{"id":38904,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-alexander-amp-baldwin-inc-and-glenn-r.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-alexander-amp-baldwin-inc-and-glenn-r","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-alexander-amp-baldwin-inc-and-glenn-r.html","title":{"rendered":"Employment Agreement &#8211; Alexander &#038; Baldwin Inc. and Glenn R. Rogers"},"content":{"rendered":"<pre>\n                                October 7, 1999\n\n\n\nMr. Glenn R. Rogers\nc\/o Alexander &amp; Baldwin, Inc.\n333 Market Street\nP. O. Box 7452\nSan Francisco, CA  94120\n\nDear Glenn:\n\n     This letter sets forth the agreement between Alexander &amp; Baldwin, Inc.\nand all of its subsidiaries (the  'Company') and you in connection with\nyour resignation and possible retirement from the Company and your general\nrelease of claims.\n\n     1.   Termination of Active Services.  Your active services for the Company\n          ------------------------------\nwill terminate on December 31, 1999.\n\n     2.   Continued Passive Employment.  The Company will continue to employ\n          ----------------------------\nyou through December 31, 2001, or until you obtain other employment, \nwhichever occurs first.  It is understood that your active employment with\nthe Company will cease on December 31, 1999, and your employment from\nJanuary 1, 2000 through December 31, 2001 will be for all purposes a\npassive employment and, therefore, you will not receive any promotions, \nsalary increases, accrued vacation, bonus, or employment benefits, other\nthan those enumerated in this letter agreement, and you will not be required\nto maintain an office or report to the Company or perform any work\nassignments.  The time you are passively employed, however, shall be deemed\nto be credited benefit service under the retirement plan.\n\n     3.   Compensation.  You will remain on the payroll at your current base\n          ------------\nsalary, and during the period of passive employment, you will be paid, by\ndirect deposit, your current monthly base salary, less appropriate\nwithholdings and deductions through December 31, 2001.  These payments will\ninclude all vacation pay, accrued through December 31, 1999.  If you find\nother employment before December 31, 2001, the Company will pay to you a\none-time severance payment equal to the remaining salary payments through\nDecember 31, 2001.  If you should die prior to December 31, 2001, the Company\nwill pay to your designated beneficiary an amount equal to the remaining salary\npayments through December 31, 2001.\n\n     You acknowledge that the payments set forth above constitute payments in\nexcess of any obligation of the Company to pay you any separation or severance\npayment to you and that such excess payments are made to you as an\naccommodation to you as partial consideration for promises you are making\nunder this agreement regarding your separation from the Company.  You\nacknowledge that except for the payments set forth in this letter, you are\nnot entitled to any other severance pay under any Company separation or\nseverance policies and no other severance or separation pay will be paid to\nyou.\n\n     4.   Vacation.  You will accrue vacation benefits through December 31,\n          --------\n1999.  Thereafter, you will not accrue further vacation benefits.  You shall be\ndeemed scheduled on vacation from January 1, 2000 until such time as all of\nyour vacation is exhausted.  (As of October 3, 1999, you have a total of 134\ndays of accrued vacation.)  Thereafter, you will not earn, become entitled to,\nor receive any other vacation pay.\n\n     5.   Car Allowance.  The Company will continue to pay to you a car\n          --------------\nallowance in the same amount as your existing car allowance through December\n31, 2001 or until you find other employment.\n\n     6.   PIIP.  The Company will pay to you any and all amounts owed to you\n          ----\nunder the 1999 One-Year Performance Improvement Incentive Plan (PIIP) and\nthe 1997-1999, 1998-2000, and 1999-2001 cycles under the Three-Year Performance\nImprovement Incentive Plan (PIIP), respectively.  For the 1998-2000 and \n1999-2001 PIIP plan cycles, your awards under these cycles will be pro-rated\nbased upon your service through December 31, 1999.  With these payments, you\nwill have no claim to any other amounts owed under these plans.\n\n     7.   Non-qualified Plans.\n          -------------------\n\n     A.   A&amp;B Excess Benefits Plan.  In lieu of any benefit to which you\n          otherwise would be entitled under the provisions of the A&amp;B Excess\n          Benefits Plan, A&amp;B will pay, using the assumptions stated in\n          subparagraph (a) which follows, a single lump-sum payment to you as\n          soon as practicable after December 31, 2001 equal to the amount\n          defined in paragraph (b) which follows.