As filed with the Securities and Exchange Commission on September 19, 1997.
Registration No.
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement Under The Securities Act of 1933
CPB INC.
(Exact name of registrant as specified in its charter)
Hawaii 99-0212597
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
220 South King Street, Honolulu, HI 96813
(Address of Principal Executive Offices) (Zip Code)
CPB INC. 1997 STOCK OPTION PLAN
(Full title of plan)
Joichi Saito
Chairman of the Board
CPB Inc.
220 South King Street
Honolulu, Hawaii 96813
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(808) 544-0500
WITH A COPY TO:
Eileen Lyon
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Amount maximum maximum Amount
securities to to be offering price aggregate of
be registered registered per unit offering price registration fee
<S> <C> <C> <C> <C>
Common stock,
no par value 500,000<F1> $39.875<F2> $19,937,500<F2> $6,041.67
___________
<FN>
<F1> This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares as may
become subject to options under the CPB Inc. 1997 Stock Option Plan, as a
result of the adjustment provisions thereof.
<F2> Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h).
</FN>
</TABLE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by CPB Inc. (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or the latest prospectus filed by the Registrant as part of an
effective registration statement filed pursuant to Rule 424(b) promulgated under
the Securities Act of 1933, as amended (the "Securities Act") or (c) under the
Exchange Act, which contains, either directly or by incorporation by reference,
audited financial statements for the Registrant's latest fiscal year for which
such statements have been filed.
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.
(c) The description of the Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement made in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein
or in any other subsequently filed document which is also incorporated or deemed
to be incorporated by reference herein 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.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Hawaii makes provision for the indemnification of officers and directors
in terms sufficiently broad to include indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Pursuant to Section 415-5 of the
Hawaii Business Corporation Act, a corporation may indemnify an officer or
director if that person acted in good faith and in a manner reasonably believed
to be in the best interests of the corporation and, with respect to criminal
actions, had no reason to believe the conduct was unlawful. The Company
has adopted provisions in its Articles of Incorporation which limit the
liability of its directors and officers to the fullest extent permitted by
Hawaii law. The Company's Bylaws provide that the Company will indemnify its
directors and officers for claims against them arising out of their duties as
directors or officers of the Company. Such indemnification includes expenses
(including attorneys' fees) and, other than an action by or in the right of
the Company, judgments, fines or amounts paid in settlement actually and
reasonably incurred by a director or officer, provided such director or officer
acted in good faith and in a manner reasonably believed to be in the best
interests of the Company and, with respect to any criminal proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Company may
also advance expenses (including attorneys' fees) to its directors and
officers relating to such claims. The Company purchases and maintains
insurance covering any liabilities asserted against and incurred by its
directors and officers acting in such capacities, whether or not the Company
would have the power or obligation to indemnify such directors or officers
under its Bylaws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick, LLP
24.1 Power of Attorney (included on signature page hereof)
99.1 CPB Inc. 1997 Stock Option Plan
99.2 Form of Incentive Stock Option Agreement
99.3 Form of Non-Qualified Stock Option Agreement (Non-Employee Directors)
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement;
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
Provided, however, that paragraphs 1(a) and 1(b) do not apply if this
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bonafide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or cause to
be delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing of Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Honolulu, State of Hawaii on September 15, 1997.
CPB INC.
By /s/ Joichi Saito
Joichi Saito,
Chairman of the Board
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joichi Saito and Neal K. Kanda his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/Joichi Saito Chairman of the Board September 15, 1997
Joichi Saito and Chief Executive
Officer (Principal
Executive Officer),
Director
/s/Neal K. Kanda Vice President, September 15, 1997
Neal K. Kanda Treasurer
(Principal Financial
Officer, Principal
Accounting Officer)
/s/Paul Devens Vice Chairman, Director September 15, 1997
Paul Devens
/s/Alice F. Guild Director September 15, 1997
Alice F. Guild
/s/Dennis I. Hirota, Ph.D. Director September 15, 1997
Dennis I. Hirota, Ph.D.
/a/Stanley W. Hong Director September 15, 1997
Stanley W. Hong
/s/Daniel M. Nagamine Director September 15, 1997
Daniel M. Nagamine
Director September __, 1997
Shunichi Okuyama
/s/Yoshiharu Satoh Director September 15, 1997
Yoshiharu Satoh
/s/Naoaki Shibuya President, Director September 15, 1997
Naoaki Shibuya
/s/Austin Y. Imamura Vice President, Secretary September 15, 1997
Austin Y. Imamura and Director
Exhibit 5.1
OPINION OF MANATT, PHELPS & PHILLIPS, LLP
MANATT
PHELPS
PHILLIPS
attorneys at law
September 18, 1997
CPB Inc.
220 South King Street
Honolulu, Hawaii 96813
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-8 (the "Registration Statement") to be filed by CPB Inc., a Hawaii
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 500,000 shares of the Company's
common stock, no par value (the "Common Stock"), that may be issued in the
aggregate under the Company's 1997 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined all instruments, documents
and records which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In our examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to the originals of all documents
submitted to us as copies. We have also obtained from officers of the Company
certificates as to such factual matters as we considered necessary for the
purposes of this opinion, and insofar as our opinion is based on matters of
fact upon which conclusions of law are expressed, we have relied upon such
certificates. While we have no reason to believe that the officers executing
such certificates did not have personal knowledge of the matters contained
therein, or did not accurately set forth such knowledge in such certificates,
we did not independently verify the matters set forth in such certificates.
