Exhibit 10.1

 

FIRST HAWAIIAN, INC.
 2016 OMNIBUS INCENTIVE COMPENSATION PLAN

 

FORM OF

RESTRICTED SHARE AWARD AGREEMENT

 

This Restricted Share Award Agreement (this “Award Agreement”) evidences an award of restricted shares (the “Restricted Shares”) by First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”), under the First Hawaiian, Inc. 2016 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).  Capitalized terms used but not defined in this Award Agreement have the meanings given to them in the Plan.

 

	
Name of Grantee:
    	
 
    	
                  (the “Grantee”).
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
                  (the “Grant Date”).
    
	
 
    	
 
    	
 
    
	
Number of
   Restricted Shares:
    	
 
    	
                      .
    
	
 
    	
 
    	
 
    
	
Vesting:
    	
 
    	
One-third of the total number of Restricted Shares   granted will vest on each of the first, second and third anniversaries of the   Grant Date (each date, a “Vesting Date”),   provided, that,   except as otherwise provided herein, if the Grantee’s employment with First   Hawaiian is terminated for any reason, any unvested Restricted Shares will   automatically be cancelled by or revert to First Hawaiian and the Grantee   will forfeit any rights or interests in such Restricted Shares without   compensation.
    
   Notwithstanding the foregoing, in the event the employment of the Grantee is   terminated by reason of death, Disability or Retirement, the Restricted   Shares will immediately vest in full as of the date of such termination. Upon   a Change in Control, the Restricted Shares will be treated in accordance with   the Plan.
    
	
 
    	
 
    	
 
    
	
Delivery:
    	
 
    	
As of the Grant Date, one or more Certificates   representing the Restricted Shares will be registered in the name of the   Grantee, but will be held by First Hawaiian or its designated agent until the   applicable vesting date. Notwithstanding the foregoing, First Hawaiian may,   in its sole and absolute discretion and in accordance with the terms of the   Plan and applicable law, issue the Restricted Shares in the form of   uncertificated shares credited to a book entry account, subject to the   restrictions on transferability imposed by this Award Agreement.
    
   No later than 30 days after the applicable vesting date, First Hawaiian will   deliver to the Grantee evidence of ownership of one Share for each vested   Restricted Share, subject to applicable tax withholding.
    


 











 

	
Non-Transferability
   of the Restricted
   Shares:
    	
 
    	
Prior to the applicable vesting date, the Restricted   Shares may not be sold, exchanged, transferred, assigned, pledged,   hypothecated, fractionalized, hedged or otherwise disposed of (including   through the use of any cash-settled instrument) in any manner other than by   will or by the laws of descent and distribution, and any attempt to sell,   exchange, transfer, assign, pledge, hypothecate, fractionalize, hedge or   otherwise dispose of the Shares delivered in respect of the Restricted Shares   in violation of this Award Agreement shall be void and of no effect and First   Hawaiian shall have the right to disregard the same on its books and records   and advise the registrar and transfer agent to place a stop order against the   transfer of such Shares.
    
   First Hawaiian may affix to Certificates or to the book entry account holding   Shares issued pursuant to this Award Agreement any legend that the Committee   reasonably determines to be necessary or advisable to reflect the transfer   restrictions.
    
	
 
    	
 
    	
 
    
	
Dividends:
    	
 
    	
The Grantee will be the beneficial owner of the   Restricted Shares and shall have the rights of a shareholder of First   Hawaiian with respect to the Shares, including full voting rights and the   right to receive all dividends without restrictions at the times and in the   manner paid to shareholders generally.
    
	
 
    	
 
    	
 
    
	
All Other Terms:
    	
 
    	
As set forth in the Plan.
    


 

The Plan is incorporated herein by reference.  Except as otherwise set forth in the Award Agreement, the Award Agreement and the Plan constitute the entire agreement and understanding of the parties with respect to the Restricted Shares.  In the event that any provision of the Award Agreement is inconsistent with the Plan, the terms of the Plan will control.  Except as specifically provided herein, in the event that any provision of this Award Agreement is inconsistent with any employment agreement between the Grantee and First Hawaiian (“Employment Agreement”), the terms of the Employment Agreement will control.  By accepting this Award, the Grantee agrees to be subject to the terms and conditions of the Plan.

 

This Award Agreement may be executed in counterparts, which together will constitute one and the same original.

 

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IN WITNESS WHEREOF, the parties have caused this Award Agreement to be duly executed and effective as of the Grant Date.

 

 

	
 
    	
FIRST   HAWAIIAN, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
[NAME   OF GRANTEE]
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    


 

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