**Exhibit 10.8**

 

**MAUI LAND& PINEAPPLE COMPANY, INC.**2006EQUITY AND INCENTIVE AWARD PLANRESTRICTEDSTOCK AWARD GRANT NOTICE

 

Maui Land & PineappleCompany, Inc., a Hawaii corporation (the “***Company***”), pursuantto the provisions of its 2006 Equity and Incentive Award Plan (the “***Plan***”), hereby grants to the holder listedbelow (“***Holder***”), thenumber of shares of the Company’s common stock, no par value (“***Stock***”), set forth below (the “***Shares***”). This Restricted Stockaward is subject to all of the terms and conditions as set forth herein and inthe Restricted Stock Award Agreement attached hereto as Exhibit A (the “***Restricted Stock Agreement***”) and thePlan, each of which are incorporated herein by reference. Unless otherwisedefined herein, the terms defined in the Plan shall have the same definedmeanings in this Restricted Stock Award Grant Notice (the “***GrantNotice***”). Shares that are released from Forfeiture Restrictionsin accordance with Sections 3.2 and 3.3 of the Restricted Stock Agreement arereferred to in this Grant Notice as ***“Released Shares.”***

 
| **Holder:**                            | ** ** | **Fred  W. Rickert**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Grant Date:**                        | ** ** | **May  8, 2006**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **Total Number of Restricted Shares:** | ** ** | **6,000**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Performance Vesting Criteria:**      |       | Subject  to the terms and conditions of the Plan, this Grant Notice and the Restricted  Stock Agreement, up to all of the Shares shall vest and become Released  Shares following the fiscal year ending December 31, 2008 (the “Performance  Period”); provided, that the performance criteria for the 2008 fiscal year is  achieved, as determined in the sole and complete discretion of the Committee.  Specific performance criteria for fiscal year 2008 shall be established by  the Committee prior to the end of the first quarter of such fiscal year. |
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |       | For  purposes of this Agreement, financial and performance thresholds adopted by  the Committee shall be determined, unless otherwise agreed by the Company and  Holder, in accordance with consistently applied Generally Accepted Accounting  Principals, as promulgated from time to time by the Financial Accounting  Standards Board (“GAAP”).                                                                                                                                                                                                              |
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |       | With  proper regard to GAAP, and sound accounting judgments and the agreements of  the Company and Holder, the Committee shall announce the extent of vesting of  the Shares for the Performance Period as soon as reasonably practicable after  audited financial statements are available for such year (the “Announcement  Date”).                                                                                                                                                                                                                            |
|                                   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                   |       | ***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.***                                                                                                                                                                                                                                                                                                                                                                         |

 

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By his or her signature below, Holder agrees to bebound by the terms and conditions of the Plan, the Restricted Stock Agreementand this Grant Notice. Holder has reviewed the Restricted Stock Agreement, thePlan and this Grant Notice in their entirety, has had an opportunity to obtainthe advice of counsel prior to executing this Grant Notice and fullyunderstands all provisions of this Grant Notice, the Restricted Stock Agreementand the Plan. Holder hereby agrees to accept as binding, conclusive and finalall decisions or interpretations of the Board upon any questions arising underor relating to the Plan, this Grant Notice or the Restricted Stock Agreement.

 
| **MAUI LAND & PINEAPPLE COMPANY, INC.:** | ** ** | **HOLDER:**                    |
|----------------------------------------------|------------|--------------------------------|
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| By:                                          |       |  /S/ DAVID C. COLE        |   | By: |   |  /S/ FRED W. RICKERT |
| Print  Name:                                 |       |  David C. Cole            |   | Print  Name: |   |  Fred W. Rickert |
| Title:                                       |       | Chairman,  President & CEO |   |   |   |   |
| Address:                                     |       | P.O.  Box 187                  |   | Address: |   |   |
|                                         |       | Kahului,  Maui, Hawaii 96733   |   |   |   |   |
|                                         |       |                           |   |   |   |   |
| Dated:                                       |       | August  4, 2006                |   |   |   |   |

