Exhibit 4.7


 


PERFORMANCE SHARES AGREEMENT


PURSUANT TO


THE 2010 EQUITY AND INCENTIVE PLAN OF


HAWAIIAN ELECTRIC INDUSTRIES, INC.


 


This
Performance Shares Agreement (“Agreement”) is made and entered into as of [Date] (the “Date of Grant”), by and between Hawaiian
Electric Industries, Inc., a Hawaii corporation (the “Company”), and [Name] (the “Employee”). 
Capitalized terms not defined herein shall have the meanings assigned to
them in the 2010 Equity and Incentive Plan of Hawaiian Electric Industries, Inc.,
as amended (the “Plan”).


 


WHEREAS,
the Compensation Committee of the Company’s Board of Directors or a
subcommittee thereof (hereinafter referred to as the “Committee”), appointed to
administer the Plan, has determined that it would be to the advantage and best
interest of the Company and its shareholders to grant to the Employee performance
shares pursuant to the Plan as an inducement to the Employee to remain in the
service of the Company or its Subsidiary and as a long-term incentive for
sustained high levels of performance for the Company and its Subsidiaries; and


 


WHEREAS,
the Committee has instructed the Company to issue said performance shares, as
authorized under the Plan, pursuant to the terms and conditions set forth
herein;


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto do hereby agree as follows:


 


1.                                       Number of Shares; Escrow. 
The Company hereby grants to the Employee [number of
shares] performance shares of Common Stock (the “Performance Shares”),
subject to all of the terms and conditions of this Agreement and the Plan.  Subject to Section 5 hereof, such Performance
Shares shall be evidenced by stock certificates, which certificates shall be
registered in the name of the Employee and shall bear the restrictive legends
described in Section 6 hereof.  The
stock certificates representing the Performance Shares shall be endorsed in
blank and deposited by Employee with the Secretary of the Company and shall be
held in escrow by the Secretary as escrow holder until the restrictions on such
shares shall have been satisfied or lapsed. 
The Employee shall also deposit with the Secretary as escrow holder any
stock, securities or other property which the Employee is entitled to receive
with respect to the Performance Shares granted to Employee by reason of any of
the events described in Section 3 (other than cash dividends received),
and such stock, securities and other property will be subject to the same restrictions
imposed on the Performance Shares until the lapse of such restrictions in
accordance with this Agreement.


 


2.                                       Lapse of Restrictions. 
Subject to Section 4 below, the restrictions on transfer set forth
in Section 6 hereof shall lapse in accordance with the schedule attached
hereto as Exhibit A.  Upon
each lapse of restrictions relating to the Performance Shares, the Company
shall issue to the Employee (or the Employee’s beneficiary designated on the
form attached 


 

















 


hereto as Exhibit B, as the case may be),
net of any withholding for taxes in accordance with Section 10 below, a
stock certificate representing one share of Common Stock, free of the
restrictive legend described in Section 6 hereof, in exchange for each Performance
Share with respect to which such restrictions have lapsed.  The Employee shall provide any signatures and
instruments of transfer with respect to the certificates held in escrow by the
Secretary to permit cancellation of such legended certificates prior to the
issuance by the Company of unlegended certificates representing shares as to
which restrictions have lapsed.  If,
notwithstanding the escrow requirement described above, certificates
representing such Performance Shares shall have theretofore been delivered to
the Employee, the stock certificate representing such Performance Shares shall
be returned to the Company, complete with any necessary signatures or
instruments of transfer, prior to the issuance by the Company of such
unlegended certificate representing unrestricted shares of Common Stock.


 


3.                                       Adjustments and Modifications.  In
the event of a Change in Capitalization, an appropriate and proportionate equitable
adjustment shall be made in accordance with Section 6 of the Plan in the number
and kind of Performance Shares subject to this Agreement.  The Company will make cash payments in lieu
of any fractional shares.  This Agreement
may also be modified, in the discretion of the Committee, both with regard to
the Vesting Schedule attached as Exhibit A hereto and termination,
by leaves of absence, changes from full to part time employment, partial
disability or other changes in Employee’s status.


 


4.                                       Termination of Service.


 


(a)                                  If the Employee’s employment or service
with the Company or any Subsidiary is terminated for any reason (including, but
not limited to, voluntary termination by Employee or termination without Cause
(including, but not limited to, termination due to elimination of Employee’s
position)) other than death, Disability or Retirement, the Employee shall
forfeit any or all of the Performance Shares for which the restrictions on
transfer set forth in Section 6 hereof and Exhibit A hereto
and Section 10 of the Plan have not yet lapsed (the “Unvested Shares”).


