ALEXANDER & BALDWIN, INC.
EXECUTIVE SEVERANCE PLAN
INTRODUCTION
The purpose of the Alexander & Baldwin, Inc. Executive
Severance Plan (the "Plan") is to retain
key employees and to encourage such
employees to use their best business
judgment in managing the affairs of
Alexander & Baldwin, Inc. and its
divisions and subsidiaries (collectively, the
"Company"). Therefore, the Company is
willing to provide the severance benefits
described below to protect these employees
if involuntarily terminated without
cause or laid off from employment as part
of a job elimination/restructuring or
reduction in force. It is further intended
that this Plan will complement other
compensation program components to assure a
sound basis upon which the Company
will retain key employees.
Article 1
Definitions and Exclusions
Whenever used in this Plan, the following words and phrases
shall have the meanings set forth below.
When the defined meaning is intended,
the term is capitalized:
1.1 "Base
Salary" means the total amount of base salary
-----------
payable to the participant at the salary
rate in effect on the last day of the
participant's employment with the Company.
Base Salary does not include bonuses,
reimbursed expenses, credits or benefits
under any plan of deferred compensation
to which the Company contributes, or any
additional cash compensation or
compensation payable in a form other than
cash.
1.2 "Cause"
means termination from employment with the
-----
Company upon:
1.2(a) the
willful and continued failure by the participant
substantially to perform the participant's
duties with the Company (other than
any such failure resulting from the
participant's incapacity due to physical or
mental Disability). For the purposes of
this subparagraph and subparagraph
1.2(b), no act, or failure to act, on the
participant's part shall be considered
"willful" unless done, or omitted to be
done, by the participant not in good
faith and without reasonable belief by the
participant that his/her action or
omission was in the best interest of the
Company; or
1.2(b) the
willful engaging by the participant in conduct
that is demonstrably and materially
injurious to the Company, monetarily or
otherwise.
1.3
"Disability" means the participant's suffering a
----------
sickness, accident or injury that has been
determined by the carrier of any
individual or group disability insurance
policy covering the participant, or by
the Social Security Administration, to be a
disability rendering the participant
totally and permanently disabled. The
participant must submit proof to the Plan
Administrator of the carrier's or Social
Security Administration's determination
upon the request of the Plan
Administrator.
1.4 "Layoff"
means the elimination of a job due to
------
economic reasons, whether or not as part of
job elimination or restructuring,
or as a reduction-in-force affecting one or
more positions. Layoff does not
include resignation from employment or
termination by reason of death,
Disability, or discharge for Cause. A
participant is not considered to have been
laid off, andwill not be entitled to
severance benefits described in Article 3,
if the Plan Administrator determines, in
its discretion, that either the Company
or a purchaser or other successor has
offered comparable employment to the
participant to commence after the
participant's termination, whether or not the
participant accepts the position
offered.
Article 2
Eligibility for Benefits
2.1
Eligibility. To be eligible for Plan benefits,
-----------
employees must serve in a job categorized
as Alexander & Baldwin, Inc. Chief
Executive Officer, Band A, or Band B under
the Company's job evaluation program.
Exceptions (additions or deletions) to the
eligibility requirements can be made
only by the Alexander & Baldwin, Inc.
Chief Executive Officer, with the approval
of the Compensation Committee of the Board
of Directors.
2.2 Benefits.
Except as provided in Section 2.3, if the
--------
Company terminates the participant's
employment involuntarily and without Cause
or because of a Layoff, the Company shall
pay to the participant the severance
benefits described in Section 3.1. A
participant receiving benefits under this
Agreement shall not be eligible for
benefits under Alexander & Baldwin Human
Resources Policy No. 1.08, Matson
Navigation Company (and its wholly owned
subsidiaries) Personnel Policy Bulletin No.
1.08, or any other or successor
separation policy or policies.
2.3 Change in
Control. In the event of a "change in
-----------------
control of the Company," meaning a "Change
in Control Event," as defined in
Internal Revenue Service Notice 2005-1 or
any successor guidance issued by the
Internal Revenue Service, the terms of the
Company's agreement with any
participant concerning a change in control
of the Company, and not this Plan,
shall govern.
2.4 Plan
Administration. Alexander & Baldwin, Inc. shall
-------------------
serve as the Plan Administrator. The Plan
Administrator is responsible for the
general administration and management of
this Plan and shall have all powers and
duties necessary to fulfill its
responsibilities, including, but not limited to,
the discretion to interpret and apply this
Plan and to determine all questions
relating to eligibility for benefits. This
Plan shall be interpreted in
accordance with its terms and their
intended meanings. However, the Plan
Administrator and all plan fiduciaries
shall have the discretion to interpret or
construe ambiguous, unclear, or implied
(but omitted) terms in any fashion they
deem to be appropriate in their sole
discretion, and to make any findings of
fact needed in the administration of this
Plan. The validity of any such
interpretation, construction, decision, or
finding of fact shall not be given de
novo review if challenged in court, by
arbitration, or in any other forum, and
shall be upheld unless clearly arbitrary or
capricious.
Article 3
Severance Benefits
3.1 Type and
Amount of Benefits. If
severance benefits
---------------------------
become payable under this Plan, benefits
shall consist of the following:
3.1(a) Monetary
Payments/Reimbursement. The participant
-------------------------------
shall receive an amount equal to six (6)
months of the participant's Base
Salary, one-twelfth of which shall be
payable monthly for a period of one year,
beginning in the first month following the
date of the participant's
termination. Should the participant execute
(and not revoke) a release agreement
prepa