 

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**EXHIBIT A**

** **

**TO RESTRICTED STOCK AWARDGRANT NOTICE**

** **

**RESTRICTED STOCK AWARDAGREEMENT**

 

Pursuant to the RestrictedStock Award Grant Notice (“***Grant Notice***”)******to which this Restricted Stock AwardAgreement (this “***Agreement***”) is******attached, Maui Land & PineappleCompany, Inc., a Hawaii corporation (the “***Company***”),******has granted to Holder the number ofshares 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 andIncentive Award Plan (the “***Plan***”), theGrant Notice and this Agreement.

 

##### **ARTICLE IGENERAL**

##### ** **

###### 1.1           Defined Terms. Capitalizedterms not specifically defined herein shall have the meanings specified in theGrant Notice or, if not defined therein, the Plan.

######  

***“Cause”***means a termination of Holder’s employment by Company for any of the followingreasons:

 

(a)           Holder’s failure or refusal to complywith any lawful and reasonable Board of Director’s policy or directive whichfailure or refusal continues uncured for fifteen (15) days after receipt byHolder of written notice from the Company identifying such failure or refusalwith reasonable specificity and demanding immediate cure thereof;

 

(b)           Holder’s material and intentional orgrossly negligent breach of Holder’s fiduciary duty of care to the Company orHolder’s willful or grossly negligent breach of Holder’s fiduciary duty ofloyalty to the Company, which, in either case, results in material injury tothe Company or any of its shareholders;

 

(c)           Holder’s conviction or entry of aplea of guilty or no contest to any crime for which imprisonment is apossibility or that results in a monetary fine or penalty payment by Company;or

 

(d)           Any violation of a law or regulationcarried out by or at the direction of Holder acting knowingly that results inpayment by the Company of a fine, penalty or forfeiture in excess of FiftyThousand dollars ($50,000.00) or a civil damages judgment of One Milliondollars ($1,000,000.00) or more.

 

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

######  

##### **ARTICLE IIGRANT OF RESTRICTED STOCK**

##### ** **

###### 2.1           Grant of Restricted Stock. Inconsideration of Holder’s past and/or continued service to the Company or itsSubsidiaries and for other good and valuable consideration, effective as of theGrant Date set forth in the Grant Notice (the “***Grant Date***”),******the Company hereby agrees to issue to Holder the Shares,******upon the terms andconditions set forth in the Plan, the Grant Notice and this Agreement.

 

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###### 2.2           Issuance of Shares. Theissuance of the Shares under this Agreement shall occur at the principal officeof the Company simultaneously with the execution of the Grant Notice by theparties or on such other date as the Company and Holder shall agree (the “***Issuance Date***”). Subjectto the provisions of Article IV, the Company shall issue the Shares (whichshall be issued in Holder’s name) on the Issuance Date.

######  

###### 2.3           Conditions to Issuance of StockCertificates. The Shares, or any portion thereof, may be either previouslyauthorized but unissued shares or issued shares which have then been reacquiredby the Company. Such Shares shall be fully paid and nonassessable. The Companyshall not be required to issue or deliver any Shares prior to fulfillment ofall of the following conditions:

######  

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

 

(b)         The completion of any registration or other qualification ofsuch Shares under any state or federal law or under rulings or regulations ofthe Securities and Exchange Commission or of any other governmental regulatorybody, which the Board shall, in its absolute discretion, deem necessary oradvisable;

 

(c)         The obtaining of any approval or other clearance from anystate or federal governmental agency which the Board shall, in its absolutediscretion, determine to be necessary or advisable;

 

(d)         The lapse of such reasonable period of time following theIssuance Date as the Board may from time to time establish for reasons ofadministrative 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 otheremployer corporation) is required to withhold upon issuance of such Shares.

