CB Bancshares, Inc. - Exhibit 10.1



 



Exhibit 10.1


AMENDMENT TO

THE CITY BANK

CHANGE OF CONTROL AGREEMENT

		
	 	               FOR






               This Amendment between City Bank, a Hawaii corporation (“Corporation”),
and                               ,                              of the
Corporation (“Executive”), dated as of this 1st day of June, 2002.



W I T N E S S E T H:


               WHEREAS, the Corporation (through International Savings and Loan
Association, Ltd. (“IS&L”), a predecessor entity which has been merged into the
Corporation), and the Executive have entered into the City Bank Change of
Control Agreement for                               
dated                               (“Agreement”); and



               WHEREAS, Section 13(b) of the Agreement provides that the Agreement may
only be amended by written agreement executed by the Corporation and the
Executive.



               NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Agreement and herein, it is hereby agreed by and between the
parties hereto that:



               1. Effective as of June 1, 2002, the Agreement shall be amended by adding
the following new Section 7A at the end Section 7:




		
	 	     7A. Excess Parachute Payment. If any benefit payable under
this Agreement would create an excise tax under the excess
parachute rules of Code Sections 280G and 4999, the Corporation
shall pay to the Executive an additional amount (the “Gross-up”)
equal to the excise penalty tax amount divided by the sum of one
minus the sum of the penalty tax rate plus the executive’s
marginal income tax rate. The Gross-up shall be paid in a lump
sum within 60 days of Termination of Employment following Change
in Control.




		
	 	     In the event the Internal Revenue Service adjusts the excise
tax computation of the Corporation, as provided in this Section
7A, such that the Executive is liable for the payment of a greater
excise tax under Code Sections 280G and 4999, or such that the
Executive does not receive the
full benefit that he would have received, the Corporation shall
reimburse the Executive for the full amount necessary to make the
Executive whole, including the value of the excise tax and all
corresponding interest and penalties due to the Internal Revenue
Service.



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          2. Effective as of the date of merger between IS&L and the Corporation,
the term “City Bank” shall be inserted in lieu of the term “International
Savings and Loan Association, Ltd.” as such term appears in the Agreement and,
pursuant to Section 12 of the Agreement, the Corporation shall assume any and
all rights, responsibilities, and obligations, in its role as the “Corporation”
under the Agreement.



          IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand
and the Corporation has caused this Agreement to be executed in its name on its
behalf, and its corporate seal to be hereunto affixed and attested by its
Secretary, all as of the day and year first written above.




	 	 	 	 	 	 	 	 	 
	ATTEST:	 	CITY BANK	 
	 	 	 	 	 	 	 	 	 
	By	 	 	 	By	 	 	 	 
	 	

	 	 	


	 	
Its Secretary
	 	 	Its	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	“Corporation”
	 	 	 	 	 	 	 	 	 
	 	 	 	 	

	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	“Executive”



(end of document)



Schedule of officers whose Change in Control Agreements were amended:


Ronald K. Migita

Richard C. Lim

Dean K. Hirata

Warren Y. Kunimoto

Jasen H. Takei




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