Exhibit 10.2


 


BANK OF HAWAII CORPORATION

2004 STOCK AND INCENTIVE COMPENSATION PLAN




RESTRICTED STOCK AWARD AGREEMENT


 


This Restricted Stock Award Agreement (“Agreement”)
dated April 23, 2010 (the  “Grant
Date”), between Bank of Hawaii Corporation, a Delaware corporation (“Company”),
with its registered office at 130 Merchant Street, Honolulu, Hawaii
96813 and                      ,
an Employee (“Grantee”), who as of the Grant Date is a Covered Employee.


 


1.             Grant of Restricted Shares.  By
action taken on the Grant Date, the Human Resources and Compensation
Committee of the Company’s Board of Directors (“Committee”) has granted to
Grantee             shares
of the Company’s common stock (“Restricted Shares”) pursuant to the Bank of
Hawaii Corporation 2004 Stock and Incentive Compensation Plan, as amended (“Plan”).  The grant of Restricted Shares evidenced by
this Agreement is made subject to the terms and conditions of the Plan and of
this Agreement.  In case of conflict
between the provisions of the Plan and the provisions of this Agreement, the
provisions of the Plan shall control. 
Certain terms defined in the Plan are used in this Agreement with the
meanings given to them in the Plan.


 


2.             Restrictions During Period of Restriction. 
Restricted Shares shall be subject to forfeiture by Grantee until the
Period of Restriction terminates as to such Restricted Shares and the
Restricted Shares shall vest in the Grantee (up to a maximum of               shares)
in accordance with the terms of the Plan (including, but not limited to,
conditions and restrictions imposed pursuant to Section 8.4 of the Plan)
and this Agreement.


 


a.             Restriction Period.  For purposes
of this Agreement and with respect to any particular Restricted Share granted
under this Agreement, the term “Restriction Period” means a period that
commences on the Grant Date and terminates following achievement of the
performance objectives described below.


 


i.              Performance Objective.  The Period of
Restriction shall terminate and Restricted Shares shall vest in Grantee as
follows:


 


(a) on the last business day of January 2011,
with respect to           of
the Restricted Shares, provided that (I) Grantee remains an Employee through
December 31, 2010 and (II) the Committee shall have certified with
respect to the fiscal period from April 1, 2010 through and including December 31,
2010 that the Company has achieved cumulative net income in excess of regular
quarterly dividends declared as publicly announced by the Company in its
earnings releases for that year; and


 


(b) on the last business
day of January 2012, with respect to               of
the Restricted Shares provided that (I) Grantee remains an Employee
through December 31, 2011 and (II) the Committee shall have certified
with respect to the fiscal year ending on December 31, 2011 that the
Company has achieved cumulative net income in excess of regular quarterly
dividends declared as publicly announced by the Company in its earnings
releases for that fiscal year.


 

















 


(c) on the last business
day of January 2013, with respect to               of
the Restricted Shares, provided that (I) Grantee remains an Employee
through December 31, 2012 and (II) the Committee shall have certified
with respect to the fiscal year ending on December 31, 2012 that the
Company has achieved cumulative net income in excess of regular
quarterly dividends declared as publicly announced by the Company in its
earnings releases for that fiscal year.


 


ii.             Committee Determinations. This Agreement shall be interpreted in
a manner consistent with the requirements of the performance-based compensation
exception under Code Section 162(m). 
The Committee shall endeavor to certify whether the performance
objective described in Section 2.a.i of this Agreement have been satisfied
prior to the scheduled time of vesting specified in those provisions.  In the event that the Committee has not done
so, it shall make such determinations as soon thereafter as possible and, if
the satisfaction of a performance objective has been certified, the Restricted Shares
subject to vesting shall vest at the time of the making of such certification.


 


b.             Other Termination of Restriction Period.  The
Period of Restriction shall terminate and all theretofore unvested and
unforfeited Restricted Shares shall vest in the Grantee upon the earliest to
occur of:  (i) the death of
Grantee; (ii) Grantee is no longer an Employee due to “disability” within
the meaning of that term under Code Section 409A and the regulations
promulgated thereunder; or (iii) the occurrence of a “Change in Control” in
accordance with Article 15 of the Plan.


