EXHIBIT A
ALEXANDER & BALDWIN,
INC.
EXECUTIVE TIME-BASED RESTRICTED
STOCK UNIT AWARD AGREEMENT
A. The
Corporation has implemented the Plan for the purpose of providing eligible
persons in the Corporation’s service with the opportunity to
participate in one or more cash or equity incentive compensation
programs designed to encourage them to continue their service
relationship with the Corporation.
B. Participant
is to render valuable services to the Corporation (or a Parent or
Subsidiary), and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with
the Corporation’s issuance of shares of Common Stock to
Participant under the Stock Issuance Program.
C. All
capitalized terms in this Agreement shall have the meaning assigned
to them in the attached Appendix A.
NOW, THEREFORE , it is hereby agreed as follows:
1.
Grant of Restricted Stock
Units . The
Corporation hereby awards to Participant, as of the Award Date,
restricted stock units under the Plan. The number of
shares of Common Stock underlying the awarded restricted stock
units and the applicable vesting schedule for those units and the
underlying Shares are set forth in the Award Notice. The
remaining terms and conditions governing the Award shall be as set
forth in this Agreement.
2.
Limited
Transferability . Prior to the actual issuance of the
Shares which vest hereunder, Participant may not transfer any
interest in the restricted stock units subject to the Award or the
underlying Shares or pledge or otherwise hedge the sale of those
units or Shares, including (without limitation) any short sale or
any acquisition or disposition of any put or call option or other
instrument tied to the value of those Shares. However,
any Shares which vest hereunder but otherwise remain unissued at
the time of Participant’s death may be transferred pursuant
to the provisions of Participant’s will or the laws of
inheritance or to Participant’s designated beneficiary or
beneficiaries of this Award. Participant may also direct the
Corporation to record the ownership of any Shares which in fact
vest and become issuable hereunder in the name of a revocable
living trust established for the exclusive benefit of Participant
or Participant and his or her spouse. Participant may make such a
beneficiary designation or ownership directive at any time by
filing the appropriate form with the Plan Administrator or its
designee.
3.
Cessation of
Service .
(a)
Except to the extent otherwise
provided in this Paragraph 3 or Paragraph 5 below, should
Participant cease Service for any reason prior to vesting in one or
more Shares subject to this Award, then the Award shall be
immediately cancelled with respect to those unvested Shares, and
the number of restricted stock units shall be reduced
accordingly. Participant shall thereupon cease to have
any right or entitlement to receive any Shares under those
cancelled units.
(b)
Should Participant’s Service
terminate by reason of his or her death or Permanent Disability
prior to vesting in one or more Shares subject to this Award, then
the restricted stock units shall vest in full upon
Participant’s termination of Service. The Shares
subject to those vested units shall be issued in accordance with
the applicable provisions of Paragraph 7.
(c)
Should Participant’s Service
terminate by reason of his or her Early Retirement or Normal
Retirement prior to vesting in all the Shares subject to this Award
in accordance with the annual installment vesting schedule set
forth in the Award Notice, then Participant shall immediately vest
in that number of additional Shares (if any) in which Participant
would have otherwise been vested at the time of such termination
had the Shares subject to this Award vested in a series of
thirty-six (36) successive equal monthly installments over the
duration of the three (3)-year vesting schedule set forth in Award
Notice. The Shares which are deemed to vest on the basis
of such monthly installment vesting schedule shall, together with
any other Shares which are at the time vested but unissued, be
issued in accordance with the applicable provisions of Paragraph
7. The balance of the Award shall be immediately
cancelled and cease to be outstanding upon such termination of
Service.
4.
Stockholder Rights and Dividend
Equivalents
(a)
The holder of this Award shall not
have any stockholder rights, including voting, dividend or
liquidation rights, with respect to the Shares subject to the Award
until Participant becomes the record holder of those Shares
following their actual issuance upon the Corporation’s
collection of the applicable Withholding Taxes.
