Registration No. 333-
As filed with the Securities and Exchange Commission on June 14, 2017
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W ashington, D.C.  20549
___________________
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Territorial Bancorp Inc.
(Exact Name of Registrant as Specified in its Charter)

Maryland
26-4674701
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer Identification No.)

1132 Bishop Street, Suite 2200
Honolulu, Hawaii 96813
(Address of Principal Executive Offices)
 
T erritorial Bancorp Inc. 2010 Equity Incentive Plan as Amended and Restated
(Full Title of the Plan)
 
Copies to:
 
Mr. Allan S. Kitagawa
Lawrence M.F. Spaccasi, Esquire
Chairman of the Board, President
Luse Gorman, PC
and Chief Executive Officer
5335 Wisconsin Ave., N.W., Suite 780
Territorial Bancorp Inc.
Washington, DC 20015-2035
1132 Bishop Street, Suite 2200
(202) 274-2000
Honolulu, Hawaii 96813
 
(808) 946-1400
 
(Name, Address and Telephone
Number of Agent for Service)
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

Large accelerated filer ☐
Accelerated filer ☒
Non-accelerated filer ☐   (Do not check if a smaller reporting company)
Smaller reporting company ☐
Emerging growth company ☐
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


CALCULATION OF REGISTRATION FEE

Title of
Securities
to be
Registered
Amount
to be
Registered (1)
Proposed
Maximum
Offering Price
Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common stock, par value $0.01 per share
250,000 (2)
$31.47 (3)
$7,867,500
$912

_______________________
(1)
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Territorial Bancorp Inc. 2010 Equity Incentive Plan as Amended and Restated (the "Equity Plan") as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of Territorial Bancorp Inc. (the "Company") pursuant to 17 C.F.R. Section 230.416(a).
(2)
Represents the number of shares of common stock reserved for issuance under the Equity Plan for any future grants of restricted stock.
(3)
Determined pursuant to 17 C.F.R. Section 230.457(c).

 
This Registration Statement shall become effective upon filing in accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. § 230.462.
 
2

Explanatory Note

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. This Registration Statement is filed for the purpose of registering an additional 250,000 shares of common stock, $0.01 par value ("Common Stock"), of Territorial Bancorp Inc. (the "Registrant") pursuant to the Territorial Bancorp Inc. 2010 Equity Plan as Amended and Restated (the "Plan"). Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 registering 1,712,637 shares of the Registrant's Common Stock, filed on November 12, 2010 (Registration Statement 333-170579) are incorporated by reference into this Registration Statement, except as amended hereby. Pursuant to General Instruction E of Form S-8, all information that has been incorporated by reference from the original registration statement is not repeated in this Registration Statement.

PART I.
Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I and II of Form S-8 have been or will be sent or given to participants in the Stock Benefit Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II.
Item 3.  Incorporation of Documents by Reference
The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
a)  The Company's Annual Report on Form 10-K for the year ended December 31, 2016 (File No. 001-34403), filed with the Commission on March 15, 2017, pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;
b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of the year covered by the Annual Report on Form 10-K referred to in (a) above; and
c) The description of the Company's common stock contained in the Registration Statement on Form 8-A filed with the Commission  on July 8, 2009 (File No. 001-34403).
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, after the date hereof, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.  Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.
3

Item 8.  List of Exhibits.

Regulation S-K
Exhibit Number
 
Document
 
Reference to Prior Filing or
Exhibit No. Attached Hereto
         
4
 
Form of Common Stock Certificate
 
*
         
5
 
Opinion of Luse Gorman, PC
 
Attached as Exhibit 5
         
10.1
 
Territorial Bancorp Inc. 2010 Equity Incentive Plan as Amended and Restated
 
**
         
10.2
 
Form of Restricted Stock Unit Award Agreement (performance-based vesting)
 
Attached as Exhibit 10.2
         
10.3
 
Form of Restricted Stock Unit Award Agreement (time-based vesting)
 
Attached as Exhibit 10.3
         
23.1
 
Consent of Luse Gorman, PC
 
Contained in Exhibit 5
         
23.2
 
Consent of Independent Registered Public Accounting Firm (Moss Adams LLP)
 
Attached as Exhibit 23.2
         
23.3
 
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
 
Attached as Exhibit 23.3
         
24
 
Power of Attorney
 
Contained on Signature Page

*
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-155388) originally filed by the Company under the Securities Act of 1933 with the Commission on November 14, 2008, and all amendments or reports filed for the purpose of updating such description.

