UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-12396
CB BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Hawaii 99-0197163
(State of Incorporation) (IRS Employer Identification No.)
201 Merchant Street Honolulu, Hawaii 96813
(Address of principal executive offices)
(808) 546-2411
(Registrant's Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of registrant's common stock at July 31,
1995 was 3,551,228 shares.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
CB BANCSHARES, INC. AND SUBSIDIARIES (unaudited)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(in thousands, except shares and per share data)
-------------------------------------------------------------------------------
June 30, December 31, June 30,
1995 1994 1994
-------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 45,445 $ 48,748 $ 42,269
Federal Funds Sold and securities
purchased 4,850 5 5
Investment securities:
Held-to-maturity (market value of
$215,661 in 1995, $238,189 at
12-31-94 and $225,369 at 6-30-94) 215,029 247,995 234,417
Available for sale 45,975 13,998 28,840
Trading 342 4,997 -
Gross loans 1,121,066 1,075,424 967,569
Less allowance for loan losses (14,429) (14,326) (13,548)
-------------------------------------------------------------------------------
Net Loans 1,106,637 1,061,098 954,021
Premises and equipment 17,438 17,287 11,533
Other assets 40,412 33,247 35,499
Goodwill 11,711 12,136 12,541
-------------------------------------------------------------------------------
Total assets $1,487,839 $1,439,511 $1,319,125
===============================================================================
LIABILITIES AND STOCKHOLDERS EQUITY
Deposits
Non-interest bearing $ 119,545 $ 135,368 $ 119,880
Interest bearing 872,822 788,076 783,167
-------------------------------------------------------------------------------
Total deposits 992,367 923,444 903,047
Short-term borrowings 265,051 274,903 95,295
Other liabilities 30,543 16,795 35,541
Long-term debt 80,170 106,850 170,825
-------------------------------------------------------------------------------
Total liabilities 1,368,131 1,321,992 1,204,708
Deferred gain 6,109 6,354 6,555
Stockholders' equity (Note B)
$1 par value, 50,000,000 shares authorized
Issued and outstanding - 3,551,228 shares
3,551 3,551 3,551
Additional paid-in capital 65,080 65,080 65,080
Retained earnings 44,942 42,886 39,373
Unrealized valuation adjustment 26 (352) (142)
-------------------------------------------------------------------------------
Total stockholders' equity 113,599 111,165 107,862
-------------------------------------------------------------------------------
Total liabilities and
stockholders' equity $1,487,839 $1,439,511 $1,319,125
===============================================================================
</TABLE>
2
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CB BANCSHARES, INC. AND SUBSIDIARIES (unaudited)
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>
(in thousands, except per share data) Quarter ended Six months ended
-------------------------------------------------------------------------------------------------------------
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest income
Interest and fees on loans $23,435 $19,302 $46,665 $30,298
Interest and dividends on investment securities
Taxable 4,096 3,485 8,119 5,951
Non taxable 70 105 140 212
Dividends 169 256 331 392
Other interest income 386 0 504 278
-------------------------------------------------------------------------------------------------------------
Total interest income 28,156 23,148 55,759 37,131
Interest Expense
Deposits 9,143 5,825 16,958 9,039
Short-term borrowings 2,894 1,120 7,025 1,258
Long-term debt 2,826 1,786 4,542 2,424
-------------------------------------------------------------------------------------------------------------
Total interest expense 14,863 8,731 28,525 12,721
-------------------------------------------------------------------------------------------------------------
Net interest income 13,293 14,417 27,234 24,410
Provision for loan losses 120 341 240 750
-------------------------------------------------------------------------------------------------------------
Net interest income after provision
for loan losses 13,173 14,076 26,994 23,660
Other income
Service charges and fees 2,111 3,291 4,183 5,120
Other 111 604 223 716
-------------------------------------------------------------------------------------------------------------
Total other income 2,222 3,895 4,406 5,836
Other expenses
Salaries and employee benefits 5,177 5,880 10,251 9,238
Net occupancy and equipment expense 2,471 2,334 4,890 4,116
Other 4,489 5,022 9,265 7,680
-------------------------------------------------------------------------------------------------------------
Total other expenses 12,137 13,236 24,406 21,034
-------------------------------------------------------------------------------------------------------------
Income before income taxes 3,258 4,735 6,994 8,462
Provision for income taxes 1,230 1,750 2,630 3,213
-------------------------------------------------------------------------------------------------------------
Net income $2,028 $2,985 $ 4,364 $ 5,249
=============================================================================================================
Per common share:
Net income $ .57 $ 0.84 $ 1.23 $ 1.68
