exh-perf.htm


    EXHIBIT A

    

      ALEXANDER
& BALDWIN, INC.

      


      EXECUTIVE PERFORMANCE-BASED
RESTRICTED STOCK UNIT AWARD AGREEMENT

      


      RECITALS

      


      A.           The
Corporation has implemented the Plan for the purpose of providing eligible
persons in the Corporation’s service with the opportunity to participate in one
or more cash or equity incentive compensation programs designed to encourage
them to continue their service relationship with the Corporation.

       

      B.           Participant
is to render valuable services to the Corporation (or any Parent or Subsidiary),
and this Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation’s issuance of shares of
Common Stock to Participant under the Stock Issuance Program.

       

      C.           All
capitalized terms in this Agreement shall have the meaning assigned to them in
the attached Appendix A.

       

      NOW, THEREFORE, it is hereby
agreed as follows:

       

      1. Grant of
Restricted Stock Units.  The Corporation hereby awards to
Participant, as of the Award Date, restricted stock units under the
Plan.  The number of shares of Common Stock underlying the awarded
restricted stock units and the applicable performance vesting requirements for
those units and the underlying Shares are set forth in the Award
Notice.  The remaining terms and conditions governing the Award shall
be as set forth in this Agreement.

       

      2. Limited
Transferability.  Prior to the actual issuance of the Shares
which vest hereunder, Participant may not transfer any interest in the
restricted stock units subject to the Award or the underlying Shares or pledge
or otherwise hedge the sale of those units or Shares, including (without
limitation) any short sale or any acquisition or disposition of any put or call
option or other instrument tied to the value of those
Shares.  However, any Shares which vest hereunder but otherwise remain
unissued at the time of Participant’s death may be transferred pursuant to the
provisions of Participant’s will or the laws of inheritance or to Participant’s
designated beneficiary or beneficiaries of this Award. Participant may also
direct the Corporation to record the ownership of any Shares which in fact vest
and become issuable hereunder in the name of a revocable living trust
established for the exclusive benefit of Participant or Participant and his or
her spouse. Participant may make such a beneficiary designation or ownership
directive at any time by filing the appropriate form with the Plan Administrator
or its designee.

       

      3. Vesting
Requirements.  The Shares subject to the Award shall
initially be unvested and shall vest only in accordance with the vesting
provisions of this Paragraph 3 or the special vesting acceleration provisions of
Paragraph 5. The actual number of Shares in which Participant shall vest under
this Paragraph 3 shall be determined pursuant to a two-step
process:(i) first there shall be calculated the maximum number
of Shares in which Participant can vest based upon the level at which the
Performance Goals specified on Schedule I to the Award Notice are actually
attained and (ii) then the number of the Performance Shares resulting from the
clause (i) calculation in which Participant shall actually vest shall be
determined on the basis of his or her completion of the applicable Service
vesting provisions set forth below.  Accordingly, the vesting of the
Shares shall be calculated as follows:

       

      (a)           Performance
Vesting:  Within sixty (60) days following the
completion of the Performance Period, the Plan Administrator shall determine the
applicable number of Performance Shares in accordance with the provisions of the
Award Notice and Schedule I attached thereto.

       

      (b)           Service
Vesting:  The Performance Shares so determined represent the
maximum number of Shares in which Participant can vest hereunder.  The
actual number of Shares in which Participant shall vest shall be determined as
follows:

       

      (i)           If Participant continues in Service through the
completion of the Performance Period, Participant shall vest in one third of the
Performance Shares.  If the Performance Period is coincident with the
calendar year, then the Shares underlying those particular Performance Shares
shall be issued to Participant during the period beginning with the first
business day of the succeeding calendar year and ending on March 15th of that
year. If the Performance Period is not coincident with the calendar year, then
the Shares underlying those particular Performance Shares shall be issued as
soon as administratively practicable following the completion date of that
Performance Period, but in no event later than the fifteenth (15th) day of the
third (3rd) calendar month following such completion date. The Participant shall
vest in the balance of the Performance Shares in two (2) successive equal annual
installments upon his or her completion of each year of Service over the
two-year period measured from the first anniversary of the start date of the
Performance Period. The Shares in which Participant vests on each such Service
vesting date shall be issued on that date or as soon as administratively
practicable thereafter, but in no event later than the fifteenth (15th)
day of the third (3rd) calendar month following such Service vesting date.


       

      (ii)           If Participant ceases Service prior to
the completion of the Performance Period by
reason of Early Retirement, Normal Retirement, death or Permanent Disability,
then Participant shall, upon the completion of such Performance Period, vest in
a portion of the Performance Shares determined by multiplying (x) the maximum
number of Performance Shares in which Participant would have vested, based on
the actual level of Performance Goal attainment for the Performance Period, had
Participant completed the three (3)-year Service vesting requirement set forth
in subparagraph (i) above by (y) a fraction, the numerator of which is the
number of months of actual Service completed by Participant in such Performance
Period (rounded to the closest whole month), and the denominator of which is
thirty-six (36) months.  If the Performance Period is coincident with
the calendar year, then the Shares underlying the Performance Shares in which
Participant vests in accordance with this subparagraph (ii) shall be issued to
Participant during the period beginning with the first business day of the
succeeding calendar year and ending on March 15th of that year. If the
Performance Period is not coincident with the calendar year, then the Shares
underlying those vested Performance Shares shall be issued as soon as
administratively practicable following the completion date of that Performance
Period, but in no event later than the fifteenth (15th) day of the third (3rd)
calendar month following such completion date.

