Exhibit 10.7
Amendment No. 2008-1 to the
Central Pacific Financial Corporation
2004 Stock Compensation
Plan
THIS AMENDMENT (the “ Amendment
”) is made by Central Pacific Financial Corporation (the
“ Company ”) to be effective as of December 31,
2008.
WHEREAS, the
Company maintains the 2004 Stock Compensation Plan (the “
Plan ”) for the benefit of certain participants
(“ Participants ”);
WHEREAS, the
Company desires to amend certain provisions of the Plan in order to
comply with Section 409A of the Internal Revenue Code of 1986, as
amended (“ Section 409A ”); and
WHEREAS, the
Company has reserved the right to amend or modify the
Plan.
NOW, THEREFORE,
the Plan is hereby amended as follows:
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The following
sentence shall be added to the end of the third paragraph in
Section 4.2:
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“Notwithstanding anything to the contrary,
any adjustments, modifications, amendments or changes of any kind
made pursuant to this Section 4.2 shall be made in a manner
compliant with Section 409A of the Code.”
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The following
proviso shall be added to the end of the final sentence in
Section 8.7:
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“,
provided that such dividends or dividend equivalents shall be paid
or provided in a manner compliant with Section 409A of the
Code”
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Section 9.4 shall be amended to read as
follows:
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“Payment
of earned Performance Shares/Performance Units shall be as
determined by the Committee and as evidenced in the Award
Agreement. Subject to the terms of the Plan, the
Committee, in its sole discretion, may pay earned Performance
Shares/Performance Units in the form of cash or in Shares (or in a
combination thereof) equal to the value of the earned Performance
Shares/Performance Units as soon as practicable after the end of
the applicable Performance Period, but in no event later than 2
½ months following the end of the calendar year in which
such Performance Period ends; provided, however, that any Shares
may be granted subject to restrictions deemed appropriate by the
Committee, but only if the terms of such restrictions are compliant
with Section 409A of the Code. The determination of
the Committee with respect to the form of payout of such Awards
shall be set fort
