Exhibit 10.b.1.(xxiv)
A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDMENT NO. 1
The A&B 1985 Supplemental Executive Retirement Plan, as amended and
restated effective July 1, 1991, is hereby amended, effective February 1, 1995,
as follows:
1. Section 1.02 is hereby amended by replacing the phrase "this plan"
with the phrase "this Plan" throughout.
2. Sections 2.01 through 2.03 are hereby renumbered as Sections 2.03
through 2.05.
3. A new Section 2.01 is hereby added, as follows:
"2.01. '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 practice and the rules
contained in Appendix B of this Plan."
4. A new Section 2.02 is hereby added, as follows:
"2.02. 'Approved Early Retirement Date' means the first day of
any month after the Participant has attained age 55 and prior to his
or her Normal Retirement Date on which the Participant retires with
the approval of the Committee."
5. Section 2.04 is hereby renumbered as Section 2.07.
6. Section 2.05 is hereby renumbered as Section 2.09.
7. Section 2.06 is hereby renumbered as Section 2.11.
8. Section 2.07 is hereby renumbered as Section 2.12, and revised by
deleting the words "Health and Welfare."
9. A new Section 2.06 is hereby added, as follows:
"'Benefit Commencement Age' means the greater of age 55 and the
Participant's age at the date of determination."
10. Section 2.08 is hereby renumbered as Section 2.18.
11. A new Section 2.08 is hereby added, as follows:
"2.08. 'Change in Control' of Alexander & Baldwin, Inc. 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
'Exchange Act'), whether or not Alexander & Baldwin, Inc. 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 sec
tion 2.08, as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) is or becomes the 'beneficial owner' (defined, for
purposes of this section 2.08, as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Alexander &
Baldwin, Inc. representing 35% or more of the combined voting power of
its then outstanding securities; or (ii) during any period of
twenty-four (24) consecutive months, at least a majority of the Board
of Directors ceases to consist of individuals who have served
continuously on such Board since the beginning of such period or whose
election, or nomination for election by shareholders, was approved by
a vote of at least two-thirds of the directors then still in office
who have served continuously on such Board since the beginning of the
period. A 'Change in Control' of a subsidiary of Alexander & Baldwin,
Inc. shall be deemed to have occurred if any 'person' is or becomes
the 'beneficial owner,' directly or indirectly, of securities of such
subsidiary representing 35% or more of the combined voting power of
its then outstanding securities. 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."
12. Section 2.09 is hereby renumbered as Section 2.20.
13. Section 2.10 is hereby deleted in its entirety.
14. A new Section 2.10 is hereby added, as follows:
"2.10 'Early Retirement Factor' means the reduction defined in
Section 4.02(e)."
15. Section 2.11 is hereby renumbered as Section 2.24, and revised in its
entirety as follows:
"2.24. 'Retirement Income' means the amount determined in (a)
below paid in accordance with the provisions of (b) or (c), whichever
is applicable below:
(a) The amount of Retirement Income shall equal the amount
to which the Participant would be entitled as a single life annuity at
his or her Normal Retirement Date under the A&B Retirement Plan deter
mined (i) without regard to limitations imposed by the Internal
Revenue Code, (ii) as if the Participant had 25 years of credited
benefit service, (iii) as if 'Monthly Compensation' as defined in
section 1.20 of the A&B Retirement Plan included in the year earned
the deferred portion of base salary and each bonus awarded under the
Company's One-Year Performance Improvement Incentive Plan and
(iv) with respect to Participants listed in Appendix A to this Plan,
as if the benefit formula in effect on December 31, 1988 under the A&B
Retirement Plan for Salaried Employees had continued in effect
(provided such benefit formula produces a higher benefit than the
formula subsequently in effect).
(b) In the case of a Participant who is not married at the
time a lump sum payment described in Article IV is paid, Retirement
Income shall be deemed payable for the life of the Participant.
(c) In the case of a Participant who is married at the time
a lump sum payment described in Article IV is paid, 100% of Retirement
Income shall be deemed payable for the life of the Participant and 50%
of Retirement Income shall be deemed payable to his or her Surviving
Spouse for life following the death of the Participant."
16. Section 2.12 is hereby renumbered as Section 2.25.
17. A new Section 2.13 is hereby added, as follows:
"2.13 'Immediate Change in Control Benefit' means the benefit
described in subsection 4.06(a)."
18. A new Section 2.14 is hereby added, as follows:
"2.14 'Involuntary Termination Benefit' means the benefit
described in Section 4.03."
19. A new Section 2.15 is hereby added, as follows:
"2.15 'Normal Retirement Benefit' means the benefit described in
Section 4.01."
20. A new Section 2.16 is hereby added, as follows:
"2.16 'Normal Retirement Date' means the first day of the month
coincident with or next following the date the Participant attains age
65."
21. A new Section 2.17 is hereby added, as follows:
"2.17 'Other Benefits' means the sum of:
(1) The benefit payable under the A&B Retirement Plan;
(2) The benefit payable under the defined benefit provisions of
the A&B Excess Benefits Plan; and
(3) Any benefit which the Participant is eligible to receive or
has received from the qualified defined benefit pension plan of
another employer excluding benefits attributable to the Participant's
own contributions."
22. A new Section 2.19 is hereby added, as follows:
"2.19 'Participation Termination Benefit' means the benefit
described in Section 4.04."
23. A new Section 2.21 is hereby added, as follows:
"2.21 'Plan Termination Benefit' means the benefit described in
Section 4.05."
24. A new Section 2.22 is hereby added, as follows:
"2.22 'Preretirement Death Benefit' means the benefit described
in Section 4.07."