       

      (iii)           If
Participant ceases Service on or
after the completion of the Performance Period by reason of Early
Retirement or Normal Retirement but prior to vesting in all the Performance
Shares that become subject to this Award on the basis of actual Performance Goal
attainment for the completed Performance Period, then Participant shall vest in
a portion of those unvested Performance Shares determined by multiplying (x) the
number of Performance Shares in which Participant would have vested at the end
of the one-year Service vesting period in which such cessation of Service occurs
had Participant continued in Service throughout that one-year period by (y) a
fraction, the numerator of which is the number of months of actual Service
completed by Participant during that particular one-year Service vesting period
(rounded to the closest whole month), and the denominator of which is twelve
(12) months. The Shares underlying the Performance Shares in which Participant
vests pursuant to this subparagraph (iii) shall be issued on the date of
Participant’s Separation of Service due to his or her Early Retirement or Normal
Retirement or as soon as administratively practicable thereafter but in no event
later than the fifteenth (15th) day of the third (3rd) calendar month following
the date of such Separation from Service.

       

      (iv)           If
Participant ceases Service on or
after the completion of the Performance Period by reason of death or
Permanent Disability but prior to vesting in all the Performance Shares that
become subject to this Award on the basis of actual Performance Goal attainment
for the completed Performance Period, then Participant shall immediately vest in
all those unvested Performance Shares, and the Shares underlying those
Performance Shares shall be issued on the date of Participant’s Separation of
Service due to his or her death or Permanent Disability or as soon as
administratively practicable thereafter but in no event later than the fifteenth
(15th) day of the third (3rd) calendar month following the date of such
Separation from Service.

       

       (v)           If Participant’s Service ceases for any other reason,
whether before or after the completion of the Performance Period but prior to
the completion of the Service vesting provisions of this Agreement, then
Participant shall cease to have any further right or entitlement to the unvested
Shares at the time subject to this Award and shall not vest in those unvested
Shares.

       

                             Schedule
I attached to this Agreement sets forth examples illustrating the calculation of
the number of Shares in which the Participant may vest based upon hypothetical
levels of Performance Goal attainment and service vesting
requirements.

       

      4. Stockholder Rights and
Dividend Equivalents

       

      (a) The holder
of this Award shall not have any stockholder rights, including voting, dividend
or liquidation rights, with respect to the Shares subject to the Award until
Participant becomes the record holder of those Shares upon their actual issuance
following the Corporation’s collection of the applicable Withholding
Taxes.

       

      (b) Notwithstanding
the foregoing, should any dividend or other distribution payable other than in
shares of Common Stock, whether regular or extraordinary, be declared and paid
on the Corporation’s outstanding Common Stock in one or more calendar years
during which Shares remain subject to this Award (i.e., those Shares are not
otherwise issued and outstanding for purposes of entitlement to the dividend or
distribution), then a special book account shall be established for Participant
and credited with a phantom dividend equivalent.  For any dividend or
distribution payable prior to the completion of the Performance Period, such
phantom dividend shall be equivalent to the actual dividend or distribution
which would have been paid on the number of Shares issuable under this Award at
Target Level Attainment had that number of Shares been issued and outstanding
and entitled to that dividend or distribution. For dividends or distribution
payable on or after the completion of the Performance Period, such phantom
dividend shall be equivalent to the actual dividend or distribution which would
have been paid on the number of Shares at the time subject to this Award based
on actual Performance Goal attainment, had that number of Shares been issued and
outstanding and entitled to that dividend or distribution. The phantom dividend
equivalents credited to the Participant’s book account during a particular
calendar year shall be distributed to Participant (in cash or such other form as
the Plan Administrator may deem appropriate in its sole discretion) in one or
more installments completed prior to the last day of that calendar year.
However, each such distribution shall be subject to the Corporation’s collection
of the Withholding Taxes applicable to that distribution.

       

      5. Change in
Control Prior to Completion of Performance Period.  The following provisions shall apply only to
the extent a Change in Control is consummated prior
tothe completion of the applicable
Performance Period and shall have no force or effect in the event the closing of
the Change in Control occurs on or after the completion of such Performance
Period.

       

      (a) This Award
may be assumed by the successor entity or otherwise continued in full force and
effect or may be replaced with a cash retention account established
by  the successor entity.  In such event, the following
provisions shall be in effect:

       

      (i) The
Performance Vesting requirements of this Agreement shall terminate, and the
assumption or continuation of this Award shall be effected in accordance with
Paragraph 5(b) below on the basis of the number of Shares that would have been
issuable under this Award had there been Target Level Attainment of each of the
Performance Goals. The Service vesting requirements of Paragraph 3(b) shall
continue in effect with respect to the assumed or continued Award.

       

      (ii) If
Participant ceases Service prior to the completion of the Performance Period by
reason of Early Retirement, Normal Retirement, death or Disability, then
Participant shall, upon the closing of the Change in Control or (if later) such
cessation of Service, vest in that number of Shares determined by multiplying
(x) the number of Performance Shares which would have resulted had the
Corporation achieved each applicable Performance Goal at Target Level Attainment
and Participant completed the three (3)-year Service vesting requirement of
Paragraph 3 by (y) a fraction, the numerator of
which is the number of months of actual Service completed by Participant in such
Performance Period (rounded to the closest whole month), and the denominator of
which is thirty-six (36) months.  The Shares in which Participant so
vests shall be issued to Participant on the date the Shares would have
otherwise been issued pursuant to the provisions of Paragraph 3(b)(ii) in the
absence of such Change in Control or, should such cessation of Service occur
after the closing of the Change in Control, on the date of Participant’s
Separation from Service due to such cessation of Service.

       

      (iii) Any cash
retention account established in replacement of this Award shall initially be
credited with the fair market value (at the effective time of the Change in
Control) of the number of Shares that would have been issuable under this Award
had there been Target Level Attainment of each of the Performance Goals, and
interest shall accrue on the outstanding balance of such account, for the period
commencing with the closing date of the Change in Control and continuing through
the date of the final payment of the account, including any deferred payment
date under Paragraph 10, at a variable per annum rate, compounded semi-annually,
equal to the prime rate of interest as in effect from time to time during such
period, as determined on the basis of the prime rate quotations published in
The Wall
Street Journal. The cash retention account shall vest and be paid out in
accordance with the Service vesting and issuance provisions of Paragraph 3(b) or
(to the extent applicable) in accordance with the provisions of Paragraph
5(a)(ii) above, and the Participant’s interest in the account shall at all times
be that of a general, unsecured creditor.

