Exhibit 10.1


 


MAUI LAND &
PINEAPPLE COMPANY, INC.


 


2006 EQUITY
AND INCENTIVE AWARD PLAN


 


STOCK OPTION
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 (“Participant”), an
option to purchase the number of shares of the Company’s common stock, no par
value (“Stock”), set forth below (the
“Option”).  This
Option is subject to all of the terms and conditions set forth herein and in
the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the
Plan, which are incorporated herein by reference.  Unless otherwise defined herein, the terms
defined in the Plan shall have the same defined meanings in this Grant Notice.


 


	
  Participant:

  	
   

  	
  Warren H. Haruki

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
  March 9, 2009

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
  $5.20

  
	
   

  	
   

  	
   

  
	
  Total
  Number of Shares Subject to the Option:

  	
   

  	
  25,000

  
	
   

  	
   

  	
   

  
	
  Expiration
  Date:

  	
   

  	
  March 9, 2019

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
  Non-Qualified Stock Option

  
	
   

  	
   

  
	
  Vesting
  Schedule:

  	
  Subject to
  the terms and conditions of the Plan, this Grant Notice and the Stock Option
  Agreement, this Option shall vest and become exercisable as to:

  
	
   

  	
   

  
	
   

  	
  (i)

  	
  20% of the total number of shares of Stock subject to the Option on
  March 9, 2010.,

  
	
   

  	
  (ii)

  	
  20% of the total number of shares of Stock subject to the Option on
  March 9, 2011,

  
	
   

  	
  (iii)

  	
  20% of the total number of shares of Stock subject to the Option on
  March 9, 2012,

  
	
   

  	
  (iv)

  	
  20% of the total number of shares of Stock subject to the Option on
  March 9, 2013, and

  
	
   

  	
  (v)

  	
  20% of the total number of shares of Stock subject to the Option on
  March 9, 2014.

  
	
   

  	
   

  	
   

  
	
   

  	
  In no event, however, shall this Option
  vest and become exercisable for any additional shares of Stock following
  Participant’s Termination of Executive Directorship.

  
	
   

  	
   

  
	
   

  	
  Notwithstanding
  the vesting schedule stated above, in the event of a Change-In-Control as
  defined in Section 1.6 of the Plan, all Options shall immediately vest.

  
						



 


Remainder
of page intentionally left blank.


 

















 


By his or her signature,
Participant agrees to be bound by the terms and conditions of the Plan, the
Stock Option Agreement and this Grant Notice. 
Participant has reviewed the Stock Option 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 Stock Option Agreement and the Plan.  Participant 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 Stock Option Agreement.


 


 


	
  MAUI LAND & PINEAPPLE COMPANY, INC.:

  	
  PARTICIPANT:

  
	
   

  	
   

  
	
  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:    Stock
Option Agreement (Exhibit A)


Form of Exercise Notice (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)


 

















 


EXHIBIT A


 


TO STOCK
OPTION GRANT NOTICE


 


STOCK OPTION
AGREEMENT


 


Pursuant to the Stock Option
Grant Notice (the “Grant Notice”) to which
this Stock Option Agreement (this “Agreement”) is attached,
Maui Land & Pineapple Company, Inc., a Hawaii corporation (the “Company”), has granted to Participant an option
under the Company’s 2006 Equity and Incentive Award Plan (the “Plan”) to purchase the number of shares of
the Company’s common stock, no par value (“Stock”),
indicated in the Grant Notice.


 


ARTICLE I



GENERAL


 


1.1           Defined Terms.  Wherever the following terms are used in this
Agreement they shall have the meanings specified below, unless the context
clearly indicates otherwise.  Capitalized
terms not specifically defined herein shall have the meanings specified in the
Grant Notice or, if not defined therein, the Plan.