\n\n               (a)  Solely for the purposes of the calculations in subparagraph\n               (b), it shall be deemed that (i) your service with A&amp;B continued\n               until December 31, 2001, at which time you would be deemed to be\n               retired, (ii) from January 1, 2000 through and including\n               December 31, 2001, your annual base compensation shall be deemed\n               to be $287,500, (iii) your 1999 award under the One-Year\n               Performance Improvement Incentive Plan shall be deemed to be the\n               actual for 1999, and (iv) your annualized award for 2000 and\n               2001 under the One-Year Performance Improvement Incentive Plan\n               shall be deemed to be the average of your awards for 1997, 1998\n               and 1999, rounded to the nearest thousand, further provided that\n               to the extent that your benefit under the A&amp;B Retirement Plan\n               for Salaried Employees is a factor taken into consideration in\n               determining your benefit under the A&amp;B Excess Benefits Plan, the\n               calculation of your benefit under the A&amp;B Retirement Plan for\n               Salaried Employees shall be based on your actual service,\n               termination date and compensation and shall not be affected by\n               any of the assumptions contained in this agreement.\n\n               (b)  The amount determined under this subparagraph0000 shall be\n               the amount that would be payable by the A&amp;B Excess Benefits\n               Plan to you on December 31, 2001 using the assumptions in\n               paragraph (a) and based on the terms of such plan as in\n               effect on the date this agreement is executed, such terms to\n               include the after-tax discount rate, which is 2.50% and all\n               other actuarial factors specified in the plan.\n\n     B.   A&amp;B Executive Survivor\/Retirement Plan.  The amount to which you are\n          entitled under the Executive Survivor\/Retirement Benefit Plan shall\n          be based on the terms of such plan as in effect on the date of this\n          agreement is executed.\n\n     8.   Vesting in PIIP Stock Program.  With regard to awards granted, if\n          -----------------------------\nany, under the Performance Improvement Incentive Plans, upon retirement, you\nwill be fully vested.\n\n     9.   Stock Options.  Effective as of January 1, 2000, The Nonqualified\n          -------------\nStock Option Agreement dated January 27, 1999, between you and the Company\npursuant to the Alexander &amp; Baldwin, Inc. 1998 Stock Option\/Stock Incentive\nPlan and all Stock Option Agreements between you and the Company pursuant to\nthe Alexander &amp; Baldwin, Inc. 1989 Stock Option\/Stock Incentive Plan\n(collectively the 'Stock Agreements') shall be amended to provide for the\nimmediate exercisability of all options for the Optioned Shares (as that term\nis defined in the Stock Agreements), and if you find other employment after\nJanuary  1, 2000, you shall have the right to exercise all outstanding options\nfor a period of up to the earlier of either (a) one (1) year after you start\nsuch other employment, or (b) December 31, 2001, provided that no option\nexercise shall be extended to a date beyond the expiration of the option term.\nIf you do not obtain other employment and retire at the end of your passive\nemployment (January 1, 2002), the terms of the Stock Agreements shall determine\nyour exercisability of the options.  You will not be entitled to receive any\nstock options for 2000 and thereafter.\n\n     10.  Severance Agreement.  The Severance Agreement\/Change of Control\n          --------------------\nAgreement dated April 18, 1995, as it may have been amended and restated, is\nterminated as of December 31, 1999.\n\n     11.  Benefits.  Until the earlier of either December 31, 2001 or that date\n          --------\nupon which you obtain coverage through another source, you will participate\nunder all insured and self-insured benefit plans in which you are currently\nparticipating to the extent coverage or benefits are provided by these plans,\nincluding personal excess liability insurance coverage (umbrella insurance\ncoverage) provided by the Company through a group policy, with one exception.\nBecause you will be on paid leave, you will not be covered by the sick leave\npolicy.  If you remain in passive employment until December 31, 2001, effective\nJanuary 1, 2002, you will be eligible for post-retirement benefits in\naccordance with the terms of the Alexander &amp; Baldwin, Inc. Retiree Health and\nWelfare Benefit Plan.\n\n     12.  401(k).  Your investment in the Company's 401(k) Plan, less the\n          ------\nbalance of any outstanding loans, may, at your option, be left in the Plan or\ndistributed to you in a form available under the terms of the Plan.  