Exhibit
10.2


 


MAUI LAND &
PINEAPPLE  COMPANY, INC.


 


2006 EQUITY
AND INCENTIVE AWARD PLAN


 


RESTRICTED
STOCK AWARD GRANT NOTICE


 


Maui Land &
Pineapple Company, Inc., a Hawaii corporation (the “Company”), pursuant
to its 2006 Equity and Incentive Award Plan (the “Plan”), hereby
grants to the holder listed below (“Holder”) the
number of shares of the Company’s common stock, no par value (“Stock”), set forth below (the “Shares”).  This Restricted Stock award is subject to all
of the terms and conditions as set forth herein and in the Restricted Stock
Award Agreement attached hereto as Exhibit A (the “Restricted Stock Agreement”) and the
Plan, each of which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Restricted
Stock Award Grant Notice (the “Grant Notice”).


 


	
  Holder:

  	
   

  	
  Warren
  H. Haruki

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  March 9,
  2009

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares of Restricted Stock:

  	
   

  	
  20,000

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  Subject
  to the terms and conditions of the Plan, this Grant Notice and the Restricted
  Stock Agreement, the Company’s Forfeiture Restriction (as defined in the
  Restricted Stock Agreement) shall lapse as to 1,000 Shares on the last
  business day of each calendar quarter beginning on March 31, 2009 and
  ending on December 31, 2013.

   

  Notwithstanding the above, the Forfeiture
  Restriction shall terminate and all Restricted Shares shall vest immediately
  upon a Change in Control as defined in Section 1.6 of the Plan.

   

  In no
  event, however, shall the Forfeiture Restriction (as defined in the
  Restricted Stock Agreement) lapse as to any additional Shares following
  Holder’s Termination of Executive Directorship.

  
					



 


Remainder of page intentionally left blank


 

















 


By his or her signature below, Holder agrees to be
bound by the terms and conditions of the Plan, the Restricted Stock Agreement
and this Grant Notice.  Holder has
reviewed the Restricted Stock Agreement, the Plan and this Grant Notice in
their entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Grant Notice and fully understands all provisions of this Grant
Notice, the Restricted Stock Agreement and the Plan.  Holder hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under or relating to the Plan, this Grant Notice or the
Restricted Stock Agreement.


 


	
  MAUI LAND & PINEAPPLE COMPANY, INC.:

  	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /S/
  WALTER A. DODS JR.

  	
   

  	
  By:

  	
  /S/
  WARREN H. HARUKI

  
	
  Print
  Name:

  	
  Walter
  A. Dods Jr.

  	
   

  	
  Print
  Name:

  	
  Warren
  H. Haruki

  
	
  Title:

  	
  Chairman, Compensation
  Committee

  	
   

  	
   

  
	
  Address:

  	
  P.O. Box
  187

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Kahului,
  Maui, Hawaii 96733

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  May 4,
  2009

  	
   

  	
   

  



 


	
  Attachments:

  	
  Restricted Stock Award Agreement (Exhibit A)

  
	
   

  	
  Form of
  Internal Revenue Code Section 83(b) Election and Instructions (Exhibit B)

  
	
   

  	
   

  	
  ·  Election under Internal
  Revenue Code Section 83(b) (Attachment 1 to
  Exhibit B)

  
	
   

  	
   

  	
  · Sample Cover
  Letter to Internal Revenue Service (Attachment 2 to
  Exhibit B)

  
	
   

  	
  Maui
  Land & Pineapple Company, Inc. 2006 Equity and Incentive Award
  Plan (Exhibit C)

  
	
   

  	
  Maui Land & Pineapple Company,
  Inc. 2006 Equity and Incentive Award Plan Prospectus (Exhibit D

  



 


2

















 


EXHIBIT A


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


RESTRICTED STOCK AWARD
AGREEMENT


 


Pursuant to the Restricted
Stock Award Grant Notice (“Grant Notice”)  to which this Restricted Stock
Award Agreement (this “Agreement”) is  attached, Maui Land &
Pineapple Company, Inc., a Hawaii corporation (the “Company”),  has granted to Holder the number of
shares of the Company’s common stock, no par value (“Stock”),
set forth in the Grant Notice (the “Shares”),
upon the terms and conditions set forth in the Company’s 2006 Equity and
Incentive Award Plan (the “Plan”), the
Grant Notice and this Agreement.