**
Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Territorial Bancorp Inc. (File No. 001-34403), filed by Territorial Bancorp Inc. under the Securities Exchange Act of 1934 on April 24, 2017.
 
4
SIGNATURES

The Registrant.   Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Honolulu, State of Hawaii, on this 14 th day of June, 2017.

TERRITORIAL BANCORP INC.


By:           /s/ Allan S. Kitagawa
Allan S. Kitagawa
Chairman of the Board, President and Chief Executive Officer
(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of Territorial Bancorp Inc. (the "Company") hereby severally constitute and appoint Allan S. Kitagawa, as our true and lawful attorney and agent, to do any and all things in our names in the capacities indicated below which said Allan S. Kitagawa may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be granted and shares of common stock to be issued upon the exercise of stock options to be granted under the Territorial Bancorp Inc. 2010 Equity Incentive Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Allan S. Kitagawa shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
Signatures
 
Title
 
Date
         
         
 /s/ Allan S. Kitagawa
 
Chairman of the Board, President
 
June 14, 2017
 Allan S. Kitagawa
 
and Chief Executive Officer
   
   
(Principal Executive Officer)
   
         
         
 /s/ Melvin M. Miyamoto
 
Senior Vice President
 
June 14, 2017
 Melvin M. Miyamoto
 
and Chief Financial Officer
   
   
(Principal Financial and Accounting
   
   
Officer)
   
         
         
 /s/ Howard Y. Ikeda
 
Director
 
June 14, 2017
 Howard Y. Ikeda
       
         
         
  /s/ David S. Murakami
 
Director
 
June 14, 2017
 David S. Murakami
       
         
         
 /s/ Kirk W. Caldwell
 
Director
 
June 14, 2017
 Kirk W. Caldwell
       
         
         
  /s/ Richard I. Murakami
 
Director
 
June 14, 2017
 Richard I. Murakami
       
         
         
 /s/ Francis E. Tanaka
 
Director
 
June 14, 2017
 Francis E. Tanaka
       
         
         
         


EXHIBIT INDEX

Regulation S-K
Exhibit Number
 
Document
 
Reference to Prior Filing or
Exhibit No. Attached Hereto
         
4
 
Form of Common Stock Certificate
 
*
         
5
 
Opinion of Luse Gorman, PC
 
Attached as Exhibit 5
         
10.1
 
Territorial Bancorp Inc. 2010 Equity Incentive Plan as Amended and Restated
 
**
         
10.2
 
Form of Restricted Stock Unit Award Agreement (performance-based vesting)
 
Attached as Exhibit 10.2
         
10.3
 
Form of Restricted Stock Unit Award Agreement (time-based vesting)
 
Attached as Exhibit 10.3
         
23.1
 
Consent of Luse Gorman, PC
 
Contained in Exhibit 5
         
23.2
 
Consent of Independent Registered Public Accounting Firm (Moss Adams LLP)
 
Attached as Exhibit 23.2
         
23.3
 
Consent of Independent Registered Public Accounting Firm (KPMG LLP)
 
Attached as Exhibit 23.3
         
24
 
Power of Attorney
 
Contained on Signature Page

*
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-1 (File No. 333-155388) originally filed by the Company under the Securities Act of 1933 with the Commission on November 14, 2008, and all amendments or reports filed for the purpose of updating such description.