 


“Cause” shall mean (i) the
commission of any act of fraud, embezzlement or dishonesty by Participant that
adversely affects the Company or any Subsidiary, (ii) any unauthorized use
or disclosure by Participant of confidential information or trade secrets of
the Company or any Subsidiary that adversely affects the Company or any
Subsidiary, (iii) any willful and continued failure by Participant to
substantially perform his or her duties with the Company or any Subsidiary
(other than any such failure resulting from Participant’s incapacity due to
physical or mental illness), after a written demand for substantial performance
is delivered to Participant by the Board, which demand specifically identifies
the manner in which the Board believes that Participant has not substantially
performed such duties, or (iv) any willful and continued failure by
Participant to substantially follow and comply with the specific and lawful
directives of the Board, as reasonably determined by the Board (other than any
such failure resulting from Participant’s incapacity due to physical or mental
illness), after a written demand for substantial performance is delivered to
Participant by the Board, which demand specifically identifies the manner in
which the Board believes that Participant has not substantially performed such
directives.  The foregoing definition
shall not in any way preclude or restrict the right of the Company (or any
Subsidiary) to discharge or dismiss Participant or any other person in the
service of the Company (or any Subsidiary) for any other acts or omissions, but
such other acts or omissions shall not be deemed, for purposes of this
Agreement, to constitute grounds for termination for Cause.


 


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


 


ARTICLE II



GRANT OF OPTION


 


2.1           Grant of Option.  In consideration of Participant’s past and/or
continued employment with or service to the Company or a Parent or Subsidiary
and for other good and valuable consideration, effective as of the Grant Date
set forth in the Grant Notice (the “Grant
Date”), the Company irrevocably grants to Participant the Option to
purchase any part or all of an aggregate of the number of shares of Stock set
forth in the Grant Notice, upon the terms and conditions set forth in the Plan
and this 


 

















 


Agreement. 
Unless designated as a Non-Qualified Stock Option in the Grant Notice,
the Option shall be an Incentive Stock Option to the maximum extent permitted
by law.


 


2.2           Exercise Price.  The exercise price of the shares of Stock
subject to the Option shall be as set forth in the Grant Notice, without
commission or other charge; provided,
however, that the exercise price
per share of Stock subject to the Option shall not be less than 100% of the
Fair Market Value of a share of Stock on the Grant Date.  Notwithstanding the foregoing, if this Option
is designated as an Incentive Stock Option and Participant owns (within the
meaning of Section 424(d) of the Code) more than 10% of the total
combined voting power of all classes of stock of the Company or any “subsidiary
corporation” of the Company or any “parent corporation” of the Company (each
within the meaning of Section 424 of the Code), the exercise price per
share of Stock subject to the Option shall not be less than 110% of the Fair
Market Value of a share of Stock on the Grant Date.


 


2.3           Consideration to the
Company; No Employment Rights.  In
consideration of the grant of the Option by the Company, Participant agrees to
render faithful and efficient services to the Company or any Parent or
Subsidiary.  Nothing in the Plan or this
Agreement shall confer upon Participant any right to continue in the employ or
service of the Company or any Parent or Subsidiary or shall interfere with or
restrict in any way the rights of the Company and its Parents and Subsidiaries,
which rights are hereby expressly reserved, to discharge or terminate the
services of Participant 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, a Parent or a Subsidiary and Participant.


 


ARTICLE III



PERIOD OF EXERCISABILITY


 


3.1           Commencement of
Exercisability.


 


(a)           Subject to Sections 3.2, 3.3, and 5.8, the Option shall become vested
and exercisable in such amounts and at such times as are set forth in the Grant
Notice.


 


(b)           No portion of the Option which has not become vested and exercisable at
the date of Participant’s Termination of Employment, Termination of
Directorship or Termination of Consultancy shall thereafter become vested and
exercisable, except as may be otherwise provided by the Administrator or as set
forth in a written agreement between the Company and Participant.


 


3.2           Duration of
Exercisability.  The installments
provided for in the vesting schedule set forth in the Grant Notice are
cumulative.  Each such installment which
becomes vested and exercisable pursuant to the vesting schedule set forth in
the Grant Notice shall remain vested and exercisable until it becomes
unexercisable under Section 3.3.


 


3.3           Expiration of Option.  The Option may not be exercised to any extent
by anyone after the first to occur of the following events:


 


(a)                                  The expiration of ten years from the Grant
Date;


 


(b)           If this Option is designated as an Incentive Stock Option and
Participant owned (within the meaning of Section 424(d) of the Code),
at the time the Option was granted, more than 10% of the total combined voting
power of all classes of stock of the Company or any “subsidiary corporation” of
the Company or any “parent corporation” of the Company (each within the meaning
of Section 424 of the Code), the expiration of five years from the Grant
Date;


 


A-2

















 


(c)           The expiration of six months following the date of Participant’s
Termination of Employment, Termination of Directorship or Termination of
Consultancy, unless such termination occurs by reason of Participant’s death or
Disability or Participant’s discharge for Cause;


 


(d)           The expiration of twelve months following the date of Participant’s
Termination of Employment, Termination of Directorship or Termination of
Consultancy by reason of Participant’s death or Disability; or


 


(e)           The date of Participant’s Termination of Employment, Termination of
Directorship or Termination of Consultancy by the Company or any Parent or
Subsidiary by reason of Participant’s discharge for Cause.


