EXHIBIT 10.b.1.(ix)
ALEXANDER & BALDWIN, INC.
1989 STOCK OPTION/STOCK INCENTIVE PLAN
AMENDMENT NO. 3
The Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan (the
"Plan"), as previously amended by Amendment No. 1 executed July 2, 1992 and
Amendment No. 2 executed January 27, 1994, is hereby further amended, effective
as of October 27, 1994, as follows:
1. Article V of the Plan is hereby redesignated as Article VI.
2. A new Article V is hereby added to the Plan to read as follows:
"ARTICLE V
RELOAD OPTION GRANT PROGRAM
TERMS AND CONDITIONS OF RELOAD OPTIONS
A. The Committee shall have full power and authority,
exercisable in its sole discretion either at the time an option is
granted under the Regular Option Grant Program (Article II) or the
Discounted Option Grant Program (Article III), or at any time while
such option remains outstanding, to incorporate into that option the
reload feature described in this Article V. To the extent an option
with such a reload feature is subsequently exercised through the
delivery of previously-acquired shares of Common Stock in payment of
the option price for the shares purchased under that option, and/or
through the delivery of such shares (or the withholding of a portion
of the shares of Common Stock otherwise issuable under that option) in
satisfaction of the withholding tax liability incurred in connection
with such exercise, the Optionee shall automatically be granted, at
the time of such exercise (the "Reload Grant Date"), a new option (the
"Reload Option") to purchase the number of shares of Common Stock so
delivered and/or withheld. The Committee shall have the discretion,
however, to specify in the instrument evidencing the Reload Option
that a Reload Option will not be granted in the event the Optionee
delivers previously-acquired shares or has option shares withheld in
satisfaction of a withholding tax liability. For purposes of this
Article V, the underlying option with such a reload feature shall be
referred to as the "Original Option," and an Original Option may
include any option outstanding under the Plan at the time this
Article V program becomes effective or any option granted under the
Plan after such time.
B. The Committee may, in its sole discretion, provide in the
instrument evidencing the reload feature that no Reload Option shall
be granted in the event the Original Option with such feature is not
exercised before a specified period of time has elapsed after the
grant date of that Original Option.
C. The reload feature and each Reload Option shall each be
evidenced by instruments in such form as the Committee shall from time
to time deem appropriate. However, the terms and provisions of each
Reload Option shall be exactly the same as the terms and provisions of
the Original Option to which such Reload Option relates, except to the
extent otherwise indicated below.
1. Option Price.
a. Unless the Committee specifies otherwise in the
instrument evidencing the reload feature, the option price per share
of the Common Stock purchasable under the Reload Option shall be equal
to the Fair Market Value per share of Common Stock on the Reload Grant
Date. The Committee shall have full power and authority under this
Article V to provide in the instrument evidencing the reload feature
that the Reload Option shall have an exercise price per share that is
up to one hundred fifty percent (150%) of the option price per share
in effect at the time under the Original Option, in the event said
exercise price is greater than the Fair Market Value per share of
Common Stock on the Reload Grant Date.
b. The option price shall become immediately due upon
exercise of the Reload Option and shall be payable in the same form or
forms in which the option price may be paid under the Original Option.
2. No Additional Reload Option. In no event shall any
additional Reload Option be granted in connection with the subsequent
exercise of a Reload Option granted with respect to an Original
Option, whether or not shares of Common Stock are delivered or
withheld in connection with the payment of the option price of that
Reload Option or in satisfaction of the withholding tax liability
incurred in connection with the exercise of that Reload Option.
Accordingly, not more than one Reload Option will be granted per
Original Option.
3. Term of Reload Option. The Reload Option shall have
the same maximum option term and expiration date as the Original
Option to which it relates, subject to earlier termination in
accordance with paragraph 5 of this Section C of Article V.
4. Exercise of Reload Option.
a. The Committee shall specify in the instrument
evidencing the reload feature the period of time which must elapse
following the exercise of the Original Option and other conditions
that must be met before the Reload Option shall become exercisable.
In no event shall the Reload Option become exercisable in whole or in
part within the first six (6) months following the Reload Grant Date,
unless the Committee provides for earlier exercise in the event of the
Optionee's death or disability. Once the period specified by the
Committee has elapsed, the Reload Option shall become immediately
exercisable for all of the shares of Common Stock at the time subject
to the Reload Option.
b. During the lifetime of the Optionee, the Reload
Option shall be exercisable only by the Optionee and shall not be
assignable or transferable by the Optionee otherwise than by will or
by the laws of descent and distribution.
5. Termination of Service. Upon the Optionee's cessation
of Service for any reason while holding one or more outstanding Reload
Options under this Article V, each such Reload Option shall terminate
and cease to be outstanding at the same time the Original Option to
which that Reload Option terminates in connection with such cessation
of Service.
6. Stockholder Rights. The holder of the Reload Option
shall have none of the rights of a stockholder with respect to any
shares covered by the Reload Option until such individual shall have
exercised the Reload Option, paid the option price and satisfied all
other conditions precedent to the issuance of certificates for the
purchased shares.
D. Corporate Transaction/Change in Control.
1. Should a Corporate Transaction or Change in Control (as
such terms are defined in Article II) occur after the Reload Option
has been outstanding for a period of more than six (6) months, then
the Reload Option granted shall immediately become exercisable for one
or more shares of Common Stock at the time subject to that Reload
Option, to the same extent (if any) to which the exercisability of the
Original Option to which the Reload Option relates is accelerated in
connection with such Corporate Transaction or Change in Control.
2. Upon the consummation of the Corporate Transaction,
each outstanding Reload Option shall, to the extent not previously
exercised or assumed by the successor corporation or its parent com
pany, terminate and cease to be outstanding.
3. If the Company is the surviving entity in any merger or
other business combination which does not result in the termination of
outstanding Reload Options under this Article V, then each such
continuing Reload Option shall be appropriately adjusted to apply and
pertain to the number and class of securities which would be issuable,
in consummation of such merger or business combination, to an actual
holder of Common Stock for the same number of shares as are subject to
such Reload Option immediately prior to such merger or business
combination. Appropriate adjustments shall also be made to the option
price per share payable under the Reload Option, provided the
aggregate option price shall remain the same.
4. The grant of Reload Options under this Article V shall
in no way affect the right of the Company to adjust, reclassify,
reorganize or otherwise change its capital or business structure or to
merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.
E. Miscellaneous Provisions.
1. No stock appreciation rights shall be granted in
connection with any Reload Option.
2. The Company's obligation to deliver shares of Common
Stock upon the exercise of Reload Options granted under this Article V
shall be subject to the satisfaction of all applicable Federal, State
and local income and employment tax withholding requirements.
3. To the extent the Optionee has the right to have a
portion of the shares purchased under the Original Option withheld by
the Company in satisfaction of the applicable withholding taxes
incurred in connection with the exercise of the Original Option (or
otherwise to deliver existing shares of Common Stock in satisfaction
of such tax liability), the Optionee shall have the similar right with
respect to the withholding tax liability incurred in connection with
the exercise of the Reload Option, unless the Committee specifies
otherwise in the instrument evidencing the reload feature."
3. Except as modified by this Amendment, all the terms and provisions of
the Alexander & Baldwin, Inc. 1989 Stock Option/Stock Incentive Plan, as
previously modified by Amendments No. 1 and 2, shall continue in full force and
effect.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Amendment
No. 3 to be executed on its behalf by its duly-authorized officers on this 27th
day of October, 1994.
ALEXANDER & BALDWIN, INC.
By /s/ Miles B. King
Its Vice President
By /s/ Alyson J. Nakamura
Its Assistant Secretary