A&B EXECUTIVE SURVIVOR/RETIREMENT BENEFIT PLAN
Amended and Restated Effective January 1, 2005
ARTICLE I
ESTABLISHMENT AND PURPOSE
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l.0l Establishment of Plan. Alexander & Baldwin, Inc. established the A&B
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Executive Survivor/Retirement Benefit Plan (the "Plan"), effective
January 1, 1986.
l.02 Purpose of Plan. It is the purpose of the Plan to provide supplemental
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retirement benefits and an optional supplemental death benefit for
certain designated executives of A&B. The Plan is intended to be exempt
from the participation, vesting, funding and fiduciary requirements of
Title I of the Employee Retirement Income Security Act of 1974 because
it provides benefits for a select group of highly compensated
management employees.
ARTICLE II
DEFINITIONS
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2.0l "Actuarial Equivalent" means a form of benefit differing in time,
period, or manner of payment from a specified benefit provided in the
Plan, but having the same present value when determined in accordance
with generally accepted actuarial practices, as more particularly
specified by the definition of the same term in the A&B Retirement
Plan.
2.02 "A&B" means Alexander & Baldwin, Inc., its affiliates, and their
successors.
2.03 "A&B Retirement Plan" means the A&B Retirement Plan for Salaried
Employees, as amended from time to time.
2.04 "Approved Early Retirement Date" means a date which meets each of the
following requirements:
(a) The Participant has attained age 55,
(b) The Participant has at least five Years of Service,
(c) The date has been approved by the Chief Executive Officer of A&B.
2.05 "Base Compensation" means base salary, including amounts deferred under
any deferral plan or arrangement with A&B, but excluding incentive
compensation and all other plans or forms of remuneration.
2.06 "Beneficiary" means the person, persons or entity designated pursuant
to Section 4.10.
2.07 "Board" means the Board of Directors of A&B.
2.08 "Change in Control" means a "Change in Control Event" as defined in
Internal Revenue Service Notice 2005-1 or any successor guidance issued
by the Internal Revenue Service. If a Change in Control shall take
place with respect to any company, a Change in Control shall be deemed
to have taken place with respect to any subsidiary of such company.
2.09 "Code" means the Internal Revenue Code of 1986, as amended.
2.10 "Committee" means the Compensation Committee of the Board.
2.11 "Disabled Participant." "Disabled" means a Participant who is unable to
perform substantially all of the material and substantial duties of her
or his regular position because of accidental bodily injury sustained
or disease originating after the date of such person's designation as a
Participant under this Plan. Notwithstanding the foregoing:
(i) if a Participant has been Disabled for a continuous period of
24 months, the Participant will cease to be considered
Disabled unless he or she is unable to perform any occupation
for which the Participant is or becomes reasonably qualified
by education, training or experience because of such bodily
injury or sickness; and
(ii) a Participant is not Disabled at any time that the Participant
is working for pay or profit at any occupation.
2.12 "Early Retirement Factor" means the reduction factors used to calculate
early retirement benefits under the A&B Retirement Plan for
participants of such plan who retire from active service at or after
attaining age 55.
2.13 "Final Base Compensation" means a Participant's Base Compensation in
effect at the time of the Participant's retirement, termination of
employment, termination of participation, death or disability,
whichever is applicable, computed as an annual amount by multiplying
the then applicable monthly Base Compensation in effect by 12.
2.14 "Immediate Change in Control Benefit" means the benefit described in
subsection 4.08(a).
2.15 "Involuntary Termination Benefit" means the benefit described in
Section 4.05.
2.16 "Normal Retirement Benefit" means ten annual amounts, each equal to the
percentage (which shall be not less than 5% nor greater than 35%) of
the Participant's Final Base Compensation as specified in such
Participant's individual Participating Agreement, payable in monthly
installments.
2.l7 "Normal Retirement Date" means the first day of the month coincident
with or next following the date the Participant attains age 65.
2.18 "Normal Survivor Benefit" means ten annual amounts, each equal to 50%
of the Participant's Final Base Compensation, payable in monthly
installments.
2.19 "Participant" means an employee who meets the conditions set forth in
Section 3.0l.