25. A new Section 2.23 is hereby added, as follows:
"2.23 'Prorated Retirement Income' means Retirement Income, as
defined in Section 2.24 multiplied by a fraction, the numerator of
which shall be 300 minus the number of months between the date of
determination and the Participant's Normal Retirement Date, and the
denominator of which shall be 300."
26. A new Section 2.26 is hereby added, as follows:
"2.26 'Vested Change in Control Benefit' means the benefit
described in subsection 4.06(b)."
27. A new Section 2.27 is hereby added, as follows:
"2.27 '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."
28. Section 4.00 is hereby revised in its entirety to read as follows:
"4.00. Payment of Benefits. All benefits provided by
Sections 4.01 to 4.07 shall be paid in the form of a lump sum payment
which is the greater of the amounts determined under paragraph (1) and
paragraph (2) below:
(1) An amount which is the Actuarial Equivalent of the
benefit otherwise defined by such Sections.
(2) An amount which is the before-tax equivalent of
the lower of two quotations obtained by the Company from insurance
companies for the cost of a lifetime annuity that provides after-tax
monthly benefits equivalent to those that a Participant would receive
under the Plan if the Plan allowed monthly payments of the benefits
hereunder.
A Participant shall be entitled to whichever of the
benefits provided by Sections 4.01 to 4.06 provides the greatest
benefit, and under no circumstances shall a Participant be entitled to
benefits provided by more than one such Section."
29. Section 4.01 is hereby revised in its entirety to read as follows:
"4.01. Normal Retirement.
(a) Eligibility. A Participant who retires from employment
(i) after completing three years of participation in the Plan and
(ii) on or after his or her Normal Retirement Date shall be entitled
to a Normal Retirement Benefit as described in (b) below.
(b) Amount of Benefit. A Participant's Normal Retirement
Benefit shall equal his or her Retirement Income, reduced by the
Participant's Other Benefits in accordance with rules contained in
Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
Normal Retirement Benefit shall be deemed to commence as of the
Participant's retirement date.
(d) Lump Sum Payment Date. The lump sum payment of the
Normal Retirement Benefit shall be paid as soon as practicable after
the Participant's retirement date."
30. Section 4.02 is hereby revised in its entirety to read as follows:
"4.02. Approved Early Retirement
(a) Eligibility. A Participant who retires from active
service (i) after completing at least three years of participation in
the Plan and (ii) on his or her Approved Early Retirement Date shall
be entitled to an Approved Early Retirement Benefit as described in
(b) below.
(b) Benefit. A Participant's Approved Early Retirement
Benefit shall equal his or her Prorated Retirement Income as of the
Participant's Approved Early Retirement Date reduced by (i) the Early
Retirement Factor applicable at the Participants age at his or her
Approved Early Retirement Date and (ii) further reduced by Other
Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
Approved Early Retirement Benefit shall be deemed to commence as of
the Participant's Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of the
Approved Early Retirement Benefit shall be paid as soon as practicable
after the Participant's Approved Early Retirement Date.
(e) Early Retirement Factor. The 'Early Retirement Factor'
shall be a reduction of .25% for each of the first 24 months between
the date of determination and the first day of the month coincident
with or next following the Participant's 62nd birthday, and an
additional reduction of .50% for each such month in excess of 24
months between such dates."
31. Section 4.03 is hereby renumbered as Section 4.07, and revised in its
entirety to read as follows:
"4.07. Preretirement Death Benefit.
(a) Eligibility. The Surviving Spouse of a Participant or
former Participant described in (A), (B), (C) or (D) below who dies
prior to terminating employment or retiring on or after attaining age
55 shall be entitled to a Preretirement Death Benefit as described in
(b) below.
(A) A Participant.
(B) A former Participant who is entitled to a
Participation Termination Benefit.
(C) a former Participant who is entitled to a Plan
Termination Benefit.
(D) a former Participant who is entitled to a Vested
Change in Control Benefit.
(b) Benefit. A Surviving Spouse's Preretirement Death
Benefit shall equal 50% of the benefit to which the Participant would
have been entitled under whichever of Sections 4.01, 4.02, 4.03, 4.04,
4.05, or 4.06 would have applied if the Participant or former Par
ticipant had terminated employment or retired on the day immediately
prior to his or her death, determined without regard to (i) any
requirement for Committee approval of an Approved Early Retirement
Date, or (ii) any requirement for 3 years of participation. Such
benefit shall be reduced by Other Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Surviving
Spouse's Preretirement Death Benefit shall be deemed to commence as of
the first day of the later of (i) the month following the death of the
Participant and (ii) the month following the month in which the
Participant or former Participant would have attained age 55 and
completed 5-years of service had he or she continued in employment
until such date, and to continue for the life of the Surviving Spouse.
(d) Lump Sum Payment Date. The lump sum payment of the
Surviving Spouse's Preretirement Death Benefit shall be paid as soon
as practicable after the death of the Participant."
32. Section 4.04 is hereby renumbered as Section 4.08, and revised in its
entirety to read as follows:
"4.08. Retiree Health and Welfare Benefits. For purposes of the
A&B Retiree Plan:
(a) Normal Retirement Date. A Participant who is entitled
to a Normal Retirement Benefit shall be deemed to have the greater of
(i) his or her actual Completed Years of Service, and (ii) twenty-five
(25) Completed Years of Service.
(b) Early Retirement Date. A Participant or former
Participant who is entitled to one of the benefits described in
paragraph (1) below shall be deemed to have the rights described in
paragraph (2) below.