 


c.             Forfeiture of Unvested Restricted Shares.  Any
Restricted Shares that remain unvested and unforfeited shall be forfeited and
transferred to the Company upon the first to occur of (i) the making of
the last of the performance determinations capable of being made under Section 2.a.i
of this Agreement and (ii) except as provided in Section 2.b of this
Agreement, Grantee’s ceasing to be an Employee for any reason, whether
voluntary or involuntary.  Grantee’s
employment shall not be treated as terminated in the case of a transfer of
employment within the Company and its subsidiaries or in the case of sick leave
and other approved leaves of absence.


 


d.             Transfer Restriction.  During the
Period of Restriction for a particular Restricted Share, such Restricted Share
shall be subject to the restrictions on transferability set forth in Section 8.3
of the Plan.


 


3.             Issuance of Shares; Registration; Withholding Taxes.  The
Restricted Shares shall be issued in Grantee’s name in book entry in a
restricted class and shall be held by the Company until all restrictions lapse
or such shares are forfeited as provided herein.  When the Period of
Restriction has terminated, the Company will transfer the shares from a restricted
class to an unrestricted class in the Grantee’s name in book entry.  The Company may postpone the issuance or
delivery of the Shares until (a) the completion of registration or other
qualification of such Shares or transaction under any state or federal law, rule or
regulation, or any listing on any securities exchange, as the Company shall
determine to be necessary or 


 


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desirable; (b) the
receipt by the Company of such written representations or other documentation
as the Company deems necessary to establish compliance with all applicable
laws, rules and regulations, including applicable federal and state
securities laws and listing requirements, if any; and (c) the payment to
the Company in accordance with Article 17 of the Plan of any amount
required by the Company to satisfy any federal, state or other governmental
withholding tax requirements related to the issuance or delivery of the
Shares.  Grantee shall comply with any
and all legal requirements relating to Grantee’s resale or other disposition of
any Shares acquired under this Agreement.


 


4.             Share Adjustments.  The number and
kind of Restricted Shares or other property subject to this Agreement shall be subject
to adjustment in accordance with Section 4.2 of the Plan.


 


5.             Rights as Shareholder.  Unless
otherwise provided herein, Grantee shall be entitled to all of the rights of a
shareholder with respect to the Restricted Shares, including the right to vote
such Shares and to receive dividends and other distributions (not including
share adjustments as described in Section 4 above) payable with respect to
such Shares from and after the Grant Date.  Grantee’s rights as a shareholder shall
terminate with respect to any Restricted Shares forfeited by Grantee.


 


6.             Amendment.  This
Agreement may be amended by the Committee at any time based on its
determination that the amendment is necessary or advisable in light of any
addition to, or change in, the Code or regulations issued thereunder or any
federal or state securities law or other law or regulation, or the Plan, or
based on any discretionary authority of the Committee under the Plan.  Unless necessary or advisable due to a change
in law, any amendment to this Agreement which has a material adverse effect on
the interest of Grantee under this Agreement shall be adopted only with the
consent of Grantee.


 


7.             Section 83(b) Election. 
Grantee shall promptly deliver to the Company a copy of any election filed
by Grantee in respect of the Restricted Shares pursuant to Code Section 83(b).


 


8.             Notices.  Any notice or
other communication made in connection with this Agreement shall be deemed duly
given when delivered in person or mailed by certified or registered mail,
return receipt requested, to Grantee at Grantee’s address shown on Company
records or such other address designated by Grantee by similar notice, or to
the Company at its then principal office, to the attention of the Corporate
Secretary of the Company.  Furthermore,
such notice or other communication shall be deemed duly given when transmitted
electronically to Grantee at Grantee’s electronic mail address shown on the Company
records or, to the extent that Grantee is an active employee, through the
Company’s intranet.


 


9.             Miscellaneous.  This
Agreement and the Plan set forth the final and entire agreement between the
parties with respect to the subject matter hereof, which shall be governed by
and shall be construed in accordance with the laws of the State of Hawaii, to
the extent not governed by federal law.  This
Agreement shall bind and benefit Grantee, the heirs, distributees and personal
representative of Grantee, and the Company and its successors and assigns.  This Agreement may be signed in counterparts,
each of which shall be deemed an original, and said counterparts shall together
constitute one and the same instrument. 
Capitalized terms not herein defined shall have the meanings prescribed
to them under the Plan.


 


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IN WITNESS WHEREOF, the undersigned parties have
duly executed this Agreement as of the date first above written.


 


	
   

  	
  BANK
  OF HAWAII CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  	
  Its

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Grantee

  



 


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