2.20 "Participation Termination Benefit" means the benefit described in
Section 4.06.
2.21 "Plan" means the plan set forth in this document, as amended from time
to time.
2.22 "Plan Termination Benefit" means the benefit described in Section 4.07.
2.23 "Pre-Retirement Survivor Benefit" means the benefit described in
Section 4.02.
2.24 "Prorated Retirement Benefit" means Normal Retirement Benefit
multiplied by the Proration Factor.
2.25 "Prorated Survivor Benefit" means Normal Survivor Benefit multiplied
by the Proration Factor.
2.26 "Proration Factor" means:
(a) In the case of a Participant who is a Participant in the A&B
1985 Supplemental Executive Retirement Plan, or who was a
former Participant in such plan, the ratio of (i) 300 minus
the number of completed months between the date of calculation
and the Participant's Normal Retirement Date, to (ii) 300.
(b) In the case of all other Participants, the ratio of (i) the
Participant's Years of Service as of the calculation date, to
(ii) the Years of Service the Participant would have earned at
his or her Normal Retirement Date had he or she remained in
employment status until such date.
2.27 "Vested Change in Control Benefit" means the benefit described in
Section 4.08(b).
2.28 "Years of Service" means the number of years and fractions of years
which qualify as Years of Credited Vesting Service as that term is
defined in the A&B Retirement Plan.
ARTICLE III
PARTICIPATION
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3.0l Participation. Participants shall be management or highly compensated
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employees who have been specifically designated as Participants by the
Chief Executive Officer of A&B, who have demonstrated insurability to
the satisfaction of A&B, and who have executed a Participation
Agreement (including a waiver of group life insurance coverage over
$50,000). Participation will begin on the date specified in the
Participation Agreement and shall continue until the earlier of
termination of the Participant's employee status or until a
determination by the Chief Executive Officer of A&B that the
Participant no longer is eligible to participate.
ARTICLE IV
BENEFITS
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4.01 Plan Benefits. A Participant shall be entitled to whichever of the
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benefits provided by Sections 4.02 to 4.09 provides the greatest
benefit. Under no circumstance shall a Participant be entitled to
benefits provided by more than one such Section.
4.02 Pre-Retirement Survivor Benefit. The Beneficiary of a Participant who
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dies before termination of employment shall be entitled to receive a
Pre-Retirement Survivor Benefit consisting of the Normal Survivor
Benefit commencing as soon as practicable after the Participant's
death.
4.03 Normal Retirement Benefit.
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(a) Eligibility. A Participant who meets the following
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requirements shall be entitled to the Normal Retirement
Benefit described in subsection (b) below:
(1) The Participant has completed three years of participation
in the Plan; and
(2) The Participant separates from service on or after his or
her Normal Retirement Date.
(b) Benefit. A Participant's Normal Retirement Benefit shall be
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the benefit in paragraph (2) below unless prior to retirement,
the Participant has applied in writing to receive the benefit
in paragraph (1) below in lieu of the benefit in paragraph (2)
and the Committee has approved such request; provided that no
such request shall become effective until 12 months after the
date it is received by the Committee. If the Participant
should die before the request becomes effective, the benefit
in paragraph (2) below shall be payable. If the Participant
survives until the request becomes effective, the
Participant's Normal Retirement Benefit shall be the benefit
in paragraph (1) below.
(1) The Participant's Normal Survivor Benefit commencing
as soon as practicable after the Participant's death;
provided that no benefit shall be paid before the
Participant's request for this benefit becomes
effective 12 months after it is received by the
Committee as described above.
(2) The Participant's Normal Retirement Benefit
commencing as of the first day of the month following
his or her retirement; provided that in the case of a
Participant who is a "key employee" (as defined in
section 416(i) of the Internal Revenue Code without
regard to paragraph (5) thereof), the Participant's
Normal Retirement Benefit shall be paid no earlier
than six months following the Participant's
separation from service.
4.04 Approved Early Retirement Benefit.
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(a) Eligibility. A Participant who meets the following
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requirements shall be entitled to the Approved Early
Retirement Benefit described in subsection (b) below:
(1) The Participant has completed three years of
participation in the Plan, and
(2) The Participant separates from service on or after
his or her Approved Early Retirement Date and before
his or her Normal Retirement Date.