 


ARTICLE I



GENERAL


 


1.1           Defined Terms.  Capitalized terms not specifically defined
herein shall have the meanings specified in the Grant Notice or, if not defined
therein, the Plan.


 


1.2           Incorporation of Terms of Plan.  The Shares are subject to the terms and
conditions of the Plan which are incorporated herein by reference.


 


ARTICLE II



GRANT OF RESTRICTED STOCK


 


2.1           Grant of Restricted Stock.  In consideration of Holder’s past and/or
continued employment with or service to the Company or its Subsidiaries and for
other good and valuable consideration, effective as of the Grant Date set forth
in the Grant Notice (the “Grant
Date”),  the Company hereby agrees to issue to Holder the
Shares,  upon the terms and conditions set forth in the Plan,
the Grant Notice and this Agreement.


 


2.2           Issuance of Shares.  The issuance of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously
with the execution of the Grant Notice by the parties or on such other date as
the Company and Holder shall agree (the “Issuance
Date”).
 Subject to the provisions of Article IV,
the Company shall issue the Shares (which shall be issued in Holder’s name) on
the Issuance Date.


 


2.3           Conditions to Issuance of Stock
Certificates.  The Shares, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company.  Such Shares shall be fully paid and
nonassessable.  The Company shall not be
required to issue or deliver any Shares prior to fulfillment of all of the
following conditions:


 


(a)         The admission of such Shares to listing
on all stock exchanges on which the Stock is then listed;


 


(b)         The completion of any registration or
other qualification of such Shares under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, which the Administrator shall, in its
absolute discretion, deem necessary or advisable;


 

















 


(c)         The obtaining of any approval or other
clearance from any state or federal governmental agency which the Administrator
shall, in its absolute discretion, determine to be necessary or advisable;


 


(d)         The lapse of such reasonable period of
time following the Issuance Date as the Administrator may from time to time
establish for reasons of administrative convenience; and


 


(e)         The receipt by the Company of full
payment for all amounts which, under federal, state or local tax law, the Company
(or other employer corporation) is required to withhold upon issuance of such
Shares.


 


2.4           Rights as Stockholder.  Except as otherwise provided herein, upon
delivery of the Shares to the escrow agent pursuant to Article IV, Holder
shall have all the rights of a stockholder with respect to said Shares, subject
to the restrictions herein, including the right to vote the Shares and to
receive all dividends or other distributions paid or made with respect to the
Shares; provided, however, that any and all extraordinary
cash dividends paid on such Shares and any and all shares of Stock, capital
stock or other securities or property received by or distributed to Holder with
respect to the Shares as a result of any stock dividend, stock split, reverse
stock split, recapitalization, combination, reclassification, or similar change
in the capital structure of the Company shall also be subject to the Forfeiture
Restriction (as defined in Section 3.1) and the restrictions on transfer
in Section 3.4 until such restrictions on the underlying Shares lapse or
are removed pursuant to this Agreement (or, if such Shares are no longer
outstanding, until such time as such Shares would have been released from the
Forfeiture Restriction pursuant to this Agreement).  In addition, in the event of any merger,
consolidation, share exchange or reorganization affecting the Shares,
including, without limitation, a Change in Control, then any new, substituted
or additional securities or other property (including money paid other than as
a regular cash dividend) that is by reason of any such transaction received
with respect to, in exchange for or in substitution of the Shares shall also be
subject to the Forfeiture Restriction (as defined in Section 3.1) and the
restrictions on transfer in Section 3.4 until such restrictions on the
underlying Shares lapse or are removed pursuant to this Agreement (or, if such
Shares are no longer outstanding, until such time as such Shares would have
been released from the Forfeiture Restriction pursuant to this Agreement).  Any such assets or other securities received
by or distributed to Holder with respect to, in exchange for or in substitution
of any Unreleased Shares (as defined in Section 3.3) shall be immediately
delivered to the Company to be held in escrow pursuant to Section 4.1.


