FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
1. PURPOSE. The purpose of the 1991 Performance Stock Plan (the
"Plan") is to promote the interests of First Interstate Bancorp (the
"Company") and its Subsidiaries by providing performance incentives to certain
of its key employees who are responsible for the management, growth and
financial success of the Company. Pursuant to the Plan, stock options, stock
appreciation rights, restricted stock awards, performance units and stock
awards may be granted.
2. ADMINISTRATION. The Plan shall be administered by a Committee (the
"Committee") consisting of those members of the Compensation Committee of the
Board of Directors of the Company who are (a) at least the minimum number of
members required under Rule 16b-3 (or any successor rule) promulgated by the
Securities and Exchange Commission pursuant to the Securities Exchange Act
("Rule 16b-3"), and (b) "disinterested" as defined under such rule. The
Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and to adopt
such rules and regulations for administering the Plan as it may deem
necessary. Decisions of the Committee shall be final and binding on all
persons who have an interest in the Plan.
3. ELIGIBILITY. The persons eligible to participate in the Plan shall
be those key employees of the Company and its Subsidiaries selected by the
Committee; provided, however, that no person shall be granted an award under
the Plan who at the time owns more than 5% of the issued and outstanding
common stock of the Company.
4. SHARES SUBJECT TO THE PLAN. The shares subject to the Plan shall be
shares of the Company's $2 par value Common Stock ("Common Stock"). The
aggregate number of shares of Common Stock which may be delivered under the
Plan shall not exceed 5,000,000, subject to adjustment pursuant to Section 9.
If Restricted Stock is forfeited or an option shall terminate for any reason,
except for the surrender thereof upon exercise of a related Stock Appreciation
Right, without having been exercised in full, such Restricted Stock or the
shares applicable to the unexercised portion of such option shall become
available under the Plan for all purposes. If shares of Common Stock already
owned by a Participant are tendered or exchanged under Section 5.3(b) in full
or partial payment of the purchase price of an exercised option, such tendered
or exchanged shares shall be added back to the number of shares available for
issuance or delivery under this Plan; provided that, this sentence shall not
be effective if its operation would cause this Plan to not be considered to be
described under Rule 16b-3. The previous sentence notwithstanding, for
purposes of determining the number of shares available for the granting of
Incentive Options, the aggregate number of shares available for delivery or
issuance under this Plan shall not be increased by the number of shares
tendered or exchanged. Either authorized and unissued shares or treasury
shares may be delivered under the Plan; provided, however, that unissued
shares shall not be awarded as Restricted Stock, or pursuant to Performance
Units, or as Stock Awards to any Participant unless the Committee expressly
determines, after consideration of all other remuneration paid or payable to
the Participant, that the services already rendered to the Company and its
Subsidiaries by the Participant have a value of not less than the par value of
the shares so awarded.
5. STOCK OPTIONS. Stock options granted under the Plan may be either
incentive stock options qualifying under Section 422A of the Internal Revenue
Code of 1986 ("Incentive Options") or non-qualified stock options
("Non-Qualified Options"). The options shall be evidenced by agreements in
such form as the Committee may, from time to time, approve and shall be
subject to the following terms and conditions ("Stock Option Agreement").
5.1 Option Price. The option price of the shares of Common Stock
subject to each option shall be determined by the Committee but shall be not
less than 100% of the Fair Market Value of such shares on the date of granting
of the option.
5.2 Terms of Exercise. Each option granted under the Plan shall be
exercisable in whole or in part on such term as the Committee may determine,
but in no event shall the option be exercisabe within six months of or more
than 10 years after the date the option is granted.
5.3 Manner of Exercise. The option shall be exercised by giving
written notice to the Company specifying the number of full shares to be
purchased, accompanied by payment of the full price thereof.
Payment methods may include any of the following, as determined by the
Committee at the date of grant and provided for in the Stock Option Agreement:
(a) In cash;
(b) In shares of Common Stock already owned by the holder of
the option ("Optionee") or partly in cash and partly in shares of
Common Stock. If Common Stock is used to pay the purchase price (i.e.,
a "Stock-for-Stock Swap Transaction"), the Common Stock used must have
been owned by the Participant for at least six months prior to the
date of exercise and must not have been used in a Stock-for- Stock
Swap Transaction within the preceding six months (i.e., the Common
Stock must be "mature"). Payments made in Common Stock shall be valued
at the Fair Market Value of the Common Stock on the date of exercise.
Shares of Common Stock used to pay the purchase price pusrsuant to
this subsection (b) need not actually be tendered by the Participant.
Instead, the Participant shall be treated as constructively tendering
such shares (and receiving them back from the Company) if the
Participant provides satisfactory proof to the Committee of current
ownership. The actual shares of Common Stock delivered pursuant to
such an exercise shall be net of the number of shares constructively
tendered;
(c) Subject to such guidelines as may be promulgated by the
Committee, an Optionee may deliver a notice instructing the Company to
deliver the shares being purchased to a broker, subject to the
broker's delivery of cash to the Company equal to the purchase price
and any applicable tax withholding amount.
5.4 Additional Terms of Incentive Options. An Incentive
Option granted pursuant to the Plan:
(a) Must be designated as an Incentive Option by the Committee;
(b) Shall only be an Incentive Option to the extent that the
Aggregate Fair Market Value of the Common Stock (determined as of the
date of grant of the option) with respect to which the option is first
exercisable in any calendar year does not exceed $100,000. For the
purpose of the preceding sentence all options granted after 1986 by
the Company and any Parent or Subsidiary wbich are intended to be
incentive stock options under Section 422A of the Internal Revenue
Code of 1986 shall be taken into account. To the extent the $100,000
limit is exceeded, the $100,000 in options (measured as described
above) granted earliest in time will be treated as incentive stock
options; and
(c) If issuable to an employee who on the date of grant is the
owner of stock (determined with application of the ownership
attribution rules of Section 425(d) of the Internal Revenue Code of
1986) possessing more than 10% of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary, the
Incentive Option price shall not be less than 110% of the Fair Market
Value of the Common Stock on the date of grant and the Incentive
Option shall not have a term in excess of five years from the date of
grant.