=============================================================================================================
</TABLE>
3
<PAGE>
CB BANCSHARES, INC. AND SUBSIDIARIES (unaudited)
CONSOLIDATED STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
(in thousands, except per share data) Six months ended June 30,
-------------------------------------------------------------------------------
1995 1994
-------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 4,364 $ 5,249
Net adjustments to reconcile net income to cash
provided by operating activities 12,758 7,836
-------------------------------------------------------------------------------
Net cash provided by operating activities 17,122 13,085
Cash flow provided by investing activities:
Increase (decrease) in federal funds sold and
securities under resale agreements (4,845) 25,000
Proceeds from maturities of investment securities 10,100 51,268
Purchase of investment securities (9,111) (59,392)
Net (decrease) increase in loans (45,642) (74,123)
Capital expenditures (1,010) (280)
Purchase of International Holding Capital Corp.,
net of cash acquired (21,720)
-------------------------------------------------------------------------------
Net cash (used) in investing activities (50,508) (79,247)
Cash flow provided by financing activities:
Net increase (decrease) in deposits 68,923 (15,297)
Net increase (decrease) in short-term borrowings (9,852) 87,957
Increase (decrease) in long-term debt (26,680) (13,395)
Cash dividend paid (2,308) (2,033)
-------------------------------------------------------------------------------
Net cash provided by financing activities 30,083 57,232
(DECREASE) IN CASH (3,303) (8,930)
-------------------------------------------------------------------------------
Cash and due from banks at beginning of period 48,748 51,199
-------------------------------------------------------------------------------
Cash and due from banks at end of period $45,445 $42,269
===============================================================================
</TABLE>
4
<PAGE>
CB BANCSHARES, INC. AND SUBSIDIARIES
Note to consolidated Financial Statements
June 30, 1995
NOTE A - BASIS FOR PRESENTATION
The unaudited financial statements have been prepared in accordance with the
instructions to Form 10-Q and do not include all information and footnotes
necessary for a fair presentation of the financial condition, results of
operations, and cash flows of CB Bancshares, Inc., and subsidiaries, in
conformity with generally accepted accounting principles.
The financial statements reflect all adjustments of a normal and recurring
nature which are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods.
NOTE B - ACQUISITION OF INTERNATIONAL SAVINGS & LOAN ASSOCIATION, LTD (ISL)
On April 4, 1994, the Company acquired all the outstanding stock of
International Holding Capital Corp. at a purchase price of $52.4 million. As a
result of the acquisition, ISL became a wholly-owned subsidiary of the Company.
The consideration consisted of $26.2 million in cash and 845,228 shares of
newly issued Company common stock. The acquisition was accounted for using the
purchase method of accounting and the results of operations of ISL are included
in the Company's financial statements from the date of acquisition.
5
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
NET INCOME
Consolidated net income for the three months ended June 30, 1995, totaled
$2.03 million, or $0.57 per share, as compared to $2.99 million, or $0.84 per
share for the same quarter last year. The decrease in net earnings was due
primarily a $0.9 million and $1.7 million decline in net interest income and
other income, respectively, offset by a $1.1 million reduction in other
expenses.
Consolidated net income for the six months ended June 30, 1995, totaled
$4.36 million, or $1.23 per share, as compared to $5.25 million, or $1.68 per
share for the same period year.
The Company's annualized return on average assets for the six months ended
June 30, 1995 was 0.59%, as compared to 1.02% for the same period last year.
The Company's annualized return on average stockholder's equity was 7.76% for
the six months ended June 30, 1995, as compared to 11.38% for the same period
last year.
NET INTEREST INCOME
A comparison of net interest income for the three and six months ended June
30, 1995, and 1994 is set forth below on a taxable basis:
<TABLE>
<CAPTION>
Quarter Ended June 30, Six months ended June 30,
1995 1994 1995 1994
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Interest income $28,192 $23,202 $55,831 $37,240
Interest Expense 14,863 8,731 28,525 12,721
------- ------- ------- -------
Net interest income $13,329 $14,471 $27,306 $24,519
======= ======= ======= =======
Net interest margin 3.89 4.96% 4.01% 5.24%
======= ======= ======= =======
</TABLE>
The $2.8 million growth in net interest income for the first two quarters of
1995 reflects the increase in interest-earning assets and interest - bearing
liabilities as a result of the ISL acquisition. Specifically, average
earning assets increased by $436.6 million during the first two quarters of
1995 as compared to the same period in 1994. Similarly, weighted
average interest - bearing liabilities increased by $381.2 million during the
first two quarters of 1995, as compared to the respective 1994 period.