 


(b)                                 If the Employee’s employment or service
with the Company or any subsidiary is terminated by reason of death, Disability
or Retirement, then (i) restrictions on transfer based on Performance Goals
shall lapse based on actual performance during the full performance period and (ii) restrictions
based on lapse of time shall be deemed to have lapsed pro rata based on a ratio
in which the numerator is the number of completed months of the remaining
restrictions that have elapsed from the Date of Grant to the date of termination
and the denominator is the total number of months of the remaining restrictions
from the Date of Grant to the date the restrictions lapse in accordance with Exhibit A
hereto and the Employee shall be entitled to receive an unlegended certificate
representing the number of shares of Common Stock, if any, as to which
restrictions shall have been satisfied and lapsed, and the Employee shall
forfeit all remaining Unvested Shares.  As
used in this Agreement, a “month” is a calendar month, and a “completed month”
requires employment or service from the first day through the last day of the
month.  However, in that calendar month
in which the Performance Shares are granted, a completed month only requires
employment or service from the Date of Grant through the last day of that
month.


 


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(c)                                  Except as provided in Sections 4(a) and
4(b) hereof, the restrictions on transfer of Unvested Shares shall
otherwise terminate in accordance with the schedule for the lapse of the
restrictions on transfer set forth in Exhibit A hereto.


 


5.                                       Transfer of the Unvested Shares upon
Forfeiture.  The Employee hereby authorizes and directs
the Secretary of the Company, or such other person designated by the Company,
to take such steps as may be necessary to cause the transfer to the Company of
the Unvested Shares that have been forfeited by the Employee.


 


6.                                       Legend on Certificates. 
The Employee agrees that any certificates issued for Performance Shares (including
shares received as a result of stock dividends, stock splits or other forms of
recapitalization) prior to the lapse of any outstanding restrictions relating
thereto shall be inscribed with the following legend (in addition to any other
legend or legends required under applicable federal and state securities laws):


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AND RIGHTS OF FORFEITURE (THE “RESTRICTIONS”) AS SET FORTH IN THE 2010
EQUITY AND INCENTIVE PLAN OF HAWAIIAN ELECTRIC INDUSTRIES, INC. AND AN
AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND HAWAIIAN ELECTRIC
INDUSTRIES, INC., COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE
COMPANY.  ANY ATTEMPT TO DISPOSE OF THESE
SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE,
ASSIGNMENT, TRANSFER, ALIENATION, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE
NULL AND VOID AND WITHOUT EFFECT.


 


7.                                       Notices.  All notices
and other communications under this Agreement shall be in writing and shall be
given by hand delivery, facsimile or first class mail and shall be deemed to
have been duly given upon hand delivery, or three days after mailing or 24
hours after transmission by facsimile. 
Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary and any notice to be
given to the Employee shall be addressed to him at the address given beneath
his signature hereto.  By a notice given
pursuant to this Section 7, either party may hereafter designate a
different address for notices to be given to such party.  Any notice which is required to be given to
the Employee shall, if the Employee is then deceased, be given to the Employee’s
personal representative if such representative has previously informed the
Company of his status and address by written notice under this Section 7.


 


8.                                       Rights as a Stockholder. 
Subject to the restrictions set forth in the Plan and this Agreement,
the Employee shall possess all incidents of ownership with respect to the Performance
Shares, including the right to receive dividends with respect to such Performance
Shares and to vote such Performance Shares. 
With respect to Performance Shares that are still subject to the
restrictions set forth in Section 6 hereof, property that the Employee is
entitled to receive with respect to such Performance Shares by reason of an
event described in Section 3 herein (other than cash dividends received)
shall be subject to the restrictions imposed on such Performance Shares.


 


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9.                                       Protections Against Violations of
Agreement.  No purported sale, assignment, mortgage,
hypothecation, alienation, transfer, pledge, encumbrance, gift, transfer in
trust (voting or other) or other disposition of, or creation of a security
interest in or lien on, any of the Performance Shares by any holder thereof in
violation of the provisions of this Agreement or the Plan will be valid, and
the Company will not transfer any of such Performance Shares on its books nor
will any of such shares be entitled to vote, nor will any dividends be paid
thereon, unless and until there has been full compliance with such provisions
to the satisfaction of the Company.  The
foregoing restrictions are in addition to and not in lieu of any other
remedies, legal or equitable, available to enforce said provisions.


 


10.                                 Taxes.  The Employee
shall pay to the Company promptly upon request, and in any event at the time
the Employee recognizes taxable income with respect to the Performance Shares (or,
if the Employee makes an election under section 83(b) of the Internal
Revenue Code of 1986, as amended (the “Code”) in connection with such grant),
an amount of taxes the Company determines is the statutory minimum it is
required to withhold under applicable tax laws with respect to the Performance
Shares.  The Employee may satisfy the
foregoing requirement by making a payment to the Company in cash or, with the
consent of the Company, by delivering already owned unrestricted shares of
Common Stock, in each case, having a value equal to the minimum amount of tax
required to be withheld.  The Company may
also withhold such amount from the Employee’s cash compensation or the shares
of unrestricted Common Stock otherwise deliverable to the Employee.  Such shares shall be valued at their Fair
Market Value on the date as of which the amount of tax to be withheld is
determined.  Fractional share amounts
shall be settled in cash.  The Employee
shall promptly notify the Company of any election made pursuant to section 83(b) of
the Code.  A form of such election is
attached hereto as Exhibit C.