5.5 Termination of Right to Exercise Options. Each option
granted under this Plan shall set forth a termination date thereof, which date
shall be determined by the Committee. In any event, all options granted
pursuant to the Plan shall terminate upon the first to occur of the following
events:
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(a) Tne expiration of 10 years from the date such option was
granted, or any earlier termination date specified in the Stock Option
Agreement;
(b) The expiration of three months from the date an Optionee
ceases to be employed by the Company or a Subsidiary other than by
reason of death, Retirement, Disability or termination of employment
for cause as determined by the Committee;
(c) The expiration of one year from the date an Optionee ceases
to be employed by the Company or a Subsidiary by reason of Disability
or death;
(d) The expiration of three years from the date an Optionce
ceases to be employed by the Company or a Subsidiary by reason of
Retirement;
(e) The termination of the Optioncee's employment for cause, as
determined by the Comniittee; or
(f) The termination of the Plan pursuant to Section 10;
provided, that if an Optionee's death occurs after the Optionee ceases to be
employed by the Company or a Subsidiary for a reason other than Retirement but
at a time when the Optionee has a right to exercise any options pursuant to
the foregoing, the right to exercise such option shall not expire prior to one
year from the date of death of the Optionee. Subsequent to termination of the
Optionee's employment for any reason, only that portion of an option which was
exercisable on the date of termination of employment shall be exercisable, and
only during the period, if any, set forth above. Failure to exercise an
Incentive Option within three months of the date Optionee ceases to be
employed by the Company or a Subsidiary by reason of Retirement shall cause an
Incentive Option to cease to be treated as an incentive stock option for
purposes of Section 421 of the Internal Revenue Code of 1986.
5.6 Stock Appreciation Rights. Any option granted pursuant to the Plan
may, in the discretion of the Committee, contain a stock appreciation right
("Stock Appreciation Right"). A Stock Appreciation Right will permit the
holder thereof to exercise such right by the surrender of the option or
portion thereof which is then exercisable and receive in exchange therefor,
upon such terms, restrictions and conditions as the Committee deems advisable,
an amount equal to the excess of the Fair Market Value of the shares of Common
Stock covered by the option surrendered or portion thereof, determined on the
date of surrender, over the aggregate option exercise price of such shares.
Such payment may be made in shares of Common Stock valued at Fair Market
Value, in cash, or partly in cash and partly in shares of Common Stock as the
holder may elect, subject to the consent or disapproval of the Committee in
its sole discretion. If a Stock Appreciation Right extends to less than all
the shares of Common Stock covered by the related option and if a portion of
the related option is thereafter exercised, the number of shares subject to
the unexercised Stock Appreciation Right shall be reduced only if and to the
extent that the remaining number of shares covered by such related option is
less than the remaining number of shares subject to such Stock Appreciation
Right.
The Stock Appreciation Right, in addition to any other restrictions
imposed by the Committee:
(a) shall expire no later than the underlying stock option;
(b) shall not permit the issuance of cash or shares of a value
which exceeds the difference between the exercise price of the
underlying stock option and the Fair Market Value of the Common Stock
subject to the underlying option at the time the Stock Appreciation
Right is exercised;
(c) shall be transferable only when the underlying stock option
is transferable, and under the same conditions;
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(d) shall be exercisable only when the underlying stock option
is eligible to be exercised and then only when the Fair Market Value
of the stock subject to the underlying option exceeds the option
exercise price; and
(e) shall contain such conditions upon exercise (including,
without limitation, conditions limiting the time of exercise to
specified periods) as may be required to satisfy applicable regulatory
requirements, including, without limitation, Rule 16b-3 (or any
successor rule) promulgated by the Securities and Exchange Commission.
In the event of the exercise of a Stock Appreciation Right, shares
represented by the option or part thereof surrendered upon such exercise shall
not be available for reissuance under the Plan.
5.7 Award of Accelerated Ownership Stock Option. If the Committee so
provides in the Stock Option Agreement, effective as of the date of exercise
by an Optionee of all or part of an Option using "mature" Common Stock as
defined in Section 5.3 of the Plan as payment for the full purchase price
(except that cash may be used to purchase the nearest whole share of Common
Stock), an Employee shall be granted an accelerated ownership Non-Qualified
Option ("AO") to purchase at the Fair Market Value as of the date of said
exercise and grant, the number of shares of Common Stock equal to the sum of
the number of whole shares used by the Optionee in payment of the purchase
price. An AO shall only be available during the period an Optionee is an
employee of the Company or a Subsidiary. The AO may be exercised between the
date of its grant and the original date of expiration of the underlying option
to which the AO is related. No AO shall vest sooner than six months after its
date of grant. The AO shall be evidenced by any agreement containing such
additional terms and conditions as the Committee shall approve, which
conditions may provide that upon exercise of any AO, an additional AO may be
granted with respect to the number of whole shares used to exercise the AO.
5.8 Options Non-transferable. No option rights shall be assignable or
transferable except by will or by the laws of descent and distribution. During
the lifetime of an Optionee, an option or Stock Appreciation Right shall be
exercisable only by the Optionee or by the Optionee's guardian or legal
representative. After the death of an Optionee, the option or Stock
Appreciation Right may be exercised prior to its termination by the Optionce's
legal representative, heir or legatee.
6. RESTRICTED STOCK AWARDS. The award of restricted stock ("Restricted
Stock") to employees may be made in the discretion of the Committee pursuant
to agreements in such form as the comniittee may, from time to time, approve
("Restricted Stock Agreement"), subject to the following terms and conditions.