(1) The benefits described by this paragraph are:
(A) an Approved Early Retirement Benefit,
(B) a Participation Termination Benefit if such
termination occurs at of after the Participant attained age 55,
(C) a Plan Termination Benefit if such
termination occurs at or after the Participant attained age 55,
(D) a Vested Change in Control Benefit or a prior
Immediate Change in Control Benefit if such Change in Control occurred
at or after the Participant attained age 55.
(2) A Participant who is subject to the provisions of
this paragraph shall automatically become a Participant under the A&B
Retiree Plan, without regard to the age and service requirements in
Article III of the A&B Retiree Plan. For purposes of determining such
Participant's Health Care Contributions under the A&B Retiree Plan,
the number of Completed Years of Service of such Participant shall be
deemed to be equal to 25 years multiplied by the fraction used to
determine such Participant's or former Participant's Prorated
Retirement Income, provided however, that on or after such
Participant's Normal Retirement Date he or she shall be deemed to have
twenty-five (25) Completed Years of Service."
33. A new Section 4.03 is hereby added, as follows:
"4.03. Involuntary Termination of Employment.
(a) Eligibility. A Participant whose employment is
terminated involuntarily after completing at least three years of
participation in the Plan shall be entitled to a Involuntary
Termination Benefit.
(b) Benefit. A Participant's Involuntary Termination
Benefit shall equal his or her Prorated Retirement Income determined
as of the date of the Participant's involuntary termination reduced by
(i) the Early Retirement Factor applicable at the Participant's age
determined as of monthly benefit commencement date determined under
the provisions of subsection (c) below and (ii) further reduced by
Other Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
Involuntary Termination Benefit shall be deemed to commence as of his
or her Normal Retirement Date unless an Approved Early Retirement
Date is approved by the Committee. In such latter case, it shall be
deemed to commence as of the Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of the
Involuntary Termination Benefit shall be paid as soon as practicable
after the involuntary termination of the Participant's employment."
34. A new Section 4.04 is hereby added, as follows:
"4.04. Termination of Participation.
(a) Eligibility. A Participant, with at least three years
of participation, whose position ceases to qualify as an Eligible
Position shall be entitled to a Participation Termination Benefit
described in (b) below.
(b) Benefit. A Participant's Participation Termination
Benefit shall equal his or her Prorated Retirement Income determined
as of the date his or her participation terminates reduced by (i) the
Early Retirement Factor applicable at the Participant's age determined
as of the monthly benefit commencement date determined under the
provisions of subsection (c) below and (ii) further reduced by Other
Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
Participation Termination Benefit shall be deemed to commence as of
his or her Normal Retirement Date unless an Approved Early Retirement
Date is approved by the Committee. In such latter case, it shall be
deemed to commence as of the Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of the
Participation Termination Benefit shall be paid as soon as practicable
after the Participant subsequently terminates employment or retires."
35. A new Section 4.05 is hereby added, as follows:
"4.05. Termination of the Plan.
(a) Eligibility. A Participant of the Plan at the time it
is terminated shall be entitled to a Plan Termination Benefit.
(b) Benefit. A Participant's Plan Termination Benefit
shall equal his or her Prorated Retirement Income determined as of the
date the Plan is terminated reduced by (i) the Early Retirement Factor
applicable at the Participant's age determined as of the monthly
benefit commencement date determined under the provisions of
subsection (c) below and (ii) further reduced by Other Benefits as
provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
Plan Termination Benefit shall be deemed to commence as of his or her
Benefit Commencement Age determined as of the date the Participant
subsequently terminates employment or retires.
(d) Lump Sum Payment Date. The lump sum payment of the Plan
Termination Benefit shall be paid as soon as practicable after the
Participant terminates employment or retires."
36. A new Section 4.06 is hereby added, as follows:
"4.06. Change in Control. Upon the occurrence of a Change in
Control, as defined in Section 2.08, the provisions of subsection (a)
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 the latter case, the provisions of
subsection (b) below shall apply:
(a) Immediate Change in Control Benefit.
(1) Eligibility. The Plan shall immediately and
automatically terminate and each Participant shall be entitled to an
Immediate Change in Control Benefit as described in (2) below.
(2) Benefit. A Participant's Immediate Change in
Control Benefit shall equal his or her Prorated Retirement Income
determined as of the Change in Control date, reduced by (i) the Early
Retirement Factor applicable at the Participant's age determined as of
the monthly benefit commencement date determined under the provisions
of paragraph (3) below, and (ii) further reduced by Other Benefits as
provided in Appendix C.
(3) Monthly Benefit Commencement Date. A
Participant's Immediate Change in Control Benefit shall be deemed to
commence as of his or her Benefit Commencement Age determined as of
the Change in Control Date.
(4) Lump Sum Payment Date. The lump sum payment of the
Immediate Change in Control Benefit shall be immediately due and shall
be paid within thirty days of such Plan termination.
(b) Vested Change in Control Benefit.
(1) Eligibility. Each Participant as of the Change in
Control date shall be entitled to a Vested Change in Control Benefit
as described in (2) below.
(2) Benefit. A Participant's Vested Change in Control
Benefit shall equal his or her Prorated Retirement Income determined
as of the Change in Control date, reduced by (i) the Early Retirement
Factor applicable at the Participant's age determined as of the
monthly benefit commencement date determined under the provisions of
paragraph (3) below, and (ii) further reduced by Other Benefits as
provided in Appendix C.
(3) Monthly Benefit Commencement Date. A
Participant's Vested Change in Control Benefit shall be deemed to
commence as of his or her Benefit Commencement Age determined as of
the date the Participant subsequently terminates employment or
retires.
(4) Lump Sum Payment Date. The lump sum payment of the
Vested Change in Control Benefit shall be paid as soon as practicable after
the Participant terminates employment or retires."
