experience
in bankruptcy law brings a unique perspective to the Board from
a risk management standpoint.
Curt Hecker has been a director and Intermountains
President and Chief Executive Officer since its inception.
Mr. Hecker was hired in 1995 as an Executive Vice President
of the Bank. He has served as Chief Executive Officer and
director of the Bank since 1996. From 1996 until 2001,
Mr. Hecker also served as the Banks President.
Mr. Hecker earned a Business Administration degree from
Boise State University in 1983, and graduated from Pacific Coast
Banking School in 1994. Mr. Hecker joined the Bank with
11 years of banking experience as a vice president and
manager with a bank that experienced various expansions through
numerous mergers and acquisitions. In addition to the experience
and knowledge gained through his early career, Mr. Hecker
has served on the Board of Directors of Coldwater Creek, Inc., a
publicly traded retail company based in northern Idaho, since
1996, and in 2009 joined the Board of Pacific Coast
Bankers Bank. The Board believes that the CEO should serve
as a director as the primary liaison between the Board and
management and as the executive with overall responsibility for
executing our strategic plan.
Ronald Jones was appointed to the Intermountain Board in
November 2004, following Intermountains merger with Snake
River Bancorp, Inc./Magic Valley Bank. Mr. Jones served as
Chairman of Magic Valley Bank from its opening in 1997 until
April 2004. Mr. Jones has a Bachelors degree in
Agricultural Economics from S. Dakota State University and a
Masters degree in Business Administration from Colorado
State University. His 13 years of experience as a bank
director have included three capital expansions. As an
independent consultant and expert witness in the bankruptcy
system, he has experience in business modeling and analysis,
especially related to agriculture. In the environmental
engineering area, Mr. Jones develops life-cycle cost models
for comparison of alternative treatment methods. Mr. Jones
previously operated a business specializing in computerized
accounting systems with an emphasis on clarity of management
reports, sensitivity analysis, and risk recognition.
Mr. Jones prior director experience together with his
experience and background in business analysis serves as a
valuable resource.
Maggie Y. Lyons has been a director of Intermountain and
the Bank since 2001. Ms. Lyons is currently the sole
officer and director of Metropolitan Mortgage and Securities,
Inc. and Summit Securities, Inc., and Plan Administrator and
Trustee of Metropolitan and Summit Creditors Trusts. From
July 2004 until February 2006, Ms. Lyons served as the
Chief Financial Officer and acting Chief Executive Officer for
Metropolitan Mortgage and Securities, and President and
Principal Financial Officer of Summit Securities, both located
in Spokane, Washington and both of which are in Chapter 11
proceedings. Ms. Lyons was appointed to these positions in
July 2004 by the Eastern District of Washington Bankruptcy
Court. Ms. Lyons is a Certified Public Accountant and
Microsoft Certified Systems Engineer and provided business
consulting services prior to working on the Metropolitan and
Summit bankruptcy cases. Ms. Lyons experience also
includes over 20 years dealing with operational and
accounting functions in the manufacturing and services
industries, and over 5 years dealing with complex financial
instruments in her roles stated above. Ms. Lyons has a
Bachelor of Science degree from the University of Idaho where
she majored in accounting. In addition, Ms. Lyons has been
an active leader and participant in numerous civic and volunteer
organizations in Kootenai County since 1989.
Ms. Lyons financial expertise together with her
extensive business and personal network serves as a valuable
resource.
John B. Parker has served as Chairman of the Board of
Intermountain since its formation in 1997, and has been a
director of the Bank since 1980 and Chairman of the Board of the
Bank since 1995. Mr. Parker began his career as an auto
dealer in Sandpoint in 1957, and retired in June 1999 from
Taylor-Parker Motor Company as general manager. Mr. Parker
has a degree in business with a major in marketing from the
University of Idaho. In addition to his 42 year management
career in the auto industry, Mr. Parker has also served and
chaired local community boards in Bonner County including
38 years as chairman of the Bonner General Hospital Board,
and currently as a member of the Bonner General Hospital
Foundation Advisory Board. As a long time resident and
businessman in Sandpoint,
2
Mr. Parker provides an extensive network of business and
personal contacts and a valuable perspective with regard to the
Companys primary market.
Jim Patrick was appointed to the Intermountain Board in
November 2004, following Intermountains merger with Snake
River Bancorp, Inc./Magic Valley Bank. Mr. Patrick was a
founding director of Magic Valley Bank, and he served on the
Snake River Bancorp, Inc. Board from the companys
formation in 2002 until its merger with Intermountain.
Mr. Patrick has been the owner/operator of a farm in south
central Idaho since 1973 and has served on the boards of various
state and national farm organizations. In 2006, Mr. Patrick
was elected and continues to serve in the Idaho State
Legislature as Representative for District 23. Mr. Patrick
has a Bachelor of Science degree from the University of Idaho
where he studied agricultural economics and business management.
In his role as a member of the Budget Committee of the Idaho
State legislature, his responsibilities include annual
distribution of billions of dollars of state revenue, including
a payroll budget for a government workforce of over
20,000 employees. Mr. Patricks agricultural
background includes extensive knowledge of water rights issues
and their effects on agriculture in southern Idaho.
Mr. Patricks prior service as a bank director coupled
with his extensive budgeting background and long standing in the
community provides the Board with valuable resources.
Michael J. Romine has been a director of Intermountain
since 1997 and the Bank since 1980. Mr. Romine served as
the Vice President and Chief Financial Officer of Inland
Northwest Distributing, Inc. from 1992 until his retirement in
2007. Mr. Romine has a Bachelor of Science degree in
accounting from Montana State University. In addition, he is
retired as a partner in PricewaterhouseCoopers, and worked as an
auditor and consultant to various businesses, including banks,
during his career. Mr. Romines financial, accounting
and auditing experience provides the Board with the experience
and expertise needed as Audit Committee Chair.
Jerry Smith has been a director of Intermountain and the
Bank since 2000. Mr. Smith joined the Bank in 1999 as
President of Intermountain Community Bank, a division of the
Bank. Since 2001, Mr. Smith has served as President of the
Bank and Executive Vice President of Intermountain.
Mr. Smith earned a bachelors degree in Business
Administration from Boise State University in 1979, graduated
from Northwest Intermediate Banking School in 1984, and Pacific
Coast Banking School in 1987. Mr. Smith brings over
30 years of banking experience, beginning with Idaho First
National Bank in 1979, to his service on the Board. His
experience prior to joining the Bank includes numerous mergers
and acquisitions, experience as a Loan Officer, Branch Manager,
and Regional Manager of an eastern Oregon and western Idaho bank
with over $15 billion in total assets. This prior
experience and expertise has been an essential part of
Mr. Smiths service as a director as the Bank has
grown and expanded its operations.
Executive
Officers
The following table sets forth information with respect to the
executive officers during 2010 who are not directors of
Intermountain, including employment history for the last five
years. All executive officers are elected annually and serve at
the discretion of the Board.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Has Served as an
|
|
|
|
|
|
|
Officer of the
|
Name
|
|
Age
|
|
Position
|
|
Company Since
|
|
John Nagel
|
|
|
60
|
|
|
EVP & Chief Credit Officer of Bank
|
|
|
2001
|
|
Douglas Wright
|
|
|
46
|
|
|
EVP, Chief Financial Officer of the Company and Treasurer of the
Company and the Bank
|
|
|
2002
|
|
Pamela Rasmussen
|
|
|
50
|
|
|
EVP, Chief Operating Officer and Alternative Secretary of the
Company and the Bank
|
|
|
2004
|
|
Background
of Executive Officers
John Nagel joined the Company in 2001. Prior
to that time Mr. Nagel served as Credit Approval Officer at
Washington Trust Bank from December 1999 to May 2001.
3
Douglas Wright joined the Company in
2002. Prior to that time Mr. Wright served as
Senior Vice President and Production Manager at Sterling Savings
Bank from June 1996 to May 2002.
Pamela Rasmussen joined the Company in 2004 as Senior
Vice President and Chief Operating Officer. In 2006,
Ms. Rasmussen was promoted to Executive Vice President and
Chief Operating Officer. Prior to joining the Company,
Ms. Rasmussen was the Vice President of Operations and
Cashier at Stockman Financial Corporation from March 2000 to
April 2002, and the Operations Officer and Chief Financial
Officer of Snake River Bancorp, Inc. (the former holding company
of Magic Valley Bank) from April 2002 to November 2004.
Compliance
with Section 16(a) Filing Requirements
Section 16(a) of the Securities Exchange Act of 1934
requires that all of our executive officers and directors and
all persons who beneficially own more than 10 percent of
our common stock file reports with the SEC regarding beneficial
ownership of Company stock. We have adopted procedures to assist
our directors and executive officers in complying with the
Section 16(a) filings. Based solely on our review of the
copies of the filings which we received for the fiscal year
ended December 31, 2010, or written representations from
certain reporting persons, we believe that the reporting persons
made all filings required by Section 16(a) on a timely
basis, except for Mr. Jones who inadvertently neglected to
include shares held in an investment club of which
Mr. Jones was a member. A Form 4 has subsequently been
filed to report such shares.
Code of
Ethics
Intermountain has adopted a Code of Ethics that applies to all
Intermountain employees and directors, including
Intermountains senior financial officers. The Code of
Ethics is publicly available on Intermountains website at
http://www.Intermountainbank.com,
and is included as Exhibit 14 to this report.
Audit
Committee
During 2010, the Audit Committee was comprised of the following
directors: Michael J. Romine (Chair), Charles Bauer, Maggie Y.
Lyons, John B. Parker and Jim Patrick, each of whom was
considered independent as defined by the NASDAQ
listing standards and applicable SEC rules. The Board has
determined that Michael J. Romine meets the definition of
audit committee financial expert as defined by
applicable SEC rules.
|
|
Item 11.
|
EXECUTIVE
COMPENSATION
|
The following section describes the compensation that
Intermountain paid to its Chief Executive Officer, Chief
Financial Officer and the next three most highly compensated
executive officers in 2010, each of whom is listed in the
Summary Compensation Table (the Named Executive
Officers). This section includes:
|
|
|
|
|
Compensation Discussion and Analysis (CD&A);
|
|
|
|
Report of the Compensation Committee;
|
|
|
|
Detailed tables showing compensation of the Named Executive
Officers; and
|
|
|
|
Narrative disclosure about various compensation plans and
arrangements and post employment and termination benefits.
|
Compensation
Discussion and Analysis
Compensation
Philosophy and Objectives
We believe that the most effective executive compensation
program is one that is designed to reward the achievement of
specific annual, long-term and strategic goals by the Company,
and that aligns the executives interests with those of the
shareholders by rewarding performance against established goals,
with the ultimate objective of improving shareholder value. We
evaluate both performance and compensation to ensure that we are
able to attract, retain and motivate executives of superior
ability who are critical to our future success. Under normal
4
circumstances, we believe that the majority of each
executives annual total compensation opportunity should be
directly aligned with our performance, and to this end a
significant portion of an executives compensation normally
should be based on achievement of financial and operational
goals and other factors that impact shareholder value. In
addition, compensation opportunities provided to our executive
officers must remain competitive relative to the compensation
paid to similarly situated executives of peer companies. To
accomplish these objectives, under normal circumstances, we
believe executive compensation packages should include both cash
and stock-based compensation with both short-term and long-term
incentives in order to reward performance as measured against
established goals. However, as discussed more fully below, in
light of (i) the restrictions applicable to us as a
participant in the U.S. Treasurys Capital Purchase
Program (CPP) implemented in connection with the
Troubled Asset Relief Program (TARP), and
(ii) the expiration of our former equity incentive plan, we
did not offer the two key executive incentive programs we have
historically offered: an annual cash incentive bonus opportunity
and an annual restricted stock award. We design our executive
compensation program to avoid creating incentives that are
inconsistent with the Companys risk management policies
and practices or that would motivate executives to take
unnecessary and excessive risks that may threaten the value of
the Company in order to achieve such goals. We believe the
compensation programs we have traditionally employed are
balanced, avoid undue risks to the Company, and have allowed us
to retain top quality employees. Given the restrictions under
TARP and the expiration of our equity incentive plan, our 2010
executive compensation program did not reflect our traditional
balanced approach and, as a result, created additional retention
risk. However, in light of the economic environment and the
regulatory restrictions applicable to Intermountain, we believe
the 2010 executive compensation program was adequate for the
short term.
