exh-notice.htm


    


    ALEXANDER
& BALDWIN, INC.

    NOTICE OF AWARD OF
PERFORMANCE-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
vesting date of that unit.  The number of shares of Common Stock
subject to the awarded restricted stock units and the applicable performance
vesting requirements for those units and the underlying shares are set forth
below. The remaining terms and conditions governing the Award, including the
applicable service vesting requirements, shall be as set forth in the form
Performance-Based Restricted Stock Unit Award Agreement for Awards with combined
performance and service vesting requirements.

    


    AWARD
SUMMARY

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Participant

                              	 	                                        
      
	 	 	 
	
                                Award Date:

                              	 
      	
                                                                                     

                              
	 	 	 
	
                                Number of Shares Subject to
      Award:

                              	 
      	
                                The
      number of shares of Common Stock issuable pursuant to the Award shall be
      determined in accordance with the Vesting Schedule below. For purposes of
      the percentage calculations set forth in the Performance Vesting section
      of such schedule, the designated number of shares of Common Stock to be
      utilized is  _____ shares (the “Designated
  Shares”).

                              
	 	 	 
	
                                Vesting Schedule:

                              	 
      	
                                The number of shares of Common Stock which may
      actually vest and become issuable pursuant to the Award shall be
      determined pursuant to a two-step process: (i) first there shall be
      calculated the maximum number of shares of Common Stock in which
      Participant can vest under the Performance Vesting section below based
      upon the actual level at which each of the Performance Goals specified on
      attached Schedule I is attained and (ii) then the number of shares
      calculated under clause (i) in which Participant may actually vest shall
      be determined on the basis of his or her satisfaction of the applicable
      Service vesting requirements set forth in the form Performance-Based
      Restricted Stock Unit Award Agreement.

                                 

                                Performance
      Vesting:  Attached Schedule
      I specifies each of the Performance Goals established for the Performance
      Period. For each Performance Goal, there are three designated levels of
      attainment set forth in Schedule I: Threshold, Target and Extraordinary.
      The Designated Shares subject to this Award are hereby allotted to each
      Performance Goal as follows:  (i) sixty-five percent (65%) of
      the Designated Shares is allotted to Performance Goal One set forth in
      Schedule I, and (ii) the remaining thirty-five percent (35%) of the
      Designated Shares is allotted to Performance Goal Two set forth in
      Schedule I. Within sixty (60) days after the completion of the Performance
      Period, the Plan Administrator shall determine and certify the actual
      level of attainment for each Performance Goal and shall then measure that
      level of attainment against the Threshold, Target and Extraordinary Levels
      set forth for that Performance Goal in attached Schedule I.  The
      maximum number of shares of Common Stock in which Participant can vest
      based upon the actual level of attainment of each Performance Goal shall
      be determined by applying the corresponding  percentage below
      for that level of attainment to the number of Designated Shares allotted
      to that particular Performance Goal in accordance with forgoing allocation
      (the “Allotted Shares”):

                                 

                                Attainment below the Threshold
      Level:    0% of the
      Allotted Shares

                                Attainment at the Threshold Level:          50%
      of the Allotted Shares

                                Attainment at the Target Level:               
      100% of the Allotted Shares

                                Attainment at Extraordinary
      Level:           200%
      of the Allotted Shares

                                 

                                To the extent the actual level of attainment of a
      Performance Goal is at a point between the Threshold and Target Levels,
      the maximum number of shares of Common Stock allotted to that Performance
      Goal in which Participant can vest shall be pro-rated between the two
      points on a straight line basis.

                                 

                                To the extent the actual level of attainment of a
      Performance Goal is at a point between the Target and Extraordinary
      Levels, the maximum number of shares of Common Stock allotted to that
      Performance Goal in which Participant can vest shall be pro-rated between
      the two points on a straight line basis.

                                 

                                The maximum number of shares of Common Stock in
      which Participant can vest on the basis of the foregoing performance
      measures shall be hereinafter designated the “Performance Shares” and
      shall in no event exceed in the aggregate 200% of the number of Designated
      Shares set forth in the Number of Shares Subject to Award section
      above.

                                 

                                Service
      Vesting.  The number of Performance Shares in which
      Participant actually vests shall be determined on the basis of his or her
      satisfaction of the Service-vesting requirements set forth in Paragraph 3
      of the form Performance-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 Performance-Based
Restricted Stock Unit Award Agreement attached hereto as Exhibit
A.  Participant hereby acknowledges the receipt of a copy of
the official prospectus for the Plan in the form attached hereto as Exhibit
B.  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 combined performance and 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 form   Performance-Based Restricted
Stock Unit Award Agreement attached to his or her initial performance and
service-vesting Award, and Participant hereby accepts those terms and conditions
for each such subsequent performance and 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 any time he or she holds an outstanding performance and service-vesting
restricted stock unit award under the Plan, request a written copy of the form
Performance-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 Performance-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 Performance-Based Restricted Stock Unit Award Agreement
for performance and service-vesting Awards.

     

    DATED:   February
9, 2009

     

    


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  ALEXANDER
      & BALDWIN,
      INC.                                         
      

                                
	 	 
	 	 
	
                                  By: 
      

                                	 
      
	 
      	 
      
	
                                  Title: 
      

                                	
                                  Vice
      President

                                
	 	 
	 	 
	 
      	 
      
	 
      	
                                                  PARTICIPANT

                                
	 
      	 
      
	
                                  Address: 
      

                                	 
      
	 
      	 
      

                         


                      

                    

                  

                

              

            

          

        

      

    

    


     

    
       

      
        
        

        
          

        

      

       

    

    SCHEDULE
I

     

    PERFORMANCE
PERIOD, PERFORMANCE GOALS AND LEVELS OF ATTAINMENT

     

    The
Performance Period shall be coincident with the Corporation’s 200_ fiscal year
and shall accordingly commence on January 1,  200_ and end on December
31, 200_.

     

    The
Performance Goals which shall determine the number of shares of Common Stock
which are to vest as Performance Shares under the Award shall be as
follows:

     

    Performance Goal
One to which sixty-five percent (65%) of the Designated Shares subject to
this Award is allotted shall be tied to the Corporation’s pre-tax income for the
Performance Period. The required levels of attainment of pre-tax income for the
Performance Period at the Threshold, Target and Extraordinary Levels are as
follows:

     

    Threshold
Level:                                     $_________

     

    Target
Level:                                           $_________

     

    Extraordinary
Level                                 $_________

     

    Performance Goal
Two to which the remaining thirty-five percent (35%) of the Designated
Shares subject to this Award is allotted shall be tied to the Corporation’s
return on invested capital (“ROIC”) for the Performance Period. The required
levels of attainment of ROIC for the Performance Period at the Threshold, Target
and Extraordinary Levels are as follows:

     

    Threshold
Level:                                     ______

     

    Target
Level:                                           ______

     

    Extraordinary
Level                                 ______

     

    Pre-tax income and ROIC shall be
calculated on a consolidated basis with the Corporation’s consolidated
subsidiaries for financial reporting purposes and shall be determined on the
basis of the Corporation’s audited financial statements for the Performance
Period, subject to any adjustments as determined by the Plan Administrator that
are needed to accurately reflect the performance of the Corporation (e.g.,
because of changes in accounting rules, extraordinary gains from the sale of the
Corporation’s assets, unforeseen extraordinary events affecting the Corporation
or any of its business operations, or other similar or dissimilar circumstances
occurring during the Performance Period that may or may not have been beyond the
control of the Corporation).