37. Section 6.01 is hereby amended by adding the phrase "voluntarily or"
before the phrase "for Cause" in the first sentence.
38. Section 6.02 is hereby deleted in its entirety.
39. A new Appendix B is hereby added, as follows:
"APPENDIX B
RULES FOR DETERMINING ACTUARIAL EQUIVALENT
When the terms of this Plan require the determination of a lump sum
payment which is the Actuarial Equivalent of any other benefit
provided by this Plan, the following rules shall apply to the
calculation of such lump sum payment:
1. The mortality table used shall be the mortality table then in use
by the A&B Retirement Plan for the purpose of determining lump
sum payments to participants of such plan who are entitled to
such payments.
2. The discount rate shall be the after-tax equivalent of the
discount rate then in use by the A&B Retirement Plan for the
purpose of determining lump sum payments to participants of such
plan who are entitled to such payments. The after-tax equivalent
rate shall be determined by multiplying discount rate in use by
the A&B Retirement Plan by the excess of 100% over the tax
effected marginal tax rate declared by the Committee.
3. The Committee shall declare the tax effected marginal tax rate at
the beginning of each calendar year.
4. The tax effected marginal tax rate shall apply to lump sum
payments made at any time during such calendar year and may not
be changed during the year.
5. The value of the benefit to a Surviving Spouse which is included
in a Participant's Retirement Income shall be included in the
calculation of the lump sum payment to which the Participant is
entitled. Unless stated otherwise, the benefit to the Surviving
Spouse shall be deemed to apply only if the death of the
Participant occurs on or after the date the Retirement Income is
deemed to commence under the terms of the provision giving rise
to the Participant's right to a lump sum payment.
6. If the terms of the Plan provide for a benefit such that if it
were paid as a monthly benefit it could have commenced at more
that one future date, then for purposes of calculating the lump
sum that is the Actuarial Equivalent of such benefit, it shall be
deemed that the benefit would have commenced at the earliest
possible date.
7. The early retirement reduction factors, if any, used to calculate
the lump sum which is the Actuarial Equivalent of the benefit
provided by the provisions of Section 4.06 as a result of a
Change of Control, shall be the factors applicable to
Participants of the A&B Retirement Plan who terminate employment
after attaining eligibility for early retirement regardless of
the Participant's age as of the Change of Control date."
40. A new Appendix C is hereby added, as follows:
"APPENDIX C
RULES FOR THE OFFSET OF BENEFITS
DESCRIBED IN ARTICLE IV
1. Any increase in Other Benefits which occur after termination of
employment or retirement shall not be taken into account.
2. In the case of a Participant who is not married at the time
benefits are deemed to commence under this Plan, Other Benefits
shall be determined as though such payments were made in the form
of a straight life annuity.
3. In the case of a Participant who is married at the time a lump
sum benefit is payable under this Plan, Other Benefits shall be
determined as though such payments were made in the form of joint
and 50% survivor form of payment with his or her spouse
designated as the contingent annuitant.
4. It shall be assumed that Other Benefit payments (whether or not
in payment status) commence under such other plans of the same
date benefits commence under this Plan. In all cases, the
provisions of the A&B Retirement Plan shall be used to determine
the adjustment made to the Other Benefits for commencement prior
to a Participant' Normal Retirement Date or to determine the
equivalent joint and 50% survivor amount."
41. Except as modified by this Amendment, all terms and provisions of the
A&B 1985 Supplemental Executive Retirement Plan shall continue in full force and
effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused its authorized
officers to affix the corporate name and seal hereto this 23rd day of February,
1995.
ALEXANDER & BALDWIN, INC.
By /s/ Miles B. King
Its Vice President
By /s/ Alyson J. Nakamura
Its Assistant Secretary
A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AMENDED AND RESTATED EFFECTIVE FEBRUARY 1, 1995
ARTICLE I
ESTABLISHMENT AND PURPOSE
1.01. ESTABLISHMENT OF PLAN. Alexander & Baldwin, Inc. hereby
establishes, effective January 1, 1986, the A&B 1985 Supplemental Executive
Retirement Plan (the "Plan").
1.02. PURPOSE OF PLAN. It is the purpose of this Plan to enhance
the Company's ability to hire and retain executives by providing a means for the
Company to provide executives selected as participants with retirement benefits
and health and welfare benefits equal to the benefits which they would receive
under the Alexander & Baldwin, Inc. Retirement Plan for Salaried Employees and
the Alexander & Baldwin, Inc. Retiree Health and Welfare Benefit Plan, if
certain changes had been made to those plans. This Plan is intended to be a
nonqualified supplemental retirement plan for a select group of highly
compensated management executives and is exempt from the participation, vesting,
funding and fiduciary requirements of Title I of the Employee Retirement Income
Security Act of 1974.
ARTICLE II
DEFINITIONS
2.01. "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 practice and the rules contained in Appendix B of this Plan.
2.02. "Approved Early Retirement Date" means the first day of any
month after the Participant has attained age 55 and prior to his or her Normal
Retirement Date on which the Participant retires with the approval of the
Committee.
2.03. "A&B" and "Company" mean Alexander & Baldwin, Inc. and its
affiliates and their successors.
2.04. "A&B Retiree Plan" means the Alexander & Baldwin, Inc.
Retiree Health and Welfare Benefit Plan, as amended from time to time.
2.05. "A&B Retirement Plan" means the A&B Retirement Plan for
Salaried Employees, as amended from time to time.
2.06. "Benefit Commencement Age" means the greater of age 55 and
the Participant's age at the date of determination.
