HEI Exhibit 10.7(f)
RESTRICTED STOCK UNIT
AGREEMENT
PURSUANT TO
THE 1987 STOCK OPTION AND
INCENTIVE PLAN OF
HAWAIIAN ELECTRIC INDUSTRIES,
INC.
This Restricted Stock Unit Agreement
(this “Agreement”) is made and entered into as of
[DATE] (the “Date of Grant”), by and between Hawaiian
Electric Industries, Inc., a Hawaii corporation (the
“Company”), and [NAME] (the “Participant”).
Capitalized terms not defined herein shall have the meanings
assigned to them in the 1987 Stock Option and Incentive Plan of
Hawaiian Electric Industries, Inc., as amended (the
“Plan”).
1. Number of Units . The
Company hereby grants to the Participant [XXXX] Restricted Stock
Units, subject to all of the terms and conditions of this Agreement
and the Plan.
2. Lapse of Restrictions;
Settlement . Subject to Section 4 below, the restrictions
with respect to the Restricted Stock Units shall lapse in
accordance with the schedule attached hereto as Exhibit A .
Upon the lapse of restrictions relating to a Restricted Stock Unit,
the Company shall, no later than sixty (60) days following the
date on which such restrictions lapse, issue to the Participant (or
the Participant’s beneficiary designated on the form attached
hereto as Exhibit B , as the case may be), net of any
withholding for taxes in accordance with Section 8, one share
of Common Stock (in either certificated or book entry form) in
settlement of each Restricted Stock Unit with respect to which such
restrictions have lapsed.
3. Adjustments . If the
outstanding shares of Common Stock are adjusted into a different
number or kind of shares or other securities, or if additional
shares or new or different shares or other securities are
distributed with respect to such shares of Common Stock or other
securities, through merger, consolidation, sale of all or
substantially all of the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such
shares of Common Stock or other securities, then, pursuant to
Section 9.1 of the Plan, an appropriate and proportionate
adjustment shall be made in the number and kind of Restricted Stock
Units subject to this Agreement. The Company will make cash
payments in settlement of any fractional Restricted Stock Units at
the time the shares are issued.
4. Termination of Service
.
(a) If the Participant’s
employment or service with the Company or any subsidiary is
terminated for any reason other than death, Disability or
Retirement, the Participant shall forfeit any or all of the
Restricted Stock Units for which the restrictions have not yet
lapsed (the “Unvested Units”).
(b) If the Participant’s
employment or service with the Company or any subsidiary is
terminated by reason of death, Disability or Retirement, then
(i) restrictions based on performance which could still have
been satisfied absent such termination of employment shall be
deemed to have been satisfied and (ii) restrictions based on
lapse of time shall be deemed to have lapsed pro-rata based on a
ratio in which the numerator is the number of completed
quarters
from the date of grant to the date of
termination and the denominator is the total number of quarters
from the date of grant to the date the restrictions lapse in
accordance with the schedule set forth in Exhibit A hereto,
and the Participant shall forfeit all remaining Unvested Units. As
used in this Agreement, a “quarter” is a calendar
quarter, and a “completed quarter” requires employment
or service from the first day through the last day of the quarter.
However, in that calendar quarter in which the Restricted Stock
Units are granted, a completed quarter only requires employment or
service from the date of grant through the last day of that
quarter.
(c) For purposes of this Agreement,
“Disability” shall mean that the Participant is
(i) unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months or (ii) by
reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving
income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Company.
(d) For purposes of this Agreement,
“Retirement” shall mean the Participant’s
termination of employment with the Company and all of its
subsidiaries (other than a termination for Cause) at any time upon
or after the Participant’s attainment of the minimum age and
years of continuous employment as defined in the
Participant’s respective company’s retirement
plan.
(e) For purposes of this Agreement,
“Cause” shall mean:
(i) the willful failure by the
Participant to perform his or her duties to the Company or any
subsidiary within the 15-day period following written notice from
the Company or any subsidiary stating that failure to resume such
duties may result in Participant’s termination of
employment;
(ii) any willful or grossly
negligent act, or commission of a felony or misdemeanor, by the
Participant that materially harms (monetarily or otherwise) the
business or reputation of the Company or its
subsidiaries;
(iii) the conviction of the
Participant of (or the pleading by the Participant of guilty or
nolo contendere to) any misdemeanor involving fraud or
embezzlement or any felony; or
(iv) any misappropriation or
embezzlement of the property of the Company or its subsidiaries
(whether or not a misdemeanor or felony).
(f) Except as provided in Sections
4(a) and 4(b) hereof, the restrictions on Unvested Units shall
otherwise terminate in accordance with the schedule for the lapse
of the restrictions set forth in Exhibit A
hereto.
5. Notices . All notices and
other communications under this Agreement shall be in writing and
shall be given by facsimile or first class mail, certified or
registered with return
2
receipt requested, and shall be deemed to have
been duly given three days after mailing or 24 hours after
transmission by facsimile.
6. Rights as a Stockholder .
Subject to the restrictions set forth in the Plan and this
Agreement, the Participant shall not have any of the rights or
privileges of a stockholder of the Company with respect to the
Restricted Stock Units granted pursuant to this Agreement unless
and until shares of Common Stock have been issued and delivered to
the Participant following the lapse of restrictions on such
Restricted Stock Units. Notwithstanding the foregoing, the
Participant shall have the right to receive dividends with respect
to the Restricted Stock Units, which dividends shall accumulate and
be paid upon the delivery of the underlying shares of Common Stock
in accordance with Section 2 hereof. The dividends shall be
calculated as follows: on each date that a cash dividend is paid by
the Company while the Restricted Stock Units are outstanding, the
Participant shall be credited with an amount in cash equal to the
aggregate dollar amount of the cash dividends that would have been
paid on the Restricted Stock Units had the Restricted Stock Units
been issued as shares of Common Stock on the date of the dividend.
The amount of the cash dividends credited to the Participant
pursuant to this Section 6 shall be subject to the same terms
and conditions as are applicable to the Restricted Stock Units
awarded hereunder (including without limitation as to time of
vesting and payment) and may be reduced to satisfy any or all of a
Participant’s tax liabilities owed in connection with the
Restricted Stock Units granted pursuant to this
Agreement.
7. Protections Against Violations
of Agreement . No purported sale, assignment, mortgage,
hypothecation, alienation, transfer, pledge, encumbrance, gift,
transfer in trust or other disposition of, or creation of a
security interest in or lien on, any of the Restricted Stock Units
(or the underlying shares of Common Stock) by any holder thereof in
violation of the provisions of this A
