exh-execsev.htm


    ALEXANDER & BALDWIN,
INC.

    EXECUTIVE SEVERANCE
PLAN

    


    


    


    INTRODUCTION

    


    The
purpose of the Alexander & Baldwin, Inc. Executive Severance Plan (the
“Plan”) is to retain key employees and to encourage such employees to use their
best business judgment in managing the affairs of Alexander & Baldwin, Inc.
and its divisions and subsidiaries (collectively, the
“Company”).  Therefore, the Company is willing to provide the
severance benefits described below to protect these employees if involuntarily
terminated without cause or laid off from employment as part of a job
elimination/restructuring or reduction in force.  It is further
intended that this Plan will complement other compensation program components to
assure a sound basis upon which the Company will retain key
employees.

     

    Article
1

    Definitions
and Exclusions

    


    Whenever
used in this Plan, the following words and phrases shall have the meanings set
forth below.  When the defined meaning is intended, the term is
capitalized:

     

    1.1           “Base Salary” means
the total amount of base salary payable to the participant at the salary rate in
effect on the last day of the participant’s employment with the
Company.  Base Salary does not include bonuses, reimbursed expenses,
credits or benefits under any plan of deferred compensation, to which the
Company contributes, or any additional cash compensation or compensation payable
in a form other than cash.

     

    1.2           “Board of Directors”
shall mean the Board of Directors of the Company.

     

    1.3           “Cause” means
termination from employment with the Company upon:

     

    1.3(a)              the
willful and continued failure by the participant substantially to perform the
participant’s duties with the Company (other than any such failure resulting
from the participant’s incapacity due to physical or mental
Disability).  For the purposes of this subparagraph and subparagraph
1.3(b), no act, or failure to act, on the participant’s part shall be considered
“willful” unless done, or omitted to be done, by the participant not in good
faith and without reasonable belief by the participant that his/her action or
omission was in the best interest of the Company; or

     

    1.3(b)              the
willful engaging by the participant in conduct that is demonstrably and
materially injurious to the Company, monetarily or otherwise.

     

    1.4           “Disability” shall
mean that an individual is deemed to be totally disabled by the Social Security
Administration.  

    


    1.5           “Employer” shall mean
the Company or the entity for whom services are performed and with respect to
whom the legally binding right to compensation arises, and all entities with
whom the Company would be considered a single employer under Section 414(b) of
the Internal Revenue Code of 1986, as amended (the “Code”); provided that in
applying Section 1563(a)(1), (2), and (3) of the Code for purposes of
determining a controlled group of corporations under Section 414(b) of the Code,
the language “at least 50 percent” is used instead of “at least 80 percent” each
place it appears in Section 1563(a)(1), (2), and (3) of the Code, and in
applying Treasury Regulation § 1.414(c)-2 for purposes of determining trades or
businesses (whether or not incorporated) that are under common control for
purposes of Section 414(c) of the Code, “at least 50 percent” is used instead of
“at least 80 percent” each place it appears in Treasury Regulation § 1.414(c)-2;
provided, however, “at least 20 percent” shall replace “at least 50 percent” in
the preceding clause if there is a legitimate business criteria for using such
lower percentage.

    


    1.6           “Identification Date”
means each December 31.

    


    1.7           “Key
Employee”
means a participant who, on an Identification Date, is:

    


    1.7(a)            
An officer of the Company of having annual compensation greater than the
compensation limit in section 416(i)(1)(A)(i) of the Code, provided that no more
than fifty officers of the Company shall be determined to be Key Employees as of
the Identification Date;

    


    1.7(b)             
A five percent owner of the Company; or

    


    1.7(c)            
A one percent owner of the Company having annual compensation from the Company
of more than $150,000.

