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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2023
ALEXANDER & BALDWIN, INC.
(Exact name of registrant as specified in its charter)
Hawaii001-3549245-4849780
(State or other jurisdiction of
incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
P. O. Box 3440,Honolulu,Hawaii96801
(Address of principal executive offices)(Zip Code)
(808) 525-6611
(Registrant’s telephone number, including area code)
N/A
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, without par valueALEXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 if this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 if this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2023, Christopher J. Benjamin, Chief Executive Officer of Alexander & Baldwin, Inc. (the “Company”), announced his intention to retire as Chief Executive Officer effective as of June 30, 2023. In connection with Mr. Benjamin’s retirement, his regular 2023 stock grant award will be made in time-based restricted stock units with a grant date value of $1,700,000; shares subject to such award will be issued to him on February 1, 2024. Mr. Benjamin is entering into a Consulting Agreement to provide transitional assistance with certain Company projects from July 1, 2023 to December 31, 2023, and he will be paid a retainer at the rate of $85,000 per month. In addition, Mr. Benjamin is entering into a letter agreement, which contains non-disclosure, non-compete, and release provisions in exchange for a payment of $1,500,000. The foregoing description of Mr. Benjamin’s agreements is qualified in its entirety by reference to the actual terms of the applicable agreements, which are attached as exhibits hereto and are incorporated by reference herein.

The Board appointed Lance K. Parker as President and Chief Executive Officer of the Company, to be effective as of July 1, 2023. Mr. Parker, age 49, has served as the President and Chief Operating Officer since January 1, 2023. Previously, Mr. Parker served as Executive Vice President and Chief Operating Officer from November 2021 to December 2022, and Executive Vice President and Chief Real Estate Officer from March 2018 to October 2021. Mr. Parker first joined the Company in 2004 in its acquisitions group and has held positions of increasing responsibility since then, taking over leadership of the real estate operations in 2015.

In connection with Mr. Parker’s appointment as President and Chief Executive Officer, he will receive an increase in his base salary from $563,000 annually to $675,000 annually. Mr. Parker will also receive an incremental equity award (50% as performance share units and 50% as time-based restricted stock units) with a grant date value of $750,000 to be granted on July 31, 2023.

A copy of the press release announcing the retirement of Mr. Benjamin and appointment of Mr. Parker is filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.
(d)     Exhibits
10.1 
10.2 
10.3 
99.1 
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                        Date:  February 2, 2023

                        ALEXANDER & BALDWIN, INC.


                        /s/ Clayton K.Y. Chun
                        Clayton K.Y. Chun
                        Executive Vice President,
                        Chief Financial Officer and Treasurer

ALEXANDER & BALDWIN, INC.
NOTICE OF AWARD OF TIME-BASED RESTRICTED STOCK UNITS
The Company hereby awards to Participant, as of the Award Date indicated below, an award (the “Award”) of restricted stock units under the Company’s 2022 Omnibus Incentive Plan (the “Plan”). Each restricted stock unit represents the right to receive one share of Common Stock on the applicable issuance date. The number of shares of Common Stock subject to the awarded restricted stock units and the applicable issuance date for the underlying shares are set forth below. The remaining terms and conditions governing the Award shall be as set forth in the form Time-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A.
AWARD SUMMARY
Participant:Christopher J. Benjamin
Award Date:February 1, 2023
Number of Shares Subject to Award:

85,000 shares of Common Stock (the “Shares”)
Issuance Date:The Shares shall be issued on February 1, 2024 or as soon as practicable thereafter but in no event later than February 15, 2024 (the “Issuance Date”). However, the Shares may be issued on an accelerated basis in accordance with the provisions of Paragraph 4 of the form Time-Based Restricted Stock Unit Award Agreement.
Participant understands and agrees that the Award is granted subject to and in accordance with the terms of the Plan and hereby agrees to be bound by the terms of the Plan and the terms of the Award as set forth in the form Timed-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A. Participant hereby acknowledges that Participant has received or been provided access to the official prospectus for the Plan. A copy of the Plan is available upon request made to the Human Resources Department at the Company’s principal offices at 822 Bishop Street, Honolulu, Hawaii 96813.
Coverage under Recoupment Policy. By accepting this Award, Participant hereby agrees that should Participant at this time be, or at any time hereafter become, either an executive officer of the Company subject to Section 16 of the Securities Exchange Act of 1934, as amended, or a participant in the Company’s Performance Improvement Incentive Plan, then:
(a)    Participant shall be subject to the Alexander & Baldwin, Inc. Policy Regarding Recoupment of Certain Compensation, effective as of June 29, 2012, as may be amended from time to time, the terms of which are hereby incorporated herein by reference and receipt of a copy of which Participant hereby acknowledges; and
(b)    any incentive compensation that is paid or granted to, or received by, Participant during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material non-compliance with any applicable financial reporting requirements under the federal securities laws shall, accordingly, be subject to recovery and recoupment pursuant to the terms of such policy.
For purposes of such recoupment policy, “incentive compensation” means any cash or equity-based award (e.g., any stock award, time-based restricted stock unit award, performance-based restricted stock unit award or stock option grant or shares of Common Stock


issued thereunder) or any profit sharing payment or distribution that is based upon the achievement of financial performance metrics. An additional copy of the recoupment policy is available upon request made to the Corporate Secretary at the Company’s principal offices.
Employment at Will. Nothing in this Notice or in the form Time-Based Restricted Stock Unit Award Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant’s Service at any time for any reason, with or without cause.
Definitions. All capitalized terms in this Notice shall have the meaning assigned to them in this Notice or in the attached form Time-Based Restricted Stock Unit Award Agreement.
DATED:    February 1, 2023    

ALEXANDER & BALDWIN, INC.
By:
/s/ Derek T. Kanehira
Title:Senior Vice President, Human Resources
/s/ Christopher J. Benjamin February 1, 2023