6.1 Restricted Period. The Committee shall set a restricted period
during which the Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as permitted by this Plan and the
Restricted Stock Agreement (the "Restricted Period"). If a holder of
Restricted Stock ceases to be an employee of the Company or a Subsidiary
during the Restricted Period for any reason other than death, Disability or
Retirement, all shares of Restricted Stock which are then subject to the
restrictions imposed by the Committee shall upon such termination of
employment be immediately forfeited and returned to the Company. If a holder
of Restricted Stock ceases to be an employee of the Company or a Subsidiary
during the Restricted Period by reason of death, Disability or Retirement,
shares of Restricted Stock shall become free of the restrictions imposed by
the Committee only to the extent determined by the Committee, and the Company
will deliver to the holder, or the holder's successor, as the case may be,
within 60 days, such shares of Common Stock as are freed from restrictions,
and all other shares shall be forfeited and returned to the Company. The
Committee may, at any time, reduce or terminate the Restricted Period. Subject
to the foregoing, at the end of the Restricted Period, the holder of
Restricted Stock shall be entitled to receive the Restricted Stock free of
restrictions.
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6.2 Restrictive Legend and Deposit of Certificates. Each certificate
issued in respect of shares of Restricted Stock awarded under the Plan shall
be registered in the name of the Participant, shall be deposited by the
Participant with the Company together with a stock power endorsed in blank and
shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions contained
in an Agreement entered into between the registered owner and First
Interstate Bancorp. A copy of such Agreement is on file in the office
of the Secretary of First Interstate Bancorp, 633 West Fifth Street,
Los Angeles, California 90071."
6.3 Rights as Shareholder. Subject to the terms of the Restricted
Stock Agreement, the holder of Restricted Stock shall have all the rights of a
shareholder with respect to the Restricted Stock, including the right to vote
such shares; provided, however, that dividends paid with respect to the shares
of Restricted Stock shall be deposited with the Company and shall be subject
to forfeiture until the expiration of the Restricted Period, subject to the
condition that the sums so deposited shall be free of restriction and not
subject to forfeiture to the extent applied by Company to satisfy that
employee's withholding obligations with respect to Restricted Stock pursuant
to Section 13 of the Plan, or otherwise released by the Committee in its sole
discretion. The holder of Restricted Stock shall not be entitled to interest
with respect to the dividends so deposited.
6.4 Unless the purchase price of Restricted Stock is its par value, it
shall be at lease equal to 50% of Fair Market Value, unless otherwise allowed
under Rule 16b-3.
7. PERFORMANCE UNITS. The award of performance units ("Performance
Units") to employees shall be made in the discretion of the Committee pursuant
to agreements in such form as the Committee may, from time to time, approve
("Performance Unit Agreement"), subject to the following terms and conditions.
7.1 Payment of Shares and Dividends. Each Performance Unit shall
represent one share of Common Stock and shall, at the time and to the extent
it becomes vested, be payable by the delivery of one share of Common Stock,
subject to the provisions of Section 9 of this Plan, or, if and to the extent
provided in the Performance Unit Agreements, cash based on the Fair Market
Value of the Common Stock at the time of payment. In addition, each
Participant who has been awarded Performance Units shall receive additional
Performance Unit credit based on the value of any dividends which would have
been paid to the Participant if he or she bad owned a number of shares of
Common Stock equal to the number of his or her Performance Units. The amount
of such dividend credit shall be applied towards additional Performance Units
for the Participant at the value of shares of Common Stock on the dividend
date.
7.2 Performance Conditions. The Performance Unit Agreements shall
specify any terms and conditions relating to performance or otherwise which
may be established in the discretion of the Committee.
7.3 Management Incentive Plan Deferrals. Performance Units under this
Plan may be attributable to a Participant's deferral election under the 1991
Management Incentive Plan. Such Performanre Units will be payable at the time
selected by the Participant and permitted by the Committee in the applicable
Performance Unit Agreement (which shall be entered into at the time of the
Participant's deferral election) in shares of Common Stock, one share for each
Performance Unit or, if permitted by the Administrator and provided in the
Performance Unit Agreement in cash based on the Fair Market Value of the
Common Stock at the time of payment.
8. STOCK AWARDS. The award of Common Stock ("Stock Award") to
employees may be made in the discretion of the Committee. Common Stock issued
to a Participant pursuant to a Stock Award shall not be subject to any
restrictions under the Plan.
9. CHANGES IN CAPITALIZATION. If there are any changes in the
capitalization of the Company affecting in any manner the number or kind of
outstanding shares of Common Stock of the Company, whether such changes
5
have been occasioned by declaration of stock dividends, stock split-ups,
reclassifications or recapitalization of such stock, or because the Company
has merged or consolidated with some other corporation (and provided the
option is not thereby terminated pursuant to Section 10 hereof), or for any
other reason whatsoever, then the number and kind of shares then subject to
this Plan and to outstanding options and the prices to be paid therefor, as
well as any related Stock Appreciation Right, shall be proportionately
adjusted by the Committee whenever and to the extent that the Committee
determines that any such change equitably requires an adjustment. Any shares
of Common Stock or other securities received by a holder of Restricted Stock
with respect to such Restricted Stock by reason of any such change shall be
subject to the same restrictions and shall be deposited with the Company.
10. MERGERS OR CONSOLIDATIONS. If the Company, at any time, should
elect to dissolve, undergo a reorganization, merge or consolidate with any
other corporation and the Company is not the surviving corporation, then
(unless in the case of a reorganization, merger or consolidation, one or more
of the surviving corporations assumes the options under the Plan or issues
substitute options in place thereof) each Optionee holding outstanding options
not yet exercised shall be notified of the Optionee's right to exercise such
options and any related Stock Appreciation Right to the extent then
exercisable prior to such dissolution, reorganization, merger or
consolidation. The Committee may, in its discretion and on such terms and
conditions as it deems appropriate, authorize the exercise of such options and
any related Stock Appreciation Right with respect to all shares covered
thereby. Any option and related Stock Appreciation Right not so exercised
within 30 days of such notification shall thereupon be deemed terminated and
simultaneously the Plan itself shall be deemed terminated.