**
Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of Territorial Bancorp Inc. (File No. 000-34403), filed by Territorial Bancorp Inc. under the Securities Exchange Act of 1934 on April 24, 2017.

EXHIBIT 5
 
LUSE GORMAN, PC
ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com


June 14, 2017

Board of Directors
Territorial Bancorp Inc.
1132 Bishop Street
Suite 2200
Honolulu, Hawaii 96813

Re:
Territorial Bancorp Inc.   – Registration Statement on Form S-8

Members of the Board of Directors:

You have requested the opinion of this firm as to certain matters in connection with the registration of an additional 250,000 shares of common stock, par value $0.01 per share (the "Shares"), of Territorial Bancorp Inc. (the "Company") to be issued pursuant to the Territorial Bancorp Inc. 2010 Equity Incentive Plan as Amended and Restated (the "Equity Plan").

In rendering the opinion expressed herein, we have reviewed the Articles of Incorporation of the Company, the Equity Plan, the Company's Registration Statement on Form S-8 (the "Form S-8"), as well as applicable statutes and regulations governing the Company.  We have assumed the authenticity, accuracy and completeness of all documents in connection with the opinion expressed herein.  We have also assumed the legal capacity and genuineness of the signatures of persons signing all documents in connection with which the opinions expressed herein are rendered.

Based on the foregoing, we are of the following opinion:

Following the effectiveness of the Form S-8, the Shares of the Company, when issued in accordance with the terms and conditions of the Equity Plan, will be legally issued, fully paid and non-assessable.

This opinion has been prepared solely for the use of the Company in connection with the preparation and filing of the Form S-8, and should not be used for any other purpose or relied upon by any other person without the prior express written consent of this firm.  We hereby consent to the use of this opinion in the Form S-8.

 
Very truly yours,
   
   
 
/s/ Luse Gorman, PC
 
LUSE GORMAN, PC
   


EXHIBIT 10.2

FORM OF

Restricted Stock Unit Award Agreement
(performance-based vesting)

Granted by

TERRITORIAL BANCORP INC.

under the

TERRITORIAL BANCORP INC.
2010 EQUITY INCENTIVE PLAN
(As Amended and Restated)

This restricted stock unit agreement (" Restricted Stock Unit Award Agreement " or " Award   Agreement ") is and shall be subject in every respect to the provisions of the Territorial Bancorp Inc. 2010 Equity Incentive Plan, as amended and restated (the " Plan "), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Award Agreement.  A copy of the Plan has been provided to the person granted a Restricted Stock Unit Award pursuant to the Plan.  The holder of this Restricted Stock Unit Award (the " Participant ") hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Award Agreement, and agrees that all decisions under and interpretations of the Plan and this Award Agreement by the Committee appointed to administer the Plan (" Committee ") or the Board of Directors of Territorial Bancorp Inc. (the " Company ") shall be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used in this Award Agreement but not defined in this Award Agreement shall have the same meaning as in the Plan.
For valuable consideration, the Company does hereby grant to the Participant a Restricted Stock Unit Award for the number of restricted stock units (the " Restricted Stock Units ") as set forth below, effective on the Date of Grant set forth below. The Restricted Stock Unit Award granted under this Award Agreement is intended to qualify as "qualified performance-based compensation" as described in Section 162(m)(4)(C) of the Code. The Restricted Stock Units granted under this agreement shall, subject to the attainment of certain performance goals set forth below (the " Performance Goals "), relating to the Performance Measures, vest and become payable in shares of common stock of the Company (the " Shares "), subject to earlier expiration or termination of the Restricted Stock Units, as provided in this Award Agreement.

Name of Participant : _____________________________________  
Date of Grant : __________________________________________  
P erformance Period : _____________________________________

Target Number of Restricted Stock Units: The actual number of Shares that may become issuable pursuant to this Award Agreement shall be determined in accordance with Section 1 below.  For purposes of the percentage calculations set forth in the Performance Goal Requirements section, the target number of Restricted Stock Units is __________.
1 . Vesting Schedule . The number of Restricted Stock Units granted under this Award Agreement that actually vest and that will be settled shall be determined as provided under Section 1.1 hereof on the basis of the level (i.e., Target, Threshold or Stretch) at which the Performance Goal specified on attached Schedule I is actually attained.
 