 


THE
EMPLOYEE ACKNOWLEDGES THAT IT IS THE EMPLOYEE’S SOLE RESPONSIBILITY AND NOT THE
COMPANY’S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b) OF THE
CODE, EVEN IF THE EMPLOYEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE
THIS FILING ON THE EMPLOYEE’S BEHALF.


 


11.                                 Failure to Enforce Not a Waiver. 
The failure of the Company to enforce at any time any provision of this
Agreement shall in no way be construed to be a waiver of such provision or of
any other provision hereof.


 


12.                                 Governing Law. 
This Agreement shall be governed by and construed according to the laws
of the State of Hawaii without regard to its principles of conflict of laws.


 


13.                                 Incorporation of Plan. 
The Plan is hereby incorporated by reference and made a part hereof, and
the Performance Shares and this Agreement shall be subject to all terms and
conditions of the Plan.


 


14.                                 Entire Agreement; Relationship to the
Plan.  This Agreement and the Plan set forth the
sole entire agreement and understanding between the parties as to the subject
matter hereof, and merge with and supersede all prior and contemporaneous
discussions, agreements and understandings of every and any nature between them
with respect to the subject 


 


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matter hereof. 
Except to the extent provided in Section 3 or 17 hereof, and except
to the extent that provisions hereof are by their terms subject to any
subsequent amendment of the Plan, this Agreement may not be changed or
modified, except by agreement in writing, signed by the Company and the
Employee.  In the event of any conflict
or inconsistency between this Agreement and the Plan as written on the Date of
Grant, the Plan shall govern.


 


15.                                 Survival of Terms. 
This Agreement shall apply to and bind the Employee, the Employee’s
heirs, legatees, executors and administrators, the Company and the Company’s
legal successors.


 


16.                                 Agreement Not a Contract for Services. 
Neither the Plan, the granting of the Performance Shares, this Agreement
nor any other action taken pursuant to the Plan shall constitute or be evidence
of any agreement or understanding, express or implied, that the Employee has a
right to continue to provide services as an officer, director, employee,
consultant or advisor of the Company or any Subsidiary or Affiliate of the
Company for any period of time or at any specific rate of compensation, or
shall interfere with or restrict in any way the rights of the Company and its
Subsidiaries, which are hereby expressly reserved, to discharge the Employee at
any time for any reason whatsoever, with or without Cause.


 


17.                                 Authority of the Committee. 
The Committee shall have full authority to interpret and construe the
terms of the Plan and this Agreement. 
The determination of the Committee as to any such matter of
interpretation or construction, including as to any adjustment or related
matter under Section 3 or any matter under Section 4, shall be final,
binding and conclusive.


 


18.                                 Representations. 
The Employee has reviewed with his or her own tax advisors the federal,
state, local and foreign tax consequences of the transactions contemplated by
this Agreement.  The Employee is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents.  The Employee
understands that he or she (and not the Company) shall be responsible for any
tax liability that may arise as a result of the transactions contemplated by
this Agreement.


 


19.                                 Acceptance.  The Employee
hereby acknowledges receipt of a copy of the Plan and this Agreement.  The Employee has read and understands the
terms and provisions thereof, and accepts the Performance Shares subject to all
the terms and conditions of the Plan and this Agreement.  The Employee hereby agrees to accept as
binding, conclusive and final all decisions or interpretations of the Committee
upon any questions arising under the plan
and this Agreement.


 


20.                                 Execution of Agreement; Committee Action.  No
certificates representing Performance Shares of Common Stock shall be issued to
Employee until this Agreement shall have been signed by an officer of the
Company and by the Chair or other member of the Committee, such execution on
behalf of the Committee to signify that this Agreement, the award of Performance
Shares made hereby and the conditions upon which the restrictions on the Performance
Shares shall lapse or be satisfied, have been approved by the Committee either
at a meeting of the Committee or by the unanimous written consent of its
members.


 


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21.                                 Severability. 
If one or more of the provisions of this Agreement shall be held
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby and the invalid, illegal or unenforceable provisions shall be deemed
null and void; provided, however, to the extent permissible by law, any
provisions which could be deemed null and void shall first be construed,
interpreted or revised retroactively to permit this Agreement to be construed
so as to foster the intent of this Agreement and the Plan and to avoid any such
finding of invalidity, illegality or unenforceability.


