ALEXANDER & BALDWIN, INC.
1989 STOCK OPTION/STOCK INCENTIVE PLAN
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AMENDMENT NO. 4
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The Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan (the
"Plan") is hereby amended, effective as of October 25, 2000, as follows:
1. Subparagraphs D of the "CORPORATE TRANSACTION/CHANGE IN CONTROL"
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sections under Articles II and III of the Plan are hereby amended by replacing
clauses (i) and (ii) thereof with the following:
"(i) any "person" (defined as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "bene-
ficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 35%
or more of the combined voting power of the Company's then outstanding
securities;
(ii) at least a majority of the Board ceases to consist of
(a) individuals who have served continuously on the Board since
January 1, 2000 and (b) new directors (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company)
whose election, or nomination for election by the Company's share-
holders, was approved by a vote of at least two-thirds of the direc-
tors then still in office who shall at that time have served
continuously on the Board since January 1, 2000 or whose election or
nomination was previously so approved;
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other entity, other than (a) a merger or consolidation immediately
following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or consolidation or
any parent thereof or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction)
in which no person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired
directly from the Company or its affiliates) representing 35% or more
of the combined voting power of the Company's then outstanding securi-
ties; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity at least a majority of the board of
directors of which or of any parent thereof is comprised of indi-
viduals who comprised the Board immediately prior to such sale or
disposition;"
2. Subparagraphs D of the "CORPORATE TRANSACTION/CHANGE IN CONTROL"
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sections under Articles II and III of the Plan are hereby further amended by
adding the following sentence to the end thereof:
"Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately
following which the holders of the common stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions."
3. Subparagraph A.3.c. of the "Corporate Transaction/
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Change in Control" section under Article IV of the Plan is hereby amended by
replacing clauses (i) and (ii) thereof with the following:
"(i) any "person" (defined as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "bene-
ficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 35%
or more of the combined voting power of the Company's then outstanding
securities;
(ii) at least a majority of the Board ceases to consist of
(a) individuals who have served continuously on the Board since
January 1, 2000 and (b) new directors (other than a director whose
initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company)
whose election, or nomination for election by the Company's share-
holders, was approved by a vote of at least two-thirds of the direc-
tors then still in office who shall at that time have served
continuously on the Board since January 1, 2000 or whose election or
nomination was previously so approved;
(iii) there is consummated a merger or consolidation of the
Company or any direct or indirect subsidiary of the Company with any
other entity, other than (a) a merger or consolidation immediately
following which the individuals who comprise the Board immediately
prior thereto constitute at least a majority of the board of directors
of the Company, the entity surviving such merger or consolidation or
any parent thereof or (b) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction)
in which no person is or becomes the beneficial owner, directly or
indirectly, of securities of the Company (not including in the
securities beneficially owned by such person any securities acquired
directly from the Company or its affiliates) representing 35% or more
of the combined voting power of the Company's then outstanding securi-
ties; or
(iv) the stockholders of the Company approve a plan of
complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of
all or substantially all of the Company's assets, other than a sale or
disposition by the Company of all or substantially all of the
Company's assets to an entity at least a majority of the board of
directors of which or of any parent thereof is comprised of indi-
viduals who comprised the Board immediately prior to such sale or
disposition.
Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately
following which the holders of the common stock of the Company
immediately prior to such transaction or series of transactions
continue to have substantially the same proportionate ownership in an
entity which owns all or substantially all of the assets of the
Company immediately following such transaction or series of
transactions."
4. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan shall
continue in full force and effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this
Amendment to be executed on its behalf by its duly-authorized officers on this
25th day of October, 2000.
ALEXANDER & BALDWIN, INC.
By /s/ John F. Gasher
Its Vice President
By /s/ Alyson J. Nakamura
Its Secretary