       

      (iv) In the
event of such assumption or continuation of this Award or such replacement of
the Award with a cash retention account, no accelerated vesting of the
restricted stock units subject to this Award or the underlying Shares shall
occur at the time of the Change in Control, and the Service-vesting provisions
of Paragraph 3(b) shall continue in full force and effect.

       

      (b) In the
event this Award is assumed or otherwise continued in effect in connection with
such Change in Control, the securities subject to the Award shall be adjusted
immediately after the consummation of that Change in Control so as to apply to
the number and class of securities into which the number of Shares issuable
under this Award at Target Level Attainment of each Performance Goal would have
been converted in consummation of that Change in Control had that number of
Shares actually been issued and outstanding at that time. To the extent the
actual holders of the outstanding Common Stock receive cash consideration for
their Common Stock in consummation of the Change in Control, the successor
corporation (or parent entity) may, in connection with the assumption or
continuation of the restricted stock units subject to the Award at that time,
but subject to the Plan Administrator’s approval, substitute one or more shares
of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in the Change in Control
transaction, provided such common stock is readily tradable on an established
U.S. securities exchange or market.

       

      (c) Upon
Participant’s Separation from Service due to an Involuntary Termination
occurring within twenty-four (24) months after a Change in Control in which this
Award is assumed or continued in effect but prior to the completion of the
Performance Period, Participant shall immediately vest in that number of Shares
equal to the Performance Shares which would have resulted had the Corporation
achieved each applicable Performance Goal at Target Level Attainment and
Participant completed the three (3)-year Service vesting
requirement of Paragraph 3, and that number of Shares shall be issued to
Participant on the date of such Separation from Service or as soon as
administratively practicable thereafter but in no
event later than the fifteenth (15th) day of the third (3rd)
calendar month following the date of such Separation from Service. Should this
Award be replaced with a cash retention account in accordance with Paragraph
5(a), then that account shall vest upon Participant’s Separation from Service
due to the Involuntary Termination, provided and only if such
Involuntary Termination occurs prior to the completion of the Performance
Period.  The distribution of such vested balance, together with all
accrued interest thereon through the actual payment date, shall be made to
Participant on the date of such Separation from Service or as soon as
administratively practicable thereafter but in no event later than the fifteenth
(15th) day of the third (3rd) calendar month following the date of such
Separation from Service. Except for the number of Shares and the cash retention
balance distributed in accordance with the foregoing provisions of this
Paragraph 5(c), Participant shall have no further right or entitlement to any
additional Shares or other cash amounts hereunder upon such Separation from
Service. Should Participant’s Involuntary Termination occur after the completion
of the Performance Period, Participant’s rights and entitlement hereunder shall
be governed solely by the provisions of Paragraph 6.

       

      (d) If the
Award is not assumed by the successor entity or otherwise continued in effect or
replaced with a cash retention account in accordance with Paragraph 5(a), then
the following provisions shall apply in the event the Change in Control is
effected prior to
the completion of the Performance Period:

       

      (i) If
Participant continues in Service through the effective date of the Change in
Control, then Participant shall, upon the closing of such Change in Control,
vest in that number of Shares equal to the Performance Shares which would have
resulted had the Corporation achieved each applicable Performance Goal at Target
Level Attainment and Participant completed the three (3)-year Service vesting
requirement of Paragraph 3.  The Shares in which Participant so vests
shall be converted into the right to receive the same consideration per share of
Common Stock payable to the other stockholders of the Corporation in
consummation of the Change in Control. Such consideration per Share shall be
distributed to Participant on the earliest
to occur of (x) the date the Share would have otherwise been issued
pursuant to the Service vesting and issuance provisions set forth in Paragraph 3
in the absence of such Change in Control, (y) the date of Participant’s
Separation from Service or (z) the first date following a Qualifying Change in
Control transaction on which the distribution can be made without contravention
of any applicable provisions of Code Section 409A or as soon as administratively
practicable following the applicable date, but in no event later than the
fifteenth (15th) day of the third (3rd) calendar month following that
date.

       

      (ii) To the
extent the consideration payable per share of Common Stock in the Change in
Control is in the form of cash, a fully-vested cash retention account shall be
established by the successor entity at the time of such Change in
Control.  Such account shall be credited with the amount of the cash
consideration payable for the Shares, and interest shall accrue on the
outstanding balance of that account, for the period commencing with the closing
date of the Change in Control and continuing through the date of the final
payment of the account, including any deferred payment date under Paragraph 10,
at a variable per annum rate, compounded semi-annually, equal to the prime rate
of interest as in effect from time to time during such period, as determined on
the basis of the prime rate quotations published in The Wall Street
Journal. The cash retention account, together with all accrued interest
thereon through the actual payment date, shall be distributed in accordance with
the foregoing distribution provisions of this Paragraph 6(d)(i), and the
Participant’s interest in the account shall at all times be that of a general,
unsecured creditor.

