Exhibit 10.2
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DIRECTOR:
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DATE OF GRANT:
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April 29, 2005
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EXERCISE PRICE:
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$47.35
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COVERED SHARES:
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2,057
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BANK OF HAWAII
CORPORATION
AMENDED AND
RESTATED
DIRECTOR STOCK COMPENSATION
PLAN
*
*
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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
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