Exhibit 10.1


OPTION AGREEMENT


This
Option Agreement is made this 6th day of August, 2007, and is executed by and
between MAUI LAND & PINEAPPLE COMPANY,
INC. (“MLP”) and ROBERT I. WEBBER (“Optionee”).


RECITALS


MLP is the owner in fee simple of certain property
at 300 Inu Road, bearing TMK (2) 2-2-013:31 and described as Royal Patent 2204,
Land Commission Award 8654, Apana 1 to Kapaole, situated at Waiakoa, Kula,
Maui, Hawaii, consisting of 3.367 acres, more or less  (the “Optioned Property”). MLP desires to grant
to the Optionee an option to purchase the Optioned Property, on all of the
terms and conditions hereof.


AGREEMENT


For
valuable consideration, receipt of which by each party is hereby acknowledged,
the parties hereby agree as follows:


1              Grant of Option. MLP hereby grants to Optionee
the exclusive option to purchase the Optioned Property from the MLP, upon and
subject to all of the terms and conditions set forth in this agreement.


2              Option Consideration. As mutual consideration
for the grant of this option, MLP has made and Optionee has accepted an offer
of employment.


3              Option Term. The term of this Option shall begin
on the date hereof and shall terminate upon the earlier of (a) July 30, 2010 or
(b) the termination of Optionee’s employment by MLP or by a subsidiary of MLP.


4              Option Exercise. This Option may be exercised at
any time before the termination of the Option Term (time being of the essence)
by Optionee giving written notice to MLP at its address set forth at the
beginning of this agreement, pursuant to the notice procedure set forth in
Section 6 below. If Optionee shall fail to timely exercise this Option in
accordance with this Section, then this Option shall expire and thereafter
Optionee shall have no further option, right or interest of any kind with
respect to the Optioned Property or the acquisition thereof.


5              Terms and Conditions. In the event this Option
is exercised as required above, the parties agree that MLP shall sell to
Optionee and Optionee shall purchase from MLP the Optioned Property in
accordance with all the terms and conditions contained in this Option
Agreement:


(a) Purchase Price.
The purchase price shall be the fair market value of the Optioned Property at
the date of exercise of the Option in its then-current condition and use, less
the discounts described below, payable in cash at closing. The fair market
value of the Optioned













Property shall be determined by appraisal. Upon
exercise of the Option, the parties shall agree on and shall hire an appraiser
to determine the fair market value of the Optioned Property.


If the parties cannot
agree upon an appraiser, either party can petition the Circuit Court of the
Second Circuit, State of Hawaii, for an order appointing a neutral appraiser.
The determination of fair market value by the appraiser shall be final, and the
expenses of the appraiser shall be split equally between the parties.


The purchase price shall
be the fair market value of the Optioned Property less the following:


i.                  Three Percent
(3%) of the fair market value;


ii.               The total amount of
rent payments for the Optioned Property made by Optionee during the period
August 1, 2007 to Closing; and


iii.            The total amount paid
by Optionee to improve the Optioned Property (such as adding a heating system
for the swimming pool), provided that Optioner has granted prior written
approval allowing Optionee to make such improvement.


Optionee acknowledges
that the reduction in sales price for rental lease payments will become taxable
income to the Optionee as an employee of the company if this Option is
exercised.  No real estate broker’s
commissions shall be paid for the sale to Optionee.


(b) Closing. The
closing shall occur not earlier than the 30th day following Optionee’s exercise of this
Option as provided in Section 4 above and not later than the 90th day following such exercise.  Closing shall be handled by First American
Title Company, Kahului Branch (“Escrow”).


(c) Title. At
closing, MLP shall transfer to Optionee, by warranty deed, fee simple
marketable title to the Optioned Property together with all appurtenances,
easements and improvements, subject to no liens, encumbrances or other matters
except as referred to on Exhibit A hereto.


(d) Property sold “AS
IS” and Without Representation. The conveyance of the Optioned Property
shall be “AS IS” and with all faults. It is Optionee’s sole responsibility to
exercise due diligence review of the Optioned Property prior to exercising this
Option.


(e) Prorations and
Closing Costs. At closing, Escrow shall prorate real property taxes and
rents as of the closing date. If taxes for the current period are not yet
known, the proration shall be made upon a reasonable estimate and at the
request of either party, a cash adjustment shall be made between the parties at
such later date as the taxes shall become known.  At closing, Optionee shall pay 50% of Escrow’s
fees, all recording fees (except for documents to clear MLP’s title), Optionee’s
own attorney’s fees, all costs associated with Optionee’s financing (if any),
40% of the premium for “Hawaii standard” title insurance policy, and all of the
cost of ALTA and extended coverage endorsements for Optionee’s owner’s title
insurance policy, as may be requested by Optionee. MLP shall pay 50% of Escrow’s
fees, all of the cost of preparing the deed, the Hawaii conveyance tax, the
recording fees for documents to clear MLP’s title, the amount of any tax
withholding (FIRPTA and HARPTA), if any, and 60% of the cost of a “Hawaii
standard” policy of owner’s title insurance in favor of Optionee.