Impact of
TARP Capital Purchase Program Regulations on Executive
Compensation
In December 2008, the Company issued and sold $27.0 million
of Series A Preferred Stock to the U.S. Treasury,
together with a warrant to purchase the Companys common
stock, as a voluntary participant in the CPP. As long as it is a
participant in the CPP, the Company must comply with the
compensation and corporate governance standards and restrictions
under legislation and related Treasury Department rules
applicable to CPP participants (the CPP Rules). When
deciding to participate in the program, our Board evaluated the
compensation and governance provisions under applicable law as
the law existed at the time, and the impact those provisions
would have on the Company, and considered them in light of the
support this capital would provide to our lending programs. The
CPP Rules, which were adopted after we entered into our
agreement with the Treasury, have impacted Intermountains
executive compensation program, and the 2010 compensation of our
Named Executive Officers, in the following key respects:
|
|
|
|
|
The CPP Rules prohibit, and we did not pay or accrue, any cash
incentive bonuses to Messrs. Hecker, Smith, Wright and
Ms. Rasmussen in or for 2010. In order to treat all
executive officers alike, the Board also determined not to
provide a cash incentive bonus opportunity to Mr. Nagel.
|
|
|
|
Although there were no triggering events for any of our Named
Executive Officers during 2010, the CPP Rules provide that no
severance or
change-in-control
benefits can be paid or accrued to or for them until
Intermountain has repaid the Treasurys investment in the
Company. In December 2008, Messrs. Hecker, Smith, Wright,
Nagel and Ms. Rasmussen signed agreements waiving their
rights to these benefits for the duration of the Companys
participation in the TARP CPP Program.
|
|
|
|
In accordance with the CPP Rules, we maintained a policy that
incentive compensation paid to our Named Executive Officers that
later is determined to have been based on materially inaccurate
financial or other performance criteria is subject to recovery
or clawback.
|
5
Overview
of Executive Compensation Components in 2010
Our executive compensation program in 2010 consisted of several
compensation elements, as illustrated in the table below.
|
|
|
|
|
Pay Element
|
|
What the Pay Element Rewards
|
|
Purpose of the Pay Element
|
|
Base Salary
|
|
Core competence in the executive role relative to skills,
experience and contributions to the Company
|
|
Provide fixed compensation based on competitive market practices
and experience and tenure of each executive
|
|
|
|
|
|
Long-Term Incentive
|
|
Stock Purchase Bonus Program
Continued employment with the
Company during a 3-10 year bonus payout period for
purchasing shares under the Stock Purchase Bonus Program. The
CPP Rules prohibit the grant of new awards under this program to
covered executives, which for 2010 included Messrs. Hecker,
Smith, Wright and Ms. Rasmussen.
Retention Bonus Agreements
|
|
The combination of prior year restricted stock awards, prior
awards under the Stock Purchase Bonus Program and pre-existing
Retention Bonus Agreements provides a blended focus on
Profitability and the creation of
shareholder value
Executive ownership of Company stock
Retention in a challenging business
environment and competitive labor market
|
|
|
Continued employment with the Company
during a multi-year bonus payout period. The CPP Rules prohibit
the grant of new awards under this program to covered
executives, which for 2010 included Messrs. Hecker, Smith,
Wright and Ms. Rasmussen.
|
|
|
|
|
|
|
|
Retirement Benefits
|
|
Executive officers are eligible to
participate in employee benefit plans available to our eligible
employees
|
|
The SCA is designed to make total retirement benefits for
certain Named Executive Officers commensurate with those in
comparable companies
|
|
|
The Salary Continuation Agreement
(SCA) is a nonqualified, noncontributory and
unfunded program. The SCA is intended to provide additional
retirement benefits to certain Named Executive Officers
|
|
|
|
|
|
|
|
Welfare Benefits
|
|
Executives participate in employee
benefit plans generally available to our employees, including
medical, health, life insurance and disability plans
Continuation of welfare benefits may
occur as part of severance upon certain terminations of
employment
|
|
These benefits are part of our broad-based total compensation
program
|
|
|
|
|
|
Additional Benefits and Perquisites
|
|
Club memberships
Company provided auto or auto
allowance
Life Insurance & Accidental Death
& Dismemberment Coverage
Short-Term and Long-Term Disability
|
|
Provide additional benefits and perquisites commensurate with
the competitive market
|
|
|
|
|
|
Change in Control and Termination Benefits
|
|
We have change in control agreements with certain officers,
including our Named Executive Officers. The agreements provide
severance benefits if an officers employment is terminated
following a change in control. As noted above, the CPP Rules
prohibit the payment or accrual of any severance or change in
control benefit to the Named Executive Officers until we have
repaid Treasurys investment in Intermountain.
|
|
Change in control arrangements are designed to retain executives
and provide continuity of management in the event of an actual
or threatened change in control. The change in control
agreements are described in more detail in the section
Post Employment and Termination Benefits.
|
6
As noted above, we have historically offered a short-term cash
incentive bonus opportunity and awards of restricted stock as
key elements of our executive compensation program. Until we
have repaid the Treasurys investment in Intermountain
under the CPP, we will not be able to offer our most senior
executives a short-term cash incentive bonus opportunity.
Moreover, our former equity incentive plan expired in January
2009 and we did not propose a new equity incentive plan for
shareholder approval in 2010 in light of the economic
environment and the impact on our shareholders of the recession
and Intermountains financial performance. Given the
constraints of the CPP Rules and the absence of an equity
incentive plan, we believe the executive compensation programs
used in 2010 and the continuing effects of prior year
compensation programs and awards were adequate for the
short-term, but create retention risk over the medium- and
long-term.
Determination
of Appropriate Pay Levels
Although we have historically targeted total compensation
opportunities and base pay of our executive officers by
reference to compensation levels at peer institutions,
benchmarking was not a material factor in setting 2010
compensation. This was largely due to a salary freeze in 2010
and the absence of a short-term incentive opportunity and annual
equity award for 2010. In addition, the Compensation Committee
was aware of the results of the 2010 advisory vote on executive
compensation, which was not a material factor in 2010
compensation decisions given the very high level of shareholder
support and the restrictions on our compensation programs noted
above.
2010 Base
Salary
Our base salary levels reflect a combination of factors
including competitive pay levels relative to comparable
institutions, each executives experience and tenure, our
overall annual budget for merit increases, the executives
individual performance and changes in responsibility. We review
salary levels annually to recognize these factors. The Named
Executive Officers did not receive a base salary increase in
2010, consistent with a Company-wide salary freeze in light of
the financial challenges facing Intermountain.
Long-Term
Incentives in 2010
As noted above, we did not grant any equity awards to the Named
Executive Officers in 2010. We also did not grant any new awards
under our Stock Purchase Bonus Program, described below, which
the CPP Rules prohibit with respect to Messrs. Hecker,
Smith, Wright and Ms. Rasmussen. As shown in the Summary
Compensation Table under the Bonus column,
Ms. Rasmussen received a payment in 2010 under a prior-year
award.
Impact of
Accounting and Tax Treatment of Compensation
The Compensation Committee and management have considered the
accounting and tax impacts of various programs designed to
balance the potential cost to the Company with the benefit/value
to the executive. The Committee generally seeks to maximize
deductibility of executive compensation under Internal Revenue
Code Section 162(m) while retaining discretion to
compensate executives in a manner commensurate with performance
and the competitive market for executive talent. Differences in
accounting expense for various forms of equity awards under FASB
ASC Topic 718 (formerly FAS 123(R)) relative to the value
of the awards to recipients have not had, and are not expected
to have, a material effect on the selection of forms of equity
compensation. As a participant in the CPP, so long as the
preferred stock Intermountain sold to the Treasury continues to
be held by the Treasury, the Company can deduct only up to
$500,000 in annual compensation paid to covered executives,
including performance-based compensation (which is
not subject to the standard $1 million annual limit on tax
deductible compensation). This $500,000 limit has not had any
impact on Intermountain, since none of our covered executives is
compensated at that level. In addition, the change in control
provisions described in the section Post Employment and
Termination Benefits contemplate that the Company will
reimburse the amount of excise tax due under Internal Revenue
Code Section 280G. However, as discussed below, such
termination benefits and related excise tax reimbursement are
currently prohibited by the CPP Rules.
7
Compensation
Committee Interlocks and Insider Participation
During 2010, the Compensation Committee consisted of
Messrs. Diehl (Chair), Bauer, Elsaesser, Parker and Romine.
During 2010, none of our executive officers served on the
compensation committee (or equivalent body) or board of
directors of another entity whose executive officer served on
Intermountains Compensation Committee.
Report of
Compensation Committee
The Compensation Committee of the Board of Directors makes
the following report which, notwithstanding anything to the
contrary set forth in any of Intermountains filings under
the Securities Act of 1933 or the Securities Exchange Act of
1934, will not be incorporated by reference into any such
filings or to be filed under such Acts.
The Compensation Committee of the Board (the
Committee) met and discussed with management the
Compensation Discussion and Analysis (CD&A)
required by Item 402(b) of
Regulation S-K,
and based on that review and discussion, the Committee
recommended to the Board that the CD&A be included as part
of this 2010 Annual
10-K Report.
Pursuant to the requirements of Sections 111(b)(3)(A),
111(b)(3)(E), 111(b)(3)(F) and 111(c) of the Emergency Economic
Stabilization Act of 2008, and 31 CFR Part 30.4, the
Committee hereby certifies that:
1. It has reviewed with the Companys senior risk
officers the senior executive officer
(SEO) compensation plans and has made all reasonable
efforts to ensure that these plans do not encourage SEOs to take
unnecessary and excessive risks that threaten the value of
Intermountain;
2. It has reviewed with the Companys senior risk
officers the Companys employee compensation plans and has
made all reasonable efforts to limit any unnecessary risks these
plans pose to Intermountain; and
3. It has reviewed the Companys employee compensation
plans to eliminate any features of these plans that would
encourage the manipulation of reported earnings of Intermountain
to enhance the compensation of any employee.