       

      (iii) If
Participant ceases Service prior to the effective date of the Change in Control
by reason of Early Retirement, Normal Retirement, death or Disability then
Participant shall, upon the closing of such Change in Control, vest in that
number of Shares determined by multiplying (x) the number of Performance Shares
which would have resulted had the Corporation achieved each applicable
Performance Goal at Target Level Attainment and Participant completed the three
(3)-year Service vesting requirement of Paragraph 3 by (y) a fraction,the numerator of which is the number of months of actual
Service completed by Participant in such Performance Period (rounded to the
closest whole month), and the denominator of which is thirty-six (36) months.
The Shares in which Participant so vests shall be  converted
into the right to receive the same consideration per share of Common Stock
payable to the other stockholders of the Corporation in consummation of the
Change in Control. Such consideration per Share shall be distributed to
Participant on the earlier of
(A) the date the Shares would have otherwise been issued pursuant to the
provisions of Paragraph 3(b)(ii) in the absence of such Change in Control or (B)
the first date following a Qualifying Change in Control transaction on which the
distribution can be made without contravention of any applicable provisions of
Code Section 409A.

       

      (iv) Except for
the amount of consideration so calculated, Participant shall have no further
right or entitlement to any additional Shares or consideration under this
Award.

       

      6. Change in
Control On or After Completion of Performance Period.  The following provisions shall apply only to the
extent a Change in Control is consummated on or
afterthe completion of the applicable
Performance Period and shall have no force or effect in the event the closing of
the Change in Control occurs prior to the completion of such Performance
Period.

       

      (a) This Award
may be assumed by the successor entity or otherwise continued in full force and
effect or may be replaced with a cash retention account established
by  the successor entity.  Any such assumption or
continuation of this Award shall be effected in accordance with Paragraph 6(b)
below. Any cash retention account established in replacement of this Award shall
initially be credited with the fair market value (at the effective time of the
Change in Control) of the Performance Shares subject to the Award at that time
on the basis of actual Performance Goal attainment, and interest shall accrue on
the outstanding balance of such account, for the period commencing with the
closing date of the Change in Control and continuing through the date of the
final payment of the account, including any deferred payment date under
Paragraph 10, at a variable per annum rate, compounded semi-annually, equal to
the prime rate of interest as in effect from time to time during such period, as
determined on the basis of the prime rate quotations published in The Wall Street
Journal. The cash retention account shall vest and be paid out in
accordance with the Service vesting requirements of Paragraph 3(b), and the
Participant’s interest in the account shall at all times be that of a general,
unsecured creditor. In the event of such assumption or continuation of this
Award or such replacement of the Award with a cash retention account, no
accelerated vesting of the restricted stock units subject to this Award or the
underlying Shares shall occur at the time of the Change in Control, and the
Service-vesting provisions of Paragraph 3 shall continue in full force and
effect.

       

      (b) In the
event this Award is assumed or otherwise continued in effect in connection with
the Change in Control, the securities subject to the Award shall be adjusted
immediately after the consummation of that Change in Control so as to apply to
the number and class of securities into which the Shares at the time subject to
this Award would have been converted in consummation of that Change in Control
had those Shares actually been issued and outstanding at that
time.  To the extent the actual holders of the outstanding Common
Stock receive cash consideration for their Common Stock in consummation of the
Change in Control,  the successor corporation (or parent entity) may,
in connection with the assumption or continuation of the restricted stock units
subject to the Award at that time, but subject to the Plan Administrator’s
approval, substitute one or more shares of its own common stock with a fair
market value equivalent to the cash consideration paid per share of Common Stock
in the Change in Control transaction, provided such common stock is readily
tradable on an established U.S. securities exchange or market.

       

      (c) Upon
Participant’s Separation from Service due to an Involuntary Termination
occurring after the completion of the Performance Period but within
twenty-four  (24) months following the Change in Control in which this
Award is assumed or otherwise continued in effect, Participant shall immediately
vest in all the Performance Shares subject to the Award at that time on the
basis of actual Performance Goal attainment for such Performance Period. The
Shares underlying those vested Performance Shares shall be issued to Participant
on the date of such Separation from Service or as soon as administratively
practicable thereafter but
in no event later than the fifteenth (15th) day of the third (3rd)
calendar month following the date of such Separation from Service. Should this
Award be replaced with a cash retention account in accordance with Paragraph
6(a), then the balance credited to that account at the time of such Involuntary
Termination shall vest upon his or her Separation from Service due to
such  Involuntary Termination, provided and only if such
Involuntary Termination occurs within twenty-four (24) months following the
Change in Control. The distribution of such vested balance, together with all
accrued interest thereon through the actual payment date, shall be made to
Participant on the date of such Separation from Service or as soon as
administratively practicable thereafter but in no event later than the fifteenth
(15th) day of the third (3rd) calendar month following the date of such
Separation from Service.

       

      (d) If the
Award is not assumed by the successor entity or otherwise continued in effect or
replaced with a cash retention program in accordance with Paragraph 6(a), then
the following provisions shall apply in the event the Change in Control is
effected on
or after the completion of the Performance Period:

       

      (i) If
Participant continues in Service through the effective date of the Change in
Control, then Participant shall, upon the closing of such Change in Control,
vest in all the Shares at the time subject to this Award on the basis of actual
Performance Goal attainment.

       

      (ii) The Shares
in which Participant so vests shall be converted into the right to receive the
same consideration per share of Common Stock payable to the other stockholders
of the Corporation in consummation of the Change in Control. Such consideration
per Share shall be distributed to Participant on the earliest
to occur of (x) the date the Share would have otherwise  been
issued pursuant to the Service vesting and issuance provisions set forth in
Paragraph 3 in the absence of such Change in Control, (y) the date of
Participant’s Separation from Service or (z) the first date following a
Qualifying Change in Control transaction on which the distribution can be made
without contravention of any applicable provisions of Code Section 409A or as
soon as administratively practicable following the applicable date, but in no
event later than the fifteenth (15th) day of the third (3rd) calendar month
following that date.