    Exhibit A
        Executive Employee
ALEXANDER & BALDWIN, INC.
TIME-BASED RESTRICTED STOCK UNIT
AWARD AGREEMENT
RECITALS
A.The Company has implemented the Plan for the purpose of providing eligible persons in the Company’s service with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as an incentive for them to continue in such service.
B.Participant is to render valuable services to the Company (or any Parent or Subsidiary), and this Agreement is executed pursuant to, and is intended to carry out the purposes of, the Plan in connection with the Company’s issuance of Shares to Participant under the Plan.
C.All capitalized terms in this Agreement shall have the meaning assigned to them in the attached Appendix A.
NOW, THEREFORE, it is hereby agreed as follows:
1.Grant of Restricted Stock Units. The Company hereby awards to Participant, as of the Award Date, restricted stock units under the Plan. Each restricted stock unit shall provide Participant with the right to receive one Share on the designated issuance date for such Share. The number of Shares underlying the awarded restricted stock units is set forth in the Award Notice. The remaining terms and conditions governing the Award shall be as set forth in this Agreement.
2.Limited Transferability. Prior to the actual issuance of the Shares, Participant may not transfer any interest in the restricted stock units subject to the Award or the underlying Shares or pledge or otherwise hedge the sale of those units or Shares, including (without limitation) any short sale or any acquisition or disposition of any put or call option or other instrument tied to the value of those Shares. However, any Shares which remain unissued at the time of Participant’s death may be transferred pursuant to the provisions of Participant’s will or the laws of inheritance or to Participant’s designated beneficiary or beneficiaries of this Award. Participant may also direct the Company to record the ownership of any Shares which become issuable hereunder in the name of a revocable living trust established for the exclusive benefit of Participant or Participant and Participant’s spouse. Participant may make such a beneficiary designation or ownership directive at any time by filing the appropriate form with the Plan Administrator or its designee.
3.Stockholder Rights and Dividend Equivalents.
(a)The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares upon their actual issuance following the Company’s collection of the applicable Withholding Taxes.
(b)Notwithstanding the foregoing, should any dividend or other distribution payable other than in Shares be declared and paid on the Company’s outstanding Common Stock in one or more calendar years during which one or more restricted stock units remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be
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established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on those Shares had they been issued and outstanding and entitled to that dividend or distribution. The phantom dividend equivalents credited to those particular restricted stock units in Participant’s book account shall be distributed to Participant (in the same form the actual dividend or distribution was paid to the holders of the Shares entitled to that dividend or distribution or in such other form as the Plan Administrator deems appropriate in its sole discretion) concurrently with the issuances of the underlying Shares, subject to the Company’s collection of the Withholding Taxes applicable to that distribution.
4.Change in Control.
(a)This Award, to the extent outstanding at the time of a Change in Control, may be assumed by the successor entity or otherwise continued in full force and effect or may be replaced with a cash retention account established by the successor entity. Any such assumption or continuation of this Award shall be effected in accordance with Paragraph 4(b) below. Any cash retention account established in replacement of this Award shall initially be credited with the fair market value (at the effective time of the Change in Control) of the Shares subject to the Award at that time, and interest shall accrue on the outstanding balance of such account, for the period commencing with the closing date of the Change in Control and continuing through the date of the final payment of the account, at a variable per annum rate, compounded semi-annually, equal to the prime rate of interest as in effect from time to time during such period, as determined on the basis of the prime rate quotations published in The Wall Street Journal. The cash retention account shall be paid out in accordance with the same payment schedule applicable to the Award, as set forth in Paragraph 6, and Participant’s interest in such account shall at all times be that of a general, unsecured creditor.
(b)In the event this Award is assumed or otherwise continued in effect in connection with such Change in Control, the securities subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation (or parent entity) may, in connection with the assumption or continuation of the restricted stock units subject to the Award at that time, but subject to the Plan Administrator’s approval prior to the Change in Control, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per Share in the Change in Control transaction, provided such common stock is readily tradable on an established U.S. securities exchange or market.
(c)If the restricted stock units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect or replaced with a cash retention account in accordance with Paragraph 4(a), then Participant shall become entitled to a distribution in accordance with the applicable provisions of Paragraph 6(a)(ii).
5.Adjustment in Shares. Should any change be made to the Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, extraordinary dividend or distribution or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, or should the value of the outstanding Shares be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization, then equitable adjustments shall be made by the Plan Administrator to the total number and/or class of securities issuable pursuant to this Award

    Exhibit A
        Executive Employee
in order to reflect such change and thereby prevent a dilution or enlargement of benefits hereunder. In making such equitable adjustments, the Plan Administrator shall take into account any amounts credited to Participant’s book account under Paragraph 3(b) in connection with the transaction, and the determination of the Plan Administrator shall be final, binding and conclusive. In the event of any Change in Control transaction, the adjustment provisions of Paragraph 4(b) shall be controlling.
6.Issuance or Distribution of Shares or Other Amounts.
(a)The following provisions shall govern the issuance of the Shares (or any replacement or substitute amounts under Paragraph 4):
(i)The shares shall be issued on the Issuance Date specified in the Award Notice, except as provided in subsection (ii) below.
(ii)Shares which become issuable under Paragraph 4(c) shall be converted into the right to receive the same consideration per Share payable to the other stockholders of the Company in consummation of the Change in Control transaction, and such consideration per Share shall be distributed to Participant upon the earlier to occur of (i) the Issuance Date on which the particular Shares to which such consideration relates would have been issued in the absence of such Change in Control or (ii) the first date on or following a Qualifying Change in Control on which the distribution can be made without contravention of any applicable provisions of Code Section 409A.
(iii)To the extent the consideration payable per Share in the Change in Control is in the form of cash, a fully-vested cash retention account shall be established by the successor entity at the time of such Change in Control for any Shares subject to this Award. Such account shall be credited with the cash consideration payable for the Shares, and interest shall accrue on the outstanding balance of that account, for the period commencing with the closing date of the Change in Control and continuing through the date of the final payment of the account at a variable per annum rate, compounded semi-annually, equal to the prime rate of interest as in effect from time to time during such period, as determined on the basis of the prime rate quotations published in The Wall Street Journal. The cash retention account, together with all accrued interest thereon through the actual payment date, shall be distributed in accordance with the same distribution provisions in effect under Paragraph 6(a)(ii), and Participant’s interest in the account shall at all times be that of a general, unsecured creditor.
(iv)Any issuance or distribution to be made pursuant to the foregoing provisions of this Paragraph 6(a) shall be made on the designated issuance or distribution date or as soon as administratively practicable thereafter. In no event, however, shall such issuance or distribution be made later than the fifteenth (15th) day of the second (2nd) calendar month following that date.
(v)Each issuance or distribution to be made pursuant to this Paragraph 6(a) shall be subject to the Company’s collection of all applicable Withholding Taxes, in accordance with the provisions of Paragraphs 6(b) and 6(c).
(vi)Any Shares to be issued to Participant in accordance with the foregoing provisions of this Paragraph 6(a) shall in the form of a book entry evidencing ownership of those Shares. Actual certificates for such Shares evidenced by book entry ownership shall be promptly delivered upon the request of Participant or any other person having an interest at the time in those Shares.
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(b)The Company shall collect the Withholding Taxes with respect to each non-Share distribution by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld.
(c)Unless Participant (i) otherwise makes satisfactory arrangements with the Company’s Human Resources Department, on or before the expiration of the designated notification period preceding the applicable issuance date of the Shares, to pay the applicable Withholding Taxes through the delivery of a check payable to the Company in the amount of such Withholding Taxes and (ii) in fact delivers such check to the Company not later than that issuance date, the Company shall collect the Withholding Taxes applicable to the Share issuance through the following automatic share withholding method:
-    On each applicable issuance date, the Company shall withhold, from the Shares otherwise issuable to Participant at that time, a portion of those Shares with a Fair Market Value (measured as of the issuance date) equal to the applicable Withholding Taxes; provided, however, that the number of Shares which the Company shall be required to so withhold shall not exceed in Fair Market Value the amount necessary to satisfy the Company’s required tax withholding obligations using the maximum applicable federal, state and local statutory tax rates (including income tax and employment taxes) in Participant’s applicable jurisdiction.
(d)Notwithstanding the foregoing provisions of this Paragraph 6, the employee portion of the federal, state and local employment taxes required to be withheld by the
(e)Company in connection with the Award or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from Participant no later than December 31, 2023. Accordingly, Participant shall, on or before December 31, 2023 (or such earlier time as required by the Company), deliver to the Company a check payable to its order in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. The provisions of this Paragraph 6(d) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).
(f)Except as otherwise provided in Paragraph 4 or this Paragraph 6, the settlement of all restricted stock units under the Award shall be made solely in Shares. In no event, however, shall any fractional shares be issued. Accordingly, the total number of Shares to be issued under the Award shall, to the extent necessary, be rounded down to the next whole share in order to avoid the issuance of a fractional share.
7.Compliance with Laws and Regulations. The issuance of Shares pursuant to the Award shall be subject to compliance by the Company and Participant with all applicable requirements of law relating thereto and with all applicable regulations of any Stock Exchange on which the Common Stock may be listed for trading at the time of such issuance.
8.Change in Control Benefits Agreement. Notwithstanding anything to the contrary in this Agreement, if Participant is, at the time of a change in control or ownership of the Company (whether or not that transaction constitutes a Change in Control hereunder), a party to a Change in Control Benefits Agreement with the Company, then the provisions of that agreement shall, to the extent applicable to this Award, govern Participant’s rights and benefits with respect to the restricted stock units and underlying Shares subject to this Agreement, and in the event of any conflict between the provisions of that Change in Control Benefits Agreement and this Agreement, the provisions of the Change in Control Benefits Agreement shall be

