EXHIBIT 10.28 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT, dated as of November 20, 2002, between BancWest Corporation, a Delaware corporation ("SELLER"), and BNP Paribas, a French societe anonyme ("BUYER"). WHEREAS, Seller owns all 3,276,535...Stock Purchase Agreement • April 15th, 2003 • Bancwest Corp/Hi • State commercial banks • New York
AMONGMerger Agreement • May 11th, 2001 • Bancwest Corp/Hi • State commercial banks • Delaware
AMONGMerger Agreement • July 20th, 2001 • Bancwest Corp/Hi • State commercial banks • Delaware
RECITALSStock Option Agreement • February 26th, 1999 • Bancwest Corp/Hi • State commercial banks • California
2 3 in which it has most recently been filed, or transmitted for filing, with the Commission on or prior to the date of this Agreement, being hereinafter called the "Prospectus"; any reference herein to any Preliminary Prospectus or the Prospectus...Underwriting Agreement • June 11th, 1999 • Bancwest Corp/Hi • State commercial banks • New York
RECITALSStockholder Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
1 EXHIBIT 10.22 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the date specified in Section 14(i) below as the Effective Date, by and between Walter A. Dods, Jr. (the "Employee") and BancWest Corporation, a Delaware corporation (the...Employment Agreement • May 14th, 2001 • Bancwest Corp/Hi • State commercial banks • Delaware
SUBLEASESublease • March 17th, 1999 • Bancwest Corp/Hi • State commercial banks
EX-2 AGREEMENT AND PLAN OF MERGER dated as of February 25, 1999Merger Agreement • February 26th, 1999 • Bancwest Corp/Hi • State commercial banks • California
ARTICLE IMerger Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
Underwriting AgreementUnderwriting Agreement • January 24th, 2017 • First Hawaiian, Inc. • State commercial banks • New York
BancWest Corporation, a Delaware corporation (the “Selling Stockholder”), and a wholly owned subsidiary of BNP Paribas, a corporation organized and domiciled in France (“BNPP”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of First Hawaiian, Inc., a Delaware corporation (the “Company”). The Firm Shares and the
2 3 If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the...Pricing Agreement • June 11th, 1999 • Bancwest Corp/Hi • State commercial banks
1 EXHIBIT 10.17 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into as of the date specified below as the effective date (the "Effective Date"), by and between DON J. MCGRATH (the "Employee") and FIRST HAWAIIAN, INC., a Delaware corporation (the...Employment Agreement • March 17th, 2000 • Bancwest Corp/Hi • State commercial banks • Delaware
1 EXHIBIT 4(II) REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of November 1, 1998 (this "Agreement"), between First Hawaiian, Inc., a Delaware corporation (the "Company") and Banque Nationale de Paris, a societe anonyme or...Registration Rights Agreement • November 5th, 1998 • Bancwest Corp/Hi • State commercial banks • Delaware
EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF MARCH 15, 2004Merger Agreement • May 13th, 2004 • Bancwest Corp/Hi • State commercial banks • Delaware
WAIVER LETTERStandstill Agreement • July 16th, 2001 • Bancwest Corp/Hi • State commercial banks
EXHIBIT 1. First Hawaiian, Inc. (HC) is the parent holding company of First Hawaiian Bank (BK), a bank.Exhibit • April 28th, 1997 • First Hawaiian Inc • State commercial banks
AGREEMENTMerger Agreement • June 1st, 1998 • First Hawaiian Inc • State commercial banks • Delaware
Underwriting AgreementUnderwriting Agreement • February 1st, 2019 • First Hawaiian, Inc. • State commercial banks • New York
BancWest Corporation, a Delaware corporation (the “Selling Stockholder”), and a wholly owned subsidiary of BNP Paribas, a corporation organized and domiciled in France (“BNPP”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 24,859,750 shares (the “Shares”) of common stock, par value $0.01 per share (“Stock”), of First Hawaiian, Inc., a Delaware corporation (the “Company”). For the avoidance of doubt, references to the Company or the Company and its subsidiaries, for all periods, shall not include BancWest Holding, Inc., a Delaware corporation, Bank of the West, a California chartered bank, or any of their subsidiaries that were spun off from the Company (each, a “Spin Entity” and. collectively, the “Spin Entities”) as part of the “Reorganization Transactions” described in “Item 7. Management’s Discussion and Analysis Of Financial Conditions And Results of Operations - Reorganizati
