Exhibit 10.17
Amendment No. 1 to the
Supplemental Executive Retirement Plan
Between Central Pacific Financial
Corporation and Dean K. Hirata
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 Dean K. Hirata (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 ”), to remove certain
references to the Executive’s expired employment agreement,
and to combine the documentation of the Executive’s
supplemental retirement agreement with CB Bancshares, Inc. with the
SERP; 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:
|
|
The second
through fifth recitals shall be amended to read as
follows:
|
“The
Executive was an employee of CB Bancshares, Inc.
(“CBBI”) prior to the merger of CBBI into the Company
effective September 15, 2004. Effective June 1, 2002,
CBBI and the Executive entered into a supplemental executive
retirement agreement (the “CBBI SERP”). The
Executive is continuing to accrue benefits under the CBBI
SERP.
Effective July
1, 2005, the Company and the Executive entered into a further
supplemental executive retirement agreement (the “CPF
SERP”) which provided that the Executive was entitled to the
greater of the benefits under the CBBI SERP or the benefits under
the CPF SERP. The Executive is continuing to accrue benefits under
the CPF SERP.
|
|
The Company and
the Executive desire to combine the CBBI SERP and the CPF SERP into
this Agreement, and to make clarifying amendments following the
expiry of the Executive’s Employment Agreement with the
Company. The Company and the Executive also intend to amend this
Agreement to comply with Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”).
|
|
|
This Agreement
is intended to be an unfunded, nonqualified deferred compensation
arrangement for purposes of the Code and the Employee Retirement
Income Security Act of 1974, as amended
(“ERISA”). All benefits payable under this
Agreement shall be paid out of the general assets of the
Company.”
|
|
|
Section 1.3, clauses (a), (c) and (d) shall
be amended to read as follows:
|
|
|
“(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;”
|
|
|
Section 1.11 shall be amended to read as
follows:
|
|
|
“Separation from Service” is as
defined in Treas. Reg. §1.409A-1(h).
|
|
|
Section 2.1 shall be amended to read as
follows:
|
|
|
“
Normal Retirement Benefit . Following the
Executive’s Separation from Service on or after his Normal
Retirement Date for reasons other than death, the Company shall pay
to the Executive, in lieu of any other benefit under this
Agreement, the greater of (1) the “Normal Retirement
Benefit” described in this Section 2.1 and (2) the actuarial
equivalent of $19,708.58 per month payable in equal monthly
installments over a 20-year term commencing on the first day of the
month following the Executive’s 65th birthday (the
“Minimum Termination Benefit”).”
|
|
|
Section 2.1.1(a)(i) shall be amended to
read as follows:
|
|
|
“The
amounts specified in Exhibit C as of the Executive’s
Normal Retirement Date; and”
|
|
|
Section 2.1.1(b) shall be deleted in its
entirety.
|
|
|
Section 2.2 shall be amended to read as
follows:
|
|
|
“
Early Termination Benefit . Following the
Executive’s Separation from Service on an Early Termination
Date, the Company shall pay to the Executive, in lieu of any other
benefit under this Agreement, the greater of (1) the “Early
Termination Benefit” described in this Section 2.2 and (2)
the Minimum Termination Benefit.”
|
|
|
Section 2.3 shall be amended to read as
follows:
|
|
|
“
Disability Benefit . Following the
Executive’s termination of employment due to Disability prior
to the Executive’s Normal Retirement Date, the Company shall
pay to the Executive, in lieu of any other benefit under this
Agreement, the greater of (1) the “Disability Benefit”
described in this Section 2.3 and (2) the Minimum Termination
Benefit.”
|
|
|
Section 2.4 shall be amended to read as
follows:
|
|
|
“
Change-in-Control Benefit . Upon the
Executive’s Involuntary Termination of Employment or
Termination for Good Reason prior to his Normal Retirement Date and
within 36 months following the occurrence of a Change in Control,
the Company shall pay to the Executive, in lieu of any other
benefit under this Agreement, the greater of (1) the
“Change-in-Control Benefit” described in this Section
2.4 and (2) the Minimum Termination Benefit.”
|
|
|
The second
sentence of Section 2.4.2 shall be amended to read as
follows:
|
|
|
“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 Terminatio
|