1.1 Performance Goal Requirements . The attached Schedule I specifies the Performance Goals required to be attained during the Performance Period in order for the Restricted Stock Units to become eligible to vest and the relative weight attached to each Performance Goal. Within one hundred and twenty (120) days after the completion of the Performance Period, the Committee shall determine and certify the actual level of attainment of the Performance Goal. On the basis of that certified level of attainment, the Target Number Restricted Stock Units will be multiplied by the applicable percentage determined in accordance with the percentile matrix set forth in Schedule I (the " Performance RSUs "). The number of Performance RSUs resulting from such calculation shall constitute the maximum number of Restricted Stock Units in which the Participant may vest under this Award Agreement. The Committee will determine in its sole discretion and certify in accordance with the requirements of Section 162(m) of the Code the extent, if any, to which the Performance Goal has been satisfied, and it will retain sole discretion to reduce the number of Performance RSUs that would otherwise be eligible to vest as a result of the performance as measured against the Performance Goal. The Committee may not increase the number of Performance RSUs that may be eligible to vest as a result of the Company's performance as measured against the Performance Goal.

2. Dividend Equivalent Rights. Pending distribution or forfeiture of the Restricted Stock Units, the Participant's bookkeeping account will be credited with Dividends Equivalent Rights with respect to all dividends declared on the shares underlying the Restricted Stock Units, regardless of whether the Restricted Stock Units are vested or unvested.

3. Form and Timing of Payment of Vested Units.  Each Restricted Stock Unit Award represents the right to receive one Share of common stock on the date the Restricted Stock Unit Award vests. Subject to the other terms of this Award Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the Participant solely in whole Shares (and not in cash, as the Plan permits), on, or as soon as practicable after, the date the Restricted Stock Units vest in accordance with Section 1hereof (or, if sooner, Sections 4.2-4.6 hereof), but in any event, within the period ending on the later to occur of the date that is two and one-half months following the end of (i) the Participant's tax year that includes the date the Restricted Stock Units vest or (ii) the Company's tax year that includes the date the Restricted Stock Units vest.
 
4. Termination of Employment; Change of Control.
4.1 Termination of Employment.  Except as provided in Sections 4.2-46 below, the Restricted Stock Units subject to this Award Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant's Termination of Service for any reason, including without limitation, voluntary termination by the Participant.

4.2 Death. A portion of this   Restricted Stock Unit Award shall vest immediately in the event of the Participant's Termination of Service by reason of the Participant's death.  The portion of the Restricted Stock Unit Award that vests upon death shall equal the Target Number of Performance RSUs multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
4.3 Involuntary Termination of Employment. A portion of this   Restricted Stock Unit Award shall continue to vest in the event of the Participant's Involuntary Termination of Employment, including for Good Reason.  The number of Restricted Stock Units that vest will be determined in accordance with Section 1.1 hereof, multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
4.4 Disability. If the Participant's Service terminates by reason of the Participant's Disability, the Participant's unvested Restricted Stock Unit Award shall continue to vest.  The number of Restricted Stock Units that vest will be determined in accordance with Section 1.1 hereof, multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
4.5 Retirement. If the Participant's Service terminates by reason of the Participant's Retirement, a pro rata portion of the Participant's unvested Restricted Stock Unit Awards shall continue to vest.  The number of Restricted Stock Units that vest will be determined in accordance with Section 1.1 hereof, multiplied by a fraction, where the numerator equals the number of months that have elapsed since the beginning of the performance period until the Retirement date and the denominator equals 36. For purposes of this Award, Retirement means retirement from employment as an Employee on or after attainment of age 65.
4.6 Change in Control. A portion of this   Restricted Stock Unit Award shall vest immediately in the event of the Participant's Involuntary Termination of Employment following a Change in Control.  The portion of the Restricted Stock Unit Award that vests upon an Involuntary Termination of Service shall be based on actual performance under Section 1.1 hereof.  If the actual performance is not determinable, the number shall equal the Target Number of Performance RSUs multiplied by a fraction, where the numerator equals the number of months that have elapsed since the Date of Grant and the denominator equals 36.
5. Withholding.  The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units and any Dividend Equivalent Rights on such Restricted Stock Units paid to the Participant at the time the Restricted Stock Units vest.  Unless the Participant delivers a separate check payable to the Company in the amount of the taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant's wages.  The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following:
 