    Exhibit A
        Executive Employee
controlling; provided, however, that in the event there is any conflict between the issuance or distribution provisions of this Agreement and the issuance or distribution provisions of the Change in Control Benefits Agreement, the issuance and distribution provisions of this Agreement shall be controlling.
9.Notices. Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the address indicated below Participant’s signature line on the Award Notice. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.
10.Successors and Assigns. Except to the extent otherwise provided in this Agreement, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the Company and its successors and assigns and Participant, Participant’s assigns, the legal representatives, heirs and legatees of Participant’s estate and any beneficiaries of the Award designated by Participant.
11.Construction.
(a)This Agreement and the Award evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the terms of the Plan and any applicable Change in Control Benefits Agreement. All decisions of the Plan Administrator with respect to any question or issue arising under the Plan or this Agreement shall be conclusive and binding on all persons having an interest in the Award.
(b)To the extent there is any ambiguity as to whether any provision of this Agreement would otherwise contravene one or more requirements or limitations of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder, such provision shall be interpreted and applied in a manner that complies with the applicable requirements of Section 409A of the Internal Revenue Code and the Treasury Regulations thereunder.
(c)Participant hereby acknowledges the receipt of a copy of the official prospectus for the Plan. A copy of the Plan is available upon request made to the Human Resources Department at the Company’s principal offices (822 Bishop Street, Honolulu, HI 96813).
(d)This Agreement shall not in any way affect the right of the Company to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
12.Governing Law. The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Hawaii without resort to that State’s conflict-of-laws rules.
13.Coverage under Recoupment Policy. If Participant is on the Award Date, or at any time thereafter becomes, either an executive officer of the Company subject to Section 16 of the 1934 Act, or a participant in the Company’s Performance Improvement Incentive Plan, then Participant shall be subject to the Alexander & Baldwin, Inc. Policy Regarding Recoupment of Certain Compensation, effective as of June 29, 2012, as may be amended from time to time (the “Recoupment Policy”), the terms of which are hereby incorporated herein by reference and receipt of a copy of which Participant hereby acknowledges. If Participant is subject to the Recoupment Policy, then any incentive
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compensation that is paid or granted to, or received by, Participant during the three-year period preceding the date on which the Company is required to prepare an accounting restatement due to material non-compliance with any applicable financial reporting requirements under the federal securities laws shall be subject to recovery and recoupment pursuant to the terms of such policy. For purposes of such Recoupment Policy, “incentive compensation” means any cash or equity-based award (e.g., stock award, restricted stock unit award, performance stock unit award or stock option grant or Shares issued thereunder) or any profit sharing payment or distribution that is based upon the achievement of financial performance metrics. An additional copy of the Recoupment Policy is available upon request made to the Corporate Secretary at the Company’s principal offices.


APPENDIX A
DEFINITIONS
The following definitions shall be in effect under the Agreement:
A.Agreement shall mean this Time-Based Restricted Stock Unit Award Agreement.
B.Award shall mean the award of restricted stock units made to Participant pursuant to the terms of this Agreement.
C.Award Date shall mean the date the restricted stock units are awarded to Participant pursuant to the Agreement and shall be the date specified in the Award Notice.
D.Award Notice shall mean the Notice of Award of Time-Based Restricted Stock Units delivered to Participant in which there is set forth the basic terms of the restricted stock units subject to this Agreement.
E.Board shall mean the Company’s Board of Directors.
F.Change in Control shall mean a change in ownership or control of the Company effected through any of the following transactions:
(i)a merger, consolidation or other reorganization approved by the Company’s stockholders, unless securities representing fifty percent (50%) or more of the total combined voting power of the voting securities of the successor corporation are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction;
(ii)a sale, transfer or other disposition of all or substantially all of the Company’s assets;
(iii)the closing of any transaction or series of related transactions pursuant to which any person or any group of persons comprising a “group” within the meaning of Rule 13d-5(b)(1) of the 1934 Act (other than the Company or a person that, prior to such transaction or series of related transactions, directly or indirectly controls, is controlled by or is under common control with, the Company) acquires directly or indirectly (whether as a result of a single acquisition or by reason of one or more acquisitions within the twelve (12)-month period ending with the most recent acquisition) beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing (or convertible into or exercisable for securities possessing) thirty-five percent (35%) or more of the total combined voting power of the Company’s securities (as measured in terms of the power to vote with respect to the election of Board members) outstanding immediately after the consummation of such transaction or series of related transactions, whether such transaction involves a direct issuance from the Company or the acquisition of outstanding securities held by one or more of the Company’s existing stockholders; or
(iv)a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such


