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ALEXANDER & BALDWIN, INC.
2007 INCENTIVE COMPENSATION
PLAN
AMENDMENT NO. 1
The Alexander & Baldwin, Inc. 2007 Incentive
Compensation Plan, effective as of April 26, 2007 (the
“Plan”), is hereby amended, effective June 28, 2007, as
follows:
1. The
last sentence of Section III.A of Article One of the Plan is hereby
deleted, and the following new sentences are added to the end of
such section:
“All Awards to non-employee Board members
(other than pursuant to the Automatic Grant Program) shall be made
by the Compensation Committee (or subcommittee thereof) which shall
at the time of any such Award be comprised solely of independent
directors, as determined in accordance with the governance
standards of the Stock Exchange on which the Common Stock is at the
time primarily traded (the “Independent Directors”). In
addition, any Awards for members of the Compensation Committee
(other than pursuant to the Automatic Grant Program) must be
authorized by a disinterested majority of the Independent
Directors.”
2. Section
I.B.6 of Article Three of the Plan is hereby amended in its
entirety to read as follows:
“6. The Plan
Admini
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