(b) Benefit. A Participant's Approved Early Retirement Benefit
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shall be the benefit in paragraph (2) below unless prior to
retirement, the Participant has applied in writing to receive
the benefit in paragraph (1) below in lieu of the benefit in
paragraph (2) below and the Committee has approved such
request; provided that no such request shall become effective
until 12 months after the date it is received by the
Committee. If the Participant should die before the request
becomes effective, the benefit in paragraph (2) below shall be
payable. If the Participant survives until the request becomes
effective, the Participant's Approved Early Retirement Benefit
shall be the benefit in paragraph (1) below.
(1) The Participant's Normal Survivor Benefit commencing
as soon as practicable after the Participant's death;
provided that no benefit shall be paid before the
Participant's request for this benefit becomes
effective 12 months after it is received by the
Committee as described above.
(2) The Participant's Normal Retirement Benefit
multiplied by the Early Retirement Factor applicable
at the Participant's age as of his or her Approved
Early Retirement Date and commencing as of the first
day of the month following his or her retirement;
provided that in the case of a Participant who is a
"key employee" (as defined in section 416(i) of the
Internal Revenue Code without regard to paragraph (5)
thereof), the Participant's Approved Early Retirement
Benefit shall be paid no earlier than six months
following the Participant's separation from service.
4.05 Involuntary Termination Benefit.
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(a) Eligibility. A Participant who meets the requirements in
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paragraph (1) and paragraph (2) shall be entitled to the
Involuntary Termination Benefit described in subsection
(b) below:
(1) The Participant has completed three years of
participation in the Plan, and
(2) The Participant separates from service due to
involuntary termination of employment.
(b) Benefit. A Participant's Involuntary Termination Benefit shall
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be a lump sum payment which is the greater of the Actuarial
Equivalent of the benefits defined in paragraph (1) below or
the Actuarial Equivalent of the benefits defined in paragraph
(2) below. The Involuntary Termination Benefit shall be paid
as soon as practicable after the date of the Participant's
involuntary termination; provided that in the case of a
Participant who is a "key employee" (as defined in section
416(i) of the Internal Revenue Code without regard to
paragraph (5) thereof), the Participant's Involuntary
Termination Benefit shall be paid no earlier than six months
following the Participant's separation from service.
(1) The Participant's Prorated Survivor Benefit
determined as of the involuntary termination date and
commencing as soon as practicable after the
Participant's death.
(2) The Participant's Prorated Retirement Benefit
commencing on the Participant's Normal Retirement
Date.
4.06 Participation Termination Benefit.
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(a) Eligibility. A Participant who meets the following
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requirements shall be entitled to the Participation
Termination Benefit described in subsection (b) below:
(1) The Participant has completed three years of
participation in the Plan, and
(2) The Participant's participation in the Plan is
terminated prior to the Participant's termination of
employment or retirement as a result of the
determination by the Chief Executive Officer that the
Participant is no longer eligible to participate in
the Plan.
(b) Benefit. A Participant's Participation Termination Benefit
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shall be the benefit in paragraph (2) below during the
continuation of the Participant's employment. Upon the
Participant's subsequent (voluntary or involuntary) separation
from service, it shall be the benefit in paragraph (2) below
unless the Participant has applied in writing to receive the
benefit in paragraph (1) below in lieu of the benefit in
paragraph (2) below and the Committee has approved such
request; provided that no such request shall become effective
until 12 months after the date it is received by the
Committee. If the Participant should die before the request
becomes effective, the benefit in paragraph (2) below shall
be payable. If the Participant survives until the request
becomes effective, the Participant's Participation Termination
Benefit shall be the benefit in paragraph (1) below.
(1) The Participant's Prorated Survivor Benefit
determined as of the participation termination date
and commencing as soon as practicable after the
Participant's death.