You should\nconsult with your tax advisor to discuss the tax consequences of the option\nchosen.\n\n     13.  Confidentiality.  You acknowledge that by reason of your position as\n          ---------------\nExecutive Vice President, Chief Financial Officer and Treasurer, you have had\naccess to information of a confidential or sensitive nature.  You represent\nthat you have held all such information confidential and will continue to do\nso, except as required by subpoena or court process, provided that you give the\nCompany sufficient notice to contest a subpoena or court process.\n\n     It is understood that, with the exception of the announcement of your\nseparation from employment or as required by any laws, rules or regulations,\nthe parties hereto will keep the terms of this agreement confidential.  Without\nlimiting the generality of the foregoing, you specifically agree that you will\nnot disclose information regarding this agreement to any person other than your\nlegal counsel or financial advisor.  You acknowledge that this agreement of\nconfidentiality is a material reason for the Company to enter into this\nagreement.\n\n     14.  Return of Company Materials and Property.  You understand and agree\n          -----------------------------------------\nthat you will turn over to such person as identified by John F. Gasher, all\nCompany files, memoranda, records and other documents, physical or personal\nproperty and keys which you have in your possession by December 31, 1999.\n\n     15.  Complete Release.  As a material inducement to the Company to enter\n          ----------------\ninto this agreement, you hereby irrevocably and unconditionally release, acquit\nand discharge the Company and each of the Company's stockholders, predecessors,\nsuccessors, assigns, agents, directors, officers, employees, representatives,\nattorneys, parent companies, divisions, subsidiaries, affiliates (and agents,\ndirectors, officers, employees, representatives and attorneys of such parent\ncompanies, divisions, subsidiaries, affiliates) (collectively 'Releasees'), or\nany of them, from any and all charges, complaints, claims, liabilities,\nobligations, promises, agreements, controversies, damages, actions, causes of\naction, suits, rights, demands, costs, losses, debts and expenses (including\nattorneys' fees and costs actually incurred) of any nature whatsoever, known or\nunknown, suspected or unsuspected, fixed or contingent ('Claim' or 'Claims')\nwhich you now have, own, hold, or claim to have, claim to own, or claim to\nhold, or which you at any time heretofore had, owned, held or claimed to have,\nclaimed to own, or claimed to hold, or which you at any time hereafter may\nhave, own, hold or claim to have, claim to own, or claim to hold, against each\nor any of the Releasees, including, but not limited to, any arising out of your\nemployment with and\/or separation from the Company, out of an alleged violation\nof an alleged employment agreement, express or implied, any covenants of good\nfaith and fair dealing, express or implied, or any tort, or any legal\nrestrictions on the Company's right to terminate employees, or any federal,\nstate or other governmental statute, regulation or ordinance, including,\nwithout limitation:  (1) Title VII of the Civil Rights Act of 1964 (race,\ncolor, religion, sex and national origin discrimination); (2) 42 U.S.C.\nS1981 (discrimination); (3) 42 U.S.C. SS621-634 (age discrimination);\n(4) 29 U.S.C. S206(d)(1) (equal  pay); (5) the Americans with Disabilities\nAct, 42 U.S.C. S12101, et seq.; and (6) the California Fair Employment and\nHousing Act, California Government Code Sections 12900, et seq. (race, color,\nreligion, sex, national origin, disability). \n\n     16.  Age Release.  You will not institute, cause, authorize or participate\n          -----------\nin any legal action, lawsuit or complaint against the Company on your own\nbehalf or on behalf of others, and no such action will be taken by your spouse,\nchildren, heirs or personal representatives, arising directly or indirectly out\nof your employment with the Company or the actions of its employees, officers,\ndirectors, and all other persons, firms and corporations, and their respective\nheirs, successors, successor corporations, and assigns.  All such persons and\nentitles are released from any and all liabilities for any and all Claims,\nactions, and damages, whether or not now known or existing, arising out of your\nemployment and your retirement from your employment by the Company.  This\nrelease includes, but is not limited to, Claims under all State and Federal\nlaws, and Company policies and documents other than this agreement.  Claims\nunder the Federal Age Discrimination in Employment Act, 29 U.S.C. Sec. 621 et\nsq., as amended, are expressly waived.\n\n     a.   Nothing herein waives any claims or rights which may arise after the\n          date of execution hereof.  