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
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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"