UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 25, 2006
CENTRAL PACIFIC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Hawaii |
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333-104783 |
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99-0212597 |
(State or other |
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(Commission |
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(IRS Employer |
jurisdiction of |
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File Number) |
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Identification No.) |
incorporation) |
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220 South King Street, Honolulu, Hawaii |
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96813 |
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(Address of principal executive offices) |
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Registrants telephone number, including area code: (808) 544-0500 |
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N/A |
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(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d.2(b))
o Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into a Material Definitive Agreement.
1. On January 25, 2006, the Board of Directors of Central Pacific Financial Corp. (the Board) approved supplemental executive retirement (SERP) agreements for Dean K. Hirata, Vice Chairman & Chief Financial Officer, and Blenn A. Fujimoto, Vice Chairman, Hawaii Market (individually, the Executive; together, the Executives). The SERP agreements are designed as retention tools for these two key Executives. The terms of the SERP agreements are as follows:
a. Target Benefit . The SERP agreements provide a target benefit of 65% of Final Average Compensation after 20 years of service. The maximum benefit that can be earned is 75% of Final Average Compensation after 24 years of service. Final Average Compensation is the average of base salary and annual bonus for the three complete calendar years of employment immediately preceding the Executives termination of employment. For example, if an Executive terminated employment in 2020, Final Average Compensation would be the average of the Executives base salary and annual bonus for 20172019. For benefit accrual purposes, years of service are counted from the Executives date of hire at Central Pacific Financial Corp. (the Company) or, for Mr. Hirata, CB Bancshares, Inc. (CBBI), which was acquired by the Company in 2004.
b. Offsets . Any benefit paid under the SERP agreement is offset by the employer-funded portion of tax-qualified retirement benefits and the Executives social security benefits. If the Executive separates from service prior to age 65, the offset for defined contribution retirement benefits is projected forward to age 65 assuming a 7% annual return on the account balance.
c. Vesting . The SERP benefits vest over ten years according to the following schedule. Vesting service is counted from July 1, 2005. As an example, if the Executive quit before July 1, 2009, no SERP benefit would be payable. There is immediate vesting in the events of death or disability while actively employed by the Company or following a change in control.
Years of Service |
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Vesting Percentage |
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Less than 4 years |
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0 |
% |
4 years |
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10 |
% |
5 years |
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20 |
% |
6 years |
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30 |
% |
7 years |
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45 |
% |
8 years |
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60 |
% |
9 years |
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80 |
% |
10 years or more |
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100 |
% |
d. Types of Benefits . The SERP agreements provide for benefits upon the first to occur of five events: normal retirement, early termination, disability, change in control, or death. No benefit is payable if the Executive is terminated for Cause. The SERP agreements define Cause in the same way it is defined in the Executives employment agreements.
1. Normal Retirement Benefit . This is the benefit payable at retirement after age 65. At age 65, each of these Executives will have twenty-three years of benefit accrual service and more than 10 years of vesting service. If the Executive retires at age 65, the SERP benefit will equal 74.75% of the Executives Final Average Compensation reduced by the offsets described above.
2. Early Termination Benefit . This is the benefit that is payable if the Executive terminates service prior to age 65 for any reason other than death, disability, change in control, or termination for Cause. For example, this is the benefit that would be paid if an Executive was terminated without Cause prior to age 65. The benefit is calculated as of the date of the Executives separation from service, but is not paid until age 65.
3. Disability Benefit . Disability is defined in the same way it is defined in Section 409A of the Internal Revenue Code (the Code), which prescribes strict new rules for deferred compensation plans and agreements. The Disability benefit is similar to the early termination benefit, except that there is immediate vesting, and the Executive receives service credit for years of service until age 65.
4. Change-in-Control Benefit . The Change-in-Control benefit is subject to a double trigger. First, there must be a Change in Control, as defined in the Central Pacific Financial Corp. 2004 Stock Compensation Plan. Second, the Executive must be involuntarily terminated or terminate for Good Reason within thirty-six months following the Change in Control. The Executive receives credit for years of service until age 65, and the Executives compensation is projected to age 65, assuming a 4.5% annual increase. The offset for tax-qualified retirement plans is calculated as of the date of separation from service without any assumed earnings to age 65. If the benefit is subject to the excise tax under Section 4999 of the Code, the benefit is grossed up by the excise tax and any income taxes imposed with respect to the excise tax payment in accordance with the Executives employment agreement.
5. Death Benefit . There are different types of death benefits depending on when death occurs. If the Executive dies while in active service, a pre-retirement death benefit is payable to the Executives beneficiary. The preretirement death benefit is calculated as of the date of death, but the Executive receives credit for years of service until age 65, and the Executives compensation is projected to age 65 assuming a 4.5% annual increase. If the Executive dies after termination of employment but before payment of the Executives benefit commences, the Executives beneficiary will receive a benefit that is actuarially equivalent to the benefit that would be paid to the Executive at age 65.
e. Form and Timing of Benefits . The SERP agreements have been designed to comply with Section 409A of the Code. Accordingly, the form and timing of the benefits is fixed in the agreements or elected by the Executive at the time of entering into the agreement. Except for death benefits and
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the Change-in-Control benefit, all benefits are paid when the Executive reaches age 65. Death benefits are paid in monthly installments over twenty years commencing on the first day of the month after the Executives death. Disability benefits are paid in monthly installments over eighteen years commencing at age 65. At the time of entering into the agreements, the Executives must elect the form of benefits that are payable at age 65 in the event of normal retirement, early termination, or Change-in-Control. The available forms of benefit include: lump sums, installments over ten or fifteen years, and single life and joint and survivor annuities, all of which are actuarially equivalent. The Executive may elect to have the Change-in-Control benefit paid following involuntary termination or termination for Good Reason within thirty-six months of a Change-in-Control. Except for death, all payments are delayed until at least six months after the Executives separation from service.
f. Noncompete . The SERP agreements contain non-compete restrictions. If an Executive becomes associated with one of five named Hawaii competitors within three years following separation from service, the Executive will forfeit all benefits under the SERP agreement. The noncompete restriction does not apply following a Change in Control.
g. Unfunded Benefits . The SERP agreements are unfunded for purposes of the Code and the Employee Retirement Income Security Act of 1974. All benefits will be paid from the general assets of the Company. The Executives are unsecured creditors with respect to the benefits.
2. Mr. Hirata already has a similar SERP from CB Bancshares, Inc. (the CBBI SERP). Mr. Hirata is continuing to accrue benefits under the CBBI SERP, and because of the Companys acquisition of CBBI in 2004, has already vested in change-in-control benefits under the CBBI SERP. Mr. Hirata will receive the greater of the benefits under the new SERP agreement or the benefits under the CBBI SERP. Under no circumstances will he receive benefits under both SERPs.
3. The foregoing description of the SERP agreements is qualified in its entirety by reference to the full text of the SERP agreements, copies of which are filed herewith as Exhibits 99.1 and 99.2 and incorporated herein by this reference.
Item 1.02 Termination of a Material Definitive Agreement.
On January 30, 2006, the Company announced that Neal K. Kanda, President and Chief Operating Officer of the Company and Central Pacific Bank, a wholly owned subsidiary of the Company, is retiring and the position of Chief Operating Officer will be phased out, effective March 31, 2006.
In connection with his retirement (see Exhibit 99.3), the Company and Mr. Kanda expect to enter into a retirement agreement. The terms of that retirement package remain to be finalized and are subject to Board approval.
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The foregoing description is supplemented by reference to the press release issued by the Company, a copy of which is filed herewith as Exhibit 99.3 and incorporated herein by this reference.
Exhibit 8.01 Other Events
On January 31, 2006, the Company is announcing the appointment of Curtis W. Chinn as Executive Vice President and Chief Credit Officer of Central Pacific Bank, a wholly owned subsidiary of the Company. For the past four months, Chinn has served as Senior Vice President and Acting Chief Credit Officer.
The foregoing description is supplemented by reference to the press release issued by the Company, a copy of which is filed herewith as Exhibit 99.4 and incorporated herein by this reference.
Exhibit 9.01 Financial Statements and Exhibits
Exhibit 99.1 |
Supplemental Executive Retirement Agreement for Blenn A. Fujimoto, effective July 1, 2005. |
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Exhibit 99.2 |
Supplemental Executive Retirement Agreement for Dean K. Hirata, effective July 1, 2005. |
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Exhibit 99.3 |
Press Release dated January 30, 2006. |
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Exhibit 99.4 |
Press Release dated January 31, 2006. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Central Pacific Financial Corp. |
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(Registrant) |
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Date: January 31, 2006 |
By: |
/s/ Clint Arnoldus |
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Clint Arnoldus |
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Chief Executive Officer |
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Exhibit 99.1
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR BLENN A. FUJIMOTO
EFFECTIVE JULY 1, 2005
THIS AGREEMENT is made this day of , 2006, by and between Central Pacific Financial Corp., a Hawaii corporation, (the Company) and Blenn A. Fujimoto, Vice Chairman Hawaii Market of the Company, (the Executive). This Agreement is effective July 1, 2005.
