HEI Exhibit 10.4
HAWAIIAN ELECTRIC INDUSTRIES,
INC.
EXECUTIVE INCENTIVE
COMPENSATION PLAN (EICP)
Pursuant to Section 3.1 of the
1987 Stock Option and Incentive Plan of Hawaiian Electric
Industries, Inc. as amended and restated effective January 22,
2008, the Compensation Committee of the Board of Directors of
Hawaiian Electric Industries, Inc. (HEI) establishes and adopts the
following Executive Incentive Compensation Plan (EICP).
The purpose of the EICP is to
encourage a high level of performance by HEI and its subsidiaries
(the “Company”) through the establishment of specific
financial and/or nonfinancial goals, the accomplishment of which
will require a high degree of competence and diligence on the part
of certain key employees of the Company selected to participate in
the EICP, and will be beneficial to the owners and customers of the
Company.
The following definitions apply to
the EICP:
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2.1
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“Award” means payment made in
accordance with the provisions of the EICP.
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2.2
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“Board of
Directors” means the Board of Directors of HEI.
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2.3
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“Committee” means the Compensation
Committee of the Board of Directors of HEI.
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2.4
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“Deferred
Account” means an unfunded account within which a
Participant’s deferred Awards and accrued interest are
accumulated.
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2.5
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“Executives” means the senior
officers and managers responsible for determining business and
strategic policies.
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2.6
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“Fair
Market Value” means, as of any determination date, the
average of the daily high and low sales prices of the Common Stock
as quoted in the New York Stock Exchange on the date as of which
Fair Market Value is to be determined, or if there is no trading of
Common Stock on such date, the average of the daily high and low
sales prices of the Common Stock as quoted on the New York Stock
Exchange on the next preceding date on which there was trading in
such shares, or if the Common Stock is not admitted to trade on the
New York Stock Exchange, the Fair Market Value shall be determined
by the Committee in such other reasonable manner as the Committee
shall decide.
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2.7
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“HEI
Common Stock” means the Common Stock of HEI.
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2.8
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“Participant” means an employee
selected to participate in the EICP.
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2.9
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“Performance Goals” means the
performance objectives of the Company established for the purpose
of determining any incentive Award for a Plan Year.
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2.10
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“Plan
Year” means the calendar year.
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The EICP provides an opportunity for
Participants to earn annual incentive compensation Awards depending
on the level of Company and individual performance. Performance
will be based on a twelve-month period beginning January 1 and
ending December 31. Awards may be in cash or HEI Common Stock
at the option of the Committee. Awards to Participants are based
primarily on Company Performance Goals and may be partially based
on other factors including individual Performance Goals. Minimum
financial performance “hurdles” may be established that
must be exceeded before any Award is made. When Awards are granted,
payments will be made in cash and/or HEI Common Stock at the sole
discretion of the Committee, and such payments will be made shortly
after the end of each Plan Year unless voluntarily deferred by the
Participant. HEI Common Stock awards are subject to the
availability of authorized shares.
The EICP will be adminis
