ALEXANDER & BALDWIN, INC.
RESTRICTED STOCK ISSUANCE AGREEMENT
AGREEMENT made as of ________, 20__, by and between ALEXANDER & BALDWIN, INC., a Hawaii
corporation (the "Corporation"), and ________________ (the "Participant").
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the
Corporation's 1998 Stock Option/Stock Incentive Plan, as amended (the "Plan").
A. ISSUANCE OF SHARES
1. Issuance. In consideration for Services and as an incentive to remain in the Service of the Corporation (or any
Parent or Subsidiary), the Participant shall be issued _________ shares (the "Issued Shares") of common stock
of the Corporation (the "Common Stock") pursuant to the provisions of the Stock Issuance Program of the Plan.
The Issued Shares shall be unvested and subject to the Service vesting requirements set forth in Paragraphs C.1
and C.4 hereof. To the extent such vesting requirements are not satisfied, the Issued Shares shall be subject to
cancellation under the terms described in Paragraph C.2 hereof.
2. Stockholder Rights. Except to the extent all or a portion of the Issued Shares are cancelled pursuant to the
provisions of Paragraph C.2 hereof, the Participant shall have all the rights of a stockholder (including voting,
dividend and liquidation rights) with respect to the Issued Shares, subject, however, to the restrictions and
conditions of this Agreement.
3. Escrow. The Corporation shall hold the Issued Shares in escrow until those shares have vested in accordance
with the vesting provisions of Paragraphs C.1 and C.4 hereof. The Issued Shares which so vest shall be released
from escrow, subject to the Corporation's collection of the applicable Withholding Taxes in accordance with
Section D hereof. For purposes of this Agreement, the Withholding Taxes mean the minimum federal, state and
local income taxes and the employee portion of the federal, state and local employment taxes (including FICA
taxes) required to be withheld by the Cor