The following SEO compensation plans do not contain any features
that could reasonably be interpreted to encourage SEOs to take
risks:
|
|
|
SEO Compensation Plan
|
|
How the Plan Does Not Encourage Taking Risks
|
|
Stock Purchase Bonus Program
|
|
Program encourages Company stock ownership of executive
officers; no risk-taking incentives inherent in the plan.
|
Employment/Change in Control, and Severance Agreements
|
|
Agreements provide fixed cash compensation amounts under various
circumstances; no incentive criteria included in the agreements.
|
Salary Continuation and Split Dollar Agreements
|
|
Agreements provide additional retirement benefits; no incentive
criteria included in the agreements.
|
Retention Bonus Agreements
|
|
Agreements provide for fixed payments subject only to continued
service; no incentive criteria included in the agreements.
|
The Companys other SEO compensation plan is listed in the
table below, together with an explanation of how it does not
encourage SEOs to take unnecessary and excessive risks
that threaten the value of Intermountain.
|
|
|
SEO Compensation Plan
|
|
How the Plan Does Not Encourage Unnecessary and Excessive
Risks that Threaten the Value of Intermountain
|
|
Employee Stock Option and Restricted Stock Plan (expired, but
prior awards remain outstanding)
|
|
Award values are linked to the market price of the
Companys stock; awards vest over a period of years, which
mitigates short-term risk-taking; interests are aligned with
shareholders; no risk-taking incentives inherent in the plan.
|
8
The following is a list of each general employee compensation
plan not listed as an SEO compensation plan above. No general
employee compensation plan has any features that could
reasonably be expected to expose the Company to material risk.
Accordingly, the Committee determined that no plan poses any
unnecessary risks to the Company and therefore no plan features
need to be limited on that basis. In addition, the Committee
determined that no general employee compensation plan links the
potential for any material payout to the Companys reported
earnings, and so no such plan can reasonably be viewed as
encouraging the manipulation of reported earnings to enhance the
compensation of any employee.
General
Employee Compensation Plans not Included Among SEO Plans
Above
|
|
|
|
|
General employee incentive bonus plans
|
|
|
|
Guaranteed annual bonus program for certain key employees
|
2010
Compensation Committee Members
James T.
Diehl (Chairperson) * Charles L. Bauer * Ford Elsaesser
John B.
Parker * Michael J. Romine
Compensation
Tables
The following table shows compensation paid or accrued for the
last three fiscal years to the Named Executive Officers.
2010
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Earnings
|
|
Compensation
|
|
|
Name and
|
|
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Total
|
Principal Position
|
|
Year
|
|
(1)
|
|
(2)
|
|
(3)
|
|
(4)
|
|
(5)
|
|
(6)
|
|
(7)(8)(9)
|
|
($)
|
|
Curt Hecker,
|
|
|
2010
|
|
|
$
|
231,320
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
40,454
|
|
|
$
|
1,762
|
|
|
$
|
273,536
|
|
President and CEO
|
|
|
2009
|
|
|
|
231,320
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
36,111
|
|
|
|
4,918
|
|
|
|
272,349
|
|
of the Company
|
|
|
2008
|
|
|
|
232,244
|
|
|
|
0
|
|
|
|
62,394
|
|
|
|
0
|
|
|
|
0
|
|
|
|
32,163
|
|
|
|
9,053
|
|
|
|
335,854
|
|
and CEO of the Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jerry Smith
|
|
|
2010
|
|
|
|
197,640
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
50,476
|
|
|
|
3,886
|
|
|
|
252,002
|
|
President of the
|
|
|
2009
|
|
|
|
197,640
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
45,057
|
|
|
|
10,833
|
|
|
|
253,530
|
|
Bank, EVP of the
|
|
|
2008
|
|
|
|
198,564
|
|
|
|
0
|
|
|
|
52,679
|
|
|
|
0
|
|
|
|
0
|
|
|
|
40,131
|
|
|
|
10,468
|
|
|
|
301,842
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Wright, EVP
|
|
|
2010
|
|
|
|
175,271
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,366
|
|
|
|
180,637
|
|
and Chief
|
|
|
2009
|
|
|
|
175,271
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10,561
|
|
|
|
185,832
|
|
Financial
|
|
|
2008
|
|
|
|
175,271
|
|
|
|
0
|
|
|
|
50,562
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
12,777
|
|
|
|
238,610
|
|
Officer of the Company and the Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Nagel
|
|
|
2010
|
|
|
|
146,232
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,375
|
|
|
|
148,607
|
|
EVP, Chief Credit
|
|
|
2009
|
|
|
|
146,232
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,703
|
|
|
|
148,935
|
|
Officer of the
|
|
|
2008
|
|
|
|
146,232
|
|
|
|
0
|
|
|
|
42,181
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,630
|
|
|
|
194,043
|
|
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pamela Rasmussen
|
|
|
2010
|
|
|
|
149,044
|
|
|
|
30,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,594
|
|
|
|
184,638
|
|
EVP, Chief
|
|
|
2009
|
|
|
|
149,044
|
|
|
|
41,370
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
7,795
|
|
|
|
198,209
|
|
Operating
|
|
|
2008
|
|
|
|
149,044
|
|
|
|
41,370
|
|
|
|
42,993
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
15,967
|
|
|
|
249,374
|
|
Officer of the Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes directors fees of $15,000 paid to each of
Messrs. Hecker and Smith, respectively, during the fiscal
year 2010. |
|
(2) |
|
Includes a bonus amount that vested under
Ms. Rasmussens Stock Purchase Bonus Program
Agreement. The terms of the Stock Purchase Bonus Program
Agreement are discussed below. |
9
|
|
|
(3) |
|
Represents the grant date fair value of restricted stock awards
granted in 2008 (no restricted stock awards were granted in 2009
or 2010), based on the price of Intermountains common
stock at the close of business on the date of grant ($14.50).
The amounts for 2008 have been restated to reflect a change in
SEC rules, which formerly required reporting the aggregate
expense recognized during the year for all equity awards,
including awards granted in prior years. The amounts have been
adjusted to reflect all stock splits and stock dividends. The
assumptions used to calculate these amounts are set forth in the
footnotes to the Companys financial statements for the
fiscal year 2010, included in this Report. |
|
(4) |
|
No options were granted in fiscal years 2008, 2009 or 2010. The
amounts for 2008 have been restated to reflect the change in SEC
rules, which formerly required reporting the aggregate expense
recognized during the year for all equity awards, including
awards granted in prior years, rather than reflecting the fair
market value on the date of grant. Accordingly, the amounts for
2008 have been changed to $0. |
|
(5) |
|
Although the Companys performance permitted an 8% bonus
payout to each Named Executive Officer under the Executive
Incentive Plan for the fiscal year 2008, each elected not to
accept a bonus. |
|
(6) |
|
Represents the increase during 2010 in actuarial present values
of each Named Executive Officers accumulated benefits
under the individual Salary Continuation and Split Dollar
Agreements. |
|
(7) |
|
Amounts reflect prior
true-up
adjustments for contributions paid by Intermountain or the Bank
under the 401(k) Savings Plan and Trust (401(k)
Plan) in the following amounts: Mr. Wright $184 and
Ms. Rasmussen $621 (2009 adjustments made in 2010). Amounts
for 2009 include 401(k)
true-up
adjustments for Mr. Wright of $1,530 and Mr. Smith of
$933 for 2008. Amounts for 2008 include 401(k)
true-up
adjustments for 2007 for Mr. Wright of $1,390 and
Ms. Rasmussen of $3,266. |
|
(8) |
|
Amounts include premiums paid by Intermountain on behalf of
Messrs. Hecker and Smith and for Ms. Rasmussen in the
amounts of $1,110, $1,218 and $173, respectively, pursuant to
their respective split-dollar life insurance agreements. |
|
(9) |
|
Represents amounts paid by the Company to the executive in the
form of automobile allowance, club dues and miscellaneous awards. |
2010
Grants of Plan-Based Awards
There were no grants of equity or non-equity awards under
compensatory plans during 2010.
Incentive
and Stock Plans
General. Intermountain and the Bank have
historically implemented two executive incentive and stock
programs: the Executive Incentive Plan and the Stock Purchase
Bonus Program, the material terms of which are summarized below.
The objectives of the Executive Incentive Plan are to provide
the executive officers of Intermountain and the Bank with
specific performance objectives and goals, and to motivate such
executive officers to reach such objectives and goals. The
objectives of the Stock Purchase Bonus Program are to encourage
executive stock ownership and promote long term retention of
executive officers. For 2010, the Company did not offer these
two key incentive programs. The Company historically maintained
an equity compensation plan; however, as described below, the
plan expired in 2009 and was not effective in 2010.
Cash Incentive Plans. The CPP Rules prohibit the
payment of any bonus amounts to the top five most highly
compensated employees, until the Treasurys investment in
the Company has been repaid. The following description of the
cash or stock incentive bonus amounts payable under the
respective plans is provided to give shareholders an
understanding of amounts that could be payable under these plans
if they had been offered and if the employee met the prescribed
performance goals and if the CPP Rules no longer applied.
Executive Incentive Plan. The Executive
Incentive Plan has historically been designed to provide a cash
incentive for management to achieve annual (as opposed to
long-term) Company performance goals. The key executives who are
eligible to participate in the plan include all of the Named
Executive Officers. Under the plan, prior to the beginning of
each year, Intermountains management selects appropriate
performance criteria and develops annual performance goals for
Intermountain for approval by the Compensation Committee.
However, as
10
discussed more fully in the CD&A, in light of certain
restrictions under TARP, the Company did not implement a cash
incentive program for 2010.
Stock Purchase Bonus Program. The Company has
adopted a Stock Purchase Bonus Program for executive officers
and other officers of Intermountain and the Bank. The program is
implemented through the execution of individual stock purchase
bonus agreements entered into by Intermountain and the officer.
The purpose of the program is to encourage and incent officers
to own Company stock, thereby further aligning the interests of
management with those of Intermountains shareholders.
Under the agreement, these officers may purchase on the open
market shares of Intermountain common stock. If the officer
makes such a purchase within the required time frame, the
officer will generally be paid a bonus equal to the lesser of
(i) the actual dollar amount paid by the officer for
Intermountain shares, including fees
and/or
commissions; or (ii) the maximum award amount. In certain
circumstances, however, the Company may elect to pay a bonus
greater than the value of the stock required to be purchased
under the agreement in order to provide a supplemental bonus
opportunity for retention purposes. The bonus is paid to the
officer in either three, five or ten annual installments. In
order to receive any payment installment, an officer must be a
full-time employee on the date such installment is due and
payable; provided, however, that in some cases, in the event of
officers disability or death or in the event of a change
in control of Intermountain (as defined in the agreement), the
balance of the bonus will become fully vested and the officer or
their beneficiaries will become eligible to receive a cash
payment equal to such remaining bonus.
Former Equity Incentive Plan. Intermountain
previously maintained an Employee Stock Option and Restricted
Stock Plan (Former Equity Incentive Plan) that
provided for the grant of incentive and non-qualified stock
options and restricted stock awards to key officers and
employees of Intermountain
and/or the
Bank. Stock options under the Former Equity Incentive Plan
expire ten years from the date of grant, and must have an
exercise price of not less than the fair market value of
Intermountain stock at the time of grant, as determined by the
Board or the Compensation Committee. These awards typically vest
over five years in order to motivate long-term performance and
to serve as a retention tool for award recipients. However, in
the event of a change in control, the agreements provide that
all unvested options and restricted stock awards will become
fully vested. At December 31, 2010, the number of shares
subject to granted but unexercised options and unvested stock
awards, as adjusted for subsequent stock splits and stock
dividends, was 258,586 shares. The Former Equity Incentive
Plan had a term of ten years. On January 14, 2009, the term
of the Former Equity Incentive Plan expired and the Board
determined that, due to the economic environment, a new plan
would not be implemented at that time.
