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 • April 18th, 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 AGREEMENTManagement Services Agreement • April 18th, 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 • April 18th, 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”).
TAX SHARING AGREEMENT BY AND AMONG BNP PARIBAS S.A., BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.) AND BANCWEST HOLDING INC. dated as of April 1, 2016Tax Sharing Agreement • April 18th, 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.
