Exhibit 10.1


 


December 31,
2007


 


Mr. David
W. Thomas


P.
O. Box 3886


Honolulu,
HI 96812


 


Re:          Retention Payments


 


Dear
Dave:


 


This letter confirms the
understanding between you and Bank of Hawaii Corporation and Bank of Hawaii
(collectively, “we” or the “Bank”) with respect to the completion of your employment
with the Bank.  The Bank is grateful for
your services and the Human Resources and Compensation Committee of our Board
has determined that you have satisfactorily completed the duties required of
you under the Retention Agreement dated December 16, 2005 between you and
the Bank.  As authorized under Section 1
of the Retention Agreement, we have decided to advance your “Separation Date”
for purposes of the Retention Agreement to the close of business on December 31,
2007.


 


Subject to your execution
and delivery to us of this letter and the attached release not later than 31
days after the date hereof, and provided that you do not revoke the release
within the period specified therein (the “Revocation Period”), the Bank
agrees to pay or provide to you the following:


 


1.             the “Retention Payment” described in Section 3.a of
the Retention Agreement, determined by reference to your base salary as of the
Separation Date and payable according to the schedule provided under Section 3.a
of the Retention Agreement;


 


2.             the health insurance coverage described in Section 3.b
of the Retention Agreement for the duration of the period prescribed therein;


 


3.             the waiver, as of the Separation Date, of the entire
amount of your obligation to reimburse the Bank for the remaining balance as of
the Separation Date of your initial membership fee at the Oahu Country Club, as
provided in Section 3.c of the Retention Agreement;


 


4.             your “Final Award” (for purposes of the Bank of Hawaii
Corporation Executive Incentive Plan) for the performance period ending December 31,
2007, payable in 2008 following the expiration of the Revocation Period and
otherwise at the same time as the payment of Final Awards to other Executive
Incentive Plan award recipients for the performance period ending December 31,
2007, and in such amount as may be determined by the Human Resources and
Compensation Committee (with the determination to be made at the same time as
the determination of Final Awards payable to other Executive Incentive Plan
award recipients for the performance period ending December 31, 2007); and


 

















 


5.             in recognition that you have satisfactorily completed
your service to the Bank and that you will forfeit 20,000 Restricted Shares as
a result of the Bank’s advancement of your Separation Date, a cash amount equal
to the product of (x) 20,000 and (y) the per share closing price of
Bank of Hawaii Corporation’s common stock on the New York Stock Exchange on the
Separation Date, to be paid to you as soon as practicable after the expiration
of the Revocation Period (but in no event later than 60 days after the
expiration of the Revocation Period).


 


The payments described above
are contingent on the continuation of your employment with the Bank through the
close of business on the Separation Date designated above, and will be made in
a manner so as to comply with the requirements of Section 409A of the
Internal Revenue Code (to the extent any such requirements are applicable).


 


This letter (together with
the release) sets forth the entire agreement between you and the Bank, and
fully supersedes any and all prior agreements or understandings between you and
the Bank pertaining to the subject matter hereof.  You agree that you continue to be bound by
Sections 2, 4, 6, 8, 9, 11 and 12 of the Retention Agreement.


 


Please indicate your
agreement with these terms by signing as indicated below and returning the
original to me.  I have enclosed a copy
of this Letter for your records.


 


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  BANK
  OF HAWAII CORPORATION and

  
	
   

  	
  BANK
  OF HAWAII

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  ALLAN R. LANDON

  	
   

  
	
   

  	
   

  	
  Allan
  R. Landon

  
	
   

  	
   

  	
  Chief
  Executive Officer

  



 


	
  Accepted
  and agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  DAVID W. THOMAS

  	
   

  	
   

  	
  December 31,
  2007

  	
   

  
	
  David
  W. Thomas

  	
   

  	
  Date

  
					



 


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