ALEXANDER & BALDWIN, INC.
PERFORMANCE-BASED RESTRICTED STOCK ISSUANCE AGREEMENT
AGREEMENT made as of ________, 20__ (the "Award Date"), by and
between ALEXANDER & BALDWIN, INC., a
Hawaii corporation (the "Corporation"), and ______________ (the "Participant").
All capitalized terms in this Agreement, to the extent not otherwise expressly defined herein, shall have the
meaning assigned to them in the Corporation's 1998 Stock Option/Stock Incentive Plan, as amended (the
A. ISSUANCE OF SHARES
1. Issuance. The Participant is hereby issued _____ shares (the "Issued Shares") of common stock of the
Corporation (the "Common Stock") pursuant to the provisions of the Stock Issuance Program in effect under the
Plan. The Issued Shares shall be unvested and subject to both the performance vesting and Service vesting
requirements set forth in Paragraph C.1 hereof. To the extent such vesting requirements or the vesting
acceleration provisions of Paragraph C.2 hereof are not satisfied, the Issued Shares shall be subject to
cancellation in accordance with the provisions of Paragraph C.3 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.3 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 applicable vesting provisions of Paragraph C.1 or Paragraph C.2 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 Paragraph C.5 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