2.07. "Board" means the Board of Directors of Alexander & Baldwin,
Inc.
2.08. "Change in Control" of Alexander & Baldwin, Inc. shall mean
a change in control of a nature that would be required to be reported in re
sponse to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), whether or not
Alexander & Baldwin, Inc. 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 2.08, as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) is or becomes the "beneficial owner" (defined, for purposes of this
Section 2.08, as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of Alexander & Baldwin, Inc. representing 35% or more
of the combined voting power of its then outstanding securities; or (ii) during
any period of twenty-four (24) consecutive months, at least a majority of the
Board of Directors ceases to consist of individuals who have served continuously
on such Board since the beginning of such period or whose election, or nomi
nation for election by shareholders, was approved by a vote of at least
two-thirds of the directors then still in office who have served continuously on
such Board since the beginning of the period. A "Change in Control" of a
subsidiary of Alexander & Baldwin, Inc. shall be deemed to have occurred if any
"person" is or becomes the "beneficial owner," directly or indirectly, of
securities of such subsidiary representing 35% or more of the combined voting
power of its then outstanding securities. 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. "Committee" means the Compensation and Stock Option
Committee of the Board.
2.10. "Early Retirement Factor" means the reduction defined in
Section 4.02(e).
2.11. "Eligible Position" means an executive position assigned at
least 1,600 points under the Company's job evaluation program. Exceptions to
the eligibility requirements of this section may be made by the Chief Executive
Officer of Alexander & Baldwin, Inc., with the approval of the Committee.
2.12. "Health Care Contributions" means the contributions paid by
the Company, under Article IV of the A&B Retiree Plan, towards the cost of
premiums for health care insurance coverage.
2.13. "Immediate Change in Control Benefit" means the benefit
described in subsection 4.06(a).
2.14. "Involuntary Termination Benefit" means the benefit
described in Section 4.03.
2.15. "Normal Retirement Benefit" means the benefit described in
Section 4.01.
2.16. "Normal Retirement Date" means the first day of the month
coincident with or next following the date the Participant attains age 65.
2.17. "Other Benefits" means the sum of:
(1) The benefit payable under the A&B Retirement Plan;
(2) The benefit payable under the defined benefit
provisions of the A&B Excess Benefits Plan; and
(3) Any benefit which the Participant is eligible to
receive or has received from the qualified defined benefit pension plan of
another employer excluding benefits attributable to the Participant's own
contributions.
2.18. "Participant" means an executive in an Eligible Position
selected by the Committee pursuant to Section 3.01.
2.19. "Participation Termination Benefit" means the benefit
described in Section 4.04.
2.20. "Plan" means the plan set forth in this document, as amended
from time to time.
2.21. "Plan Termination Benefit" means the benefit described in
Section 4.05.
2.22. "Preretirement Death Benefit" means the benefit described in
Section 4.07.
2.23. "Prorated Retirement Income" means Retirement Income, as
defined in Section 2.24 multiplied by a fraction, the numerator of which shall
be 300 minus the number of months between the date of determination and the
Participant's Normal Retirement Date, and the denominator of which shall be 300.
2.24. "Retirement Income" means the amount determined in (a) below
paid in accordance with the provisions of (b) or (c), whichever is applicable
below:
(a) The amount of Retirement Income shall equal the amount to
which the Participant would be entitled as a single life annuity at his or her
Normal Retirement Date under the A&B Retirement Plan determined (i) without
regard to limitations imposed by the Internal Revenue Code, (ii) as if the Parti
cipant had 25 years of credited benefit service, (iii) as if "Monthly
Compensation" as defined in Section 1.20 of the A&B Retirement Plan included in
the year earned the deferred portion of base salary and each bonus awarded under
the Company's One-Year Performance Improvement Incentive Plan and (iv) with
respect to Participants listed in Appendix A to this Plan, as if the benefit
formula in effect on December 31, 1988 under the A&B Retirement Plan for
Salaried Employees had continued in effect (provided such benefit formula
produces a higher benefit than the formula subsequently in effect).
(b) In the case of a Participant who is not married at the time
a lump sum payment described in Article IV is paid, Retirement Income shall be
deemed payable for the life of the Participant.
(c) In the case of a Participant who is married at the time a
lump sum payment described in Article IV is paid, 100% of Retirement Income
shall be deemed payable for the life of the Participant and 50% of Retirement
Income shall be deemed payable to his or her Surviving Spouse for life following
the death of the Participant.
2.25. "Surviving Spouse" means the spouse of a Participant who
survives the Participant and to whom the Participant was married on the Par
ticipant's retirement date or (if earlier) date of death.
2.26. "Vested Change in Control Benefit" means the benefit
described in subsection 4.06(b).
2.27. "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
ELIGIBILITY AND PARTICIPATION
3.01. PARTICIPATION. A Participant is an executive who holds an
Eligible Position or who is being hired or promoted into an Eligible Position
and who is selected by the Committee to be a Participant. An executive selected
by the Committee shall become a Participant as of the date specified by the Com
mittee and shall remain a Participant until the date upon which the
Participant's employment in an Eligible Position terminates for any reason.
ARTICLE IV
BENEFITS
4.00. PAYMENT OF BENEFITS. All benefits provided by Sections 4.01
to 4.07 shall be paid in the form of a lump sum payment which is the greater of
the amounts determined under paragraph (1) and paragraph (2) below:
(1) An amount which is the Actuarial Equivalent of the
benefit otherwise defined by such Sections.
(2) An amount which is the before-tax equivalent of the
lower of two quotations obtained by the Company from insurance companies for the
cost of a lifetime annuity that provides after-tax monthly benefits equivalent
to those that a Participant would receive under the Plan if the Plan allowed
monthly payments of the benefits hereunder.