Based upon the foregoing and such further review of fact and law as we
have deemed necessary or appropriate under the circumstances, and assuming,
without further inquiry, that (i) all options granted under the Plan to date
have been, and all options to be granted under the Plan will be, duly and
validly granted in accordance with the terms of the Plan, (ii) the
consideration for the shares of Common Stock to be issued pursuant to the
exercise of such options will be received prior to the issuance thereof,
(iii) the shares of Common Stock to be issued pursuant to the exercise of
such options will be issued in accordance with the terms of the Plan and the
option agreements filed as exhibits to the Registration Statement, (iv) the
Registration Statement will become effective under the Securities Act prior
to the issuance of any shares of Common Stock under the Plan and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or be
pending before the Commission, (v) a prospectus will be updated and delivered
to participants in the Plan as required by the Securities Act and the rules
and regulations promulgated by the Commission thereunder and (vi) the grant
of such awards and the issuance of shares of Common Stock upon the exercise
thereof will comply with the securities laws of each state or jurisdiction
applicable thereto (other than the Securities Act, as to which this opinion
is addressed), upon which assumptions the opinion contained herein is
expressly conditioned, we are of the opinion that:
If, as and when the shares of Common Stock have been issued
and sold pursuant to exercise of options granted under the terms of the
Plan, the applicable agreement and the Registration Statement, the shares of
Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.
The opinion expressed herein is limited to the Hawaii
Business Corporation Act and the Securities Act and the rules and
regulations promulgated by the Commission thereunder, to present
judicial interpretations thereof and to facts as they presently exist.
We assume no obligations to supplement this letter if any applicable
laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.
This opinion is issued to you solely for use in connection
with the Registration Statement and is not to be quoted or otherwise
referred to in any financial statements of the Company or related
document, nor is it to be filed with or furnished to any government
agency or other person, without our prior written consent.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
EXHIBIT 25.1
Certificate of Secretary
of
CPB INC.
This is to certify that the following resolution was duly
adopted at a meeting of the Board of Directors of CPB Inc. (the
"Corporation") held on September 15, 1997 at the office of the
Corporation in Honolulu, Hawaii:
RESOLVED, that Joichi Saito and Neal K. Kanda, or
either of them, be and they hereby are, appointed
and constituted as the true and lawful attorneys
and agents of this Corporation and its directors
and officers, to do any and all acts and things,
in the name and on behalf of this Corporation and
its directors and officers, which said attorneys
and agents, or either of them, may deem necessary
or advisable to enable this Corporation to comply
with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the
Securities and Exchange Commission, in connection
with the Registration Statement on Form S-8,
including without limitation, power and authority
in the name and on behalf of the Corporation and
its directors and officers to sign any and all
amendments (including post-effective amendments)
thereto; and we do hereby ratify and confirm all
that the said attorneys and agents, or either of
them, shall do or cause to be done by virtue
hereof.
Dated at Honolulu, Hawaii, this 15th day of September, 1997.
/s/ Austin Y. Imamura
Austin Y. Imamura, Secretary
Exhibit 99.1
CPB INC. 1997 STOCK OPTION PLAN
CPB INC.
1997 STOCK OPTION PLAN
Adopted by the Compensation Committee as of February 18, 1997
Adopted by the Board of Directors as of February 19, 1997
Approved by the Shareholders on April 23, 1997
1. PURPOSE.
(a) The purpose of the CPB Inc. 1997 Stock Option Plan
(the "1997 Plan") is to strengthen CPB Inc. (the "Company") and those
corporations which are or hereafter become subsidiary corporations of
the Company, within the meaning of Section 424 of the Internal Revenue
Code of 1986, as amended (the "Code"), by providing to participating
full-time salaried employees (the "Employees"), full-time salaried
employee directors (the "Employee Directors") and directors who are
not full-time salaried employees (the "Non-Employee Directors") added
incentives for high levels of performance and to encourage stock
ownership in the Company. The 1997 Plan seeks to accomplish these
performance goals by providing a means whereby such Employees,
Employee Directors and Non-Employee Directors of the Company and its
subsidiaries may be given an opportunity to purchase by way of option
common stock of the Company. The performance goal for those eligible
to participate in the 1997 Plan is an increase in the value of the
Company's shares over the option exercise price.
(b) The Company, by means of the 1997 Plan, seeks to
secure and retain the services of such Employees, Employee Directors
and Non-Employee Directors of the Company or any of its subsidiaries
and to provide incentives for such persons to exert maximum efforts
for the success of the Company.
(c) The Company intends that the options issued under the
1997 Plan shall, in the discretion of the committee responsible for
administration of the 1997 Plan, be either incentive stock options as
that term is used in Section 422 of the Code or any successor thereto
("incentive stock options"), or options which do not qualify as
incentive stock options ("non-qualified stock options"). All options
shall be separately designated as incentive stock options or
non-qualified stock options at the time of grant, and a separate
certificate or certificates shall be issued for shares purchased on
the exercise of each type of option.
2. ADMINISTRATION.
(a) The 1997 Plan has been adopted and shall be
administered solely by a committee ("Committee"). The Board and the
Committee have evidenced their adoption and approval of the 1997 Plan
by their signatures at the end of the 1997 Plan.
(b) The Committee shall have the authority, in its
discretion, in connection with the administration of the 1997 Plan,
subject to and within the limitations of the express provisions of the
1997 Plan:
(i) To determine from time to time which of the
persons eligible under the 1997 Plan shall be granted an option; when
and how the option shall be granted; whether the option will be an
incentive stock option or a non-qualified stock option; the provisions
of each option granted (which need not be identical), including,
without limitation, the time or times during the term of each option
within which all or portions of such option may be exercised; the
duration of and purposes of leaves of absence which may be granted to
participants without constituting a termination of their employment
for purposes of the 1997 Plan; and the number of shares for which an
option shall be granted to each such person.