2010
Option Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
Stock Awards*
|
|
|
|
|
Value Realized on
|
|
|
Number of Shares
|
|
Vesting
|
|
|
Acquired on Vesting
|
|
($)
|
Name
|
|
(#)
|
|
(1)
|
|
Curt Hecker
|
|
|
2,462
|
|
|
$
|
4,533
|
|
Jerry Smith
|
|
|
1,884
|
|
|
|
3,438
|
|
Douglas Wright
|
|
|
1,813
|
|
|
|
3,312
|
|
John Nagel
|
|
|
1,532
|
|
|
|
2,798
|
|
Pamela Rasmussen
|
|
|
1,672
|
|
|
|
3,069
|
|
|
|
|
* |
|
The numbers have been adjusted to reflect all applicable stock
splits and stock dividends. No options were exercised in fiscal
year 2010. All granted but unvested awards are governed under
the terms of the former Equity Incentive Plan and related award
agreements. |
|
|
|
(1) |
|
Value realized represents the fair market value based on the
closing price of the shares at the time of vesting. |
11
2010
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards*
|
|
Stock Awards*
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
Securities
|
|
Securities
|
|
|
|
|
|
Number of
|
|
Market Value
|
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
Shares or Units of
|
|
of Shares or
|
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
|
|
Stock That
|
|
Units of Stock
|
|
|
Options
|
|
Options
|
|
Exercise
|
|
Option
|
|
Have Not
|
|
That Have Not
|
|
|
(#)
|
|
(#)
|
|
Price
|
|
Expiration
|
|
Vested
|
|
Vested
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
($)
|
|
Date
|
|
(#)
|
|
($)(1)
|
|
Curt Hecker
|
|
|
5,760
|
|
|
|
0
|
|
|
$
|
3.72
|
|
|
|
01/01/11
|
|
|
|
424
|
(2)
|
|
$
|
628
|
|
|
|
|
3,845
|
|
|
|
0
|
|
|
|
3.72
|
|
|
|
01/01/11
|
|
|
|
1,144
|
(3)
|
|
|
1,693
|
|
|
|
|
1,437
|
|
|
|
0
|
|
|
|
5.51
|
|
|
|
01/01/13
|
|
|
|
2,582
|
(4)
|
|
|
3,821
|
|
|
|
|
5,750
|
|
|
|
0
|
|
|
|
5.51
|
|
|
|
01/01/13
|
|
|
|
0
|
|
|
|
0
|
|
Jerry Smith
|
|
|
9,663
|
|
|
|
0
|
|
|
|
3.73
|
|
|
|
01/01/11
|
|
|
|
337
|
(2)
|
|
|
499
|
|
|
|
|
3,536
|
|
|
|
0
|
|
|
|
5.51
|
|
|
|
01/01/13
|
|
|
|
911
|
(3)
|
|
|
1,348
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
2,180
|
(4)
|
|
|
3,226
|
|
Douglas Wright
|
|
|
15,263
|
|
|
|
0
|
|
|
|
4.82
|
|
|
|
05/31/12
|
|
|
|
320
|
(2)
|
|
|
474
|
|
|
|
|
17,970
|
|
|
|
0
|
|
|
|
5.51
|
|
|
|
01/01/13
|
|
|
|
865
|
(3)
|
|
|
1,280
|
|
|
|
|
3,952
|
|
|
|
0
|
|
|
|
6.12
|
|
|
|
06/04/13
|
|
|
|
2,093
|
(4)
|
|
|
3,098
|
|
|
|
|
17,097
|
|
|
|
0
|
|
|
|
4.79
|
|
|
|
02/03/14
|
|
|
|
0
|
|
|
|
0
|
|
John Nagel
|
|
|
14,494
|
|
|
|
0
|
|
|
|
3.87
|
|
|
|
05/23/11
|
|
|
|
276
|
(2)
|
|
|
408
|
|
|
|
|
3,513
|
|
|
|
0
|
|
|
|
4.16
|
|
|
|
01/01/12
|
|
|
|
743
|
(3)
|
|
|
1,100
|
|
|
|
|
5,990
|
|
|
|
0
|
|
|
|
5.51
|
|
|
|
01/01/13
|
|
|
|
1,746
|
(4)
|
|
|
2,584
|
|
|
|
|
10,541
|
|
|
|
0
|
|
|
|
6.12
|
|
|
|
06/04/13
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
9,075
|
|
|
|
0
|
|
|
|
4.79
|
|
|
|
02/03/14
|
|
|
|
0
|
|
|
|
0
|
|
Pamela Rasmussen
|
|
|
1,089
|
|
|
|
0
|
|
|
|
12.95
|
|
|
|
11/09/14
|
|
|
|
707
|
(2)
|
|
|
1,046
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
743
|
(3)
|
|
|
1,100
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
1,779
|
(4)
|
|
|
2,633
|
|
|
|
|
* |
|
The numbers have been adjusted to reflect all applicable stock
splits and stock dividends. All options are fully vested. |
|
(1) |
|
Based on the closing market price of Intermountain common stock
on December 31, 2010 ($1.48). |
|
(2) |
|
Restricted stock awards became fully vested in March 2011. |
|
(3) |
|
Restricted Stock awards become fully vested in February 2012. |
|
(4) |
|
Restricted Stock awards become fully vested in February 2013. |
12
Post
Employment and Termination Benefits
The following is a discussion regarding the post employment and
termination arrangements currently in place for the Named
Executive Officers. The amounts stated are based on the maximum
amounts that could be paid under these arrangements. As
discussed in detail in the CD&A, compensation paid in the
event of termination or change in control is limited by the CPP
Rules. We have summarized the agreement provisions to provide
shareholders with information about amounts to which the Named
Executive Officers would be entitled if the CPP Rules did not
apply.
2010
Pension Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Years
|
|
Present Value of
|
|
|
|
|
Credited Service
|
|
Accumulated Benefit
|
|
|
Plan Name
|
|
(#)
|
|
($)
|
Name
|
|
(1)
|
|
(2)
|
|
(3)
|
|
Curt Hecker
|
|
|
SCA/SDA
|
|
|
|
9 years
|
|
|
$
|
503,486
|
|
Jerry Smith
|
|
|
SCA/SDA
|
|
|
|
9 years
|
|
|
|
495,960
|
|
Douglas Wright
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
John Nagel
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Pamela Rasmussen
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
(1) |
|
The terms of the Salary Continuation Agreement and Split Dollar
Agreement (SCA/SDA) are described below. |
|
(2) |
|
Under the terms of the SCA/SDA, executives must, in addition to
other conditions, be employed with Intermountain through
January 1, 2012. |
|
(3) |
|
The estimated maximum annual retirement benefit payable under
the SCA/SDA for Messrs. Hecker and Smith, payable at
age 60 is as follows: Mr. Hecker $148,000 and
Mr. Smith $111,000. |
Salary Continuation Agreement and Split Dollar
Agreement. Effective January 1, 2002, the
Bank entered into Salary Continuation Agreements and Split
Dollar Agreements with Curt Hecker and Jerry Smith. Each of
these agreements was amended and restated on January 1,
2008. The purpose of these agreements is to provide
Mr. Hecker and Mr. Smith with additional retirement
benefits. The agreements are unsecured and unfunded and there
are no plan assets. The Bank has purchased a single premium bank
owned life insurance policy (BOLI policy) on the
lives of Mr. Hecker and Mr. Smith and intends to use
income from the BOLI policy to offset benefit expenses. All
amounts below have been rounded up to the nearest thousand
dollars.
The CPP Rules prohibit the payment of any amounts to
Messrs. Hecker or Smith for any accelerated vesting of
payments on termination or change in control or reimbursement of
taxes on payments, until the Treasurys investment in the
Company has been repaid. The following description of the
benefits provided in the Salary Continuation Agreement and Split
Dollar Agreement that include such payments is provided to give
shareholders an understanding of amounts that would be payable
if the CPP Rules no longer applied.
Upon reaching age 60 the salary continuation agreements
provide for maximum annual payments to Mr. Hecker and
Mr. Smith of $148,000 and $111,000, respectively, for a
period of ten years. So long as Mr. Hecker and
Mr. Smith remain employed by the Bank until January 1,
2012, in the event that the employment of Mr. Hecker or
Mr. Smith terminates for any reason and such individual is
less than 60 years of age as of such termination (other
than for death, disability, for cause or in connection with a
change in control, as each term is defined in their respective
salary continuation agreements), then Mr. Hecker would
receive annual payments ranging from $86,000 to $148,000, and
Mr. Smith would receive annual payments ranging from
$82,000 to $111,000, depending on the date of their respective
termination, during each of the 10 years beginning at
age 60. If Mr. Heckers or Mr. Smiths
employment is terminated because of disability before the age of
60, each will receive an annual payment ranging from $70,000 to
$148,000 (in the case of Mr. Hecker) and $67,000 to
$111,000 (in the case of Mr. Smith), depending on the date
of disability, during each of the 10 years beginning at
age 60. Finally, if Mr. Heckers or
Mr. Smiths employment is terminated in connection
with a change in control (so long as they are not terminated for
cause, as defined), Mr. Hecker and Mr. Smith will be
entitled to a lump sum payment of $564,000 to $1,110,000 (in the
case of Mr. Hecker) and $556,000 to $834,000 (in the case
of Mr. Smith), depending upon the date of the change in
control. Furthermore, if Mr. Hecker or Mr. Smith is
subject to any excise tax as a result of an acceleration of
their
13
respective benefits under his agreement in the event of a change
in control, Mr. Hecker and Mr. Smith will receive a
cash payment equal to the amount of their respective excise tax.
Under the salary continuation agreement and the split dollar
agreement, Mr. Heckers estate will receive a one-time
payment of $1,110,000 if Mr. Hecker dies before the age of
60, provided that the Bank employed him at the time of death;
and, subject to the same conditions, Mr. Smiths
estate will receive a one time payment of $834,000. The Bank
will be the beneficiary of any death proceeds remaining after
Mr. Heckers or Mr. Smiths interest has
been paid to their respective estates.
The CPP Rules prohibit the payment of any amounts to
Messrs. Hecker or Smith for termination of employment or a
change in control, including any accelerated vesting of payments
or equity awards or the reimbursement of taxes on compensation,
until the Treasurys investment in the Company has been
repaid. The following description of the termination and change
in control benefits provided in Messrs. Heckers and
Smiths respective agreements is provided to give
shareholders an understanding of amounts that would be payable
if the CPP Rules no longer applied.
Curt
Hecker Employment Agreement
Mr. Hecker serves as President and Chief Executive Officer
of Intermountain and Chief Executive Officer of the Bank under
the terms of an employment agreement that was amended and
restated effective January 1, 2008 to, among other things,
incorporate and make such modifications as necessary to comply
with Section 409A of the Internal Revenue Code (the
Code). The agreement renewed automatically for a new
three-year term on January 1, 2011. The Compensation
Committee retained Mr. Heckers annual salary for 2010
at the 2009 amount of $216,320. The agreement grants
Mr. Hecker four weeks of paid vacation annually and
miscellaneous fringe benefits, including use of an automobile,
as well as his eligibility to participate in incentive and stock
plans made available to executive officers.