       

      (iii) To the
extent the consideration payable per share of Common Stock in the Change in
Control is in the form of cash, a fully-vested cash retention account shall be
established by  the successor entity at the time of such Change in
Control.  Such account shall be credited with  the amount of
the cash consideration payable for the Shares that are at the time subject to
this Award on the basis of actual Performance Goal attainment, and interest
shall accrue on the outstanding balance of that account, for the period
commencing with the closing date of the Change in Control and continuing through
the date of the final payment of the account, including any deferred payment
date under Paragraph 10, at a variable per annum rate, compounded semi-annually,
equal to the prime rate of interest as in effect from time to time during such
period, as determined on the basis of the prime rate quotations published in
The Wall
Street Journal. The cash retention account, together with all accrued
interest thereon through the actual payment date, shall be distributed in
accordance with the distribution provisions of subparagraph (ii) of this
Paragraph 6(d), and the Participant’s interest in the account shall at all times
be that of a general, unsecured creditor.

       

      7. Change in
Control Benefits Agreement.  Notwithstanding anything to the contrary in
this Agreement, if Participant is, at the time of a change in control or
ownership of the Corporation (whether or not that transaction constitutes a
Change in Control hereunder), a party to a Change in Control Benefits Agreement
with the Corporation, then the provisions of that agreement shall, to the extent
applicable to this Award, govern Participant’s rights and benefits with respect
to the restricted stock units and underlying Shares subject to this Agreement,
and in the event of any conflict between the provisions of that Change in
Control Benefits Agreement and this Agreement, the provisions of the Change in
Control Benefits Agreement shall be controlling; provided,
however,that in the event there is any
conflict between the issuance or distribution provisions of this Agreement and
the issuance or distribution provisions of the Change in Control Benefits
Agreement, the issuance and distribution provisions of this Agreement shall be
controlling.

       

      8. Adjustment
in Shares.  Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares, spin-off transaction, extraordinary dividend or
distribution or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should the value of
outstanding shares of Common Stock be substantially reduced as a result of a
spin-off transaction or an extraordinary dividend or distribution, or should
there occur any merger, consolidation or other reorganization, then equitable
adjustments shall be made by the Plan Administrator to the total number and/or
class of securities issuable pursuant to this Award in order to reflect such
change and thereby prevent a dilution or enlargement of benefits hereunder. In
making such equitable adjustments, the Plan Administrator shall take into
account any amounts credited to Participant’s book account under Paragraph 4(b)
in connection with the transaction, and the determination of the Plan
Administrator shall be final, binding and conclusive.  In the event of
any Change in Control transaction, the adjustment provisions of Paragraph 5(b)
or 6(b), as applicable, shall be controlling.

       

      9. Issuance
of Vested Shares and Applicable Withholding Taxes.

       

      (a) Any Shares
to be issued to Participant in accordance with the foregoing provisions of this
Agreement shall be in the form of a book entry evidencing ownership of those
Shares. Actual certificates for the vested Shares evidenced by book entry
ownership shall be promptly delivered upon the request of Participant or any
other person having an interest at the time in those Shares.

       

      (b) The
Corporation shall collect the Withholding Taxes with respect to each non-Share
distribution by withholding a portion of that distribution equal to the amount
of the applicable Withholding Taxes, with the cash portion of the distribution
to be the first portion so withheld.

       

      (c) Unless
Participant (i) otherwise makes satisfactory arrangements with the Corporation’s
Human Resources Department, on or before the expiration of the designated
notification period preceding the applicable issuance date of the Shares, to pay
the applicable Withholding Taxes through the delivery of  a check
payable to the Corporation in the amount of such Withholding Taxes and (ii) in
fact delivers such check to the Corporation not later than that issuance date,
the Corporation shall collect the Withholding Taxes applicable to the Share
issuance through the following automatic share withholding method:

       

      -           On
the applicable issuance date, the Corporation shall with­hold, from the
vested Shares otherwise issuable to Participant at that time, a portion of those
Shares with a Fair Market Value (measured as of the issuance date) equal to the
applicable Withholding Taxes; provided, however,
that the number of  Shares which the Corporation shall be required to
so withhold shall not exceed in Fair Market Value the amount necessary to
satisfy the Corporation’s required tax withholding obligations using the minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes, that are applicable to supplemental taxable income.

       

      (d) Except as
otherwise provided in Paragraph 5 or this Paragraph 9, the settlement of all
restricted stock units which vest under the Award shall be made solely in shares
of Common Stock.  In no event, however, shall any fractional shares be
issued.  Accordingly, the total number of shares of Common Stock to be
issued at the time the Award vests shall, to the extent necessary, be rounded
down to the next whole share in order to avoid the issuance of a fractional
share.

       

      10. Deferred
Issue Date.  Notwithstanding any
provision to the contrary in this Agreement, to the extent this Award may be
deemed to create a deferred compensation arrangement under Code Section 409A,
then the following limitation shall apply:

       

      -           No
Shares or other amounts which become issuable or distributable under this
Agreement upon Participant’s Separation from Service shall actually be issued or
distributed to Participant prior to the earlier of
(i) the first (1st) day of the seventh (7th) month following the date of such
Separation from Service or (ii) the date of Participant’s death, if Participant
is deemed at the time of such Separation from Service to be a specified employee
under Section 1.409A-1(i) of the Treasury Regulations issued under Code Section
409A, as determined by the Plan Administrator in accordance with consistent and
uniform standards applied to all other Code Section 409A arrangements of the
Corporation, and such delayed commencement is otherwise required in order to
avoid a prohibited distribution under Code Section 409A(a)(2).  The
deferred Shares or other distributable amount shall be issued or distributed in
a lump sum on the first (1st) day of the seventh (7th) month following the date
of Participant’s Separation from Service or, if earlier, the first day of the
month immediately following the date the Corporation receives proof of
Participant’s death.

       

      11. Compliance
with Laws and Regulations.  The issuance of shares of Common
Stock pursuant to the Award shall be subject to compliance by the Corporation
and Participant with all applicable requirements of law relating thereto and
with all applicable regulations of any Stock Exchange on which the Common Stock
may be listed for trading at the time of such issuance.