RECITALS
The Executive is a member of a select group of management employees who contribute materially to the continued growth, development, and future business success of the Company. In order to retain and promote the loyalty, diligence, and performance of the Executive and to support the economic security of the Executive during retirement, the Company desires to provide the Executive with a supplemental executive retirement benefit.
This Agreement is intended to be an unfunded, nonqualified deferred compensation arrangement for purposes of the Internal Revenue Code of 1986, as amended, (the Code) and the Employee Retirement Income Security Act of 1974, as amended, (ERISA). All benefits payable under this Agreement shall be paid out of the general assets of the Company.
AGREEMENT
In consideration of the foregoing and the mutual promises contained herein, the Company and the Executive agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 Actuarial Equivalent means a benefit of equivalent value, calculated using the 2001Valuation Basic Table and a 7% interest rate.
1.2 Beneficiary means the person to whom death benefits are paid under Article III.
1.3 Cause means: (a) the Executives willful failure to perform substantially all of the Executives responsibilities under his employment agreement with the Company, after demand for substantial performance has been given by the Board of Directors that specifically identifies how the Executive has not substantially performed the Executives responsibilities; (b) the Executives conviction of any felony or of a misdemeanor involving fraud, dishonesty, or moral turpitude; (c) the Executives willful or intentional material breach of the Executives employment agreement that results in financial or reputational detriment to the Company or its affiliates that is not de minimis; (d) the Executives willful or intentional material misconduct in the performance of the Executives duties under the Executives employment agreement that results in financial or reputational detriment to the Company or its affiliates that is not de minimis; (e) the Executives material breach of the Companys Code of Business Conduct and
Ethics if the breach is of a nature for which other similarly situated executives of the Company would be terminated; or (f) the Executives willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board of Directors or any governmental or self-regulatory entity . For this definition, (i) no act or omission will be considered willful unless it is made in bad faith or without a reasonable belief that the act or omission is in the best interests of the Company and its affiliates; and (ii) any act or omission based on authority given pursuant to a resolution duly adopted by the Board of Directors or on the advice of counsel for the Company will be deemed made in good faith and in the best interests of the Company.
1.4 Change-in-Control is defined by reference to Section 2.7 of the Central Pacific Financial Corp. 2004 Stock Compensation Plan.
1.5 Code means the Internal Revenue Code of 1986, as amended.
1.6 Disability means the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. In addition to the foregoing, the Executive shall be deemed Disabled as of the date the Social Security Administration determines the Executive to be totally disabled.
1.7 Early Termination Date means the date the Executive incurs a Separation from Service prior to the Executives Normal Retirement Date for reasons other than death, Disability, Termination for Cause, or Termination for Good Reason following a Change-in-Control.
1.8 Final Average Compensation means the average of the annual base salary plus annual bonuses paid to the Executive during the three complete calendar years of employment immediately preceding the Executives Separation from Service. The term annual base salary means the total annual base salary payable to the Executive at the rate in effect on the first day of the calendar year. Annual base salary and any annual bonuses shall be determined without regard to any elective reduction in salary or bonus pursuant to: (i) a cash or deferred arrangement under Section 401(k) of the Code, (ii) a cafeteria plan under Section 125 of the Code, or (iii) a nonqualified deferred compensation plan.
1.9 Involuntary Termination of Employment means that the Executive ceases to be employed by the Company at the direction of the Company and without the written consent of the Executive.
1.10 Normal Retirement Date means the date the Executive attains age 65.
1.11 Separation from Service is defined by reference to Proposed Treasury Regulation Section 409A-1(h) and future guidance from the Internal Revenue Service under Section 409A of the Code and generally means termination of employment from the Company and its subsidiaries and other affiliates.
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1.12 Termination for Good Reason means the Executive ceases to be employed by the Company due to the occurrence of any of the following without the Executives express written consent after a Change in Control: (a) the assignment to the Executive of any duty inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change in Control, or a change in the Executives reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any positions previously held, except in connection with the Executives Termination for Cause, Disability, death, or retirement on or after his Normal Retirement Date; (b) a reduction by the Company in the Executives annual base salary in effect as of January 1 immediately preceding the Change in Control; (c) any action or inaction by the Company that adversely affects the Executives participation in or materially reduces the Executives benefits under any of the Companys employee benefit plans, including the Companys equity compensation plans, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company in accordance with the Companys normal vacation policy in effect immediately before the Change in Control; (d) the Company requiring the Executive to be based anywhere other than in the community where the Executive is currently based at the time of a Change in Control, except for required travel on Company business to an extent substantially consistent with the Executives business travel obligations prior to the Change in Control or, in the event the Executive consents to a proposed relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executives principal residence in connection with such relocation and to indemnify the Executive against any loss of the fair market value of such residence (as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of the Executives principal residence in connection with any such change of residence.
1.13 Year of Service means each consecutive complete 12-month period of service during which the Executive is employed on a full-time basis by the Company for at least 1,000 hours of service, inclusive of approved leaves of absence. For benefit accrual purposes, Years of Service shall be calculated from the Executives date of hire with the Company. For vesting purposes, Years of Service shall be calculated from the effective date of this Agreement, July 1, 2005.
ARTICLE II
LIFETIME BENEFITS
2.1 Normal Retirement Benefit . Following the Executives Separation from Service on or after his Normal Retirement Date for reasons other than death, the Company shall pay to the Executive the Normal Retirement Benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.
2.1.1 Amount of Benefit . The Normal Retirement Benefit is the following annual amount payable monthly for the life of the Executive and determined as though it commenced on the first day of the month following the Executives Separation from Service: 65% of the Executives Final Average Compensation multiplied by a fraction the numerator of which is the number of the Executives Years of Service and the denominator of which is 20, reduced by the offsets described in Section 2.1.1(a). If the Executives Years of Service exceed 20, the fraction under the preceding sentence will
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exceed 1; however, in no event may the percentage of the Executives Final Average Compensation exceed 75%. The Normal Retirement Benefit is subject to the vesting schedule described in Article 4.
(a) Offsets . The Normal Retirement Benefit shall be offset or reduced by the following benefits received or receivable by the Executive:
(i) The value of the Executives then-existing aggregate vested account balance in, or any prior payment from, the Central Pacific Bank 401(k) Retirement Savings Plan and any other defined contribution retirement plan maintained or formerly maintained by the Company (exclusive of any account balance or payment derived solely from employee contributions or the Executives elective deferral contributions under Code Section 401(k)) ;
(ii) The value of the Executives vested accrued benefit from the Central Pacific Bank Defined Benefit Retirement Plan; and
(iii) 50% of the monthly social security benefit to which the Executive is entitled under the Social Security Act. For purposes of determining the Executives projected social security benefit, the Company shall estimate the social security benefit from the Executives annual base pay assuming a 4.5% annual salary increase. For purposes of determining a Disability Benefit under Section 2.3, the social security benefit offset shall be equal to the Executives actual disability benefit payment under the Social Security Act due to the Executives Disability or, if the Executive is not entitled to an actual disability benefit payment under the Social Security Act, the social security benefit offset shall be determined as otherwise provided hereunder.
(b) Offset Assumptions . The offset described in Section 2.1.1(a)(i) shall be determined as of the Executives Normal Retirement Date, or, if the Executive separates from service prior to the Executives Normal Retirement Date, shall be projected to the Executives Normal Retirement Date using the assumptions set forth in Exhibit C. Any prior payment shall be equal to the amount of such payment without adjustment for interest from the date of payment. The value of the benefits payable or paid from the Central Pacific Bank 401(k) Retirement Savings Plan and the Central Pacific Bank Defined Benefit Retirement Plan shall be computed in the form of a single life annuity over the life expectancy of the Executive commencing the first day of the month after the Executives Normal Retirement Date.
2.1.2 Timing of Benefit . The Normal Retirement Benefit shall commence on the first day of the month after the date that is six months following the Executives Separation from Service after attaining age 65. Since the benefit is calculated under Section 2.1.1 as though it commenced on the first day of the month after the Executives Separation from Service, the first payment shall include the six months of payments that
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would have been paid if the benefit commenced on the first day of the month following the Executives Separation from Service, without adjustment for interest.
