exhibit10-15.htm


    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:

     

    
      	
              1.  

            	
              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;”

     

    
      	
              2.  

            	
              Section 1.11
      shall be amended to read as
follows:

            


    

     

    “Separation
from Service” is as defined in Treas. Reg. §1.409A-1(h).

     

    
      	
              3.  

            	
              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”

     

    
      	
              4.  

            	
              Section 2.1.1(b)
      shall be deleted in its entirety.

            


    

     

    
      	
              5.  

            	
              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 Termination of
Employment or Termination for Good Reason within 36 months after the Change in
Control.”

     

    
      	
              6.  

            	
              Section 2.4.3
      shall be amended to read as
follows:

            


    

     

    “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.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              A
      new Section 2.4.4 shall be added to the SERP, to read as
      follows:

            


    

     

    “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 prior to the Change in Control (the “Accounting Firm”) which
shall provide detailed supporting calculations both to the Company and the
Executive within fifteen (15) business days of the receipt of notice from the
Company or the Executive that there has been a Benefit, or such earlier time as
is requested by the Company (collectively, the
“Determination”).  Notwithstanding the foregoing, in the event (i) the
Board shall determine prior to the Change in Control that the Accounting Firm is
precluded from performing such services under applicable auditor independence
rules, (ii) the Audit Committee of the Board determines that it does not want
the Accounting Firm to perform such services because of auditor independence
concerns or (iii) the Accounting Firm is serving as accountant or auditor for
the person(s) effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company and the Company shall enter into any agreement
requested by the Accounting Firm in connection with the performance of the
services hereunder.  The Gross-Up Payment with respect to any Benefit
shall be made no later than thirty (30) days following such
Benefit.  If the Accounting Firm determines that no Excise Tax is
payable by the Executive, it shall furnish the Executive with a written opinion
to such effect, and to the effect that failure to report the Excise Tax, if any,
on the Executive’s applicable federal income tax return will not result in the
imposition of a negligence or similar penalty.  The Determination by
the Accounting Firm shall be binding upon the Company and the
Executive.  As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the Determination, it is possible that
Gross-Up Payments which will not have been made by the Company should have been
made (“Underpayment”) or Gross-Up Payments are made by the Company which should
not have been made (“Overpayment”), consistent with the calculations required to
be made hereunder.  In the event the amount of the Gross-Up Payment is
less than the amount necessary to reimburse the Executive for the Excise Tax,
the Accounting Firm shall determine the amount of the Underpayment that has
occurred and any such Underpayment (together with interest at the rate provided
in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to
or for the Executive’s benefit (but in any event no later than by the end of the
Executive’s taxable year next following the taxable year in which the Excise Tax
is remitted).  In the event the amount of the Gross-Up Payment exceeds
the amount necessary to reimburse the Executive for the Excise Tax, the
Accounting Firm shall determine the amount of the Overpayment that has been made
and any such Overpayment (together with interest at the rate provided in Section
1274(b)(2) of the Code) shall be promptly paid by the Executive to or for the
benefit of the Company immediately after it is refunded to the Executive by the
Internal Revenue Service.  The Executive shall cooperate, to the
extent the Executive’s expenses are reimbursed by the Company, with any
reasonable requests by the Company in connection with any contests or disputes
with the Internal Revenue Service in connection with the Excise
Tax.”

    


    
      	
              8.  

            	
              Section 2.5
      shall be amended to read as
follows:

            


    

     

    “Form of Lifetime
Benefits.  The Company shall pay the lifetime benefits under
this Article II, to the Executive in the form elected by the Executive in
accordance with the attached Exhibit A.  The Executive’s election as
to the form of benefit must be made prior to December 31,
2008.  Except as provided in Section 409A of the Code and related
Treasury Regulations and as permitted by the Company, the Executive may not
change the election, and no acceleration of the time or schedule of any payment
under this Agreement shall be permitted.”

     

    
      	
              9.  