If Mr. Heckers employment terminates involuntarily
without cause or if he voluntarily terminates for any reason, he
will be entitled to severance in an amount calculated at twice
the average of his annual base salary over the two most recent
calendar years payable in one lump sum on the first day of the
seventh month after the month following termination. But if
Mr. Heckers employment terminates involuntarily
(i) other than for cause, disability, retirement or death
within 24 months after a change in control, or
(ii) within the period between the date of entering into a
definitive agreement and the effective date of the change in
control, or (iii) if he terminates for good reason (as
defined in the agreement), his severance would instead be
calculated at twice the sum of his average annual base salary
and short-term bonus over the two preceding years. The
difference between the
change-in-control
severance amount (twice the average annual base salary and
short-term bonus) versus severance payable for employment
termination in other contexts (twice the average annual base
salary) would also be payable to Mr. Hecker if his
employment terminates involuntarily without cause or if he
terminates for any reason within 12 months before an
agreement for a change in control is entered into. The
change-in-control
severance is payable on the later of the date his employment
terminated, the effective date of the change in control, or the
first day of the seventh month after the month in which his
employment was terminated.
The employment agreement also provides for reimbursement of
certain taxes (excise tax reimbursement) if the
aggregate benefits payable to Mr. Hecker after a change in
control are subject to excise tax under section 4999 of the
Code. In general terms, IRC section 280G disallows an
employers compensation deduction for so-called
excess parachute payments made to an executive after
a change in control. Correspondingly, section IRC 4999
imposes a 20% excise tax on the executive receiving excess
parachute payments. Payments made to an executive as the result
of a change in control are excess parachute payments if they
equal or exceed the executives base amount multiplied by
three. If the payments equal or exceed that threshold, the 20%
excise tax is imposed on payments exceeding the executives
base amount, and the employers compensation deduction is
forfeited on those same dollars. The executives base
amount is his five-year average taxable compensation. The excise
tax reimbursement benefit will reimburse Mr. Hecker for the
20% excise tax, but not for any additional excise tax on the
reimbursement itself. He will be responsible for all other
federal and state taxes (including income taxes) due on the
excise tax reimbursement benefit. The excise tax reimbursement
benefit would not be a deductible payment to Intermountain or
the Bank. For purposes of the calculation under
sections 280G and 4999 of benefits payable after a change
in
14
control, the total benefits include severance payable under a
severance or employment agreement, accelerated payment or
accelerated vesting of benefits under compensation arrangements
such as stock option plans and salary continuation agreements,
and other benefits whose payment or vesting accelerates because
of the change in control. Taking into account
Mr. Heckers potential
change-in-control
severance benefit under the employment agreement and the benefit
payable under his Salary Continuation Agreement, Intermountain
does not believe that benefits payable to Mr. Hecker after
a change in control would constitute excess parachute payments.
Mr. Heckers employment agreement provides that he is
entitled to reimbursement of up to $500,000 of legal fees if his
employment agreement is challenged after a change in control,
regardless of whether Mr. Hecker prevails in such dispute.
Lastly, the employment agreement prohibits Mr. Hecker from
competing with Intermountain or the Bank as a director, officer,
shareholder, or otherwise during the term of his employment and
for two years after termination of his employment. The
prohibition against competition terminates immediately after a
change in control occurs.
The table below shows the maximum amounts that could be paid to
Mr. Hecker under his agreements, without giving effect to
the restrictions under the CPP Rules and (i) is based on
the executives salary at December 31, 2010; and
(ii) assumes that a triggering event occurred on
December 31, 2010, as well as the aggregate amount allowed
to be paid under the CPP Rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination/Change in Control
|
|
Termination /Change in Control Payments
|
|
|
Payments Under
|
|
Under Salary Continuation Agreement
|
|
|
Employment Agreement
|
|
and Split Dollar Agreement
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
(Without Cause)
|
|
|
|
|
|
|
|
|
Voluntary or
|
|
or Constructive
|
|
|
|
|
|
Voluntary or
|
|
|
Involuntary
|
|
Termination
|
|
|
|
|
|
Involuntary
|
|
|
Termination
|
|
in Connection
|
|
Payment Due to
|
|
Termination Due to
|
|
Termination
|
|
|
(Without Cause)
|
|
with a CIC
|
|
Death Prior to Age
|
|
Disability Prior to
|
|
(Without Cause)
|
|
|
(1)
|
|
(2)
|
|
60(3)
|
|
Age 60(4)
|
|
Due to CIC(5)(6)
|
|
Base salary
|
|
$
|
432,640
|
|
|
$
|
432,640
|
|
|
$
|
1,110,000
|
|
|
$
|
69,943
|
|
|
$
|
564,102
|
|
Short-term bonus
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Fair market values of accelerated equity vesting(7)
|
|
|
0
|
|
|
|
6,142
|
|
|
|
0
|
|
|
|
0
|
|
|
|
6,142
|
|
Total
|
|
$
|
432,640
|
|
|
$
|
438,782
|
|
|
$
|
1,110,000
|
|
|
$
|
69,943
|
|
|
$
|
570,244
|
|
Total allowed under CPP Rules
|
|
$
|
0
|
(8)
|
|
$
|
0
|
(8)
|
|
$
|
1,110,000
|
(8)
|
|
$
|
69,943
|
(8)
|
|
$
|
0
|
(8)
|
|
|
|
(1) |
|
Represents two times Mr. Heckers average base salary,
payable in a lump sum payment. |
|
(2) |
|
Represents two times Mr. Heckers average base salary
and short-term bonus over the two most recent years, payable in
a lump sum payment. |
|
(3) |
|
Represents amount payable to Mr. Heckers
beneficiaries under the Split Dollar Agreement in the event
Mr. Hecker dies while still employed by the Company,
payable in a lump sum payment. |
|
(4) |
|
Represents the amount payable each year for a
10-year
period based on the accrual balance at December 31, 2010. |
|
(5) |
|
Represents the amount payable based on the accrual balance at
December 31, 2010, payable in a lump sum payment. |
|
(6) |
|
No payments will be made in the event of voluntary or
involuntary termination outside of a change in control prior to
2012. |
|
(7) |
|
For the purposes of this table, the fair market value of the
accelerated vesting of equity awards is based on $1.48, the
closing price of Intermountain common stock at December 31,
2010. It is possible that in the event of a change of control,
the per share settlement stock price would be substantially
higher than that used in this table. |
15
|
|
|
(8) |
|
Represents the aggregate amount allowed to be paid under the CPP
Rules and includes: $1,110,000 payable due to death prior to
age 60, and $69,943 payable each year for ten years
beginning at age 60, if terminated due to disability prior
to age 60. |
Jerry
Smith Employment Agreement
Mr. Smith serves as the Executive Vice President of
Intermountain and President of the Bank under an employment
agreement that was amended and restated effective
January 1, 2008 to, among other things, incorporate and
make such modifications as necessary to comply with
Section 409A of the Code. The terms of
Mr. Smiths agreement are essentially identical to
those of Mr. Heckers employment agreement. The term
of Mr. Smiths employment agreement automatically
renewed for a new three-year term on January 1, 2011. The
Compensation Committee retained Mr. Smiths annual
salary for 2010 at the 2009 amount of $182,640. The agreement
promises severance benefits and
change-in-control
severance benefits on the same terms and calculated in the same
manner as Mr. Heckers, a potential excise tax
reimbursement in connection with a change in control, and
reimbursement of up to $500,000 of legal fees if the employment
agreement is challenged after a change in control regardless of
whether Mr. Smith prevails in such dispute. As with
Mr. Hecker, Intermountain does not believe that benefits
payable to Mr. Smith after a change in control would
constitute excess parachute payments. Mr. Smiths
employment agreement includes a prohibition against competition
identical to the prohibition in Mr. Heckers
agreement, but like Mr. Heckers agreement the
prohibition against competition would not apply after a change
in control occurs.
The table below shows the maximum amounts that could be paid to
Mr. Smith under his agreements, without giving effect to
the restrictions under the CPP Rules and (i) is based on
the executives salary at December 31, 2010; and
(ii) assumes that a triggering event occurred on
December 31, 2010, as well as the aggregate amount allowed
to be paid under the CPP Rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination /Change in Control
|
|
Termination/Change in Control
|
|
|
Payments Under
|
|
Payments Under Salary
|
|
|
Employment Agreement
|
|
Continuation Agreement and Split Dollar Agreement
|
|
|
|
|
Involuntary
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
Voluntary or
|
|
(Without Cause)
|
|
|
|
|
|
Voluntary or
|
|
|
Involuntary
|
|
or Constructive
|
|
|
|
|
|
Involuntary
|
|
|
Termination
|
|
Termination
|
|
Payment Due to
|
|
Termination Due to
|
|
Termination
|
|
|
(Without Cause)
|
|
in Connection with a
|
|
Death Prior to
|
|
Disability Prior to
|
|
(Without Cause)
|
|
|
(1)
|
|
CIC (2)
|
|
Age 60(3)
|
|
Age 60(4)
|
|
Due to CIC(5)(6)
|
|
Base salary
|
|
$
|
365,280
|
|
|
$
|
365,280
|
|
|
$
|
834,000
|
|
|
$
|
66,578
|
|
|
$
|
555,672
|
|
Short-term bonus
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Fair market values of accelerated equity vesting(7)
|
|
|
0
|
|
|
|
5,073
|
|
|
|
0
|
|
|
|
0
|
|
|
|
5,073
|
|
Total
|
|
$
|
365,280
|
|
|
$
|
370,353
|
|
|
$
|
834,000
|
|
|
$
|
66,578
|
|
|
$
|
560,745
|
|
Total allowed under CPP Rules
|
|
$
|
0
|
(8)
|
|
$
|
0
|
(8)
|
|
$
|
834,000
|
(8)
|
|
$
|
66,578
|
(8)
|
|
$
|
0
|
(8)
|
|
|
|
(1) |
|
Represents two times Mr. Smiths average base salary,
payable in a lump sum payment. |
|
(2) |
|
Represents two times Mr. Smiths average base salary
and short-term bonus over the two most recent calendar years,
payable in a lump sum payment. |
|
(3) |
|
Represents amount payable to Mr. Smiths beneficiaries
under the Split Dollar Agreement in the event Mr. Smith
dies while still employed by the Company, payable in a lump sum
payment. |
|
(4) |
|
Represents the amount payable each year for a
10-year
period based on the accrual balance at December 31, 2010. |
|
(5) |
|
Represents the amount payable based on the accrual balance at
December 31, 2010, payable in a lump sum. |
|
(6) |
|
No payments will be made in the event of voluntary or
involuntary termination outside of a change in control prior to
2012. |
16
|
|
|
(7) |
|
For the purposes of this table, the fair market value of the
accelerated vesting of equity awards is based on $1.48, the
closing price of Intermountain common stock at December 31,
2010. It is possible that in the event of a change of control,
the per share settlement stock price would be substantially
higher than that used in this table. |
|
(8) |
|
Represents the aggregate amount allowed to be paid under the CPP
Rules and includes: $834,000 payable due to death prior to
age 60 and $66,578 payable each year for ten years
beginning at age 60, if terminated due to disability prior
to age 60. |
Executive
Severance Agreements for Douglas Wright and John Nagel
The CPP Rules prohibit the payment of any amounts to
Messrs. Wright or Nagel for termination of employment or a
change in control, including any accelerated vesting of payments
or equity awards or, as applicable, the reimbursement of taxes
on compensation, until the Treasurys investment in the
Company has been repaid. The following description of the
termination and change in control benefits provided in
Messrs. Wrights and Nagels respective
agreements is provided to give shareholders an understanding of
amounts that would be payable if the CPP Rules no longer
applied.