The weighted average yield on interest-earning assets was 8.19% for the first
two quarters of 1995, as compared to 8.01% for the respective 1994 period. The
weighted average cost of interest-bearing liabilities increased to 4.86% for
the first two quarters of 1995, as compared to 3.22% for the respective 1994
period.
6
<PAGE>
As a result of the foregoing, the Company's net interest margin decreased to
4.01% for the first two quarters of 1995, representing a 123 basis point
decrease from the 5.24% for the same period in 1994. Management principally
attributes the decline in the 1995 net interest margin primarily to the 165
basis point increase in the cost of funds due to the change in market rates
and a shift into higher rate time deposits.
PROVISION AND ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses at June 30, 1995 was $14.4 million, and
represented 1.29% of total loans. The ratio at December 31, 1994 and June 30,
1994, was 1.33% and 1.40%, respectively. The 11 basis point decrease in the
allowance ratio at June 30, 1995, compared to the allowance ratio at June 30,
1994, was due primarily to the change in the mix of the Company's loan
portfolio. As a result of the acquisition of ISL, real estate mortgage loans,
which have a lower historical loan loss experience, increased to 77.7% of the
total loan portfolio at June 30, 1995, compared to 65.2% at the same time in
1994.
Changes in the allowances for loan losses were as follows:
<TABLE>
<CAPTION>
Quarter ended Six months ended
June 30, June 30,
1995 1994 1995 1994
(dollars in thousands) (dollars in thousands)
<S> <C> <C> <C> <C>
Balance at beginning of period $14,423 $10,043 $14,326 $ 9,816
Provision charged to expense 120 341 240 750
Allowance of IHCC at acquisition - 3,147 - 3,147
Net recoveries(charge-offs) (114) 17 (137) (165)
-------- -------- ------- --------
Balance at end of period $ 14,429 $13,548 $14,429 $13,548
</TABLE>
7
<PAGE>
NON-PERFORMING ASSETS
A summary of non-performing assets follows:
<TABLE>
<CAPTION>
June 30,
1995 1994
---------------------
<S> <C> <C>
Loan accounted for on a
non-accrual basis $9,911 $9,015
Loan contractually past due
ninety days or more as to
interest or principal payments 6,903 1,661
---------------------
Total non-performing loans 16,814 10,676
Other Real Estate Owned 2,206 522
---------------------
Total non-performing assets $19,020 $11,198
=====================
</TABLE>
At June 30, 1995, non-performing assets represented 1.28% of total assets,
compared to 0.85% at June 30, 1994. Loans past due 90 days or more and still
accruing are included in the non-performing ratios.
OTHER OPERATING INCOME
Other operating income totaled $2.2 million and $4.4 million for the three
months and six months ended June 30, 1995, a decrease of $1.7 million and $1.4
million from the comparable periods in 1994. The decrease in other operating
income for the three and six months ended June 30, 1995 was due to decreases
in other service charges and fees and securities gains.
OTHER OPERATING EXPENSES
Other operating expenses totaled $12.1 million for the three months ended
June 30, 1995, an decrease of $1.1 million from the same period in 1994. The
reduction in operating expenses reflects management's continuing efforts to
reduce overhead expenses and achieve departmental consolidation savings from
the merger with ISL.
For the six months ended June 30, 1995, other operating expensed totaled $24.4
million an increase of $3.4 million from the same period in 1994. The
lower fiscal 1994 operating expenses was due to the exclusion of ISL's
operating expenses in the first quarter of 1994 since ISL was not acquired
until the second quarter of 1994 - see Note 2 of Notes to Financial Statements.
On August 8, 1995, the FDIC announced that it would be lowering the deposit
premiums commercial banks pay sometime during the third quarter of 1995,
"saving the industry about $4.4 billion a year". The premium rates assessed
8
<PAGE>
for members of the Bank Insurance Fund (BIF), such as City Bank, would range
from 4 to 31 basis points. Current assessments range from 23 basis points for
the best risk classification to 31 basis points for the riskiest
classification. During 1994 and the first half of 1995, the BIF assessed City
Bank at the rate of 0.23 basis points of its deposits and City Bank paid a
total of $0.674 million into the BIF during the first half of 1995. The premium
reductions announced by the FDIC will not apply to thrift institutions, such as
International Savings.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
A) 10.1 Employment agreement between CB Bancshares, Inc. and Ronald M.