11. ACCELERATION OF OPTIONS, STOCK APPRECIATION RIGHTS, AND RESTRICTED
STOCK AWARDS. In the event of a Change in Control, (i) each option and each
related Stock Appreciation Right shall become immediately exercisable to the
full extent theretofore not exercisable, (ii) the Restricted Period for
Restricted Stock shall immediately expire, and (iii) urless otherwise provided
in Performance Unit Agreements, all Performance Units shall be immediately
payable in Common Stock in the maximum amount available under the term of such
Performance Unit Agreements; provided, however, that Awards other than
Restricted Stock Awards shall not, in any event, be so accelerated to a date
less than six months after the date of grant. Acceleration of Awards shall
comply with applicable regulatory requirements, including, without limitation,
Rule 16b-3. Notwithstanding the foregoing, any Participant shall be entitled
to decline the acceleration of all or any of his or her options, Stock
Appreciation Rights or Restricted Stock if he or she determines that such
acceleration may result in adverse tax consequences to him or her.
12. EFFECT ON EMPLOYMENT. Nothing herein shall be construed to limit
or restrict the right of the Company or any of its Subsidiaries to terminate
the employment of any Participant in the Plan, at any time, with or without
cause, or to increase or decrease the compensation of such Participant from
the rate of compensation in existence at the time the employee became a
Participant.
13. WITHHOLDING. The Company shall have the right to withhold from
amounts due Participants, or to collect from Participants directly, the amount
which the Company deems necessary to satisfy any taxes required by law to be
withheld by reason of Participation in the Plan but, in the alternative, the
Participant may, prior to the payment of any Award, pay such amounts to the
Company in cash or in shares of Common Stock (which shall be valued at their
Fair Market Value on the date of payment). There is no obligation under this
Plan that any Participant be advised of the existence of the tax or the amount
required to be withheld. Without limiting the generality of the foregoing, in
any case where it determines that a tax is or will be required to be withheld
in connection with the issuance or transfer of shares of Common Stock under
this Plan, the Company may, pursuant to such rules as the Committee may
establish, reduce the number of such shares so issued or transferred by such
number of shares as the Company may deem appropriate in its sole discretion to
accomplish such withholding or make such other arrangements as it deems
satisfactory. Notwithstanding any other provision of this Plan, the Committee
may impose such conditions on the payment of any withholding obligation as may
be required to satisfy applicable regulatory requirements, including, without
limitation, Rule 16b-3 (or any successor rule) promulgated by the Securities
and Exchange Commission.
6
14. ADDITIONAL DEFINITIONS. "Award" shall mean an Incentive Option, a
Non-Qualified Option, a Stock Appreciation Right, a Restricted Stock Award, a
Performance Unit or a Stock Award.
"Change in Control" of the Company means and shall be deemed to have
occurred if and when (a) any "person" (as such term is used Section 13(d) of
the Exchange Act) becomes a beneficial owner, directly or indirectly, of
securities of the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities; (b) individuals who were
members of the Board of Directors of the Company immediately prior to a
meeting of the stockholders of the Company involving a contest for the
election of Directors do not constitute a majority of the Board of Directors
following such election; (c) the stockholders of the Company approve the
dissolution or liquidation of the Company; (d) the stockholders of the Company
approve an agreement to merge or consolidate, or otherwise reorganize, with or
into one or more entities which are not Subsidiaries, as a result of which
less than 50% of the outstanding voting securities of the surviving or
resulting entity are, or are to be, owned by former stockholders of the
Company (excluding from the term "former stockholders" a stockholder who is,
or as a result of the transaction in question becomes, an "affiliate," as that
term is used in the Exchange Act and the Rules promulgated thereunder, of any
party to such merger, consolidation or reorganization); or (e) the
stockholders of the Company approve the sale of substantially all of the
Company's business and/or assets to a person or entity which is not a
Subsidiary. Notwithstanding an acquisition of voting stock that otherwise
meets the definition of a Change in Control, such transaction shall not
constitute a Change in Control under this Plan if two criteria are met: (1)
subsequent to the transaction and at all times thereafter at least 65% of the
voting power of the Company's then outstanding voting securities remain widely
held by the members of the general public, and (2) the Committee of the
Company, or any successor committee, resolves within 30 days after the
acquisition which would otherwise be treated as a Change in Control that such
event shall not be so treated. For purposes of this Section, securities held
by a company registered under the Investment Company Act of 1940 or by a trust
qualified under Section 401 of the Internal Revenue Code shall be considered
widely held by members of the general public. The resolution of the Committee
shall specify the extent to which future actions by the acquiring person
shall, or shall not, be treated as a Change in Control. Notwithstanding
anything to the contrary contained herein, a Change in Control shall
subsequently be deemed to occur at any time that the first criterion listed
above ceases to be met.
"Disability" shall mean such physical or mental condition affecting
the employee as shall be determined by the Committee in its sole discretion,
to constitute a disability causing a termination of employment.
"Fair Market Value" on a specified day means the closing price on that
day of the Common Stock as reported on New York Stock Exchange-Composite Tape,
or if no sale of the Common Stock was so reported on that date, on the next
preceding day on which there was such a sale.
"Parent" means any corporation owning directly or indirectly 50% or
more of the total combined voting power of all classes of stock of the
Company.
"Participant" means an eligible employee selected by the Comniittee to
participate in the Plan.
"Retirement" means normal or early retirement in accordance with the
provisions of the First Interstate Retirement Plan.
"Subsidiary" means any corporation of which the Company owns, directly
or indirectly, 50% or more of the total combined voting power of all classes
of stock. If an entity ceases to be a Subsidiary, each employee of that entity
shall no longer be deemed employed by the Company or a Subsidiary under the
Plan (unless the employee continues to be employed by the Company or another
entity which is a Subsidiary).
15. AMENDMENT OF PLAN. The Board of Directors of the Company may make
such amendments to this Plan and to any agreements thereunder as it shall deem
advisable, including, but not limited to, accelerating
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the time at which an option may be exercised or the time when restrictions on
Restricted Stock shall expire. Such amendments shall be subject to shareholder
approval to the extent such approval is required by Rule 16b-3 or the federal
tax rules applicable to Incentive Options. Without the consent of the
Participant, no amendment shall impair rights of any Participant with respect
to Awards to such Participant under the Plan, except as permitted by the Plan.