(ii) To determine any conditions or restrictions
imposed on stock acquired pursuant to the exercise of an option
(including, but not limited to, repurchase rights, forfeiture
restrictions and restrictions on transferability).
(iii) To construe and interpret the 1997 Plan and the
options granted under it, to construe and interpret any conditions or
restrictions imposed on stock acquired pursuant to the exercise of an
option, to define the terms used herein, and to establish, amend and
revoke rules and regulations for its administration, to establish and
administer performance goals under the 1997 Plan and, to the extent
required by the Code and Treasury Regulations, ensure and certify that
performance goals have been attained; provided, however, that the
Committee has no authority to change the performance goals of the 1997
Plan after the shareholders of the Company have approved the 1997 Plan
and any amendments thereto. The Committee, in the exercise of this
power, may correct any defect, omission or inconsistency in the 1997
Plan or in any option agreement, in a manner and to the extent it
shall deem necessary or expedient to make the 1997 Plan fully
effective.
(iv) To cancel, at any time and from time to time,
with the consent of the affected optionee or optionees, any or all
outstanding options granted under the 1997 Plan and the grant and
substitution therefor of new options under the 1997 Plan (subject to
limitations hereof) covering the same or different number of shares of
stock at an option price per share in all events not less than the
fair market value on the new grant date.
(v) Generally, to exercise such powers and to perform
such acts as it deems necessary or expedient to promote the best
interests of the Company.
(c) The Committee shall be composed of not fewer than two
(2) members of the Company's Board of Directors (the "Board"). All
members of the Committee shall qualify as "outside directors" within
the meaning of Section 162(m) of the Code and Treasury Regulation
Section 1.162-27(c)(3) ("Outside Directors"). Members of the
Committee shall serve at the pleasure of the Board and the Board may
from time to time remove members from, or add members to, the
Committee; provided, however, that any attempted appointment to the
Committee of a person who does not qualify as an Outside Director
shall be null and void. Any member of the Committee who loses the
status of an Outside Director shall automatically and without further
action cease to be a member of the Committee as soon as such status is
lost. In the event the Company registers or has registered any class
of equity security pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act") as in effect from time to
time, from the effective date of such registration until six months
after termination of such registration, all of the members of the
Committee also shall be "nonemployee directors" as provided in Rule
16b-3 promulgated pursuant to the 1934 Act. The Committee shall
comply with the provisions of Rule 16b-3, to the extent applicable to
the 1997 Plan.
(d) Any action of the Committee with respect to
administration of the 1997 Plan shall be taken pursuant to a majority
vote or to the unanimous written consent of its members.
(e) The determinations of the Committee on matters
referred to in this paragraph 2 shall be final and conclusive.
(f) Notwithstanding any other provision herein, the Board
may at any time abolish the Committee and administer the 1997 Plan
itself.
3. SHARES SUBJECT TO THE 1997 PLAN. Subject to the provisions
of paragraph 9 relating to adjustments upon changes in stock, the
stock that may be offered pursuant to options granted under the 1997
Plan shall not exceed the aggregate of 500,000 shares of the Company's
common stock. If any option granted under the 1997 Plan shall for any
reason expire, be canceled or otherwise terminate without having been
exercised in full, the stock not purchased under such option shall
again become available for the 1997 Plan.
4. ELIGIBILITY.
(a) All Employees and Employee Directors of the Company or
its subsidiaries shall be eligible to receive incentive stock options.
Non-Employee Directors of the Company or its subsidiaries shall not be
eligible to receive incentive stock options.
(b) All Employees, Employee Directors and Non-Employee
Directors of the Company or its subsidiaries shall be eligible to
receive non-qualified stock options.
(c) No person shall be eligible for the grant of an
incentive stock option under the 1997 Plan if, at the time of grant,
such person owns (or is deemed to own pursuant to Section 425(d) of
the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any
of its affiliates unless the exercise price of such incentive stock
option is at least one hundred ten percent (110%) of the fair market
value (determined without regard to any restriction other than a
restriction which, by its terms, will never lapse) of such stock at
the date of grant and such incentive stock option by its terms is not
exercisable after the expiration of five (5) years from the date such
incentive stock option was granted.
(d) The Company may issue incentive stock options provided
that the aggregate fair market value (determined at the time the
incentive stock option is granted) of the stock with respect to which
incentive stock options are exercisable for the first time by the
optionee during any calendar year (under all incentive stock option
plans of the Company) shall not exceed One Hundred Thousand Dollars
($100,000). Should it be determined that any incentive stock option
granted pursuant to the 1997 Plan exceeds such maximum, such incentive
stock option shall be considered to be a non-qualified option and not
to qualify for treatment as an incentive stock option under
Section 422 of the Code to the extent, but only to the extent, of such
excess.
(e) Notwithstanding anything to the contrary contained in
this Plan, no person may be granted an option under this Plan if such
person at the time of grant holds options to purchase more than 10% of
the outstanding shares of common stock of the Company. In addition,
no person may be granted options to purchase more than 100,000 shares
of common stock in any calendar year, or more than 100,000 shares of
common stock in the aggregate, subject to adjustment pursuant to
Paragraph 9. The amount of compensation any eligible person could
receive under an option grant is based solely on an increase in value
of the Company's common stock after the date of the grant of the
option.
5. OPTION PROVISIONS. Each option shall be in such form and
shall contain such terms and conditions as the Committee shall deem
appropriate. The provisions of separate options need not be
identical, but each option shall include (through incorporation of
provisions hereof by reference in the option or otherwise) the
substance of each of the following provisions:
(a) Each option granted and all rights or obligations
thereunder by its terms shall expire on such date as the Committee may
determine as set forth in such stock option agreement, but not later
than ten (10) years from the date the option was granted and shall be
subject to earlier termination as provided elsewhere in the 1997 Plan.