A Participant shall be entitled to whichever of the benefits
provided by Sections 4.01 to 4.06 provides the greatest benefit, and under no
circumstances shall a Participant be entitled to benefits provided by more than
one such Section.
4.01. NORMAL RETIREMENT.
(a) ELIGIBILITY. A Participant who retires from employment
(i) after completing three years of participation in the Plan and (ii) on or
after his or her Normal Retirement Date shall be entitled to a Normal Retirement
Benefit as described in (b) below.
(b) AMOUNT OF BENEFIT. A Participant's Normal Retirement
Benefit shall equal his or her Retirement Income, reduced by the Participant's
Other Benefits in accordance with rules contained in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's Normal
Retirement Benefit shall be deemed to commence as of the Participant's
retirement date.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the Normal
Retirement Benefit shall be paid as soon as practicable after the Participant's
retirement date.
4.02. APPROVED EARLY RETIREMENT
(a) ELIGIBILITY. A Participant who retires from active service
(i) after completing at least three years of participation in the Plan and
(ii) on his or her Approved Early Retirement Date shall be entitled to an
Approved Early Retirement Benefit as described in (b) below.
(b) BENEFIT. A Participant's Approved Early Retirement Benefit
shall equal his or her Prorated Retirement Income as of the Participant's
Approved Early Retirement Date reduced by (i) the Early Retirement Factor
applicable at the Participant's age at his or her Approved Early Retirement Date
and (ii) further reduced by Other Benefits as provided in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's Approved
Early Retirement Benefit shall be deemed to commence as of the Participant's
Approved Early Retirement Date.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the
Approved Early Retirement Benefit shall be paid as soon as practicable after the
Participant's Approved Early Retirement Date.
(e) EARLY RETIREMENT FACTOR. The "Early Retirement Factor"
shall be a reduction of .25% for each of the first 24 months between the date of
determination and the first day of the month coincident with or next following
the Participant's 62nd birthday, and an additional reduction of .50% for each
such month in excess of 24 months between such dates.
4.03. INVOLUNTARY TERMINATION OF EMPLOYMENT.
(a) ELIGIBILITY. A Participant whose employment is terminated
involuntarily after completing at least three years of participation in the Plan
shall be entitled to a Involuntary Termination Benefit.
(b) BENEFIT. A Participant's Involuntary Termination Benefit
shall equal his or her Prorated Retirement Income determined as of the date of
the Participant's involuntary termination reduced by (i) the Early Retirement
Factor applicable at the Participant's age determined as of monthly benefit
commencement date determined under the provisions of subsection (c) below and
(ii) further reduced by Other Benefits as provided in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's
Involuntary Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Committee. In such latter case, it shall be deemed to commence as of the
Approved Early Retirement Date.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the Involun-
tary Termination Benefit shall be paid as soon as practicable after the involun-
tary termination of the Participant's employment.
4.04. TERMINATION OF PARTICIPATION.
(a) ELIGIBILITY. A Participant, with at least three years of
participation, whose position ceases to qualify as an Eligible Position shall be
entitled to a Participation Termination Benefit described in (b) below.
(b) BENEFIT. A Participant's Participation Termination Benefit
shall equal his or her Prorated Retirement Income determined as of the date his
or her participation terminates reduced by (i) the Early Retirement Factor
applicable at the Participant's age determined as of the monthly benefit
commencement date determined under the provisions of subsection (c) below and
(ii) further reduced by Other Benefits as provided in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's
Participation Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Committee. In such latter case, it shall be deemed to commence as of the
Approved Early Retirement Date.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the Partici-
pation Termination Benefit shall be paid as soon as practicable after the Parti-
cipant subsequently terminates employment or retires.
4.05. TERMINATION OF THE PLAN.
(a) ELIGIBILITY. A Participant of the Plan at the time it is
terminated shall be entitled to a Plan Termination Benefit.
(b) BENEFIT. A Participant's Plan Termination Benefit shall
equal his or her Prorated Retirement Income determined as of the date the Plan
is terminated reduced by (i) the Early Retirement Factor applicable at the
Participant's age determined as of the monthly benefit commencement date
determined under the provisions of subsection (c) below and (ii) further reduced
by Other Benefits as provided in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's Plan
Termination Benefit shall be deemed to commence as of his or her Benefit
Commencement Age determined as of the date the Participant subsequently
terminates employment or retires.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the Plan
Termination Benefit shall be paid as soon as practicable after the Participant
terminates employment or retires.
4.06. CHANGE IN CONTROL. Upon the occurrence of a Change in
Control, as defined in Section 2.08, the provisions of subsection (a) below
shall apply unless the terms of such Change in Control provide, as a
prerequisite to the consummation of the Change in Con
trol, that the employer responsibilities under this Plan are to be assumed by
the successor organization. In the latter case, the provisions of
subsection (b) below shall apply:
(a) IMMEDIATE CHANGE IN CONTROL BENEFIT.
(1) ELIGIBILITY. The Plan shall immediately and
automatically terminate and each Participant shall be entitled to an Immediate
Change in Control Benefit as described in (2) below.
(2) BENEFIT. A Participant's Immediate Change in Control
Benefit shall equal his or her Prorated Retirement Income determined as of the
Change in Control date, reduced by (i) the Early Retirement Factor applicable at
the Participant's age determined as of the monthly benefit commencement date
determined under the provisions of paragraph (3) below, and (ii) further reduced
by Other Benefits as provided in Appendix C.
(3) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's
Immediate Change in Control Benefit shall be deemed to commence as of his or her
Benefit Commencement Age determined as of the Change in Control Date.