16. EFFECTIVE DATE AND TERMINATION OF PLAN. The Plan shall be
effective upon filing with the Securities and Exchange Commission, subject to
receipt of shareholder approval of the Plan at the 1991 Annual Shareholder
Meeting. All Awards pursuant to the Plan prior to the receipt of shareholder
approval shall be subject to receipt of such approval. If such approval is not
received, the Awards shall be forfeited. The Plan shall terminate 10 years
from the effective date; provided, however, that the Board of Directors of the
Company may terminate the PIan at any prior time within its absolute
discretion. No such termination, other than as provided for in Section 10
hereof, shall in any way affect any Award then outstanding.
FIRST INTERSTATE BANCORP
By ____________________________
8
FIRST AMENDMENT
TO
FIRST INTERSTATE
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate Bancorp 1991
Performance Stock Plan (the "Plan") effective February 7, 1991 as approved by
shareholders on April 19, 1991.
In order to have consistent treatment under First Interstate Bancorp's
various plans in the event that employees become employees of another company,
this amendment is being adopted. This amendment is effective August 17, 1992.
1. New sentences have been added to Section 6.1 of the Plan to
read as follows:
In the event that employees of the Company or its Subsidiaries
become employees of another company pursuant to a stock or
asset sale, merger, or similar transaction or in the event of a
corporate reorganization, reduction in force or similar event,
the Committee shall have the authority, which shall be
exercised in its sole discretion, to continue to credit service
for purposes of satisfying the restricted period requirements
set forth in the Restricted Stock Agreement. Such Committee
authority shall only apply to restricted stock granted to
individuals who are not subject to Section 16 of the Securities
Exchange Act.
2. The following paragraph has been added as a new Section 17:
17. EXPIRATION OF OPTIONS. In the event that employees of the
Company or its Subsidiaries become employees of another company
pursuant to a stock or asset sale, merger or similar
transaction or in the event of a corporate reorganization,
reduction in force or similar event, the Committee shall have
the authority, which shall be exercised in its sole discretion,
to modify the dates upon which options previously granted shall
expire. Such Committee authority, shall only apply to options
granted to individuals who are not subject to Section 16 of the
Securities Exchange Act. Any modification to the terms under
which the option would otherwise expire shall not cause the
option to expire later than the date the option was originally
scheduled to expire pursuant to the terms or the original Stock
Option Agreement.
Executed at Los Angeles, California this 22nd day of August, 1995.
FIRST INTERSTATE BANCORP
By /SIGNED/
-----------------------------
Executive Vice President
By /SIGNED/
-----------------------------
Secretary
SECOND AMENDMENT
TO
FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
First Interstate Bancorp adopted the First Interstate Bancorp 1991
Performance Stock Plan (the "Plan"), effective February 7, 1991 as approved by
shareholders on April 1, 1991 at the Annual Shareholder's meeting.
In order to have a consistent definition of Change in Control among
First Interstate Bancorp's various plans, this Amendment is being adopted.
This Amendment is effective June 20, 1994.
1.The definition of Change in Control in Section 14, Additional Definitions is
amended by revising it to read as follows:
"Change in Control" of the Company means and shall be deemed to have
occurred if and when any one of the following five events occurs: (a) any
"person" (as such term is used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act"')) becomes a beneficial owner, directly or
indirectly, of securities of the Company representing 20% or more of the
combined voting power of the Company's then outstanding securities; (b)
individuals who were members of the Board of Directors of the Company
immediately prior to a meeting of the stockholders of the Company involving a
contest for the election of Directors do not constitute a majority of the
Board of Directors following such election; (c) the stockholders of the
Company approve the dissolution or liquidation of the Company; (d) the
stockholders of the Company approve an agreement to merge or consolidate, or
otherwise reorganize, with or into one or more entities which are not
Subsidiaries, as a result of which less than 50% of the outstanding voting
securities of the surviving or resulting entity are, or are to be, owned by
former stockholders of the Company (excluding from the term "former
stockholders" a stockholder who is, or as a result of the transaction in
question becomes, an "affiliate", as that term is used in the Exchange Act and
the Rules promulgated thereunder, of any party to such merger, consolidation
or reorganization); or (e) the stockholders of the Company approve the sale of
substantially all of the Company's business and/or assets to a person or
entity which is not a Subsidiary.
Executed at Los Angeles, California this 20th day of July, 1994 .
FIRST INTERSTATE BANCORP
By /SIGNED/
-------------------------------
Executive Vice President
By /SIGNED/
-------------------------------
Secretary
FIRST INTERSTATE BANCORP 1991 PERFORMANCE STOCK PLAN Grant Date
02-22-94
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT is between FIRST INTERSTATE BANCORP, a Delaware corporation
(hereinafter called the "Company"), and .....................................
(hereinafter called the "Employee").
RECITALS:
The Company has established the 1991 Performance Stock Plan
(the "Plan"); and
The Committee of the Board of Directors of the Company designated in
the Plan (the "Committee") has approved the execution of this Non-Qualified
Stock Option Agreement containing the grant of the option herein set forth to
the Employee to purchase shares of the Common Stock, $2.00 par value, of the
Company upon the terms and conditions hereinafter set forth.
AGREEMENT:
In consideration of the mutual obligations contained herein, it is
hereby agreed:
1. GRANT OF OPTION. The Company hereby grants to the Employee a
Non-Qualified Option to purchase from the Company all or any part
of ...............(.................) shares of its authorized Common Stock at
the price of $....... per share.
2. TERM OF OPTION. This option may be exercised (unless terminated
prior to such exercise as hereinafter provided) during the periods commencing
after the anniversary and for the number of shares granted as provided below:
Anniversary Following Vesting
The Date Hereof Schedule
------------------ ---------------------
First Anniversary................... 25% of Shares Granted
Second Anniversary.................. 25% of Shares Granted
Third Anniversary................... 25% of Shares Granted
Fourth Anniversary.................. 25% of Shares Granted
provided, however, that this option shall be exercised for full shares only
and shall not be exercised for less than 50 shares at any one time unless the
remaining shares covered hereby is less than 50. In the event that the
Employee shall not in any year purchase all or any part of the shares which
the Employee is entitled to purchase in such year, the Employee's right to
purchase any shares not purchased in such year shall continue until the
expiration or termination of this option, which in no event shall be more than
ten (10) years from the date of grant.
