Exhibit 10.15
Amendment No. 1 to the
Supplemental Executive Retirement Plan
Between Central Pacific Financial
Corporation and Blenn A. Fujimoto
THIS AMENDMENT (the “ Amendment
”) is made by Central Pacific Financial Corporation (the
“ Company ”) to be effective as of December 31,
2008.
WHEREAS, the
Company has entered into a Supplemental Executive Retirement Plan
(the “ SERP ”), dated as of July 1, 2005, for
the benefit of Blenn A. Fujimoto (the “ Executive
”);
WHEREAS, the
Company desires to amend certain provisions of the SERP in order to
comply with Section 409A of the Internal Revenue Code of 1986, as
amended (“ Section 409A ”), and to remove
certain references to the Executive’s expired employment
agreement; and
WHEREAS, the
Company and the Executive have reserved the right to amend or
modify the SERP.
NOW, THEREFORE,
the SERP is hereby amended as follows:
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Section 1.3, clauses (a), (c) and (d) shall
be amended to read as follows:
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“(a) the Executive’s willful
failure to perform substantially all of the Executive’s
responsibilities of the Executive’s position, after demand
for substantial performance has been given by the Board of
Directors that specifically identifies how the Executive has not
substantially performed the Executive’s
responsibilities;”
“(c) the Executive’s willful or
intentional material breach of the Executive’s duties that
results in financial or reputational detriment to the Company or
its affiliates that is not de minimis;”
“(d) the Executive’s willful or
intentional material misconduct in the performance of the
Executive’s duties that results in financial or reputational
detriment to the Company or its affiliates that is not de
minimis;”
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Section 1.11 shall be amended to read as
follows:
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“Separation from Service” is as
defined in Treas. Reg. §1.409A-1(h).
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Section 2.1.1(a)(i) shall be amended to
read as follows:
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“The
amounts specified in Exhibit C as of the Executive’s
Normal Retirement Date; and”
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Section 2.1.1(b) shall be deleted in its
entirety.
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The second
sentence of Section 2.4.2 shall be amended to read as
follows:
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“Alternatively, prior to December 31,
2008, the Executive may elect that the Change-in-Control Benefit be
paid (or commence to be paid) on the first day of the month after
the date that is six months following the Executive’s
Involuntary Termination of Employment or Termination for Good
Reason within 36 months after the Change in
Control.”
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Section 2.4.3 shall be amended to read as
follows:
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“
Excess Parachute Payment . If any benefit payable
under this Agreement (determined without regard to any payment
under this Section 2.4.3) (the “Benefit”) would be
subject to the excise tax under Section 4999 of the Code (such
excise tax, together with any such interest and penalties,
collectively referred to as the “Excise Tax”), then the
provisions of Section 2.4.4 shall be applied to determine the
amount and timing of a “Gross-Up Payment” that the
Company shall pay to the Executive. The Gross-Up Payment
shall be in such amount that, after payment by the Executive of all
taxes (including, without limitation, any income taxes and any
interest and penalties imposed with respect thereto and any excise
tax) imposed upon the Gross-Up Payment, the Executive will retain
an amount of the Gross-Up Payment equal to the Excise Tax imposed
on the Benefit.”
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A new
Section 2.4.4 shall be added to the SERP, to read as
follows:
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“
Gross-Up Payment Determination . All
determinations required to be made including whether and when a
Gross-Up Payment is required, the amount of such Gross-Up Payment,
the amount of any Option Redetermination (as defined below) and the
assumptions to be utilized in arriving at such determinations,
shall be made by the public accounting firm that is retained by the
Company as of the date immediately pr
