FIRST
INTERSTATE BANCSYSTEM, INC.
EMPLOYEE
STOCK PURCHASE PLAN, AS AMENDED
The purpose of the
First Interstate BancSystem, Inc. Employee Stock Purchase Plan (the
“Plan”) is to further the growth and development of
First Interstate BancSystem, Inc., a Montana corporation (the
“Company”), by affording an opportunity for stock
ownership to selected persons, including the Savings and Profit
Sharing Plan Trustee (as defined below).
Unless otherwise
indicated, the following terms when used herein shall have the
following meanings:
a. “Affiliate”
shall mean, with respect to any person or entity, a person or
entity that directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such person or entity.
b. “Board
of Directors” shall mean the Board of Directors of the
Company.
c. “Code”
shall mean the Internal Revenue Code of 1986, as
amended.
d. “Committee”
shall have the meaning set forth in Section 4.1
hereof.
e. “Common
Stock” shall mean the Company’s no par value common
stock, and any share or shares of the Company’s capital stock
hereafter issued or issuable in substitution for such
shares.
f. “Director”
shall mean a member of the Board of Directors, a member of the
board of directors of any bank Subsidiary of the Company, and
advisory directors of the Company or any such
Subsidiary.
g. “Offer
Letter” shall have the meaning set forth in Section 7.2
hereof.
h. “Offering
Period” shall have the meaning set forth in Section 7.6
hereof.
i. “Participant”
shall mean any person, including the Savings Plan Trustee, who is
granted a right to purchase Common Stock under the Plan; provided
however, that such person shall be considered a Participant only
during a particular Offering Period, if and when designated by the
Board of Directors or Committee and will not be considered a
Participant in prior or subsequent Offering Periods unless
designated as such by the Board of Directors or Committee.
“Participant” shall also mean the
personal
representative of a Participant and any other person who acquires
the right to purchase Common Stock by bequest or
inheritance.
j. “Purchase
Price” shall mean the Fair Market Value of the Common Stock
as of the first day of an Offering Period.
k. “Fair
Market Value” shall have the meaning set forth in
Section 7.5 hereof.
l. “Savings
Plan Trustee” shall mean the person or entity acting as
trustee from time to time of the Company’s Savings and Profit
Sharing Plan for Employees of First Interstate BancSystem, Inc.,
2006 Restatement.
m. “Stock
Sale” shall mean a sale of the Common Stock made by the
Company or certain Affiliates as determined by the Board of
Directors or the Committee from time to time and in accordance with
the terms hereof.
n. “Subsidiary”
shall mean a subsidiary corporation of the Company as defined in
Section 424(f) of the Code.
SECTION 3.
EFFECTIVE DATE
The effective date
of the Plan is May 1, 1998.
SECTION
4. ADMINISTRATION
4.1
Administration . The Plan shall be administered by the Board
of Directors or a committee appointed by and serving at the
pleasure of the Board of Directors, consisting of not less than two
Directors (the “Committee”). Subject to the foregoing,
the number of Directors comprising the Committee shall be
determined from time to time by the Board of Directors and may
include the total number of Directors serving on the Board of
Directors. Unless otherwise adopted by resolution of the Board of
Directors, the initial Committee shall consist of all members of
the Board of Directors. The Board of Directors may from time to
time remove members from or add members to the Committee, and
vacancies on the Committee, howsoever caused, shall be filled by
the Board of Directors. If the Common Stock becomes registered
under Section 12 of the Securities Exchange Act of 1934, as
amended, the Committee shall be composed of Directors satisfying
any applicable requirements of Rule 16b-3 so as to take
advantage of the maximum exemption thereunder.
4.2 Committee
Meetings and Actions . If appointed, the Committee shall hold
meetings at such times and places as it may determine. A majority
of the members of the Committee shall constitute a quorum, and the
acts of the majority of the members present at a meeting or a
consent in writing signed by all members of the Committee shall be
the acts of the Committee and shall be final, binding and
conclusive upon all persons, including the Company, its
Subsidiaries, its shareholders, and all persons
-2-
having any
interest in Common Stock which may be or has been sold pursuant to
the Plan.
4.3 Powers of
Committee . The Committee shall have the full and exclusive
right to administer Stock Sales and to determine the terms and
conditions of all such Stock Sales under the Plan and to prescribe,
amend and rescind rules and regulations for administration of the
Plan. The Committee shall also select those Directors, officers,
employees or other persons who will be eligible to purchase Common
Stock in any Stock Sale, and shall determine the amounts of Common
Stock which each such Participant may purchase in any given Stock
Sale, or in the aggregate. In administering Stock Sales, the
Committee shall take into consideration the contribution the
Participant has made or may make to the success of the Company or
its Subsidiaries and such other factors as the Committee shall
determine.
4.4
Interpretation of Plan . The determination of the Committee
as to any disputed question arising under the Plan, including
questions of construction and interpretation, shall be final,
binding and conclusive upon all persons, including the Company, its
Subsidiaries, its shareholders, and all Participants.
4.5
Indemnification . Each person who is or shall have been a
member of the Committee or of the Board of Directors shall be
indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or
reasonably incurred in connection with or resulting from any claim,
action, suit or proceeding to which such person may be a party or
in which such person may be involved by reason of any action taken
or failure to act under the Plan and against and from any and all
amounts paid in settlement thereof, with the Company’s
approval, or paid in satisfaction of a judgment in any such action,
suit or proceeding against him, provided such person shall give the
Company an opportunity, at its own expense, to handle and defend
the same before undertaking to handle and defend it on such
person’s own behalf. The foregoing right of indemnification
shall not be exclusive of, and is in addition to, any other rights
of indemnification to which any person may be entitled under the
Company’s Articles of Incorporation or Bylaws, as a matter of
law, or otherwise, or any power
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