Exhibit 10.4


 


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 the provisions of 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”).  Shares that are released from Forfeiture
Restrictions in accordance with Sections 3.2 and 3.3 of the Restricted Stock
Agreement are referred to in this Grant Notice as “Released
Shares.”


 


	
  Holder:

  	
  John P. Durkin

  
	
   

  	
   

  
	
  Grant Date:

  	
  April 15,
  2009

  
	
   

  	
   

  
	
  Total Number of Restricted Shares:

  	
  15,000

  
	
   

  	
   

  
	
  Performance Vesting Criteria:

  	
  Subject
  to the terms and conditions of the Plan, this Grant Notice and the Restricted
  Stock Agreement, up to 3,000 Shares shall vest and become Released Shares
  following each of the fiscal years ending December 31, 2009, 2010, 2011,
  2012 and 2013 (the “Performance Period”); provided, that the performance
  criteria for the applicable fiscal year is achieved, as determined in the
  sole and complete discretion of the Committee. Specific performance criteria
  for each fiscal year shall be established by the Committee prior to the end
  of the first quarter of fiscal year 2010, 2011, 2012, and 2013, as
  applicable. Specific performance criteria for fiscal year 2009 shall be
  established by the Committee as soon as practicable.  

  

  Any Shares that do not become Released Shares after fiscal year 2009
  and any other Shares that do not become Released Shares at such time as such
  Shares are eligible to become Released Shares as a result of not achieving
  specified performance criteria shall be carried forward and become eligible
  for vesting in the subsequent year of the Performance Period subject to achievement
  of performance criteria adopted by the Committee with respect to such Shares
  that have been carried forward.

  

  Notwithstanding the foregoing, subject to the
  Restricted Stock Agreement, in no event, shall any Shares vest and become
  Released Shares following Holder’s Termination of Employment.

  

  Notwithstanding the foregoing, all Shares shall
  become Released Shares and shall vest immediately upon a Change in Control as
  defined in Section 1.6 of the Plan.

  



 


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 


 


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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 Board 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/
  WARREN H. HARUKI

  	
   

  	
  By:

  	
  /S/
  JOHN P. DURKIN

  
	
  Print
  Name:

  	
  Warren
  H. Haruki

  	
   

  	
  Print
  Name:

  	
  John
  P. Durkin

  
	
  Title:

  	
  Executive
  Chairman

  	
   

  	
   

  	
   

  
	
  Address:

  	
  P.O. Box
  187

  	
   

  	
  Address:

  	
   

  
	
   

  	
  Kahului,
  Maui, Hawaii 96733

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  May 4,
  2009

  	
   

  	
   

  	
   

  



 


Attachments:            The
following Exhibits listed below have been previously distributed to the Holder.
Additional copies are available upon request from the Holder.


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)


 


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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 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 Board shall,
in its absolute discretion, deem necessary or advisable;


 


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(c)                            The obtaining
of any approval or other clearance from any state or federal governmental
agency which the Board 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 Board may
from time to time establish for reasons of administrative convenience; and


 


(e)                            The receipt by
the Company of full payment for all amounts (if any) 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
for any or no reason, all of the Unreleased Shares (as defined in Section 3.3)
shall be forfeited immediately and automatically transferred to the Company
without further action by the Company (the “Forfeiture Restriction”); provided,
however, that for this purpose, (i) any termination of Holder’s employment
by the Company or any of its subsidiaries that occurs on or after the
Performance Period, but not later than the date the Announcement Date, shall be
deemed to have occurred on the first business day after the Announcement Date,
and (ii) any other termination of Holder’s employment by reason of death
or permanent and total disability that occurs on or after July 1 of any
year during the Performance Period, but no later than the Announcement Date for
that year shall be deemed to have occurred on the first business day after such
Announcement Date.  Further, for this
purpose, Holder’s employment shall not be treated as terminated in the case of
a transfer of employment within the Company and its subsidiaries or in the case
of sick leave and other approved leaves of absence.  Upon the occurrence of such a forfeiture, the
Company shall become the legal and beneficial owner of the Shares 


 


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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.


 


3.2                                 Release of
Shares from Forfeiture Restriction.  The Shares shall be released from the
Forfeiture Restriction as indicated in the Grant Notice effective as of the
date Holder receives written the written Notice of Release set forth in Section 3.5
below.  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 Board 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.


 


3.5                                 Notice of
Release.  The Committee shall provide
written notice to Holder of whether, and the extent to which, any of the Shares
became vested and released in accordance with Section 3.2 above for each
calendar year during the Performance Period. 
Such notice shall be provided as soon as administratively practicable
after audited financial statements are available for such calendar year and the
Committee has certified in writing the extent to which the applicable
performance goals set forth in the Grant Notice were achieved.


 


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 Board 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 Board, any share certificates representing the
Unreleased Shares, together with the stock assignment duly endorsed in blank,
attached as Exhibit B 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 Board, in escrow, pursuant to the Joint Escrow Instructions of the
Company and Holder attached as Exhibit C 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 


 


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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 C 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                                 Notice of
Forfeited Shares; Transfer of Forfeited Shares.  The Committee shall provide written notice to
Holder of whether any of the Shares were permanently forfeited for each
calendar year during the Performance Period. 
Such notice shall be provided as soon as administratively practicable
after audited financial statements are available for such calendar year.  Holder hereby authorizes and directs the
Secretary of the Company, or such other person designated by the Board, to
transfer the Unreleased Shares which have been forfeited by Holder immediately
to the Company.


 


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 Board 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 D.


 


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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.


 


As additional consideration
for Holder’s past and/or continued service to the Company or its Subsidiaries,
in the event that the Company achieves the Maximum NOI for the Company’s
pineapple operations in fiscal year 2006, as set forth and defined in the
Restricted Share Agreement dated June 30, 2004 (the “2004 Agreement”)
between the Company and Holder, the Company shall pay to Holder a cash bonus
equal to Holder’s federal and state income and payroll taxes directly resulting
from the vesting of shares under the 2004 Agreement for the fiscal year 2006,
grossed up for taxes resulting from such cash bonus.


 


5.3                                 Limitations
Applicable to Section 16 Persons.  Notwithstanding any other provision of the
Plan or this Agreement, 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 Board 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 Board in good faith shall be binding, conclusive and final upon Holder, the
Company and all other interested persons. 
No member of the Board
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, this Agreement or the Shares.


 


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.


 


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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.  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.


 


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5.12                           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.


 


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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.


 


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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
service as a member of the Board of Directors of the Company terminates for any
reason.  The forfeiture restriction will
lapse with respect to 250 Shares on the last business day of each calendar
quarter following the date of grant.


 


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

  	
   

  	
   

  



 


B-2

















 


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.


 


B-3





















 


EXHIBIT C


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


MAUI LAND &
PINEAPPLE COMPANY, INC. 

2006 EQUITY AND INCENTIVE AWARD PLAN