(2) The Participant's Prorated Retirement Benefit
commencing on the Participant's Normal Retirement
Date or Approved Early Retirement Date, provided that
if the benefit commences on an Approved Early
Retirement Date it shall be reduced by the Early
Retirement Factor applicable to the Participant's age
as of his or her Approved Early Retirement Date, and
provided further that in the case of a Participant
who is a "key employee" (as defined in section 416(i)
of the Internal Revenue Code without regard to
paragraph (5) thereof), the Participant's
Participation Termination Benefit shall be paid no
earlier than six months following the Participant's
separation from service.
4.07 Plan Termination Benefit.
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(a) Eligibility. A Participant of the Plan as of the date the Plan
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is terminated by the Committee shall be entitled to the Plan
Termination Benefit described in subsection (b) below.
(b) Benefit. A Participant's Plan Termination Benefit shall be
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the benefit in paragraph (2) below during the continuation
of employment. Upon the Participant's separation from
service, it shall be the benefit in paragraph (2) below
unless prior to separation from service, the Participant has
applied in writing to receive the benefit in paragraph
(1) below in lieu of the benefit in paragraph (2) below and
the Committee has approved such request; provided that no
such request shall become effective until 12 months after the
date it is received by the Committee. If the Participant
should die before the request becomes effective, the benefit
in paragraph (2) below shall be payable. If the Participant
survives until the request becomes effective, the
Participant's Plan Termination Benefit shall be the benefit
in paragraph (1) below.
(1) The Participant's Prorated Survivor Benefit
commencing as soon as practicable after the
Participant's death.
(2) The Participant's Prorated Retirement Benefit
commencing on the first day of the first month that
would have qualified as the Participant's Approved
Early Retirement Date if he or she had remained
employed as a Participant until such date and then
received approval from the CEO for such early
retirement reduced by the Early Retirement Factor
Applicable to the Participant's age as of such
Approved Early Retirement Date; provided that in the
case of a Participant who is a "key employee" (as
defined in section 416(i) of the Internal Revenue
Code without regard to paragraph (5) thereof), the
Participant's Plan Termination Benefit shall be paid
no earlier than six months following the
Participant's separation from service.
4.08 Change in Control Benefits.
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(a) Change in Control of Alexander & Baldwin, Inc. Upon the
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occurrence of a Change in Control, as defined in Section 2.08,
with respect to Alexander & Baldwin, Inc., the provisions of
paragraph (1) below shall apply unless the terms of such
Change in Control provide, as a prerequisite to the
consummation of the Change in Control, that the employer
responsibilities under this Plan are to be assumed by the
successor organization. In such later case, the provisions of
paragraph (2) below shall apply.
(1) The Plan shall immediately and automatically
terminate and each Participant shall become entitled
to an Immediate Change in Control Benefit. The
Immediate Change in Control Benefit shall be a lump
sum payment which is the greater of the Actuarial
Equivalent of the benefits defined in paragraph
(b)(1) below or the Actuarial Equivalent of the
benefits defined in (b)(2). The Immediate Change in
Control Benefit shall be immediately due and shall be
paid within thirty days of such Plan termination.
(2) Each Participant, as defined in this paragraph (2),
shall become entitled to a Vested Change in Control
Benefit. Upon future termination of employment or
retirement, the Participant shall be entitled to the
greater of his or her Vested Change in Control
Benefit or the benefits otherwise provided by any
other benefit section of this Plan. During the
Participant's continuation of employment, a
Participant's Vested Change in Control Benefit shall
be the benefit in paragraph (b)(1) below. Upon the
Participant's termination (voluntary or involuntary)
of employment or retirement, however, the
Participant's Vested Change in Control Benefit shall
be a lump sum payment which is the greater of the
Actuarial Equivalent of benefits defined in paragraph
(b)(1) below, the Actuarial Equivalent of the
benefits defined in paragraph (b)(2) below, and the
Actuarial Equivalent of the benefits defined in
paragraph (b)(3) below.
(b) Benefits.
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(1) The Participant's Normal Survivor Benefit determined
as of the date of the Change in Control commencing as
soon as practicable after the Participant's death.
