First
Interstate BancSystem, Inc. 2006 Equity Compensation
Plan
Restricted Stock Grant
Agreement
PARTICIPANT:
Lyle R. Knight
DATE OF GRANT:
March 2, 2009
This Restricted
Stock Grant Agreement (“Agreement”) is made and entered
into as of the date specified above between First Interstate
BancSystem, Inc., a Montana corporation (the
“Company”), and the above named Participant, an
employee of the Company.
The Company and
Participant agree as follows:
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1.
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Precedence of Plan
. This Agreement is
subject to and shall be construed in accordance with the terms and
conditions of the First Interstate BancSystem, Inc. 2006 Equity
Compensation Plan (the “Plan”), as now or hereinafter
in effect. Any capitalized terms that are used in this Agreement
without being defined and that are defined in the Plan shall have
the meaning specified in the Plan.
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2.
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Grant of Restricted Stock
Benefit .
Participant is hereby granted a Restricted Stock Benefit of 3,557
shares of Common Stock (the “Shares”).
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3.
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Vesting .
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a.
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Performance Vesting
. The Restricted Stock
Benefit shall vest on December 31, 2010 (the “Vesting
Date”) based on the ratio of the Company’s average
two-year return on assets (“ROA”) as compared to the
SNL Index of Commercial Banks valued between $4B and $12B (the
“SNL Index”), rounded to the nearest whole
percentage:
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i.
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If
the ratio of the Company’s ROA to the SNL Index is less than
61%, 0% of the Restricted Stock Benefit will vest on the Vesting
Date. As of the Vesting Date, the Shares shall be forfeited to the
Company.
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ii.
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If
the ratio of the Company’s ROA to the SNL Index is greater
than or equal to 61% and less than 71%, 75% of the Restricted Stock
Benefit will vest on the Vesting Date.
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iii.
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If
the ratio of the Company’s ROA to the SNL Index is greater
than or equal to 71% and less than 81%, 100% of the Restricted
Stock Benefit will vest on the Vesting Date.
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iv.
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If
the ratio of the Company’s ROA to the SNL Index is greater
than or equal to 81% and less than 91%, 100% of the Restricted
Stock Benefit will vest on the Vesting Date. In addition,
Participant shall be issued 213 additional shares of Common Stock
(15% of the original amount of this Restricted Stock Award) as of
the Vesting Date.
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Restricted
Stock Grant Agreement
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1
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v.
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If
the ratio of the Company’s ROA to the SNL Index is 91% or
greater, 100% of the Restricted Stock Benefit will vest on the
Vesting Date. In addition, Participant shall be issued 355
additional shares of Common Stock (25% of the original amount of
this Restricted Stock Award) as of the Vesting Date.
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b.
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Death of Participant
. Upon the death of the
Participant, 100% of the Restricted Stock Benefit shall vest and
become exercisable (unless previously forfeited).
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c.
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Dissolution or Change in
Control . As
provided in the Plan, if FIBS is Dissolved or if FIBS is a party to
a merger, reorganization, or consolidation in which FIBS is not the
surviving corporation (a “Change in Control”), 100% of
the Restricted Stock Benefit shall vest and become exercisable
(unless previously forfeited).
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4.
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Unvested Shares Subject to
Forfeiture .
In the event that Participant terminates service with the Company
for any reason prior to the Vesting Date, including disability,
voluntary or involuntary termination of employment, any unvested
portion of the Shares shall be forfeited to the Company as of the
date of termination of service.
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5.
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Stock Register and
Certificates . The Shares shall be recorded in
the stock register of the Company in the name of Participant. A
stock certificate or certificates representing the Shares shall be
registered in the name of Participant, but such certificates shall
remain in the custody of the Company. Participant shall deposit
with the Company a Stock Assignment Separate from Certificate in
the form attached below as Exhibit A , endorsed in
blank, so as to permit retransfer to the Company of all or a
portion of the Shares that shall be forfeited or otherwise not
become vested in accordance with the Plan and this
Agreement.
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6.
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Rights with Respect to
Shares .
Participant shall have the right to vote the Shares (to the extent
of the voting rights of said Shares, if any), to receive and retain
all regular cash dividends and such other distributions as the
Board of Directors of the Company may, in its discretion,
designate, pay or distribute on such Shares, and to exercise all
other rights, powers and privileges of a holder of Common Stock
with respect to such Shares, except as set forth in this Agreement
and the Plan.
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Notwithstanding the foregoing,
Participant shall not have the right to vote any additional shares
of Common Stock that may be awardable under paragraph 3(a)(iv) or
(v) (“Additional Shares”), unless and until such
Additional Shares are awarded on the Vesting Date. In addition,
Participant shall not, with respect to Additional Shares, have the
right to exercise any other rights, powers and privileges of a
holder of Common Stock with respect to the Additional Shares,
except as specifically set forth in this Agreement and the
Plan.
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With respect to the Additional
Shares, any regular cash dividends and such other distributions as
the Board of Directors of the Company may, in its discretion,
designate, pay or distribute on such Additional Shares from the
Date of Grant until the Vesting Date shall be paid to Participant
as deferred compensation on the Vesting Date, but only to the
extent Participant is actually issued Additional Shares on the
Vesting Date.
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Restricted
Stock Grant Agreement
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2
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7.
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Responsibility for Taxes
. Participant may
complete and file with the Internal Revenue Service an election in
substantially the form attached hereto as Exhibit B
pursuant to Section 83(b) of the Internal Revenue Code
(“Code”) to be taxed currently on the fair market value
of the Shares, without regard to the vesting restrictions set forth
in this Agreement. Participant shall be responsible for all taxes
associated with the acceptance of the Restricted Stock Benefit,
including any tax liability associated with the representation of
fair market value if the election is made pursuant to Code
Section 83(b).
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8.
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Shareholders’
Agreement .
Coincident with the vesting of the Shares and as a condition
precedent to the Company’s obligation to deliver the Shares
to Participant, Participant shall execute and deliver to the
Company Participant’s agreement to be bound by the terms of
the current form of applicable Shareholder’s Agreement
utilized by the Company.
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