Notwithstanding the foregoing, any incentive stock option granted to
an optionee who owns (or is deemed to own pursuant to Section 424(d)
of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any of
its affiliates shall expire not later than five (5) years from the
date of grant. For purposes of the 1997 Plan, the date of grant of an
option shall be the date on which the Committee takes final action
approving the award of the option, notwithstanding the date the
optionee accepts the option, the date of execution of the option
agreement, or any other date with respect to such option.
(b) The exercise price of each option shall be determined
by the Committee and shall be not less than one hundred percent (100%)
of the fair market value of the stock subject to the option on the
date the option is granted; provided, however, that the purchase price
of common stock subject to an incentive stock option may not be less
than one hundred ten percent (110%) of such fair market value (without
regard to any restriction other than a restriction which, by its
terms, will never lapse) where the optionee owns (or is deemed to own
pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company. The fair market value of such stock shall be
determined by the Committee in accordance with any reasonable
valuation method, including the valuation method described in Treasury
Regulation Section 20.2031-2.
(c) The purchase price of stock acquired pursuant to an
option shall be paid, as specified in the option, either (i) in cash
at the time the option is exercised, or (ii) at the discretion of the
Committee, (A) by delivery to the Company of other common stock of the
Company, (B) according to a deferred payment or other arrangement
(which may include, without limiting the generality of the foregoing,
the use of other common stock of the Company) with the person to whom
the option is granted or to whom the option is transferred pursuant to
subparagraph 5(d), or (C) in any other form of legal consideration
that may be acceptable to the Committee in its discretion, either at
the time of grant or exercise of the option. Shares of stock given as
part of the purchase price shall be valued at fair market value
determined by the Board or the Committee in accordance with any
reasonable valuation, including the valuation methods described in
Treasury Regulation section 20.2031.2.
In the case of any deferred payment arrangement specified at
the time of grant, an interest rate shall be stated which is not less
than the rate then specified which will prevent any imputation of
higher interest under the Code. If other than the optionee, the
person or persons exercising the option shall be required to furnish
the Company appropriate documentation that such person or persons have
the full legal right and power to exercise the option on behalf of and
for the optionee.
(d) An option by its terms may only be transferred by will
or by the laws of descent and distribution upon the death of the
optionee, shall not be transferable during the optionee's lifetime
other than pursuant to a qualified domestic relations order (within
the meaning of the Code), and shall be exercisable during the lifetime
of the person to whom the option is granted only by such person or a
permitted transferee.
(e) At the discretion of the Committee the total number of
shares of stock subject to an option granted to an eligible
participant may, but need not, be allotted in periodic installments
(which may, but need not, be equal) and upon such contingencies as the
Committee may determine. In addition, the Committee shall have the
power to accelerate the time (other than, except as provided in
paragraph 10, the expiration date) during which an option may be
exercised, notwithstanding the provisions in the option stating the
time during which it may be exercised.
(f) From time to time during each of such installment
periods, the option may be exercised with respect to some or all of
the shares allotted to that period, and/or with respect to some or all
of the shares allotted to any prior period as to which the option was
not fully exercised. During the remainder of the term of the option
(if its term extends beyond the end of the installment periods), the
option may be exercised from time to time with respect to any shares
then remaining subject to the option. The provisions of this
subparagraph (5)(f) are subject to any option provisions governing the
minimum number of shares as to which an option may be exercised.
(g) The Company may require any optionee, or any person to
whom an option is transferred under subparagraph 5(d), as a condition
of exercising any such option, to give written assurances satisfactory
to the Company stating that such person is acquiring the stock subject
to the option for such person's own account and not with any present
intention of selling or otherwise distributing the stock. The
requirement of providing written assurances, and any assurances given
pursuant to the requirement, shall be inoperative if (i) the shares to
be issued upon the exercise of the option have been registered under a
then currently effective registration statement under the Securities
Act of 1933, as amended (the "Securities Act"), or (ii) a
determination is made by counsel for the Company that such written
assurances are not required in the circumstances under the then
applicable federal or state securities laws.
(h) If an Employee or Employee Director optionee ceases to
be employed by the Company or its subsidiaries or a Non-Employee
Director optionee ceases to serve as a director of the Company or its
subsidiaries, then such optionee's option shall terminate three (3)
months thereafter, and during such three month period, such option
shall be exercisable only as to those shares with respect to which
installments, if any, had accrued as of the date on which the optionee
ceased to be employed by the Company or its subsidiaries or ceased to
serve as a director of the Company or its subsidiaries, unless:
(i) Such termination or cessation of service is due
to such person's permanent and total disability, within the meaning of
Section 22(e)(3) of the Code, in which case such person's stock option
agreement may, but need not, provide that it may be exercised at any
time within a period of not more than one (1) year following such
termination of employment, or cessation of service as a director and
provided further that if such optionee dies during such one (1) year
specified period following such termination of employment or cessation
of service, then the stock option agreement may, but need not, provide
that such option may be exercised at any specified time up to one (1)
year following the death of the optionee, but only to the extent that
the optionee was entitled to exercise said option immediately prior to
the termination of the optionee's employment or cessation of service
as a director;
(ii) The optionee dies while in the employ of the
Company or its subsidiaries or while serving as a director, in which
case options may be exercised at any time within a period of not more
than one (1) year following the death of the optionee, but only to the
extent that the optionee was entitled to exercise said option
immediately prior to the termination of optionee's employment or
cessation of service; and, provided further that if an optionee dies
within not more than three (3) months after termination of such
employment or cessation of service, then such person's option may, but
need not, provide that it may be exercised at any time within one (1)
year following the death of the optionee, and provided further that,
unless the option provides otherwise, such option shall only be
exercisable to the extent that the optionee was entitled to exercise
said option immediately prior to the as provided herein;
(iii) The option by its terms specifies (a) that
it shall terminate sooner than three (3) months after termination of
the optionee's employment or cessation of the optionee's directorship
or (b) that it may be exercised more than three (3) months after
termination of the optionee's employment, provided that, unless the
option provides otherwise, such option shall only be exercisable to
the extent that the optionee was entitled to exercise said option
immediately prior to the optionee's termination;
(iv) The optionee's employment is terminated due to
the optionee's retirement at age sixty-five (65), in which case the
option may, but need not, provide that it may be exercised for a
period greater or less than three (3) months after termination on the
optionee's employment, provided that, unless the option provides
otherwise, such option shall only be exercisable to the extent that
the optionee was entitled to exercise said option immediately prior to
the optionee's termination;
(v) The Employee or Employee Director optionee's
employment is terminated for cause, whereupon the option terminates
immediately unless such termination is waived by the Committee.