The Executive Severance Agreements with Messrs. Wright and
Nagel, respectively, amended and restated effective
January 1, 2008 (as to Mr. Wrights agreement)
and December 27, 2007 (as to Mr. Nagels
agreement) to, among other things, incorporate and make such
modifications as necessary to comply with Section 409A of
the Code, provide that each of Messrs. Wright and Nagel is
entitled to severance if his employment terminates involuntarily
(i) other than for cause, disability, retirement or death
within 24 months after a change in control,
(ii) within the period between the date of entering into a
definitive agreement and the effective date of the change in
control, or (iii) within 12 months before an agreement
for a change in control is entered into, or if he terminates for
good reason (as defined in the agreement). The severance payment
would be an amount equal to twice the sum of his average annual
base salary and short-term bonus over the two most recent
calendar years, payable on the later of the date employment is
terminated, the effective date of the change in control, or the
first day of the seventh month after the month employment is
terminated.
Mr. Wrights Executive Severance Agreement further
provides for an excise tax reimbursement if the aggregate
benefits payable to Mr. Wright after a change in control
are subject to excise taxes under sections 280G and 4999 of
the Code, payable under the same terms as described for
Mr. Hecker and Mr. Smith. Mr. Wrights
agreement also provides that he is entitled to reimbursement of
up to $300,000 of legal fees if his employment agreement is
challenged after a change in control, regardless of whether
Mr. Wright prevails in such dispute.
Under Mr. Nagels Executive Severance Agreement, his
severance benefit will be reduced as necessary to avoid
application of sections 280G and 4999 of the Code.
Mr. Nagels agreement also provides that he is
entitled to reimbursement of up to $250,000 of legal fees if his
employment agreement is challenged after a change in control,
regardless of whether Mr. Nagel prevails in such dispute.
The table below shows the maximum amounts that could be paid to
Messrs. Wright and Nagel under their respective agreements,
without giving effect to the restrictions under the CPP Rules
and (i) is based on the executives salary at
December 31, 2010; and (ii) assumes that a triggering
event occurred on December 31, 2010, as well as the
aggregate amount allowed to be paid under the CPP Rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination in Connection with Change in Control
|
|
|
|
Total
|
|
|
(Other than for Cause, Death, Disability or Retirement)
|
|
Total Payments to
|
|
Allowed
|
|
|
Salary
|
|
Short-Term Bonus
|
|
Equity Awards
|
|
Executive
|
|
Under
|
Name
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
CPP Rules
|
|
Douglas Wright
|
|
$
|
350,542
|
|
|
$
|
0
|
|
|
$
|
4,852
|
|
|
$
|
355,394
|
|
|
$
|
0
|
|
John Nagel
|
|
$
|
292,464
|
|
|
$
|
0
|
|
|
$
|
4,092
|
|
|
$
|
296,556
|
|
|
$
|
0
|
|
|
|
|
(1) |
|
Represents two times the average base pay and short term bonus
over the two most recent calendar years, payable in a lump sum
payment. |
17
|
|
|
(2) |
|
For the purposes of this table, the fair market value of the
accelerated vesting of equity awards is based on $1.48, the
closing price of Intermountain common stock at December 31,
2010. It is possible that in the event of a change of control,
the per share settlement stock price would be substantially
higher than that used in this table. |
Executive
Severance and Bonus Agreements for Pamela Rasmussen
On March 14, 2007, Intermountain entered into an Executive
Severance Agreement with Ms. Rasmussen, which was
subsequently amended and restated effective December 28,
2007 to, among other things, incorporate and make such
modifications as necessary to comply with Section 409A of
the Code. The terms of this agreement are substantially
identical in nature to the Executive Severance Agreement with
Mr. Nagel, including a provision for reimbursement of up to
$250,000 of legal fees in certain circumstances. In addition, as
a former director of Snake River Bancorp, Inc.,
Ms. Rasmussen is party to a split-dollar life insurance
agreement with Magic Valley Bank, which was assumed by the Bank.
The terms of this agreement are identical to the split dollar
agreements with Messrs. Jones and Patrick, the terms of
which are described under Director
Compensation.
Under the CPP Rules, payments made for severance or a change
in control, including any accelerated vesting of payments or
equity awards under the Executive Severance Agreement, are
prohibited until the Treasurys investment in the Company
has been repaid.
On March 14, 2007, the Company entered into a Stock
Purchase Bonus Agreement with Ms. Rasmussen. Under the
terms of this agreement, Ms. Rasmussen would be reimbursed
up to $200,000 payable over a ten year period, provided
Ms. Rasmussen acquired shares of Intermountain common stock
prior to November 30, 2007. This agreement was subsequently
amended and restated to decrease the required total investment
in Intermountain common stock to $100,000. The bonus payable
under this agreement remained at $200,000, with the additional
$100,000 not used to reimburse stock purchases intended to be a
supplemental bonus. As shown in the 2010 Summary Compensation
Table, Ms. Rasmussen received a bonus of $30,000 in 2010
under this agreement.
The table below shows the maximum amounts that could be paid to
Ms. Rasmussen under her agreements, without giving effect
to the restrictions under the CPP Rules and (i) is based on
the executives salary at December 31, 2010; and
(ii) assumes that a triggering event occurred on
December 31, 2010, as well as the aggregate amount allowed
to be paid under the CPP Rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination in Connection with Change in Control
|
|
|
|
Total
|
(Other than for Cause, Death or Disability)
|
|
Total Payments to
|
|
Allowed
|
Salary
|
|
Short-Term Bonus
|
|
Equity Awards
|
|
Executive
|
|
Under
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
CPP Rules
|
|
$
|
298,088
|
|
|
$
|
0
|
|
|
$
|
4,779
|
|
|
$
|
302,867
|
|
|
$
|
0
|
|
|
|
|
(1) |
|
Represents the two times average base salary and short term
bonus over the two most recent calendar years. |
|
(2) |
|
For the purposes of this table, the fair market value of the
accelerated vesting of equity awards is based on $1.48, the
closing price of Intermountain common stock at December 31,
2010. It is possible that in the event of a change of control,
the per share settlement stock price would be substantially
higher than that used in this table. |
Employee
Benefit Plans
401(k) Savings Plan. Intermountain and the
Bank have a 401(k) Savings Plan (401(k) Plan)
covering substantially all employees. An employee must be at
least 19 years of age, work at least 1,000 hours per
year and have six months of service with Intermountain or the
Bank to be eligible for the 401(k) Plan (Effective
Date). Under the 401(k) Plan, participants may defer a
percentage of their compensation, the dollar amount of which may
not exceed the limit as governed by law. At the direction of the
Board of Directors, Intermountain may also elect to pay a
discretionary matching contribution equal to a percentage of the
amount of the salary deferral made by the participant. The
401(k) Plan provides that contributions made by the employee are
100% vested immediately upon the participants Effective
Date. Contributions made by the employer vest 50% in year one
and 100% in year two.
A committee of the Bank acts as the Plan Administrator of the
401(k) Plan. The general investment options are determined by
the Plans Administrative Committee.
18
Director
Compensation
The Nominating Committee has authority over director
compensation subject to the Boards authority to approve
changes. All directors, including those who are Company
employees, receive fees for their service on the Board of
Directors. We review the level of compensation of our directors
on an annual basis. To determine the appropriate level of
compensation for our directors, we obtain information from a
number of different sources, including publicly available data
describing director compensation in peer companies and
information obtained directly from other companies. Directors
receive an annual cash retainer based on the chairmanship of the
Board and its committees. In addition to the retainer, we pay
per meeting fees.
The following table reflects the annual retainer and the per
meeting fees that were approved by the Nominating Committee for
payments to directors in 2010. The fees schedule for directors
has not been increased since 2008.
|
|
|
|
|
|
|
|
|
Committee/Chair
|
|
Annual Retainer
|
|
Monthly Meeting Fee(1)
|
|
Chairman of the Board
|
|
$
|
9,760
|
|
|
$
|
2,324
|
|
Chair Audit Committee
|
|
|
9,260
|
|
|
|
1,874
|
|
Chair Compensation Committee
|
|
|
8,760
|
|
|
|
1,824
|
|
Chair Loan Committee
|
|
|
8,760
|
|
|
|
1,824
|
|
Chair Nominating/Corporate Governance Committee
|
|
|
8,760
|
|
|
|
1,824
|
|
Chair Executive Committee
|
|
|
8,260
|
|
|
|
1,774
|
|
Chair Technology Committee
|
|
|
8,760
|
|
|
|
1,824
|
|
Chair Trust Committee
|
|
|
8,760
|
|
|
|
1,824
|
|
Non-Chair Directors
|
|
|
7,260
|
|
|
|
1,074
|
|
Employee Directors
|
|
|
5,760
|
|
|
|
924
|
|
|
|
|
(1) |
|
Directors will receive twice the per meeting fee for attending a
two-day
meeting. |
The following table shows compensation earned during the last
fiscal year by our non-employee directors. The footnotes to the
table describe the details of each form of compensation paid to
directors.
2010 Director
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or Paid
|
|
All Other
|
|
|
|
|
in Cash
|
|
Compensation
|
|
Total
|
Name
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)(4)
|
|
Charles L. Bauer
|
|
$
|
27,000
|
|
|
$
|
0
|
|
|
$
|
27,000
|
|
James T. Diehl
|
|
|
27,000
|
|
|
|
0
|
|
|
|
27,000
|
|
Ford Elsaesser
|
|
|
26,000
|
|
|
|
0
|
|
|
|
26,000
|
|
Ronald Jones
|
|
|
27,000
|
|
|
|
311
|
|
|
|
27,311
|
|
Maggie Y. Lyons
|
|
|
27,000
|
|
|
|
0
|
|
|
|
27,000
|
|
John B. Parker
|
|
|
33,000
|
|
|
|
0
|
|
|
|
33,000
|
|
Jim Patrick
|
|
|
18,000
|
|
|
|
893
|
|
|
|
18,893
|
|
Michael J. Romine
|
|
|
28,000
|
|
|
|
0
|
|
|
|
28,000
|
|
|
|
|
(1) |
|
Amounts reflect fees paid to directors in the form of an annual
retainer and aggregate
per-day fees
for each Board meeting. |
|
(2) |
|
Represents the premiums paid by Intermountain on behalf of
Messrs. Jones and Patrick in connection with the split
dollar life insurance arrangements described below in the
amounts of $311 and $893, respectively. |
|
(3) |
|
At fiscal year end, each non-employee director held 217 unvested
shares of Intermountain common stock granted pursuant to
restricted stock awards. |
19
|
|
|
(4) |
|
At fiscal year end, each non-employee director held in the
aggregate outstanding vested stock option awards to purchase
shares of Intermountain as follows: Mr. Bauer
364 shares; Mr. Diehl 908 shares;
Mr. Elsaesser 908 shares; Mr. Jones
6,353 shares; Ms. Lyons 545 shares;
Mr. Parker 545 shares; Mr. Patrick
6,353 shares; and Mr. Romine 908 shares. |
Split Dollar Life Insurance. Ronald Jones and
Jim Patrick, the two directors of Intermountain who are former
directors of Snake River Bancorp, Inc., are parties to
split-dollar life insurance agreements with Magic Valley Bank.
The Bank has assumed these agreements, which are identical to
those with the other former Snake River Bancorp, Inc. directors.
Pursuant to the terms of the agreements, (i) the Bank is
obligated to pay the premiums on a bank-owned life insurance
policy; and (ii) beneficiaries of the directors will
receive a certain portion of any death benefits upon the death
of the directors.
