a101separationagreement






Mark A. Rossi Amendment  No. I to Separation Agreement June 15, 2020 Page 1 of 3                 AMENDMENT        NO.  1 TO THE   SEPARATION      AGREEMENT                 Between  Bank of Hawaii and Mark A. Rossi dated January 27, 2020  Whereas, Mark A. Rossi (“you” or “your”) of 198 Polihale Place, Honolulu, Hawaii 96825, and Bank of Hawaii Corporation and Bank of Hawaii (collectively, the “Bank”) of 130 Merchant Street, Honolulu, Hawaii 96813, previously entered into a Separation Agreement (“Agreement”) dated January 27, 2020, to describe the terms of your separation from employment with the Bank.  Whereas, the Agreement contemplates that your employment with the Bank will end on July 1, 2020, however, you and the Bank have subsequently agreed that your employment with the Bank will continue until December 31, 2020.  Whereas, both you and the Bank desire to amend the Agreement to reflect your new term of employment, and pursuant to paragraph 13e of the Agreement, the Agreement may be amended in writing signed by both you and the Bank.  Now, therefore, the Agreement shall be amended as follows, effective as of the date this Amendment No. I has been executed by both you and the Bank (“Effective Date”):   1. As of the Effective Date, Section 1 of the Agreement shall be revised by replacing “July 1,2020”    with December  31, 2020, or a later date as mutually agreed by you and the Bank”.  2. As of the Effective Date, the following Section 5A shall be added following Section 5 of the    Agreement:         5A.Retention Payment  and Club Memberships.   In consideration of your acceptance of the           terms of this Agreement and your continued employment with the Bank until           December  31, 2020, and conditioned upon your waiver and release of claims up to your           Separation Date, the Bank will provide you with a Retention Payment of Six Thousand           dollars ($6,000.00), less customary payroll deductions.            Paragraph Sb notwithstanding, reimbursement for Club dues and expenses will continue until           your Separation Date, in accordance with regLilar Bank practices for reimbursement.            Payment  of Retention Payment. The Retention Payment will be paid to you in the form of a           lump sum  payment no later than two and one-half months following December 31, 2020.           The payment  of the Retention Payment is intended to be in accordance with the “short term           deferral” exception under Treasury Regulation Section 1.409A-1(b)(4)(i)(A).            If you are offered reemployment by the Bank within twelve (12) full months following the           Separation Date, such reemployment may be contingent upon your repayment of the           Retention Payment on a pro rata basis to the Bank.            The Retention Payment is expressly conditioned upon (a) your continued employment with           the Bank until December 31, 2020, (b) your agreement to waive and release claims arising           out of or related to your employment up to your Separation Date, and (c) your fulfillment of





 






    _________________________________________   Mark A. Rossi Amendment  No. I to Separation Agreement June 15, 2020 Page 2 of 3             all conditions for receipt of the Consideration in paragraph 5a. However, if your Separation           Date is prior to December 31, 2020, and you otherwise meet the conditions for receipt of the           Retention Payment, you will be provided with a pro-rated portion of the Retention Payment           (based upon your employment during the period July 1.2020, to December 31, 2020), in lieu           of the full Retention Payment amount.  BANK  OF  HAWAII   CORPORATION     and BANK  OF  HAWAII   By:                                                                 June 15, 2020     Ed Hudson                                                       Dated     Senior Executive Vice President     Chief People Officer   MARK   A. ROSS!                        ftL44i                                                     f     Zd2                                                                     ated





 






Mark A. Rossi Amendment  No. 1 to Separation Agreement June 15, 2020 Page 3 of 3                                         EXHIBIT      B                          [To be executed on  or after Separation Date]         WAIVER    AND  RELEASE    OF CLAIMS    THROUGH     SEPARATION     DATE         I agree that all applicable terms and conditions in my Waiver and Release of Claims set forth in paragraph 7 of the Agreement dated January 27, 2020, as amended, apply with respect to the period of my employment with the Bank from July 1, 2020 through the date of my separation from employment.  UNDERSTOOD      AND  AGREED:   Mark  A. Rossi                                    Dated          Pursuant to 29 C.F.R. § 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty one (21) day pre-exedution consideration period set forth in Older Workers Benefit Protection Act (29 U.S.C. § 626(1)(1)(F)(i)).   Mark A. Rossi                                     Dated