ALEXANDER & BALDWIN, INC.
1998 STOCK OPTION/STOCK INCENTIVE PLAN
I. PURPOSE OF THE PLAN
This 1998 Stock Option/Stock Incentive Plan is intended to promote the interests of Alexander & Baldwin, Inc.,
a Hawaii corporation, by providing eligible persons with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an incentive for them to join and/or remain in
the service of the Corporation.
Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.
II. STRUCTURE OF THE PLAN
A. The Plan is comprised of two separate equity incentive programs:
(i) the Discretionary Option Grant Program (together with the Reload Option Grant Program) under which
eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of
Common Stock at a fixed price per share over their period of Service, and
(ii) the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be
issued shares of Common Stock directly, either through immediate stock issuances or through share right awards,
as a bonus for services rendered the Corporation (or any Parent or Subsidiary) or the attainment of designated
B. The provisions of Articles One and Five shall apply to both equity incentive programs under the Plan and shall
govern the interests of all persons under the Plan.
III. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Compensation and Stock Option Committee (the "Committee")
comprised of two (2) or more Board members appointed by the Board. The Board may from time to time
appoint members to the Committee in substitution for (or in addition to) members previously appointed, and the
Board shall have the authority to fill any and all vacancies on the Committee, however caused. The Committee
acting in its administrative capacity under the Plan shall be herein desi