Exhibit 10.8
September 9, 2004
Denis K. Isono
5415 Kilauea Place
Honolulu, Hawaii 96816
Re:
Employment Agreement
Dear Denis:
This is your EMPLOYMENT AGREEMENT with Central Pacific Financial Corp., a Hawaii
corporation (the "Company").
1.
THE MERGER AGREEMENT; EFFECTIVENESS
This Agreement relates to the Agreement and Plan of Merger, dated as of
April 22, 2004 (the "Merger Agreement"), between the Company and CB Bancshares,
Inc., a Hawaii corporation ("CB Bancshares").
It sets forth the terms of your
employment with the Company and its affiliates (together, as constituted from
time to time, the "Group") once the merger provided for in the Merger Agreement
becomes effective.
However, if the Merger Agreement or your present employment
terminates for any reason before the merger occurs, all of this Agreement's
provisions will terminate and there will be no liability of any kind under this
Agreement.
2.
TERMS SCHEDULE
Some of the terms of your employment are in the attached schedule (your
"Schedule"), which is part of this Agreement.
3.
YOUR POSITION, PERFORMANCE AND OTHER ACTIVITIES
(A)
POSITION.
YOU WILL BE EMPLOYED IN THE POSITION STATED IN YOUR
SCHEDULE.
(B)
AUTHORITY, RESPONSIBILITIES AND REPORTING.
YOU WILL HAVE ANY
REPORTING RELATIONSHIPS SET FORTH IN YOUR SCHEDULE.
YOU WILL HAVE THE AUTHORITY
AND RESPONSIBILITIES THAT CORRESPOND TO YOUR POSITION, INCLUDING ANY PARTICULAR
AUTHORITY AND RESPONSIBILITIES THAT ARE SPECIFIED IN THE SCHEDULE OR THAT THE
COMPANY'S BOARD OF DIRECTORS (THE "BOARD")
OR ANY OFFICER OF THE GROUP TO WHOM YOU REPORT IN ACCORDANCE WITH YOUR
SCHEDULE MAY ASSIGN TO YOU FROM TIME TO TIME CONSISTENT WITH THE PROVISIONS OF
THIS AGREEMENT.
(C)
PERFORMANCE.
DURING YOUR EMPLOYMENT, YOU WILL DEVOTE SUBSTANTIALLY
ALL OF YOUR BUSINESS TIME AND ATTENTION TO THE GROUP AND WILL USE GOOD FAITH
EFFORTS TO DISCHARGE YOUR RESPONSIBILITIES UNDER THIS AGREEMENT TO THE BEST OF
YOUR ABILITY.
(D)
OTHER ACTIVITIES.
DURING YOUR EMPLOYMENT, YOU MAY SERVE ON
CORPORATE, CIVIC OR CHARITABLE BOARDS AND MANAGE PERSONAL INVESTMENTS, SO LONG
AS THESE ACTIVITIES DO NOT SIGNIFICANTLY INTERFERE WITH YOUR PERFORMANCE OF YOUR
RESPONSIBILITIES UNDER THIS AGREEMENT AND ARE CONSISTENT WITH THE GROUP'S CODE
OF CONDUCT AND ETHICS.
THE COMPANY ACKNOWLEDGES THAT YOU CURRENTLY SERVE ON,
AND APPROVES YOUR CONTINUED SERVICE ON, THE CORPORATE, CIVIC AND CHARITABLE
BOARDS LISTED IN YOUR SCHEDULE.
4.
TERM OF YOUR EMPLOYMENT
Your employment under this Agreement will begin at the time the merger provided
for in the Merger Agreement becomes effective (your "Start Date") and end on the
earlier of (1) the end of the Agreement Period stated in your Schedule or (2)
the effectiveness of early termination of your employment under Section 7(e).
References in this Agreement to "your employment" are to your employment under
this Agreement.
5.
YOUR COMPENSATION
(A)
SALARY.
DURING YOUR EMPLOYMENT, YOU WILL RECEIVE AN ANNUAL BASE
SALARY (ADJUSTED AS PROVIDED HEREIN FROM TIME TO TIME, YOUR "SALARY").
THE
STARTING AMOUNT OF YOUR SALARY IS STATED IN YOUR SCHEDULE.
THE COMPANY MAY
INCREASE IT AT ANY TIME FOR ANY REASON.
THE COMPANY MAY NOT DECREASE YOUR
SALARY (INCLUDING