This excerpt taken from the BOH 8-K filed Dec 22, 2008.
A. Indemnitee is a director of the Company and in such capacity is performing valuable services to the Company.
B. The Companys Bylaws, as amended, provide for the indemnification of the directors of the Company to the fullest extent permitted by applicable law, including the General Corporation Law of the State of Delaware ( DGCL ).
C. The Bylaws, as amended, and the DGCL specifically provide that they are not exclusive and thereby contemplate that contracts may be entered into between the Company and the members of the Board of Directors (the Board) with respect to indemnification of such directors.
D. This Agreement is a supplement to and in furtherance of the certificate of incorporation and bylaws of the Company, as amended, and any resolutions adopted pursuant thereto, and the DGCL, and shall not be deemed a substitute therefore, nor to diminish or abrogate any rights of Indemnitee there under.
E. In order to induce Indemnitee to serve or to continue to serve as a director of the Company, the Company has entered into this Agreement with Indemnitee.