 


Participant acknowledges
that an Incentive Stock Option exercised more than three months after
Participant’s Termination of Employment, other than by reason of death or
Disability, will be taxed as a Non-Qualified Stock Option.


 


3.4           Special Tax Consequences. 
Participant acknowledges that, to the extent that the aggregate Fair
Market Value (determined as of the time the Option is granted) of all shares of
Stock with respect to which Incentive Stock Options, including the Option, are
exercisable for the first time by Participant in any calendar year exceeds
$100,000, the Option and such other options shall be Non-Qualified Stock
Options to the extent necessary to comply with the limitations imposed by Section 422(d) of
the Code.  Participant further
acknowledges that the rule set forth in the preceding sentence shall be
applied by taking the Option and other “incentive stock options” into account
in the order in which they were granted, as determined under Section 422(d) of
the Code and the Treasury Regulations thereunder.


 


ARTICLE IV



EXERCISE OF OPTION


 


4.1           Person Eligible to
Exercise.  Except as provided in Section 5.2,
during the lifetime of Participant, only Participant may exercise the Option or
any portion thereof.  After the death of
Participant, any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be exercised by
Participant’s personal representative or by any person empowered to do so under
the deceased Participant’s will or under the then applicable laws of descent
and distribution.


 


4.2           Partial Exercise.  Any exercisable portion of the Option or the
entire Option, if then wholly exercisable, may be exercised in whole or in part
at any time prior to the time when the Option or portion thereof becomes
unexercisable under Section 3.3.


 


4.3           Manner of Exercise.  The Option, or any exercisable portion
thereof, may be exercised solely by delivery to the Secretary of the Company or
the Secretary’s office of all of the following prior to the time when the Option
or such portion thereof becomes unexercisable under Section 3.3:


 


(a)           An Exercise Notice in writing signed by Participant or any other person
then entitled to exercise the Option or portion thereof, stating that the
Option or portion thereof is thereby exercised, such notice complying with all
applicable rules established by the Administrator.  Such notice shall be substantially in the
form attached as Exhibit B to the Grant Notice (or such other form
as is prescribed by the Administrator);


 


A-3

















 


(b)           The receipt by the Company of full payment for the shares with respect
to which the Option or portion thereof is exercised, including payment of any
applicable withholding tax, which may be in one or more of the forms of
consideration permitted under Section 4.4;


 


(c)           A bona fide written representation and agreement, in such form as is
prescribed by the Administrator, signed by Participant or the other person then
entitled to exercise such Option or portion thereof, stating that the shares of
Stock are being acquired for Participant’s own account, for investment and
without any present intention of distributing or reselling said shares or any
of them except as may be permitted under the Securities Act and then applicable
rules and regulations thereunder and any other applicable law, and that
Participant or other person then entitled to exercise such Option or portion
thereof will indemnify the Company against and hold it free and harmless from
any loss, damage, expense or liability resulting to the Company if any sale or
distribution of the shares by such person is contrary to the representation and
agreement referred to above.  The
Administrator may, in its absolute discretion, take whatever additional actions
it deems appropriate to ensure the observance and performance of such
representation and agreement and to effect compliance with the Securities Act
and any other federal or state securities laws or regulations and any other
applicable law.  Without limiting the
generality of the foregoing, the Administrator may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Securities Act, and may
issue stop-transfer orders covering such shares.  Share certificates evidencing Stock issued on
exercise of the Option shall bear an appropriate legend referring to the
provisions of this subsection (c) and the agreements herein.  The written representation and agreement
referred to in the first sentence of this subsection (c) shall, however,
not be required if the shares to be issued pursuant to such exercise have been
registered under the Securities Act, and such registration is then effective in
respect of such shares; and


 


(d)           In the event the Option or portion thereof shall be exercised pursuant
to Section 4.1 by any person or persons other than Participant,
appropriate proof of the right of such person or persons to exercise the
Option.