(4) LUMP SUM PAYMENT DATE. The lump sum payment of the
Immediate Change in Control Benefit shall be immediately due and shall be paid
within thirty days of such Plan termination.
(b) VESTED CHANGE IN CONTROL BENEFIT.
(1) ELIGIBILITY. Each Participant as of the Change in
Control date shall be entitled to a Vested Change in Control Benefit as
described in (2) below.
(2) BENEFIT. A Participant's Vested Change in Control
Benefit shall equal his or her Prorated Retirement Income determined as of the
Change in Control date, reduced by (i) the Early Retirement Factor applicable at
the Participant's age determined as of the monthly benefit commencement date
determined under the provisions of paragraph (3) below, and (ii) further reduced
by Other Benefits as provided in Appendix C.
(3) MONTHLY BENEFIT COMMENCEMENT DATE. A Participant's
Vested Change in Control Benefit shall be deemed to commence as of his or her
Benefit Commencement Age determined as of the date the Participant subsequently
terminates employment or retires.
(4) LUMP SUM PAYMENT DATE. The lump sum payment of the
Vested Change in Control Benefit shall be paid as soon as practicable after the
Participant terminates employment or retires.
4.07. PRERETIREMENT DEATH BENEFIT.
(a) ELIGIBILITY. The Surviving Spouse of a Participant or
former Participant described in (A), (B), (C) or (D) below who dies prior to
terminating employment or retiring on or after attaining age 55 shall be
entitled to a Preretirement Death Benefit as described in (b) below.
(A) A Participant.
(B) A former Participant who is entitled to a Participation
Termination Benefit.
(C) a former Participant who is entitled to a Plan
Termination Benefit.
(D) a former Participant who is entitled to a Vested Change
in Control Benefit.
(b) BENEFIT. A Surviving Spouse's Preretirement Death Benefit
shall equal 50% of the benefit to which the Participant would have been entitled
under whichever of Sections 4.01, 4.02, 4.03, 4.04, 4.05, or 4.06 would have
applied if the Participant or former Participant had terminated employment or
retired on the day immediately prior to his or her death, determined without
regard to (i) any requirement for Committee approval of an Approved Early
Retirement Date, or (ii) any requirement for 3 years of participation. Such
benefit shall be reduced by Other Benefits as provided in Appendix C.
(c) MONTHLY BENEFIT COMMENCEMENT DATE. A Surviving Spouse's
Preretirement Death Benefit shall be deemed to commence as of the first day of
the later of (i) the month following the death of the Participant and (ii) the
month following the month in which the Participant or former Participant would
have attained age 55 and completed 5 years of service had he or she continued in
employment until such date, and to continue for the life of the Surviving
Spouse.
(d) LUMP SUM PAYMENT DATE. The lump sum payment of the Survi-
ving Spouse's Preretirement Death Benefit shall be paid as soon as practicable
after the death of the Participant.
4.08. RETIREE HEALTH AND WELFARE BENEFITS. For purposes of the
A&B Retiree Plan:
(a) NORMAL RETIREMENT DATE. A Participant who is entitled to a
Normal Retirement Benefit shall be deemed to have the greater of (i) his or her
actual Completed Years of Service, and (ii) twenty-five (25) Completed Years of
Service.
(b) EARLY RETIREMENT DATE. A Participant or former Participant
who is entitled to one of the benefits described in paragraph (1) below shall be
deemed to have the rights described in paragraph (2) below.
(1) The benefits described by this paragraph are:
(A) an Approved Early Retirement Benefit,
(B) a Participation Termination Benefit if such
termination occurs at of after the Participant attained age 55,
(C) a Plan Termination Benefit if such termination
occurs at or after the Participant attained age 55,
(D) a Vested Change in Control Benefit or a prior
Immediate Change in Control Benefit if such Change in Control occurred at or
after the Participant attained age 55.
(2) A Participant who is subject to the provisions of this
paragraph shall automatically become a Participant under the A&B Retiree Plan,
without regard to the age and service requirements in Article III of the A&B
Retiree Plan. For purposes of determining such Participant's Health Care
Contributions under the A&B Retiree Plan, the number of Completed Years of
Service of such Participant shall be deemed to be equal to 25 years multiplied
by the fraction used to determine such Participant's or former Participant's
Prorated Retirement Income, provided however, that on or after such
Participant's Normal Retirement Date he or she shall be deemed to have twenty-
five (25) Completed Years of Service.
ARTICLE V
SOURCE OF PAYMENTS
5.01. SOURCE OF PAYMENTS. All benefits payable under this Plan
shall be paid in cash from the general funds of the Company, and no trust
account, escrow, fiduciary relationship or other security arrangement shall be
established to assure payment, 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. No
Participant or Participant's Surviving Spouse shall have any right, title or
interest whatsoever in any investments which the Company may make to aid the
Company 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 the Company and
any Participant, any Surviving Spouse, or any other person. To the extent that
any person acquires a right to receive benefits from the Company under this
Plan, such right shall be no greater than, nor different from the right of an
unsecured general creditor of the Company.
ARTICLE VI
FORFEITABILITY
6.01. FORFEITABILITY OF BENEFITS. Notwithstanding any other pro
vision of this Plan, no payment of unpaid benefits shall be made, and all rights
under the Plan of the Participant, Surviving Spouse, the Participant's executors
or administrators, or any other person, to receive benefits under this Plan
shall be forfeited if the Participant's employment with the Company is
terminated voluntarily or for Cause. For the purpose of this Plan, termination
for Cause shall mean termination upon (a) the willful and continued failure by a
Participant to substantially perform his or her duties with the Company (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 the Company, monetarily or
otherwise. For purposes of this paragraph, 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 the Company.
