Exhibit 10.1  


Alico, Inc. 2011 Long-Term
Incentive Program  


1.Program.The
terms and conditions set forth in these resolutions for the award of restricted common stock of the Company to certain key executive
officers will be known as the Alico, Inc. 2011 Long-Term Incentive Program (the “Program”) when approved by
the Board pursuant to Article VIII of the Alico, Inc. 2008 Incentive Equity Plan.


2Participants.Eligible
participants in the Program (“Participants”) will be key executive officers identified by the
Board (which include the Chief Operating Officer, the Chief Financial Officer, the Treasury Manager and the President of Alico
Land Development, Inc., but does not include the Chief Executive Officer.)




3.Contingent
Awards of Restricted Stock.Participants in the Program will be eligible to receive awards of restricted common stock
of the Company if the Performance Criteria or Partial Performance Criteria (each as defined below) are achieved. The restricted
common stock will be subject to vesting restrictions as specified below. No restricted common stock will be awarded under the
Program unless the Performance Criteria or Partial Performance Criteria are achieved during the five year period following the
Award Date (the “Performance Period”) as specified in paragraphs 4 and 5 below. Each Participant will be required
to sign an Award Agreement with the Company setting forth the terms of the Award and stating that the Participant’s employment
by the Company will be “at will” and that neither the Award nor the Award Agreement shall constitute an assurance of
continued employment.




4.Number
of Shares.The number of shares of restricted common stock subject to award to each respective Participant (the “Award
Level”) shall be equal to the product of (i) the percentage of base salary represented by the annualized value of long term
incentive compensation which ranks at the 75 th percentile (with the 100th percentile being ranked highest) for the comparable
executive officer of peer group companies (determined from a survey provided by a compensation consultant and approved by the
Board);   multiplied by (ii) the median base salary of the comparable executive officer at peer group companies; and
multiplied by (iii) three (to reflect a 3-year compensation period under the Program); divided by (iv) $25.15 (the “Base
Stock Price”) [based on the 20 Day Weighted Average Closing Price of the Company’s common stock ending on May 26, 2011 (the
“Award Date”)].




5.Performance
Criteria.The Performance Criteria shall be deemed to have been achieved if, at any time during the Performance Period,
the weighted average of the closing prices of Alico common stock over the most recent 20 consecutive trading day period (the “20
Day Weighted Average Closing Price”) exceeds (i) 200% of the Base Stock Price at any time during the three year period commencing
on the Award Date, or (ii) 214% of the Base Stock Price during the one year period commencing on the third anniversary of the
Award Date and ending on the fourth anniversary of the Award Date, or (iii) 228% of the Base Stock Price at any time during the
one year period commencing on the fourth anniversary of the Award Date and ending on the fifth anniversary of the Award Date (in
each case, the “Target Average Stock Price”). If the 20 Day Weighted Average Closing Price equals or exceeds 100% of
the applicable Target Average Stock Price on any day during the Performance Period, Participants will be awarded, subject to vesting,
100% of their respective Award Levels.




6.Partial
Performance Criteria.If the Performance Criteria are not achieved during the Performance Period but at any time during
the Performance Period, the 20 Day Weighted Average Closing Price exceeded 90% of the applicable Target Average Stock Price, then
fifty percent (50%) of the Award Level for each respective Participant shall be awarded, subject to vesting, at the end of the
Performance Period (“Partial Performance”).




7.Adjustment
for Dividends.The Target Average Stock Price shall be reduced, on a dollar for dollar basis, by the per share amount
equal to the aggregate amount of all cash dividends paid, and by the fair market value of all property distributed, if any, to
the Company’s shareholders during the Performance Period.








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8.Vesting
of Shares.Shares of restricted common stock awarded to Participants pursuant to the Program shall vest and shall be
issued and delivered to Participants by the Company as follows:




a. A
number of shares of restricted common stock of the Company equal to Fifty Percent (50%) of the Award Level shall immediately vest
on achievement of 100% of the Performance Criteria (the “Achievement Date”), provided the Participant remains employed
by the Company in an executive position through such date, and such shares shall be promptly issued and delivered by the Company
to Participant. In the case of Partial Performance, a number of shares of restricted common stock of the Company equal to Twenty-Five
Percent (25%) of the Award Level shall vest on the last day of the Performance Period (which shall be deemed the “Partial
Performance Achievement Date” in the case of Partial Performance) and such shares shall be promptly issued and delivered
by the Company to the Participant.




b. A
number of shares of restricted common stock of the Company equal to Twenty-Five Percent (25%) of the Award Level shall vest on
the first anniversary of the Achievement Date (in the case of achievement of 100% of the Performance Criteria), provided the Participant
remains employed by the Company in an executive position through such date. In the case of Partial Performance, a number of shares
of restricted common stock of the Company equal to Twelve and One-Half Percent (12.5%) of the Award Level shall vest on the first
anniversary of the Partial Performance Achievement Date, provided the Participant remains employed by the Company in an executive
position through such date.




c. A
number of shares of restricted common stock of the Company equal to Twenty-Five Percent (25%) of the Award Level shall vest on
the second anniversary of the Achievement Date, provided the Participant remains employed by the Company in an executive position
through such date. In the case of Partial Performance, a number of shares of restricted common stock of the Company equal to Twelve
and One-Half Percent (12.5%) of the Award Level shall vest on the second anniversary of the Partial Performance Achievement Date,
provided the Participant remains employed by the Company in an executive position through such date.




d. No
rights of stock ownership, including voting and receiving dividends, will be exercisable, accrue or be payable to the awardee
until the shares of restricted common stock become vested in accordance with this Section 7, with the exception of total liquidation
or sale of the Company. In the event of total liquidation or sale of the Company, all shares awarded but unvested will become
fully vested provided the awardee remains employed by the Company through such liquidation or sale.






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