Migita.
B) No reports on Form 8-K were filed during the quarter ended June 30,
1995.
9
<PAGE>
SIGNATURES
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 thereunto duly authorized.
CB BANCSHARES, INC. AND SUBSIDIARIES
August 14, 1995 By /s/ Daniel Motohiro
Daniel Motohiro, Treasurer
and Principal Financial Officer
10
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
10 Employment Contract
11
<PAGE>
EMPLOYMENT AGREEMENT
This Employment Agreement (Agreement) is made as of May 31, 1995, by and
between CB BANCSHARES, INC., a Hawaii corporation (Employer), and RONALD K.
MIGITA (Employee). Employer and Employee hereby agree that Employee will
render services to Employer on the following term and conditions.
1. Employment and Term. Subject to the terms and conditions specified in this
Agreement, Employer hereby agrees to employ Employee as President and Chief
Operating Officer and Employee hereby accepts such employment from Employer,
for the period commencing on the 5th day of June, 1995, and, unless earlier
terminated in accordance with the provisions of this Agreement, expiring on the
fifth (5) anniversary of the date hereof; PROVIDED, HOWEVER, that this
Agreement may be renewed by agreement of Employer and Employee for an
additional five (5) year period. Either Employer or Employee may, for any
reason, terminate the terms of employment hereunder by giving written notice of
termination no later than 60 days prior to the end of the term of employment.
2. Extent of Services and Duties.
A. Duties. Employee shall perform those services which can reasonably be
performed by a person with the title of President and Chief Operating Officer.
Employee also agrees to perform such services as may be assigned from time to
time by Employer and such other positions and other duties as may be determined
from time to time by the Chairman of the Board of Directors of Employer.
During the term of this Agreement, Employee shall devote his full business
time, attention, and energies to the business of Employer in order to discharge
his duties faithfully, diligently, to the best of his abilities, and in a
manner consistent with the direction of Employer and any and all policies and
guidelines as may be established by Employer from time to time.
Notwithstanding the foregoing, Employee shall be entitled to four (4) weeks of
paid vacation each year during the term of this Agreement at such time as do
not materially interfere with the business of, and are approved in advance by,
Employer.
B. Place. Employee generally shall perform Employee's services at Employer's
headquarters in Honolulu, Hawaii, although from time to time Employee may be
required to travel on Employer's business.
3. Cash Compensation. Compensation payable pursuant to this Section 3 shall
accrue and be payable in accordance with the payroll practices of Employer in
effect from time to time during the term hereof. All payments to Employee
hereunder shall be subject to deduction and withholding authorized or required
by applicable law.
A. Base Salary. Subject to the other terms and conditions of this Agreement
and as compensation for the performance of all services to be rendered by
Employee in any capacity hereunder, including, without limitation, services as
an officer, director or member of any committee of Employer and its
subsidiaries and affiliates, Employer shall pay Employee a base salary, in
addition to other cash and noncash consideration provided for in this
Agreement, at the annual rate of TWO HUNDRED TWENTY FIVE THOUSAND AND NO/100
DOLLARS ($225,000).
B. Bonus. Subject to the other terms and conditions of this Agreement, Employer
from time to time may, in its discretion, increase the base salary and/or grant
a bonus or other compensation or benefits to Employee (Additional Salary). Any
12
<PAGE>
Additional Salary shall be payable in accordance with Employer's procedures for
paying Additional Salary to its executives at the same level or such equivalent
successor procedures as may be adopted by Employer.
4. Noncash compensation.
A. Employee Benefit Plans. Subject to the other terms and conditions of this
Agreement and as compensation for the performance of his services hereunder,
Employee shall be entitled during the term hereof to participate in employee
benefit plans and programs of Employer to the extent that his position, tenure,
salary, age, health and other qualifications make him eligible to participate.
Employer does not guarantee the adoption or continuance of any particular
employee benefit plan or program during the term hereof, and Employee's
participation in any such plan or program shall be subject to the provisions,
rules, regulations and laws applicable thereto.