Amended and Restated Director Stock
Plan. Intermountain previously maintained a
separate director stock option plan (the Director
Plan) for the benefit of non-employee directors, under
which we generally made annual stock option grants and
restricted stock awards to non-employee directors on an annual
basis. Options and restricted stock awards granted under the
Director Plan typically vest over a five-year period in 20%
installments beginning on the first anniversary of the date of
grant. Stock options granted under the Director Plan have an
exercise price equal to the fair market value of our common
stock on the date of grant as determined by the Board, and
typically expire ten years from the date of grant. Restricted
stock awards do not require payment of a cash purchase price for
the shares. The Director Plan had a term of ten years. On
January 14, 2009, the term of the Director Plan expired
and, upon the recommendation of management and approval of the
Board of Directors, it was determined that, due to the economic
environment, the Board would not seek to implement a new plan at
that time and the stock portion of the compensation paid to
Intermountain directors was eliminated for 2009. Although no
further awards may be granted under the Director Plan, all
outstanding awards are governed by the terms and conditions of
the plan.
|
|
Item 12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
|
The following tables set forth information as of
February 15, 2011, regarding the shares of Intermountain
common stock beneficially owned by (i) each person (other
than executive officers or directors whose stock ownership is
listed below), known by Intermountain to own beneficially more
than 5% of Intermountains common stock, (ii) each
director of Intermountain, (iii) each executive officer of
Intermountain, which includes the Named Executive Officers, and
(iv) all directors and executive officers of Intermountain
as a group.
We have determined beneficial ownership in accordance with the
rules of the SEC. Except as noted below, to our knowledge, each
holder has sole voting and investment power with respect to
shares of Intermountain common stock listed as owned by such
person or entity. The number of shares beneficially owned is
based on the shares of our common stock outstanding on
February 15, 2011. Share figures in the table below have
been adjusted for all stock splits and stock dividends to date.
Shares of our common stock subject to stock options that are
currently exercisable or exercisable within 60 days of
February 15, 2011 are deemed to be outstanding and to be
beneficially owned by the person holding the options for the
purpose of computing the percentage ownership of that person,
but are not treated as outstanding for the purpose of computing
the percentage ownership of any other person.
Principal
Shareholders (5% Owners Exclusive of Directors and
Officers)
|
|
|
|
|
|
|
|
|
|
|
Number of Shares of
|
|
Percentage of
|
|
|
Common Stock
|
|
Outstanding Common
|
Name and Address of Beneficial Owner
|
|
Owned(1)
|
|
Stock
|
|
Wray D. Farmin
11815 Waikiki Rd
Spokane, WA 99218
|
|
|
454,321
|
(2)
|
|
|
5.4
|
%
|
James Fenton Company, Inc.
123 S. Third Avenue, Suite 27
Sandpoint, ID 83864
|
|
|
464,951
|
(3)
|
|
|
5.5
|
%
|
20
|
|
|
(1) |
|
Based on most recent Schedule 13G filed with the SEC, which
reflects stock ownership as of December 31, 2010. |
|
(2) |
|
The shares beneficially owned by Mr. Farmin are owned by
the Farmin Family LLP, of which Mr. Farmin is the general
partner and has sole voting and dispositive power. |
|
(3) |
|
The number of shares beneficially owned include
20,275 shares held in trust for the minor children of Julie
Meyer, President of James Fenton Company Inc.; 1,089 shares
held by Ms. Meyer and her spouse; and 16,191 shares
held in trust for the minor children of Susan Kubiak, Vice
President of James Fenton Company, Inc. |
Directors
and Named Executive Officers
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
Shares of
|
|
Percentage of
|
|
|
Common Stock
|
|
Outstanding
|
Name and Position
|
|
Owned(1)(2)
|
|
Common Stock
|
|
John B. Parker, Chairman
|
|
|
115,057
|
(3)
|
|
|
1.4
|
%
|
James T. Diehl, Vice Chairman
|
|
|
195,481
|
(4)
|
|
|
2.3
|
%
|
Curt Hecker, Director, President and CEO of the Company and
CEO of the Bank
|
|
|
192,605
|
(5)
|
|
|
2.3
|
%
|
Charles L. Bauer, Director
|
|
|
196,751
|
(6)
|
|
|
2.3
|
%
|
Ford Elsaesser, Director
|
|
|
104,611
|
(7)
|
|
|
1.2
|
%
|
Ronald Jones, Director
|
|
|
30,611
|
(8)
|
|
|
*
|
|
Maggie Y. Lyons, Director
|
|
|
32,413
|
(9)
|
|
|
*
|
|
Jim Patrick, Director
|
|
|
44,992
|
(10)
|
|
|
*
|
|
Michael J. Romine, Director
|
|
|
511,394
|
(11)
|
|
|
6.1
|
%
|
Jerry Smith, Director, Executive Vice President of the
Company and President of the Bank
|
|
|
135,455
|
(12)
|
|
|
1.6
|
%
|
John Nagel, EVP and Chief Credit Officer of the Bank
|
|
|
62,972
|
|
|
|
*
|
|
Douglas Wright, EVP and Chief Financial Officer
|
|
|
87,364
|
(13)
|
|
|
1.0
|
%
|
Pamela Rasmussen, EVP and Chief Operating Officer
|
|
|
20,020
|
(14)
|
|
|
*
|
|
All directors and executive officers as a group (13 persons)
|
|
|
1,729,726
|
|
|
|
21.0
|
%
|
|
|
|
(1) |
|
Includes shares subject to options that could be exercised
within 60 days or April 16, 2011 as follows:
545 shares each for Mr. Parker and Ms. Lyons;
908 shares for each of Messrs. Diehl, Elsaesser, and
Romine; 7,187 shares for Mr. Hecker; 3,536 shares
for Mr. Smith; 6,353 shares for Messrs. Jones and
Patrick; 364 shares for Mr. Bauer; 43,613 shares
for Mr. Nagel; 54,282 shares for Mr. Wright;
1,089 shares for Ms. Rasmussen; and
126,591 shares for all directors and executive officers as
a group. |
|
(2) |
|
Includes shares of restricted stock subject to vesting
requirements as follows: 217 shares held by
Messrs. Parker, Diehl, Bauer, Elsaesser, Romine, Jones,
Patrick, and Ms. Lyons; 4,150 shares held by
Mr. Hecker; 3,428 shares held by Mr. Smith;
2,765 shares held by Mr. Nagel; 3,278 shares held
by Mr. Wright; 3,229 shares held by
Ms. Rasmussen; and 18,586 shares for all directors and
executive officers as a group. |
|
(3) |
|
Includes 54,780 shares held in the Parker Family LLC of
which Mr. Parker is co-manager with his spouse;
3,000 shares held in an IRA for Mr. Parker; and
41,123 shares held jointly with spouse. |
|
(4) |
|
Includes 9,695 shares held jointly with spouse;
78 shares held by spouse; 283 shares held in an IRA
for spouse; 314 shares held in an IRA for the benefit of
Mr. Diehl; and 170,459 shares held in the Diehl Family
LLC of which Mr. Diehl is a managing member. |
|
(5) |
|
Includes 163,374 shares held in the Hecker Family Trust;
17,182 shares held in an IRA account for the benefit of
Mr. Hecker; 356 shares held in a custodial account for
son; and 356 shares held jointly with son. |
|
(6) |
|
Includes 99,411 shares held in the Bauer Family Trust;
53,169 shares held in IRA accounts for the benefit of
Mr. Bauer; and 43,590 shares held in IRA accounts for
the benefit of Mr. Bauers spouse. |
21
|
|
|
(7) |
|
Includes 2,195 shares held jointly with spouse;
2,944 shares held by Mr. Elsaessers minor
children and daughter; 75,975 shares held in a pension fund
trust for the benefit of Mr. Elsaesser; and shares held in
pension fund trusts of which Mr. Elsaesser is trustee as
follows: 6,055 shares for Joseph Jarzabek;
1,291 shares for Donna La Rue; 356 shares for
Lois LaPointe; 77 shares for Sherylee Foster;
401 shares for Deborah Hillen; and 81 shares for the
benefit of Darla Kuhman. |
|
(8) |
|
Includes 3,375 shares held jointly with spouse;
7,242 shares held in an IRA account for the benefit of
Mr. Jones spouse; and 8,860 shares held in an
IRA account for the benefit of Mr. Jones. |
|
(9) |
|
Includes 5,720 shares held jointly with spouse and
1,280 shares held in a profit sharing plan for the benefit
of Ms. Lyons spouse. |
|
(10) |
|
Includes 28,214 shares held jointly with spouse;
280 shares held by spouse; 220 shares held in an IRA
account for the benefit of Mr. Patricks spouse; and
9,363 shares held in IRA accounts for the benefit of
Mr. Patrick. |
|
(11) |
|
Includes 1,179 shares held in the Romine Educational Trust;
5,461 shares held by Mr. Romines spouse; and
503,203 shares held in the Romine Family LLC. |
|
(12) |
|
Includes 111,093 shares held in the Smith Family Trust; and
17,398 shares held in IRA accounts for the benefit of
Mr. Smith. |
|
(13) |
|
Includes 1,298 shares that Mr. Wright holds jointly
with his spouse. |
|
(14) |
|
Includes 15,702 shares held by Ms. Rasmussen in the
Rasmussen Family Trust. |
|
|
Item 13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Certain
Relationships and Related Transactions
As disclosed in the Companys
Form 8-K
filed with the Securities and Exchange Commission on
April 7, 2011, on April 6, 2011 the Company entered
into securities purchase agreements (the Purchase
Agreements) with Castle Creek Capital Fund IV
(Castle Creek), affiliates of Stadium Capital
Management, LLC (Stadium and, collectively
with Castle Creek, the Lead Investors), and
14 other investors (each an Investor, and
collectively, the Investors), pursuant to
which the Investors will invest an aggregate of $70 million
in the Company for 70 million newly issued shares (the
Shares) of the Companys common stock
(the Common Stock) at a purchase price of
$1.00 per share and, with respect to Castle Creek, a three-year
warrant to purchase an additional 1,000,000 shares of
Common Stock at $1.25 per share (the
Warrants) (the Shares and the Warrants are
referred to collectively as the Securities).
Among the Investors were four of the Companys directors
(or affiliated entities) and JRF, LLC, an affiliate of the James
Fenton Company, Inc., which beneficially owned 5.5% of the
Companys common stock as of February 15, 2011. The
parties (or affiliates) and value of common stock each agreed to
purchase are: (i) JRF, LLC: $2,500,000; (ii) Michael
J. Romine: $2,000,000; (iii) Ford Elsaesser: $250,000;
(iv) Maggie Y. Lyons: $200,000; and (v) James T.
Diehl: $50,000. In addition, JRF, LLC will be entitled to
appoint a representative on the Companys board of
directors. Closing of the purchase and sale of the Securities
with respect to all Investors is subject to certain customary
conditions including required bank regulatory approvals and
confirmations for the transactions contemplated by the Purchase
Agreements and absence of a material adverse change with respect
to the Company.
Transactions between Intermountain or its affiliates and related
persons (including directors and executive officers of
Intermountain and the Bank, or their immediate families) must be
approved by the Audit Committee of the Board. A transaction
between a related person shall be consummated only
if the Audit Committee approves or ratifies such transaction in
accordance with the procedures established by the Board in
accordance with its lending and Corporate Governance Policy, and
if the transaction is on terms comparable to those that could be
obtained in arms length dealings with an unrelated third
party.
Intermountain and the Bank have had, and expect to have in the
future, banking transactions, including loans, in the ordinary
course of business with directors, executive officers, and their
associates, on substantially the same terms, including interest
rates and collateral, as those prevailing at the same time for
comparable transactions with other persons, which transactions
do not involve more than the normal risk of collectibility or
present other unfavorable features.
