{"id":38324,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1998-stock-option-stock-incentive-plan-alexander-amp-baldwin.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1998-stock-option-stock-incentive-plan-alexander-amp-baldwin","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1998-stock-option-stock-incentive-plan-alexander-amp-baldwin.html","title":{"rendered":"1998 Stock Option\/Stock Incentive Plan &#8211; Alexander &#038; Baldwin"},"content":{"rendered":"<pre>\n                          ALEXANDER &amp; BALDWIN, INC.\n\n                    1998 STOCK OPTION\/STOCK INCENTIVE PLAN\n                    --------------------------------------\n\n                                 ARTICLE ONE\n\n                              GENERAL PROVISIONS\n                              ------------------\n\n\n     I.   PURPOSE OF THE PLAN\n\n          This 1998 Stock Option\/Stock Incentive Plan is intended to promote\nthe interests of Alexander &amp; Baldwin, Inc., a Hawaii corporation, by providing\neligible persons with the opportunity to acquire a proprietary interest, or\notherwise increase their proprietary interest, in the Corporation as an\nincentive for them to join and\/or remain in the service of the Corporation.\n\n          Capitalized terms shall have the meanings assigned to such terms in\nthe attached Appendix.\n\n    II.   STRUCTURE OF THE PLAN\n\n          A.   The Plan is comprised of two separate equity incentive programs:\n\n                     (i) the Discretionary Option Grant Program (together with\nthe Reload Option Grant Program) under which eligible persons may, at the\ndiscretion of the Plan Administrator, be granted options to purchase shares of\nCommon Stock at a fixed price per share over their period of Service, and\n\n                    (ii) the Stock Issuance Program under which eligible\npersons may, at the discretion of the Plan Administrator, be issued shares of\nCommon Stock directly, either through immediate stock issuances or through\nshare right awards, as a bonus for services rendered the Corporation (or any\nParent or Subsidiary) or the attainment of designated performance milestones.\n\n          B.   The provisions of Articles One and Five shall apply to both\nequity incentive programs under the Plan and shall govern the interests of all\npersons under the Plan.\n\n   III.   ADMINISTRATION OF THE PLAN\n\n          A.   The Plan shall be administered by the Compensation and Stock\nOption Committee (the 'Committee') comprised of two (2) or more Board members\nappointed by the Board. The Board may from time to time appoint members to the\nCommittee in substitution for (or in addition to) members previously appointed,\nand the Board shall have the authority to fill any and all vacancies on the\nCommittee, however caused.  The Committee acting in its administrative capacity\nunder the Plan shall be herein designated as the Plan Administrator.\n\n          B.   The Committee as Plan Administrator shall have full power and\nauthority (subject to the provisions of the Plan) to establish such rules and\nregulations as it may deem appropriate for proper administration of the\nDiscretionary Option Grant and Stock Issuance Programs and to make such\ndeterminations under, and issue such interpretations of, the provisions of\nthose programs and any outstanding option grants or stock issuances thereunder\nas it may deem necessary or advisable.  The Plan Administrator shall also have\nthe discretionary authority to change the terms and conditions of any out-\nstanding option grant, outstanding share right award, or unvested stock\nissuance, provided such action does not, without the consent of the holder,\n          --------\nadversely affect the rights and obligations such individual may have under the\nPlan or the outstanding option grant, outstanding share right award, or stock\nissuance.  Decisions of the Plan Administrator shall be final and binding on\nall parties who have an interest in the Discretionary Option Grant and Stock\nIssuance Programs or any option grant, share right award, or stock issuance\nthereunder.\n\n          C.   Service on the Committee shall constitute service as a Board\nmember, and Committee members shall accordingly be entitled to full\nindemnification and reimbursement as Board members for their service on the\nCommittee.  No member of the Committee shall be liable for any act or omission\nmade in good faith with respect to the Plan or any option grants or stock\nissuances under the Plan.\n\n    IV.   ELIGIBILITY\n\n          A.   The persons eligible to participate in the Discretionary Option\nGrant and Stock Issuance Programs are as follows:\n\n                  (i)   Employees, and\n\n                  (ii)  non-employee directors of any Subsidiary.\n\n          B.   The Plan Administrator shall have full authority to determine,\n(i) with respect to the option grants under the Discretionary Option Grant\nProgram, all terms and conditions thereof to the extent not inconsistent with\nthe express provisions of this Plan, including but not limited to which\neligible persons are to receive option grants, the time or times when those\noption grants are to be made, the number of shares to be covered by each such\ngrant, whether the granted option will have a reload feature, the time or times\nwhen each option is to become exercisable, the vesting schedule (if any)\napplicable to the option shares and the maximum term for which the option is to\nremain outstanding and (ii) with respect to stock issuances or share right\nawards under the Stock Issuance Program, all terms and conditions thereof to\nthe extent not inconsistent with the express provisions of this Plan, including\nbut not limited to which eligible persons are to receive stock issuances or\nshare right awards, the time or times when such issuances or share right awards\nare to be made, the number of shares to be issued to each Participant, the\nvesting schedule (if any) applicable to the issued shares and the consideration\nto be paid for such shares.\n\n          C.   The Plan Administrator shall have the absolute discretion either\nto grant options in accordance with the Discretionary Option Grant Program or\nto effect stock issuances or share right awards in accordance with the Stock\nIssuance Program.