2.2 Early Termination Benefit . Following the Executives Separation from Service on an Early Termination Date, the Company shall pay to the Executive the Early Termination Benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.
2.2.1 Amount of Benefit . The Early Termination Benefit shall be equal to the Executives Normal Retirement Benefit determined as of the date of the Executives Separation from Service, without any projection of increases in Final Average Compensation or service credit to the Executives Normal Retirement Date. The Early Termination Benefit is subject to the vesting schedule described in Article 4.
2.2.2 Timing of Benefit . The Early Termination Benefit shall commence on the first day of the month following the later of (a) the date that is six months after the Executives Separation from Service or (b) the Executives Normal Retirement Date.
2.3 Disability Benefit . Following the Executives termination of employment due to Disability prior to the Executives Normal Retirement Date, the Company shall pay to the Executive the Disability Benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.
2.3.1 Amount of Benefit . The Disability Benefit under this Section 2.3 shall be equal to the Executives Normal Retirement Benefit projected to the Executives Normal Retirement Date and payable commencing as of the first day of the month following the Executives Normal Retirement Date. In determining the Executives projected Normal Retirement Benefit for this purpose, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date. For this purpose, the Executives Final Average Compensation shall be determined as of the date of the Executives Separation from Service without any projected increases to his Normal Retirement Date.
2.3.2 Timing of Benefit . The Disability Benefit shall commence on the first day of the month after the Executives Normal Retirement Date.
2.4 Change-in-Control Benefit . Upon the Executives Involuntary Termination of Employment or Termination for Good Reason prior to his Normal Retirement Date and within 36 months following the occurrence of a Change in Control, the Company shall pay to the Executive the Change-in-Control Benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.
2.4.1 Amount of Benefit . The Change-in-Control Benefit shall be equal to the Executives Normal Retirement Benefit projected to the Executives Normal Retirement Date and payable commencing as of the first day of the month following the Executives Normal Retirement Date. In determining the Executives projected Normal Retirement Benefit, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date. The Executives Final Average Compensation shall also be projected to the
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Executives Normal Retirement Date, assuming a 4.5% annual increase. However, the Executives projected Normal Retirement Benefit shall be determined by applying the offset in Section 2.1.1(a)(i) as of the Executives termination of employment (without any earnings projected to Normal Retirement Date).
2.4.2 Timing of Benefit . The Change-in-Control Benefit shall commence on the first day of the month after the Executives Normal Retirement Date, or six months after the Executives Separation from Service, if later. Alternatively, at the time the Executive enters into this Agreement, 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 Executives Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control. Any benefits commencing prior to the Executives Normal Retirement Date shall be the Actuarial Equivalent of benefits commencing on the first day of the month after the Executives Normal Retirement Date.
2.4.3 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 or, if the Executive incurs any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to as the Excise Tax), then the provisions of the Additional Payments Annex to the Executives employment agreement 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. Sections 1 and 2(a) and (b) of the Additional Payments Annex shall apply to the Gross-Up Payment under this Agreement.
2.5 Form of Lifetime Benefits . The Company shall pay the lifetime benefits under this Article II, other than the Disability Benefit, to the Executive in the form elected by the Executive in accordance with the attached Exhibit A. The Executives election as to the form of benefit must be made at the time the Executive enters into this Agreement. Except as provided in Treasury Regulations or other IRS guidance 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. The Disability Benefit will be paid in substantially equal monthly installments over an 18-year term commencing as of the first day of the month following the Executives Normal Retirement Date.
ARTICLE III
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 Executives Beneficiary the Preretirement Death Benefit described in this Section 3.1 in lieu of any other benefit under this Agreement.
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The Company shall not pay any Preretirement Death Benefit under this Section 3.1 if the Executive has received any lifetime benefit payment provided under Article 2.
3.1.1 Amount of Benefit . The Preretirement Death Benefit shall be equal to the Executives Normal Retirement Benefit determined as of the date of death. If the Executive dies while in active service prior to the Executives Normal Retirement Date, the Preretirement Death Benefit shall be projected to the Executives Normal Retirement Date. To project the Preretirement Death Benefit, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date, and the Executives Final Average Compensation shall be projected to his Normal Retirement Date assuming a 4.5% annual increase.
3.1.2 Payment of Benefit . Upon the Executives Death, the Company shall pay the Preretirement Death Benefit to the Executives Beneficiary in the form of a 20-year certain benefit that is the Actuarial Equivalent of a single life annuity that would have been payable to the Executive commencing on the first day of the month after the Executives Normal Retirement Date. The Preretirement Death benefit shall be paid in substantially equal monthly installments over a 20-year term commencing as of the first day of the month following the date of the Executives death.
3.2 Death during Lifetime Benefits . Any death benefit paid after the Executive has started to receive lifetime benefits under Article II will depend on the form of lifetime benefit payable. If the Executive was receiving a Disability Benefit, the remaining monthly payments shall continue to the Executives Beneficiary. If the Executive was receiving a Normal Retirement Benefit, Early Termination Benefit, or Change-in-Control Benefit, any death benefit would depend on the form of lifetime benefit chosen. If the Executive chose a single life annuity with no survivor benefit, no death benefit would be payable. If the Executive chose a term certain annuity, the annuity payments for the balance of the term certain would be paid as a death benefit. If the Executive chose a joint and survivor annuity, the survivor annuity would be payable. If the Executive chose a lump-sum benefit and received the lump-sum prior to the Executives death, no death benefit would be payable.
3.3 Death after Termination of Employment but before Payment of a Lifetime Benefit Commences . If the Executive is entitled to a lifetime benefit under Article II, but dies prior to the commencement of such benefit, the Company shall pay to the Executives Beneficiary the Executives vested Normal Retirement Benefit determined as of the date of the Executives death without projection for increases in Final Average Compensation or service credit to the Executives Normal Retirement Date. The death benefit paid under this Section 3.3 shall be paid in substantially equal monthly installments over a 20-year term commencing as of the first day of the month following the date of the Executives death, and shall be Actuarially Equivalent to a benefit payable commencing on the first day of the month after the Executives Normal Retirement Date.
3.4 Beneficiary . The Executive shall designate a Beneficiary by filing a written designation with the Company in a manner similar to the attached Exhibit B. The Executive may revoke or modify the designation at any time by filing a new designation. However, a designation shall be effective only if signed by the Executive and received by the Company
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during the Executives lifetime. The Executives Beneficiary designation shall be revoked automatically if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. If, upon the death of the Executive, there is no valid beneficiary designation on file with the Company, the Executives Beneficiary shall be the Executives surviving spouse or, if none, the Executives estate.
ARTICLE IV
VESTING
4.1 Vesting . Upon the Executives Disability or death during active service or upon a Change in Control, the Executive shall be fully and immediately vested in the applicable Disability Benefit, Preretirement Death Benefit, or Change in Control Benefit. The Executives Normal Retirement Benefit and Early Termination Benefit shall be vested in accordance with the following schedule:
Years of Service |
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Vesting Percentage |
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Less than 4 years |
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0 |
% |
4 years |
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10 |
% |
5 years |
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20 |
% |
6 years |
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30 |
% |
7 years |
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45 |
% |
8 years |
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60 |
% |
9 years |
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80 |
% |
10 years or more |
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100 |
% |
Any unvested portion of a benefit shall be forfeited and shall not be paid to the Executive.
4.2 Termination for Cause . Notwithstanding Section 4.1 or any other provision of this Agreement to the contrary, the Company shall not pay, and the Executive shall not be entitled to, any benefit under this Agreement if the Company terminates the Executives employment for Cause.
4.3 Competition After Separation from Service . The Company shall not pay, and the Executive shall not be entitled to, any benefit under this Agreement if, within three years after Separation from Service and without the prior written consent of the Company, the Executive becomes a 5% or more shareholder in or becomes associated with, in the capacity of employee, director, officer, principal, agent, trustee or in any other capacity whatsoever, Bank of Hawaii, First Hawaiian Bank, American Savings Bank, Finance Factors, Hawaii National Bank, or any business enterprise that holds a 25% or greater equity, voting, or profit participation interest in any of the preceding. The Executive understands and agrees that the Executive shall be obligated to repay any amount received under this Agreement if the Executive violates the noncompete provision in this Section 4.3 This section shall not apply following a Change in Control.
