CENTRAL PACIFIC FINANCIAL CORP — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTRAL PACIFIC FINANCIAL CORP (CPF)
CIK: 0000701347
Period of Report: 2015-03-02

Reporting Person: Dean John C (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Common Stock	A	8460	—	Acquired	62850	Indirect
2015-03-02	Common Stock	F	3078	$22.98	Disposed	59772	Indirect
2015-03-02	Common Stock	F	1941	$22.98	Disposed	22087	Direct

Footnotes

F1: PSUs (Two-thirds of 02/28/14 performance award grant): Based on attainment of 90% (threshold) of Board approved 2014 Target Net Income of $40.05 million. If threshold is not achieved, all shares will be forfeited. If threshold is achieved, the first tranche will vest in 2015; followed by the second and third tranches in 2016 and 2017 respectively. Vesting in 2016 is conditioned on the Company achieving a net income of at least $30 million in 2015. Likewise, vesting in 2017 is conditioned on the Company achieving a net income of at least $30 million in 2016. Actual shares earned will be based on 2014 Target Net Income results, with a Stretch Opportunity from 90% of Target up to 200% (cap). 1/3 of each portion will vest equally over the next 3 years.

F2: RSUs Time Based: One-third of this portion of the grant will vest equally on the anniversaries of the grant date for the next 3 years.

F3: Shares exercised related to vesting from 2/28/13 grant

F4: Shares exercised related to vesting from 2/28/14 grant