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