    


    If a participant is
identified as a Key Employee on an Identification Date, then such participant
shall be considered a Key Employee for purposes of the Plan during the period
beginning on the first April 1 following the Identification Date and ending on
the next March 31.  For purposes of this Section 1.7 only and
for determining whether a participant is a Key Employee, the “Company” shall
mean the Company and its affiliates that are treated as a single employer under
Section 414(b) or (c) of the Code, and for purposes of determining whether a
participant is a Key Employee, Treasury Regulation § 1.415(c)-2(d)(4) shall be
used to calculate compensation.

    


    1.8           “Layoff” means the
elimination of a job due to economic reasons, whether or not as part of job
elimination or restructuring, or as a reduction-in-force affecting one or more
positions.  Layoff does not include resignation from employment or
Separation from Service by reason of death, Disability, or discharge for
Cause.  A participant is not considered to have been laid off, and
will not be entitled to severance benefits described in Article 3, if the Plan
Administrator determines, in its discretion, that either the Company or a
purchaser or other successor has offered comparable employment to the
participant to commence after the participant’s Separation from Service, whether
or not the participant accepts the position offered.

    


    1.9           “Separation
from Service”
shall mean termination of employment with the Employer, other than due to
death.  A participant shall be deemed to have experienced a Separation
from Service if the participant’s service with the Employer is reduced to an
annual rate that is less than fifty percent of the services rendered, on
average, during the immediately preceding three full years of employment with
the Employer (or if employed by the Employer less than three years, such lesser
period).

    


    Article
2

    Eligibility
for Benefits

    


    2.1           Eligibility.  To
be eligible for Plan benefits, employees must serve in a job categorized as
Alexander & Baldwin, Inc. Chief Executive Officer, Band A, or Band B under
the Company’s job evaluation program.  Exceptions (additions or
deletions) to the eligibility requirements can be made only by the Alexander
& Baldwin, Inc. Chief Executive Officer, with the approval of the
Compensation Committee of the Board of Directors (the “Committee”).

     

    2.2           Benefits.  Except
as provided in Section 2.3, if the participant experiences an involuntary
Separation from Service without Cause or a Separation from Service because of a
Layoff, the Company shall pay to the participant the severance benefits
described in Section 3.1.  (For the purposes of this section,
“involuntary” means a Separation from Service that is due to the independent
exercise of the unilateral authority of the Employer, other than due to the
participant’s request, and where the participant was willing and able to
continue to perform services.)  A participant receiving benefits under
this Plan shall not be eligible for benefits under Alexander & Baldwin Human
Resources Policy No. 1.08, Matson Navigation Company (and its wholly owned
subsidiaries) Personnel Policy Bulletin No. 1.08, or any other or successor
separation policy or policies.

     

    2.3           Change in
Control.  In the event the Company experiences a “change in
control”, as defined in section 409A of the Code and the final regulations and
any guidance promulgated thereunder, and the Company and a participant have
entered into an agreement concerning a change in control of the Company, the terms of such
agreement, and not this Plan, shall govern.  In such case, no benefits
shall be payable to the participant under this Plan.

     

    2.4           Plan
Administration.  Alexander & Baldwin, Inc. shall serve as
the Plan Administrator.  The Plan Administrator is responsible for the
general administration and management of this Plan and shall have all powers and
duties necessary to fulfill its responsibilities, including, but not limited to,
the discretion to interpret and apply this Plan and to determine all questions
relating to eligibility for benefits.  This Plan shall be interpreted
in accordance with its terms and their intended meanings.  However,
the Plan Administrator and all plan fiduciaries shall have the discretion to
interpret or construe ambiguous, unclear, or implied (but omitted) terms in any
fashion they deem to be appropriate in their sole discretion, and to make any
findings of fact needed in the administration of this Plan.  The
validity of any such interpretation, construction, decision, or finding of fact
shall not be given de novo review if challenged in court, by arbitration, or in
any other forum, and shall be upheld unless clearly arbitrary or
capricious.

