Maryland
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26-4674701
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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Mr. Allan S. Kitagawa
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Lawrence M.F. Spaccasi, Esquire
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Chairman of the Board, President and Chief Executive Officer
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Luse Gorman, PC.
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Territorial Bancorp Inc.
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5335 Wisconsin Ave., N.W., Suite 780
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1132 Bishop Street, Suite 2200
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Washington, DC 20015-2035
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Honolulu, Hawaii 96813
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(202) 274-2000
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(808) 946-1400
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(Name, Address and Telephone
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Number of Agent for Service)
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Large accelerated filer ◻
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Accelerated filer ⌧
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Non-accelerated filer ◻ (Do not check if a smaller reporting company)
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Smaller reporting company ⌧
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Emerging growth company ◻
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Title of
Securities
to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
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Common stock, par value $0.01 per share
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150,000
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$25.88
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$3,882,000
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$504 (2)
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(1)
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Represents the maximum number of shares of the registrant’s common stock, par value $0.01 (“Common Stock”) reserved for issuance under the Territorial Bancorp Inc. 2019 Equity Incentive Plan (the “Equity
Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”) this registration statement also covers additional shares that may become issuable under the Equity Plan by reason of certain corporate
transactions or events, including any 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).
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(2)
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Determined pursuant to 17 C.F.R. Section 230.457(h) and based upon the high and low sales price of the Company’s Common Stock as reported on the Nasdaq Global Select Market.
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Regulation S-K
Exhibit Number
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Document
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Reference to Prior Filing or
Exhibit No. Attached Hereto
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*
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Attached as Exhibit 5
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**
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Attached as Exhibit 10.2
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Attached as Exhibit 10.3
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Attached as Exhibit 10.4
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Attached as Exhibit 10.5
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Attached as Exhibit 10.6
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Attached as Exhibit 10.7
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Contained in Exhibit 5
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Attached as Exhibit 23.2
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Contained on Signature Page
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* |
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.
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** |
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 16, 2019.
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TERRITORIAL BANCORP INC.
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By:
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/s/ Allan S. Kitagawa | |
Allan S. Kitagawa
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Chairman of the Board, President and Chief Executive Officer
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(Duly Authorized Representative)
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Signatures
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Title
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Date
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/s/ Allan S. Kitagawa
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Chairman of the Board, President and
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March 9, 2020
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Allan S. Kitagawa
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Chief Executive Officer
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(Principal Executive Officer)
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/s/ Melvin M. Miyamoto
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Senior Vice President
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March 9, 2020 | ||
Melvin M. Miyamoto
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and Chief Financial Officer | |||
(Principal Financial and Accounting Officer) | ||||
/s/ Kirk W. Caldwell
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Director
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March 9, 2020 | ||
Kirk W. Caldwell
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/s/ Howard Y. Ikeda
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Director | March 9, 2020 | ||
Howard Y. Ikeda
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Signatures
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Title
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Date
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/s/ Jennifer Isobe
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Director
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March 9, 2020 | ||
Jennifer Isobe
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/s/ David S. Murakami
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Director
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March 9, 2020 | ||
David S. Murakami
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/s/ John M. Ohama
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Director
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March 9, 2020 | ||
John M. Ohama
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/s/ Francis E. Tanaka
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Director | March 9, 2020 | ||
Francis E. Tanaka
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Re: |
Territorial Bancorp Inc. – Registration Statement on Form S-8
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Very truly yours,
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/s/ Luse Gorman, PC
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LUSE GORMAN, PC
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Percentage of
Option Vested
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Number of Shares Available for Exercise
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Vesting Date
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the
Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become
fully exercisable for a period of one year following the Involuntary Termination of Service, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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11.1 |
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any Options that would otherwise have vested under this Award will
vest, if not already vested. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the
Option, if less.
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11.2
11.3
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Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any Options that would otherwise have vested under this
Award will vest, if not already vested. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
Retirement. If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited.
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11.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options that have not been
exercised will expire and be forfeited.
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11.5 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability,
Retirement or for Cause, or an Involuntary Termination of Service upon a Change in Control, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following
termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited.
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11.6 |
Incentive Option Treatment. The Incentive Stock Options granted hereunder are subject to the requirements of Section 421 of the Internal Revenue Code. No Option will be
eligible for treatment as an Incentive Stock Option in the event such Option is exercised more than three months following Termination of Service (except in the case of Termination of Service due to death). In order to obtain Incentive
Stock Option treatment for Options exercised by heirs or devisees of the Participant, the Participant’s death must have occurred while the Participant was employed or within three months of the Participant’s Termination of Service.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
Except as otherwise provided by the Committee, Incentive Stock Options under the Plan are not transferable except (1) as designated by the Participant by will or by the laws of descent and distribution, (2) to
a trust established by the Participant, or (3) between spouses incident to a divorce or pursuant to a domestic relations order, provided, however, that in the case of a transfer described under (3), the Option will not qualify as an
Incentive Stock Option as of the day of such transfer.
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12.4 |
This Option will be governed by and construed in accordance with the laws of the State of Hawaii.
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12.5
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The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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12.6
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Under current tax laws, an Option that is exercised as an Incentive Stock Option is not subject to ordinary income taxes so long as it is held for the requisite holding period, e.g., two (2)
years from the date of grant of the Option and one (1) year from the date of exercise, whichever is later. A Non-Qualified Stock Option will be subject to income tax withholding at the time of exercise. Upon the exercise of a
Non-Statutory Stock Option, the Participant shall be required to satisfy the minimum required federal, state and local tax withholding in the manner or manners permitted by the Company.
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12.7
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This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price. [ ] Withhold a sufficient number of shares to pay minimum required taxes [ ] Calculate minimum
required withholding and I will submit payment.