period by at least a majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.
provided, however, that in the event Participant is a party to a Change in Control Benefits Agreement applicable to the Award, the term Change in Control shall have the meaning ascribed to that term in such Change in Control Benefits Agreement.
G.Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Company which provides Participant with special benefits with respect to one or more awards of restricted stock units made to Participant for Shares, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Company (whether or not constituting a Change in Control hereunder).
H.Code shall mean the Internal Revenue Code of 1986, as amended.
I.Common Stock shall mean the Company’s common stock.
J.Company shall mean Alexander & Baldwin, Inc., a Hawaii corporation, and any successor to all or substantially all of the assets or voting stock of Alexander & Baldwin, Inc.
K.Fair Market Value per Share on any relevant date shall be the closing selling price per Share at the close of regular hours trading (i.e., before after-hours trading begins) on the date in question on the Stock Exchange serving as the primary market for the Common Stock, as such price is reported by the National Association of Securities Dealers (if primarily traded on the Nasdaq Global or Global Select Market) or as officially quoted in the composite tape of transactions on any other Stock Exchange on which the Common Stock is then primarily traded. If there is no closing selling price for the Common Stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
L.Issuance Date shall mean the date of issuance set forth in the Award Notice.
M.1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
N.Participant shall mean the person to whom the Award is made pursuant to the Agreement.
O.Parent shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, provided each corporation in the unbroken chain (other than the Company) owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
P.Permanent Disability shall mean the inability of Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of twelve (12) months or more.
Q.Plan shall mean the Company’s 2022 Omnibus Incentive Plan.


R.Plan Administrator shall mean either the Board or a committee of the Board acting in its capacity as administrator of the Plan.
S.Qualifying Change in Control shall mean the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Company, as determined in accordance with Section 1.409A-3(i)(5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5)(vii) of the Treasury Regulations.
T.Share shall mean a share of Common Stock.
U.Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global Select Market or the New York Stock Exchange.
V.Subsidiary shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. The term Subsidiary shall also include any wholly-owned limited liability company in such chain of subsidiaries.
W.Withholding Taxes shall mean the federal, state and local income taxes and the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the issuance of the shares of Common Stock under the Award and any phantom dividend equivalents distributed with respect to those shares.

CONSULTING AGREEMENT


        THIS CONSULTING AGREEMENT (hereinafter “Agreement”) is made this 30th day of January, 2023, between ALEXANDER & BALDWIN, INC. (hereinafter referred to as “A&B”), and CHRISTOPHER J. BENJAMIN, an individual (hereinafter referred to as “Consultant”).

A&B and Consultant hereby agree as follows:

        1.    DURATION

        The term of this Agreement shall commence on July 1, 2023, and terminate on December 31, 2023.
        
        2.    SERVICES TO BE PROVIDED BY CONSULTANT

        a.    Consultant shall perform certain transitional services, including but not limited to simplification and liability mitigation matters, as may be designated by A&B. Services under this Agreement shall be performed personally by Consultant. Services shall be performed in a diligent and timely manner.

        b.    A&B may, during the term of this Agreement, engage other consultants to perform the same or similar work that Consultant performs hereunder.

        c.    Consultant may perform services for any other entity or person, or otherwise conduct business, during the terms of this Agreement so long as such work does not constitute a conflict of interest with Consultant’s obligations hereunder, including but not limited to performing services for an entity competing with A&B’s business. Such a conflict of interest would include, but is not limited to, providing services to any other entity or person that would engage in the business of commercial real estate in the State of Hawaii.

        3.    PAYMENT FOR SERVICES

        A&B shall pay Consultant $85,000.00 per month (plus any applicable Hawai‘i State and/or City and County of Honolulu General Excise Tax) for services provided to A&B under this Agreement. A&B will not request services from Consultant that would exceed 20 hours per week. Consultant shall provide A&B with an invoice at the end of each month, and A&B shall make payment to Consultant within ten (10) days following receipt of such invoice.

        4.    RELATIONSHIP OF PARTIES

        a.    It is expressly agreed by the parties hereto that Consultant is not an agent or employee of A&B for any purpose whatsoever but is an independent contractor. Furthermore, no relationship of joint venture or partnership of any form is created by this Agreement.

        b.    A&B neither reserves, nor will it exercise, any control or direction over the method or manner by which Consultant provides his services.



        c.    Consultant agrees that he will not hold out to the general public, customers, clients or others that Consultant is an agent, officer, or employee of A&B. Consultant further agrees and understands that he has no authority to bind or obligate A&B with respect to third parties, in any way whatsoever.

        5.    REIMBURSEMENT FOR APPROVED EXPENSES

        A&B will reimburse Consultant for any reasonable, necessary, and documented expenses that have been preapproved by A&B. It is understood that the expense associated with Consultant obtaining General Liability and Errors and Omissions insurance policies, each with limits of $2,000,000, shall be reimbursed by Company. Consultant shall include such expenses, along with appropriate supporting documentation, in his invoice referenced in paragraph 3 above.

        6.    LIABILITY AND INDEMNIFICATION

        Consultant agrees to name the Company as an additional insured within the General Liability and Errors and Omissions insurance policies identified above in paragraph 5, provide certificates of insurance evidencing coverage to the Company, and that the policy will serve to indemnify and hold A&B harmless from and against any and all liabilities, claims, demands, costs, fees and expenses (including reasonable attorneys’ fees) arising out of any damages or injuries (including death) to any persons or property sustained in connection with Consultant’s performance of this Agreement, or caused by any acts of Consultant.

        7.    RIGHT OF INSPECTION

        In the performance of the services hereunder, Consultant is an independent contractor with the authority to direct the performance of the details of the work, A&B being interested only in the results obtained. However, the services provided hereunder must meet the approval of A&B and shall be subject to A&B’s general right of inspection to secure the satisfactory completion thereof.

        8.    CONFIDENTIALITY OF INFORMATION

        a.    All information of any nature that is made available by A&B or that becomes available to Consultant by virtue of this Agreement or the relationship created by this Agreement, other than public information, shall be held in strict confidence by Consultant. Such confidential disclosures made available by A&B to Consultant are made in reliance of this promise.

        b.    All parties hereto acknowledge and recognize that Consultant has and will have access to and shall acquire knowledge of confidential information and that in the event of the breach of the terms and conditions of this Agreement, then A&B shall be entitled to, if it so elects, to institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this Agreement, and/or to enjoin Consultant from disclosing such information.

        9.    ARBITRATION OF DISPUTES

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        a.    With the exception of breaches of confidentiality by Consultant referenced in paragraph 8 above, any other disputes arising out of the terms and conditions of this Agreement shall be promptly resolved by final and binding arbitration in accordance with the applicable arbitration rules of Dispute Prevention and Resolution, Inc. in Honolulu, Hawaii by a single arbitrator. The arbitrator shall be required to abide by the provisions of this Agreement and shall not modify or alter same. The appointed Arbitrator shall be an attorney currently practicing in the private sector with at least ten (10) years of experience in complex commercial transactions and/or complex commercial litigation.

        b.    In arbitrations under this Agreement, each party shall bear the costs, fees and expenses of presenting its own case, and half of the arbitrator’s fees and administration expenses, unless otherwise ordered by the arbitrator.

        10.    ASSIGNMENT

        This Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent.

