Exhibit 10.2


 


	
  DIRECTOR:

  
	
  DATE OF GRANT:

  	
  April 29, 2005

  
	
  EXERCISE PRICE:

  	
  $47.35

  
	
  COVERED SHARES:  

  	
  2,057

  
			



 


BANK OF
HAWAII CORPORATION


AMENDED
AND RESTATED


DIRECTOR
STOCK COMPENSATION PLAN


 


*                    *                    *


 


STOCK
OPTION AGREEMENT


 


Definitions.


 


“Agreement” means this Stock Option Agreement.


 


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


 


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


 


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”);


 


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;


 


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


 


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).


 


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


 


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


 


“Covered Shares” means the shares of Common Stock subject to the
Option.


 


“Date of Exercise” means the date on which the Company receives notice
pursuant to Section 4.1 hereof of the exercise, in whole or in part, of
the Option.


 


“Date of Expiration” means the date on which the Option shall expire,
which shall be the earliest of the following times:


 


three months after termination of the Director’s membership on the
Board for any reason other than by reason of death or Disability;


 


one year after termination of the Director’s membership on the Board by
reason of death or Disability; or


 


ten years after the Date of Grant.


 


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


 


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


 


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


 


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


 


“Exercise Price” means the dollar amount per share of Common Stock set
forth on page 1 of this Agreement, as it may be adjusted from time to time
pursuant to Section 11 of the Plan.


 


“Fair Market Value” means, unless otherwise determined by the Board,
the last sale price for a share of Common Stock, as of the relevant date, on
such securities exchange or automated dealer quotation system as reported by
such source as the Board may select, or if the Common Stock is not traded on a
securities exchange or automated dealer quotation system, an amount equal to
the then fair market value of a share of Common Stock as determined by the
Board pursuant to a reasonable method adopted in good faith for such purpose.


 





















 


“Option” means the stock option granted to the Director pursuant to Section 2
hereof.


 


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


 


“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.


 


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


 


Grant of Option.  Pursuant to the Plan and subject to the terms
of this Agreement, the Company hereby grants to the Director, as of the Date of
Grant, the Option to purchase from the Company that number of shares of Common
Stock identified as the “Covered Shares” on page 1 of this Agreement,
exercisable at the Exercise Price.


 


Terms of the Option.


 


Type of Option. 
The Option is intended to be a nonqualified stock option.


 


Option Period; Exercisability.  The Option may be exercised in whole shares
as follows:


 


no part of the Option may be exercised during the
first year following the Date of Grant or at any time after the Date of
Expiration;


 


beginning on the first anniversary of the Date of
Grant, the Option may be exercised as to a maximum of one-third of the Covered
Shares (rounded up to the next whole number of shares);


 


beginning on the second anniversary of the Date of
Grant, the Option may be exercised as to an additional one-third of the Covered
Shares (rounded down to the next whole number of shares); and


 


beginning on the third anniversary of the Date of
Grant, the Option may be exercised as to all of the Covered Shares.


 


Notwithstanding
the foregoing, in the event of a Change in Control or termination of the
Director’s membership on the Board by reason of Disability or death, the Option
shall thereupon become exercisable at any time prior to the Date of Expiration
as to the full number of Covered Shares. 
In no event shall the number of Covered Shares as to which the Option is
exercisable increase after termination of the Director’s membership on the
Board.


 


Nontransferability. The Option is not transferable by
the Director other than by will or by the laws of descent and distribution, and
is exercisable, during the Director’s 
lifetime, only by the Director, or, in the event of the Director’s  legal disability, by the Director’s  legal representative.  Notwithstanding the foregoing, the Director
may, subject to complying with 


 





















 


applicable securities and other laws, transfer the
Option to a trust as to which the Director is both trustee and beneficiary (and
such trust may hold and exercise the Option), and in the event of such
transfer, the Option shall continue to be subject to the terms of this
Agreement and the Plan.


 


Payment of the Exercise Price.  The Director, upon exercise, in whole or in
part, of the Option, may pay the Exercise Price by any or all of the following
means, either alone or in combination:


 


cash or check payable to the order of the Company;


 


delivery (either actual or constructive) of shares of unencumbered
Common Stock (provided that such shares, if acquired under the Option or under
any other option or award granted under the Plan or any other plan sponsored or
maintained by the Company, have been held by the Director for at least six
months or such other period, if any, as determined by the Board) that have an
aggregate Fair Market Value on the Date of Exercise equal to that portion of the
Exercise Price being paid by delivery of such shares; or


 


in accordance with such rules as may be specified by the Board,
delivery to the Company of a properly executed exercise notice and irrevocable
instructions to a registered securities broker promptly to deliver to the
Company cash equal to the Exercise Price for that portion of the Option being
exercised.


 


Exercise.


 


Notice.  The
Option shall be exercised, in whole or in part by the delivery to the Company
of written notice of such exercise, in such form as the Board may from time to
time prescribe, accompanied by full payment of the Exercise Price with respect
to that portion of the Option being exercised.


 


Withholding. 
The Company’s obligation to issue or deliver shares of Common Stock upon
the exercise of the Option shall be subject to the satisfaction of any
applicable federal, state and local tax withholding requirements.


 


Effect.  The
exercise, in whole or in part, of the Option shall cause a reduction in the
number of Covered Shares as to which the Option may be exercised in an amount
equal to the number of shares of Common Stock as to which the Option is
exercised.


 


Representations.  The Director agrees that, upon the issuance
of any shares of Common Stock upon the exercise of the Option, the Director
will, upon the request of the Company, represent and warrant in writing that
the Director (a) has received and reviewed a copy of the Plan; (b) is
capable of evaluating the merits and risks of exercising the Option and
acquiring the shares and able to bear the economic risks of such investment; (c) has
made such investigation as he or she deems necessary and appropriate of the
business and financial prospects of the Company, and (d) is acquiring the
shares for investment only and not with a view to resale or other distribution
thereof.  The Director shall make such
other representations and warranties that the Board may request for the purpose
of complying with applicable law.


 





















 


Legends.  The Director agrees that the certificates
evidencing the shares of Common Stock issued upon exercise of the Option may
include any legend which the Board deems appropriate to comply with applicable
laws.


 


Rights as Stockholder.  The Director shall have no rights as a
stockholder with respect to any shares of Common Stock subject to the Option
until and unless a certificate or certificates representing such shares are
issued to the Director pursuant to this Agreement.


 


Membership on Board.  Neither the grant of the Option evidenced by
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.


 


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


 


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.


 


4.     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