3. EXPIRATION OF OPTION. This option shall expire and all rights to
purchase shares hereunder shall cease at 5:00 o'clock p.m., California time,
on ..............., or prior thereto upon the happening of the first to occur
of the following events: (a) the expiration of ten (10) years from the date
such option was granted, or any earlier termination date specified in the
option agreements; (b) the expiration of three (3) months from the date the
Employee ceases to be employed by the Company or a Subsidiary other than by
reason of death, Retirement, Disability or termination of employment for cause
as determined by the Committee; (c) the expiration of one (1) year from the
date the Employee ceases to be employed by the Company or a Subsidiary by
reason of Disability
or death; (d) the expiration of three (3) years from the date the Employee
ceases to be employed by the Company or a Subsidiary by reason of Retirement;
(e) the termination of the Employee's employment for cause, as determined bv
the Committee; (f) the termination of the Plan pursuant to Section 10,
provided, that if the Employee's death occurs after the Employee ceases to be
employed by the Company or a Subsidiary for a reason other than Retirement but
at a time when the Employee has a right to exercise any options pursuant to
the foregoing, the right to exercise such option shall be extended for one
year from the date of death of the Employee. Subsequent to termination of the
Employee's employment for any reason, only that portion of an option which was
exercisable on the date of termination of employment shall be exercisable, and
only during the period, if any, set forth above.
4. NONTRANSFERABILITY OF OPTION. This option shall be nonassignable
and nontransferable by the Employee other than by will or the laws of descent
and distribution, and shall be exercisable during the lifetime of the Employee
only by the Employee or by the Employee's guardian or legal representative.
After the death of the Employee, this option may be exercised prior to its
termination by the Employee's legal representative, heir or legatee, to the
extent permitted in the Plan. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of this option, or of any right or privilege
conferred hereby, contrary to the provision hereof, or upon any attempted sale
under any execution, attachment or similar process upon the rights and
privileges conferred hereby, this option and the rights and privileges
conferred hereby shall immediately become null and void. Until written notice
of any permitted passage of rights under this option shall have been given to
and received by the Secretary of the Company, the Company may, for all
purposes, regard the Employee as the holder of this option.
5. EXERCISE OF OPTION. The rights granted under this Agreement may be
exercised by the Employee, or by the person or persons to whom the Employee's
rights under this Agreement shall have passed (a) under the provisions of
Section 4 hereof, by delivering to the Company in care of its Secretary, at
633 West Fifth Street, Los Angeles, California, 90071, written notice of the
number of shares with respect to which the rights are being exercised,
accompanied by this Agreement for appropriate endorsement by the Company, such
investment letter as may be required by Section 10 hereof, and the
consideration provided in the plan if any, provided that if the Employee
intends to exercise this option by delivery of consideration consisting in
whole or in part of shares of Common Stock already owned by the Employee, the
Employee shall secure the prior consent of the Committee to such delivery.
6. REGULATORY COMPLIANCE. The issue and sale of Shares of stock
pursuant to this Agreement shall be subject to full compliance with all then
applicable requirements of law and the requirements of any stock exchange upon
which Common Stock of the Company may be listed.
7. MODIFICATION AND TERMINATION. The rights of the Employee are
subject to modification, acceleration and termination in certain events as
provided in Sections 9, 10 and 11 of the Plan.
8. WITHHOLDING TAX. The Employee agrees that, in the event the
exercise of any rights granted in this Agreement results in the Employee's
realization of income which for Federal, state or local income tax purposes
is, in the opinion of counsel for the Company, subject to withholding of tax
at source by the Employee's employer, the Employee will pay to the Employee's
employer an amount equal to such withholding, tax (or such employer on behalf
of the Company may withhold such amount from the Employee's salary) prior to
delivery to the Employee of certificates representing the shares purchased or
transferred. The Company may reduce the number of shares issued as the Company
may deem necessary in its sole discretion to cover its withholding obligation.
9. HOLDER OF SHARES. Neither the Employee nor the Employee's legal
representative, legatee or distributee shall be, or be deemed to be, a holder
of any shares of the Company's Common Stock subject to this option unless and
until such person has received a certificate or certificates therefore. No
adjustment will be made for dividends or other rights for which the record
date is prior to the date such stock certificates are so issued.
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10.INVESTMENT COVENANT. The Employee represents and agrees that if the
Employee exercises this option in whole or in part at a time when there is not
in effect under the Securities Act of 1933 a registration statement relating
to the shares issued upon exercise hereof and there is not available for
delivery a prospectus meeting the requirements of Section 10(a)(3) of said
Act, (i) the Employee will acquire the shares upon such exercise for the
purpose of investment and not with a view to the distribution thereof, (ii)
that upon each such exercise of this option, the Employee will furnish to the
Company an investment letter in form and substance satisfactory to the
Company, (iii) prior to selling or offering for sale any such shares, the
Employee will furnish the Company with an opinion of counsel satisfactory to
it to the effect that such sale ma,y lawfully be made and will furnish it with
such certificates as to factual matters as it may reasonably request, and (iv)
that certificates representing such shares may be marked with an appropriate
legend describing such conditions precedent to sale or transfer. Any person or
persons entitled to exercise such option under the provision of Section 4
hereof shall furnish to the Company letters, opinions and certificates to the
same effect as would otherwise be required of the Employee.
11. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of California.
12.SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their legal representatives, and permitted
successors and assigns.
13.PLAN. This Agreement is subject to all of the terms and provisions
of the Plan, receipt of a copy of which is hereby acknowledged by the
Employee.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto on ...............