 

###### 2.4           Rights as Stockholder. Exceptas otherwise provided herein, upon delivery of the Shares to the escrow agentpursuant to Article IV, Holder shall have all the rights of a stockholder withrespect to said Shares, subject to the restrictions herein, including the rightto vote the Shares and to receive all dividends or other distributions paid ormade with respect to the Shares; *provided, however,*thatany and all extraordinary cash dividends paid on such Shares and any and allshares of Stock, capital stock or other securities or property received by ordistributed to Holder with respect to the Shares as a result of any stockdividend, stock split, reverse stock split, recapitalization, combination,reclassification, or similar change in the capital structure of the Companyshall also be subject to the Forfeiture Restriction (as defined in Section 3.1)and the restrictions on transfer in Section 3.5 until such restrictions on theunderlying Shares lapse or are removed pursuant to this Agreement (or, if suchShares are no longer outstanding, until such time as such Shares would havebeen released from the Forfeiture Restriction pursuant to this Agreement). Inaddition, in the event of any merger, consolidation, share exchange orreorganization affecting the Shares, including, without limitation, a Change inControl, then any new, substituted or additional securities or other property(including money paid other than as a regular cash dividend) that is by reasonof any such transaction received with respect to, in exchange for or insubstitution of the Shares shall also be subject to the Forfeiture Restriction(as defined in Section 3.1) and the restrictions on transfer in Section 3.5until such restrictions on the underlying Shares lapse or are removed pursuantto this Agreement (or, if such Shares are no longer outstanding, until suchtime as such Shares would have been released from the Forfeiture Restrictionpursuant to this Agreement). Any such assets or other securities received by ordistributed to Holder with respect to, in exchange for or in

 

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substitution of any UnreleasedShares (as defined in Section 3.3) shall be immediately delivered to theCompany to be held in escrow pursuant to Section 4.1.

 

##### **ARTICLE III**RESTRICTIONS ON SHARES

##### ** **

###### 3.1           Forfeiture Restriction. Subjectto the provisions of Section 3.2 and 3.3, if Holder has a Termination ofEmployment for any or no reason, all of the Unreleased Shares (as defined inSection 3.4) shall be forfeited immediately and automatically transferred tothe Company without further action by the Company (the “Forfeiture Restriction”);provided, however, that for this purpose, (i) any termination of Holder’semployment by the Company or any of its subsidiaries that occurs on or afterthe Performance Period, but not later than the date the Announcement Date, shallbe deemed to have occurred on the first business day after the AnnouncementDate, and (ii) any other termination of Holder’s employment by reason of deathor permanent and total disability that occurs on or after July 1 of any yearduring the Performance Period, but no later than the Announcement Date for thatyear shall be deemed to have occurred on the first business day after suchAnnouncement Date. Further, for this purpose, Holder’s employment shall not betreated as terminated in the case of a transfer of employment within theCompany and its subsidiaries or in the case of sick leave and other approvedleaves of absence. Upon the occurrence of forfeiture under this Section 3.1,the Company shall become the legal and beneficial owner of the Shares beingforfeited and all rights and interests therein or relating thereto and theCompany shall have the right to retain and transfer to its own name the numberof Shares being forfeited by Holder. In the event any of the Unreleased Sharesare forfeited under this Section 3.1, any cash, cash equivalents, assets orsecurities received by or distributed to Holder with respect to, in exchangefor or in substitution of such Shares and held by the escrow agent pursuant toSection 4.1 and the Joint Escrow Instructions shall be promptly transferred bythe escrow agent to the Company.

######  

###### 3.2           Release of Shares from ForfeitureRestriction. Shares shall be released from the Forfeiture Restriction asindicated in the Grant Notice effective as of the date Holder receives writtenthe written Notice of Release set forth in Section 3.6 below. Any of the Sharesreleased from the Forfeiture Restriction shall thereupon be released from therestrictions on transfer under Section 3.5. In the event any of the Shares arereleased from the Forfeiture Restriction, any dividends or other distributionspaid on such Shares and held by the escrow agent pursuant to Section 4.1 andthe Joint Escrow Instructions shall be promptly paid by the escrow agent toHolder.