 


ARTICLE
III



RESTRICTIONS ON SHARES


 


3.1           Forfeiture Restriction.  Subject to the provisions of Section 3.2,
if Holder has a Termination of Employment, Termination of Consultancy, or
Termination of Directorship, as applicable, for any or no reason, all of the
Unreleased Shares (as defined in Section 3.3) shall thereupon be forfeited
immediately and without any further action by the Company (the “Forfeiture Restriction”).  Upon the occurrence of such a forfeiture, the
Company shall become the legal and beneficial owner of the Shares being
forfeited and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being forfeited by Holder.  In
the event any of the Unreleased Shares are forfeited under this Section 3.1,
any cash, cash equivalents, assets or securities received by or distributed to
Holder with respect to, in exchange for or in substitution of such Shares and
held by the escrow agent pursuant to Section 4.1 and the Joint Escrow
Instructions shall be promptly transferred by the escrow agent to the Company.


 


A-2





















 


3.2           Release of Shares from Forfeiture
Restriction.  The Shares shall be
released from the Forfeiture Restriction as indicated in the Grant Notice.  Any of the Shares released from the
Forfeiture Restriction shall thereupon be released from the restrictions on
transfer under Section 3.4.  In the
event any of the Shares are released from the Forfeiture Restriction, any
dividends or other distributions paid on such Shares and held by the escrow
agent pursuant to Section 4.1 and the Joint Escrow Instructions shall be
promptly paid by the escrow agent to Holder.


 


3.3           Unreleased Shares.  Any of the Shares which, from time to time,
have not yet been released from the Forfeiture Restriction are referred to
herein as “Unreleased
Shares.”


 


3.4           Restrictions on Transfer.  Unless otherwise permitted by the
Administrator pursuant to the Plan, no Unreleased Shares or any dividends or
other distributions thereon or any interest or right therein or part thereof,
shall be liable for the debts, contracts or engagements of Holder or his or her
successors in interest or shall be subject to sale or other disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such sale or other disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy), and any attempted sale
or other disposition thereof shall be null and void and of no effect.


 


ARTICLE IV



ESCROW OF SHARES


 


4.1           Escrow of Shares.  To insure the availability for delivery of
Holder’s Unreleased Shares in the event of forfeiture of such Shares by Holder
pursuant to Section 3.1, Holder hereby appoints the Secretary of the
Company, or any other person designated by the Administrator as escrow agent,
as his or her attorney-in-fact to assign and transfer unto the Company, such
Unreleased Shares, if any, forfeited by Holder pursuant to Section 3.1 and
any dividends or other distributions thereon, and shall, upon execution of this
Agreement, deliver and deposit with the Secretary of the Company, or such other
person designated by the Administrator, any share certificates representing the
Unreleased Shares, together with the stock assignment duly endorsed in blank,
attached as Exhibit C to the Grant Notice.  The Unreleased Shares and stock assignment
shall be held by the Secretary of the Company, or such other person designated
by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of
the Company and Holder attached as Exhibit D to the Grant Notice,
until the Unreleased Shares are forfeited by Holder as provided in Section 3.1,
until such Unreleased Shares are released from the Forfeiture Restriction, or
until such time as this Agreement no longer is in effect.  Upon release of the Unreleased Shares from
the Forfeiture Restriction, the escrow agent shall deliver to Holder the
certificate or certificates representing such Shares in the escrow agent’s
possession belonging to Holder in accordance with the terms of the Joint Escrow
Instructions attached as Exhibit D to the Grant Notice, and the
escrow agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless
retain such certificate or certificates as escrow agent if so required pursuant
to other restrictions imposed pursuant to this Agreement.  If the Shares are held in book entry form,
then such entry will reflect that the Shares are subject to the restrictions of
this Agreement.  If any dividends or
other distributions are paid on the Unreleased Shares held by the escrow agent
pursuant to this Section 4.1 and the Joint Escrow Instructions, such
dividends or other distributions shall also be subject to the restrictions set
forth in this Agreement and held in escrow pending release of the Unreleased
Shares with respect to which such dividends or other distributions were paid
from the Forfeiture Restriction.