(a) withholding from the Participant's wages or other cash compensation;
(b) withholding from proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or
(c) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the common stock on the principal exchange on which the common stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award.
6. Code Section 409A.  The Restricted Stock Unit Award and payments made pursuant to this Award Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Award Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Award Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Award Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Award Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Award Agreement.
7 . Nature of Grant.  In accepting the Restricted Stock Units, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (b) grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) the Participant's participation in the Plan is voluntary; (e) Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary, and that are outside the scope of the Participant's employment contract, if any; (f) Restricted Stock Units and the Shares subject to Restricted Stock Units are not intended to replace any pension rights or compensation; (g) unless provided for elsewhere,
 
Restricted Stock Units and the Shares subject to Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (h) the award of Restricted Stock Units and the Participant's participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (j) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws), and the Participant irrevocably releases the Company and/or the Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (k) except as otherwise provided for in this Award Agreement or the Plan, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of the date that the Participant's Service is terminated and will not be extended by any notice period mandated under local law ( e.g. , active employment would not include a period of "garden leave" or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of this Award Agreement.
8. No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Plan before taking any action related to the Plan.
9. Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the provisions of this Award Agreement.
10. Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Restricted Stock Units granted pursuant to this Award may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances.
11. Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
12. No Rights as Shareholder. Except as provided in this Restricted Stock Award Agreement, t he Participant will not have dividend, voting or any other rights as a shareholder of the Shares of common stock with respect to the Restricted Stock Units. Upon payment of the vested Restricted Stock Units in Shares of common stock, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company.
 
13. Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
14. Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Stock Units and on any Shares of common stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings (as provided in Section 6 above) that may be necessary to accomplish the foregoing.
By the Participant's signature and the Company's signature below, the Participant and the Company agree that this grant is governed by this Award Agreement and the Plan.
[Signature Page Follows]


IN WITNESS WHEREOF , the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Unit Award set forth above.
TERRITORIAL BANCORP INC.
By:_______________________________  
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan.  The undersigned hereby acknowledges receipt of a copy of the Plan.

___________________________________
Participant


SCHEDULE I
to
Restricted Stock Units Award Agreement
(Performance-Based)
PERFORMANCE GOAL
The Performance Goal shall be based on the Company's attainment over the Performance Period of the Performance Measures (defined below). Attainment of the Performance Goal at the levels in the following performance matrix will determine, in accordance with Section 1.1 of the Award Agreement to which this Schedule I is attached, the number of Performance RSUs in which the Participant is eligible to vest.
The Objective Performance Goals are [described].
 
     
RSU Award Payout
Value Assigned to
Performance Goal
 
 
 
  
 
 
   
—  
  
             %
   
—  
  
             %
   
—  
  
             %
 
   
 


Performance Goal
Target
Threshold
Stretch
       
       
       


EXHIBIT 10.3



FORM OF

Restricted Stock Unit Award Agreement
(time-based vesting)

Granted by

TERRITORIAL BANCORP INC.

under the

TERRITORIAL BANCORP INC.
2010 EQUITY INCENTIVE PLAN
(As Amended and Restated)