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ARTICLE V
ADMINISTRATION
5.1 Authority of Board . The Board of Directors of the Company shall have plenary authority, in its discretion, to control and manage the operation and administration of the Agreement. Specifically, the Board of Directors shall have the discretionary authority to: (a) construe and interpret the Agreement and its terms and resolve any ambiguities herein; (b) compute the amount and determine the recipient of any payment hereunder; (c) prescribe, amend, and rescind rules and regulations; and (d) make all other determinations and do all other things that it determines are necessary or appropriate for the administration of the Agreement. All decisions, determinations, and interpretations made by the Board of Directors shall be binding and conclusive on the Executive, the Executives Beneficiary, and all other interested parties. The Board of Directors may require, as a condition precedent to receiving benefits under the Agreement, such information as it may reasonably require for the proper administration of the Agreement.
The Board of Directors may delegate its authority to a Committee of the Board of Directors.
5.2 Incapacity . If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incompetent person, or incapable person. The Company may require proof of incompetence, minority, or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.
5.3 Employment Agreement . The benefits provided under this Agreement are separate from and in addition to any compensation or benefits provided under the Executives employment agreement.
ARTICLE VI
FUNDING
6.1 Unfunded Plan . All amounts payable in accordance with the Agreement shall be paid in cash from the general funds of the Company. The Executive shall have no right, title, or interest whatsoever in or to any investment that the Company may make to aid it in meeting its obligations hereunder, including any life insurance contract on the life of the Executive. Nothing contained in the Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a fiduciary relationship between the Company and the Executive or any other person. To the extent any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor.
6.2 Rabbi Trust Allowed . The Company may establish a rabbi trust to assist the Company in satisfying its obligations under the Agreement. If a rabbi trust is established, the arrangement shall be consistent with Section 6.1, and the arrangement shall be subject to the following conditions: (a) the establishment and maintenance of the trust shall not cause the Agreement to be other than an unfunded plan for purposes of the Code and Title I of ERISA;
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(b) the Company shall be treated as the grantor of the trust for purposes of Section 677 of the Code; (c) the trust shall provide that its assets will be used to satisfy claims of the Companys general creditors in the event of the Companys insolvency; and (d) neither the rabbi trust nor the assets of the rabbi trust shall be located or transferred outside of the United States.
ARTICLE VII
AMENDMENT AND TERMINATION
7.1 Amendment or Termination . This Agreement may be amended or terminated only by written agreement between the Company and the Executive.
7.2 Reorganization of the Company . 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.
ARTICLE VIII
CLAIMS AND REVIEW PROCEDURES
8.1 Claims Procedure . An Executive or Beneficiary (the Claimant) who has not received benefits under the Agreement that he or she believes should be paid may make a claim for such benefits as follows:
8.1.1 Initiation Written Claim . The Claimant may initiate a claim by submitting to the Company a written claim for benefits.
8.1.2 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 may 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 shall set forth the special circumstances and the date by which the Company expects to render its decision.
8.1.3 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: (a) the specific reasons for the denial; (b) a reference to the specific provisions of the Agreement on which the denial is based; (c) 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 review procedures in Section 8.2 and the time limits applicable to such procedures; (e) and a statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
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8.2 Review Procedure . If the Company denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review of the denial by the Company as follows:
8.2.1 Initiation Written Request . In order to initiate the review, the Claimant, within 180 days after receiving the Companys notice of denial, may file with the Company a written request for review.
8.2.2 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 Claimants claim for benefits.
8.2.3 Considerations on Review . In considering the claim on review, the Company shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. No deference shall be given to the initial adverse benefit determination.
8.2.4 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 may 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.
8.2.5 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: (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 Claimants claim for benefits; and (d) a statement of the Claimants right to bring a civil action under ERISA Section 502(a) after exhausting all administrative claims and review procedures in this Article VIII.
8.3 Special Rules for Disability Claims . If a claim is made on account of Disability, the time periods for responding to the claim shall be shortened as follows: (a) the 90-day response time with the possibility of a 90-day extension in Section 8.1.2 shall be shortened to a 45-day response time with the possibility of a 30-day extension, and (b) the 60-day response time with the possibility of a 60-day extension in Section 8.2.4 shall be shortened to a 45-day response time with the possibility of a 45-day extension. Also, in a review under Section 8.2, the Company shall identify any medical or vocational expert whose advice was obtained by the Plan in connection with the initial benefit determination, without regard to whether the advice was relied upon. If the review is from an adverse benefit determination that was based in whole or in
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part on a medical judgment, the Company shall consult with a health care professional that has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is under review nor the subordinate of such individual. Any review of the denial of a claim made on account of Disability shall be conducted by a person or persons who neither had any part in the initial benefit determination nor are subordinates of the persons who did.
ARTICLE IX
LEGAL STATUS
9.1 Status under the Code . This Agreement is intended to constitute a nonqualified deferred compensation arrangement that is not subject to the qualification requirements in Section 401(a) of the Code. Prior to the actual payment of benefits hereunder, there shall be no transfer of any assets to the Executive or for the benefit of the Executive under this Agreement, and the Agreement is intended to confer no current benefit that would be immediately taxable to the Executive under constructive receipt or other tax principles. The Plan has been designed to meet the requirements of Section 409A of the Code and shall be interpreted consistent with any guidance issued by the IRS or U.S. Department of Treasury under Section 409A.
9.2 Status under ERISA . This Agreement is intended to constitute a top hat arrangement within the meaning of Section 201(2) of ERISA and is not subject to the coverage, funding, or fiduciary requirements of ERISA.
ARTICLE X
MISCELLANEOUS
10.1 Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators, and transferees.
10.2 No Guarantee of Employment . This Agreement is not an employment agreement or contract. It neither gives the Executive the right to remain an employee of the Company nor interferes with the Companys right to discharge the Executive. It also does not require the Executive to remain an employee or interfere with the Executives right to terminate employment at any time.
10.3 Nontransferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.
10.4 Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.
10.5 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 ERISA or other laws of the United States.
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10.6 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.
10.7 Construction . The headings of the Articles in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.
IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement on the date first written above.
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EXHIBIT A
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR BLENN A. FUJIMOTO
FORM OF BENEFIT ELECTION
As the Executive under the above-named agreement (Agreement), I understand that I am required to elect the form of distribution for my Normal Retirement Benefit, Early Termination Benefit, and Change-in-Control Benefit, respectively, as of the date of the Agreement. I understand that this election is irrevocable and that I am not entitled to change the form of distribution hereby elected, except as permitted under Section 409A of the Internal Revenue Code of 1986, as amended, and by the Board of Directors of Central Pacific Financial Corp. I further understand that the benefits paid to me are valued based on a single life annuity payable to me commencing on the first day of the month after I attain age 65. All other forms of benefit are actuarially equivalent to a single life annuity based on assumptions set forth in the Agreement.
I hereby elect the form of distribution as indicated below (check appropriate boxes):
Section 2.1 of the Agreement Normal Retirement Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Single lump sum payment on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Single life annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Joint and 50% survivor annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Joint and 100% survivor annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
Section 2.2 of the Agreement Early Termination Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Single lump sum payment on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Single life annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Joint and 50% survivor annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Joint and 100% survivor annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
Section 2.4. of the Agreement Change-in-Control Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control.
o Single lump sum payment the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Single lump sum payment on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change-in-Control.
I have read and understand the Agreement and this benefit election form.
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EXHIBIT B
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR BLENN A. FUJIMOTO
BENEFICIARY DESIGNATION FORM
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As the Executive under the above-named agreement (Agreement), I hereby acknowledge that, in accordance with the right granted to me under the Agreement to designate and redesignate the beneficiary or beneficiaries to receive a death or survivor benefit, if any, in the event of my death, I hereby designate the following beneficiaries to receive such benefit in the order of priority as indicated:
Primary Beneficiary:
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Contingent Beneficiary (i.e., my designated beneficiary in the event my primary beneficiary predeceases me):
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I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved. I understand that any beneficiary designation or change in beneficiary designation is not valid unless received by the Company prior to my death.
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EXHIBIT C
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR BLENN A. FUJIMOTO
ASSUMPTIONS
Section 2.1.1(a)(i) Offset Assumptions
For purposes of determining the projected offset in Section 2.1.1(a)(i) to the Executives Normal Retirement Date, the Plan assumes 7% annual earnings on the aggregate account balance (determined on the date of the Executives Separation from Service) attributable to employer contributions under all defined contribution retirement plans.
Exhibit 99.2
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR DEAN K. HIRATA
EFFECTIVE JULY 1, 2005
THIS AGREEMENT is made this day of , 2006, by and between Central Pacific Financial Corp., a Hawaii corporation, (the Company) and Dean K. Hirata, Vice Chairman and Chief Financial Officer of the Company, (the Executive). This Agreement is effective July 1, 2005.
