Exhibit 10.58


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


This First Amendment to Employment Agreement (“Amendment”)
is made and entered into effective as of the 8th day of December 2008,
by and between MAUI LAND & PINEAPPLE COMPANY, INC. (“Company”), a Hawaii
corporation, whose principal place of business is in the State of Hawaii, and
DAVID C. COLE (the “Executive”).


 


WHEREAS, Company and Executive entered into an
Employment Agreement, which was made effective as of the 6th day of October 2003 (the “Employment
Agreement”), providing for the terms and conditions of the employment of
Executive with Company.


 


WHEREAS, pursuant to Section 20 of the
Employment Agreement, Company and Executive wish to amend certain terms and
provisions of the Employment Agreement.


 


WHEREAS, except as specifically amended hereby, the
terms and provisions of the Employment Agreement shall continue in full force
and effect.


 


NOW, THEREFORE, in consideration of the premises and
promises contained herein, the parties agree as follows:


 


1.                                       Section 8(g) of the Employment Agreement is hereby
amended to read in its entirety as follows:


 


“Definition of Resignation
for Good Reason. A resignation for good reason will occur if Executive resigns
his employment due to the occurrence of any of the following conditions,
without Executive’s written consent; provided that Executive provides written
notice to Company of the existence of any such condition within ninety (90)
days of its initial existence and Company fails to remedy the condition within thirty
(30) days of receiving such notice. 
Notwithstanding the preceding sentence, if Executive does not resign
within nine (9) months of the occurrence of a condition described below,
Executive is deemed to have consented and acquiesced to the condition which
shall not thereafter constitute “Good Reason”:


 


(i)                                     a material diminution in Executive’s base compensation;


 


(ii)                                  a material diminution in Executive’s authority, duties, or
responsibilities;


 


(iii)                               a material diminution in the authority, duties, or
responsibilities of the supervisor to whom Executive reports, including a
requirement that Executive report to a corporate officer or employee instead of
reporting directly to the board of directors of the Company;


 


(iv)                              a material diminution in the budget over which Executive
retains authority;


 


(v)                                 a material change in the geographic location at which
Executive is required to perform services to the Company pursuant to the
Employment Agreement; or


 


(vi)                              any other action or inaction that is a material breach by the
Company of the Employment Agreement.


 


 

















 


2.                                       Except as otherwise set forth in this Amendment, the terms
and conditions of the Employment Agreement shall remain in full force and
effect.


 


3.                                       This Amendment and the Employment Agreement contains the
entire understanding and agreement between the parties concerning the subject
matter of this Amendment and the Employment Agreement, including, but not
limited to, Executive’s employment and termination of employment with Company,
and supersedes all prior agreements, understandings, discussions, negotiations
and undertakings, whether written or oral, between the parties with respect
hereto and thereto.


 


4.                                       No provision in this Amendment may be amended or waived
unless such amendment is in writing and signed by Executive and an authorized
representative of Company.  No waiver by
either party of any breach by the other party of any condition or provision
contained in this Amendment to be performed by such other party shall be deemed
a waiver of a similar or dissimilar condition or provision at the same or any
prior or subsequent time.


 


5.                                       Company and Executive have each been represented by
experienced legal counsel in the negotiation and drafting of this Amendment and
the Employment Agreement and agree that this Amendment will not be interpreted
as the product of either party alone.


 


6.                                       This Amendment shall be governed by and construed and
interpreted in accordance with the laws of Hawaii without reference to any
otherwise applicable principles of conflict of laws.  Any judicial proceeding involving any claim
arising out of this Amendment or Executive’s employment with, or termination
from, Company shall be conducted in Hawaii.


 


7.                                       This Amendment may be executed in one (1) or more
counterparts, and by facsimile signature, each of which will be deemed to be an
original copy of this Amendment and all of which when taken together will be
deemed to constitute one and the same Amendment.


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]


 


 


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IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
first written above.


 




	
   

  	
   

  	
  /s/
  David C. Cole

  
	
   

  	
  David C. Cole

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Maui Land & Pineapple, Inc.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Walter A. Dods Jr.

  
	
   

  	
  Name:

  	
  Walter
  A. Dods Jr.

  
	
   

  	
  Its:

  	
  Compensation
  Committee Chairman

  






 


 


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