 


4.4           Method of Payment.  Payment of the exercise price shall be by any
of the following, or a combination thereof, at the election of the Participant:


 


(a)           cash;


 


(b)           check;


 


(c)           to the extent permitted under applicable laws, delivery of a notice
that the Participant has placed
a market sell order with a broker with respect to shares of Stock then issuable
upon exercise of the Option, and that the broker has been directed to pay a
sufficient portion of the net proceeds of the sale to the Company in
satisfaction of the aggregate exercise price;  provided, that payment of such proceeds
is then made to the Company upon settlement of such sale;


 


(d)           with the consent of the Administrator, through the delivery of shares
of Stock which have been owned by the Participant for at least six (6) months,
duly endorsed for transfer to the Company with a Fair Market Value on the date
of exercise equal to the aggregate exercise price of the Option or exercised
portion thereof; or


 


(e)           any combination of the consideration provided in the foregoing.


 


4.5           Conditions to Issuance of Stock
Certificates.  The shares of Stock
deliverable upon the exercise of the Option, or any portion thereof, may be
either previously authorized but unissued shares or


 


A-4














 


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 of Stock purchased upon the exercise of the Option
or portion thereof prior to fulfillment of all of the following conditions:


 


(a)           The admission of such shares to listing on all stock
exchanges on which such 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 receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax, which may be in
one or more of the forms of consideration permitted under Section 4.4; and


 


(e)           The lapse of such reasonable period of time following the
exercise of the Option as the Administrator may from time to time establish for
reasons of administrative convenience.


 


4.6           Rights as Stockholder.  The holder of the Option shall not be, nor
have any of the rights or privileges of, a stockholder of the Company in
respect of any shares purchasable upon the exercise of any part of the Option
unless and until such shares shall have been issued by the Company to such
holder (as evidenced by the appropriate entry on the books of the Company or of
a duly authorized transfer agent of the Company).  No adjustment will be made for a dividend or
other right for which the record date is prior to the date the shares are
issued, except as provided in Section 11.3 of the Plan.


 


ARTICLE V



OTHER PROVISIONS


 


5.1           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 Participant, 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,
this Agreement or the Option.  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.


 


5.2           Option Not Transferable.


 


(a)           Subject to Section 5.2(b), the Option may not be
sold, pledged, assigned or transferred in any manner other than by will or the
laws of descent and distribution. 
Neither the Option nor any interest or right therein shall be liable for
the debts, contracts or engagements of Participant or his or her successors in
interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by 


 


A-5

















 


operation of law by judgment, levy,
attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.


 


(b)           Notwithstanding any other provision in this Agreement,
with the consent of the Administrator and to the extent the Option is not
intended to qualify as an Incentive Stock Option, the Option may be transferred
to one or more Permitted Transferees, subject to the terms and conditions set
forth in Section 11.1(b) of the Plan.


 


(c)           Unless transferred to a Permitted Transferee in accordance
with Section 5.2(b), during the lifetime of Participant, only Participant
may exercise the Option or any portion thereof. 
Subject to such conditions and procedures as the Administrator may
require, a Permitted Transferee may exercise the Option or any portion thereof
during Participant’s lifetime.  After the
death of Participant, any exercisable portion of the Option may, prior to the
time when the Option becomes unexercisable under Section 3.3, be exercised
by Participant’s personal representative or by any person empowered to do so under
the deceased Participant’s will or under the then applicable laws of descent
and distribution.


 


5.3           Restrictive Legends and Stop-Transfer Orders.


 


(a)           The share certificate or certificates evidencing the
shares of Stock purchased hereunder shall be endorsed with any legends that may
be required by state or federal securities laws.


 


(b)           Participant 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 of Stock 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 of Stock 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.


 


5.4           Shares to Be Reserved.  The Company shall at all times during the
term of the Option reserve and keep available such number of shares of Stock as
will be sufficient to satisfy the requirements of this Agreement.


 


5.5           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 at the address
given beneath the signature of the Company’s authorized officer on the Grant
Notice, and any notice to be given to Participant shall be addressed to
Participant at the address given beneath Participant’s signature on the Grant
Notice.  By a notice given pursuant to
this Section 5.5, either party may thereafter designate a different
address for notices to be given to that party. 
Any notice which is required to be given to Participant shall, if
Participant is then deceased, be given to the person entitled to exercise his
or her Option pursuant to Section 4.1 by written notice under this Section 5.5.  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.