RECITALS
The Executive is a member of a select group of management employees who contribute materially to the continued growth, development, and future business success of the Company. In order to retain and promote the loyalty, diligence, and performance of the Executive and to support the economic security of the Executive during retirement, the Company desires to provide the Executive with a supplemental executive retirement benefit.
The Executive was an employee of CB Bancshares, Inc. (CBBI) prior to the merger of CBBI into the Company effective September 15, 2004. Effective June 1, 2002, CBBI and the Executive entered into a supplemental executive retirement agreement (the CBBI SERP). The Executive is continuing to accrue benefits under the CBBI SERP. The Executive will be entitled to the greater of the benefits under the CBBI SERP or the benefits under this Agreement. Under no set of circumstances will the Executive be entitled to benefits under the CBBI SERP and this Agreement.
This Agreement is intended to be an unfunded, nonqualified deferred compensation arrangement for purposes of the Internal Revenue Code of 1986, as amended, (the Code) and the Employee Retirement Income Security Act of 1974, as amended, (ERISA). All benefits payable under this Agreement shall be paid out of the general assets of the Company.
AGREEMENT
In consideration of the foregoing and the mutual promises contained herein, the Company and the Executive agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:
1.1 Actuarial Equivalent means a benefit of equivalent value, calculated using the 2001Valuation Basic Table and a 7% interest rate.
1.2 Beneficiary means the person to whom death benefits are paid under Article III.
1.3 Cause means: (a) the Executives willful failure to perform substantially all of the Executives responsibilities under his employment agreement with the Company, after
demand for substantial performance has been given by the Board of Directors that specifically identifies how the Executive has not substantially performed the Executives responsibilities; (b) the Executives conviction of any felony or of a misdemeanor involving fraud, dishonesty, or moral turpitude; (c) the Executives willful or intentional material breach of the Executives employment agreement that results in financial or reputational detriment to the Company or its affiliates that is not de minimis; (d) the Executives willful or intentional material misconduct in the performance of the Executives duties under the Executives employment agreement that results in financial or reputational detriment to the Company or its affiliates that is not de minimis; (e) the Executives material breach of the Companys Code of Business Conduct and Ethics if the breach is of a nature for which other similarly situated executives of the Company would be terminated; or (f) the Executives willful attempt to obstruct or willful failure to cooperate with any investigation authorized by the Board of Directors or any governmental or self-regulatory entity . For this definition, (i) no act or omission will be considered willful unless it is made in bad faith or without a reasonable belief that the act or omission is in the best interests of the Company and its affiliates; and (ii) any act or omission based on authority given pursuant to a resolution duly adopted by the Board of Directors or on the advice of counsel for the Company will be deemed made in good faith and in the best interests of the Company.
1.4 Change-in-Control is defined by reference to Section 2.7 of the Central Pacific Financial Corp. 2004 Stock Compensation Plan.
1.5 Code means the Internal Revenue Code of 1986, as amended.
1.6 Disability means the Executive: (a) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company. In addition to the foregoing, the Executive shall be deemed Disabled as of the date the Social Security Administration determines the Executive to be totally disabled.
1.7 Early Termination Date means the date the Executive incurs a Separation from Service prior to the Executives Normal Retirement Date for reasons other than death, Disability, Termination for Cause, or Termination for Good Reason following a Change-in-Control.
1.8 Final Average Compensation means the average of the annual base salary plus annual bonuses paid to the Executive during the three complete calendar years of employment immediately preceding the Executives Separation from Service. The term annual base salary means the total annual base salary payable to the Executive at the rate in effect on the first day of the calendar year. Annual base salary and any annual bonuses shall be determined without regard to any elective reduction in salary or bonus pursuant to: (i) a cash or deferred arrangement under Section 401(k) of the Code, (ii) a cafeteria plan under Section 125 of the Code, or (iii) a nonqualified deferred compensation plan.
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1.9 Involuntary Termination of Employment means that the Executive ceases to be employed by the Company at the direction of the Company and without the written consent of the Executive.
1.10 Normal Retirement Date means the date the Executive attains age 65.
1.11 Separation from Service is defined by reference to Proposed Treasury Regulation Section 409A-1(h) and future guidance from the Internal Revenue Service under Section 409A of the Code and generally means termination of employment from the Company and its subsidiaries and other affiliates.
1.12 Termination for Good Reason means the Executive ceases to be employed by the Company due to the occurrence of any of the following without the Executives express written consent after a Change in Control: (a) the assignment to the Executive of any duty inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change in Control, or a change in the Executives reporting responsibilities, titles, or offices, or any removal of the Executive from or any failure to re-elect the Executive to any positions previously held, except in connection with the Executives Termination for Cause, Disability, death, or retirement on or after his Normal Retirement Date; (b) a reduction by the Company in the Executives annual base salary in effect as of January 1 immediately preceding the Change in Control; (c) any action or inaction by the Company that adversely affects the Executives participation in or materially reduces the Executives benefits under any of the Companys employee benefit plans, including the Companys equity compensation plans, or the failure by the Company to provide the Executive with the number of paid vacation days to which the Executive is then entitled on the basis of years of service with the Company in accordance with the Companys normal vacation policy in effect immediately before the Change in Control; (d) the Company requiring the Executive to be based anywhere other than in the community where the Executive is currently based at the time of a Change in Control, except for required travel on Company business to an extent substantially consistent with the Executives business travel obligations prior to the Change in Control or, in the event the Executive consents to a proposed relocation, the failure by the Company to pay (or reimburse the Executive) for all reasonable moving expenses incurred by the Executive relating to a change of the Executives principal residence in connection with such relocation and to indemnify the Executive against any loss of the fair market value of such residence (as determined by a real estate appraiser designated by the Executive and reasonably satisfactory to the Company) realized on the sale of the Executives principal residence in connection with any such change of residence.
1.13 Year of Service means each consecutive complete 12-month period of service during which the Executive is employed on a full-time basis by the Company for at least 1,000 hours of service, inclusive of approved leaves of absence. For benefit accrual purposes, Years of Service shall be calculated from the Executives date of hire with CB Bancshares, Inc. For vesting purposes, Years of Service shall be calculated from the effective date of this Agreement, July 1, 2005.
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ARTICLE II
LIFETIME BENEFITS
2.1 Normal Retirement Benefit . Following the Executives Separation from Service on or after his Normal Retirement Date for reasons other than death, the Company shall pay to the Executive the Normal Retirement Benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.
2.1.1 Amount of Benefit . The Normal Retirement Benefit is the following annual amount payable monthly for the life of the Executive and determined as though it commenced on the first day of the month following the Executives Separation from Service: 65% of the Executives Final Average Compensation multiplied by a fraction the numerator of which is the number of the Executives Years of Service and the denominator of which is 20, reduced by the offsets described in Section 2.1.1(a). If the Executives Years of Service exceed 20, the fraction under the preceding sentence will exceed 1; however, in no event may the percentage of the Executives Final Average Compensation exceed 75%. The Normal Retirement Benefit is subject to the vesting schedule described in Article 4.
(a) Offsets . The Normal Retirement Benefit shall be offset or reduced by the following benefits received or receivable by the Executive:
(i) The value of the Executives then-existing aggregate vested account balance in, or any prior payment from, the Central Pacific Bank 401(k) Retirement Savings Plan, the CB Bancshares, Inc. Employee Stock Ownership Plan, and any other defined contribution retirement plan maintained or formerly maintained by the Company or CB Bancshares, Inc. (exclusive of any account balance or payment derived solely from employee contributions or the Executives elective deferral contributions under Code Section 401(k)) ; and
(ii) 50% of the monthly social security benefit to which the Executive is entitled under the Social Security Act. For purposes of determining the Executives projected social security benefit, the Company shall estimate the social security benefit from the Executives annual base pay assuming a 4.5% annual salary increase. For purposes of determining a Disability Benefit under Section 2.3, the social security benefit offset shall be equal to the Executives actual disability benefit payment under the Social Security Act due to the Executives Disability or, if the Executive is not entitled to an actual disability benefit payment under the Social Security Act, the social security benefit offset shall be determined as otherwise provided hereunder.
(b) Offset Assumptions . The offset described in Section 2.1.1(a)(i) shall be determined as of the Executives Normal Retirement Date, or, if the Executive separates from service prior to the Executives Normal Retirement Date, shall be projected to the Executives Normal Retirement Date using the assumptions set forth in Exhibit C. The value of the benefits payable or paid from
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the Companys defined contribution plans shall be computed in the form of a single life annuity over the life expectancy of the Executive commencing the first day of the month after the Executives Normal Retirement Date. Any prior payment shall be equal to the amount of such payment without adjustment for interest from the date of payment.