 


4.2           Transfer of Forfeited Shares.  Holder hereby authorizes and directs the
Secretary of the Company, or such other person designated by the Administrator,
to transfer the Unreleased Shares which have been forfeited by Holder to the
Company.


 


A-3





















 


4.3           No Liability for Actions in
Connection with Escrow.  The Company,
or its designee, shall not be liable for any act it may do or omit to do with
respect to holding the Shares in escrow while acting in good faith and in the
exercise of its judgment.


 


ARTICLE V



OTHER PROVISIONS


 


5.1           Adjustment for Stock Split.  In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification, or
similar change in the capital structure of the Company, the Administrator shall
make appropriate and equitable adjustments in the Unreleased Shares subject to
the Forfeiture Restriction and the number of Shares, consistent with any
adjustment under Section 11.3 of the Plan. 
The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Shares, to any and all shares of capital stock
or other securities, property or cash which may be issued in respect of, in
exchange for, or in substitution of the Shares, and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.


 


5.2           Taxes.  Holder has reviewed with Holder’s own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by the Grant Notice and this
Agreement.  Holder is relying solely on
such advisors and not on any statements or representations of the Company or
any of its agents.  Holder understands
that Holder (and not the Company) shall be responsible for Holder’s own tax
liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.  Holder understands
that Holder will recognize ordinary income for federal income tax purposes
under Section 83 of the Code as the restrictions applicable to the
Unreleased Shares lapse.  In this
context, “restriction” includes the Forfeiture Restriction.  Holder understands that Holder may elect to
be taxed for federal income tax purposes at the time the Shares are issued
rather than as and when the Forfeiture Restriction lapses by filing an election
under Section 83(b) of the Code with the Internal Revenue Service no
later than thirty days following the date of purchase.  A form of election under Section 83(b) of
the Code is attached to the Grant Notice as Exhibit E.


 


HOLDER ACKNOWLEDGES THAT IT
IS HOLDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE
ELECTION UNDER SECTION 83(b), EVEN IF HOLDER REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HOLDER’S BEHALF.


 


5.3           Limitations Applicable to Section 16
Persons.  Notwithstanding any other
provision of the Plan or this Agreement, if Holder is subject to Section 16
of the Exchange Act, the Plan, the Shares and this Agreement shall be subject
to any additional limitations set forth in any applicable exemptive rule under
Section 16 of the Exchange Act (including any amendment to Rule 16b-3
of the Exchange Act) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.


 


5.4           Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such
rules.  All actions taken and all
interpretations and determinations made by the Administrator in good faith shall be binding, conclusive and final upon Holder, the
Company and all other interested persons. 
No member of the Administrator
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, 


 


A-4





















 


this
Agreement or the Shares.  In its absolute
discretion, the Board may at any time and from time to time exercise any and
all rights and duties of the Administrator
under the Plan and this Agreement.


 


5.5           Restrictive Legends and
Stop-Transfer Orders.


 


(a)         Any share certificate(s) evidencing
the Shares issued hereunder shall be endorsed with the following legend and any
other legend(s) that may be required by any applicable federal or state
securities laws:


 


THE SHARES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO FORFEITURE IN FAVOR OF THE COMPANY AND MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF A RESTRICTED STOCK AWARD AGREEMENT BETWEEN
THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY
OF THE COMPANY.


 


(b)         Holder agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.


 


(c)         The Company shall not be required: (i) to
transfer on its books any Shares that have been sold or otherwise transferred
in violation of any of the provisions of this Agreement, or (ii) to treat
as owner of such Shares or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares shall have been so
transferred.


 


5.6           Tax Withholding.


 


(a)         The Company shall be entitled to
require payment of any sums required by federal, state or local tax law to be
withheld with respect to the transfer of the Shares or the lapse of the
Forfeiture Restriction with respect to the Shares, or any other taxable event
related thereto.  The Company may permit
Holder to make such payment in one or more of the forms specified below:


 


(i)            by cash or check made
payable to the Company;


 


(ii)           by the deduction of
such amount from other compensation payable to Holder;


 


(iii)          by tendering Shares
which are not subject to the Forfeiture Restriction and which have a then
current Fair Market Value not greater than the amount necessary to satisfy the
Company’s withholding obligation based on the minimum statutory withholding
rates for federal, state and local income tax and payroll tax purposes; or


 


(iv)          in any combination
of the foregoing.