     

    Article
3

    Severance
Benefits

    


    3.1           Type and Amount of
Benefits.  If severance benefits become payable under this
Plan, benefits shall consist of the following:

     

    3.1(a)              Monetary
Payments/Reimbursement.  The participant shall receive an
amount equal to six (6) months of the participant’s Base Salary, one-twelfth of
which shall be paid each month for a period of one year, beginning in the first
month following the date of the participant’s Separation from
Service.  Should the participant, prior to his or her Separation from
Service, execute (and not revoke) a release agreement prepared by the Plan
Administrator,  the participant shall receive additional amounts as
follows:  (i) an amount equal to six (6) months of the participant’s
Base Salary, one-twelfth of which shall be paid each month for a period of one
year, beginning in the first month following the date of the participant’s
Separation from Service; (ii) reimbursement for expenses arising from individual
outplacement counseling services (in an amount not to exceed ten thousand
dollars ($10,000.00)) that are incurred no later than 2 years after the date of
the participant’s Separation from Service, and are reimbursed by the Company no
later than 3 years after the date of the participant’s Separation from Service;
and, (iii) a pro rated share of the award opportunity at “Target” under the
Alexander & Baldwin, Inc. One-Year Performance Improvement Incentive Plan
and the Alexander & Baldwin, Inc. Three-Year Performance Improvement
Incentive Plan, as applicable, that otherwise would have been payable to the
participant had the participant remained employed until the end of the
applicable performance period(s) of such plans.  The payment under
subsections 3.1(a)(i) and (iii) shall be payable upon the expiration of the
seven-day revocation period contained in the release agreement prepared by the
Plan Administrator and executed by the participant (i.e., once the release becomes irrevocable); provided,
however, that such payment must be paid no later than 60 days following the date
of the participant’s Separation from Service.  If the release is not executed and irrevocable by the
end of such 60-day period, the participant shall not be entitled to any benefit
under this Plan.  The Company retains the sole discretion to
determine when during the 60-day period the payment will be made.  If
the sum of the amounts to be paid to a participant under subsections 3.1(a)(i)
and (iii) exceeds two times the lesser of (i) the sum of the participant’s
annualized compensation for the taxable year preceding the year in which the
participant experiences a Separation from Service or (ii) the compensation limit
for qualified plans under section 401(a)(17) of the Code as in effect for the
year in which the Separation from Service occurs (the “Excess”), then, notwithstanding any other
provision in this Plan to the contrary, any Excess scheduled to be paid upon
Separation from Service to a participant who is identified as a Key Employee as
of the date he or she experiences a Separation from Service shall be delayed for
a minimum of six months following the participant’s Separation from
Service.  Any payment of Excess to a Key Employee delayed under this
subsection shall be made on the first business
day after the
six-month anniversary of the participant’s Separation from Service and shall be
credited with interest during such six-month period at a rate computed
using 120% of the short-term applicable federal rate for a semi-annual
compounding period under Code Section 1274(d), applicable for the month in which
the participant’s Separation from Service occurs, provided that such interest
rate shall not exceed 120% of the long-term applicable federal interest rate
under Code Section 1274(d).  The identification of a
participant as a Key Employee shall be made by the Company in accordance with
Section 1.7 of the Plan and sections 416(i) and 409A of the Code and the
regulations promulgated thereunder.

     

    3.1(b)              Benefits.  For
the period that separation payments continue under subparagraph 3.1(a) above, or
until the participant becomes employed with another employer offering any such
benefits (whichever is earlier), Basic Group Life Insurance and Basic Accidental
Death & Dismemberment Insurance shall continue as they were in effect for
the participant on the date of the participant’s termination of
employment.

     

       
3.1(b)(i)                   Group Medical, Dental, Drug
and Vision Coverage.  For a maximum period of twelve (12)
months following Separation from Service, or until the participant becomes
employed with another employer offering any such benefits (whichever is
earlier), the Company shall reimburse the participant for the amount of the
premiums payable by the participant for post-termination continuation under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”).  Payment of premiums for COBRA coverage beyond twelve (12)
months following Separation from Service is the sole responsibility of the
participant.