        11.    DEFAULT

        In the event that either party fails to substantially perform any of the covenants under this Agreement, the non-breaching party may, at its option, terminate this Agreement on ten (10) days’ written notice.

        12.    NOTICES

        All notices, requests, demands, consents and other communications which are required to be given in writing shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed to A&B or Consultant, as the case may be, at the address set forth above or at such other post office address as either may from time to time designate by writing or by personally delivering such notice to the other party. Any such notice, request, demand, consent or other communication shall be deemed to have been given on the date of such mailing or personal delivery.

        13.    SEVERABILITY

        If any provision of this Agreement or the application thereof to any person or circumstance is invalid or unenforceable to any extent, the remainder of this Agreement and the application thereof to other persons or circumstances shall not be affected thereby.

        14.    WAIVER

        The failure of any party to enforce, at any time, any provision of this Agreement shall not constitute a waiver of the right thereafter to enforce the same or any other provision of this Agreement.
    

15.    AMENDMENT

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        This Agreement may be amended only by an instrument in writing signed by both parties.

        16.    APPLICABLE LAW

        This Agreement shall be governed by the laws of the State of Hawaii both as to interpretation and performance.

        IN WITNESS WHEREOF, the parties have signed this Agreement on the day and year first above written.



/s/ Christopher J. Benjamin
CHRISTOPHER J. BENJAMIN
ALEXANDER & BALDWIN, INC.
By/s/ Derek T. Kanehira
Derek T. Kanehira
Its Senior Vice President
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Mr. Christopher J. Benjamin
822 Bishop Street
Honolulu, HI 96813
Dear Mr. Benjamin:
This is to confirm our discussions regarding your retirement from employment with Alexander & Baldwin, Inc. and its affiliates (collectively, the “Company”). To avoid any disputes or misunderstandings that may arise from your employment and separation from employment with the Company, and to protect the interests of all the parties, you and the Company agree to the following terms and understandings:
1.Your retirement will be effective June 30, 2023 (the “Retirement Date”). The Company shall pay you your final wages and your accrued but unused vacation benefits through June 30, 2023, less applicable deductions and withholdings. Payment shall be made, in lump sum, not later than June 30, 2023.

2.You understand and agree that:

a.Contingent on your continued compliance with the terms of this Separation Agreement and Release of Claims (“Agreement”), and provided you sign and do not revoke both this Agreement and a Supplemental Release Agreement to be signed by you on or after your Retirement Date (in substantially the same form attached to this Agreement as Exhibit A) (“Supplemental Agreement”), the Company will provide you with a payment of $1,500,000.00, less applicable withholdings. Payment under this paragraph shall be made in a lump sum within 60 days following the date on which you sign the Supplemental Agreement, provided you do not revoke your agreement to the Supplemental Agreement. You agree and understand that the payment to be made under this paragraph is in consideration for your commitments in Paragraphs 3, 4, and 5 below and your signature of the Supplemental Agreement, without such agreement having been revoked, and that the $1,500,000.00 figure would be lower if you were not agreeing to the provisions in such paragraphs and to signing the Supplemental Agreement.
b.Your outstanding equity awards shall be administered, and any shares issuable thereunder shall be issued, according to the terms of the applicable award agreements and notices of award evidencing such awards, provided that the shares issuable under your 2021 and 2022


time-vesting restricted stock unit awards that are otherwise issuable in January 2024 shall be issued no later than January 5, 2024.
3.You understand and agree to the following:

a.You shall maintain in strict confidence the Company’s Confidential Information, as defined as follows: for purposes of this Agreement, “Confidential Information” means, without limitation, information relating to the Company’s business and financial methods, practices, and plans; trade secrets; vendor and supplier lists; business and financial methods, practices and plans; marketing, merchandising and selling techniques and strategies; customer lists and data; pricing information; operating procedures; acquisitions and investments; and all other information relating to the Company disclosed to you by the Company that is confidential, proprietary, valuable, special or a unique asset of the Company, or information that is not generally known to the public, whether written, graphic, electronic, or oral, furnished by the Company to you, either directly or indirectly.
b.You acknowledge that during the course of your employment with the Company, you have had access to the Company’s Confidential Information. You acknowledge that the Confidential Information of the Company is proprietary information of the Company and that the protection of the Confidential Information against unauthorized disclosure or use is of critical importance to the Company. Accordingly, you agree that you shall maintain in strict confidence all Confidential Information of the Company received both prior to the date of this Agreement and after the date of this Agreement. You further agree not to disclose the Company’s Confidential Information to anyone who is not an employee of the Company with approved access to such Confidential Information, except as expressly authorized by the Company in writing or as required by law.
c.You understand that nothing in this Agreement shall preclude you from disclosing the Company’s Confidential Information if required to do so by law or duly issued order or subpoena. However, you shall notify the Company of any such subpoena, process, or obligation within 24 hours of your receipt of notice of legal process compelling disclosure of any Confidential Information to give the Company adequate time to intervene in such proceedings. In the event you are required by law or duly issued order or subpoena to make a disclosure of Confidential Information, you shall disclose the Confidential Information only to the extent required to comply with such subpoena, process or other legal obligation.
d.You also acknowledge that you have been notified of the immunity set forth in the Defend Trade Secrets Act of 2016, as follows:
(1)    Immunity from liability for confidential disclosure of a trade secret to the government or in a court filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that –


(A)    is made –
i.    in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and
ii.    solely for the purpose of reporting or investigating a suspected violation of law; or
(B)    is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(2)    Use of trade secret information in anti-retaliation lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual--
(A)    files any document containing the trade secret under seal; and
(B)    does not disclose the trade secret, except pursuant to court order.
e.You also acknowledge that the Company has shared Confidential Information with you, and this information gives the Company a competitive edge in the marketplace. You also acknowledge and agree that the Company would lose goodwill and be financially vulnerable should you separate from the Company’s employment and immediately use the knowledge, experience, training and information you obtained through employment with the Company to further the interests of any commercial real estate business in the State of Hawaii (“Competing Business”). Therefore, you agree as follows:
(1)For a period of twelve (12) months following your retirement from the Company (the “Restricted Period”), you shall not, individually, or on behalf of another person or entity, accept employment with, work for, perform services for, invest in, or acquire an interest in or serve as an advisor, consultant, principal, agent, partner, officer, director, employee, or member of any Competing Business, without prior written consent of the chairman of the board of the Company.

(2)Your ownership, as a passive investment, of less than two percent (2%) of the outstanding shares of capital stock of any corporation listed on a national securities exchange or publicly traded on any nationally recognized market shall not constitute a breach of this Paragraph 3.e.



(3)You also agree that in order to protect the Company’s legitimate interests, during the Restricted Period, you shall not, individually, or on behalf of another person or entity:

(A) Actively solicit or divert away from the Company, or attempt to solicit or divert away from the Company, any customers, accounts, vendors or suppliers of the Company, or take any action to induce or attempt to induce a customer, account, vendor, or supplier to terminate its relationship with the Company;

(B) Actively recruit, attempt to recruit, offer employment to, or take other action to solicit or divert away from the Company, or attempt to solicit or divert away from the Company, any employee of the Company.

(4)In the event of a breach or threatened breach of this Paragraph 3.e., the termination of the Restricted Period shall be automatically suspended and the time limitation on the Restriction Period shall not resume until the breach ends or the date of a final ruling determining a breach by a court or other tribunal of appropriate jurisdiction. All such extended periods of time shall be considered part of the applicable Restricted Periods for purposes of this Agreement.

(5)In the event of breach or threatened breach of this Paragraph 3.e., the Company shall be entitled to a restraining order and/or injunction against you by any court having equity jurisdiction, it being specifically acknowledged and agreed by you that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition to the above, the Company may pursue all other remedies available for such breach or threatened breach,
including the recovery of monetary and other damages from you.

(6)You hereby acknowledge and agree that the geographic boundaries, scope of prohibited activities, treatment of information, and the time duration of the provisions set forth in this Paragraph 3.e. are fair and reasonable in light of all of the facts and circumstances of the relationship between the Company and you and are no broader than are necessary to protect the legitimate business interests of the Company including, without limitation, protecting the Company’s trade secrets, specialized training, and special customer relationships, and ensuring workforce stability. Provided, however, that you and the Company are aware that in certain circumstances courts have refused to enforce certain agreements not to compete. Therefore, in furtherance of, and not in derogation of the provisions of Paragraph 3.e., you and the Company agree that in the


event a court should decline to enforce the provisions of Paragraph 3.e., that Paragraph 3.e. shall be deemed to be modified or reformed to the maximum extent, as to time, geography and business scope, which the court of competent jurisdiction shall find enforceable; provided, however, in no event shall the provisions of Paragraph 3.e. be deemed to be more restrictive to you, as applicable, than those contained herein.

f.You hereby acknowledge and agree that irreparable injury and harm will be caused to the Company and its business if this Paragraph 3 is breached by you. You further agree that if you breach this Paragraph 3, the Company shall be entitled, in addition to any other remedies and damages available to it at law or equity, to an injunction to restrain the violation of this Paragraph 3 by you or your partners, agents, employers, and employees, and all other persons acting for or with you. No action hereunder by the Company shall constitute an election by it to forego other remedies, and it shall have the right to assert other claims and remedies, including all other remedies available at law or equity.
4.You and the Company hereby mutually release and forever discharge each of the parties to this Agreement and any related entities to the parties, and their respective shareholders, directors, officers, members, managers, employees, agents, representatives, affiliates, successors and assigns, from any and all claims, charges, demands, damages and causes of action of whatsoever kind (including, but not limited to, claims of discrimination under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Sarbanes Oxley Act, Pub. L. 107-204, 18 U.S.C. § 1514A, the Family Medical Leave Act (together with all Code of Federal Regulations sections promulgated under all such federal enactments), the Hawaii Whistleblowers’ Protection Act, H.R.S. Chapter 378-61, et seq., the Hawaii Employment Practices Law, H.R.S. Chapter 378, the Hawaii Civil Rights Act, H.R.S. 368, the Payment of Wages and Other Compensation Law, Haw. Rev. Stat. ch. 388 (together with all Hawaii Administrative Rules promulgated under all such Hawaii enactments)), each party may now have, ever had or may later claim to have had, known or unknown, arising out of your employment with the Company. Notwithstanding the foregoing, this release does not include, and specifically excludes, any claims for indemnification you or the Company may have (subject to Paragraph 6 below), any and all rights of either party to enforce the terms of this Agreement, and any and all claims that may arise after the date you sign this Agreement.

5.You agree that you will not disparage or speak negatively about the Company and its services, and its shareholders, directors, officers, members, managers, employees, agents, partners, representatives, or investors; provided, however, this paragraph does not (i) waive your rights to enforce the terms of this Agreement in an action, arbitration or proceeding, or (ii) limit your ability to respond truthfully to any statement about you made by the Company. The Company agrees not to disparage or speak negatively about you. Notwithstanding the aforementioned provisions, this Agreement does not prohibit or restrict you, the Company, or any other person or entity from (i)


initiating communications directly with, cooperating with, providing relevant information, or otherwise assisting in an investigation by (A) the U.S. Securities and Exchange Commission, or any other governmental, regulatory, or legislative body, or self-regulatory body, regarding a possible violation of any Federal or State law; or (B) the U.S. Equal Employment Opportunity Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws; (ii) responding to any inquiry from any such governmental, regulatory, or legislative body or official or governmental authority; or (iii) participating, cooperating, testifying, or otherwise assisting in any governmental action, investigation, or proceeding relating to a possible violation of any such law, rule or regulation.

6.In the event any claims, causes, or actions are brought by a third party against you arising from your actions or conduct which occurred within the scope of your employment with the Company, the Company agrees that it will defend and indemnify you to the fullest extent permitted by Company bylaws or by applicable law for all actions taken by you as an employee and/or officer of the Company. Additionally, it is understood that in the event any claims, causes, or actions are brought as described herein, you will have the right to select counsel to defend you and the Company shall advance reasonable attorneys’ fees and costs to defend your actions or conduct which occurred within the scope of your employment with the Company.

7.It is understood and agreed by the parties to this Agreement that this Agreement represents a compromise and settlement between the parties hereto, and that nothing contained in this Agreement shall be construed as an admission of liability by or on behalf of either party by whom liability is expressly denied.

8.This Agreement contains the entire understanding of the parties hereto, and fully supersedes any and all prior agreements or understandings pertaining to the subject matters of this Agreement. Each of the parties hereto acknowledge that no party or agent of any party has made any promise, representation or warranty whatsoever, either express or implied, not contained herein concerning the subject matters of this Agreement to induce any other party to execute this Agreement, and each of the parties to this Agreement acknowledge that it has not executed this Agreement in reliance of any such promises, representations or warranties not specifically contained in this Agreement.

9.You and the Company understand and acknowledge that this Agreement may be pleaded as a defense to, and may be used as the basis for an attempted injunction against any action, suit, administrative or other proceeding which may be instituted, prosecuted or attempted as a result of an alleged breach of this Agreement by either party.

10.You and the Company understand and agree that, with the exception of claims for injunctive or other equitable relief under Paragraph 3 above, any disputes arising out of the terms and conditions of this Agreement; your employment or separation from employment with the Company, and any claims which either party contends are not waived and released by this Agreement, shall be subject, absent settlement by the parties, to final and binding arbitration before a single arbitrator in accordance with the Arbitration Rules, Procedures & Protocols of Dispute Prevention & Resolution, Inc. in Honolulu, Hawaii. The Arbitrator shall be required to abide by the provisions of this Agreement and the lawfully


adopted policies of the Company, and the Arbitrator shall not modify or alter those provisions and policies. The appointed Arbitrator shall be an attorney currently practicing in the private sector with at least ten (10) years of experience in complex commercial transactions and/or complex commercial litigation. Each party shall bear the costs, fees, and expenses of presenting its own case, and half of the Arbitrator’s fees and administrative expenses, unless otherwise ordered by the Arbitrator for good cause shown.

11.The parties agree that they have read and understand this Agreement and have freely and voluntarily entered into and signed this Agreement with the advice of counsel. The terms of this Agreement have been negotiated at arm’s length among knowledgeable parties represented by experienced counsel. As a result, the rule of “Interpretation Against the Draftsman” shall not apply in any dispute over interpretation of the terms of this Agreement.

12.This Agreement is made under the laws of the State of Hawaii, and any dispute regarding interpretation or enforcement of this Agreement will be resolved under the laws of the State of Hawaii. Both parties hereby submit to personal jurisdiction in Hawaii.

13.If any provision of this Agreement is determined by a court or other tribunal of appropriate jurisdiction to be invalid or unenforceable for any reason, that provision (or those provisions) shall be severable and the remaining provisions will continue in full force and effect.

14.No waiver of any breach of any term or provision of this Agreement shall be construed to be, or shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

15.This Agreement may not be amended or modified except by a written agreement signed by both you and the Company.

16.You agree that you have read and understand this Agreement. You further agree that you have freely and voluntarily entered into and signed this Agreement, that you were not coerced into this Agreement, and that you were not under any duress when you signed this Agreement.

17.This Agreement may be signed in separate counterparts, and/or via facsimile, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

18.You are advised that this Agreement specifically refers to rights and claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 626(f)(1)(F)(i). You have twenty-one (21) days in which to consider the terms of this Agreement and to consult with your attorney. Pursuant to 29 C.F.R. § 1625.22(e)(6), and as indicated by your special signature below, you may knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in 29 U.S.C. § 626(f)(1)(F)(i). Pursuant to 29 U.S.C. § 626(f)(1)(G), you will have seven (7) days after your execution of this Agreement to revoke the ADEA portion of this Agreement. If you elect to revoke the ADEA portion of this Agreement, you shall contact the Company immediately. In the event you revoke your agreement, you will not receive the payment specified in paragraph 2(a) above.


If you have any questions, please contact me.


Sincerely,
/s/ Derek T. Kanehira
Derek T. Kanehira
Senior Vice President
UNDERSTOOD AND AGREED:
/s/ Christopher J. Benjamin
Christopher J. Benjamin
Date:January 30, 2023
Pursuant to 29 C.F.R. § 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in 29 U.S.C. § 626(f)(1)(F)(i)
/s/ Christopher J. Benjamin
Christopher J. Benjamin
Date:January 30, 2023



EXHIBIT A

SUPPLEMENTAL RELEASE AGREEMENT

This Supplemental Release Agreement is entered into by and between Alexander & Baldwin, Inc. and its affiliates (collectively, the “Company”) and Christopher J. Benjamin (“Employee”).

RECITALS

    WHEREAS, Employee and the Company previously entered into a Separation Agreement and Release of Claims, which was signed by the parties on             , 2023 (hereinafter referred to as “Initial Agreement”) and is incorporated by reference into this Supplemental Release Agreement;

WHEREAS, Paragraph 2 of the Initial Agreement provided for a payment of $1,500,000 to be made to Employee (hereinafter referred to as “Separation Pay”), provided a number of conditions specified in the Initial Agreement were met by Employee, including Employee signing and not revoking a Supplemental Release Agreement;

    WHEREAS, Employee has satisfied all of the conditions specified in the Initial Agreement for receiving the Separation Pay, with the exception of executing and not revoking a Supplemental Release Agreement;

    NOW, THEREFORE, Employee and the Company hereby agree as follows:

1.In exchange for the payment to be made under Paragraph 2 of the Initial Agreement, Employee and the Company hereby mutually release and forever discharge each of the parties to this Supplemental Release Agreement and any related entities to the parties, and their respective shareholders, directors, officers, members, managers, employees, agents, representatives, affiliates, successors and assigns, from any and all claims, charges, demands, damages and causes of action of whatsoever kind (including, but not limited to, claims of discrimination under Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Rehabilitation Act of 1973, 29 U.S.C. § 701, et seq., the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., the Sarbanes Oxley Act, Pub. L. 107-204, 18 U.S.C. § 1514A, the Family Medical Leave Act (together with all Code of Federal Regulations sections promulgated under all such federal enactments), the Hawaii Whistleblowers’ Protection Act, H.R.S. Chapter 378-61, et seq., the Hawaii Employment Practices Law, H.R.S. Chapter 378, the Hawaii Civil Rights Act, H.R.S. 368, the Payment of Wages and Other Compensation Law, Haw. Rev. Stat. ch. 388 (together with all Hawaii Administrative Rules promulgated under all such Hawaii enactments)), each party may now have, ever had, or may later claim to have had, known or unknown, arising out of Employee’s employment with and separation from the Company. Notwithstanding the foregoing, this release does not include, and specifically excludes, any claims for indemnification Employee or the Company may have (subject to Paragraph 6 of the Initial Agreement), any and all rights of either party to enforce the terms of the Initial Agreement or this Supplemental Release Agreement, and any and all claims that may arise after the date Employee signs this Agreement.

This Supplemental Release Agreement does not prohibit or restrict Employee, the Company, or any other person or entity from (i) initiating communications directly with, cooperating with, providing relevant information, or otherwise assisting in an investigation by (A) the U.S. Securities and Exchange Commission, or any other governmental, regulatory, or legislative body, or self-regulatory body, regarding a possible violation of any Federal or State law; or (B) the U.S. Equal Employment Opportunity


Commission or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws; (ii) responding to any inquiry from any such governmental, regulatory, or legislative body or official or governmental authority; or (iii) participating, cooperating, testifying, or otherwise assisting in any governmental action, investigation, or proceeding relating to a possible violation of any such law, rule or regulation.

Employee and the Company understand and expressly accept and assume the risk that the facts as each party now understands them and believes to be true may be later found to be different, and Employee and the Company agree that this Supplemental Release Agreement will remain effective notwithstanding any such differences in fact.

2.Employee and the Company understand and acknowledge that this Supplemental Release Agreement may be pleaded as a defense to, and may be used as the basis for an attempted injunction against any action, suit, administrative or other proceeding which may be instituted, prosecuted or attempted as a result of an alleged breach of this Supplemental Release Agreement by either party.

3.This Supplemental Release Agreement contains the entire understanding of the parties hereto and fully supersedes any and all prior agreements or understandings pertaining to the subject matters herein, with the sole exception of the Initial Agreement, which shall remain in full force and effect. Each of the parties hereto acknowledge that no party or agent of any party has made any promise, representation or warranty whatsoever, either express or implied, concerning the subject matters of this Supplemental Release Agreement to induce any other party to execute this Supplemental Release Agreement, with the sole exception of those contained in the Initial Agreement. Each of the parties to this Supplemental Release Agreement acknowledges he or it has not executed this Supplemental Release Agreement in reliance of any such promises, representations or warranties not specifically contained in this Supplemental Release Agreement or the Initial Agreement.

4.The parties agree that they have read and understand this Supplemental Release Agreement and have freely and voluntarily entered into and signed this Supplemental Release Agreement with the advice of counsel. The terms of this Supplemental Release Agreement have been negotiated at arm’s length among knowledgeable parties represented by experienced counsel. As a result, the rule of “Interpretation Against the Draftsman” shall not apply in any dispute over interpretation of the terms of this Supplemental Release Agreement.

5.This Supplemental Release Agreement is made under the laws of the State of Hawaii, and any dispute regarding interpretation or enforcement of this Agreement will be resolved under the laws of the State of Hawaii. Both parties hereby submit to personal jurisdiction in Hawaii.

6.If any provision of this Supplemental Release Agreement is determined by a court or other tribunal of appropriate jurisdiction to be invalid or unenforceable for any reason, that provision (or those provisions) shall be severable and the remaining provisions will continue in full force and effect.

7.No waiver of any breach of any term or provision of this Supplemental Release Agreement shall be construed to be, or shall be, a waiver of any other breach of this Supplemental Release Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.



8.This Supplemental Release Agreement may not be amended or modified except by a written agreement signed by both Employee and the Company.

9.This Supplemental Release Agreement may be signed in separate counterparts, and/or via facsimile, each of which shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument.

10.Employee is advised that this Supplemental Release Agreement specifically refers to rights and claims arising under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 626(f)(1)(F)(i). Employee has twenty-one (21) days in which to consider the terms of this Supplemental Release Agreement and to consult with his attorney. Pursuant to 29 C.F.R. § 1625.22(e)(6), and as indicated by Employee’s special signature below, Employee may knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in 29 U.S.C. § 626(f)(1)(F)(i). Pursuant to 29 U.S.C. § 626(f)(1)(G), Employee will have seven (7) days after his execution of this Supplemental Release Agreement to revoke the ADEA portion of this Supplemental Release Agreement. If Employee elects to revoke the ADEA portion of this Supplemental Release Agreement, Employee shall contact the Company immediately. In the event Employee revokes his agreement, Employee will not receive the payment specified in paragraph 2(a) of the Initial Agreement.

[Signature page follows.]



UNDERSTOOD AND AGREED:





_____________________________________    DATED: ______________________
By Derek T. Kanehira
Its Senior Vice President




_________________________________
Christopher J. Benjamin             

Date: ____________________, 2023

Pursuant to 29 C.F.R. § 1625.22(e)(6), I hereby knowingly and voluntarily waive the twenty-one (21) day pre-execution consideration period set forth in 29 U.S.C. § 626(f)(1)(F)(i)


_________________________________
Christopher J. Benjamin

Date: _____________________, 2023


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FOR IMMEDIATE RELEASE

ALEXANDER & BALDWIN, INC. ANNOUNCES LEADERSHIP TRANSITION
Benjamin to Retire, Parker Appointed CEO

HONOLULU, Feb. 1, 2023 /PRNewswire/ — Alexander & Baldwin, Inc. (NYSE: ALEX) ("A&B" or "Company"), a premier Hawai`i commercial real estate company, today announced that Lance K. Parker, currently A&B’s president & chief operating officer (COO), has been appointed the Company’s new president & chief executive officer (CEO) effective July 1, 2023. Parker will succeed CEO Christopher J. Benjamin who will retire on June 30 but serve as a consultant through the end of 2023 to ensure a smooth transition and complete various aspects of A&B’s simplification strategy.

“When Chris became CEO, his mandate was to transform A&B from a diversified conglomerate to a focused commercial real estate company. He accomplished this goal and, in the process, assembled the strongest real estate team in the state,” said Eric Yeaman, A&B’s chairman of the Board. “Consistent with his long-term intent to retire at age 60, he is handing the reins to that team to lead A&B into the future. The Board and I appreciate his outstanding leadership over the past seven years.”

“We have accomplished a great deal in transitioning A&B from a diversified operating business to a focused real estate company. I’m particularly proud of our focus on Hawai`i and our commitment to the local community,” said Benjamin. “With a stellar team of real estate experts in place under the leadership of Lance Parker, I am confident in A&B’s trajectory as a Hawai`i commercial real estate company.”

Lance Parker, formerly head of A&B’s real estate division, was named COO in 2021 and promoted to president earlier this year. He was instrumental in transforming A&B into one of Hawai`i's leading commercial real estate companies and the only real estate investment trust focused on and headquartered in the state. Parker joined the Company in 2004 in an acquisition role and has held positions of steadily increasing responsibility throughout his career at A&B. Parker oversaw the highly successful migration of A&B's once-disparate mainland commercial portfolio back to Hawai`i and the development of a fully-integrated, in-house property management and leasing capability.

“We are very fortunate to have someone of Lance’s caliber to step into the CEO role and are confident in his ability to lead A&B to new levels. His 28-plus years of commercial real estate experience, deep Hawai`i roots and commitment to the community will enable him to continue to grow our thriving real estate portfolio and create value for all our stakeholders,” added Yeaman. “We look forward to working with Lance as he embarks upon the next phase of growth for the Company.”



“I am honored to have been selected as A&B’s next CEO,” said Parker. “I look forward to continuing to work with our dedicated employees and Board of Directors to expand A&B’s real estate portfolio and strengthen our position as Partners for Hawai`i.”

Born and raised in Hawai`i, Parker began his career in commercial real estate in Southern California before returning to the islands to join the Company. He holds a bachelor's degree in finance from the University of Southern California and is a graduate of Kamehameha Schools.


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ABOUT ALEXANDER & BALDWIN
Alexander & Baldwin, Inc. (NYSE: ALEX) (A&B) is the only publicly-traded real estate investment trust to focus exclusively on Hawai'i commercial real estate and is the state's largest owner of grocery-anchored, neighborhood shopping centers. A&B owns, operates and manages approximately 3.9 million square feet of commercial space in Hawai`i, including 22 retail centers, 12 industrial assets and four office properties, as well as 141 acres of ground leases. A&B is expanding and strengthening its Hawai`i CRE portfolio and achieving its strategic focus on commercial real estate by monetizing its remaining non-core assets. Over its 153-year history, A&B has evolved with the state's economy and played a leadership role in the development of the agricultural, transportation, tourism, construction, residential and commercial real estate industries.

Learn more about A&B at www.alexanderbaldwin.com.

Contact: Andrea Galvin; 808-525-8404; agalvin@abhi.com

SOURCE Alexander & Baldwin, Inc.