(b)
Notwithstanding the foregoing, should
any dividend or other distribution payable other than in shares of
Common Stock, whether regular or extraordinary, be declared and
paid on the Corporation’s outstanding Common Stock in one or
more calendar years during which Shares remain subject to this
Award (i.e., those Shares are not otherwise issued and outstanding
for purposes of entitlement to the dividend or distribution), then
a special book account shall be established for Participant and
credited with a phantom dividend equivalent to the actual dividend
or distribution which would have been paid on those Shares had they
been issued and outstanding and entitled to that dividend or
distribution. The phantom dividend equivalents credited to the
Participant’s book account during a particular calendar year
shall be distributed to Participant (in cash or such other form as
the Plan Administrator may deem appropriate in its sole discretion)
in one or more installments completed prior to the last day of that
calendar year. However, each such distribution shall be subject to
the Corporation’s collection of the Withholding Taxes
applicable to that distribution.
5.
Change in
Control
(a)
This Award, to the extent outstanding
at the time of a Change in Control, may be assumed by the successor
entity or otherwise continued in full force and effect or may be
replaced with a cash retention account established by the successor
entity. Any such assumption or continuation of this
Award shall be effected in accordance with Paragraph 5(b) below.
Any cash retention account established in replacement of this Award
shall initially be credited with the fair market value
(at the effective time of the Change in Control) of
the Shares subject to the Award at that time, and
interest shall accrue on the outstanding balance of such account,
for the period commencing with the closing date of the Change in
Control and continuing through the date of the final payment of the
account, including any deferred payment date under Paragraph 8, at
a variable per annum rate, compounded semi-annually, equal to the
prime rate of interest as in effect from time to time during such
period, as determined on the basis of the prime rate quotations
published in The Wall Street Journal . The
cash retention account shall vest and be paid out in accordance
with the same vesting and payment schedule applicable to the Award,
as set forth in the Award Notice, and the Participant’s
interest in such account shall at all times be that of a general,
unsecured creditor. In the event of such assumption or
continuation of this Award or such replacement of the Award with a
cash retention account, no accelerated vesting of the restricted
stock units subject to this Award or the underlying Shares shall
occur at the time of the Change in Control.
(b)
In the event this Award is assumed or
otherwise continued in effect, the restricted stock units subject
to the Award shall be adjusted immediately after the consummation
of the Change in Control so as to apply to the number and class of
securities into which the Shares subject to those units immediately
prior to the Change in Control would have been converted in
consummation of that Change in Control had those Shares actually
been issued and outstanding at that time. To the extent
the actual holders of the outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change
in Control, the successor corporation (or parent entity)
may, in connection with the assumption or continuation of the
restricted stock units subject to the Award at that time, but
subject to the Plan Administrator’s approval, substitute one
or more shares of its own common stock with a fair market value
equivalent to the cash consideration paid per share of Common Stock
in the Change in Control transaction, provided such common stock is
readily tradable on an established U.S. securities exchange or
market.
(c)
Upon Participant’s Separation
from Service due to an Involuntary Termination occurring within
twenty-four (24) months following the Change in Control in which
this Award is assumed or otherwise continued in effect, all of the
restricted stock units at the time subject to this Award shall
vest, and the Shares underlying those units shall be issued to
Participant in accordance with the applicable provisions of
Paragraph 7. Should the restricted stock units be
replaced with a cash retention account in accordance with Paragraph
5(a), then the balance credited to Participant under that account
at the time of his or her Separation from Service due to an
Involuntary Termination shall immediately vest and shall be
distributed to Participant in accordance with the applicable
provisions of Paragraph 7; provided, however, that
Participant shall vest and be entitled to such distribution only if
such Involuntary Termination occurs within twenty-four (24) months
following the Change in Control.
(d)
If the restricted stock units subject
to this Award at the time of the Change in Control are not assumed
or otherwise continued in effect or replaced with a cash retention
account in accordance with Paragraph 5(a), then those units shall
vest immediately prior to the closing of the Change in Control, and
Participant shall become entitled to a vested distribution in
accordance with the applicable provisions of Paragraph
7.