            	
              Section 5.3
      shall be amended to read as
follows:

            


    

     

    “Section
409A.  Notwithstanding any other provision of this Agreement,
to the extent that any amount payable to the Executive pursuant to the Agreement
is determined by the Company to constitute “non-qualified deferred compensation”
subject to Section 409A of the Code (“Section 409A”) and is payable to the
Executive by reason of the Executive’s termination of employment, then (i) such
payment shall be made to the Executive only upon a Separation from Service and
(ii) if the Executive is a “specified employee” (within the meaning of Section
409A as determined by the Company), such payment shall not be made before the
date that is six months after the date of the Executive’s Separation from
Service (or, if earlier than the expiration of such six-month period, the date
of death).  Neither the Company nor its affiliates shall have any
liability to the Executive or Beneficiary or otherwise if the Agreement or any
amounts paid or payable hereunder are subject to the additional tax and
penalties under Section 409A of the Code.”

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              10.  

            	
              Exhibit
      C shall be amended by amending the text under the heading, “Section
      2.1.1(a)(i) Offset Assumptions” to read as
  follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Blenn
      Fujimoto

                                
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                                  Change
      in

                                	 
      	 
      	
                                  All
      Other

                                
	
                                  Termination

                                	 
      	
                                  Control

                                	 
      	 
      	
                                  Benefit

                                
	
                                  Year

                                	 
      	
                                  Offset
      ($)

                                	 
      	 
      	
                                  Offset
      ($)

                                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  1/1/2008

                                	 
      	
                                  1,701

                                	 
      	 
      	
                                  4,828

                                
	
                                  1/1/2009

                                	 
      	
                                  1,966

                                	 
      	 
      	
                                  5,213

                                
	
                                  1/1/2010

                                	 
      	
                                  2,253

                                	 
      	 
      	
                                  5,584

                                
	
                                  1/1/2011

                                	 
      	
                                  2,564

                                	 
      	 
      	
                                  5,941

                                
	
                                  1/1/2012

                                	 
      	
                                  2,902

                                	 
      	 
      	
                                  6,284

                                
	
                                  1/1/2013

                                	 
      	
                                  3,269

                                	 
      	 
      	
                                  6,614

                                
	
                                  1/1/2014

                                	 
      	
                                  3,666

                                	 
      	 
      	
                                  6,933

                                
	
                                  1/1/2015

                                	 
      	
                                  4,097

                                	 
      	 
      	
                                  7,240

                                
	
                                  1/1/2016

                                	 
      	
                                  4,562

                                	 
      	 
      	
                                  7,535

                                
	
                                  1/1/2017

                                	 
      	
                                  5,065

                                	 
      	 
      	
                                  7,818

                                
	
                                  1/1/2018

                                	 
      	
                                  5,609

                                	 
      	 
      	
                                  8,092

                                
	
                                  1/1/2019

                                	 
      	
                                  6,197

                                	 
      	 
      	
                                  8,355

                                
	
                                  1/1/2020

                                	 
      	
                                  6,831

                                	 
      	 
      	
                                  8,608

                                
	
                                  1/1/2021

                                	 
      	
                                  7,516

                                	 
      	 
      	
                                  8,851

                                
	
                                  1/1/2022

                                	 
      	
                                  8,256

                                	 
      	 
      	
                                  9,086

                                
	
                                  1/1/2023

                                	 
      	
                                  9,053

                                	 
      	 
      	
                                  9,312

                                
	
                                  6/1/2022

                                	 
      	
                                  9,494

                                	 
      	 
      	
                                  9,494

                                
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  Note:  Monthly
      offsets.

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

       

    

    IN
WITNESS WHEREOF, the Company has caused this First Amendment to the SERP to be
duly executed on this 31st day of
December, 2008.

    


    


    CENTRAL
PACIFIC FINANCIAL CORPORATION

    


    


    By:           /s/ Karen K.
Street

    Executive Vice President and Director
of Human Resources

    


     

    /s/ Blenn A.
Fujimoto

    BLENN A.
FUJIMOTO