\n\n\n     V.   STOCK SUBJECT TO THE PLAN\n\n          A.   The stock issuable under the Plan shall be shares of authorized\nbut unissued or reacquired Common Stock, including shares repurchased by the\nCorporation on the open market.  The maximum number of shares of Common Stock\ninitially reserved for issuance over the term of the Plan shall not exceed\n2,100,000 shares.\n\n          B.   No one person participating in the Plan may receive option\ngrants, share right awards and direct stock issuances for more than 500,000\nshares of Common Stock in the aggregate per calendar year, beginning with the\n1998 calendar year.\n\n          C.   Shares of Common Stock subject to outstanding options shall be\navailable for subsequent issuance under the Plan to the extent those options\nexpire or terminate for any reason prior to exercise in full.  Unvested shares\nissued under the Plan and subsequently repurchased by the Corporation, at the\noriginal exercise or issue price paid per share, pursuant to the Corporation's\nrepurchase rights under the Plan shall be added back to the number of shares of\nCommon Stock reserved for issuance under the Plan and shall accordingly be\navailable for reissuance through one or more subsequent option grants, share\nright awards or direct stock issuances under the Plan.  Should the exercise\nprice of an option under the Plan be paid with shares of Common Stock or should\nshares of Common Stock otherwise issuable under the Plan be withheld by the\nCorporation in satisfaction of the withholding taxes incurred in connection\nwith the exercise of an option, then the number of shares of Common Stock\navailable for issuance under the Plan shall be reduced only by the net number\nof shares of Common Stock issued to the holder of such option.\n\n          D.   If any change is made to the Common Stock by reason of any stock\nsplit, stock dividend, recapitalization, combination of shares, exchange of\nshares or other change affecting the outstanding Common Stock as a class\nwithout the Corporation's receipt of consideration, appropriate adjustments\nshall be made to (i) the maximum number and\/or class of securities issuable\nunder the Plan, (ii) the number and\/or class of securities for which any one\nperson may be granted stock options, share right awards and direct stock\nissuances under the Plan per calendar year, (iii) the aggregate number and\/or\nclass of securities which may be issued in the aggregate under the Stock\nIssuance Program, and (iv) the number and\/or class of securities and the\nexercise price per share in effect under each outstanding option under the\nPlan.  Such adjustments to the outstanding options are to be effected in a\nmanner which shall preclude the enlargement or dilution of rights and benefits\nunder those options. The adjustments determined by the Plan Administrator shall\nbe final, binding and conclusive.\n\n                                 ARTICLE TWO\n\n                      DISCRETIONARY OPTION GRANT PROGRAM\n                      ----------------------------------\n\n     I.   OPTION TERMS\n\n          Each option shall be a non-statutory option under the federal tax\nlaws, evidenced by one or more documents in the form approved by the Plan\nAdministrator; provided, however, that each such document shall comply with the\n               --------\nterms specified below.\n\n          A.   EXERCISE PRICE.\n               --------------\n\n               1.   The exercise price per share shall be fixed by the Plan\nAdministrator but shall not be less than the Fair Market Value per share of\nCommon Stock on the option grant date.\n\n               2.   The exercise price shall become immediately due upon\nexercise of the option and shall, subject to the provisions of the documents\nevidencing the option, be payable in one or more of the forms specified below:\n\n                  (i)   cash or check made payable to the Corporation, or\n\n                  (ii)  shares of Common Stock held for the requisite period\n     necessary to avoid a charge to the Corporation's earnings for\n     financial reporting purposes and valued at Fair Market Value on the\n     Exercise Date.\n\n          B.   EXERCISE AND TERM OF OPTIONS.  Each option shall be exercisable\n               ----------------------------\nat such time or times, during such period and for such number of shares as\nshall be determined by the Plan Administrator and set forth in the documents\nevidencing the option.  However, no option shall have a term in excess of ten\n(10) years measured from the option grant date.\n\n          C.   EFFECT OF TERMINATION OF SERVICE.\n               --------------------------------\n\n               1.   The following provisions shall govern the exercise of any\noptions held by the Optionee at the time of cessation of Service or death:\n\n                  (i)   Any option outstanding at the time of the Optionee's\n     cessation of Service for any reason shall remain exercisable for such\n     period of time thereafter as shall be determined by the Plan\n     Administrator and set forth in the documents evidencing the option,\n     but no such option shall be exercisable after the expiration of the\n     option term.\n\n                  (ii)  Any option exercisable in whole or in part by the\n     Optionee at the time of death may be subsequently exercised by the\n     personal representative of the Optionee's estate or by the person or\n     persons to whom the option is transferred pursuant to the Optionee's\n     will or in accordance with the laws of descent and distribution.\n\n                  (iii) Should the Optionee's Service be terminated for\n     Misconduct, or should the Optionee (a) engage in any post-Service\n     activity, whether as an employee, consultant, advisor, or otherwise,\n     competitive with the business operations of the Corporation (or any\n     Parent or Subsidiary), or (b) engage in any other conduct, while in\n     Service or following cessation of Service, materially detrimental to\n     the business or affairs of the Corporation (or any Parent or\n     Subsidiary), as determined in the sole discretion of the Plan\n     Administrator, then all outstanding options held at the time by the\n     Optionee shall terminate immediately and cease to be outstanding.