EXHIBIT 10.15
AMENDMENT 99-2 TO
THE PACIFIC CENTURY FINANCIAL CORPORATION
STOCK OPTION PLAN OF 1994 AND RELATED AWARDS
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In accordance with Article 13 of the Pacific Century Financial
Corporation Stock Option Plan of 1994 (hereinafter "Plan"), the Plan and related
Awards are hereby amended by this Amendment No. 99-2, effective as of the date
of adoption by the Board of Directors, in the following respects:
1. Section 2.1(ag) of the Plan shall be deleted.
2. Section 3.1 of the Plan shall be amended to read in its entirety
as follows:
3.1 The Committee. The Plan shall be administered by the
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Compensation Committee of the Board of Directors, which shall be
comprised of two or more Directors who satisfy the requirements of an
"outside" Director under Code Section 162(m)(4)(C)(i). The members of
the Committee shall be appointed from time to time by, and shall serve
at the discretion of the Board.
Notwithstanding any other provision of the Plan (and without
limiting the Committee's authority), in connection with any action
concerning grants of Awards to or a transactions by Insiders the
Committee may adopt such procedures as it deems necessary or desirable
to assure the availability of exemptions from Section 16 of the
Exchange Act afforded by Rule 16b-3 thereunder or any successor rule.
Without limiting the foregoing, in connection with approval of any
transaction by an Insider involving a grant, award or other
acquisition from the Company, or involving the disposition to the
Company of the Company's equity securities, the Committee may delegate
its approval authority to a subcommittee thereof comprised of two or
more "Non-Employee Directors" (as defined in Rule 16b-3), or take
action by the affirmative vote of two or more Non-Employee Directors
(with all other members of the Committee abstaining or recusing
themselves from participating in the matter), or refer the matter to
the full Board of Directors for action.
3. The final sentence of Section 3.2 shall be amended to read as
follows:
The performance goals applicable to each Award intended to provide
Performance-Based Compensation shall be based on one or more of the
following performance measures: earnings per share (actual or
targeted growth), economic value added, net income after capital cost,
net income (before or after taxes), various return measures (either
absolute or relative to peers) including: return on average assets,
return on average equity, risk-adjusted return on capital ("RAROC"),
efficiency ratio, full time equivalency ("FTE") control, stock price
(actual or targeted growth), total shareholder return ("TSR", absolute
or relative to an index), and non-interest income to net interest
income ratio.
4. The second paragraph of Section 7.7 of the Plan shall be deleted.
5. Section 14.2 of the Plan shall be revised to read in its entirety
as follows:
14.2 Share Withholding. With respect to withholding required
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upon the exercise of Options or SARs or upon the lapse of restrictions
on Restricted Stock or Restricted Stock Units, or upon any other
taxable event hereunder, Participants may elect to satisfy the
withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to
be determined equal to the minimum statutory total tax which could be
imposed on the transaction. All elections shall be irrevocable, made
in writing, and signed by the Participant.
6. Section 16.4 shall be revised to read as follows:
16.4 Securities Law Compliance. With respect to Insiders,
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transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the
Exchange Act (except to the extent that noncompliance of a particular
transaction would not result in liability under Section 16 of the
Exchange Act or the rules adopted thereunder). To the extent any
provision of the Plan or action by the Committee fails to so comply,
it shall be deemed null and void, to the extent permitted by law and
deemed advisable by the Committee.
7. Article 13 shall be revised to read as follows:
ARTICLE 13. AMENDMENT, MODIFICATION AND TERMINATION. The Board
may at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part; provided that no amendment,
modification, suspension or termination of the Plan shall in any
material manner affect any Award theretofore granted under the Plan
without the written consent of the affected Participant or any person
validly claiming under or through such Participant. Without limiting
the foregoing, if the Company or any of its subsidiaries is a party to
a merger, consolidation, reorganization, share exchange, acquisition
of stock or assets, or similar transaction, the Committee or the Board
may grant Awards (including Options) hereunder in connection with the
assumption, substitution or conversion by the Company or its
subsidiaries of similar stock compensation awards that have been
issued by another party to such transaction, and the Board may amend
the Plan, or adopt supplements to the Plan, in such manner as it deems
appropriate to provide for such assumption, substitution or
conversion, all without further action by the Company's shareholders.
8. Each outstanding Award held by an Insider shall be and hereby is
amended to the extent necessary to conform such Award to the Plan amendments set
forth above (other than paragraph 3). Without limiting the foregoing:
(a) Section 5.4 of each such Award shall be amended by revising the
last sentence thereof to read as follows:
Any provision herein contained to the contrary notwithstanding (a) the
exercise of the Tandem SAR involving the receipt of cash shall be subject
to approval of the Committee or a subcommittee thereof, which approval may
be made subject to limitations or conditions, may be given in advance of or
following a request by the Optionee therefor, and may be granted or
withheld by the Committee or subcommittee in its sole discretion with or
without cause; and (b) the Tandem SAR may be exercised only when the Fair
Market Value of the Option Shares exceeds the Option Price.
(b) Section 5.5 shall be deleted; and
(c) Section 14 shall be amended by deleting the third sentence
thereof, and by revising the second sentence to read: "The Optionee may
elect to satisfy withholding requirements by having the Company withhold
shares of Company Stock made available upon exercise of the Option."