This restricted stock unit agreement (" Restricted Stock Unit Award Agreement " or " Award   Agreement ") is and shall be subject in every respect to the provisions of the Territorial Bancorp Inc. 2010 Equity Incentive Plan, as amended and restated (the " Plan "), which are incorporated herein by reference and made a part hereof, subject to the provisions of this Award Agreement.  A copy of the Plan has been provided to the person granted a Restricted Stock Unit Award pursuant to the Plan.  The holder of this Restricted Stock Unit Award (the " Participant ") hereby accepts this Restricted Stock Unit Award, subject to all the terms and provisions of the Plan and this Award Agreement, and agrees that all decisions under and interpretations of the Plan and this Award Agreement by the Committee appointed to administer the Plan (" Committee ") or the Board of Directors of Territorial Bancorp Inc. (the " Company ") shall be final, binding and conclusive upon the Participant and the Participant's heirs, legal representatives, successors and permitted assigns. Capitalized terms used in this Award Agreement but not defined in this Award Agreement shall have the same meaning as in the Plan.
For valuable consideration, the Company does hereby grant to the Participant a Restricted Stock Unit Award for the number of restricted stock units (the " Restricted Stock Units ") as set forth below, effective on the Date of Grant set forth below. The Restricted Stock Units shall vest and become payable in shares of Stock of the Company (the " Shares ") according to the vesting schedule described below, subject to earlier expiration or termination of the Restricted Stock Units, as provided in this Award Agreement.

Name of Participant : ___________________________  
Date of Grant : ________________________________    
Total number of Restricted Stock Units : ____________
 
Vesting Schedule :
 1.   Form and Timing of Payment of Vested Units.

1.1   This Restricted Stock Unit Award represents the right to receive one Share of common stock on the date the Restricted Stock Unit Award vests (the "Vesting Date").  This Restricted Stock Unit Award will vest in approximately equal annual installments over a three (3) year period, commencing on the first anniversary of the Date of Grant and continuing on each annual anniversary thereafter.  No fractional Restricted Stock Units will vest.  Any fractional Restricted Stock Unit will roll over and shall vest on the next vesting date on which, when aggregated with all or part of another fractional Restricted Stock Unit, it comprises a whole Restricted Stock Unit.

1.2   Subject to the other terms of this Awards Agreement and the terms of the Plan, any Restricted Stock Units that vest will be paid to the Participant solely in whole Shares of Stock (and not in cash, as the Plan permits), on, or as soon as practicable after, the Vesting Date or, if earlier, as provided in this Award Agreement, but in any event, within the period ending on the later to occur of the date that is two and one-half months from the end of (i) the Participant's tax year that includes the applicable vesting date or (ii) the Company's tax year that includes the applicable vesting date.
 2.   Dividend Equivalent Rights. Pending distribution or forfeiture of the Restricted Stock Units, the Participant's bookkeeping account will be credited with Dividends Equivalent Rights with respect to all dividends declared on the shares underlying the Restricted Stock Units, regardless of whether the Restricted Stock Units are vested or unvested.
  3.                Termination of Service
3.1 Termination of Employment. Except as provided in Sections 3.2-3.6 below, the Restricted Stock Units subject to this Award Agreement shall immediately terminate and be automatically forfeited by the Participant to the Company upon the Participant's Termination of Service for any reason, including without limitation, voluntary termination by the Participant.

3.2 Death. Any unvested portion of this   Restricted Stock Unit Award shall vest immediately in the event of the Participant's Termination of Service by reason of the Participant's death.
3.3 Involuntary Termination of Employment. A portion of this   Restricted Stock Unit Award shall vest immediately in the event of the Participant's Involuntary Termination of Employment, including for Good Reason.  The portion of the Restricted Stock Unit Award that vests upon an Involuntary Termination of Service shall equal the number of unvested Restricted Stock Units multiplied by a fraction, where the numerator equals the whole number of months that have elapsed since the last vesting date and the denominator equals the number of whole months from the last vesting date to the end of the 36 month vesting period.
3.4 Disability.  Any unvested portion of this   Restricted Stock Unit Award shall vest immediately in the event of the Participant's Termination of Service by reason of the Participant's Disability.
 