The consideration for this release and\n          waiver is agreed to be in addition to anything of value to which you\n          are already entitled.\n\n     b.   You have twenty-one (21) days within which to review and consider\n          this letter.  You may sign this agreement prior to the expiration of\n          the twenty-one (21) day period and, if you do so, you should only do\n          so if the Company has not induced you to waive this period by fraud,\n          misrepresentation, threat to withdraw or alter the offer prior to the\n          expiration of the twenty-one (21) day period or by providing\n          different terms to employees who sign this release prior to the\n          expiration of the twenty-one (21) day period.\n\n     c.   For seven (7) days following the execution of the agreement you have\n          the right to revoke this agreement, and this agreement shall not be\n          effective until that period has expired.\n\n     d.   You have been advised prior to executing the agreement to consult an\n          attorney of your choice and otherwise fully consider the agreement,\n          and acknowledge that you have had ample time to do so.\n\n     17.  Release.  It is expressly agreed that your acceptance of the terms of\n          -------\nthis letter agreement shall constitute your acknowledgment of the Company's\nfull satisfaction of all of your claims, known or unknown, against the Company\nand your express release of the Company with respect to such Claims, whether\narising out of the terms of your employment or otherwise, BY SIGNING THIS\nLETTER OF AGREEMENT, YOU ARE EXPRESSLY WAIVING ANY AND ALL RIGHTS YOU MAY HAVE\nUNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES AS FOLLOWS:\n\n          'A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR\n          DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF\n          EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY\n          AFFECTED HIS SETTLEMENT WITH THE DEBTOR.'\n\n     Notwithstanding the provisions of Section 1542 of the Civil Code, and for\nthe purpose of effectuating this agreement, you understand and agree that you\nare releasing the Company and its officers, agents, employees, insurers, and\nany other entity or person operating on its behalf of all actions, causes of\naction, Claims, or obligations whether known or unknown, and that you cannot\nhereinafter institute or maintain any action, suit or Claim against the\nCompany for anything arising out of your employment, the termination of your\nemployment, or arising out of any incident, matter or conduct in any way\npertaining to the Company occurring at any time up to and including the date\nof the signing of this agreement.\n\n     18.  No Admission.  In connection with all matters relating to this letter\n          ------------\nagreement, neither party admits that it has acted in any way unlawfully as to\nthe other party.  The releases are given for the purpose of making a full,\nfinal and amicable resolution of each party's obligations to the other.\n\n     19.  Arbitration.  Any dispute regarding any aspect of this agreement or\n          -----------\nany act which allegedly has or would violate any provision of this agreement\n('arbitrable dispute') will be submitted to arbitration in Hawaii, before an\nexperienced employment arbitrator licensed to practice law in Hawaii and\nselected in accordance with the rules of the American Arbitration Association\nas the exclusive remedy for such claim or dispute.  Should any party to this\nagreement hereafter institute any legal action or administrative proceeding\nagainst the other with respect to any Claim waived by this agreement or to\npursue any arbitrable dispute by any method other than said arbitration, the\nresponding party shall be entitled to recover from the initiating party all\ndamages, costs, expenses, and attorneys' fees incurred as a result of such\naction.\n\n     20.  Severability, Integration and Modification.  Should any of the\n          ------------------------------------------\nprovisions herein be determined to be invalid, it is agreed that this shall not\naffect the enforceability of other provisions herein.  This agreement is fully\nintegrated, represents the entire understanding of the parties, and there are\nno other agreements, representations, promises or negotiations which have not\nbeen expressly embodied herein.  The parties agree that this agreement may not\nbe amended or modified except by a signed written document.\n\n     21.  Attorneys Fees.  Should either party institute any action or\n          --------------\nproceeding to enforce any provision hereof or for damages by reason of any\nalleged breach of any provision of this agreement, or for a declaration of such\nparty's rights or obligations hereunder or to set aside any provision hereof,\nor for any other judicial remedy, the non-breaching party shall be entitled to\nbe reimbursed for all costs and expenses incurred thereby, including, but not\nlimited to, such amount as the court may adjudge to be reasonable attorneys'\nfees for the services rendered in such action or proceeding.