ALEXANDER & BALDWIN, INC.
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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AMENDMENT NO. 1
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The Alexander & Baldwin, Inc. 1998 Non-Employee Director Stock Option
Plan (hereinafter the "Plan") is hereby amended, effective as of October 25,
2000, as follows:
1. Paragraph A of Section III ("CHANGE IN CONTROL") under Article Two
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of the Plan is hereby amended in its entirety to read as follows:
"A. Each option outstanding at the time of a Change in Control,
as defined below, but not otherwise fully exercisable shall automatically
accelerate so that each such option shall, immediately prior to the
effective date of the Change in Control, become exercisable for all of
the shares of Common Stock at the time subject to that option and may
be exercised for any or all of those shares as fully-vested shares of
Common Stock. A Change in Control shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), whether or not the
Corporation in fact is required to comply with Regulation 14A
thereunder; provided that, without limitation, such a change in
control shall be deemed to have occurred if:
(i) any "person" (defined, for purposes of this
Section III, as such term is used in Sections 13(d) and
14(d) of the 1934 Act) is or becomes the "beneficial owner"
(defined, for purposes of this Section III, as defined in
Rule 13d-3 under the 1934 Act), directly or indirectly, of
securities of the Corporation representing 35% or more of
the combined voting power of the Corporation's then out-
standing 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 Corporation) whose election, or
nomination for election by the Corporation's shareholders,
was approved by a vote of at least two-thirds of the
directors 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
Corporation or any direct or indirect subsidiary of the
Corporation 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
Corporation, the entity surviving such merger or
consolidation or any parent thereof or (b) a merger or
consolidation effected to implement a recapitalization of
the Corporation (or similar transaction) in which no person
is or becomes the beneficial owner, directly or indirectly,
of securities of the Corporation (not including in the
securities beneficially owned by such person any securities
acquired directly from the Corporation or its affiliates)
representing 35% or more of the combined voting power of the
Corporation's then outstanding securities; or
(iv) the stockholders of the Corporation approve a plan of
complete liquidation or dissolution of the Corporation or
there is consummated an agreement for the sale or
disposition by the Corporation of all or substantially all
of the Corporation's assets, other than a sale or disposi-
tion by the Corporation of all or substantially all of the
Corporation's assets to an entity at least a majority of the
board of directors of which or of any parent thereof is
comprised of individuals who comprised the Board immediately
prior to such sale or disposition.
Notwithstanding the foregoing, a Change in Control of the Corporation
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 Corporation
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
Corporation immediately following such transaction or series of
transactions."
2. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1998 Non-Employee Director Stock Option 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