B. Stock Options. Subject to the other terms and conditions of this Agreement
and as compensation for the performance of his services hereunder, Employee
shall be entitled during the term hereof to participate in Employer's Stock
Compensation Plan, on a similar basis as that provided for Employer's
executives of equivalent rank and tenure.
C. Expenses. Employer will reimburse Employee for reasonable expenses for
entertainment, travel and similar items that Employee incurs on behalf of
Employer in accordance with Employer's policies and procedures for Employer's
officers.
D. Fringe Benefits. Employee shall be entitled to certain other fringe benefits
generally available to executive officers of Employer.
5. Termination.
A. Termination for Cause. Employer's obligations under this Agreement shall
terminate if Employee is discharged by Employer for cause (For Cause), which
shall be defined as (i) willful action by Employee that (a) is significantly
injurious to Employer, monetarily or otherwise or (b) involves personal
dishonesty or breach of fiduciary duty involving personal profit in connection
with Employee's employment by Employer or the misappropriation by Employee of
any funds, properties or opportunities of Employer; (ii) indictment or
conviction of, or plea of nolo contendere by, Employee of a felony or a crime
involving moral turpitude (including without limitation, fraud, theft or
embezzlement); (iii) use of illegal drugs, abuse of controlled substances or
habitual intoxication of Employee; (iv) habitual unexcused absenteeism by
Employee; (v) Employee's failure or refusal to follow the policies and
guidelines of Employer as from time to time in effect or intentional disregard
of the lawful and reasonable instructions of Employer, which failure or refusal
continues for 30 days following delivery of written demand for substantial
performance by Employer (other than such failure resulting from Employee's
incapacity due to physical or mental illness); or (vi) Employee's breach of any
provision of this Agreement. Employee's voluntary termination of his
employment hereunder shall be deemed to be For Cause for the purposes of this
Agreement; PROVIDED, HOWEVER, Employee's voluntary termination of his
employment shall not be deemed to be For Cause in the event that (x)
Employee provides Employer with not less than 120 days prior written notice of
termination, (y) Employer materially breaches its obligations hereunder, (z)
without Employee's prior written consent, the Employer materially changes the
duties attached to Employee's position.
13
<PAGE>
Employer shall have the right to terminate Employee's employment under this
Agreement For Cause at any time, without prior notice and effective
immediately. In the event that this Agreement shall be terminated For Cause as
provided herein, Employee shall not be entitled to any salary, bonus, severance
pay, benefits or other compensation whatsoever and shall forfeit all right,
title and intere in and to all such amounts or payments (including payments
due but unpaid) required to be made in accordance with the provisions hereof.
B. Termination for Death or Disability. Employer's obligations under this
Agreement shall terminate automatically upon Employee's death. In the event
Employer determines that, because of accident, disability or physical or mental
illness, Employee's ability to perform his duties hereunder is substantially
impaired, Employees duties and obligations hereunder shall be suspended without
loss of compensation or other benefits. If, as a result of Employee's accident,
disability or mental or physical illness, Employee shall have missed 30 or more
consecutive working days in any 12-month period or 60 or more total working
days in any 12-month period, Employee shall be deemed to be "Disabled". As
of the end of any such 30 or 60 days, Employer may, upon notice to such
effect from Employer to Employee, terminate Employer's obligation (other than
as set forth in the following paragraph) hereunder upon the date set forth
in such notice.
Upon Employee's death, termination of this Agreement because Employee is
Disabled, or voluntary termination of Employee's employment hereunder, Employer
shall have no obligation to Employee other than to pay Employee (or his estate
or designated beneficiary), pursuant to the payroll practices of Employer, for
services rendered prior to the effective date of termination; PROVIDED HOWEVER,
Employee shall be entitled to such disability payments and coverage for which
Employee qualifies under Employer's disability benefit plans from time to time
in effect and the provisions of this Section shall not affect the entitlements
of Employee's heirs, executors and administrators, legatees, beneficiaries or
assigns in any benefit plan, fund or program of Employer.
6. Entire Agreement. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof, and there are no
understanding or agreements relative to the subject matter hereof which are not
fully expressed in this Agreement. This Agreement supersedes all other
agreements and undertakings, oral or written, between parties hereto with
respect to the subject matter hereof.
7. Applicable Law. Except to the extent that the laws of the United State may
apply to the terms hereof, the substantive laws of the State of Hawaii shall
govern the validity, construction, enforcement and interpretation of this
Agreement.