\n\n                  (iv)  During the applicable post-Service exercise period,\n     except as otherwise provided in Section I.C.2 below, an outstanding\n     option may not be exercised in the aggregate for more than the number\n     of vested shares for which the option is exercisable on the date of\n     the Optionee's cessation of Service.  Upon the expiration of the\n     applicable exercise period or (if earlier) upon the expiration of the\n     option term, the option shall terminate and cease to be outstanding\n     for any vested shares for which the option has not been exercised.\n     However, the option shall, immediately upon the Optionee's cessation\n     of Service, terminate and cease to be outstanding to the extent the\n     option is not otherwise at that time exercisable for vested shares.\n\n               2.   The Plan Administrator shall have complete discretion,\nexercisable either at the time an option is granted or at any time while the\noption remains outstanding, to:\n\n                  (i)   extend the period of time for which the option is to\n     remain exercisable following the Optionee's cessation of Service from\n     the limited exercise period otherwise in effect for that option to\n     such greater period of time as the Plan Administrator shall deem\n     appropriate, but in no event beyond the expiration of the option term,\n     and\/or\n\n                  (ii)  permit the option to be exercised, during the\n     applicable post-Service exercise period, not only with respect to the\n     number of vested shares of Common Stock for which such option is\n     exercisable at the time of the Optionee's cessation of Service but\n     also with respect to one or more additional installments in which the\n     Optionee otherwise would have vested had the Optionee continued in\n     Service.\n\n          D.   STOCKHOLDER RIGHTS.  The holder of an option shall have no\n               ------------------\nstockholder rights with respect to the shares subject to the option until such\nperson shall have exercised the option, paid the exercise price and satisfied\nall other conditions precedent to the issuance of the certificates for the\npurchased shares.\n\n          E.   REPURCHASE RIGHTS.  The Plan Administrator shall have the\n               -----------------\ndiscretion to grant options which are exercisable for unvested shares of Common\nStock.  Should the Optionee cease Service while holding such unvested shares,\nthe Corporation shall have the right to repurchase, at the exercise price paid\nper share, any or all of those unvested shares.  The terms upon which such\nrepurchase right shall be exercisable (including the period and procedure for\nexercise and the appropriate vesting schedule for the purchased shares) shall\nbe established by the Plan Administrator and set forth in the document\nevidencing such repurchase right.\n\n          F.   TRANSFERABILITY OF OPTIONS.  During the lifetime of the\n               --------------------------\nOptionee, options shall be exercisable only by the Optionee and shall not be\nassignable or transferable other than by will or by the laws of descent and\ndistribution following the Optionee's death.\n\n    II.   CHANGE IN CONTROL\n\n          A.   Each option outstanding at the time of a Change in Control but\nnot otherwise fully exercisable shall automatically accelerate so that each\nsuch option shall, immediately prior to the effective date of the Change in\nControl, become exercisable for all of the shares of Common Stock at the time\nsubject to that option and may be exercised for any or all of those shares as\nfully-vested shares of Common Stock.\n\n          B.   All outstanding repurchase rights, as described in Section I.E\nof this Article Two, shall also terminate automatically, and the shares of\nCommon Stock subject to those terminated rights shall immediately vest in full,\nin the event of any Change in Control.\n\n          C.   Immediately following the consummation of the Change in Control,\nall outstanding options shall terminate and cease to be outstanding, except to\nthe extent assumed by the successor corporation (or parent thereof) or other-\nwise expressly continued in full force and effect pursuant to the terms of the\nChange in Control transaction.\n\n          D.   Each option which is assumed (or is otherwise to continue in\neffect) in connection with a Change in Control shall be appropriately adjusted,\nimmediately after such Change in Control, to apply to the number and class of\nsecurities which would have been issuable to the Optionee in consummation of\nsuch Change in Control had the option been exercised immediately prior to such\nChange in Control.  Appropriate adjustments to reflect such Change in Control\nshall also be made to (i) the exercise price payable per share under each\noutstanding option, provided the aggregate exercise price payable for such\n                    --------\nsecurities shall remain the same, (ii) the maximum number and\/or class of\nsecurities available for issuance over the remaining term of the Plan and\n(iii) the maximum number and\/or class of securities for which any one person\nmay be granted stock options, share right awards and direct stock issuances\nunder the Plan per calendar year.\n\n          E.   The outstanding options shall in no way affect the right of the\nCorporation to adjust, reclassify, reorganize or otherwise change its capital\nor business structure or to merge, consolidate, dissolve, liquidate or sell or\ntransfer all or any part of its business or assets.\n\n\n                                ARTICLE THREE\n\n                         RELOAD OPTION GRANT PROGRAM\n                         ---------------------------\n\n     I.   TERMS AND CONDITIONS OF RELOAD OPTIONS\n\n          A.   The Plan Administrator shall have full power and authority,\nexercisable in its sole discretion either at the time an option is granted\nunder the Discretionary Option Grant Program or at any time while such option\nremains outstanding, to incorporate a reload feature into that option.  