ALEXANDER & BALDWIN, INC.
NON-EMPLOYEE DIRECTOR STOCK RETAINER PLAN
NON-EMPLOYEE DIRECTOR STOCK RETAINER PLAN
I. Purpose
The purpose of the Plan is to provide non-employee members of the Board of Directors (the "Board") of
Alexander & Baldwin, Inc. (the "Company") with shares of the Company's common stock (the "Common
Stock"), as part of their retainer fees, and thereby to make service on the Board more attractive to present and
prospective non-employee directors and to align their interests with those of the Company's shareholders.
II. Stock Subject to Plan
A. The maximum number of shares of Common Stock issuable under this Plan shall not exceed 20,000 shares
(subject to adjustment under paragraph B below). Shares of Common Stock shall be made available for issuance
under this Plan solely and exclusively from Common Stock reacquired by the Company and held as treasury
shares.
B. In the event the outstanding shares of Common Stock are increased or decreased as a result of stock
dividends, stock splits, recapitalizations, reorganizations or other transactions having substantially the same effect,
or if the Common Stock is converted into other shares or securities of the Company or of any other corporation
as a result of merger, consolidation or other re- organization, then appropriate adjustments shall be made to (i)
the class and/or number of shares of capital stock which are issuable under this Plan, and(ii) the class and/or
number of shares of capital stock issuable per non- employee Board member.
III. Eligibility
Each non-employee Board member is eligible to receive shares of Common Stock under this Plan.
IV. Grant of Shares
Following the end of each calendar year, on or about January 15, each individual who served as a non-employee
Board member during that year automatically will be granted 150 fully-vested shares of Common Stock;
provided, however, for any non-employee Board member who did not serve on the Board for the entire calendar
year, the number of shares subject