(2) The Participant's Normal Retirement Benefit
determined as of the date of the Change in Control:
(i) commencing on the first day of the first
month that would have qualified as the
Participant's Approved Early Retirement Date
if he or she had remained employed as a
Participant until such date and then
received approval from the CEO for such
early retirement, and
(ii) reduced by the Early Retirement Factor
Applicable to the Participant's age at the
date the benefit commences.
(3) Benefits provided by any other Section of this Plan.
4.09 Benefits Upon Change in Control of a Subsidiary. Upon the occurrence of
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a Change in Control, as defined in Section 2.08, with respect to a
subsidiary of Alexander & Baldwin, Inc., (i) a Participant who is an
employee of such subsidiary shall be entitled to the lump-sum
equivalent of a Plan Termination Benefit, determined as if the Plan
terminated as of the date of the Change in Control, which shall be
immediately due and shall be paid within thirty days of the Change in
Control, and (ii) the Plan shall immediately and automatically
terminate with respect to such subsidiary unless the terms of such
Change in Control provide, as a prerequisite to the consummation of the
Change in Control, that the employer responsibilities under this Plan
are to be assumed by the successor organization.
4.10 Designation of Beneficiaries. A Participant may file with the
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Administrator on forms provided by the Administrator a written
designation of one or more primary beneficiaries and one or more
contingent beneficiaries to whom benefits otherwise due the Participant
shall be made after the death of the Participant. Such payments will be
divided among the primary beneficiaries who survive the Participant in
such proportion as directed in the written designation. If no primary
beneficiary survives the Participant for 30 days, such payment will be
divided among the contingent beneficiaries who survive the Participant
for 30 days in such proportion as directed in the written designation.
If no primary or contingent beneficiary survives the Participant for 30
days, or if no beneficiary has been designated by the Participant, such
payments will be made to the estate of the Participant.
4.11 Additional Benefits Provisions
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(a) Benefit Agreement. The Administrator shall provide to each
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Participant a form of Participation Agreement which shall set
forth the Participant's acceptance of the benefits provided
under the Plan and the Participant's agreement to be bound by
the terms of the Plan.
(b) Exclusion for Suicide or Self-Inflicted Injury.
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Not-withstanding any other provision of the Plan, no benefits
shall be paid to any Participant or Beneficiary in the event
of the death of the Participant as the result of suicide or
self-inflicted injury within two years of the later of the
date he or she first became a Participant or the date the
Participant executed the Participation Agreement referred to
in subsection 4.05(a).
(c) Leave of Absence. A Participant who is on an approved leave
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of absence with salary, or on an approved leave of absence
without salary for a period of not more than 90 days, shall
be deemed to be a Participant employed by A&B during such
leave of absence. A Participant who is on an approved leave
of absence with salary for a period in excess of six months
shall be deemed to have voluntarily terminated his or her
employment as of the end of the first six months of such leave
of absence, if the Participant does not have a contractual or
statutory right to reemployment. A Participant who is on an
approved leave of absence without salary for a period in
excess of 90 days shall be deemed to have voluntarily
terminated his or her employment as of the end of such 90-day
period, if the Participant does not have a contractual or
statutory right to reemployment.
(d) Disability. A Disabled Participant shall continue to be
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eligible for retirement benefits under the Plan, regardless of
the nonperformance of services for A&B. Failure to return to
employee status at the termination of the Participant's
disabled status shall be deemed a voluntary termination of
employment if the Participant is offered employment in a
position substantially equivalent to the position held by the
Participant at the time his or her disabled status began.
Otherwise, such failure to return to employee status shall be
deemed an involuntary termination of employment.
(e) Termination for Good Cause. Notwithstanding any other
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provision of this Plan, all rights of the Participant, any
Beneficiary, or the rights of their executors or
administrators, or any other person, to receive benefits
under this Plan shall be forfeited if the Participant's
employment with A&B is terminated for Good Cause. For
purposes of this subsection, "Good Cause" means (a) the
willful and continued failure by a Participant to
substantially perform his or her duties with A&B (other than
any such failure resulting from a Participant's incapacity
due to physical or mental illness) or (b) the willful
engaging by the Participant in conduct which is demonstrably
and materially injurious to A&B, monetarily or otherwise.