2.1.2 Timing of Benefit . The Normal Retirement Benefit shall commence on the first day of the month after the date that is six months following the Executives Separation from Service after attaining age 65. Since the benefit is calculated under Section 2.1.1 as though it commenced on the first day of the month after the Executives Separation from Service, the first payment shall include the six months of payments that would have been paid if the benefit commenced on the first day of the month following the Executives Separation from Service, without adjustment for interest.
2.2 Early Termination Benefit . Following the Executives Separation from Service on an Early Termination Date, the Company shall pay to the Executive the Early Termination Benefit described in this Section 2.2 in lieu of any other benefit under this Agreement.
2.2.1 Amount of Benefit . The Early Termination Benefit shall be equal to the Executives Normal Retirement Benefit determined as of the date of the Executives Separation from Service, without any projection of increases in Final Average Compensation or service credit to the Executives Normal Retirement Date. The Early Termination Benefit is subject to the vesting schedule described in Article 4.
2.2.2 Timing of Benefit . The Early Termination Benefit shall commence on the first day of the month following the later of (a) the date that is six months after the Executives Separation from Service or (b) the Executives Normal Retirement Date.
2.3 Disability Benefit . Following the Executives termination of employment due to Disability prior to the Executives Normal Retirement Date, the Company shall pay to the Executive the Disability Benefit described in this Section 2.3 in lieu of any other benefit under this Agreement.
2.3.1 Amount of Benefit . The Disability Benefit under this Section 2.3 shall be equal to the Executives Normal Retirement Benefit projected to the Executives Normal Retirement Date and payable commencing as of the first day of the month following the Executives Normal Retirement Date. In determining the Executives projected Normal Retirement Benefit for this purpose, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date. For this purpose, the Executives Final Average Compensation shall be determined as of the date of the Executives Separation from Service without any projected increases to his Normal Retirement Date.
2.3.2 Timing of Benefit . The Disability Benefit shall commence on the first day of the month after the Executives Normal Retirement Date.
2.4 Change-in-Control Benefit . Upon the Executives Involuntary Termination of Employment or Termination for Good Reason prior to his Normal Retirement Date and within
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36 months following the occurrence of a Change in Control, the Company shall pay to the Executive the Change-in-Control Benefit described in this Section 2.4 in lieu of any other benefit under this Agreement.
2.4.1 Amount of Benefit . The Change-in-Control Benefit shall be equal to the Executives Normal Retirement Benefit projected to the Executives Normal Retirement Date and payable commencing as of the first day of the month following the Executives Normal Retirement Date. In determining the Executives projected Normal Retirement Benefit, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date. The Executives Final Average Compensation shall also be projected to the Executives Normal Retirement Date, assuming a 4.5% annual increase. However, the Executives projected Normal Retirement Benefit shall be determined by applying the offset in Section 2.1.1(a)(i) as of the Executives termination of employment (without any earnings projected to Normal Retirement Date).
2.4.2 Timing of Benefit . The Change-in-Control Benefit shall commence on the first day of the month after the Executives Normal Retirement Date, or six months after the Executives Separation from Service, if later. Alternatively, at the time the Executive enters into this Agreement, 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 Executives Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control. Any benefits commencing prior to the Executives Normal Retirement Date shall be the Actuarial Equivalent of benefits commencing on the first day of the month after the Executives Normal Retirement Date.
2.4.3 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 or, if the Executive incurs any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, collectively referred to as the Excise Tax), then the provisions of the Additional Payments Annex to the Executives employment agreement 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. Sections 1 and 2(a) and (b) of the Additional Payments Annex shall apply to the Gross-Up Payment under this Agreement.
2.5 Form of Lifetime Benefits . The Company shall pay the lifetime benefits under this Article II, other than the Disability Benefit, to the Executive in the form elected by the Executive in accordance with the attached Exhibit A. The Executives election as to the form of benefit must be made at the time the Executive enters into this Agreement. Except as provided in Treasury Regulations or other IRS guidance 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
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this Agreement shall be permitted. The Disability Benefit will be paid in substantially equal monthly installments over an 18-year term commencing as of the first day of the month following the Executives Normal Retirement Date.
ARTICLE III
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 Executives Beneficiary the Preretirement Death Benefit described in this Section 3.1 in lieu of any other benefit under this Agreement. The Company shall not pay any Preretirement Death Benefit under this Section 3.1 if the Executive has received any lifetime benefit payment provided under Article 2.
3.1.1 Amount of Benefit . The Preretirement Death Benefit shall be equal to the Executives Normal Retirement Benefit determined as of the date of death. If the Executive dies while in active service prior to the Executives Normal Retirement Date, the Preretirement Death Benefit shall be projected to the Executives Normal Retirement Date. To project the Preretirement Death Benefit, the Executive shall be credited with the Years of Service that the Executive would otherwise have earned if he continued employment through his Normal Retirement Date, and the Executives Final Average Compensation shall be projected to his Normal Retirement Date assuming a 4.5% annual increase.
3.1.2 Payment of Benefit . Upon the Executives Death, the Company shall pay the Preretirement Death Benefit to the Executives Beneficiary in the form of a 20-year certain benefit that is the Actuarial Equivalent of a single life annuity that would have been payable to the Executive commencing on the first day of the month after the Executives Normal Retirement Date. The Preretirement Death benefit shall be paid in substantially equal monthly installments over a 20-year term commencing as of the first day of the month following the date of the Executives death.
3.2 Death during Lifetime Benefits . Any death benefit paid after the Executive has started to receive lifetime benefits under Article II will depend on the form of lifetime benefit payable. If the Executive was receiving a Disability Benefit, the remaining monthly payments shall continue to the Executives Beneficiary. If the Executive was receiving a Normal Retirement Benefit, Early Termination Benefit, or Change-in-Control Benefit, any death benefit would depend on the form of lifetime benefit chosen. If the Executive chose a single life annuity with no survivor benefit, no death benefit would be payable. If the Executive chose a term certain annuity, the annuity payments for the balance of the term certain would be paid as a death benefit. If the Executive chose a joint and survivor annuity, the survivor annuity would be payable. If the Executive chose a lump-sum benefit and received the lump-sum prior to the Executives death, no death benefit would be payable.
3.3 Death after Termination of Employment but before Payment of a Lifetime Benefit Commences . If the Executive is entitled to a lifetime benefit under Article II, but dies prior to the commencement of such benefit, the Company shall pay to the Executives Beneficiary the Executives vested Normal Retirement Benefit determined as of the date of the Executives death without projection for increases in Final Average Compensation or service credit to the
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Executives Normal Retirement Date. The death benefit paid under this Section 3.3 shall be paid in substantially equal monthly installments over a 20-year term commencing as of the first day of the month following the date of the Executives death, and shall be Actuarially Equivalent to a benefit payable commencing on the first day of the month after the Executives Normal Retirement Date.
3.4 Beneficiary . The Executive shall designate a Beneficiary by filing a written designation with the Company in a manner similar to the attached Exhibit B. The Executive may revoke or modify the designation at any time by filing a new designation. However, a designation shall be effective only if signed by the Executive and received by the Company during the Executives lifetime. The Executives Beneficiary designation shall be revoked automatically if the Beneficiary predeceases the Executive or if the Executive names a spouse as Beneficiary and the marriage is subsequently dissolved. If, upon the death of the Executive, there is no valid beneficiary designation on file with the Company, the Executives Beneficiary shall be the Executives surviving spouse or, if none, the Executives estate.
ARTICLE IV
VESTING
4.1 Vesting . Upon the Executives Disability or death during active service or upon a Change in Control, the Executive shall be fully and immediately vested in the applicable Disability Benefit, Preretirement Death Benefit, or Change in Control Benefit. The Executives Normal Retirement Benefit and Early Termination Benefit shall be vested in accordance with the following schedule:
Years of Service |
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Vesting Percentage |
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Less than 4 years |
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0 |
% |
4 years |
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10 |
% |
5 years |
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20 |
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6 years |
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30 |
% |
7 years |
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45 |
% |
8 years |
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60 |
% |
9 years |
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80 |
% |
10 years or more |
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100 |
% |
Any unvested portion of a benefit shall be forfeited and shall not be paid to the Executive.
4.2 Termination for Cause . Notwithstanding Section 4.1 or any other provision of this Agreement to the contrary, the Company shall not pay, and the Executive shall not be entitled to, any benefit under this Agreement if the Company terminates the Executives employment for Cause.