     

    3.2           Death
Benefits.  If the participant dies during the severance benefit
period, the severance benefits as described in this Article 3 that have not yet
been paid shall be paid to the participant’s designated beneficiary in a lump
sum within 60 days following the participant’s death.  Any beneficiary
designation must be provided to the Company in writing by the participant, prior
to his or her death.

     

    3.3           Committee
Discretion.  The severance benefits as described in this
Article 3 may be increased or decreased by the Committee in its absolute
discretion.  Such adjustments may be applied selectively with respect
to one or more individual participants.

     

    Article
4

    Employment
Status

    


    4.1           Right to Terminate
Employment.  This Plan shall not be deemed to constitute an
employment contract between the Company and the participant.  Nothing
contained herein shall give the participant the right to be retained in the
employ of the Company or to interfere with the right of the Company to discharge
the participant at any time, nor shall it give the Company the right to require
the participant to remain in its employ or to interfere with the participant’s
right to terminate employment at any time.

     

    4.2           Status During Benefit
Period.  Commencing upon the date of the participant’s
Separation from Service, the participant shall cease to be an employee of the
Company for any purpose.  The payment of severance benefits under this
Plan shall be payments to a former employee.

     

    Article
5

    Claims
and Review Procedures

    


    5.1           Claims
Procedure.  Any individual (“claimant”) who has not received
benefits under the Plan that he or she believes should be paid shall make a
claim for such benefits as follows:

     

    5.1(a)              Initiation - Written
Claim.  The claimant initiates a claim by submitting to the
Plan Administrator a written claim for the benefits.

     

    5.1(b)              Timing of Plan Administrator
Response.  The Plan Administrator shall respond to such
claimant within 90 days after receiving the claim.  If the Plan
Administrator determines that special circumstances require additional time for
processing the claim, the Plan Administrator can extend the response period by
an additional 90 days by notifying the claimant in writing, prior to the end of
the initial 90-day period, that an additional period is required.  The
notice of extension must set forth the date by which the Plan Administrator
expects to render its decision.

     

    5.1(c)              Notice of
Decision.  If the Plan Administrator denies part or all of the
claim, the Plan Administrator shall notify the claimant in writing of such
denial.  The Plan Administrator shall write the notification in a
manner calculated to be understood by the claimant.  The notification
shall set forth:

     

       
5.1(c)(i)                   
The specific reason for the denial,

     

       
5.1(c)(ii)                   A
reference to the specific provisions of the Plan on which the denial is
based,

     

       
5.1(c)(iii)                 A
description of any additional information or material necessary for the claimant
to perfect the claim and an explanation of why it is needed,

     

       
5.1(c)(iv)                An
explanation of the Plan’s review procedures and the time limits applicable to
such procedures, and

     

       
5.1(c)(v)                 A
statement of the claimant’s right to bring a civil action under the Employee
Retirement Income Security Act of 1974 (“ERISA”) Section 502(a) following an
adverse benefit determination on review.

     

    5.2           Review
Procedure.  If the Plan Administrator denies part or all of the
claim, the claimant shall have the opportunity for a full and fair review by the
Plan Administrator of the denial, as follows:

     

    5.2(a)              Initiation - Written
Request.  To initiate the review, the claimant, within 60 days
after receiving the Plan Administrator’s notice of denial, must file with the
Plan Administrator a written request for review.

     

    


    5.2(b)              Additional Submissions -
Information Access.  The claimant shall then have the
opportunity to submit written comments, documents, records and other information
relating to the claim. The Plan Administrator shall also provide the claimant,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant’s claim for benefits.

     

    5.2(c)              Timing of  Plan
Administrator Response.  The Plan Administrator shall respond
to the claimant’s request for review within 60 days after receiving the
request.  If the Plan Administrator determines that special
circumstances require additional time for processing the request, the Plan
Administrator can extend the response period by an additional 60 days by
notifying the claimant in writing, prior to the end of the initial 60-day
period, which an additional period is required.  The notice of
extension must set forth the date by which the Plan Administrator expects to
render its decision.

