exhibit10-21.htm


    Exhibit
10.21

    


     

    Amendment
No. 2008-1 to the Central Pacific Financial Corporation

    2004
Annual Executive Incentive 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
Annual Executive Incentive 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
      final sentence of the paragraph entitled, “Participant Payout” shall be
      amended to read as follows:

            


    

     

    “Payment
of any award amounts will be made after audited financial statements are made
available, but no later than March 15 of the calendar year following the year in
which the Plan Year closes, or such later date as permitted by applicable tax
rules.”

    


    
      	
              2.  

            	
              The
      final sentence of the paragraph entitled, “Termination of Employment”
      shall be amended to read as
follows:

            


    

     

    “Any
exceptions to this provision must be approved by the Committee, in its sole
discretion, provided that any award amounts will be paid no later than March 15
of the calendar year following the year in which the Plan Year closes, or such
later date as permitted by applicable tax rules.”

    


    
      	
              3.  

            	
              The
      following paragraph shall be added as the last paragraph of the
      Plan:

            


    

     

    “Section 409A of the Internal Revenue
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