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A check (personal, certified or cashier’s) in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.*
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Please sell ______ shares from my Option shares through my broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with
this election.
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Percentage of
Option Vested
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Number of Shares Available for Exercise
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Vesting Date
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8.1 |
Delivery of Shares. Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the
Securities Act) and the applicable requirements of any securities exchange or similar entity.
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9.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Options held by the Participant, whether or not exercisable at such time, will become fully exercisable for a period
of one year following the Involuntary Termination of Service, subject to the expiration provisions otherwise applicable to the Option.
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9.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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11.1 |
Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any Options that would otherwise have vested under this Award will
vest, if not already vested. This Option may thereafter be exercised by the Participant’s legal representative or beneficiaries for a period of one year following Termination of Service due to death or the remaining unexpired term of the
Option, if less.
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11.2 |
Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any Options that would otherwise have vested under this
Award will vest, if not already vested. This Option may thereafter be exercised for a period of one year following Termination of Service due to Disability or the remaining unexpired term of the Option, if less.
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11.3 |
Retirement. If the Participant’s Service terminates due to Retirement, this Option may thereafter be exercised, to the extent it was exercisable at the time of such
termination, for a period of one year following Termination of Service due to Retirement or the remaining unexpired term of the Option, if less. All unvested Options will be forfeited. For purposes of the Plan and this Agreement,
“Service” shall include service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
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11.4 |
Termination for Cause. In the event of the Participant’s Termination of Service for Cause, all Options that have not been
exercised will expire and be forfeited.
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11.5 |
Other Termination. In the event of the Participant’s Termination of Service for any reason other than due to death, Disability,
Retirement or for Cause, or an Involuntary Termination of Service upon a Change in Control, this Option may thereafter be exercised, to the extent it was exercisable at the time of such termination, for a period of three months following
termination, subject to termination on the Option’s expiration date, if earlier. All unvested Options will be forfeited. For purposes of the Plan and this Agreement, “Service” shall include service as a non-employee Director of the
Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
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12.1 |
No Option will confer upon the Participant any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such rights.
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12.2 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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12.3 |
In the discretion of the Committee, a Non-Qualified Stock Option granted under the Plan may be transferable by the Participant, provided, however, that such transfers will be limited to Immediate Family Members
of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations, and provided, further, that such transfers are not made for consideration to the Participant.
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12.4 |
This Option will be governed by and construed in accordance with the laws of the State of Hawaii.
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12.5
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The granting of this Option does not confer upon the Participant any right to be retained in the employ of the Company or any subsidiary.
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12.6
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This Stock Option Award, or any portion of this Award, is subject to forfeiture in accordance with the requirements of Section 7.17 of the Plan.
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Cash or personal, certified or cashier’s check in the sum of $_______, in full/partial payment of the purchase price.
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Stock of the Company with a fair market value of $______ in full/partial payment of the purchase price.*
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A “net settlement” of the Option whereby I direct the Company to withhold a sufficient number of shares to satisfy the purchase price. [ ] Withhold a sufficient number of shares to pay minimum required taxes [ ] Calculate minimum
required withholding and I will submit payment.
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A check (personal, certified or cashier’s) in the sum of $_______ and stock of the Company with a fair market value of $______, in full payment of the purchase price.*
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Please sell ______ shares from my Option shares through my broker in full/partial payment of the purchase price. If my broker requires additional forms in order to consummate this “broker cashless exercise,” I have included them with
this election.
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5. |
Grant of Restricted Stock Award.
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6. |
Terms and Conditions.
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8.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock subject to this Agreement will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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(i)
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Death. In the event of the Participant’s Termination of Service by reason of the Participant’s death, any shares of Restricted Stock that would otherwise have vested under
this Award will vest, if not already vested.
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(ii)
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Disability. In the event of the Participant’s Termination of Service by reason of the Participant’s Disability, any shares of Restricted Stock that would otherwise have
vested under this Award, if not already vested.
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(iii)
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Termination for Cause. If the event of the Participant’s Termination of Service for Cause, all Restricted Stock subject to this
Agreement that has not vested will expire and be forfeited.
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(iv)
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Other Termination. If the event of the Participant’s Termination of Service for any reason other than due to death, Disability or
for Cause, other than an Involuntary Termination of Service following a Change in Control, all shares of Restricted Stock subject to this Agreement which have not vested as of the date of Termination of Service will expire and be
forfeited. For purposes of the Plan and this Agreement, “Service” means service as a non-employee Director of the Company or a Subsidiary, as the case may be, and shall include service as a director emeritus or advisory director.
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11.1 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2 |
A Restricted Stock Award is not transferable prior to the time the Award vests in the Participant.
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11.3 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Hawaii.
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11.4 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not
be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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8.1 |
In the event of the Participant’s Involuntary Termination following a Change in Control, all Restricted Stock subject to this Agreement will become fully vested.
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8.2 |
A “Change in Control” will be deemed to have occurred as provided in Section 4.2 of the Plan.
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11.1 |
This Agreement may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Participant.
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11.2 |
A Restricted Stock Award is not transferable prior to the time the Award vests in the Participant.
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11.3 |
This Restricted Stock Award will be governed by and construed in accordance with the laws of the State of Hawaii.
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11.4 |
This Restricted Stock Award is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Company will not
be obligated to issue any shares of stock hereunder if the issuance of such shares would constitute a violation of any such law, regulation or order or any provision thereof.
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11.5 |
This Restricted Stock Award is subject to required federal, state and local tax withholding, which may be effected in the manner or manners permitted by the Company.
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RSU Award Payout
Value Assigned to
Performance Goal
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—
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_______ %
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—
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_______ %
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—
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_______ %
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Performance Goal
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Target
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Threshold
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Stretch
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