4.3 Competition After Separation from Service . The Company shall not pay, and the Executive shall not be entitled to, any benefit under this Agreement if, within three years after Separation from Service and without the prior written consent of the Company, the Executive becomes a 5% or more shareholder in or becomes associated with, in the capacity of employee,
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director, officer, principal, agent, trustee or in any other capacity whatsoever, Bank of Hawaii, First Hawaiian Bank, American Savings Bank, Finance Factors, Hawaii National Bank, or any business enterprise that holds a 25% or greater equity, voting, or profit participation interest in any of the preceding. The Executive understands and agrees that the Executive shall be obligated to repay any amount received under this Agreement if the Executive violates the noncompete provision in this Section 4.3 This section shall not apply following a Change in Control.
ARTICLE V
ADMINISTRATION
5.1 Authority of Board . The Board of Directors of the Company shall have plenary authority, in its discretion, to control and manage the operation and administration of the Agreement. Specifically, the Board of Directors shall have the discretionary authority to: (a) construe and interpret the Agreement and its terms and resolve any ambiguities herein; (b) compute the amount and determine the recipient of any payment hereunder; (c) prescribe, amend, and rescind rules and regulations; and (d) make all other determinations and do all other things that it determines are necessary or appropriate for the administration of the Agreement. All decisions, determinations, and interpretations made by the Board of Directors shall be binding and conclusive on the Executive, the Executives Beneficiary, and all other interested parties. The Board of Directors may require, as a condition precedent to receiving benefits under the Agreement, such information as it may reasonably require for the proper administration of the Agreement.
The Board of Directors may delegate its authority to a Committee of the Board of Directors.
5.2 Incapacity . If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, the Company may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incompetent person, or incapable person. The Company may require proof of incompetence, minority, or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge the Company from all liability with respect to such benefit.
5.3 Employment Agreement . The benefits provided under this Agreement are separate from and in addition to any compensation or benefits provided under the Executives employment agreement, except that the benefits under this Agreement are not in addition to benefits payable under the CBBI SERP. The Executive is entitled only to the greater of the benefits under this Agreement or the benefits under the CBBI SERP.
5.4 CBBI SERP . In entering into this Agreement, the Executive agrees that when the benefits payable under this Agreement exceed the benefits payable under the CBBI SERP, the CBBI SERP shall be cancelled, and the Executive will have no further rights under the CBBI SERP.
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ARTICLE VI
FUNDING
6.1 Unfunded Plan . All amounts payable in accordance with the Agreement shall be paid in cash from the general funds of the Company. The Executive shall have no right, title, or interest whatsoever in or to any investment that the Company may make to aid it in meeting its obligations hereunder, including any life insurance contract on the life of the Executive. Nothing contained in the Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a fiduciary relationship between the Company and the Executive or any other person. To the extent any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor.
6.2 Rabbi Trust Allowed . The Company may establish a rabbi trust to assist the Company in satisfying its obligations under the Agreement. If a rabbi trust is established, the arrangement shall be consistent with Section 6.1, and the arrangement shall be subject to the following conditions: (a) the establishment and maintenance of the trust shall not cause the Agreement to be other than an unfunded plan for purposes of the Code and Title I of ERISA; (b) the Company shall be treated as the grantor of the trust for purposes of Section 677 of the Code; (c) the trust shall provide that its assets will be used to satisfy claims of the Companys general creditors in the event of the Companys insolvency; and (d) neither the rabbi trust nor the assets of the rabbi trust shall be located or transferred outside of the United States.
ARTICLE VII
AMENDMENT AND TERMINATION
7.1 Amendment or Termination . This Agreement may be amended or terminated only by written agreement between the Company and the Executive.
7.2 Reorganization of the Company . 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.
ARTICLE VIII
CLAIMS AND REVIEW PROCEDURES
8.1 Claims Procedure . An Executive or Beneficiary (the Claimant) who has not received benefits under the Agreement that he or she believes should be paid may make a claim for such benefits as follows:
8.1.1 Initiation Written Claim . The Claimant may initiate a claim by submitting to the Company a written claim for benefits.
8.1.2 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 may
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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 shall set forth the special circumstances and the date by which the Company expects to render its decision.
8.1.3 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: (a) the specific reasons for the denial; (b) a reference to the specific provisions of the Agreement on which the denial is based; (c) 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 review procedures in Section 8.2 and the time limits applicable to such procedures; (e) and a statement of the claimants right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
8.2 Review Procedure . If the Company denies part or all of the claim, the Claimant shall have the opportunity for a full and fair review of the denial by the Company as follows:
8.2.1 Initiation Written Request . In order to initiate the review, the Claimant, within 180 days after receiving the Companys notice of denial, may file with the Company a written request for review.
8.2.2 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 Claimants claim for benefits.
8.2.3 Considerations on Review . In considering the claim on review, the Company shall take into account all materials and information the Claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. No deference shall be given to the initial adverse benefit determination.
8.2.4 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 may 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.
8.2.5 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: (a) the specific reasons for the denial; (b) a reference to the specific provisions of the Agreement on which the
11
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 Claimants claim for benefits; and (d) a statement of the Claimants right to bring a civil action under ERISA Section 502(a) after exhausting all administrative claims and review procedures in this Article VIII.
8.3 Special Rules for Disability Claims . If a claim is made on account of Disability, the time periods for responding to the claim shall be shortened as follows: (a) the 90-day response time with the possibility of a 90-day extension in Section 8.1.2 shall be shortened to a 45-day response time with the possibility of a 30-day extension, and (b) the 60-day response time with the possibility of a 60-day extension in Section 8.2.4 shall be shortened to a 45-day response time with the possibility of a 45-day extension. Also, in a review under Section 8.2, the Company shall identify any medical or vocational expert whose advice was obtained by the Plan in connection with the initial benefit determination, without regard to whether the advice was relied upon. If the review is from an adverse benefit determination that was based in whole or in part on a medical judgment, the Company shall consult with a health care professional that has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is under review nor the subordinate of such individual. Any review of the denial of a claim made on account of Disability shall be conducted by a person or persons who neither had any part in the initial benefit determination nor are subordinates of the persons who did.
ARTICLE IX
LEGAL STATUS
9.1 Status under the Code . This Agreement is intended to constitute a nonqualified deferred compensation arrangement that is not subject to the qualification requirements in Section 401(a) of the Code. Prior to the actual payment of benefits hereunder, there shall be no transfer of any assets to the Executive or for the benefit of the Executive under this Agreement, and the Agreement is intended to confer no current benefit that would be immediately taxable to the Executive under constructive receipt or other tax principles. The Plan has been designed to meet the requirements of Section 409A of the Code and shall be interpreted consistent with any guidance issued by the IRS or U.S. Department of Treasury under Section 409A.
9.2 Status under ERISA . This Agreement is intended to constitute a top hat arrangement within the meaning of Section 201(2) of ERISA and is not subject to the coverage, funding, or fiduciary requirements of ERISA.
ARTICLE X
MISCELLANEOUS
10.1 Binding Effect . This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators, and transferees.
10.2 No Guarantee of Employment . This Agreement is not an employment agreement or contract. It neither gives the Executive the right to remain an employee of the Company nor
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interferes with the Companys right to discharge the Executive. It also does not require the Executive to remain an employee or interfere with the Executives right to terminate employment at any time.
10.3 Nontransferability . Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached, or encumbered in any manner.
10.4 Tax Withholding . The Company shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement.
10.5 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 ERISA or other laws of the United States.
10.6 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.
10.7 Construction . The headings of the Articles in this Agreement are provided for convenience of reference only and shall not affect its construction or interpretation.
IN WITNESS WHEREOF, the Company and the Executive have signed this Agreement on the date first written above.
COMPANY: |
EXECUTIVE: |
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CENTRAL PACIFIC FINANCIAL CORP. |
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Its |
DEAN K. HIRATA |
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13
EXHIBIT A
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR DEAN K. HIRATA
FORM OF BENEFIT ELECTION
As the Executive under the above-named agreement (Agreement), I understand that I am required to elect the form of distribution for my Normal Retirement Benefit, Early Termination Benefit, and Change-in-Control Benefit, respectively, as of the date of the Agreement. I understand that this election is irrevocable and that I am not entitled to change the form of distribution hereby elected, except as permitted under Section 409A of the Internal Revenue Code of 1986, as amended, and by the Board of Directors of Central Pacific Financial Corp. I further understand that the benefits paid to me are valued based on a single life annuity payable to me commencing on the first day of the month after I attain age 65. All other forms of benefit are actuarially equivalent to a single life annuity based on assumptions set forth in the Agreement.