22
Director
Independence
With the assistance of legal counsel to Intermountain, the
Nominating/Corporate Governance Committee has reviewed the
applicable legal standards for Board and Board committee member
independence, and the criteria applied to determine audit
committee financial expert status. The Committee has also
reviewed a summary of the answers to annual questionnaires
completed by each of the directors, which also included any
potential director-affiliated transactions.
The Board then analyzed the independence of each director and
determined that the following members of the Board meet the
standards regarding independence required by
applicable law, regulation and NASDAQ listing standards, and
that each such director is free of relationships that would
interfere with the individual exercise of independent judgment.
In determining the independence of each director, the Board
considered many factors, including any lending arrangements with
the directors, each of which were made on the same terms as
comparable transactions made with persons unaffiliated with the
Company.
Based on these standards, the Board determined that each of the
following current non-employee directors is independent:
|
|
|
Charles L. Bauer
|
|
Maggie Y. Lyons
|
James T. Diehl
|
|
John B. Parker
|
Ford Elsaesser
|
|
Jim Patrick
|
Ronald Jones
|
|
Michael J. Romine
|
In addition, based on such standards, the Board determined that
Curt Hecker, the President and Chief Executive Officer of
Intermountain, and Jerry Smith, the Executive Vice President of
Intermountain and President of the Bank, are not independent
because they are executive officers of Intermountain.
The following table shows the membership of certain committees
of the Board, each of which were comprised of independent
directors.
Committee
Membership
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Audit
|
|
Compensation
|
|
Nominating
|
|
Charles L. Bauer
|
|
|
þ
|
|
|
|
þ
|
|
|
|
þ
|
|
James T. Diehl
|
|
|
o
|
|
|
|
þ
|
*
|
|
|
o
|
|
Ford Elsaesser
|
|
|
o
|
|
|
|
þ
|
|
|
|
þ
|
|
Maggie Y. Lyons
|
|
|
þ
|
|
|
|
o
|
|
|
|
þ
|
*
|
John B. Parker
|
|
|
þ
|
|
|
|
þ
|
|
|
|
þ
|
|
Jim Patrick
|
|
|
þ
|
|
|
|
o
|
|
|
|
þ
|
|
Michael J. Romine
|
|
|
þ
|
*
|
|
|
þ
|
|
|
|
o
|
|
23
|
|
Item 14.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
BDO USA, LLP, independent registered public accounting firm,
performed the audit of our consolidated financial statements,
which include our subsidiary Panhandle State Bank, for the year
ended December 31, 2010. In addition, the effectiveness of
Intermountains internal controls over financial reporting
as of December 31, 2010 has been audited by BDO USA, LLP.
Fees Paid
to Independent Registered Public Accounting Firm
The following table sets forth the aggregate fees charged to
Intermountain by BDO, for audit services rendered in connection
with the audited consolidated financial statements and reports
for the 2010 and 2009 fiscal years and for other services
rendered during the 2010 and 2009 fiscal years.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee Category
|
|
Fiscal 2010
|
|
|
% of Total
|
|
|
Fiscal 2009
|
|
|
% of Total
|
|
|
Audit Fees
|
|
$
|
418,000
|
|
|
|
84
|
%
|
|
$
|
439,500
|
|
|
|
91
|
%
|
Audit-Related Fees
|
|
|
21,000
|
|
|
|
4
|
|
|
|
22,200
|
|
|
|
5
|
|
Tax Fees
|
|
|
61,225
|
|
|
|
12
|
|
|
|
18,800
|
|
|
|
4
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fees
|
|
$
|
500,225
|
|
|
|
100
|
%
|
|
$
|
480,500
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Fees. Consists of fees billed to
Intermountain for professional services rendered by BDO in
connection with the audit of our financial statements and review
of financial statements included in Intermountains
Form 10-Qs
and 10-Ks,
fees for services performed in relation to compliance with
Sarbanes Oxley Rule 404, or services by BDO in connection
with statutory or regulatory filings or engagements.
Audit-Related Fees. Consists of fees
relating to the audit of the employee benefit plan.
Tax Fees. Consists of fees related to
the preparation of Intermountains consolidated federal and
state tax returns and tax consulting services.
All Other Fees. We did not incur any
other fees during 2010 or 2009.
In considering the nature of the services provided by BDO, the
Audit Committee determined that such services are compatible
with the provision of independent audit services. The Audit
Committee discussed these services with BDO and Company
management to determine that they are permitted under the rules
and regulations concerning auditor independence promulgated by
the SEC to implement the Sarbanes-Oxley Act, as well as the
American Institute of Certified Public Accountants.
Audit
Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Auditors
The Audit Committee pre-approves all audit and permissible
non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax
services, compliance services, consulting services and other
services. For each proposed service, the independent auditor is
required to provide detailed
back-up
documentation at the time of approval. The Audit Committee may
delegate pre-approval to its chairman or one or more of its
members. Such a member must report any decisions to the Audit
Committee at the next scheduled meeting.
24
PART IV
|
|
Item 15.
|
EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES
|
(a)(1) Audited Consolidated Financial Statements
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets at December 31, 2010 and 2009
|
|
|
|
Consolidated Statements of Operations for the years ended
December 31, 2010, 2009 and 2008
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the
years ended December 31, 2010, 2009 and 2008
|
|
|
|
Consolidated Statements of Changes in Stockholders Equity
for the years ended December 31, 2010, 2009 and 2008
|
|
|
|
Consolidated Statements of Cash Flows for the years ended
December 31, 2010, 2009 and 2008
|
|
|
|
Summary of Accounting Policies
|
|
|
|
Notes to Consolidated Financial Statements
|
(a)(2) Financial Statement Schedules have been omitted as they
are not applicable or the information is included in the
Consolidated Financial Statements
(b) Exhibits: See Exhibit Index
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the registrant has
duly caused this Amendment No. 1 to the report to be signed
on its behalf by the undersigned, thereunto duly authorized.
INTERMOUNTAIN COMMUNITY BANCORP (Registrant)
Curt Hecker
President and Chief Executive Officer
April 26, 2011
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ Curt
Hecker
Curt
Hecker
|
|
President and Chief Executive Officer, Principal Executive
Officer, Director
|
|
April 26, 2011
|
|
|
|
|
|
/s/ Douglas
Wright
Douglas
Wright
|
|
Executive Vice President and Chief Financial Officer, Principal
Financial and Principal Accounting Officer
|
|
April 26, 2011
|
26
EXHIBIT INDEX
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
3
|
.1
|
|
|
Amended and Restated Articles of Incorporation(1)
|
|
3
|
.2
|
|
|
Amended and Restated Bylaws(2)
|
|
4
|
.1
|
|
|
Form of Stock Certificate(3)
|
|
4
|
.2
|
|
|
Certificate of Designations with respect to Fixed Rate
Cumulative Perpetual Preferred Stock, Series A (filed as
part of the Amended and Restated Articles of Incorporation)(4)
|
|
4
|
.3
|
|
|
Warrant to Purchase Common Stock of the Company dated
December 19, 2008(4)
|
|
4
|
.4
|
|
|
Form of Preferred Stock Certificate(4)
|
|
10
|
.1*
|
|
|
Second Amended and Restated 1999 Employee Stock Option and
Restricted Stock Plan(3)
|
|
10
|
.2*
|
|
|
Form of Employee Option Agreement(3)
|
|
10
|
.3*
|
|
|
Form of Restricted Stock Award Agreement(5)
|
|
10
|
.4*
|
|
|
Amended and Restated Director Stock Option Plan(6)
|
|
10
|
.5*
|
|
|
Form of Director Restricted Stock Award Agreement(5)
|
|
10
|
.6*
|
|
|
Form of Stock Purchase Bonus Agreement(5)
|
|
10
|
.7*
|
|
|
Amended and Restated Employment Agreement with Curt Hecker dated
January 1, 2008(5)
|
|
10
|
.8*
|
|
|
Amended and Restated Salary Continuation and Split Dollar
Agreement for Curt Hecker dated January 1, 2008(5)
|
|
10
|
.9*
|
|
|
Amended and Restated Employment Agreement with Jerry Smith dated
January 1, 2008(5)
|
|
10
|
.10*
|
|
|
Amended and Restated Salary Continuation and Split Dollar
Agreement with Jerry Smith dated January 1, 2008(5)
|
|
10
|
.11*
|
|
|
Amended and Restated Executive Severance Agreement with Douglas
Wright dated January 1, 2008(5)
|
|
10
|
.12*
|
|
|
Amended and Restated Executive Severance Agreement with John
Nagel dated December 27, 2007(5)
|
|
10
|
.13*
|
|
|
Amended and Restated Executive Severance Agreement with Pam
Rasmussen dated December 28, 2007(5)
|
|
10
|
.14*
|
|
|
Executive Incentive Plan(7)
|
|
10
|
.15
|
|
|
Letter Agreement including the Securities Purchase
Agreement Standard Terms incorporated herein,
between the Company and the United States Department of the
Treasury dated December 19, 2008(4)
|
|
10
|
.16
|
|
|
Real Estate Purchase and Sale Agreement dated as of
August 26, 2009 by and between the Company, as seller, and
Sandpoint Center II, LLC, as buyer(8)
|
|
10
|
.17
|
|
|
Lease Agreement dated as of August 28, 2009 by and between
Sandpoint Center, LLC and Sandpoint Center II, LLC, as landlord,
and Panhandle State Bank, as tenant(8)
|
|
14
|
|
|
|
Code of Ethics(7)
|
|
21
|
**
|
|
|
Subsidiaries of the Registrant
|
|
23
|
**
|
|
|
Consent of BDOUSA, LLP
|
|
31
|
.1+
|
|
|
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002
|
|
31
|
.2+
|
|
|
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes Oxley Act of 2002
|
|
32
|
+
|
|
|
Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes Oxley Act of 2002
|
|
99
|
.1**
|
|
|
Chief Executive Officer TARP Certification
|
|
99
|
.2**
|
|
|
Chief Financial Officer TARP Certification
|
|
|
|
* |
|
Executive Contract, Compensatory Plan or Arrangement |
|
** |
|
Previously Filed |
|
+ |
|
Filed Herewith |
27
|
|
|
(1) |
|
Incorporated by reference to the Exhibit 3.1 of the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2009 |
|
(2) |
|
Incorporated by reference to the Exhibit 3.1 of the
Registrants Current Report on
Form 8-K
filed September 8, 2004 |
|
(3) |
|
Incorporated by reference to Exhibits 4.1, 10.1 and 10.3 of
the Registrants Form 10, as amended on July 1,
2004 |
|
(4) |
|
Incorporated by reference to Exhibits 4.1, 4.2, 4.3, 10.1
and 10.2 of the Registrants Current Report on
Form 8-K
filed December 19, 2008 |
|
(5) |
|
Incorporated by reference to Exhibits 10.3 and
10-6
10.14 of the Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2007 |
|
(6) |
|
Incorporated by reference to Exhibit 10.1 of the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2005 |
|
(7) |
|
Incorporated by reference to Exhibits 10.20 and 14 of the
Registrants Annual Report on
Form 10-K
for the fiscal year ended December 31, 2006 |
|
(8) |
|
Incorporated by reference to Exhibits 10.1 and 10.2 of the
Registrants Quarterly Report on
Form 10-Q
for the quarter ended September 30, 2009 |
28