3.5 Retirement. If the Participant's Service terminates by reason of the Participant's Retirement, the Participant's unvested Restricted Stock Unit Awards shall continue to vest, provided that, at the request of the Company the Participant serves as a consultant to the Company following Retirement.   For purposes of this Award, Retirement means retirement from employment as an Employee on or after attainment of age 65.  An Employee who is also a Director shall not be deemed to have terminated due to Retirement until both Service as an Employee and Service as a Director have ceased.
3.6 Change in Control. Any unvested portion of this   Restricted Stock Unit Award shall vest immediately in the event of an Involuntary Termination of Employment, including for Good Reason, following a Change in Control.  The portion of the Restricted Stock Unit Award that vests upon a Change in Control shall equal the number of unvested Restricted Stock Units at the time of an Involuntary Termination of Employment, including for Good Reason, following the Change in Control.
4.       Withholding. The Company shall collect federal, state and local income taxes and the employee portion of the FICA taxes (Social Security and Medicare) with respect to the Restricted Stock Units and any Dividend Equivalent Rights on such Restricted Stock Units paid to the Participant at the time those Restricted Stock Units vest.  Unless the Participant delivers a separate check payable to the Company in the amount of taxes required to be withheld from the Participant, the Company shall withhold those taxes from the Participant's wages.  The Participant hereby authorizes the Company to satisfy the withholding obligations by one or a combination of the following: (a) withholding from the Participant's wages or other cash compensation; (b) withholding from proceeds of the sale of Shares issued in settlement of the vested Restricted Stock Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant's behalf pursuant to this authorization), to the extent and in the manner permitted by all applicable securities laws, including making any necessary securities registration or taking any other necessary actions; or (c) withholding in Shares to be issued in settlement of the vested Restricted Stock Units that number of whole Shares the fair market value of which (determined by reference to the closing price of the common stock on the principal exchange on which the common stock trades on the date the withholding obligation arises, or if such date is not a trading date, on the next preceding trading date) is equal to the aggregate withholding obligation as determined by the Company and/or the Employer with respect to such Award.
5.       Code Section 409A. The Restricted Stock Unit Award and payments made pursuant to this Award Agreement and the Plan are intended to qualify for an exemption from Code Section 409A. Notwithstanding any other provision in this Award Agreement and the Plan, the Company, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify this Award Agreement and/or the Plan so that the Restricted Stock Units granted to the Participant qualify for exemption from or comply with Code Section 409A; provided, however, that the Company makes no representations that the Restricted Stock Units shall be exempt from or comply with Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Restricted Stock Units. Nothing in this Award Agreement or the Plan shall provide a basis for any person to take action against the Company or any affiliate based on matters covered by Code Section 409A, including the tax treatment of any amount paid or payable or Award made under this Award Agreement, and neither the Company nor any of its affiliates shall under any circumstances have any liability to any Participant or his or her estate or any other party for any taxes, penalties or interest imposed under Code Section 409A for any amounts paid or payable under this Award Agreement.
 
