ALEXANDER & BALDWIN, INC.
1998 STOCK OPTION/STOCK INCENTIVE PLAN
AMENDMENT NO. 5
The Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan,
as previously amended (hereinafter the "Plan"), is hereby further amended,
effective as of October 26, 2006, as follows:
1. Paragraph F of Section I ("OPTION TERMS - Transferability of
Options") of Article Two of the Plan is hereby amended in its entirety to read
as follows:
F. Transferability of Options. The following transferability
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provisions shall be applicable to (i) each option granted under the
Plan on or after October 26, 2006 and (ii) each option outstanding
under the Plan on such date, with each such outstanding option to be
hereby amended to incorporate such provisions:
(a) Each such option may be assigned in whole or in
part during the Optionee's lifetime to a revocable living trust
established exclusively for the Optionee or the Optionee and his or her
spouse, to the extent such assignment is in connection with the
Optionee's estate plan. The assigned portion may only be exercised by
the person who acquires a proprietary interest in the option pursuant
to the assignment. The terms applicable to the assigned portion shall
be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents to be executed by
the assignee as the Plan Administrator may deem appropriate.
(b) The Optionee may also designate one or more
persons as the beneficiary or beneficiaries of each such option, and
the option shall, in accordance with such designation, automatically be
transferred to such beneficiary or beneficiaries upon the Optionee's
death while holding that option. Such beneficiary or beneficiaries
shall take the transferred option subject to all the terms and
conditions of the applicable agreement evidencing that option,
including (without limitation) the limited time period during which the
option may be exercised following the Optionee's death.
(c) Except for the limited transferability provided
by the foregoing, an outstanding option under the Plan shall not be
assignable or transferable and shall be exercisable only by the
Optionee during his or her lifetime.
2. There is hereby added to Section I ("TERMS AND CONDITIONS OF RELOAD
OPTIONS") of Article Three of the Plan, new Paragraph C.9 as follows:
9. Transferability of Reload Options. The following
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transferability provisions shall be applicable to (i) each Reload
Option granted under the Plan on or after October 26, 2006 and (ii)
each Reload Option outstanding under the Plan on such date, with each
such outstanding Reload Option to be hereby amended to incorporate such
provisions:
(a) Each such Reload Option may be assigned in whole
or in part during the Optionee's lifetime to a revocable living trust
established exclusively for the Optionee or the Optionee and his or her
spouse, to the extent such assignment is in connection with the
Optionee's estate plan. The assigned portion may only be exercised by
the person who acquires a proprietary interest in the Reload Option
pursuant to the assignment. The terms applicable to the assigned
portion shall be the same as those in effect for the Reload Option
immediately prior to such assignment and shall be set forth in such
documents to be executed by the assignee as the Plan Administrator
deems appropriate.
(b) The Optionee may also designate one or more
persons as the beneficiary or beneficiaries of each such Reload Option,
and the Reload Option shall, in accordance with such designation,
automatically be transferred to such beneficiary or beneficiaries upon
the Optionee's death while holding that option. Such beneficiary or
beneficiaries shall take the transferred Reload Option subject to all
the terms and conditions of the applicable agreement evidencing that
option, including (without limitation) the limited time period during
which the Reload Option may be exercised following the Optionee's
death.
(c) Except for the limited transferability provided
by the foregoing, an outstanding Reload Option under the Plan shall not
be assignable or transferable and shall be exercisable only by the
Optionee during his or her lifetime.
3. Except as modified by this Amendment, all the terms and provisions
of the Alexander & Baldwin, Inc. 1998 Stock Option/Stock Incentive Plan, as
previously amended, 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 26th day of
October, 2006.
ALEXANDER & BALDWIN, INC.
By /s/ Nelson N. S. Chun
Its Senior Vice President
By /s/ Alyson J. Nakamura
Its Secretary