8. Resignation. In the event Employee's services hereunder are terminated
under any of the provisions of this Agreement (except by death), Employee
agrees that he will deliver his written resignation as an officer of Employer
to Employer, such resignation to become effective immediately.
9. Data. Upon termination of this Agreement, the Employee or his personal
representative shall promptly deliver to Employer all books, memoranda, plans,
records and written data of every kind relating to the business and affairs of
Employer which are in his possession.
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<PAGE>
10. Insurance. Employer shall have the right at its own cost and expense
to apply for and to secure in his own name, or otherwise, life, health or
accident insurance or any or all of them covering Employee, and Employee agrees
to submit to the usual and customary medical examination and otherwise to
cooperate with Employer in connection with the procurement of any such
insurance, and any claim thereunder.
11. Waiver of Breach. Any waiver of any breach of this Agreement shall not be
construed to be a continuing waiver or consent to any subsequent breach on the
part either of Employee or of Employer.
12. Assignment. Neither party hereto may assign his or its rights or delegate
his or its duties under this Agreement without the prior written consent of the
other party; PROVIDED, HOWEVER, this Agreement shall inure to the benefit of
and be binding upon the successors and assigns of Employer, all as though such
successors and assigns of Employer were the Employer.
13. Modification and Waiver. No supplement, modification, waiver or
termination of this Agreement shall be binding unless executed in writing by
the parties hereto. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision hereof, nor shall
such waiver constitute a continuing waiver.
14. Notices. Any and all notices, demand, requests or other communications
required or permitted hereunder to be served on, given to or delivered to any
party to this Agreement shall be in writing and shall be deemed to have been
duly given when delivered in person or when dispatched by electronic facsimile
transfer (confirmed in writing by regular mail simultaneously dispatched) or
sent by certified mail, return receipt requested, to the parties at their
respective addresses set forth below:
If to Employer:
CB Bancshares, Inc.
Attn: James M. Morita
201 Merchant Street
Honolulu, Hawaii 96813
If to Employee:
Ronald K. Migita
98-868 Naukewai Place
Aiea, Hi 96701-2783
or to such other address as may be designated by such addressees by a notice
given in conformity herewith.
15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
16. Third Parties. Except as provided for in Section 12, nothing expressed or
implied in this Agreement is intended, or shall be construed, to confer upon or
give any person or entity other than Employer and Employee any rights or
remedies under, or by reason of, this Agreement.
15
<PAGE>
17. Arbitration. Any dispute, controversy, or claim arising out of or related
to this Agreement or breach thereof, or arising out of or relating in any way
to the employment of Employee or the termination thereof, shall be submitted to
arbitration in accordance with the Voluntary Labor Arbitration Rules of the
American Arbitration Association. Arbitration shall be conducted in Honolulu,
Hawaii. Judgment upon the award rendered by the arbitrator may be entered in
any competent court in the State of Hawaii, or in any other court of competent
jurisdiction. In reaching his or her decision, the arbitrator shall have no
authority to ignore, modify, add to or delete from any provision of this
Agreement, but instead is limited to interpreting this Agreement. If any party
is successful in any arbitration, suit or proceeding brought or instituted to
enforce this Agreement or on account of any damages sustained by reason of
violation by the other of this Agreement, the prevailing party shall be paid
reasonable attorney's fees and incidental expenses by the nonprevailing party.
18. Assistance in Litigation. Employee shall be available, upon the request of
Employer to testify or otherwise assist in litigation, arbitration, or other
disputes involving Employer, or any of the directors, officers employees,
subsidiaries or affiliates of Employer, at no additional cost except for
incidental expenses, during the term of this Agreement and at any time
following the termination of the Agreement.
19. Survival. Notwithstanding the termination of this Agreement for any
reason, no party shall be released of any obligation created hereunder pursuant
to Sections 4, 5, or 12 until such obligation has been fulfilled pursuant to
the terms of this Agreement.
20. Review. By the Execution of this Agreement, Employee acknowledges Employee
has carefully read the terms of this Agreement and has had the opportunity to
be advised by counsel of Employee's choice.
IN WITNESS WHEREOF, the parties to this Agreement have executed and delivered
this Agreement on the date first above written.
EMPLOYER:
CB BANCSHARES, INC.
By: /s/ James M. Morita
Chairman of the Board of Directors,
Chief Executive Officer
EMPLOYEE:
/S/ Ronald M. Migita
40