FIRST INTERSTATE BANCORP
By:_____________________________________ ________________________________
Chairman of the Board Employee
________________________________
(Address)
________________________________
________________________________
Social Security No. ____________
Affiliate ______________________
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FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT is between FIRST INTERSTATE BANCORP, a Delaware
corporation (hereinafter called the "Company"), and _______________
(hereinafter called the "Employee");
RECITALS:
The Company has established the 1991 Performance Stock Plan (the
"Plan"); and
The Committee of the Board of Directors of the Company designated in
the Plan (the "Committee") has approved the execution of this Restricted Stock
Agreement containing the Restricted Stock award herein set forth to the
Employee upon the terms and conditions set forth;
AGREEMENT:
In consideration of the mutual obligations contained herein, it is
hereby agreed:
1. AWARD AND PURCHASE OF RESTRICTED STOCK. The Company hereby awards
to Employee the right to purchase from the Company and Employee hereby agrees
to purchase ____________________, ____________________ (_______________)
shares of the Company's Common Stock, $2.00 par value, receipt of which is
hereby acknowledged.
2. RESTRICTIONS ON TRANSFER. The shares of Common Stock so purchased
and any additional shares attributable thereto received by Employee as a
result of any stock dividend, recapitalization, merger, reorganization or
similar event (collectively the "Restricted Stock") shall be subject to the
restrictions set forth herein and may not be sold, assigned, transferred,
pledged or otherwise encumbered during the "Restricted Period" as hereinafter
defined, except as permitted hereby. The Restricted Period shall commence as
of the date of this Agreement and shall terminate as follows:
PERCENTAGE
DATE SHARES OF SHARES
BECOME FREE FREE FROM
FROM RESTRICTIONS RESTRICTIONS
----------------- ------------
The Committee may, at the time of the granting to Employee of the Restricted
Stock or at any time thereafter, reduce or terminate the Restricted Period
otherwise applicable to all or any portion of the Restricted Stock.
References to the Company in this Section include the Company's
Subsidiaries. A transfer of the Employee's employment between Subsidiaries of
the Company, or between any Subsidiary and the Company shall not be considered
a termination of employment for purposes of this Agreement. Employee hereby
agrees that within ten (10) days after the termination of the Employee's
employment with the Company for any reason whatsoever, Employee shall deliver
to the Secretary of the Company written notice of the termination of the
Employee's
employment with the Company. If the Employee ceases to be employed for any
reason other than death, Disability or Retirement, all shares of Restricted
Stock which are then subject to restrictions imposed by the Committee shall
upon such termination of employment be forfeited and returned to the Company.
If the Employee terminates by reason of death, Disability or Retirement, such
shares shall be forfeited except to the extent such shares shall be made free
from restrictions by the Committee.
3. STOCK CERTIFICATE. Upon the purchase of the Restricted Stock by
Employee, a stock certificate issued in respect of such shares of Restricted
Stock shall be registered in the name of Employee and shall be deposited by
Employee with the Company together with a stock power endorsed in blank.
All stock certificates for shares of Restricted Stock during the
Restricted Period shall bear the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions contained
in an Agreement entered into between the registered owner and First
Interstate Bancorp. A copy of such Agreement is on file in the Office
of the Secretary of First Interstate Bancorp, 633 W. Fifth Street, Los
Angeles, California 90071."
With regard to any shares of Restricted Stock which cease to be
subject to restrictions pursuant to Section 2, the Company shall, within sixty
(60) days of the date such shares cease to be subject to restrictions,
transfer such shares free of all restrictions set forth in the Plan and this
Agreement to Employee or, in the event of such Employee's death, to Employee's
legal representative, heir or legatee.
4. SHAREHOLDER'S RIGHTS. Subject to the terms of this Agreement,
during the Restricted Period, Employee shall have, with respect to the
Restricted Stock, all rights of a shareholder of the Company, including the
right to vote such shares; provided, however, that all dividends paid with
respect to the shares of Restricted Stock while subject to the restrictions of
Section 2 shall be deposited with the Company, subject to the condition that
the sums so deposited shall be free of restriction and not subject to
forfeiture to the extent applied by the Company to satisfy Employee's Federal,
State or local withholding tax obligations pursuant to Section 6 of this
Agreement and Section 13 of the Plan, or otherwise released by the Committee
in its sole discretion. The Employee shall not be entitled to interest with
respect to the dividends so deposited.
5. REGULATORY COMPLIANCE. The issue and sale of shares of Restricted
Stock shall be subject to full compliance with all then applicable
requirements of law and the requirements of any stock exchange upon which the
Common Stock of the Company may be listed.
6. WITHHOLDING TAX. The Employee agrees that in the event to purchase
of the Restricted Stock or the expiration of restrictions thereon results in
Employee's realization of income which for Federal, State or local income tax
purposes is, in the opinion of counsel for the Company, subject to withholding
of tax at source by Employee's employer, Employee will pay to such Employee's
employer an amount equal to such withholding tax (or such employer on behalf
of the Company may withhold such amount from Employee's salary or from
dividends deposited with the Company with respect to the Restricted Stock),
7. INVESTMENT REPRESENTATION. Employee represents and agrees that if
Employee purchases the Restricted Stock at a time when there is not in effect
under the Securities Act of 1933 a registration statement relating to the
shares and there is not available for delivery a prospectus meeting the
requirements of Section 10(a)(3) of said Act, (i) Employee will acquire the
shares upon such purchase for the purpose of investment and not with a view to
their resale or distribution, (ii) that upon such purchase, Employee will
fumish to the Company an investment letter in form and substance satisfactory
to the Company, (iii) prior to selling or offering for sale any such shares,
Employee will furnish the Company with an opinion of counsel satisfactory to
it to the effect that such sale may lawfully be made and will furnish it with
such certificates as to factual matters as it may reasonably request, and (iv)
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that certificates representing such shares may be marked with an appropriate
legend describing such conditions precedent to sale or transfer.
8. FEDERAL INCOME TAX ELECTION. Employee hereby acknowledges receipt
of advice that pursuant to current Federal income tax laws, (i) Employee has
30 days in which to elect to be taxed in the current taxable year on the
difference between the amount paid, if any, for the Restricted Stock and the
Fair Market Value thereof in accordance with the provisions of Intemal Revenue
Code Section 83(b) and, (ii) if no such election is made, the taxable event
will occur when the shares of Restricted Stock cease to be subject to the
Company's right of repurchase, and the tax will be measured by the difference
between the amount paid, if any, for the Restricted Stock and the Fair Market
Value of the Restricted Stock on the date of the taxable event.