 


22.                                 Headings.  Headings in
this Agreement are used solely for the convenience of the parties and shall not
be deemed to be a limitation upon or descriptive of the contents of any Section hereof.


 


23.                                 No Limit on Other Arrangements.


 


(a)                                  Nothing contained
in this Agreement shall be construed to prevent the Company or any Subsidiary
thereof from adopting or continuing in effect other compensation arrangements,
which may, but need not, provide for the grant of any type of equity-based
award (subject to stockholder approval if such approval is required).


 


(b)                                 Nothing
contained in this Agreement shall be construed to prevent the Company or any
Subsidiary thereof from taking any corporate action which is deemed by it to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Performance Shares granted under this Agreement.  No employee, beneficiary or other person
shall have any claim against the Company or any subsidiary thereof as a result
of any such action.


 


24.                                 Signature in Counterparts. 
This Agreement may be signed in two or more counterparts, each of which
shall be deemed an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.


 


IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
as of the Date of Grant.


 


 


	
  HAWAIIAN ELECTRIC INDUSTRIES,
  INC.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Chair
  or Member of the Compensation Committee

  	
   

  	
  Employee’s
  Name: [Name]

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Employee’s
  Social Security Number: [SSN]

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Senior
  Vice President, General Counsel, Secretary & Chief Administrative
  Officer

  	
   

  	
  Employee’s
  Address:

  



 


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Exhibit A


 


VESTING SCHEDULE


 


Subject
to Sections 10 and 12 of the Plan and Section 4 of the Agreement to which
this Exhibit A is attached, the restrictions on transfer set forth
in Section 6 hereof and Section 10 of the Plan shall lapse if:


 


Employee
is continually employed by HEI or its Subsidiaries from the date of the Agreement
to which this Exhibit A is attached through the [Date]; and


 


The
following Performance Goals are met:  [PERFORMANCE GOALS]


 

















 


Exhibit B


 


BENEFICIARY DESIGNATION


 


This
beneficiary designation is made in accordance with the Agreement to which this Exhibit B
is attached, the Employee hereby makes an:


 


o  INITIAL DESIGNATION OF
BENEFICIARY


OR


o  REVISED DESIGNATION OF
BENEFICIARY


 


I
hereby direct that, in the event of my death prior to delivery of the stock
certificates contemplated to be delivered by the Agreement to which this
Beneficiary Designation is attached, such stock certificates be issued in the
name of and be delivered to, and any cash amounts payable in accordance with
the Agreement be paid to:


 


	
  Name

  	
   

  	
   

  	
  Relationship

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security No.

  	
   

  	
   

  	
  Date
  of Birth

  	
   

  
							



 


This
beneficiary designation revokes any and all other beneficiary designations
under the Agreement made prior to the date of this designation.


 


By
signing below, I acknowledge that I have read and understood the foregoing.


 


 


	
  Signed
  by

  	
   

  	
   

  	
  Date

  	
   

  
	
  Employee

  	
   

  	
   

  	
   

  



 


 


Receipt
acknowledged


Hawaiian
Electric Industries, Inc.


 


	
  By

  	
   

  	
   

  	
  Date

  	
   

  



 

















 


Exhibit C


 


ELECTION UNDER SECTION 83(b) OF THE


INTERNAL REVENUE CODE OF 1986


 


The
undersigned taxpayer hereby elects, pursuant to section 83(b) of the Internal
Revenue Code of 1986, as amended, to include in taxpayer’s gross income for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayer’s receipt of the property described below:


 


1.                                       The name,
address, taxpayer identification number and taxable year of the undersigned are
as follows:


 


NAME
OF TAXPAYER:


 


ADDRESS:


 


IDENTIFICATION
OR SOCIAL SECURITY NO. OF TAXPAYER:


 


TAXABLE
YEAR:


 


2.                                       The property
with respect to which the election is made is described as follows:               
shares (the “Shares”) of the Common Stock of Hawaiian Electric Industries, Inc.
(the “Company”).


 


3.                                       The date on
which the property was transferred is:                                ,
20      .


 


4.                                       The property is
subject to the following restrictions:


 


The
Shares may not be transferred and are subject to forfeiture under the terms of
an agreement between the taxpayer and the Company.  These restrictions lapse upon the
satisfaction of certain conditions in such agreement.


 


5.                                       The fair market
value at the time of transfer, determined without regard to any restriction
other than a restriction which by its terms will never lapse, of such property
is:  $                 .


 


6.                                       The amount (if
any) paid for such property is:  $                             .


 


The
undersigned has submitted a copy of this statement to the person for whom the
services were performed in connection with the undersigned’s receipt of the
above-described property.  The transferee
of such property is the person performing the services in connection with the
transfer of said property.


 


The
undersigned understands that the foregoing election may not be revoked except
with the consent of the Commissioner of Internal Revenue.


 


	
  Taxpayer:

  	
   

  	
   

  	
  Dated: