exhibit10-7.htm


    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:

    


    
      	
              1.  

            	
              The
      following sentence shall be added to the end of the third paragraph in
      Section 4.2:

            


    

     

    “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.”

     

    
      	
              2.  

            	
              The
      following proviso shall be added to the end of the final sentence in
      Section 8.7:

            


    

     

    “,
provided that such dividends or dividend equivalents shall be paid or provided
in a manner compliant with Section 409A of the Code”

     

    
      	
              3.  

            	
              Section 9.4
      shall be amended to read as
follows:

            


    

     

    “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 1⁄2 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 forth in the
Award Agreement pertaining to the grant of the Award.”

    


    
      	
              4.  

            	
              The
      following proviso shall be added to the end of the final sentence in
      Section 9.5:

            


    

     

    “,
provided that such dividends or dividend equivalents shall be paid or provided
in a manner compliant with Section 409A of the Code”

     

    
      	
              5.  

            	
              The
      following proviso shall be added to the end of the final sentence in
      Section 10.7:

            


    

     

    “,
provided that such dividends or dividend equivalents shall be paid or provided
in a manner compliant with Section 409A of the Code”

     

    
      	
              6.  

            	
              The
      following proviso shall be added to the end of the final sentence in
      Article 13:

            


    

     

    “,
provided that such rules and procedures for any deferrals or deferral elections
pursuant to this Article 13 shall comply in all respects with
Section 409A of the Code”

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              7.  

            	
              The
      first sentence of Article 15 shall be amended to read as
      follows:

            


    

     

    “Upon the
occurrence of a Change in Control, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges, or unless the Committee
shall determine otherwise in the Award Agreement:”

     

    
      	
              8.  

            	
              The
      following proviso shall be added to the end of the first sentence in
      Section 16.1:

            


    

     

    “,
provided that any such alteration, amendment, modification, suspension or
termination of the Plan pursuant to this Article 16 shall be effected in a
manner compliant with Section 409A of the Code”

     

    
      	
              9.  

            	
              The
      following sentence shall be added as the final sentence of
      Section 16.2:

            


    

     

    “Notwithstanding
anything to the contrary, any adjustments pursuant to this Section 16.2
shall be effected in a manner compliant with Section 409A of the
Code.”

     

    
      	
              10.  

            	
              A
      new Section 20.6 shall be added to the Plan as
    follows:

            


    

     

    “Section 409A of the
Code.  It is the Company’s intent that payments under the Plan
are exempt from, and do not constitute “deferred compensation” subject to,
Section 409A of the Code and that the Plan be administered
accordingly.  If and to the extent that any payment is determined by
the Company to constitute “non-qualified deferred compensation” subject to
Section 409A of the Code and is payable hereunder to a Participant by reason of
his termination of employment, then (a) such payment or benefit shall be made or
provided to the Participant only upon a “separation from service” as defined for
purposes of Section 409A of the Code under applicable regulations and (b) if the
Participant is a “specified employee” (within the meaning of Section 409A of the
Code and as determined by the Company), such payment shall not be made or
provided before the date that is six months after the date of the Participant’s
separation from service (or his earlier death).  Neither the Company
nor its affiliates shall have any liability to any Participant, Participant’s
spouse or other beneficiary of any Participant’s spouse or other beneficiary of
any Participant or otherwise if the Plan or any amounts paid or payable
hereunder are subject to the additional tax and penalties under Section 409A of
the Code.”

    


    IN
WITNESS WHEREOF, the Compensation Committee has caused this Amendment 2008-1 to
the Plan 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