Termination for cause shall include termination for malfeasance or
gross misfeasance in the performance of duties, or conviction of
illegal activity in connection therewith, conviction for a felony, or
any significant conduct detrimental to the interest of the Company or
any of its subsidiaries, and the determination of the Committee with
respect thereto shall be final and conclusive; or
(v) The Employee Director or Non-Employee Director
optionee is removed from the Board for cause, whereupon the option
terminates immediately on the date of such removal unless such
termination is waived by the Committee. Removal for cause shall
include removal of a director who has been declared of unsound mind by
an order of court or convicted of a felony.
This subparagraph 5(h) shall not be construed to
extend the term of any option or to permit anyone to exercise the
option after expiration of its term, nor shall it be construed to
increase the number of shares as to which any option is exercisable
from the amount exercisable on the date of termination of the
optionee's employment or service as director.
(i) Options may be exercised by ten (10) days' written
notice delivered to the Company stating the number of shares with
respect to which the option is being exercised together with payment
for such shares. Not less than ten (10) shares may be purchased at
any one time unless the number purchased is the total number of shares
which may be purchased under the option.
(j) Any option granted hereunder shall provide as
determined by the Committee for appropriate arrangements for the
satisfaction by the Company or its subsidiaries and the optionee of
all federal, state, local or other income, excise or employment taxes
or tax withholding requirements applicable to the exercise of the
option or the later disposition of the shares of stock thereby
acquired. Such arrangements shall include, without limitation, the
right of the Company or any subsidiary thereof to deduct or withhold
in the form of cash or, if permitted by law, shares of stock from any
transfer or payment to an optionee or, if permitted by law, to receive
transfers of shares of stock or other property from the optionee, in
such amount or amounts deemed required or appropriate by the Committee
in its discretion. Any shares of stock issued pursuant to the
exercise of an option and transferred by the optionee to the Company
for purposes of satisfying any withholding obligation shall not again
be available for purposes of the 1997 Plan.
6. COVENANTS OF THE COMPANY.
(a) During the terms of the options granted under the 1997
Plan, the Company shall keep available at all times the number of
shares of stock required to satisfy such options.
(b) The Company shall seek to obtain from each regulatory
commission or agency having jurisdiction over the 1997 Plan or the
Company such authority as may be required to issue and sell shares of
stock upon exercise of the options granted under the 1997 Plan;
provided, however, that this undertaking shall not require the Company
to register under the Securities Act either the 1997 Plan, any option
granted under the 1997 Plan or any stock issued or issuable pursuant
to any such option or grant. If the Company is unable to obtain from
any such regulatory commission or agency the authority which counsel
for the Company deems necessary for the lawful issuance and sale of
stock under the 1997 Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon grant or upon
exercise of such options unless and until such authority is obtained.
(c) The Company shall indemnify and hold harmless the
members of the Committee in any action brought against any member in
connection with the administration of the 1997 Plan to the maximum
extent permitted by then applicable law.
7. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of stock
pursuant to options granted under the 1997 Plan shall constitute
general funds of the Company.
8. MISCELLANEOUS.
(a) The Board or the Committee shall have the power to
accelerate the time during which an option may be exercised,
notwithstanding the provisions in the option stating the time during
which it may be exercised.
(b) Neither an optionee nor any person to whom an option
is transferred under subparagraph 5(d) shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to,
any shares subject to such option unless and until such person has
satisfied all requirements for exercise of the option pursuant to its
terms.
(c) Nothing contained in the 1997 Plan, or in any option
granted pursuant to the 1997 Plan, shall obligate the Company, or any
of its subsidiaries to employ any employee for any period or interfere
in any way with the right of the Company, or any of its subsidiaries
to reduce the compensation of any employee.
9. ADJUSTMENTS UPON CHANGES IN STOCK. If the outstanding
shares of the stock of the Company are increased, decreased, or
changed into, or exchanged for a different number or kind of shares or
securities of the Company, without receipt of consideration by the
Company, through reorganization, merger, recapitalization,
reclassification, stock split, stock dividend, stock consolidation, or
otherwise, an appropriate and proportionate adjustment shall be made
in the number and kind of shares as to which options may be granted.
A corresponding adjustment changing the number or kind of shares and
the exercise price per share allocated to unexercised options, or
portions thereof, which shall have been granted prior to any such
change shall likewise be made. Any such adjustment, however, in an
outstanding option shall be made without change in the total price
applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each share subject to the
option. Adjustments under this section shall be made by the Committee
whose determination as to what adjustments shall be made, and the
extent thereof, shall be final and conclusive. No fractional shares
of stock shall be issued under the 1997 Plan on account of any such
adjustment.