I hereby elect the form of distribution as indicated below (check appropriate boxes):
Section 2.1 of the Agreement Normal Retirement Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Single lump sum payment on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Single life annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Joint and 50% survivor annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
o Joint and 100% survivor annuity commencing on the first day of the month after the date that is six months following my separation from service after attaining age 65.
Section 2.2 of the Agreement Early Termination Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Single lump sum payment on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Single life annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Joint and 50% survivor annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
o Joint and 100% survivor annuity commencing on the first day of the month after the later of (a) six months following my separation from service or (b) my attainment of age 65.
Section 2.4. of the Agreement Change-in-Control Benefit
o Equal monthly installments over a period of 10 years commencing on the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Equal monthly installments over a period of 10 years commencing on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Equal monthly installments over a period of 15 years commencing on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change in Control.
o Single lump sum payment the first day of the month after I attain age 65, or six months after my separation from service, if later.
o Single lump sum payment on the first day of the month after the date that is six months following my Involuntary Termination of Employment or Termination for Good Reason within 36 months after the Change-in-Control.
I have read and understand the Agreement and this benefit election form.
Dated |
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Signature |
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RECEIPT ACKNOWLEDGED: |
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CENTRAL PACIFIC FINANCIAL CORP . |
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2
EXHIBIT B
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR DEAN K. HIRATA
BENEFICIARY DESIGNATION FORM
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As the Executive under the above-named agreement (Agreement), I hereby acknowledge that, in accordance with the right granted to me under the Agreement to designate and redesignate the beneficiary or beneficiaries to receive a death or survivor benefit, if any, in the event of my death, I hereby designate the following beneficiaries to receive such benefit in the order of priority as indicated:
Primary Beneficiary:
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Relationship to me: |
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Contingent Beneficiary (i.e., my designated beneficiary in the event my primary beneficiary predeceases me):
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Social Security Number: |
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Relationship to me: |
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I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved. I understand that any beneficiary designation or change in beneficiary designation is not valid unless received by the Company prior to my death.
Dated |
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RECEIPT ACKNOWLEDGED: |
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CENTRAL PACIFIC FINANCIAL CORP. |
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EXHIBIT C
CENTRAL PACIFIC FINANCIAL CORP.
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR DEAN K. HIRATA
ASSUMPTIONS
Section 2.1.1(a)(i) Offset Assumptions
For purposes of determining the projected offset in Section 2.1.1(a)(i) to the Executives Normal Retirement Date, the Plan assumes 7% annual earnings on the aggregate account balance (determined on the date of the Executives Separation from Service) attributable to employer contributions under all defined contribution retirement plans.
Exhibit 99.3
Investor Contact: |
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Dean Hirata |
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Media Contact: Ann Takiguchi Marcos |
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Vice Chairman & CFO |
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VP & PR/Communications Manager |
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(808) 544-6882 |
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(808) 544-0685 |
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dean.hirata@centralpacificbank.com |
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ann.takiguchi@centralpacificbank.com |
NEWS RELEASE
CENTRAL PACIFIC FINANCIAL CORP.
ANNOUNCES RETIREMENT OF PRESIDENT &
CHIEF OPERATING OFFICER
HONOLULU, January 30, 2006 Central Pacific Financial Corp. (NYSE: CPF), parent company of Central Pacific Bank, today announced that President and Chief Operating Officer Neal K. Kanda will be retiring and the position of COO will be phased out, effective March 31, 2006.
At the merger of CB Bancshares, Inc. into Central Pacific Financial Corp., in September 2004, the COO position was created and Kanda was appointed to a two-year term as President and COO, charged with combining best practices, best products, and best people, overseeing the integration of the companys two bank subsidiaries. Following the completion of a successful consolidation, six months earlier than anticipated, Kanda decided to announce plans of his retirement and the company elected to accelerate its management restructuring.
I am proud to have contributed to the successes of Central Pacific, said Kanda.
I have had the pleasure and honor to have worked with so many dedicated and competent employees. As the company is in the best position ever with record earnings and a solid management team and board, it gives me great comfort to know that this company is in good hands to serve our customers and the Hawaii community well into the future. Im really looking forward to spending time with my wife and family, noted Kanda.
The company recently reported a record net income of $72.5 million or $2.38 per diluted shares for 2005.
Neal is a friend to many here and he has certainly been a great champion for this company and community, said Chief Executive Officer Clint Arnoldus. We wish him well in his retirement, concluded Arnoldus.
As of April 1, 2006, Clint Arnoldus will assume the title of President and Chief Executive Officer of the company, and Vice Chairman and Chief Financial Officer Dean K. Hirata will assume some of the current responsibilities of the Chief Operating Officer position.
Due to his retirement, Kanda will be resigning as a director of Central Pacific Bank, effective March 31, 2006.
Prior to his appointment as President and COO, Kanda served as Vice President & Treasurer of Central Pacific Financial Corp. formerly CPB Inc. and as Executive Vice President & Chief Financial Officer of Central Pacific Bank. Before joining Central Pacific Bank in 1989, Kanda served as Vice President & Controller during a 16-year career at First Interstate Bank of Hawaii and Controller for M&E Pacific, a consulting engineering firm in Honolulu.
Kanda is 57-years-old and is a 32-year veteran of the financial services industry.
About Central Pacific Financial Corp.
Central Pacific Financial Corp. is the fourth largest financial institution in Hawaii with more than $5.0 billion in assets. Central Pacific Bank, its primary subsidiary, operates 37 branches and more than 90 ATMs throughout Hawaii. For additional information, please visit our website at http://www.centralpacificbank.com.
Forward-Looking Statements
This document may contain forward-looking statements concerning projections of revenues, income, earnings per share, capital expenditures, dividends, capital structure, or other financial items, concerning plans and objectives of management for future operations, concerning future economic performance, or concerning any of the assumptions underlying or relating to any of the foregoing. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, and may include the words believes, plans, intends, expects, anticipates, forecasts or words of similar meaning. While we believe that our forward-looking statements and the assumptions underlying them are reasonably based, such statements and assumptions, are by their nature subject to risks and uncertainties, and thus could later prove to be inaccurate or incorrect. Accordingly, actual results could materially differ from projections for a variety of reasons, to include, but not limited to: the impact of local, national, and international economies and events on the companys business and operations and on tourism, the military, and other major industries operating within the Hawaii market; the impact of legislation affecting the banking industry; the impact of competitive products, services, pricing, and other competitive forces; movements in interest rates; loan delinquency rates and changes in asset quality generally; and trading of the companys stock. For further information on factors which could cause actual results to materially differ from projections, please see the Companys publicly available Securities and Exchange Commission filings, including the Companys Form 10-K for the last fiscal year. The Company does not update any of its forward-looking statements.
#####
2
Exhibit 99.4
Contact: |
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Ann Takiguchi Marcos |
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For Immediate Release |
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VP & PR/Communications Manager |
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NYSE - CPF |
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Phone: (808) 544-0685 |
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Website: centralpacificbank.com |
NEWS RELEASE
Central
Pacific Bank Promotes Curtis W. Chinn to Executive Vice President and
Chief Credit Officer
Honolulu, HI January 31, 2006 Central Pacific Bank has announced the appointment of Curtis W. Chinn as Executive Vice President and Chief Credit Officer. In this role, Chinn oversees all credit-related programs and the overall credit quality for the bank.
Chinn succeeds Douglas R. Weld, who resigned on October 2, 2005. For the past four months, Chinn has served as Senior Vice President and Acting Chief Credit Officer. During the interim, an executive placement firm was retained and an independent search conducted, with Mr. Chinn selected as the top candidate.
Chinn joined Central Pacific Bank in 2003 as Senior Vice President and Commercial Banking Division Manager of the Financial Services Group, overseeing the Financial Services sales teams, including commercial lending functions. Previously, Chinn worked at Silicon Valley Bank as Senior Vice President in the Specialty Finance Division, and at Bank of Hawaii as Senior Vice President and Division Manager of the Insurance Services Division, the Leasing Division and the Corporate Banking Division. He is a 26-year veteran of the financial services industry.
Active in the community, Chinn serves on the boards for the Hawaii Nature Center and the Juvenile Diabetes Research Foundation, Hawaii Chapter. He is also a member of the Outrigger Canoe Club and the Pacific Club.
Chinn is a graduate of the University of California, Davis, with a BA and MA in Economics. He is a resident of Honolulu.
Central Pacific Financial Corp. is the fourth largest financial institution in Hawaii with more than $5.0 billion in assets. Central Pacific Bank, its primary subsidiary, operates 37 branches statewide, including four supermarket branches and more than 90 ATMs. For additional information, please visit our website at www.centralpacificbank.com.
Member FDIC
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