To the\nextent an option with such a reload feature is subsequently exercised through\nthe delivery of previously-acquired shares of Common Stock in payment of the\nexercise price for the shares purchased under that option, the Optionee shall\nautomatically be granted, at the time of such exercise (the 'Reload Grant\nDate'), a new option (the 'Reload Option') to purchase the number of shares of\nCommon Stock so delivered.  For purposes of this Article Three, the underlying\noption with such a reload feature shall be referred to as the 'Original\nOption.'  In addition, to the extent an option with a reload feature granted\nunder the Corporation's 1989 Stock Option\/Stock Incentive Plan is exercised\nthrough the delivery of previously-acquired shares of Common Stock in payment\nof the exercise price for the shares purchased under that option, the Optionee\nshall automatically be granted, at the time of such exercise, pursuant to the\nterms of the instrument evidencing the reload feature, a Reload Option to\npurchase shares under the 1989 Stock Option\/Stock Incentive Plan, to the extent\nshares of Common Stock are available for issuance under that plan, and, to the\nextent shares of Common Stock no longer are available for issuance under that\nplan, to purchase shares under this Plan.\n\n          B.   The Plan Administrator may, in its sole discretion, provide in\nthe instrument evidencing the reload feature that no Reload Option shall be\ngranted in the event the Original Option with such feature is exercised before\na specified period of time has elapsed after the grant date of that Original\nOption.\n\n          C.   The reload feature and each Reload Option shall each be\nevidenced by instruments in such form as the Plan Administrator shall from time\nto time deem appropriate. However, the terms and provisions of each Reload\nOption shall be exactly the same as the terms and provisions of the Original\nOption to which such Reload Option relates, except to the extent otherwise\nindicated below.\n\n               1.   Exercise Price.\n                    --------------\n\n                    a.   Unless the Plan Administrator specifies otherwise in\nthe instrument evidencing the reload feature, the exercise price per share of\nthe Common Stock purchasable under the Reload Option shall be equal to the Fair\nMarket Value per share of Common Stock on the Reload Grant Date.  The Plan\nAdministrator shall have full power and authority under this Article Three to\nprovide in the instrument evidencing the reload feature that the Reload Option\nshall have an exercise price per share in excess of the Fair Market Value per\nshare of Common Stock on the Reload Grant Date in the event the Fair Market\nValue per share of Common Stock on such date is not more than one hundred fifty\npercent (150%) of the exercise price per share in effect at the time under the\nOriginal Option.\n\n                    b.   The exercise price shall become immediately due upon\nexercise of the Reload Option and shall be payable in the same form or forms in\nwhich the exercise price may be paid under the Original Option.\n\n               2.   No Additional Reload Option.  In no event shall any\n                    ---------------------------\nadditional Reload Option be granted in connection with the subsequent exercise\nof the Reload Option granted with respect to the Original Option, whether or\nnot shares of Common Stock are delivered in connection with the payment of the\nexercise price of that Reload Option.  Accordingly, not more than one Reload\nOption shall be granted per Original Option.\n\n               3.   Term of Reload Option.  The Reload Option shall have the\n                    ---------------------\nsame maximum option term and expiration date as the Original Option to which it\nrelates, subject to earlier termination in accordance with Section I.5 of this\nArticle Three.\n\n               4.   Exercise of Reload Option.\n                    -------------------------\n\n                    a.   The Plan Administrator shall specify in the instrument\nevidencing the reload feature the period of time which must elapse following\nthe exercise of the Original Option before the Reload Option shall become\nexercisable.  Once the period specified by the Plan Administrator has elapsed,\nthe Reload Option shall become immediately exercisable for all of the shares of\nCommon Stock at the time subject to that Reload Option.\n\n                    b.   During the lifetime of the Optionee, the Reload Option\nshall be exercisable only by the Optionee and shall not be assignable or\ntransferable by the Optionee otherwise than by will or by the laws of descent\nand distribution following the Optionee's death.\n\n               5.   Termination of Service. Upon the Optionee's cessation of\n                    ----------------------\nService for any reason while holding one or more outstanding Reload Options\nunder this Article Three, each of those Reload Options shall terminate and\ncease to be outstanding at the same time the Original Option, to which that\nReload Option relates, terminates in connection with such cessation of Service.\n\n               6.   Stockholder Rights.  The holder of the Reload Option shall\n                    ------------------\nhave none of the rights of a stockholder with respect to any shares covered by\nthe Reload Option until such individual shall have exercised the Reload Option,\npaid the exercise price and satisfied all other conditions precedent to the\nissuance of the certificates for the purchased shares.\n\n               7.   Change in Control.  Should a Change in Control occur while\n                    -----------------\nthe Reload Option is outstanding, then that Reload Option shall immediately\nbecome exercisable for the shares of Common Stock at the time subject to that\nReload Option.  Upon the consummation of the Change in Control, each out-\nstanding Reload Option shall terminate and cease to be outstanding, except to\nthe extent assumed by the successor corporation or its parent company or other-\nwise expressly continued in full force and effect pursuant to the terms of the\nChange in Control transaction.\n\n               8.   Miscellaneous Provisions.\n                    ------------------------\n\n                    a.   