 


(b)           In the event Holder
fails to provide timely payment of all sums required by the Company pursuant to
Section 5.6(a), the Company shall have the right and option, but not
obligation, to treat such failure as an election by Holder to provide all or
any portion of such required payment by means of tendering Shares in accordance
with Section 5.6(a)(iii).


 


5.7           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company, and any notice to be given to Holder shall be
addressed to Holder at the address given beneath Holder’s signature on the
Grant Notice.


 


A-5


















 


By a notice given pursuant
to this Section 5.7, either party may hereafter designate a different
address for notices to be given to that party. 
Any notice shall be deemed duly given when sent via email or when sent
by certified mail (return receipt requested) and deposited (with postage
prepaid) in a post office or branch post office regularly maintained by the
United States Postal Service.


 


5.8           Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


5.9           Governing Law; Severability.  This Agreement shall be administered,
interpreted and enforced under the laws of the State of Hawaii without regard
to conflicts of laws thereof.  Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


5.10         Conformity to Securities Laws.  Holder acknowledges that the Plan is intended
to conform to the extent necessary with all provisions of the Securities Act
and the Exchange Act and any and all regulations and rules promulgated by
the Securities and Exchange Commission thereunder, and state securities laws
and regulations.  Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the Shares
are to be issued, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.


 


5.11         Amendments.  This Agreement may not be modified, amended
or terminated except by an instrument in writing, signed by Holder and by a
duly authorized representative of the Company.


 


5.12         No Employment Rights.  If Holder is an employee, nothing in the Plan
or this Agreement shall confer upon Holder any right to continue in the employ
of the Company or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company and its Subsidiaries, which are expressly reserved,
to discharge Holder at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written agreement
between the Company and Holder.


 


5.13         Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Holder and his or her
heirs, executors, administrators, successors and assigns.


 


A-6





















 


EXHIBIT B


 


TO RESTRICTED
STOCK AWARD GRANT NOTICE


 


FORM OF 83(B) ELECTION
AND INSTRUCTIONS


 


These
instructions are provided to assist you if you choose to make an election under
Section 83(b) of the Internal Revenue Code, as amended, with respect
to the shares of common stock, no par value, of Maui Land & Pineapple
Company, Inc. transferred to you.  Please consult with your personal tax advisor
as to whether an election of this nature will be in your best interests in
light of your personal tax situation.


 


The executed original of the Section 83(b) election must be
filed with the Internal Revenue Service  not later
than 30 days after the date the shares were transferred to you.  PLEASE NOTE:  There is no remedy for failure to file on
time.  The steps outlined below should be
followed to ensure the election is mailed and filed correctly and in a timely
manner.  ALSO, PLEASE NOTE:  If you make the Section 83(b) election,
the election is irrevocable.


 


1.                                       Complete Section 83(b) election
form (attached as Attachment 1) and make four (4) copies of the
signed election form.  (Your spouse, if
any, should sign the Section 83(b) election form as well.)


 


2.                                       Prepare the
cover letter to the Internal Revenue Service (sample letter attached as Attachment
2).


 


3.                                       Send the cover
letter with the originally executed Section 83(b) election form and
one (1) copy via certified mail, return receipt requested to the Internal
Revenue Service at the address of the Internal Revenue Service where you file
your personal tax returns.  We suggest
that you have the package date-stamped at the post office.  The post office will provide you with a white
certified receipt that includes a dated postmark.  Enclose a self-addressed, stamped envelope so
that the Internal Revenue Service may return a date-stamped copy to you.  However, your postmarked receipt is your
proof of having timely filed the Section 83(b) election if you do not
receive confirmation from the Internal Revenue Service.