10. TERMINATING EVENT. Not less than thirty (30) days prior to
the dissolution or liquidation of the Company, or a reorganization,
merger, or consolidation of the Company with one or more corporations
as a result of which the Company will not be the surviving or
resulting corporation, or a sale of substantially all the assets of
the Company to another person, or a reverse merger in which the
Company is the surviving corporation but the shares of the Company's
stock outstanding immediately preceding the merger are converted by
virtue of the merger into other property, or in the event of any other
capital reorganization or in which shares of stock of the Company
possessing more than fifty percent (50%) of the voting power of the
Company are exchanged (a "Terminating Event"), the Committee shall
notify each optionee of the pendency of the Terminating Event. Upon
delivery of said notice, any option granted prior to the Terminating
Event shall be, notwithstanding the provisions of paragraph 5 hereof,
exercisable in full and not only as to those shares with respect to
which installments, if any, have then accrued, subject, however, to
earlier expiration or termination as provided elsewhere in the 1997
Plan. Upon the date thirty (30) days after delivery of said notice,
any option or portion thereof not exercised shall terminate, and upon
the effective date of the Terminating Event, the 1997 Plan shall
terminate, unless provision is made in connection with the Terminating
Event for assumption of options theretofore granted, or substitution
for such options of new options covering stock of a successor employer
corporation, or a parent or subsidiary corporation thereof, solely at
the option of such successor corporation or parent or subsidiary
corporation, with appropriate adjustments as to number and kind of
shares and prices.
11. AMENDMENT OF THE 1997 PLAN.
(a) The Committee at any time, and from time to time, may
amend the 1997 Plan. However, except as provided in paragraph 9
relating to adjustments upon changes in stock, no amendment shall be
effective unless, within twelve (12) months before or after the
adoption of the amendment, the amendment is approved by the vote of a
majority of the outstanding shares of the Company represented and
voting at a shareholders meeting or by the written consent of a
majority of the outstanding shares of the Company where the amendment
will:
(i) Increase the number of shares reserved for
options under the 1997 Plan;
(ii) Materially modify the requirements as to
eligibility for participation in the 1997 Plan; or
(iii) Materially increase the benefits accruing to
participants under the 1997 Plan.
It is expressly contemplated that the Board may amend the
1997 Plan in any respect the Board deems necessary or advisable to
provide optionees with the maximum benefits provided or to be provided
under the provisions of the Code and the regulations promulgated
thereunder relating to incentive stock options and/or to bring the
1997 Plan and/or options granted under it into compliance therewith.
(b) Rights and obligations under any option granted
pursuant to the 1997 Plan, while the 1997 Plan is in effect, shall not
be altered or impaired by any amendment, suspension or termination of
the 1997 Plan, except with the consent of the person to whom the stock
or option was granted.
12. TERMINATION OR SUSPENSION OF THE 1997 PLAN.
(a) The Committee may suspend or terminate the 1997 Plan
at any time. Unless sooner terminated, the 1997 Plan shall terminate
ten years from the effective date of the 1997 Plan. No options may be
granted under the 1997 Plan while the 1997 Plan is suspended or after
it is terminated.
(b) Rights and obligations under any option granted
pursuant to the 1997 Plan, while the 1997 Plan is in effect, shall not
be altered or impaired by suspension or termination of the 1997 Plan,
except with the consent of the person to whom the stock or option was
granted.
13. EFFECTIVE DATE OF PLAN. The 1997 Plan shall be deemed
adopted as of February18, 1997. The 1997 Plan shall become effective
as determined by the Board, but no options granted under the 1997 Plan
shall be exercised unless and until the 1997 Plan has been approved
within twelve (12) months after February 18, 1997 by the vote of the
holders of a majority of the outstanding shares of the Company
represented and voting at a shareholders meeting or by the written
consent of a majority of the outstanding shares of the Company and, if
required, an appropriate permit has been issued by the Director of
Business Registration of the Hawaii Department of Commerce and
Consumer Affairs.
The CPB Inc. 1997 Stock Option Plan is hereby approved and
adopted in all respects.
STOCK OPTION PLAN COMMITTEE
/s/Stanley W. Hong
Stanley W. Hong
/s/Dennis I. Hirota, Ph.D.
Dennis I. Hirota, Ph.D.
/s/Daniel M. Nagamine
Daniel M. Nagamine
BOARD OF DIRECTORS
/s/Paul Devens
Paul Devens
/s/Alice J. Guild
Alice J. Guild
/s/Dennis I. Hirota, Ph.D.
Dennis I. Hirota, Ph.D.
/s/Stanley W. Hong
Stanley W. Hong
Kensuke Hotta
/s/Daniel M. Nagamine
Daniel M. Nagamine
/s/Joichi Saito
Joichi Saito
/s/Yoshiharu Satoh
Yoshiharu Satoh
/s/Naoaki Shibuya
Naoaki Shibuya
CPB INC.
INCENTIVE STOCK OPTION
_________________________, Optionee:
CPB Inc. (the "Company"), pursuant to its 1997 Stock
Option Plan (the "Plan") has this day granted to you, the Optionee
named above, an option to purchase shares of the common stock of
the Company ("Common Stock"). This option is intended to qualify
as an "incentive stock option" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
The details of your option are as follows:
1. The total number of shares subject to this option is
____________________ (_____). Subject to the foregoing and the
limitations contained herein, this option shall be exercisable with
respect to each installment shown below on or after the date of
vesting applicable to such installment, as follows:
Number of Shares Date of Earliest
(Installment) Exercise (Vesting)
2. (a) The exercise price of this option is
_______________ ($_____) per share, which is not less than the fair
market value of the Common Stock on the date of the grant of this
option, except that, if you own stock possessing more than ten
percent (10%) of the total combined voting power of all classes of
stock of the Company or any of its affiliates, then such exercise
price is not less than one hundred ten percent (110%) of the fair
market value of the Common Stock on the date of grant of this
option.
