Exhibit 10.13


 


CENTRAL PACIFIC BANK

SUPPLEMENTAL RETIREMENT AGREEMENT


 


THIS AGREEMENT is adopted
this 28th day of June, 2002, by and between CENTRAL PACIFIC BANK, a
state-chartered commercial bank located in Honolulu, Hawaii (the “Company”),
and JOICHI SAITO (the “Executive”).


 


INTRODUCTION


 


To provide supplemental
retirement benefits to the Executive for his years of service to the Company,
the Company is willing to provide the benefits contained in this Agreement to
the Executive. The Company will pay the benefits from its general assets.


 


AGREEMENT


 


The Company and the
Executive agree as follows:


 


Article 1

Definitions


 


Whenever used in this
Agreement, the following words and phrases shall have the meanings specified:


 


1.1         “Code” means the Internal Revenue Code of 1986, as amended.


 


1.2         “Normal Retirement Date”
means the June 30, 2002.


 


1.3         “Plan Year”
means a twelve-month period commencing on July 1 and ending on June 30 of each
year.  The initial Plan Year shall
commence on July 1, 2002.


 


1.4         “Termination for Cause”
See Article 5.


 


1.5         “Termination of
Employment” means that the Executive ceases to be employed by the
Company for any reason, voluntary or involuntary, other than by reason of a
leave of absence approved by the Company.


 


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Article 2

Lifetime Benefits


 


2.1         Normal Retirement Benefit.
Upon Termination of Employment on or after the Normal Retirement Date for
reasons other than death, the Company shall pay to the Executive the benefit
described in this Section 2.1 in lieu of any other benefit under this
Agreement.


 


2.1.1     Amount
of Benefit. The annual benefit under this Section 2.1 is $75,000.
The Company’s Board of Directors, in its sole discretion, may increase the
annual benefit under this Section 2.1.1.


 


2.1.2     Payment of Benefit. The Company
shall pay the annual benefit to the Executive in 12 equal monthly installments
commencing with the month following the Executive’s Normal Retirement Date,
paying the annual benefit to the Executive for his remaining lifetime, or to
his beneficiary for her remaining lifetime or June 2020, whichever comes first.


 


Article 3

Death Benefits


 


3.1         Death During Active
Service. If the Executive dies while in the active service of the
Company, the Company shall pay to the Executive’s beneficiary the benefit
described in this Section 3.1. This benefit shall be paid in lieu of the
benefits under Article 2.


 


3.1.1     Amount
of Benefit. The annual benefit under this Section 3.1 is the Normal
Retirement Benefit amount described in Section 2.1.1.


 


3.1.2     Payment of Benefit. The Company
shall pay the annual to the Executive’s Beneficiary in 12 equal monthly
installments commencing with the month following the Executive’s death, paying
the annual benefit to the Executive’s beneficiary for her remaining lifetime or
until June 2020, whichever comes first.


 


3.2         Death During Payment of a
Lifetime Benefit. If the Executive dies after any Lifetime Benefit
payments have commenced under this Agreement but before receiving all such
payments, the Company shall pay the benefits to the Executive’s Beneficiary at
the same time and in the same amounts that would have been paid to the
Executive for the Beneficiary’s remaining lifetime or up to June 2020,
whichever comes first. If the Beneficiary does survive the Executive, then the
Beneficiary, has the right to petition the Company for an alternative form of
payment. However, the Company has complete and total authority regarding the
decision to grant an alternative form of payment. However, if the Beneficiary
does not survive the death of the Executive, then all remaining benefit
payments will cease.


 


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Article 4

Beneficiary


 


4.1         Beneficiary.
The beneficiary of the Executive shall be Ms. Yoko Saito.


 


Article 5

General Limitations


 


5.1         Termination for Cause.
Notwithstanding any provision of this Agreement to the contrary, the Company
shall not pay any benefit under this Agreement if the Company either (i)
terminates the Executive’s employment prior to the Normal Retirement Date for,
or (ii) while paying Lifetime Benefits determines that the Executive committed
one of the following acts while in the employ of the Company prior to the
Normal Retirement date:


 


(a)        Gross negligence or gross neglect of duties;


 


(b)        Commission of a felony or of a gross misdemeanor involving
moral turpitude; or


 


(c)        Fraud, disloyalty, dishonesty or willful
violation of any law or significant Company policy committed in connection with
the Executive’s employment and resulting in an adverse effect on the Company.


 


Article 6

Claims and Review Procedures


 


6.1         Claims Procedure.
An Executive or beneficiary (“claimant”) who has not received benefits under
the Agreement that he or she believes should be paid shall make a claim for
such benefits as follows:


 


6.1.1     Initiation
– Written Claim. The claimant initiates a claim by submitting to the
Company a written claim for the benefits.


 


6.1.2     Timing of Company Response. The Company
shall respond to such claimant within 90 days after receiving the claim. If the
Company determines that special circumstances require additional time for
processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of
the initial 90-day period, that an additional period is required. The notice of
extension must set forth the special circumstances and the date by which the
Company expects to render its decision.


