Exhibit 10.2

 

FIRST HAWAIIAN, INC.

LONG-TERM INCENTIVE PLAN

 

FORM OF

PERFORMANCE SHARE AWARD AGREEMENT

 

This Performance Share Award Agreement (this “Award Agreement”) evidences an award of performance shares (the “Performance Shares”) by First Hawaiian, Inc., a Delaware corporation (“First Hawaiian”), under the First Hawaiian, Inc. Long-Term Incentive Plan (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”).
    
	
 
    	
 
    	
 
    
	
Target Number of Performance Shares:
    	
 
    	
                         (the “Target Shares”). The number   of Performance Shares that will actually vest will range from 0% to      %   of the Target Number of Performance Shares (     %   of the Target Shares, the “Maximum Award”)   and be determined based on achievement of the Performance Metrics below.
    
	
 
    	
 
    	
 
    
	
Performance Period:
    	
 
    	
January 1,      to   December 31,     
    
	
 
    	
 
    	
 
    
	
Vesting:
    	
 
    	
Performance Shares shall vest on the date the   Committee determines the number of earned Performance Shares, which shall be   within 60 days following the end of the Performance Period (the “Determination Date”). Any   unearned Performance Shares as of the Determination Date will be immediately   forfeited.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Performance Shares will only vest if the Grantee   is, and has been, continuously employed by First Hawaiian from the Grant Date   through the Determination Date and to the extent that the Performance Metrics   are satisfied, and any unvested Performance Shares will be forfeited upon any   termination of Employment.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, in the event the   employment of the Grantee is terminated by reason of death, Disability or   Retirement, the Performance Shares will immediately vest in a prorated number   of the Target Shares based on the Grantee’s date of termination of employment   relative to the length of the Performance Period. Upon a Change in Control   that occurs during the Performance Period, the Performance Shares will be   treated in accordance with the Plan.
    
	
 
    	
 
    	
 
    
	
Performance Metrics:
    	
 
    	
The number of Performance Shares that will be earned   at the end of the Performance Period (or, if earlier, through the date of a   Change in Control) will be determined based on achievement of the performance   
    


 











 

	
 
    	
 
    	
metrics set forth in Annex A.
    
	
 
    	
 
    	
 
    
	
Delivery:
    	
 
    	
As of the Grant Date, one or more Certificates   representing the Maximum Award will be registered in the name of the Grantee,   but will be held by First Hawaiian or its designated agent until the   applicable Delivery 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 Performance 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 Determination Date,   First Hawaiian will deliver to the Grantee evidence of ownership of one Share   for each Earned Performance Share (as defined in Annex A), subject to   applicable tax withholding (the date the Shares are so issued, the “Delivery Date”). Notwithstanding   the foregoing, in the event the employment of the Grantee is terminated by   reason of death, Disability or Retirement, the date of such termination will   be treated as the Determination Date and the number of Earned Performance   Shares will be based on the prorated number of Target Shares earned in   accordance with the terms of this Award Agreement.
    
	
 
    	
 
    	
 
    
	
Non-Transferability of the Performance Shares:
    	
 
    	
Prior to the Determination Date, the Shares   delivered in respect of the Performance 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 Performance 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.
    
	
 
    	
 
    	
 
    
	
Dividends:
    	
 
    	
No cash dividends or other amounts shall be payable   with respect to the Performance Shares prior to the Determination Date. No   later than 30 days after the Determination Date, First Hawaiian will pay to   the Grantee a cash amount equal to the product of (i) all cash dividends   or other distributions (other than cash dividends or other distributions   pursuant to which the Performance Shares were adjusted pursuant to Section 1.6.3   of the Omnibus Plan), if any, paid on a Share from the Grant Date to the   Determination Date and (ii) the Earned Performance Shares.
    
	
 
    	
 
    	
 
    
	
Voting Rights:
    	
 
    	
The Grantee will be the beneficial owner of the   Performance Shares and shall have full voting rights with respect to such   Performance Shares.
    


 

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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 Performance 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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ANNEX A

 

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