6 .       Nature of Grant.  In accepting the Restricted Stock Units, the Participant acknowledges that: (a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time; (b) grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units even if Restricted Stock Units have been granted repeatedly in the past; (c) all decisions with respect to future awards of Restricted Stock Units, if any, will be at the sole discretion of the Company; (d) the Participant's participation in the Plan is voluntary; (e) Restricted Stock Units are extraordinary items that do not constitute regular compensation for services rendered to the Company or any Subsidiary, and that are outside the scope of the Participant's employment contract, if any; (f) Restricted Stock Units and the Shares subject to Restricted Stock Units are not intended to replace any pension rights or compensation; (g) unless provided for elsewhere, Restricted Stock Units and the Shares subject to Restricted Stock Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, redundancy or end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary; (h) the award of Restricted Stock Units and the Participant's participation in the Plan shall not be interpreted to form an employment contract or relationship with the Company or any Subsidiary; (i) the future value of the underlying Shares is unknown and cannot be predicted with certainty; (j) in consideration of the award of Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from termination of employment with the Company or any Subsidiary (for any reason whatsoever and whether or not in breach of local labor laws), and the Participant irrevocably releases the Company and/or the Subsidiary from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, the Participant shall be deemed irrevocably to have waived his or her entitlement to pursue such claim; and (k) except as otherwise provided for in this Award Agreement or the Plan, in the event of involuntary termination of the Participant's employment (whether or not in breach of local labor laws), the Participant's right to receive Restricted Stock Units and vest under the Plan, if any, will terminate effective as of the date that the Participant's Service is terminated and will not be extended by any notice period mandated under local law ( e.g. , active employment would not include a period of "garden leave" or similar period pursuant to local law), and the Company shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of this Award Agreement.
7.       No Advice Regarding Grant.  The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the Plan, or the Participant's acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding the Participant's participation in the Plan before taking any action related to the Plan.
 
 
8.       Undertaking. The Participant hereby agrees to take whatever additional action and execute whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either the Participant or the Restricted Stock Units pursuant to the provisions of this Award Agreement.
9.       Restrictions on Transfer. Notwithstanding anything in the Plan to the contrary, the Restricted Stock Units granted pursuant to this Award may not be sold, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose), assigned, hypothecated, transferred, disposed of in exchange for consideration, made subject to attachment or similar proceedings, or otherwise disposed of under any circumstances.
10.       Severability.  The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
11.       No Rights as Shareholder. Except as provided in this Restricted Stock Award Agreement, t he Participant will not have dividend, voting or any other rights as a shareholder of the Shares of common stock with respect to the Restricted Stock Units. Upon payment of the vested Restricted Stock Units in Shares of common stock, the Participant will obtain full dividend, voting and other rights as a shareholder of the Company.
12.       Electronic Delivery.  The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
13.       Imposition of Other Requirements.  The Company reserves the right to impose other requirements on the Participant's participation in the Plan, on the Restricted Stock Units and on any Shares of common stock acquired under the Plan, to the extent that the Company determines it is necessary or advisable in order to comply with local law or facilitate the administration of the Plan, and to require the Participant to sign any additional agreements or undertakings (as provided in Section 6 above) that may be necessary to accomplish the foregoing.
By the Participant's signature and the Company's signature below, the Participant and the Company agree that this grant is governed by this Award Agreement and the Plan.

IN WITNESS WHEREOF , the Company has caused this instrument to be executed in its name and on its behalf as of the date of grant of this Restricted Stock Unit Award set forth above.
TERRITORIAL BANCORP INC.
By: ________________________  
PARTICIPANT'S ACCEPTANCE
The undersigned hereby accepts the foregoing Restricted Stock Unit Award and agrees to the terms and conditions hereof, including the terms and provisions of the Plan.  The undersigned hereby acknowledges receipt of a copy of the Plan.
Participant

____________________________


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) of Territorial Bancorp Inc. of our report dated March 15, 2017, relatingto the consolidated financial statements and the effectiveness of internal control over financial reporting of Territorial Bancorp Inc. which report appears in the Form 10-K of Territorial Bancorp Inc. for the year ended December 31, 2016.

/s/ Moss Adams LLP
Portland, Oregon
June 14, 2017


Consent of Independent Registered Public Accounting Firm

The Board of Directors
Territorial Bancorp Inc.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Territorial Bancorp Inc. of our report dated March 13, 2015, with respect to the consolidated statements of income, comprehensive income, stockholders' equity, and cash flows of Territorial Bancorp Inc. and subsidiaries for the year ended December 31, 2014, which report appears in the December 31, 2016 annual report on Form 10-K of Territorial Bancorp Inc.

/s/ KPMG LLP

Honolulu, Hawaii
June 14, 2017