       

      12. Notices.  Any
notice required to be given or delivered to the Corporation under the terms of
this Agreement shall be in writing and addressed to the Corporation at its
principal corporate offices.  Any notice required to be given or
delivered to Participant shall be in writing and addressed to Participant at the
address indicated below Participant’s signature line on the Award
Notice.  All notices shall be deemed effective upon personal delivery
or upon deposit in the U.S. mail, postage prepaid and properly addressed to the
party to be notified.

       

      13. Successors
and Assigns.  Except to the extent otherwise provided in this
Agreement, the provisions of this Agreement shall inure to the benefit of, and
be binding upon, the Corporation and its successors and assigns and Participant,
Participant’s assigns, the legal representatives, heirs and legatees of
Participant’s estate and any beneficiaries of the Award designated by
Participant.

       

      14. Construction.

       

      (a) This
Agreement and the Award evidenced hereby are made and granted pursuant to the
Plan and are in all respects limited by and subject to the terms of the Plan and
any applicable Change in Control Benefits Agreement.  All decisions of
the Plan Administrator with respect to any question or issue arising under the
Plan or this Agreement shall be conclusive and binding on all persons having an
interest in the Award.

       

      (b) This
Agreement shall not in any way affect the right of the Corporation to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

       

      15. Governing
Law.  The interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of Hawaii without resort to
that State’s conflict-of-laws rules.

       


      
         

        
           


          
            

          

        

         

      


      APPENDIX
A

       

      


       

      DEFINITIONS

       

      The
following definitions shall be in effect under the Agreement:

       

      A. Agreement
shall mean this Restricted Stock Unit Award Agreement.

       

      B. Award
shall mean the award of restricted stock units made to Participant pursuant to
the terms of this Agreement.

       

      C. Award
Date shall mean the date the restricted stock units are awarded to
Participant pursuant to the Agreement and shall be the date specified in
Paragraph 1 of the Award Notice.

       

      D. Award
Notice shall mean the Notice of Award of Performance-Based Restricted
Stock Units delivered to Participant in which there is set forth the basic terms
of the restricted stock units subject to this Agreement.

       

      E. Board
shall mean the Corporation’s Board of Directors.

       

      F. Cause
shall mean the commission of any act of fraud, embezzlement or dishonesty by
Participant, any unauthorized use or disclosure by Participant of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary),
or any other intentional misconduct by Participant adversely affecting the
business or affairs of the Corporation (or any Parent or Subsidiary) in a
material manner; provided,
however, that in the event Participant is, at the time the Corporation
(or any Parent or Subsidiary) purports to terminate Participant’s Employee
status for Cause, a party to a Change in Control Benefits Agreement applicable
to the Award, the term Cause shall have the meaning
ascribed to that term in such Change in Control Benefits
Agreement.  The foregoing definition shall not in any way preclude or
restrict the right of the Corporation (or any Parent or Subsidiary) to discharge
or dismiss Participant or any other person in the Service of the Corporation (or
any Parent or Subsidiary) for any other acts or omissions, but such other acts
or omissions shall not be deemed, for purposes of the Plan and this Agreement,
to constitute grounds for termination for Cause.

       

      G. Change in
Control shall mean a change of ownership or control of the Corporation
effected through any of the following transactions:

       

      (i) a merger,
consolidation or other reorganization approved by the Corporation’s
stockholders, unless securities
representing more than fifty percent (50%) of the total combined voting power of
the voting securities of the successor corporation are immediately thereafter
beneficially owned, directly or indirectly and in substantially the same
proportion, by the persons who beneficially owned the Corporation’s outstanding
voting securities immediately prior to such transaction,

       

      (ii) a sale,
transfer or other disposition of all or substantially all of the Corporation’s
assets,

       

      (iii) the
closing of any transaction or series of related transactions pursuant to which
any person or any group of persons comprising a “group” within the meaning of
Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction or series of related transactions, directly or
indirectly controls, is controlled by or is under common control with, the
Corporation) becomes directly or indirectly (whether as a result of a single
acquisition or by reason of one or more acquisitions within the twelve
(12)-month period ending with the most recent acquisition) the beneficial owner
(within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or
convertible into or exercisable for securities possessing) thirty-five percent
(35%) or more of the total combined voting power of the Corporation’s securities
(as measured in terms of the power to vote with respect to the election of Board
members) outstanding immediately after the consummation of such transaction or
series of related transactions, whether such transaction involves a direct
issuance from the Corporation or the acquisition of outstanding securities held
by one or more of the Corporation’s existing stockholders, or

       

      (iv) a change
in the composition of the Board over a period of twelve (12) consecutive months
or less such that a majority of the Board members ceases, by reason of one or
more contested elections for Board membership, to be comprised of individuals
who either (A) have been Board members continuously since the beginning of such
period or (B) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (A) who were still in office at the time the Board approved such election
or nomination;

       

      provided,
however, that in the event Participant is a party to a Change in Control
Benefits Agreement applicable to the Award, the term Change in Control shall have
the meaning ascribed to that term in such Change in Control Benefits
Agreement.

       

      H. Change in
Control Benefits Agreement shall mean any separate agreement between Participant
and the Corporation which provides Participant with special vesting acceleration
and/or other special benefits with respect to one or more awards of restricted
stock units made to Participant for shares of Common Stock, including (to the
extent applicable) the restricted stock units evidenced by this Agreement, in
the event of a change in control or ownership of the Corporation (whether or not
constituting a Change in Control hereunder).

       

      I. Code
shall mean the Internal Revenue Code of 1986, as amended.

       

      J. Common
Stock shall mean shares of the Corporation’s common stock.

       

      K. Corporation
shall mean Alexander & Baldwin, Inc., a Hawaii corporation, and any
successor corporation to all or substantially all of the assets or voting stock
of Alexander & Baldwin, Inc. which shall by appropriate action adopt the
Plan.