For purposes of this definition, no act, or failure to act,
shall be considered "willful" unless done, or omitted to be
done, not in good faith and without reasonable belief that
the action or omission was in the best interest of A&B.
(f) Alternative Forms of Benefit. The Board of Directors or the
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Committee in its sole discretion may elect to pay a
Participant's spouse or Beneficiary a lump-sum Actuarial
Equivalent or other form of benefit that it deems appropriate
in lieu of the benefit form otherwise provided.
(g) Withholding. Benefit payments hereunder shall be subject to
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applicable federal, state and local withholding for taxes.
4.12 Group Life Insurance. A&B will maintain for each Participant,
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throughout each Participant's lifetime, group life insurance coverage
in the amount of $50,000. The life insurance benefits payable under
such group life insurance will be in addition to the benefits payable
under the provisions of this plan, and will be in lieu of any life
insurance benefits to which a Participant may otherwise be entitled
under the Alexander & Baldwin, Inc. Retiree Health and Welfare Benefit
Plan.
ARTICLE V
SOURCE OF PAYMENTS
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5.0l Source of Payments. All benefits payable under this Plan shall be
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paid in cash from the general funds of A&B, and no trust account,
escrow, fiduciary relationship or other security arrangement shall be
established to assure payment. No Participant or Beneficiary shall
have any right, title or interest whatsoever in any investments which
A&B may make to aid it in meeting its obligations hereunder. Nothing
contained in this Plan, and no action taken pursuant to its provisions,
shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between A&B and any Participant, any
Beneficiary or a Participant, or any other person. Any amounts
payable under the Plan shall continue for all purposes to be part of
the general assets of A&B and, thus, subject to the claims of A&B's
creditors. A&B shall in no way be restricted with regard to the
control, investment and use of such amounts. To the extent that any
person acquires a right to receive benefits from A&B under this Plan,
such right shall be no greater than, nor different from, the right of
an unsecured general creditor of A&B.
ARTICLE VI
ADMINISTRATION OF THE PLAN
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6.0l Administrator. The Administrator of the A&B Retirement Plan shall be
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the Administrator of this Plan. The Administrator shall have full
authority to administer the Plan. The Administrator shall have all of
the powers granted by the A&B Retirement Plan to the Administrator of
such plan and shall be subject to the same procedures and limitations
of authority.
6.02 Claims Procedure. The Administrator shall employ the claims procedures
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as are applicable under the A&B Retirement Plan.
ARTICLE VII
AMENDMENT AND TERMINATION
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7.0l The right to amend, modify, partially terminate, or completely
terminate this Plan is reserved to the Committee. However, no
amendment, modification or termination shall adversely affect the right
of any Participant or Beneficiary who is receiving benefits under the
Plan at the time of such amendment, modification or termination or who
is entitled to benefits under the provisions of Section 4.06 as a
former Participant of the Plan. The rights of other Participants as of
the date the Plan is terminated shall be determined under the
provisions of Section 4.07.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
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8.01 Benefits Not Assignable. No Participant or Beneficiary, or any other
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person having or claiming to have any interest of any kind or character
in or under this Plan or in any 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 Participant or to any bankruptcy proceedings, creditor claims,
attachment, garnishments, execution, levy or other legal process
against such Participant or his or her property.
8.02 Controlling Law. This Plan shall be construed, administered, and
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governed in all respects in accordance with the laws of the State of
Hawaii.
8.03 Not an Employment Contract. The adoption and maintenance of this Plan
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shall not be deemed to confer on any Participant any right to continue
in the employ of A&B, and shall not be deemed to interfere with the
right of A&B to discharge any person with or without cause or treat any
person without regard to the effect that such treatment might have on
the person as a Participant.
8.04 Binding Agreement. This Plan shall be binding upon and inure to the
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benefit of A&B, its successors and assigns, and the Participants and
their Beneficiaries, heirs, executors, administrators and legal
representatives.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Restatement to be
executed on its behalf by its duly authorized officers this 21st day of June,
2006.
ALEXANDER & BALDWIN, INC.
By /s/ Nelson N. S. Chun
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Its Senior Vice President
By /s/ Alyson J. Nakamura
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Its Secretary