\n\n     22.  Successors.  This agreement shall be binding upon the Company, its\n          ----------\nsuccessors and\/or assigns, and upon you and upon your respective heirs,\nadministrators, representatives, executors, successors and assigns, and shall\ninure to the benefit of each and all of the Releasees, and to their heirs,\nrepresentatives, executors, administrator, successors and assigns.\n\n     23.  Non-admissions Clause.  It is understood and agreed by the parties\n          ---------------------\nhereto that this agreement represents a compromise and settlement between the\nparties hereto, and that nothing contained herein shall be construed as an\nadmission of liability by or on behalf of either party, by whom liability is\nexpressly denied.  The covenants and releases and payments under this Agreement\nshould, therefore, not be construed as an admission of any negligence, strict\nliability, willful conduct, breach of warranty, breach of contract, liability\nor fault of any kind whatsoever by the Company or you.\n\n     24.  Violation of Agreement.  In the event you willfully violate any\n          -----------------------\nprovision of this agreement which causes the Company to suffer harm, the\nCompany will have the right to terminate the agreement without any obligation\nto make further payment to you.\n\n     25.  Entire Agreement.  This agreement contains the entire understanding\n          ----------------\nbetween you and the Company and fully supersedes any and all prior agreements\nor understandings pertaining to the subject matter of this Release.  Each of\nthe parties hereto acknowledges that no party or agent of any party has made\nany promise, representation or warranty whatsoever, either express or implied,\nnot contained in this agreement concerning the subject matter hereof to induce\nany other party to execute this agreement and each of the parties hereto\nacknowledges that it has not executed this agreement in reliance of any such\npromises, representations or warranties not specifically contained in this\nagreement.\n\n     26.  Execution Required.  This agreement shall not be effective unless and\n          ------------------\nuntil you execute and return one of the two originals hereof executed by the\nCompany.  We may revoke the offers contained in this letter agreement and any\nor all of the terms hereof by a writing delivered to you any time prior to the\ntime you execute and deliver this agreement.\n\n     27.  Governing Law.  This agreement shall be deemed to have been entered\n          -------------\ninto in the State of Hawaii and shall be construed and interpreted in\naccordance with the laws of the State of Hawaii.\n\n     28.  Acknowledgment.  You acknowledge that you have read the terms of this\n          --------------\nagreement, that you fully understand its terms and language, that you fully\nunderstand the provisions, that you have been granted adequate time to review\nand consider this agreement with the aid of your personal attorney if you so\ndesire, and that you have signed this agreement as your own free and knowing\nact.  YOU UNDERSTAND AND AGREE THAT THIS AGREEMENT CONTAINS A BROAD GENERAL\nUNEQUIVOCAL RELEASE.\n\n     If the above agreement is satisfactory  to you, please sign and return the\noriginal of this letter to me.  The time limit for acceptance of this agreement\nis twenty-one (21) days from the date of this letter or, in other words, by\nOctober 28, 1999.  A duplicate original of this letter is enclosed for your\nrecords.\n\n                           Sincerely,\n\n                           ALEXANDER &amp; BALDWIN, INC.\n\n                           \/s\/ W. Allen Doane\n\n                           W. Allen Doane\n                           President &amp; Chief Executive Officer\n\n\nI HAVE READ AND I UNDERSTAND THE TERMS OF THIS LETTER AGREEMENT.  I HAVE HAD\nTHE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.  I AGREE AND ACCEPT THE TERMS\nOF THIS AGREEMENT AND UNDERSTAND THAT I AM WAIVING IMPORTANT RIGHTS. I HAVE\nSIGNED THIS AGREEMENT OF MY OWN FREE WILL.\n\n                           \/s\/ Glenn R. Rogers                             \n                           --------------------------------\n                           Glenn R. Rogers\n\n                           Date: October 15, 1999\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":[9539,9544],"class_list":["post-38904","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38904","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=38904"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38904"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38904"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38904"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}