       

      L. Early
Retirement shall mean Participant’s cessation of Service on or
after the attainment of age fifty-five (55) and the completion of at least five
(5) years of Service.

       

      M. Employee
shall mean an individual who is in the employ of the Corporation (or any Parent
or Subsidiary), subject to the control and direction of the employer entity as
to both the work to be performed and the manner and method of
performance.

       

      N. Extraordinary
Level Attainment shall mean the Corporation’s achievement of each
Performance Goal set forth in Schedule I to the Award Notice at the
level  designated as Extraordinary Level attainment for that
goal.

       

      O. Fair
Market Value per share of Common Stock on any relevant date shall be the
closing selling price per share of Common Stock at the close of regular hours
trading (i.e., before after-hours trading beings) on date in question on the
Stock Exchange serving as the primary market for the Common Stock, as such price
is reported by the National Association of Securities Dealers (if primarily
traded on the Nasdaq Global Select Market) or as officially quoted in the
composite tape of transactions on any other Stock Exchange on which the Common
Stock is then primarily traded.  If there is no closing selling price
for the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such quotation
exists.

       

      P. Good
Reason shall mean the occurrence of any of the following
events effected without Participant’s consent: (A) a change in Participant’s
position with the Corporation (or any Parent or Subsidiary employing
Participant) which materially reduces Participant’s duties and responsibilities
or the level of management to which Participant reports, (B) a relocation of
Participant’s principal place of employment by more than fifty (50) miles, (C) a
reduction in Participant’s level of compensation, as measured in terms of base
salary, fringe benefits, target annual incentive payment, by more than ten
percent (10%) or (D) the failure by the Corporation to continue in effect any
stock option or other equity-based plan in which Participant is participating,
or in which Participant is entitled to participate, immediately prior to a
change in control of the Corporation, unless an equitable arrangement (embodied
in an ongoing substitute or alternative plan) has been made with respect to such
plan; or the failure by the Corporation to continue Participant’s participation
therein (or in such substitute or alternative plan) on a substantially
equivalent basis, both in terms of the amount or timing of payment of benefits
provided and the level of Participant’s participation relative to other
participants, as existed immediately prior to the change in control of the
Corporation.

       

      However,
in the event Participant is at the time of his or her cessation of Employee
status a party to a Change in Control Benefits Agreement applicable to the Award
evidenced by this Agreement, the term Good Reason shall have the
meaning ascribed to that term in such Change in Control Benefits
Agreement.

       

      Q. Involuntary
Termination shall mean the Participant’s Separation from Service by
reason of:

       

      (i)           Participant’s
involuntary dismissal or discharge by the Corporation for reasons other than for
Cause, or

       

      (ii)           Participant’s
voluntary resignation for Good Reason.

       

      R. 1934
Act shall mean the Securities Exchange Act of 1934, as
amended from time to time.

       

      S. Normal Retirement shall mean shall mean the cessation of Service by reason
of retirement at or after the attainment of age sixty-five
(65).

       

      T. Participant
shall mean the person to whom the Award is made pursuant to the
Agreement.

       

      U. Parent
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the
unbroken chain (other than the Corporation) owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      V. Performance Goals shall mean the performance goals specified on Schedule I
of the Award Notice.

       

      W. Performance
Period shall mean the period specified on Schedule I of the
Award Notice over which the attainment of the Performance Goals is to be
measured.

       

      X. Performance Shares shall mean the maximum number of Shares in which
Participant can vest based on the level at which the Performance Goals for the
Performance Period are attained and shall be calculated in accordance with the
provisions of the Award Notice.  In no event shall the number of such
Performance Shares exceed two hundred percent (200%) of the designated number of
Shares set forth in the Number of Shares Subject to Award section of the Award
Notice.

       

      Y. Permanent
Disability shall mean the inability of Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment expected to result in death or to be of continuous duration of
twelve (12) months or more.

       

      Z. Plan
shall mean the Corporation’s 2007 Incentive Compensation Plan.

       

      AA. Plan
Administrator shall mean either the Board or a committee of the Board
acting in its capacity as administrator of the Plan.

       

      BB. Qualifying
Change in Control shall mean a “change in control event,” as determined
in accordance with  Section 1.409A-3(i)((5) of the Treasury
Regulations

       

      CC. Separation
from Service shall mean the Participant’s cessation of Employee status by
reason of his or her death, retirement or termination of
employment.  The Participant shall be deemed to have terminated
employment for such purpose at such time as the level of his or her bona fide
services to be performed as an Employee (or as a consultant or independent
contractor) permanently decreases to a level that is less than fifty percent
(50%) of the average level of services he or she rendered as an Employee during
the immediately preceding thirty-six (36) months of employment (or such shorter
period for which he or she may have rendered such services).  Solely
for purposes of determining when a Separation from Service occurs, Participant
will be deemed to continue in “Employee” status for so long as he or she remains
in the employ of one or more members of the Employer Group, subject to the
control and direction of the employer entity as to both the work to be performed
and the manner and method of performance. “Employer Group” means the Corporation
and any Parent or Subsidiary and any other corporation or business controlled
by, controlling or under common control with, the Corporation, as determined in
accordance with Sections 414(b) and (c) of the Code and the Treasury Regulations
thereunder, except that in applying Sections 1563(1), (2) and (3) of the Code
for purposes of determining the controlled group of corporations under Section
414(b), the phrase “at least 50 percent” shall be used instead of “at least 80
percent” each place the latter phrase appears in such sections and in applying
Section 1.414(c)-2 of the Treasury Regulations for purposes of determining
trades or businesses that are under common control for purposes of Section
414(c), the phrase “at least 50 percent” shall be used instead of “at least 80
percent” each place the latter phrase appears in Section  1.4.14(c)-2
of the Treasury Regulations.  Any such determination as to Separation
from Service, however, shall be made in accordance with the applicable standards
of the Treasury Regulations issued under Section 409A of the Code.