The Company's obligation to deliver shares of Common\nStock upon the exercise of Reload Options granted under this Article Three\nshall be subject to the satisfaction of all applicable Federal, state and local\nincome and employment tax withholding requirements.\n\n                    b.   To the extent the Optionee has the right to have a\nportion of the shares purchased under the Original Option withheld by the\nCorporation in satisfaction of the applicable withholding taxes incurred in\nconnection with the exercise of the Original Option (or otherwise to deliver\nexisting shares of Common Stock in satisfaction of such tax liability), the\nOptionee shall have the similar right with respect to the withholding tax\nliability incurred in connection with the exercise of the Reload Option, unless\nthe Plan Administrator specifies otherwise in the instrument evidencing the\nreload feature.\n\n                                 ARTICLE FOUR\n\n                            STOCK ISSUANCE PROGRAM\n                            ----------------------\n\n     I.   STOCK ISSUANCE TERMS\n\n          Shares of Common Stock may be issued under the Stock Issuance Program\nthrough direct and immediate issuances without any intervening option grants.\nEach such stock issuance, whether or not evidenced by a Stock Issuance\nAgreement, shall be made in compliance with the terms specified below.  Shares\nof Common Stock may also be issued under the Stock Issuance Program pursuant to\nshare right awards which entitle the recipients to receive those shares upon\nthe completion of a designated Service period or the attainment of specified\nperformance goals.  Of the number of shares of Common Stock reserved for\nissuance under this Plan, as set forth in Section V.A of Article One, the\nnumber of shares of Common Stock issuable under the Stock Issuance Program\nshall not exceed 250,000 shares in the aggregate over the term of this Plan,\nsubject to appropriate adjustments under Section V.D of Article One.\n\n          A.   ISSUE PRICE.\n               -----------\n\n               1.   The issue price per share of Common Stock subject to direct\nissuance shall be fixed by the Plan Administrator, but shall not be less than\nthe Fair Market Value per share of Common Stock on the date of the stock\nissuance or share right award.\n\n               2.   Shares of Common Stock may be issued under the Stock\nIssuance Program for any consideration which constitutes valid consideration\nunder the laws of the state under which the Corporation is at the time\nincorporated.\n\n          B.   VESTING\/ISSUANCE PROVISIONS.\n               ---------------------------\n\n               1.   The Plan Administrator may issue shares of Common Stock\nunder the Stock Issuance Program which are fully and immediately vested upon\nissuance or which are to vest in one or more installments over the\nParticipant's period of Service or upon attainment of specified performance\nobjectives.  Alternatively, the Plan Administrator may issue share right awards\nunder the Stock Issuance Program which shall entitle the recipient to receive a\nspecified number of shares of Common Stock upon the completion of a designated\nService period or the attainment of one or more performance goals established\nby the Plan Administrator.  Upon the completion of such Service period or the\nattainment of such performance goals, fully-vested shares of Common Stock shall\nbe issued in satisfaction of those share right awards.\n\n               2.   Any new, substituted or additional securities or other\nproperty (including money paid other than as a regular cash dividend) which the\nParticipant may have the right to receive with respect to his or her unvested\nshares of Common Stock by reason of any stock dividend, stock split,\nrecapitalization, combination of shares, exchange of shares or other change\naffecting the outstanding Common Stock as a class without the Corporation's\nreceipt of consideration shall be issued subject to (i) the same vesting\nrequirements applicable to the Participant's unvested shares of Common Stock\nand (ii) such escrow arrangements as the Plan Administrator shall deem\nappropriate.\n\n               3.   The Participant shall have full stockholder rights with\nrespect to any shares of Common Stock issued to the Participant under the Stock\nIssuance Program, whether or not the Participant's interest in those shares is\nvested.  Accordingly, the Participant shall have the right to vote such shares\nand to receive any regular cash dividends paid on such shares.\n\n               4.   Except as otherwise may be provided by the Plan\nAdministrator, share right awards and unvested shares of Common Stock issued\nunder the Stock Issuance Program shall not be assignable or transferable.\n\n               5.   Should the Participant cease to remain in Service while\nholding one or more unvested shares of Common Stock issued under the Stock\nIssuance Program or should the performance objectives not be attained with\nrespect to one or more such unvested shares of Common Stock, then those shares\nshall be immediately surrendered to the Corporation for cancellation, and the\nParticipant shall have no further stockholder rights with respect to those\nshares.  The Plan Administrator, however, shall have the discretionary\nauthority to waive the surrender and cancellation of one or more unvested\nshares of Common Stock (or other assets attributable thereto) which would\notherwise occur upon the cessation of the Participant's Service or the non-\nattainment of the performance objectives applicable to those shares.  Such\nwaiver shall result in the immediate vesting of the Participant's interest\nin the shares of Common Stock as to which the waiver applies.  Such waiver may\nbe effected at any time, whether before or after the Participant's cessation of\nService or the attainment or non-attainment of the applicable performance\nobjectives.\n\n               6.   Outstanding share right awards under the Stock Issuance\nProgram shall automatically terminate, and no shares of Common Stock shall\nactually be issued in satisfaction of those awards, if the Service requirement\nfor such awards is not satisfied or the performance goals established for those\nawards are not attained.  