 


4.                                       One (1) copy
must be sent to Maui Land & Pineapple Company, Inc. for its
records and one (1) copy must be attached to your federal income tax
return for the applicable calendar year.


 


5.                                       Retain the
Internal Revenue Service file stamped copy (when returned) for your records.


 


Please consult your personal tax advisor for the address of the office
of the Internal Revenue Service to which you should mail your election form.


 

















 


ATTACHMENT 1  TO EXHIBIT B


 


TO RESTRICTED
STOCK AWARD GRANT NOTICE


 


ELECTION UNDER INTERNAL REVENUE CODE SECTION 83(B)


 


The undersigned taxpayer
hereby elects, pursuant to Section 83(b) of the Internal Revenue Code
of 1986, as amended, to include in taxpayer’s gross income for the current
taxable year the amount of any compensation taxable to taxpayer in connection
with taxpayer’s receipt of shares (the “Shares”) of common stock, no par
value, of Maui Land & Pineapple Company, Inc., a Hawaii
corporation (the “Company”).


 


1.                                       The name,
address and taxpayer identification number of the undersigned taxpayer are:


 


 


 


 


SSN:                               


 


The
name, address and taxpayer identification number of the taxpayer’s spouse are
(complete if applicable):


 


 


 


 


SSN:                                


 


2.                                       Description of
the property with respect to which the election is being made:


 


                                
shares of common stock, no par value, of the Company.


 


3.                                       The date on
which the property was transferred was
                              ,
20      .


 


4.                                       The taxable
year to which this election relates is calendar year
20      .


 


5.                                       Nature of
restrictions to which the property is subject:


 


The
Shares may not be transferred and are subject to forfeiture if taxpayer’s
employment or service with the Company and its subsidiaries terminates for any
reason.  The forfeiture restriction
applicable to the Shares will lapse in a series of five cumulative installments
of 20% each on                                     ,
20      ,                                     ,
20      ,
                                    ,
20      ,
                                    ,
20       and
                                    ,
20      .


 


6.                                       The fair market
value at the time of transfer (determined without regard to any lapse
restrictions, as defined in Treasury Regulation Section 1.83-3(a)) of the
Shares was
             per
Share.


 


7.                                       No amount was
paid by the taxpayer for the Shares.


 


8.                                       A copy of this
statement has been furnished to the Company.


 


	
  Dated:                 ,
  20      Taxpayer Signature

  	
   

  	
   

  



 


The
undersigned spouse of Taxpayer joins in this election.  (Complete if applicable).


 


	
  Dated:                 ,
  20      Spouse’s Signature

  	
   

  	
   

  



 

















 


ATTACHMENT 2 TO EXHIBIT
B

TO RESTRICTED STOCK AWARD GRANT NOTICE


 


SAMPLE COVER LETTER TO INTERNAL
REVENUE SERVICE


 


[Date]


 


VIA CERTIFIED MAIL

RETURN RECEIPT REQUESTED


 


Internal
Revenue Service


[Address
where taxpayer files returns]


 


	
  Re:

  	
  Election under
  Section 83(b) of the Internal Revenue Code of 1986

  
	
   

  	
  Taxpayer:                                                           

  
	
   

  	
  Taxpayer’s Social Security
  Number:                                                             

  
	
   

  	
  Taxpayer’s Spouse:                                                                                       

  
	
   

  	
  Taxpayer’s Spouse’s Social
  Security Number:                                               

  



 


 


Ladies
and Gentlemen:


 


Enclosed please find an
original and one copy of an Election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, being made by the taxpayer
referenced above.  Please acknowledge
receipt of the enclosed materials by stamping the enclosed copy of the Election
and returning it to me in the self-addressed stamped envelope provided
herewith.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Enclosures


cc:           Maui Land & Pineapple
Company, Inc.


 


D-1

















 


EXHIBIT C


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


MAUI
LAND & PINEAPPLE COMPANY, INC.


 


2006
EQUITY AND INCENTIVE AWARD PLAN


 

















 


EXHIBIT D


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


MAUI LAND &
PINEAPPLE, INC.


 


2006 EQUITY
AND INCENTIVE AWARD PLAN PROSPECTUS