(b) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become
exercisable by you in cash or check payable to the order of the
Company at the time the option is exercised.
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3. The minimum number of shares with respect to which
this option may be exercised at any one time is fifty (50) except
as to an installment subject to exercise, as set forth in
paragraph 1, which amounts to fewer than fifty (50) shares, in
which case, as to the exercise of that installment, the number of
shares in such installment shall be the minimum number of shares.
This option may not be exercised so as to purchase fractional
shares.
4. The Company may require any optionee, or any person
to whom an option is transferred under paragraph 8, as a condition
of exercising the option, to give written assurances satisfactory
to the Company stating that such person is acquiring the stock
subject to the option for such person's own account and not with
any present intention of selling or otherwise distributing the
stock; provided, however, that the requirement of providing such
written assurances, and any assurances given pursuant to the
requirement, shall be inoperative if the shares issuable upon
exercise of this option are then registered under the Securities
Act of 1933, as amended (the "Act"), or, if such shares are not
then so registered, counsel to the Company has determined that such
written assurances are not required in the circumstances under the
then applicable federal or state securities laws.
5. The term of this option commences on the date hereof
and, unless sooner terminated as set forth below or in the Plan,
terminates on ________________. This option shall terminate prior
to the expiration of its term as follows: three (3) months after
the termination of your employment (including retirement at age
sixty-five (65)) with the Company and its subsidiaries for any
reason, unless (a) such termination of employment is due to your
permanent and total disability (within the meaning of
Section 22(e)(3) of the Code), in which case the option shall
terminate on the earlier of (i) the termination date set forth
above or (ii) the later of (A) __________ months after such
termination date (which date shall not exceed one (1) year
following such termination of employment or (B) in the event you
die during the one (1) year period following such termination,
___________ months following the date of your death (which date
shall be no later than one (1) year after your death; (b) such
termination of employment is due to your death, in which case the
option shall terminate on the earlier of the termination date set
forth above or _________ months following such termination (which
date shall not exceed one (1) year after your death); or (c) such
termination of employment is for cause (as defined in the Plan)
whereupon this option terminates immediately (except that such
termination may be waived by the Board of Directors. In the event
of your termination of employment other than for disability, death
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<PAGE>
or cause, and in the event you die within the three (3) month
period described above, this option may be exercised after your
death during the one year period commencing with your termination
of employment by the person or persons to whom your rights under
this option pass by will or by the laws of descent and
distribution. However, in any and all circumstances, this option
may be exercised following termination of employment only as to
that number of shares as to which it was exercisable on the date of
termination of employment under the provisions of paragraph 1 of
this option.
6. This option may be exercised, to the extent
specified above, by delivering ten (10) days' written notice of
exercise together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate,
during regular business hours, together with such additional
documents as the Company may then require pursuant to
subparagraph 5(g) of the Plan.
7. This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during
your life only by you.
8. Any notices provided for in this option or the Plan
shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to
you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the address specified below or at such
other address as you hereafter designate by written notice to the
Company.
9. This option is subject to all the provisions of the
Plan, a copy of which is attached hereto, and its provisions are
hereby made a part of this option, including without limitation,
the provisions of paragraph 5 of the Plan relating to option
provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the
Plan, the provisions of the Plan shall control.
10. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or tax
effects to you with respect to this grant. You are encouraged to
seek legal and tax advice from your own legal and tax advisers as
soon as possible.
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<PAGE>
11. By accepting this grant and the shares of Common
Stock covered thereby, and by signing this instrument, you
acknowledge that you are familiar with the terms of the grant and
the Plan, that you have been encouraged by the Company to discuss
the grant and the Plan with your own legal and tax advisers, and
that you agree to be bound by the terms of the grant and the Plan.
12. You acknowledge that federal and state income and
payroll tax may apply upon certain events related to the shares
acquired upon exercise of this option. You agree that such
withholding may be accomplished with respect to the cash
compensation (if any) due to you from the Company. If withholding
pursuant to the foregoing sentence is insufficient (in the sole
judgment of the Company) to satisfy the full withholding
obligation, you agree that at the election of the Company either:
(a) you will pay over to the Company the amount of cash or, if
permitted by applicable law and acceptable to the Company, property
with a value necessary to satisfy such remaining withholding
obligation on the date the option is exercised or at a time
thereafter specified in writing by the Company; or (b) the Company
may if permitted by applicable law withhold an amount of optioned
shares equal in value (as of the date of option exercise) to the
amount of the remaining withholding obligation. Upon due notice
from you and if permitted by applicable law, the Company may
satisfy the entire withholding obligation by withholding shares as
provided in (b) above in lieu of withholding from your cash
compensation.
Dated this ____ day of _______________.
Very truly yours,
CPB Inc.
By_________________________
Duly authorized on behalf of
the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option
and understands that all rights and liabilities with respect to
this option are set forth in the option and the Plan; and
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<PAGE>
(b) Acknowledges that as of the date of grant of
this option, it sets forth the entire understanding between the
undersigned Optionee and the Company regarding the acquisition of
stock in the Company and supersedes all prior oral and written
agreements on that subject.
______________________________
Optionee
Address:_______________________
_______________________________
Attachments:
CPB Inc. 1997 Stock Option Plan
5
CPB INC.