The Plan Administrator, however, shall have the\ndiscretionary authority to issue shares of Common Stock in satisfaction of one\nor more outstanding share right awards as to which the designated Service\nrequirement or performance goals are not satisfied or attained.\n\n    II.   CHANGE IN CONTROL\n\n          In the event of any Change in Control:\n\n          1.   all of the Corporation's outstanding rights to cancel unvested\nshares under the Stock Issuance Program shall terminate automatically, and all\nthe shares of Common Stock subject to those terminated rights shall immediately\nvest in full, and\n\n          2.   all shares of Common Stock at the time subject to outstanding\nshare right awards shall be issued immediately as fully-vested shares.\n\n   III.   SHARE ESCROW\/LEGENDS\n\n          Unvested shares may, in the Plan Administrator's discretion, be held\nin escrow by the Corporation until the Participant's interest in such shares\nvests or may be issued directly to the Participant with restrictive legends on\nthe certificates evidencing those unvested shares.\n\n                                 ARTICLE FIVE\n\n                                MISCELLANEOUS\n                                -------------\n\n     I.   TAX WITHHOLDING\n\n          A.   The Corporation's obligation to deliver shares of Common Stock\nupon the exercise of options or the issuance or vesting of such shares under\nthe Plan shall be subject to the satisfaction of all applicable Federal, state\nand local income and employment tax withholding requirements.\n\n          B.   The Plan Administrator may, in its discretion, provide any or\nall holders of options under the Plan with the right to use shares of Common\nStock in satisfaction of all or part of the Taxes incurred by such holders in\nconnection with the exercise of their options.  Such right may be provided to\nany such holder in either or both of the following formats:\n\n               Stock Withholding:  The election to have the Corporation\n               -----------------\nwithhold, from the shares of Common Stock otherwise issuable upon the exercise\nof such option, a portion of those shares with an aggregate Fair Market Value\nequal to the percentage of the Taxes (not to exceed one hundred percent (100%))\ndesignated by the holder.\n\n               Stock Delivery:  The election to deliver to the Corporation, at\n               --------------\nthe time the option is exercised, one or more shares of Common Stock previously\nacquired by such holder (other than in connection with the option exercise\ntriggering the Taxes) with an aggregate Fair Market Value equal to the\npercentage of the Taxes (not to exceed one hundred percent (100%)) designated\nby the holder.\n\n    II.   EFFECTIVE DATE AND TERM OF THE PLAN\n\n          A.   The Plan shall become effective when adopted by the Board, and\noptions may be granted under the Discretionary Option Grant Program at any time\non or after such date. However, no options granted under the Plan may be\nexercised, and no shares shall be issued under the Plan, unless the Plan is\napproved by the Corporation's stockholders at the 1998 Annual Meeting.  If such\nstockholder approval is not obtained, then all options previously granted under\nthis Plan shall terminate and cease to be outstanding without ever becoming\nexercisable for the option shares, and no further options shall be granted and\nno shares shall be issued under the Plan.\n\n          B.   The Plan shall terminate upon the earliest of (i) the tenth\n                                                 --------\n(10th) anniversary of the date of its adoption by the Board, (ii) the date on\nwhich all shares available for issuance under the Plan shall have been issued\nas fully-vested shares or (iii) the termination of all outstanding options in\nconnection with a Change in Control.  Should the Plan terminate in accordance\nwith clause (i), then all option grants, share right awards and unvested stock\nissuances outstanding at that time shall continue to have force and effect in\naccordance with the provisions of the documents evidencing such grants or\nissuances.\n\n   III.   AMENDMENT OF THE PLAN\n\n          A.   The Board shall have complete and exclusive power and authority\nto amend or modify the Plan in any or all respects.  However, no such amendment\nor modification shall adversely affect the rights and obligations with respect\nto stock options, share right awards or unvested stock issuances at the time\noutstanding under the Plan unless the Optionee or the Participant consents to\nsuch amendment or modification. In addition, certain amendments may require\nstockholder approval pursuant to applicable laws or regulations.\n\n          B.   Options to purchase shares of Common Stock may be granted under\nthe Discretionary Option Grant Program and shares of Common Stock may be issued\nunder the Stock Issuance Program that are in each instance in excess of the\nnumber of shares then available for issuance under the Plan, provided any\nexcess shares actually issued under those programs shall be held in escrow\nuntil there is obtained stockholder approval of an amendment sufficiently\nincreasing the number of shares of Common Stock available for issuance under\nthe Plan.  If such stockholder approval is not obtained within twelve (12)\nmonths after the date the first such excess issuances are made, then (i) any\nunexercised options granted on the basis of such excess shares shall terminate\nand cease to be outstanding and (ii) the Corporation shall promptly refund to\nthe Optionees the exercise price paid for any excess shares issued under the\nPlan and held in escrow, together with interest (at the applicable Short Term\nFederal Rate) for the period the shares were held in escrow, and such shares\nshall thereupon be automatically canceled and cease to be outstanding.\n\n    IV.   USE OF PROCEEDS\n\n          Any cash proceeds received by the Corporation from the issuance of\nshares of Common Stock under the Plan shall be used for general corporate\npurposes.\n\n     V.   REGULATORY APPROVALS\n\n          A.   The implementation of the Plan, the granting of any stock option\nunder the Plan and the issuance of any shares of Common Stock (i) upon the\nexercise of any granted option or (ii) under the Stock Issuance Program shall\nbe subject to the Corporation's procurement of all approvals and permits\nrequired by regulatory authorities having jurisdiction over the Plan, the stock\noptions granted under it and the shares of Common Stock issued pursuant to it.