(e)
This Agreement shall not in any way
affect the right of the Corporation 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.
6.
Adjustment in
Shares . Should any change be made to the
Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares,
spin-off transaction, extraordinary dividend or distribution or
other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should
the value of outstanding shares of Common Stock be substantially
reduced as a result of a spin-off transaction or an extraordinary
dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable adjustments
shall be made by the Plan Administrator to the total number and/or
class of securities issuable pursuant to this Award in order to
reflect such change and thereby prevent a dilution or enlargement
of benefits hereunder. In making such equitable adjustments, the
Plan Administrator shall take into account any amounts credited to
Participant’s book account under Paragraph 4(b) in connection
with the transaction, and the determination of the Plan
Administrator shall be final, binding and conclusive. In
the event of any Change in Control transaction, the adjustment
provisions of Paragraph 5(b) shall be controlling.
7.
Issuance or Distribution of
Shares or Other Vested Amounts.
(a)
The following provisions shall govern
the issuance of the Shares (or any replacement or substitute
amounts under Paragraph 5) which vest in accordance with the
provisions of this Agreement:
(i)
On each Vesting and Issuance Date
specified in the Award Notice, the Shares which vest at that time
or which are otherwise deemed to have vested during the twelve
(12)-month period ending with that date but have not otherwise been
issued in accordance with any other applicable provision of this
Paragraph 7(a) shall be issued.
(ii)
Shares which vest on an accelerated
basis upon the Participant’s cessation of Service under
Paragraph 3(b) or 3(c) or his or her Involuntary Termination under
Paragraph 5(c) shall be issued on the date of Participant’s
Separation from Service due to such cessation of Service or
Involuntary Termination. Any distribution from the cash retention
account to which Participant in entitled under Paragraph 5(c) upon
his or her Involuntary Termination shall be paid in a lump sum on
the date of his or her Separation from Service due to such
Involuntary Termination. However, any issuance or distribution
pursuant to the provisions of this subparagraph (ii) shall be
subject to the deferred issuance provisions of Paragraph 8, to the
extent applicable.
(iii)
Shares which vest under Paragraph
5(d) shall be converted into the right to receive the same
consideration per share of Common Stock payable to the other
stockholders of the Corporation in consummation of the Change in
Control transaction, and such consideration per Share shall be
distributed to Participant upon the earliest to occur
of (i) the Vesting and Issuance Date on which the particular Shares
to which such consideration relates would have been issued in the
absence of such Change in Control, (ii) the date of
Participant’s Separation from Service or (iii) the first date
following a Qualifying Change in Control on which the distribution
can be made without contravention of any applicable provisions of
Code Section 409A.
(iv)
To the extent the consideration
payable per share of Common Stock in the Change in Control is in
the form of cash, a fully-vested cash retention account shall be
established by the successor entity at the time of such Change in
Control. Such account shall be credited with the cash
consideration payable for the Shares, and interest shall accrue on
the outstanding balance of that account, for the period commencing
with the closing date of the Change in Control and continuing
through the date of the final payment of the account, including any
deferred payment date under Paragraph 8, at a variable per annum
rate, compounded semi-annually, equal to the prime rate of interest
as in effect from time to time during such period, as determined on
the basis of the prime rate quotations published in The Wall
Street Journal . The cash retention account, together with
all accrued interest thereon through the actual payment date, shall
be distributed in accordance with the same distribution provisions
in effect under Paragraph 7(a)(iii), and the
Participant’s interest in the account shall at all times be
that of a general, unsecured creditor.
(v)
Any issuance or
distribution to be made pursuant to the preceding provisions of
this Paragraph 7(a) shall be made on the designated issuance or
distribution date or as soon as administratively practicable
thereafter. In no event, however, shall such issuance or
distribution be made later than the fifteenth (15th) day of the
third (3rd
