Form of Notice of Performance-Based Restricted Stock Unit Award Grant

1.The PSUs shall become earned based on the Central Pacific Financial Corp.’s (the “Company’s) [performance measure (“____”)] for the Performance Measurement Period (as defined below). The number of PSUs that shall become earned, if any, following the end of the Performance Measurement Period, shall be determined by multiplying the number of PSUs granted by the “Earned Percentage,” as determined below, provided that the maximum Earned Percentage for the Performance Measurement Period shall be 200%. Any PSUs that do not become earned at the end of the Performance Measurement Period will be canceled without issuance of shares. The actual number of PSUs the Participant earns may be greater or less than the Target Award Amount, or even zero, based on the Company’s [performance criteria].

2.[performance criteria and measurement]

3.“Earned Percentage” means the percentage determined according to the following grid:

Interpolation: To the extent performance falls between two levels in the table above, see interpolation table (Appendix __) in determining the percentage of the PSUs that are earned.

4.“Performance Measurement Period” means the period from _________ through ___________.

Dividends and Other Distributions. Dividends are not payable and do not accrue with respect to PSUs, and dividends will be paid with respect to shares of Common Stock that are issued to you with respect to PSUs that have vested only after such shares are issued and only with respect to dividends having an ex-dividend date on or after the date such shares are issued. If any stock splits or stock dividends are paid in shares of Common Stock during the Vesting Period, your number of PSUs will be adjusted in the same manner as shares of Common Stock are adjusted for any stock split and will be increased by a number of PSUs equal to the number of Common Stock shares paid as stock dividends with respect to the corresponding number of shares of Common Stock. These adjusted or additional PSUs will convert to shares of Common Stock at the same time and in the same Earned Percentage as the underlying PSUs to which they relate.

 

 

The undersigned hereby acknowledges having read the Plan, the Agreement and this Notice, and hereby agrees to be bound by all the provisions set forth in the Plan, the Agreement and this Notice.