\n\n          B.   No shares of Common Stock or other assets shall be issued or\ndelivered under the Plan unless and until there shall have been compliance with\nall applicable requirements of Federal and state securities laws, including the\nfiling and effectiveness of the Form S-8 registration statement for the shares\nof Common Stock issuable under the Plan, and all applicable listing require-\nments of any stock exchange (or the Nasdaq Stock Market, if applicable) on\nwhich Common Stock is then listed for trading.\n\n    VI.   NO EMPLOYMENT\/SERVICE RIGHTS\n\n          Nothing in the Plan shall confer upon the Optionee or the Participant\nany right to continue in Service for any period of specific duration or\ninterfere with or otherwise restrict in any way the rights of the Corporation\n(or any Parent or Subsidiary employing or retaining such person) or of the\nOptionee or the Participant, which rights are hereby expressly reserved by\neach, to terminate such person's Service at any time for any reason, with or\nwithout cause.\n\n          IN WITNESS WHEREOF, Alexander &amp; Baldwin, Inc. has caused this Plan\nto be executed by its duly authorized officers effective this 23rd day of\nApril, 1998.\n\n\n                                ALEXANDER &amp; BALDWIN, INC.\n                                \n                                By \/s\/ Miles B. King\n                                   Its Vice President\n                                   \n                                   \n                                By \/s\/ Alyson J. Nakamura\n                                   Its Assistant Secretary\n\n\n\n                                   APPENDIX\n                                   --------\n\n\n          The following definitions shall be in effect under the Plan:\n\n     A.   BOARD shall mean the Corporation's Board of Directors.\n          -----\n\n     B.   CHANGE IN CONTROL shall mean:\n          ------------------\n\n          (i)   a merger or consolidation approved by the Corporation's\n     stockholders in which securities possessing 35% or more of the total\n     combined voting power of the Corporation's outstanding securities are\n     transferred to a person or persons different from the persons holding\n     those securities immediately prior to such transaction,\n\n          (ii)  any approval by the stockholders of the Corporation of a plan\n     of complete liquidation or dissolution of the Corporation, or any\n     sale, transfer or other disposition of all or substantially all of the\n     Corporation's assets, other than a sale, transfer or other disposition\n     by the Corporation of all or substantially all of the Corporation's\n     assets to an entity, at least 75% of the combined voting power of the\n     voting securities of which are owned by stockholders of the Corporation\n     in substantially the same proportions as their ownership of the\n     Corporation immediately prior to such sale, or\n\n          (iii) any other change in control of a nature required to be reported\n     in response to Item 6(e) of Schedule 14A of Regulation 14A under the\n     1934 Act, whether or not the Corporation is at the time required to\n     comply with such Regulation 14A, provided that, without limitation, a\n     change in control shall in all events be deemed to have occurred if\n     (a) any person (as defined in Rule 13d-3 of the 1934 Act) becomes the\n     beneficial owner (within the meaning of Rule 13d-3 of the 1934 Act) of\n     securities possessing 35% or more of the total combined voting power\n     of the Corporation's outstanding securities, or (b) there is a change\n     in the composition of the Board over a period of twenty-four (24)\n     consecutive months or less such that a majority of the Board members\n     ceases to consist of individuals who either (I) have served\n     continuously as Board members since the beginning of such period or\n     (II) have been elected or nominated for election as Board members\n     during such period by a vote of at least two-thirds of the Board\n     members described in clause (I) who were still in office at the time\n     the Board approved such election or nomination, other than, in the\n     case of either (I) or (II) above, a Board member whose initial\n     assumption of office is in connection with an actual or threatened\n     election contest relating to the election of directors of the\n     Corporation.\n\n     C.   CODE shall mean the Internal Revenue Code of 1986, as amended.\n          ----\n\n     D.   COMMON STOCK shall mean the Corporation's common stock.\n          -------------\n\n     E.   CORPORATION shall mean Alexander &amp; Baldwin, Inc., a Hawaii\n          -----------\ncorporation, and its successors.\n\n     F.   DISCRETIONARY OPTION GRANT PROGRAM shall mean the discretionary\n          ----------------------------------\noption grant program in effect under the Plan.\n\n     G.   EMPLOYEE shall mean an individual who is in the employ of the\n          --------\nCorporation (or any Parent or Subsidiary), subject to the control and direction\nof the employer entity as to both the work to be performed and the manner and\nmethod of performance.\n\n     H.   EXERCISE DATE shall mean the date on which the Corporation shall have\n          -------------\nreceived both (i) written notice of the option exercise, and (ii) payment of\nthe option price for the purchased shares.\n\n     I.   FAIR MARKET VALUE per share of Common Stock on any relevant date \n          -----------------\nshall be determined in accordance with the following provisions:\n\n          (i)   If the Common Stock is at the time traded on the Nasdaq\n     National Market, then the Fair Market Value shall be deemed equal to\n     the mean between the highest and lowest selling prices per share of\n     Common Stock on the date in question, as such prices are reported on\n     the Nasdaq National Market or any successor system.  