NON-QUALIFIED STOCK OPTION
(NON-EMPLOYEE DIRECTOR)
_________________________, Optionee:
CPB Inc. (the "Company"), pursuant to its 1997 Stock
Option Plan (the "Plan") has this day granted to you, the Optionee
named above, an option to purchase shares of the common stock of
the Company ("Common Stock"). This option is not intended to
qualify as an "incentive stock option" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
The details of your option are as follows:
1. The total number of shares subject to this option is
____________________ (_____). Subject to the foregoing and the
limitations contained herein, this option shall be exercisable with
respect to each installment shown below on or after the date of
vesting applicable to such installment, as follows:
Number of Shares Date of Earliest
(Installment) Exercise (Vesting)
2. (a) The exercise price of this option is
_______________ ($_____) per share, which is not less than the fair
market value of the Common Stock on the date of the grant of this
option.
(b) The exercise price per share shall be paid upon
exercise of all or any part of each installment which has become
exercisable by you in cash or check payable to the order of the
Company at the time the option is exercised.
3. The minimum number of shares with respect to which
this option may be exercised at any one time is fifty (50) except
as to an installment subject to exercise, as set forth in
paragraph 1, which amounts to fewer than fifty (50) shares, in
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<PAGE>
which case, as to the exercise of that installment, the number of
shares in such installment shall be the minimum number of shares.
This option may not be exercised so as to purchase fractional
shares.
4. The Company may require any optionee, or any person
to whom an option is transferred under paragraph 7, as a condition
of exercising the option, to give written assurances satisfactory
to the Company stating that such person is acquiring the stock
subject to the option for such person's own account and not with
any present intention of selling or otherwise distributing the
stock; provided, however, that the requirement of providing such
written assurances, and any assurances given pursuant to the
requirement, shall be inoperative if the shares issuable upon
exercise of this option are then registered under the Securities
Act of 1933, as amended (the "Act"), or, if such shares are not
then so registered, counsel to the Company has determined that such
written assurances are not required in the circumstances under the
then applicable federal or state securities laws.
5. The term of this option commences on the date hereof
and, unless sooner terminated as set forth below or in the Plan,
terminates on ____________. This option shall terminate prior to
the expiration of its term as follows: three (3) months after the
cessation of your directorship (including retirement at age sixty-
five (65)) with the Company and its subsidiaries for any reason,
unless (a) such cessation of directorship is due to your permanent
and total disability (within the meaning of Section 22(e)(3) of the
Code), in which case the option shall terminate on the earlier of
(i) the cessation date set forth above or (ii) the later of (A)
__________ months after such cessation date (which date shall not
exceed one (1) year following such cessation of directorship or (B)
in the event you die during the one (1) year period following such
cessation, ___________ months following the date of your death
(which date shall be no later than one (1) year after your death;
(b) such cessation of directorship is due to your death, in which
case the option shall terminate on the earlier of the cessation
date set forth above or _________ monhts following such cessation
(which date shall not exceed one (1) year after your death); or
(c) such cessation of directorship is for cause (as defined in the
Plan) whereupon this option terminates immediately (except that
such cessation may be waived by the Board of Directors. In the
event of your cessation of directorship other than for disability,
death or cause, and in the event you die within the three (3) month
period described above, this option may be exercised after your
death during the one year period commencing with your cessation of
directorship by the person or persons to whom your rights under
this option pass by will or by the laws of descent and
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<PAGE>
distribution. However, in any and all circumstances, this option
may be exercised following cessation of directorship only as to
that number of shares as to which it was exercisable on the date of
cessation of directorship under the provisions of paragraph 1 of
this option.
6. This option may be exercised, to the extent
specified above, by delivering ten (10) days' written notice of
exercise together with the exercise price to the Secretary of the
Company, or to such other person as the Company may designate,
during regular business hours, together with such additional
documents as the Company may then require pursuant to
subparagraph 5(g) of the Plan.
7. This option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during
your life only by you.
8. Any notices provided for in this option or the Plan
shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by the Company to
you, five (5) days after deposit in the United States mail, postage
prepaid, addressed to you at the address specified below or at such
other address as you hereafter designate by written notice to the
Company.
9. This option is subject to all the provisions of the
Plan, a copy of which is attached hereto, and its provisions are
hereby made a part of this option, including without limitation,
the provisions of paragraph 5 of the Plan relating to option
provisions, and is further subject to all interpretations,
amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the
Plan, the provisions of the Plan shall control.
10. The Company is not providing you with advice,
warranties, or representations regarding any of the legal or tax
effects to you with respect to this grant. You are encouraged to
seek legal and tax advice from your own legal and tax advisers as
soon as possible.
11. By accepting this grant and the shares of Common
Stock covered thereby, and by signing this instrument, you
acknowledge that you are familiar with the terms of the grant and
the Plan, that you have been encouraged by the Company to discuss
the grant and the Plan with your own legal and tax advisers, and
that you agree to be bound by the terms of the grant and the Plan.
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<PAGE>
Dated this ____ day of _______________.
Very truly yours,
CPB Inc.
By____________________________
Duly authorized on behalf of
the Board of Directors
The undersigned:
(a) Acknowledges receipt of the foregoing option
and understands that all rights and liabilities with respect to
this option are set forth in the option and the Plan; and
(b) Acknowledges that as of the date of grant of
this option, it sets forth the entire understanding between the
undersigned Optionee and the Company regarding the acquisition of
stock in the Company and supersedes all prior oral and written
agreements on that subject.
______________________________
Optionee
Address:_______________________
_______________________________
Attachments:
CPB Inc. 1997 Stock Option Plan
4
The Board of Directors
CPB Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of CPB Inc., registering 500,000 shares of
common stock pursuant to the CPB Inc. 1997 Stock Option Plan, of
our report dated February 26, 1997, relating to the consolidated
balance sheets of CPB Inc. and subsidiary as of December 31, 1996
and 1995, and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1996, which
report appears in the December 31, 1996 annual report on Form 10-K
of CPB Inc.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Honolulu, Hawaii
September 18, 1997