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All
other closing costs shall be allocated in the customary manner for Hawaii real
estate transactions. No brokerage commissions are payable in connection with
this transaction, and each party agrees to hold the other harmless from and
against any claim for commission or other similar compensation arising by
reason of services alleged to have been rendered to, or at the request of, such
party.


(f) 1031 Exchange. Optionee acknowledges
that MLP may sell the Optioned Property by a 1031 Exchange, and Optionee agrees
to cooperate with and take such steps as may be required to effectuate MLP’s
1031 Exchange, at no cost to Optionee.


(g) Notifications.
All offers, acceptances, and notices (including Optionee’s notice of exercise
of this Option) which are required or permitted to be given or served hereunder
shall be in writing and shall be sent by first class, registered or certified
mail, postage prepaid or by hand delivery or by facsimile telecopier
transmission (with a copy to be sent by first class mail), addressed as provided
at the beginning of this agreement. Any such address or fax number may be
changed from time to time by serving notice to all other parties as above
provided. Any offer, acceptance or notice shall be deemed to have been given or
served as of the date and time of actual delivery or actual completion of
facsimile telecopier transmission (evidenced by the confirmation memo appearing
on the confirmation copy produced by the sending parties telecopier) or at the
expiration of the second full day after the date of mailing.


6              No Assignment. Optionee shall have no right to
assign this Agreement to any other person or entity.


7              Time Is Of The Essence.
Time is of the essence hereof.


8              Eminent Domain. If any of the lands subject to
this agreement shall be condemned by paramount authority prior to Optionee’s
exercise of this option or prior to closing, such condemnation shall not affect
or terminate this Agreement, but in such event upon the Optionee’s exercise of
this option, all proceeds on account of such condemnation received by MLP shall
be credited against the total purchase price or if said proceeds shall not have
been received prior to closing, MLP shall assign, to Optionee at closing all
rights and claims with respect to said proceeds.


9              Survival of Warranties and Covenants. Where
appropriate and applicable, all covenants, conditions and agreements of the
parties hereto shall survive the closing of Optionee’s purchase of the Optioned
Property.


10            Governing Law. This option shall be governed by
and construed in accordance with the laws of the State of Hawaii.


11            Modification and Amendment.
This option may not be modified or amended in any way whatsoever except by
written instrument executed by MLP and Optionee or their duly authorized agents
or attorneys-in-fact.  No oral
modification, extension, waiver, or amendment shall be valid or effective. Any
waiver shall not be construed as further or continuing waiver.



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12            Entire Agreement. This option supersedes any and
all oral or written agreements or understandings now exiting with respect to
the subject matter hereof.


13            Attorney’s Fees. The party prevailing in any cause
of action brought before a court of law or equity to enforce the covenants and
agreements herein contained shall be entitled to collect, as a part of the
judgment or decision entered in its favor, all of its costs and expenses
incurred in connection with such action, including, without limiting the
generality of the foregoing, reasonable attorneys’ fees.


14            Successors. The terms and conditions of this option
shall apply to and bind the successors and assigns of MLP and Optionee.


15            Headings. All headings used in this Agreement are
for convenience only and are not to be construed as limiting in any manner the
content of any paragraph or particular provision.


16            Miscellaneous.


(a) All periods of time referred to in this
agreement shall include all Saturdays, Sundays and state or national holidays;
provided that if the date of the last day to perform any act or give any offer,
acceptance or notice with respect to this agreement shall fall on a Saturday,
Sunday or state or national holiday, such act or notice may be timely performed
or given on the next succeeding day which is not a Saturday, Sunday or state or
national holiday.


(b) No party shall be
deemed to be the drafter of this agreement; and in the event this agreement is
ever construed by a court of law, the court shall not construe this agreement
or any provision against any party as the drafter.


(c) The execution of
this agreement or the exercise of any rights hereunder is not intended and
shall not be construed as creating a partnership or joint venture between MLP
and Optionee.


MAUI LAND & PINEAPPLE COMPANY, INC.


	
  By 

  	
  /S/ FRED W.
  RICKERT

  	
   

  
	
   

  	
  Its   Vice President/ Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  By 

  	
  /S/ RANDALL H.
  ENDO

  	
   

  
	
   

  	
  Its   Vice President/Community Dev.

  	
   

  
	
   

  	
   

  	
   

  
	
  “MLP”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /S/ ROBERT I. WEBBER

  	
   

  	
   

  
	
  ROBERT
  I. WEBBER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  “Optionee”

  	
   

  	
   

  
					



 



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