ONE OR MORE OF THE FOLLOWING EVENTS:
(I)
THE ASSIGNMENT TO THE EMPLOYEE OF ANY DUTIES THAT ARE MATERIALLY
INCONSISTENT WITH EMPLOYEE'S DUTIES AS CHIEF EXECUTIVE OFFICER, OR THAT REFLECT
A MATERIAL REDUCTION OF HIS POWERS AND RESPONSIBILITIES;
(II)
EMPLOYEE'S CEASING TO REPORT SOLELY TO THE BOARD OF DIRECTORS;
(III)
A NEGATIVE CHANGE TO EMPLOYEE'S TITLE;
(IV)
THE COMPANY'S MATERIAL BREACH OF ANY OF THE PROVISIONS OF THIS
AGREEMENT, OR A MATERIAL ADVERSE CHANGE IN THE CONDITIONS OF EMPLOYEE'S
EMPLOYMENT (E.G., INCLUDING, WITHOUT LIMITATION, A FAILURE BY THE COMPANY TO
PROVIDE THE EMPLOYEE WITH INCENTIVE COMPENSATION AND BENEFIT PLANS THAT PROVIDE
COMPARABLE BENEFITS AND AMOUNTS AS SUCH TYPE OF PROGRAMS AS ARE PROVIDED TO
OTHER COMPANY EXECUTIVE OFFICERS, ETC.);
(V)
THE RELOCATION OF THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES TO A
LOCATION OUTSIDE OF THE HONOLULU AREA OR THE COMPANY'S REQUIRING THE EMPLOYEE TO
BE BASED ANYWHERE OTHER THAN THE COMPANY'S PRINCIPAL EXECUTIVE OFFICES, EXCEPT
FOR TRAVEL ON COMPANY BUSINESS TO AN EXTENT SUBSTANTIALLY CONSISTENT WITH THE
EMPLOYEE'S POSITION AND RESPONSIBILITIES;
8
(VI)
FOLLOWING A CHANGE IN CONTROL (AS DEFINED IN SECTION 11), EMPLOYEE NOT
REMAINING AS THE CHIEF EXECUTIVE OFFICER OF A SUCCESSOR PUBLICLY-TRADED COMPANY;
OR
(VII)
A FAILURE BY THE COMPANY TO MAINTAIN DIRECTORS' AND OFFICERS' INSURANCE
AS SET FORTH IN SECTION 20.
The Employee agrees to provide the Company thirty (30) days' prior written
notice of any termination for Good Reason within ninety (90) days' of Employee
becoming aware of the occurrence of any of the foregoing (except in the case of
a termination pursuant to subparagraph (vi) hereof), during which 30-day period
the Company shall have the right to cure the circumstances giving rise to the
Good Reason stated in such notice.
In the event of termination for Good Reason,
the Employee shall be eligible to receive compensation pursuant to the
provisions of Section 8 hereof.
E)
TERMINATION BY THE EMPLOYEE WITHOUT GOOD
REASON.
THE EMPLOYEE SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT WITHOUT
GOOD REASON.
IN THE EVENT OF A RESIGNATION BY EMPLOYEE WITHOUT GOOD REASON, THE
COMPANY SHALL PAY THE EMPLOYEE ANY PORTION OF THE EMPLOYEE'S BASE SALARY
ACCRUED, BUT NOT PAID, PRIOR TO THE TERMINATION DATE, ALL OF EMPLOYEE'S EQUITY
COMPENSATION AWARDS SHALL IMMEDIATELY CEASE VESTING, AND ALL OF EMPLOYEE'S
BENEFITS SHALL CEASE, EXCEPT AS OTHERWISE REQUIRED BY LAW OR AS OTHERWISE
PROVIDED HEREIN; PROVIDED THAT EMPLOYEE SHALL RETAIN HIS VESTED EQUITY
COMPENSATION AWARDS AND OTHER VESTED BENEFITS AND RIGHTS UNDER THE COMPANY'S
BENEFIT PLANS IN ACCORDANCE WITH THE TERMS OF SUCH PLANS AND THIS AGREEMENT.
8.
COMPENSATION UPON TERMINATION BY THE
COMPANY OTHER THAN FOR CAUSE OR BY THE EMPLOYEE FOR GOOD REASON.
IF THE
EMPLOYEE'S EMPLOYMENT SHALL BE TERMINATED (I) BY ACT OF THE COMPANY OTHER THAN
FOR CAUSE DURING THE TERM, OR (II) BY THE EMPLOYEE FOR GOOD REASON DURING THE
TERM, THEN SUBJECT TO EMPLOYEE SIGNING AND NOT REVOKING A RELEASE, THE LAPSE OF
ANY STATUTORY PERIOD FOR REVOKING THE RELEASE, AND SUCH RELEASE BECOMING
EFFECTIVE IN ACCORDANCE