ARTICLE VII
AMENDMENT AND TERMINATION
7.01. AMENDMENT AND TERMINATION. The Committee reserves the right
to amend, modify, partially terminate, or completely terminate the Plan.
However, no amendment, modification or termination shall reduce retroactively
the benefits of any Participant or any Surviving Spouse under the Plan.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
8.01. BENEFITS NOT ASSIGNABLE. No Participant or Surviving
Spouse, or any other 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 Partici
pant 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 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 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. SEVERABILITY. If any provision of this Plan is held invalid
or unenforceable by a court of competent jurisdiction, all remaining provisions
shall continue to be fully effective.
8.05. BINDING AGREEMENT. This Plan shall be binding upon and
inure to the benefit of the Company, its successors and assigns, and the
Participants and their heirs, executors, administrators and legal
representatives.
8.06. ADMINISTRATION OF THE PLAN. The Plan shall be administered
by the Committee, under the authority of the Board. Subject to the express pro
visions of the Plan, the Committee shall have complete authority to interpret
the Plan, to prescribe, amend and rescind regulations relating to its
administration, and to make all other determinations that are necessary in the
course of its administration. All decisions made by the Committee with respect
to the administration of the Plan shall be final and binding on all persons
having an interest in the Plan. The Committee may from time to time delegate
any right, power or duty concerning the operation or administration of the Plan
to one or more committees, individuals or entities.
8.07. ADOPTION BY SUBSIDIARIES. Any subsidiary of Alexander &
Baldwin, Inc. that has adopted the A&B Retirement Plan may adopt this Plan for
the benefit of its employees when one of its employees has been selected as a
Participant by the Committee. Such adoption shall be authorized by a resolution
of the Board of Directors of such subsidiary. In the event of such adoption of
the Plan by a subsidiary of Alexander & Baldwin, Inc. the Committee shall serve
as agent of the subsidiary in administering the Plan. All power to amend,
modify, or terminate the Plan shall continue as the unfettered prerogative of
the Committee.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Restatement to be
executed on its behalf by its duly authorized officers this 23rd day of
February, 1995.
ALEXANDER & BALDWIN, INC.
By /s/ Miles B. King
Its Vice President
By /s/ Alyson J. Nakamura
Its Assistant Secretary
APPENDIX A
PARTICIPANTS REFERRED TO IN
SECTION 2.24
l. R. F. Cameron
2. R. J. Donohue
3. F. L. Fleischmann
4. G. Y. Nakamatsu
5. R. H. Rothman
APPENDIX B
RULES FOR DETERMINING ACTUARIAL EQUIVALENT
When the terms of this Plan require the determination of a lump sum payment
which is the Actuarial Equivalent of any other benefit provided by this Plan,
the following rules shall apply to the calculation of such lump sum payment:
1. The mortality table used shall be the mortality table then in use by the
A&B Retirement Plan for the purpose of determining lump sum payments to
participants of such plan who are entitled to such payments.
2. The discount rate shall be the after-tax equivalent of the discount rate
then in use by the A&B Retirement Plan for the purpose of determining lump
sum payments to participants of such plan who are entitled to such
payments. The after-tax equivalent rate shall be determined by multiplying
discount rate in use by the A&B Retirement Plan by the excess of 100% over
the tax effected marginal tax rate declared by the Committee.
3. The Committee shall declare the tax effected marginal tax rate at the
beginning of each calendar year.
4. The tax effected marginal tax rate shall apply to lump sum payments made at
any time during such calendar year and may not be changed during the year.
5. The value of the benefit to a Surviving Spouse which is included in a
Participant's Retirement Income shall be included in the calculation of the
lump sum payment to which the Participant is entitled. Unless stated
otherwise, the benefit to the Surviving Spouse shall be deemed to apply
only if the death of the Participant occurs on or after the date the
Retirement Income is deemed to commence under the terms of the provision
giving rise to the Participant's right to a lump sum payment.
6. If the terms of the Plan provide for a benefit such that if it were paid as
a monthly benefit it could have commenced at more that one future date,
then for purposes of calculating the lump sum that is the Actuarial
Equivalent of such benefit, it shall be deemed that the benefit would have
commenced at the earliest possible date.
7. The early retirement reduction factors, if any, used to calculate the lump
sum which is the Actuarial Equivalent of the benefit provided by the
provisions of Section 4.06 as a result of a Change of Control, shall be the
factors applicable to Participants of the A&B Retirement Plan who terminate
employment after attaining eligibility for early retirement regardless of
the Participant's age as of the Change of Control date.
APPENDIX C
RULES FOR THE OFFSET OF BENEFITS DESCRIBED IN ARTICLE IV
1. Any increase in Other Benefits which occur after termination of employment
or retirement shall not be taken into account.
2. In the case of a Participant who is not married at the time benefits are
deemed to commence under this Plan, Other Benefits shall be determined as
though such payments were made in the form of a straight life annuity.
3. In the case of a Participant who is married at the time a lump sum benefit
is payable under this Plan, Other Benefits shall be determined as though
such payments were made in the form of joint and 50% survivor form of
payment with his or her spouse designated as the contingent annuitant.
4. It shall be assumed that Other Benefit payments (whether or not in payment
status) commence under such other plans of the same date benefits commence
under this Plan. In all cases, the provisions of the A&B Retirement Plan
shall be used to determine the adjustment made to the Other Benefits for
commencement prior to a Participant' Normal Retirement Date or to determine
the equivalent joint and 50% survivor amount.