       

      DD. Service
shall mean Participant’s performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an Employee, a non-employee member of
the board of directors or a consultant or independent advisor. For purposes of
this Agreement, Participant shall be deemed to cease Service immediately upon
the occurrence of the either of the following events: (i) Participant no longer
performs services in any of the foregoing capacities for the Corporation (or any
Parent or Subsidiary) or (ii) the entity for which Participant performs such
services ceases to remain a Parent or Subsidiary of the Corporation, even though
Participant may subsequently continue to perform services for that entity.
Service as an Employee shall not be deemed to cease during a period of military
leave, sick leave or other personal leave approved by the Corporation; provided,
however, that the following special provisions shall be in effect for any
such leave:

       

      (i) Should the
period of such leave (other than a disability leave) exceed six (6) months, then
Participant shall be deemed to cease Service and to incur a Separation from
Service upon the expiration of the initial six (6)-month period of that leave,
unless Participant retains a right to re-employment under applicable law or by
contract with the Corporation (or any Parent or Subsidiary).

       

      (ii) Should the
period of a disability leave exceed twenty-nine (29) months, then Participant
shall be deemed to cease Service and to incur a Separation from Service upon the
expiration of the initial twenty-nine (29)-month period of that leave, unless
Participant retains a right to re-employment under applicable law or by contract
with the Corporation (or any Parent or Subsidiary).   For such
purpose, a disability leave shall be a leave of absence due to any medically
determinable physical or mental impairment that can be expected to result in
death or to last for a continuous period of not less than six (6) months
and  causes Participant to be unable to perform the duties of his or
her position of employment with the Corporation (or any Parent or Subsidiary) or
any substantially similar position of employment.

       

      (iii) Except to
the extent otherwise required by law or expressly authorized by the Plan
Administrator or by the Corporation’s written policy on leaves of absence, no
Service credit shall be given for vesting purposes for any period Participant is
on a leave of absence.

       

      EE. Shares shall mean the shares of Common Stock which may vest and
become issuable under the Award pursuant to the terms of this Agreement and the
Award Notice.

       

      FF. Stock
Exchange shall mean the American Stock Exchange, the Nasdaq Global or
Global Select Market or the New York Stock Exchange.

       

      GG. Subsidiary
shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other
than the last corporation) in the unbroken chain owns, at the time of the
determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.

       

      HH. Target
Level Attainment shall mean the Corporation’s achievement of each
Performance Goal set forth in Schedule I to the Award Notice at the level
designated as Target Level attainment for that goal.

       

      II. Withholding
Taxes shall mean the federal, state and local income taxes and the
employee portion of the federal, state and local employment taxes required to be
withheld by the Corporation in connection with the vesting and issuance of the
shares of Common Stock which vest under the Award and any phantom dividend
equivalents distributed with respect to those shares.

       


      
         

        
           


          
            

          

        

         

      


      SCHEDULE
I

       

      ILLUSTRATION
OF VESTING CALCULATIONS

       

      The
following examples are for illustration purposes only:

       

      1. 
Participant
receives an Award for 3,000 Shares at Target Level and Participant continues in
Service until the expiration of the requisite three (3)-year Service vesting
period. If each of the Performance Goals is attained at the Target Level,
Participant shall vest in 1,000 Shares following the completion of the
Performance Period and shall vest in the remaining 2,000 shares in two
successive equal annual installments upon his or her completion of each of the
two remaining years in the Service vesting period.  If each of the
Performance Goals is attained at the Extraordinary Level, Participant shall vest
in an additional 1,000 Shares for a total of 2,000 Shares following the
completion of the Performance Period and shall vest in the remaining 4,000
shares in two successive equal annual installments upon his or her completion of
each of the two remaining years in the Service vesting period.

       

      2. 
Participant
receives an Award for 3,000 Shares at Target Level and Participant ceases
Service due to Permanent Disability halfway through the Performance
Period.  If each of the Performance Goals is attained at the Target
Level, Participant shall vest in 500 of the Shares.   On the
other hand, if each of the Performance Goals is attained at the Extraordinary
Level, Participant shall vest in an additional 500 Shares for a total of 1,000
Shares. If Participant ceases Service due to Permanent Disability after
completing 18 months of Service since the start of the Performance Period, then
he or she would vest in all 3,000 Shares at Target Level Attainment and all
6,000 Shares at Extraordinary Level Attainment.

       

      3. 
Participant
receives an Award for 3,000 Shares at Target Level and Participant continues in
Service through the completion of the three (3)-year Service vesting
period.  If each of the Performance Goals is attained at a point
halfway between the Threshold and Target Levels, Participant would vest in 750
of the Shares following the completion of the Performance Period and would vest
in the remaining 1,500 shares in two successive equal annual installments upon
his or her completion of each of the two remaining years in the Service vesting
period.  On the other hand, if each of the Performance Goals is
attained at a point halfway between the Target and Extraordinary Levels,
Participant would vest in 1,500 of the Shares following the completion of the
Performance Period and would vest in the remaining 3,000 shares in two
successive equal annual installments upon his or her completion of each of the
two remaining years in the Service vesting period.

       

      4. 
Participant
receives an Award for 3,000 Shares at Target Level and Participant ceases
Service due to Permanent Disability halfway through the Performance
Period.  If each of the Performance Goals is attained at a point
halfway between the Threshold and Target Levels, Participant would vest in 375
of the Shares following the completion of the Performance Period. On the other
hand, if each of the Performance Goals is attained at a point halfway between
the Target and Extraordinary Levels, Participant would vest in 750 of the Shares
following the completion of the Performance Period.