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ALEXANDER & BALDWIN,
INC.
NOTICE OF AWARD OF
PERFORMANCE-BASED RESTRICTED STOCK UNITS
The Corporation
hereby awards to Participant, as of the Award Date indicated below,
an award (the “Award”) of restricted stock units under
the Corporation’s 2007 Incentive Compensation Plan (the
“Plan”). Each restricted stock unit
represents the right to receive one share of Common Stock on the
applicable vesting date of that unit. The number of
shares of Common Stock subject to the awarded restricted stock
units and the applicable performance vesting requirements for those
units and the underlying shares are set forth below. The remaining
terms and conditions governing the Award, including the applicable
service vesting requirements, shall be as set forth in the form
Performance-Based Restricted Stock Unit Award Agreement for Awards
with combined performance and service vesting
requirements.
AWARD SUMMARY
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Number of
Shares Subject to Award:
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The number of
shares of Common Stock issuable pursuant to the Award shall be
determined in accordance with the Vesting Schedule below. For
purposes of the percentage calculations set forth in the
Performance Vesting section of such schedule, the designated number
of shares of Common Stock to be utilized is _____ shares (the
“Designated Shares”).
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The number of
shares of Common Stock which may actually vest and become issuable
pursuant to the Award shall be determined pursuant to a two-step
process: (i) first there shall be calculated the maximum number of
shares of Common Stock in which Participant can vest under the
Performance Vesting section below based upon the actual level at
which each of the Performance Goals specified on attached Schedule
I is attained and (ii) then the number of shares calculated under
clause (i) in which Participant may actually vest shall be
determined on the basis of his or her satisfaction of the
applicable Service vesting requirements set forth in the form
Performance-Based Restricted Stock Unit Award Agreement.
Performance Vesting : Attached Schedule I specifies each
of the Performance Goals established for the Performance Period.
For each Performance Goal, there are three designated levels of
attainment set forth in Schedule I: Threshold, Target and
Extraordinary. The Designated Shares subject to this Award are
hereby allotted to each Performance Goal as follows: (i)
sixty-five percent (65%) of the Designated Shares is allotted to
Performance Goal One set forth in Schedule I, and (ii) the
remaining thirty-five percent (35%) of the Designated Shares is
allotted to Performance Goal Two set forth in Schedule I. Within
sixty (60) days after the completion of the Performance Period, the
Plan Administrator shall determine and certify the actual level of
attainment for each Performance Goal and shall then measure that
level of attainment against the Threshold, Target and Extraordinary
Levels set forth for that Performance Goal in attached Schedule
I. The maximum number of shares of Common Stock in which
Participant can vest based upon the actual level of attainment of
each Performance Goal shall be determined by applying the
corresponding percentage below for that level of
attainment to the number of Designated Shares allotted to that
particular Performance Goal in accordance with forgoing allocation
(the “Allotted Shares”):
Attainment below the Threshold
Level: 0% of the Allotted Shares
Attainment at the Threshold
Level: 50%
of the Allotted Shares
Attainment at the Target
Level:
100% of the Allotted Shares
Attainment at Extraordinary
Level: 200%
of the Allotted Shares
To the extent
the actual level of attainment of a Performance Goal is at a point
between the Threshold and Target Levels, the maximum number of
shares of Common Stock allotted to that Performance Goal in which
Partici
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