9. GOVERNING LAW. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of California.
10. SUCCESSORS. The rights under this Agreement are personal to
Employee and are not transferable except in the event of Employee's death to
the Employee's legal representatives, heirs or legatees. This Agreement shall
inure to the benefit of and be binding upon the Company and its successors and
assigns.
11. PLAN. This Agreement is subject to all of the terms and provisions
of the Plan, receipt of a copy of which is hereby acknowledged by Employee.
All terms defined in the Plan shall have the same meanings in this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by
the parties hereto on ____________________.
FIRST INTERSTATE BANCORP
By:___________________________________
Chairman of the Board
______________________________________
Employee
______________________________________
(Address)
______________________________________
______________________________________
Social Security No.
______________________________________
Affiliate
3
FIRST INTERSTATE BANCORP
1991 PERFORMANCE STOCK PLAN
STOCK UNIT AGREEMENT
FOR USE WITH 1994 MIP
(STOCK AWARD DEFERRAL)
IMPORTANT: The First Interstate Bancorp ("Bancorp") Compensation Committee
("Committee") as administrator of the First Interstate Bancorp 1991
Performance Stock Plan ("1991 PSP") has approved your request to defer into
Performance Units as defined in the 1991 PSP ("Stock Units") all or a portion
of the stock awarded to you under the 1991 PSP ("Stock Award") in connection
with your participation in the First Interstate Bancorp 1994 Management
Incentive Plan ("1994 MIP"). This Stock Unit Agreement ("Agreement") contains
the terms and conditions of the grant of Stock Units under the 1991 PSP for
the 1994 Performance Year pursuant to your 1994 MIP Stock Deferral Election
Form ("Election Form"). Please sign, date and return the extra copy of this
Agreement within ten (10) days of receipt to Judy SutterEhrenreich at First
Interstate Bancorp, CA T9-34, 633 West Fifth Street, Los Angeles, California
90071.
I, the undersigned, have made a request for Stock Units under the terms of
Section I of my Election Form. I understand that the Stock Units I am awarded
shall be subject to the following terms and conditions of this Agreement:
1. Award Date. The "Award Date" of the Stock Units is the date I would have
been entitled to receive payment of my Stock Award under the 1991 PSP but for
my deferral election under Section I of the Election Form.
2. Award of Stock Units. The number of Stock Units awarded pursuant to my
Election Form is which is equal in value to the number of shares of First
Interstate Bancorp Common Stock, $2.00 par value ("Common Stock") included in
my Stock Award, multiplied by the percent I have designated under Section I of
the Election Form as the percent to be deferred into Stock Units.
3. Stock Unit Agreement. The number of Stock Units determined in Paragraph 2
above will be credited to an account in my name under the 1991 PSP as of the
Award Date. Thereafter, any dividends paid on Common Stock will be credited to
my account and converted into additional Stock Units in accordance with
Section 7.1 of the 1991 PSP.
4. Terms of Payment. At the time specified in Section II of the Election Form
for payment of my Stock Units, Bancorp will issue shares of Common Stock equal
to the number of whole Stock Units credited to my account, subject to Section
9 of the 1991 PSP. Any fractional Stock Unit will be payable in cash.
5. Death.
(a) If I die before the payment date I have specified in Section II of the
Election Form, any payment of Stock Units due hereunder shall be paid
to my beneficiary in a lump sum as soon as administratively practical.
(b) If I have failed to designate a beneficiary or if my beneficiary does
not survive me, any payment shall be made in accordance with Section
8(d) of the 1994 MIP.
6. No Assignment. The rights under this Agreement are personal to me and are
not transferable except, in the event of my death, to my legal
representatives, heirs or legatees.
7. Change in Control. In the event of a Change in Control as defined in
Section 14 of the 1991 PSP, as amended, payment of my entire Stock Unit award
under Paragraph 4 hereunder shall be accelerated. However, there shall be no
acceleration to a date less than six months after the Award Date.
8. Withholding. Any required withholding shall be made in accordance with
Section 13 of the 1991 PSP.
9. Regulatory Compliance. Any issuance of shares of Common Stock pursuant to
this Agreement shall be subject to full compliance with all the applicable
requirements of law and the requirements of any stock exchange upon which the
Common Stock may be listed. I represent and agree that such shares, if they
are received at a time when there is not in effect under the Securities Act of
1933 a registration statement relating to such shares and is not available for
delivery a prospectus meeting the requirements of Section 10(a) (3) of said
Act, shall be acquired for the purpose of investment and not with a view to
the distribution thereof. In such event, I, or my beneficiaries, if
applicable, consent: (a) upon receipt of the shares, to furnish Bancorp with
an investment letter in form and substance satisfactory to Bancorp; (b) prior
to selling or offering for sale any such shares, to furnish Bancorp with an
opinion of counsel satisfactory to Bancorp to the effect that such sale may be
lawfully made and to furnish Bancorp with such certificates regarding factual
matters as Bancorp may reasonably request; and (c) to receive certificates for
such shares marked with an appropriate legend describing such conditions
precedent to sale or transfer.
10. Amendment of Agreement. This Agreement shall be subject to amendment by
Bancorp only with my consent; provided, no amendment may have the effect of
causing a change in the time of payout established in the Election Form.
11. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of California.
12. Interpretation of Agreement. This Agreement shall be subject to all of the
relevant terms of the 1991 PSP, 1994 MIP and the Election Form as interpreted
by the Committee. Except as otherwise provided in this Agreement, all terms
used herein shall have the same meaning as set forth in these documents. By
executing this Agreement, I acknowledge receipt of a copy of each of these
documents and agree to be bound by their terms.
IN WITNESS WHEREOF, this Agreement has been executed and delivered by the
parties hereto on
FIRST INTERSTATE BANCORP
By:____________________________________ ____________________________
[Chairman of the Board] Employee
2