 


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


 


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5.7           Governing Law; Severability.  This Agreement shall be administered,
interpreted and enforced under the laws of the State of Hawaii, without regard
to the conflicts of law principles 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.


 


5.8           Conformity to Securities Laws.  Participant 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 Option
is granted and may be exercised, 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.


 


5.9           Amendments. 
This Agreement may not be modified, amended or terminated except by an
instrument in writing, signed by Participant or such other person as may be
permitted to exercise the Option pursuant to Section 4.1 and by a duly
authorized representative of the Company.


 


5.10         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 in Section 5.2, this Agreement shall be binding upon
Participant and his or her heirs, executors, administrators, successors and
assigns.


 


5.13         Notification
of Disposition.  If this Option is
designated as an Incentive Stock Option, Participant shall give prompt notice
to the Company of any disposition or other transfer of any shares of Stock
acquired under this Agreement if such disposition or transfer is made (a) within
two years from the Grant Date with respect to such shares or (b) within
one year after the transfer of such shares to him.  Such notice shall specify the date of such
disposition or other transfer and the amount realized, in cash, other property,
assumption of indebtedness or other consideration, by Participant in such
disposition or other transfer.


 


5.14         Limitations Applicable to Section 16 Persons.  Notwithstanding any other provision of the
Plan or this Agreement, if Participant is subject to Section 16 of the
Exchange Act, the Plan, the Option 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.


 


5.15         Entire Agreement. 
The Plan and this Agreement (including all Exhibits hereto) constitute
the entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Participant with respect to the
subject matter hereof.


 


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EXHIBIT B


 


TO STOCK OPTION GRANT NOTICE


 


FORM OF EXERCISE NOTICE


 


Effective as of today,
                                
      , 20      ,
the undersigned (“Participant”)
hereby elects to exercise Participant’s option to purchase the number of shares
of common stock specified below (the “Shares”)  of Maui Land & Pineapple
Company, Inc., a Hawaii corporation (the “Company”),  under and pursuant to the Maui Land &
Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (the “Plan”), the Stock Option Grant
Notice dated as of           ,
20     and the Stock Option Agreement attached thereto (the
“Option Agreement”).  Capitalized
terms used herein without definition shall have the meanings given in the Plan
and, if not defined in the Plan, the Option Agreement.


 


	
  Grant
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of
  Shares as to which Option is Exercised:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise
  Price per Share:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Exercise Price:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  
	
  Certificate
  to be issued in name of:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Payment
  delivered herewith:

  	
   

  	
  $                                                    (Representing the full exercise price for the Shares, as well as any
  applicable withholding tax) 

  Form of Payment:                       

  
	
   

  	
   

  	
  (Please specify)

  
	
   

  	
   

  	
   

  
	
  Type of
  Option:

  	
   

  	
  o Incentive Stock Option                  o Non-Qualified Stock Option

  



 


Participant acknowledges
that Participant has received, read and understood the Plan and the Option
Agreement.  Participant agrees to abide
by and be bound by their terms and conditions. 
Participant understands that Participant may suffer adverse tax
consequences as a result of Participant’s purchase or disposition of the
Shares.  Participant represents that
Participant has consulted with any tax consultants Participant deems advisable
in connection with the purchase or disposition of the Shares and that
Participant is not relying on the Company for any tax advice.  The Plan and Option Agreement are
incorporated herein by reference.  This
Exercise Notice, the Plan and the Option Agreement constitute the entire
agreement of the parties and supersede in their entirety all prior undertakings
and agreements of the Company and Participant with respect to the subject
matter hereof.


 


	
  ACCEPTED
  BY:

  MAUI LAND & PINEAPPLE COMPANY, INC.

  	
   

  	
  SUBMITTED
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EXHIBIT C


 


TO STOCK OPTION GRANT NOTICE


 


MAUI LAND & PINEAPPLE
COMPANY, INC. 

2006 EQUITY AND INCENTIVE AWARD PLAN


 

















 


EXHIBIT D


 


TO STOCK OPTION GRANT NOTICE


 


MAUI LAND & PINEAPPLE
COMPANY, INC. 

2006 EQUITY AND INCENTIVE AWARD PLAN PROSPECTUS