Exhibit 10.1


 


DIRECTOR:


DATE OF GRANT: April 29, 2005


NUMBER OF SHARES: 555


 


BANK OF
HAWAII CORPORATION


AMENDED
AND RESTATED DIRECTOR STOCK COMPENSATION PLAN


 


*                    *                    *


 


RESTRICTED
STOCK AGREEMENT


 


1.     Definitions.


 


1.1           “Agreement” means this
Restricted Stock Agreement.


 


1.2           “Board” means the Board
of Directors of the Company.


 


1.3           “Change in Control”
means, and shall be deemed to have occurred, if:


 


(a)  any Person,
excluding employee benefit plans of the Company or any of its affiliates,
is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of Company securities
representing 25 percent or more of the combined voting power of the Company’s
then outstanding securities (“Voting Power”);


 


(b)  the Company
consummates a merger, consolidation, share exchange, division or other
reorganization or transaction of the Company (a “Fundamental Transaction”) with
any other corporation, other than a Fundamental Transaction that results in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) at least sixty percent (60%) of
the combined Voting Power immediately after such Fundamental Transaction of (i) the
Company’s outstanding securities, (ii) the surviving entity’s outstanding
securities, or (iii) in the case of a division, the outstanding securities
of each entity resulting from the division;


 


(c)   the shareholders
of the Company approve a plan of complete liquidation or winding-up of the
Company or an agreement for the sale or disposition (in one transaction or a
series of transactions) of all or substantially all of the Company’s assets; or


 


(d)   during any period of
twenty-four (24) consecutive months, individuals who at the beginning of such
period constituted the Board (including for this purpose any new director whose
election or nomination for election by the Company’s shareholders was approved
by a vote of at least two-thirds (2/3) of the directors then still 


 





















 


in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board (excluding any Board
seat that is vacant or otherwise unoccupied).


 


1.4       “Common Stock: means the
common stock par value $0.01 per share, of the Company.


 


1.5       “Company” means Bank of
Hawaii Corporation, and any successor thereto.


 


1.6       “Date of Grant” means the
date set forth as the “Date of Grant” on page 1 of this Agreement.


 


1.7       “Disability” means the
Director’s permanent and total disability within the meaning of Section 22(e)(3) of
the Internal Revenue Code of 1986, as amended.


 


1.8       “Director” means the person
identified as the “Director” on page 1 of this Agreement.


 


1.9       “Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


1.10     “Person” means the term “person”
within the meaning of Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d)(3) and 14(d) thereof.


 


1.11     “Plan” means the Bank of
Hawaii Corporation Amended and Restated Director Compensation Plan, as amended
from time to time.


 


1.12     “Restricted Shares” means the
shares of Common Stock granted to the Director pursuant to Section 2
hereof


 


1.13     “Restriction Period” means
the period beginning on the Date of Grant and ending on the third anniversary
of the Date of Grant.  Notwithstanding
the foregoing, the Restriction Period shall end immediately upon the occurrence
of a Change in Control.


 


2.     Award
of Restricted Shares.  Pursuant to
the Plan and subject to the terms of this Agreement, the Company hereby grants
to the Director  that number of shares of
Common Stock (“Restricted Shares”) identified as the “Number of Shares” on page 1
of this Agreement.  During the
Restriction Period, each certificate representing Restricted Shares shall be
held by the Company or its designee and shall contain the following legend:


 


“This
certificate and the shares of stock represented hereby are subject to the terms
and conditions (including the risks of forfeiture and restrictions against
transfer) contained in the Bank of Hawaii Corporation Amended and Restated
Director Stock Compensation Plan and an Agreement entered into between the
registered owner and Bank of Hawaii Corporation.  Release from such terms and 


 





















 


conditions
shall be made only in accordance with the provisions of the Plan and the
Agreement, a copy of each of which is on file in the office of the Secretary of
Bank of Hawaii Corporation.”


 


2.     Terms,
Conditions and Restrictions. 
Restricted Shares shall be subject to the following terms, conditions
and restrictions in addition to those contained in the Plan:


 


3.1       Prohibitions Against
Sale, Assignment, etc.  Restricted
Shares, the right to vote Restricted Shares and the right to receive dividends
thereon may not be sold, assigned, transferred, exchanged, pledged,
hypothecated or otherwise encumbered during the Restriction Period with respect
to such Restricted Shares.


 


3.2       Forfeiture.  In the event of the Director’s termination of
membership on the Board prior to the lapse of the Restriction Period, the
Restricted Shares shall be forfeited by the Director to the Company and neither
the Director nor any successors, heirs, assigns or personal representatives of
the Director shall thereafter have any further rights or interest in such
Restricted Shares or the certificates representing such Restricted Shares.


 


3.3       Termination of
Restrictions.  In the event the
Restriction Period shall terminate with respect to particular Restricted Shares
and such Restricted Shares shall not theretofore have been forfeited to the
Company, then the Company shall reissue the certificate representing such
Restricted Shares without the legend referred to in Section 2 of this
Agreement and shall deliver such certificate to the Director or his legal
representative.


 


3.4       Effect of Death or
Disability.  If the Director’s
membership on the Board terminates during the Restriction Period due to death
or Disability, the Restriction Period shall be treated as having expired
immediately prior to such death or disability.


 


3.5       Withholding.  The Company’s obligation to deliver shares of
Common Stock upon the termination of the Restriction Period with respect to any
Restricted Shares shall be subject to the satisfaction of applicable federal,
state and local tax withholding requirements.


 


4.     Legends.  The Director agrees that the certificates
evidencing the shares of Common Stock may include any legend which the Board
deems appropriate to reflect the transfer and other restrictions contained in
the Plan, this Agreement, or to comply with applicable laws.


 


5.     Rights
as Stockholder.  Except as provided
in Section 3 hereof, the Director shall have all the rights and privileges
of a stockholder with respect to the Restricted Shares, including (but not
limited to) the right to vote the Restricted Shares and the right to receive
dividends.   All such rights and
privileges shall cease upon forfeiture of the Restricted Shares.


 





















 


6.     Board
Membership.  Neither the grant or
issuance of Restricted Shares pursuant to this Agreement nor any term or
provision of this Agreement shall constitute or be evidence of any
understanding, express or implied, on the part of the Company to retain the
Director as a member of the Board for any period.


 


7.     Subject
to the Plan.  The Restricted Shares
and this Agreement are subject to the terms and conditions of the Plan, which
are incorporated herein by reference and made a part hereof, but the terms of
the Plan shall not be considered an enlargement of any benefits under this
Agreement.  In addition, the Restricted
Shares and this Agreement are subject to any rules and regulations
promulgated by the Board in accordance with its authority under the Plan.


 


8.     Governing
Law.  The validity, construction,
interpretation and enforceability of this Agreement shall be determined and
governed by the laws of the State of Hawaii without giving effect to the
principles of conflicts of laws.


 


9.     Severability.  If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable in any material respect, such
provision shall be replaced with a provision that is as close as possible in
effect to such invalid, illegal or unenforceable provision, and still be valid,
legal and enforceable, and the validity, legality and enforceability of the
remainder of this Agreement shall not in any way be affected or impaired
thereby.


 


IN WITNESS
WHEREOF, the Company has caused this Agreement to be signed on its behalf by
the undersigned, thereunto duly authorized, effective as of the Date of Grant.


 


	
  ATTEST:

  	
  BANK OF
  HAWAII CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO

  	
   

  	
   

  
	
  AS OF THE
  DATE OF GRANT:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DIRECTOR