exh10b1-xxvi.htm


    


      ALEXANDER
& BALDWIN, INC.

      NOTICE OF AWARD OF
TIME-BASED RESTRICTED STOCK UNITS

       

      The
Corporation hereby awards to Participant, as of the Award Date indicated below,
an award (the “Award”) of restricted stock units under the Corporation’s 2007
Incentive Compensation Plan (the “Plan”).  Each restricted stock unit
represents the right to receive one share of Common Stock on the applicable
issuance date following the vesting of that unit.  The number of
shares of Common Stock subject to the awarded restricted stock units and the
applicable vesting schedule for those units and the underlying shares are set
forth below. The remaining terms and conditions governing the Award, including
the issuance date or dates for the shares of Common Stock that vest under the
Award, shall be as set forth in the form Time-Based Restricted Stock Unit Award
Agreement for service-vesting Awards.

       

      AWARD
SUMMARY

       

      
        	
                Participant

              	
                _______________

              
	
                Award
      Date:

              	
                _____________,
      20___

              
	
                Number of Shares 

                Subject to Award:

              	
                 

                ______
      shares of Common Stock (the “Shares”)

              
	
                Vesting
      Schedule:

              	
                The
      Shares shall vest in a series of three (3) successive equal annual
      installments upon Participant’s completion of each successive year of
      Service over the three (3)-year period measured from the Award Date. Each
      such installment vesting date is hereby designated a “Vesting and Issuance
      Date.” However, one or more Shares may be subject to accelerated vesting
      in accordance with the provisions of Paragraph 3 or Paragraph 5 of the
      form Time-Based Restricted Stock Unit Award
  Agreement.

              


      

       

      Participant
understands and agrees that the Award is granted subject to and in accordance
with the terms of the Plan and hereby agrees to be bound by the terms of the
Plan and the terms of the Award as set forth in the form Timed-Based Restricted
Stock Unit Award Agreement attached as Exhibit
A.  Participant hereby acknowledges the receipt of a copy of
the official prospectus for the Plan.  A copy of the Plan is available
upon request made to the Corporate Secretary at the Corporation’s principal
offices.

       

      Continuing Consent.
Participant further acknowledges and agrees that, except to the extent the Plan
Administrator notifies Participant in writing to the contrary, each subsequent
award of service-vesting restricted stock units made to him or her under the
Plan shall be subject to the same terms and conditions set forth in the
Time-Based Restricted Stock Unit Award Agreement attached to his or her initial
service-vesting Award, and Participant hereby accepts those terms and conditions
for each such subsequent service-vesting restricted stock unit award that may be
made to him or her under the Plan and hereby agrees to be bound by those terms
and conditions for any such restricted stock unit awards, without any further
consent or acceptance required on his or her part at the time or times when
those awards may be made.  However, Participant
may, at anytime he or she holds an outstanding service-vesting restricted stock
unit award under the Plan, request a written copy of the form Timed-Based
Restricted Stock Unit Award Agreement from the Corporation by contacting the
Corporation’s Human Resources Department at the Corporation’s headquarters at
822 Bishop Street, Honolulu, HI 96813.

       

      Employment at
Will.  Nothing in this Notice or in the form Time-Based
Restricted Stock Unit Award Agreement or in the Plan shall confer upon
Participant any right to continue in Service for any period of specific duration
or interfere with or otherwise restrict in any way the rights of the Corporation
(or any Parent or Subsidiary employing or retaining Participant) or of
Participant, which rights are hereby expressly reserved by each, to terminate
Participant’s Service at any time for any reason, with or without
cause.

       

      Definitions.  All
capitalized terms in this Notice shall have the meaning assigned to them in this
Notice or in the form Time-Based Restricted Stock Unit Award Agreement for
service-vesting Awards.

       

      DATED:                ____________,
20__

       

      


       

      ALEXANDER & BALDWIN,
INC.

       

      
        	 
      	
                By:

              	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Title:

              	 
      	 
      
	 
      	 
      	
                 

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                OPTIONEE

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Address: