RSUs will be granted only to selected employees and to nonemployee directors of the Company or to selected employees of a Designated Employer. Frequency and level of awards to individual participants will be determined by the administrative authority. Individual awards under this Plan will not necessarily be granted annually. The entitlement to receive amounts and Common Shares pursuant to clause 2 and clause 6 arises from past services rendered from the Grant Date to the date of vesting of the RSU.

Eligibility for Awards. An Award with respect to a Performance Period may be made pursuant to [Section 11] of the Plan to # Participants for such Performance Period who shall have been an Employee at any time during such Performance Period, or to # the beneficiary or beneficiaries or legal representatives, as the Committee in its sole discretion shall determine, of any such person whose employment shall have been terminated by reason of his or her death during such Performance Period.

Eligibility for Awards. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.

Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees and Non-employee Directors.

ELIGIBILITY FOR RESTRICTED CASH AWARDS. Eligibility to receive a Restricted Cash Award shall be determined by the Board or the Plan Administrator in its sole discretion.

Eligibility. Directors, Officers and all other key employees of the Company or any of its Affiliates (each an “Eligible Participant”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

Eligibility. Effective as of ​, notwithstanding any other Plan provisions restricting withdrawals prior to severance from employment, a Participant may take a distribution of up to ​ from his vested Account balance during the one-year period beginning on the date on which the child of the Participant is born or the legal adoption by the Participant of an Eligible Adoptee is finalized (a “Qualified Birth or Adoption Distribution”). This ​ limit shall be reduced by any Qualified Birth or Adoption Distributions previously received by the Participant with respect to the same child or Eligible Adoptee under this Plan or any other similar distribution under any other plan maintained by the Company or any Affiliated Employer. For the avoidance of doubt, # if each parent of the child or Eligible Adoptee is a Participant in the Plan, each parent may receive a Qualified Birth or Adoption Distribution with respect to such child or Eligible Adoptee, and # each Participant is entitled to receive Qualified Birth or Adoption Distributions with respect to the birth of more than one child or the adoption of more than one Eligible Adoptee. For purposes of Code Sections 401(a)(31), 402(f), and 3405, a Qualified Birth or Adoption Distribution shall not be treated as an eligible rollover distribution. In order to be eligible to receive a Qualified Birth or Adoption Distribution under this [Section 12.14(b)], the Participant must certify that he or she is eligible for such Qualified Birth or Adoption Distribution in accordance with the Setting Every Community Up for Retirement Enhancement Act of 2019 (“SECURE Act”), in a form that is satisfactory to the Administrative Committee or its delegate.

ELIGIBILITY. An Eligible Director shall become a Participant upon completion of an Election (as defined in [Section 4]) or as otherwise provided in [Section 4].

Eligibility. Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive Stock Options may be granted only to Employees of the Company (or a “parent corporation” or “subsidiary corporation” thereof within the meaning of Code Sections 424(e) or 424(f), respectively). If otherwise eligible, a Service Provider who has been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights.

Eligibility. To be eligible for Plan benefits, employees must serve in a job categorized as the Chief Executive Officer, Band A, or Band B under the Company’s job evaluation program. Exceptions (additions or deletions) to the eligibility requirements can be made only by the Alexander & Baldwin, Inc. Chief Executive Officer, with the approval of the Compensation Committee of the Board of Directors (the “Committee”).