A&B DEFERRED COMPENSATION PLAN
FOR OUTSIDE DIRECTORS
(Amended and Restated Effective as of January 1, 2005)
Alexander & Baldwin, Inc. ("A&B") hereby provides Directors of A&B who
are not A&B employees ("Outside Directors") the opportunity to defer payment of
retainer and meeting fees in accordance with the following:
1. Amount Which May Be Deferred. An Outside Director may elect to defer
----------------------------
all or a portion of his/her fees in accordance with the options set forth on the
deferral election form shown as Attachment 1.
2. Period of Deferral. All deferrals shall be until retirement or until
------------------
other termination as a Director of A&B. Once specified, the date(s) for payment
of deferred fees may not be changed.
3. Election to Defer. Election to defer may be made within 30 days
-----------------
following the date an individual first becomes an Outside Director of A&B or
thereafter in December of each year. In December of each year, the Human
Relations Department will send to each Outside Director a deferral election form
as shown by Attachment 1. Elections to defer will remain in effect from one
calendar year to the next until terminated or modified. For an election to be
effective for any calendar year, the form must be executed by the Outside
Director, returned to A&B, and accepted and approved by the Human Relations
Department before the beginning of the calendar year for which the election is
to be effective. An election to defer may be terminated at any time by written
notice to the A&B Human Relations Department.
4. Payout of Deferred Fees. Except as provided otherwise in this
-----------------------
paragraph, deferred fees will be paid to Outside Directors in accordance with
the schedule of payments specified in the deferral election form. Payments will
be made on or about January 15 of the year in which payments are scheduled.
Notwithstanding the foregoing, upon the occurrence of a Change in Control, as
defined hereafter, the Plan shall automatically terminate, and the present value
of the benefit to which each Participant is entitled shall be paid to the
Participant in a single lump sum within thirty (30) days following the Change in
Control. For purposes of this Plan, a "Change in Control" of the Company shall
mean a "Change in Control Event" as defined in Internal Revenue Service Notice
2005-1 or any successor guidance issued by the Internal Revenue Service.
5. Interest on Account Balance. Deferred fees will be credited with
---------------------------
interest, compounded annually, at a per annum rate equal to 1% above the New
York Federal Reserve Bank discount rate in effect on December 31 of each
calendar year.
6. Funding the Deferral Account. Deferred fee accounts will not be
----------------------------
funded. The accounts will be maintained by A&B only as book accounts, and no
trust account, fiduciary relationship, or other security arrangement will be
established, other than, at the option of the Company, an escrow account the
amounts in which remain subject to the claims of the Company's general creditors
in the event of insolvency or bankruptcy. Outside Directors must rely solely on
the general credit of A&B for payment of deferred fees. However, if A&B shall
adopt a funding arrangement for deferred compensation and/or unfunded retirement
benefits, the Company may include this Plan in such arrangement.
7. Designation of Beneficiaries. Each participating Outside Director may
----------------------------
file with A&B a written designation of one or more primary beneficiaries and one
or more contingent beneficiaries to whom payments otherwise due the Outside
Director at the date of his/her death shall be made after the death of the
Outside Director. Such payments will be made in such amounts and at such times
as would have been made to the Outside Director had he/she lived. Such payments
will be divided among the primary beneficiaries who survive the Outside Director
in such proportion as directed in the written designation. If no primary
beneficiary survives the Outside Director, such payment will be divided among
the contingent beneficiaries who survive the Outside Director in such proportion
as directed in the written designation. If no primary or contingent beneficiary
survives the Outside Director or is designated by the Outside Director, such
payments will be made to the estate of the Outside Director. At the discretion
of the Compensation Committee, payments to the estate of the Outside Director
may be made in a lump-sum equal to the full amount of the Outside Director's
deferred fee account. The form of beneficiary designation is shown as
Attachment 2.
8. Inalienability. No Outside Director or beneficiary, or any other
--------------
person having or claiming to have any interest of any kind or character in or
under this Plan or in any of the deferred fees or any part thereof or payment
therefrom shall have the right to sell, assign, transfer, convey, hypothecate,
anticipate, pledge or otherwise dispose of such interest; and to the extent
permitted by law, such interest shall not be subject to any liabilities or
obligations of the Outside Director or to any bankruptcy proceedings, creditor
claims, attachment, garnishments, execution, levy or other legal process against
such Outside Director or his/her property.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this plan to be
executed and its seal to be affixed hereunder by its officers thereunto duly
authorized, effective as of January 1, 2005.
ALEXANDER & BALDWIN, INC.
