Letter Agreement, dated March 21, 2019, between Alexander & Baldwin, Inc. and Brett Brown

Your initial salary will be $33,333.34 per month which, when annualized, is $400,000 per year. Your employment with us will commence on a mutually agreeable date.

You will be eligible to participate, on a pro-rata basis depending on your start date, in the 2019 Alexander & Baldwin, Inc. Performance Improvement Incentive Plan (“PIIP”) with a target pool funding percentage of 70% ($280,000 based on your current salary). Your award pool funding ranges from 0% - 200% of target depending on Company performance. Individual awards can be further modified from 0% - 150% of the pool funding level.

You will receive, subject to approval by the Compensation Committee of the Board of Directors of Alexander & Baldwin, Inc., a long-term incentive grant (to be valued at $500,000) in July 2019. The grant will be comprised of 50% time-based restricted stock units that vest in equal annual parts over three years and 50% performance-based stock units that have concurrent vesting and performance periods of three years (“cliff vesting”). The earn-out of the performance-based units will be based on relative total shareholder return (“TSR”). A more detailed description of the earn-out opportunities will be provided under separate cover.

The Company will provide concierge relocation support and payment of approved relocation expenses up to $50,000, with such specific structure and details, including tax gross up, to be discussed with the senior vice president, human resources. To further help defray relocation-related costs, you will receive a $25,000 signing bonus within 30 days of your start date. If you voluntarily resign from your position or your employment is terminated for cause within a 2-year period after your date of hire, you must reimburse the Company for these payments based on the following schedule:

You will be eligible, on the appropriate dates following employment, to participate in the following benefit plans:

Alexander & Baldwin, Inc. Retirement Plan for Salaried Employees:

A&B Individual Deferred Compensation and Profit Sharing Plan for Salaried Non-Bargaining Unit Employees.

Alexander & Baldwin, LLC Flexible Benefits Program and Alexander & Baldwin, LLC Group Health and Welfare Benefit Plan for Salaried Non-Bargaining Unit Employees and Certain Bargaining Unit Employees, which cover the following:

Medical

Dental

Group Life Insurance

Long Term Care

Long Term Disability Insurance

Accidental Death & Dismemberment Insurance

Business Travel Accident Insurance    

Flex-Reimbursement Accounts

Pre-tax Transportation Benefit

This offer of employment is contingent upon the following:

Board approval of title.

Compensation Committee approval of compensation.

Your satisfactorily passing a pre-employment drug screen, which will be arranged by the Company, to be administered within 48 hours of accepting our offer.

Reference and background checks satisfactory to the Company.

Your ability to provide satisfactory documentary proof of your identity and right to work in the United States on your first day of employment.

Return of the copy enclosed with this letter, signed by you without modification, to my attention no later than close of business on March 25, 2019, at which time this offer will expire.