     

    5.2(d)              Notice of
Decision.  If the Plan Administrator affirms the denial of part
or the entire claim, the Plan Administrator shall notify the claimant in writing
of such denial.  The Plan Administrator shall write the notification
in a manner calculated to be understood by the claimant.  The
notification shall set forth the specific reason for the denial and a reference
to the specific provisions of the Plan on which the denial is
based.

    


    5.3           Authority.  In
determining whether to approve or deny any claim or any appeal from a denied
claim, the Plan Administrator shall exercise its discretionary authority to
interpret the Plan and the facts presented with respect to the claim, and its
discretionary authority to determine eligibility for benefits under the
Plan.  Any approval or denial shall be final and conclusive upon all
persons.

    


    5.4           Exhaustion of
Remedies.  Except as required by applicable law, no action at
law or equity shall be brought to recover a benefit under the Plan unless and
until the claimant has: (a) submitted a claim for benefits, (b) been notified by
the Plan Administrator that the benefits (or a portion thereof) are denied, (c)
filed a written request for a review of denial with the Plan Administrator, and
(d) been notified in writing that the denial has been affirmed. 

    


    Article
6

    Amendment
and Termination

    


    It is
intended that the Plan shall continue from year to year, subject to an annual
review by the Board of Directors.  However, the Board of Directors
reserves the right to modify, amend or terminate the Plan at any time; provided,
that no amendment or termination shall affect the rights of participants to
receive Plan benefits finally determined by the Plan Administrator but unpaid at
the time of such termination or amendment.

     

    Article
7

    Miscellaneous

    


    7.1           Not
an Employment Contract.  The
adoption and maintenance of this Plan shall not be deemed to confer on any
participant any right to continue in the employ of the Company, and shall not be
deemed to interfere with the right of the Company to discharge any person, with
or without cause, or treat any person without regard to the effect that such
treatment might have on the person as a Plan participant.

    


    7.2           Benefits
Non-Assignable.  No right or
interest of a participant in this Plan shall be assignable or transferable, in
whole or in part, either directly or by operation of law or otherwise, including
but not by way of limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy, assignments for the benefit of creditors, receiverships, or in any
other manner, excluding transfer by operation of law as a result solely of
mental incompetency.

    


    7.3           Tax
Withholding.  The Company shall withhold any applicable income
or employment taxes that are required to be withheld from the severance benefits
payable under this Plan.

    


    7.4           Applicable
Law.  This Plan is a welfare plan subject to ERISA and it shall
be interpreted, administered, and enforced in accordance with that
law.  The Plan shall also be construed in a manner that is consistent
and compliant with Section 409A of the Code, and any regulations promulgated
thereunder.  Any provision that is noncompliant with Section 409A of
the Code is void or deemed amended to comply with Section 409A of the
Code.  The
Company does not guarantee or warrant the tax consequences of the Plan, and the
participants shall in all cases be liable for any taxes due with respect to
Plan.

    


    7.5         
 Gender and
Number.  Any masculine
pronouns used herein shall refer to both men and women, and the use of any term
herein in the singular may also include the plural unless otherwise indicated by
context.  

    


    7.6          
Severability.  If any provision
of this Plan is held invalid or unenforceable by a court of competent
jurisdiction, all remaining provisions shall continue to be fully effective.


    


    7.7          
Binding
Agreement.  This Plan shall
be binding upon and inure to the benefit of the Company, its successors and
assigns, and the participants and their heirs, executors, administrators and
legal representatives.

    


    


    IN
WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Plan to be
executed by its duly authorized officers effective as of the 1st day of
January, 2008.

    


    


    ALEXANDER
& BALDWIN, INC.

    


    By:  /s/
Son-Jai Paik

            Its
Vice President

    


    By:  /s/
Alyson J. Nakamura

            Its
Secretary