If there are no\n     highest and lowest selling prices for the Common Stock on the date in\n     question, then the Fair Market Value shall be the mean between the\n     highest and lowest selling prices on the last preceding date for which\n     such quotations exist.\n\n          (ii)  If the Common Stock is at the time listed on any Stock\n     Exchange, then the Fair Market Value shall be deemed equal to the mean\n     between the highest and lowest selling prices per share of Common\n     Stock on the date in question on the Stock Exchange determined by the\n     Plan Administrator to be the primary market for the Common Stock, as\n     such prices are officially quoted in the composite tape of\n     transactions on such exchange.  If there are no highest and lowest\n     selling prices for the Common Stock on the date in question, then the\n     Fair Market Value shall be the mean between the highest and lowest\n     selling prices on the last preceding date for which such quotations\n     exist.\n\n     J.   MISCONDUCT shall mean the commission of any act of fraud, \n          ----------\nembezzlement or dishonesty by the Optionee or Participant, any unauthorized\nuse or disclosure by such person of confidential information or trade secrets\nof the Corporation (or any Parent or Subsidiary), or any other intentional\nmisconduct by such person adversely affecting the business or affairs of the\nCorporation (or any Parent or Subsidiary) in a material manner.  The foregoing\ndefinition shall not be deemed to be inclusive of all the acts or omissions\nwhich the Corporation (or any Parent or Subsidiary) may consider as grounds for\nthe dismissal or discharge of any Optionee, Participant or other person in the\nService of the Corporation (or any Parent or Subsidiary).\n\n     K.   1934 ACT shall mean the Securities Exchange Act of 1934, as amended.\n          --------\n\n     L.   OPTIONEE shall mean any person to whom an option is granted under the\n          --------\nDiscretionary Option Grant Program.\n\n     M.   PARENT shall mean any corporation (other than the Corporation) in an\n          ------\nunbroken chain of corporations ending with the Corporation, provided each\ncorporation in the unbroken chain (other than the first corporation) owns, at\nthe time of the determination, stock possessing fifty percent (50%) or more of\nthe total combined voting power of all classes of stock in one of the other\ncorporations in such chain.\n\n     N.   PARTICIPANT shall mean any person who is issued shares of Common \n          -----------\nStock under the Stock Issuance Program.\n\n     O.   PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability\n          --------------------------------------------\nof the Optionee or the Participant to engage in any substantial gainful\nactivity by reason of any medically determinable physical or mental impairment\nexpected to result in death or to be of continuous duration of twelve (12)\nmonths or more.\n\n     P.   PLAN shall mean the Corporation's 1998 Stock Option\/Stock Incentive\n          ----\nPlan, as set forth in this document.\n\n     Q.   PLAN ADMINISTRATOR shall mean the Compensation and Stock Option\n          ------------------\nCommittee acting in its administrative capacity under the Plan.\n\n     R.   SECTION 16 INSIDER shall mean an officer or director of the\n          ------------------\nCorporation subject to the short-swing profit liabilities of Section 16 of the\n1934 Act.\n\n     S.   SERVICE shall mean the performance of services for the Corporation \n          -------\n(or any Parent or Subsidiary) by a person in the capacity of an Employee or a\nnon-employee director of any Subsidiary, except to the extent otherwise\nspecifically provided for by the Plan Administrator in the documents evidencing\nthe option grant or stock issuance or otherwise.\n\n     T.   STOCK EXCHANGE shall mean either the American Stock Exchange, the New\n          --------------\n York Stock Exchange, or any successor exchange.\n\n     U.   STOCK ISSUANCE AGREEMENT shall mean an agreement entered into by the\n          ------------------------\n Corporation and the Participant at the time of issuance of shares of Common\nStock under the Stock Issuance Program.\n\n     V.   STOCK ISSUANCE PROGRAM shall mean the stock issuance program in \n          -----------------------\neffect under the Plan.\n\n     W.   SUBSIDIARY shall mean any corporation (other than the Corporation) in\n          ----------\nan unbroken chain of corporations beginning with the Corporation, provided each\ncorporation (other than the last corporation) in the unbroken chain owns, at\nthe time of the determination, stock possessing fifty percent (50%) or more of\nthe total combined voting power of all classes of stock in one of the other\ncorporations in such chain.  For purposes of options under the Discretionary\nOption Grant Program and direct stock issuances or share right awards under the\nStock Issuance Program, the term 'Subsidiary' shall also include any\npartnership, joint venture or other business entity of which the Corporation\nowns, directly or indirectly through another subsidiary corporation, more than\na fifty percent (50%) interest in voting power, capital or profits.\n\n     X.   TAXES shall mean the Federal, state and local income and employment\n          -----\ntax liabilities incurred by the holder of options in connection with the\nexercise of those options.\n\n     Y.   10% STOCKHOLDER shall mean the owner of stock (as determined under\n          ---------------\nCode Section 424(d)) possessing more than ten percent (10%) of the total\ncombined voting power of all classes of stock of the Corporation (or any Parent\nor Subsidiary).\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6618],"corporate_contracts_industries":[9526],"corporate_contracts_types":[9539,9545],"class_list":["post-38324","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alexander---baldwin-inc","corporate_contracts_industries-transportation__shipping","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38324","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38324"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38324"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38324"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38324"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}