BANCWEST CAPITAL I BANCWEST CAPITAL II PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED TO THE EXTENT SET FORTH IN THE GUARANTEES BY BANCWEST CORPORATION Underwriting AgreementUnderwriting Agreement • December 6th, 2000 • Bancwest Corp/Hi • State commercial banks • New York
EXHIBIT 10.25 TERMINATION PROTECTION AGREEMENT THIS AGREEMENT is entered into as of the date specified in Section 2 below as the Effective Date, by and between BancWest Corporation, a Delaware corporation, and Donald G. Horner (the "Executive")....Termination Protection Agreement • May 14th, 2001 • Bancwest Corp/Hi • State commercial banks • Delaware
Form of Underwriting AgreementUnderwriting Agreement • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
BancWest Corporation, a Delaware corporation (the “Selling Stockholder”), and a wholly owned subsidiary of BNP Paribas, a corporation organized and domiciled in France (“BNPP”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [·] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [·] additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of First Hawaiian, Inc., a Delaware corporation (the “Company”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are herein collectively called the “Shares”. For the avoidance of doubt, references to the Company or the Company and its subsidiaries, for all periods, shall not include BancWest Holding, Inc., a Delaware corporation, Bank of the West, a California
WAIVER LETTER May 4, 2001Waiver Letter • August 15th, 2001 • Bancwest Corp/Hi • State commercial banks
EXHIBIT 10.17 Termination of Split Dollar Agreement And Release of Interest ("Termination and Release") WHEREAS, First Hawaiian Bank, a Hawaii corporation (hereafter, the "Employer") has entered into a Split Dollar Agreement dated February 1, 1993...Termination of Split Dollar Agreement • March 29th, 2004 • Bancwest Corp/Hi • State commercial banks
SHARE REPURCHASE AGREEMENT dated as of July 26, 2018 among BNP Paribas, BancWest Corporation and First Hawaiian, Inc.Share Repurchase Agreement • August 1st, 2018 • First Hawaiian, Inc. • State commercial banks • New York
This Share Repurchase Agreement, dated as of July 26, 2018 (this “Agreement”), is made by and among BNP Paribas, a corporation organized and domiciled in France (“BNPP”), BancWest Corporation, a Delaware corporation and indirect wholly-owned subsidiary of BNPP (the “BNPP Selling Stockholder”, and together with BNPP, the “Sellers”), and First Hawaiian, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER AGREEMENT between BNP PARIBAS and FIRST HAWAIIAN, INC.Stockholder Agreement • August 10th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Stockholder Agreement (this “Agreement”), dated as of August 9, 2016, by and between BNP Paribas, a corporation organized and domiciled in the French Republic (“BNPP”), and First Hawaiian, Inc., a Delaware corporation (the “Company”).
TRANSITIONAL SERVICES AGREEMENT between BNP PARIBAS, BANCWEST HOLDING INC., BANK OF THE WEST, FIRST HAWAIIAN, INC., and FIRST HAWAIIAN BANKTransitional Services Agreement • August 10th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
WHEREAS, on April 1, 2016, BNPP effected a series of reorganization transactions (the “Reorganization”) in contemplation of the proposed initial public offering (the “IPO”) of a portion of the shares of common stock, par value $0.01 per share, of FHI (formerly known as BancWest Corporation (“BWC”)), a wholly owned subsidiary of BNPP, pursuant to a Master Reorganization Agreement by and among FHI, BWHI, BWC Holding Inc. and BNPP, dated as of April 1, 2016 (the “Master Reorganization Agreement”);
EXPENSE REIMBURSEMENT AGREEMENT between BANCWEST CORPORATION and FIRST HAWAIIAN, INC.Expense Reimbursement Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), effective as of July 1, 2016 (the “Effective Date”), is entered into by and between First Hawaiian, Inc., a Delaware corporation (“FHI”), and BancWest Corporation (formerly known as BWC Holding Inc.), a Delaware corporation (“BWCorp”), and together with FHI, the “Parties” and each, individually, a “Party”).