By /s/ Nelson N. S. Chun
------------------------------
Its Senior Vice President
By /s/ Alyson J. Nakamura
------------------------------
Its Secretary
Attachment 1
------------
A&B DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
DEFERRAL ELECTION
-----------------
(Hawaii)
As a participant in the A&B Deferred Compensation Plan For Outside Directors, I
make the following elections with respect to deferral of director's fees. I
understand that my elections will apply to all future director's fees I may earn
and that my elections will remain in effect until changed or revoked in writing.
1. No Deferral
-----------
[ ] I elect not to defer any of my director's fees.
2. Deferral (for those who did not mark "No Deferral") I elect to defer
payment of all or a portion of my director's fees as indicated below:
Board and Committee
Annual Retainer Fee Meeting Attendance Fees
------------------- -----------------------
50% [ ] [ ]
l00% [ ] [ ]
3. Schedule of Payments (for those who elected "Deferral" above)
--------------------
Please pay me the amount I have elected to defer as follows: In ____
annual installment(s) beginning in the ____ year following my retirement
or other termination.
I understand that all deferred payments are expected to be made on or
about January 15 of the year in which they are scheduled to be made.
I acknowledge that all deferred amounts will be subject to the terms of
the A&B Deferred Compensation Plan For Outside Directors, a copy of
which I have received.
--------------------------------------
Outside Director
State of Hawaii )
) SS:
City and County of Honolulu )
On this _____ day of ________________, 20____, before me appeared
______________________________________, to me known to be the person described
in and who executed the foregoing instrument and acknowledged that he/she
executed the foregoing instrument and acknowledged that he/she executed the same
as his/her free act and deed.
----------------------------------------
Notary Public, State of Hawaii
My Commission Expires: ____________________
Accepted and approved this
_____ day of _____________, 20____
ALEXANDER & BALDWIN, INC.
By _______________________________
Attachment 1 (cont'd.)
A&B DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
DEFERRAL ELECTION
-----------------
(California)
As a participant in the A&B Deferred Compensation Plan For Outside Directors, I
make the following elections with respect to deferral of director's fees. I
understand that my elections will apply to all future director's fees I may earn
and that my elections will remain in effect until changed or revoked in writing.
1. No Deferral
-----------
[ ] I elect not to defer any of my director's fees.
2. Deferral (for those who did not mark "No Deferral") I elect to defer
payment of all or a portion of my director's fees as indicated below:
Board and Committee
Annual Retainer Fee Meeting Attendance Fees
------------------- -----------------------
50% [ ] [ ]
l00% [ ] [ ]
3. Schedule of Payments (for those who elected "Deferral" above)
--------------------
Please pay me the amount I have elected to defer as follows: In ____
annual installment(s) beginning in the ____ year following my retirement
or other termination.
I understand that all deferred payments are expected to be made on or
about January 15 of the year in which they are scheduled to be made.
I acknowledge that all deferred amounts will be subject to the terms of
the A&B Deferred Compensation Plan For Outside Directors, a copy of
which I have received.
--------------------------------------
Outside Director
State of California )
) SS:
County of _________________ )
On this _____ day of ________________, 20____, before me, a Notary
Public in and for the State of California, personally appeared
___________________________, personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to
this instrument, and acknowledged that such person executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County of _________________ the day and year in this certificate
first above written.
----------------------------------------
Notary Public
Accepted and approved this
_____ day of _____________, 20____
ALEXANDER & BALDWIN, INC.
By _______________________________
Attachment 2
------------
A&B DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS
BENEFICIARY DESIGNATION
-----------------------
(please type or print)
________________________________________ _________________________
Outside Director Social Security No.
Last Name, First Name, Middle Initial
Check appropriate box:
[ ] Initial Designation [ ] Beneficiary Change
I hereby designate the following beneficiaries to receive after my death all
payments otherwise due me under the A&B Deferred Compensation Plan For Outside
Directors after the date of my death, in such amounts and at such times as such
payments would have been made to me had I lived (one or more beneficiaries may
be designated):
Primary Beneficiary
- -------------------
Name ______________________________ Relationship _________________
Address ___________________________
___________________________
Contingent Beneficiary
- ----------------------
Name ______________________________ Relationship _________________
Address ___________________________
___________________________
Payment under the Plan shall be made to my Primary Beneficiary unless my Primary
Beneficiary does not survive me for thirty (30) days, in which event payment
shall be made to my Contingent Beneficiary, provided that he or she survives me
for thirty (30) days. This designation shall supersede all previous designations
made by me under the Plan. I reserve the right to change this designation at any
time.
___________________________________ ________________________________
Date Signature of Outside Director
Forward this form to the A&B Human Relations Department, 822 Bishop Street,
Honolulu, Hawaii 96813.
Acknowledged by ______________________________ Date ___________________
A&B Human Relations Dept.