 


6.1.3     Notice
of Decision. If the Company denies part or all of the claim, the
Company shall notify the claimant in writing of such denial. The Company shall
write the notification in a manner calculated to be understood by the claimant.
The notification shall set forth:


 


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(a)        The specific reasons for the denial;


 


(b)        A reference to the specific provisions
of the Agreement on which the denial is based;


 


(c)        A description of any additional
information or material necessary for the claimant to perfect the claim and an
explanation of why it is needed;


 


(d)        An explanation of the Agreement’s review
procedures and the time limits applicable to such procedures; and


 


(e)        A statement of the claimant’s right to
bring a civil action under ERISA Section 502(a) following an adverse benefits
determination on review.


 


6.2         Review Procedure.
If the Company denies part or all of the claim, the claimant shall have the
opportunity for a full and fair review by the Company of the denial, as
follows:


 


6.2.1     Initiation
– Written Request. To initiate the review, the claimant, within 60
days after receiving the Company’s notice of denial, must file with the Company
a written request for review.


 


6.2.2     Additional
Submissions – Information Access. The claimant shall then have the
opportunity to submit written comments, documents, records and other
information relating to the claim. The Company shall also provide the claimant,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits.


 


6.2.3     Considerations on Review. In
considering the review, the Company shall take into account all material and
information the claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.


 


6.2.4     Timing of Company Response. The Company
shall respond in writing to such claimant within 60 days after receiving the
request for review. If the Company determines that special circumstances
require additional time for processing the claim, the Company can extend the
response period by an additional 60 days by notifying the claimant in writing,
prior to the end of the initial 60-day period, that an additional period is
required. The notice of extension must set forth the special circumstances and
the date by which the Company expects to render its decision.


 


6.2.5     Notice of Decision. The Company
shall notify the claimant in writing of its decision on review. The Company
shall write the notification in a manner calculated to be understood by the
claimant. The notification shall set forth:


 


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(a)        The specific reasons for the denial;


 


(b)        A reference to the specific provisions
of the Agreement on which the denial is based;


 


(c)        A statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant (as defined in
applicable ERISA regulations) to the claimant’s claim for benefits; and


 


(d)        A statement of the claimant’s right to
bring a civil action under ERISA Section 502(a).


 


Article 7

Amendments and Termination


 


This Agreement may be
amended or terminated only by a written agreement signed by the Company and the
Executive.


 


Article 8

Miscellaneous


 


8.1         Binding Effect.
This Agreement shall bind the Executive and the Company, and their
beneficiaries, survivors, executors, successors, administrators and transferees.


 


8.2         No Guarantee of
Employment. This Agreement is not an employment policy or contract.
It does not give the Executive the right to remain an employee of the Company,
nor does it interfere with the Company’s right to discharge the Executive. It
also does not require the Executive to remain an employee nor interfere with
the Executive’s right to terminate employment at any time.


 


8.3         Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
attached or encumbered in any manner.


 


8.4         Reorganization.
The Company shall not merge or consolidate into or with another company, or
reorganize, or sell substantially all of its assets to another company, firm,
or person unless such succeeding or continuing company, firm, or person agrees
to assume and discharge the obligations of the Company under this Agreement.
Upon the occurrence of such event, the term “Company” as used in this Agreement
shall be deemed to refer to the successor or survivor company.


 


8.5         Tax Withholding.
The Company shall withhold any taxes that are required to be withheld from the
benefits provided under this Agreement.


 


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8.6         Applicable Law.
The Agreement and all rights hereunder shall be governed by the laws of the
State of Hawaii, except to the extent preempted by the laws of the United
States of America.


 


8.7         Unfunded Arrangement.
The Executive and beneficiary are general unsecured creditors of the Company
for the payment of benefits under this Agreement. The benefits represent the
mere promise by the Company to pay such benefits. The rights to benefits are
not subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance
on the Executive’s life is a general asset of the Company to which the
Executive and beneficiary have no preferred or secured claim.


 


8.8         Entire Agreement.
This Agreement constitutes the entire agreement between the Company and the
Executive as to the subject matter hereof. No rights are granted to the
Executive by virtue of this Agreement other than those specifically set forth
herein.


 


8.9         Administration.
The Company shall have powers which are necessary to administer this Agreement,
including but not limited to:


 


(a)        Establishing and revising the method of accounting for the
Agreement;


 


(b)        Maintaining a record of benefit payments;


 


(c)        Establishing rules and prescribing any forms necessary or
desirable to administer the Agreement; and


 


(d)        Interpreting the provisions of the Agreement.


 


8.10       Named Fiduciary.
The Company shall be the named fiduciary and plan administrator under this
Agreement. It may delegate to others certain aspects of the management and
operational responsibilities including the employment of advisors and the
delegation of ministerial duties to qualified individuals.


 


IN WITNESS WHEREOF, the
Executive and the Company have signed this Agreement.


 


	
  EXECUTIVE

  	
   

  	
  Central
  Pacific Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Joichi Saito

  	
   

  	
  /s/ Neal K. Kanda

  
	
  Joichi Saito

  	
   

  	
  Neal K.
  Kanda

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive
  Vice President

  



 


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