REGISTRATION RIGHTS AGREEMENT among BNP PARIBAS, BANCWEST CORPORATION and FIRST HAWAIIAN, INC.Registration Rights Agreement • August 10th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Registration Rights Agreement, dated August 9, 2016 (this “Agreement”), by and among BNP Paribas, a corporation organized and domiciled in France (“BNPP”), BancWest Corporation, a Delaware corporation (“BWC”), and First Hawaiian, Inc., a Delaware corporation (the “Company”).
BNP Paribas USA, Inc. and Subsidiaries Agreement for Allocation and Settlement of Income Tax Liabilities Effective July 1, 2016Agreement for Allocation and Settlement of Income Tax Liabilities • July 26th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
THIS TAX SHARING AGREEMENT (the “Agreement”) is dated as of April 1, 2016 (the “Effective Date”), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (“BNPP SA”), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (“FHI”), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (“BWHI” and, together with BNPP SA and FHI, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.
LICENSE AGREEMENTLicense Agreement • August 10th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
License Agreement (this “Agreement”), dated as of August 9, 2016 (the “Effective Date”), by and among First Hawaiian, Inc., a Delaware corporation (“FHI”), First Hawaiian Bank, a Hawaii state-chartered bank (“FHB”), BancWest Holding Inc., a Delaware corporation (“BWHI”), BancWest Corporation (formerly known as BWC Holding Inc.), a Delaware corporation (“BWCorp”) and Bank of the West, a California state-chartered bank (“BoW”, and together with FHI, FHB, BWHI and BWCorp, the “Parties,” and each a “Party”).
MASTER REORGANIZATION AGREEMENT BY AND AMONG BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.), BANCWEST HOLDING INC., BWC HOLDING INC. AND BNP PARIBAS dated as of April 1, 2016Master Reorganization Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Master Reorganization Agreement (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), by and among BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation, BancWest Holding Inc., a Delaware corporation (“BWHI”), BWC Holding Inc., a Delaware corporation (“BWC Holding”), and BNP Paribas, a corporation organized and domiciled in France (“BNPP” and, together with BWC (as defined below), BWC Holding and BWHI, the “Parties”, and each, a “Party”).
EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
This EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of April 1, 2016 (the “Effective Date”), is entered into by and between First Hawaiian, Inc., a Delaware corporation formerly known as BancWest Corporation (“FHI”), with its principal address at 999 Bishop Street, 29th Floor, Honolulu, HI 96813, and BancWest Holding Inc., a Delaware corporation (“BWHI”), with its principal place of business located at 180 Montgomery Street, 25th Floor, San Francisco, CA 94104. For convenience, FHB and BWHI shall be referred to individually as a “party” and collectively, as the “parties”.
EMPLOYMENT AGREEMENTEmployment Agreement • July 8th, 2016 • First Hawaiian, Inc. • State commercial banks • Hawaii
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 20, 2011, by and among ROBERT S. HARRISON (the “Employee”) and FIRST HAWAIIAN BANK, a Hawaii banking corporation (the “Bank”) and BANCWEST CORPORATION, a Delaware corporation (the “Company”).
INSURANCE AGREEMENT among BNP PARIBAS BNP PARIBAS USA, INC. and FIRST HAWAIIAN, INC.Insurance Agreement • August 10th, 2016 • First Hawaiian, Inc. • State commercial banks • New York
Insurance Agreement (this “Agreement”), dated as of August 9, 2016, by and among BNP Paribas, a corporation organized and domiciled in the French Republic (“BNPP), BNP Paribas USA, Inc., a Delaware corporation (“BNP Paribas USA”) and First Hawaiian, Inc., a Delaware corporation (the “Company” or “FHI”).