######  

###### 3.3           Other Release of Shares fromForfeiture Restriction***.***NotwithstandingSection 3.2 above, all Unreleased Shares shall be released and vest immediatelyupon termination of Holder’s employment without Cause within 180 days after aChange in Control and on or before the Announcement Date or Holder’s voluntaryresignation of employment within 180 days after a Change in Control and on orbefore the Announcement Date.

######  

###### 3.4           Unreleased Shares. Any of theShares which, from time to time, have not yet been released from the ForfeitureRestriction are referred to herein as *“**Unreleased Shares**.”* To the extent that there are any UnreleasedShares remaining after the Announcement Date, such Unreleased Shares shall beforfeited and transferred to the Company as soon as practicable following suchAnnouncement Date.

######  

###### 3.5           Restrictions on Transfer. Unlessotherwise permitted by the Board pursuant to the Plan, no Unreleased Shares orany dividends or other distributions thereon or any interest or right thereinor part thereof, shall be liable for the debts, contracts or engagements ofHolder or his or her successors in interest or shall be subject to sale orother disposition by transfer, alienation, anticipation, pledge, encumbrance,assignment or any other means whether such sale or other disposition bevoluntary or

 

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###### involuntary or by operation of law byjudgment, levy, attachment, garnishment or any other legal or equitableproceedings (including bankruptcy), except by will or by the laws of descent anddistribution, or to a member of Holder’s immediate family or, provided that thetransferee agrees in writing, in a form provided by the Company to be bound byall provisions of this Agreement, a trust or family partnership or any otherentity customarily used for estate planning purposes. Any attempted sale orother disposition of Unreleased Shares contrary to the foregoing restrictionson transfer shall be null and void and of no effect.

######  

###### 3.6           Notice of Release. TheCommittee shall provide written notice to Holder of whether, and the extent towhich, any of the Shares became vested and released in accordance with Section3.2 above for each calendar year during the Performance Period or Section 3.3above. Such notice shall be provided as soon as administratively practicableafter audited financial statements are available for such calendar year and theCommittee has certified in writing the extent to which the applicableperformance goals set forth in the Grant Notice were achieved.

######  

##### **ARTICLE IVESCROW OF SHARES**

##### ** **

###### 4.1           Escrow of Shares. To insurethe availability for delivery of Holder’s Unreleased Shares in the event offorfeiture of such Shares by Holder pursuant to Sections 3.1 or 3.4, Holderhereby appoints the Secretary of the Company, or any other person designated bythe Board as escrow agent, as his or her attorney-in-fact to assign andtransfer unto the Company, such Unreleased Shares, if any, forfeited by Holderpursuant to Sections 3.1 or 3.4 and any dividends or other distributionsthereon, and shall, upon execution of this Agreement, deliver and deposit withthe Secretary of the Company, or such other person designated by the Board, anyshare certificates representing the Unreleased Shares, together with the stockassignment duly endorsed in blank, attached as Exhibit B to the GrantNotice. The Unreleased Shares and stock assignment shall be held by theSecretary of the Company, or such other person designated by the Board, inescrow, pursuant to the Joint Escrow Instructions of the Company and Holderattached as Exhibit C to the Grant Notice, until the Unreleased Sharesare forfeited by Holder as provided in Sections 3.1 or 3.4, until suchUnreleased Shares are released from the Forfeiture Restriction, or until suchtime as this Agreement no longer is in effect. Upon release of the UnreleasedShares from the Forfeiture Restriction, the escrow agent shall deliver toHolder the certificate or certificates representing such Shares in the escrowagent’s possession belonging to Holder in accordance with the terms of theJoint Escrow Instructions attached as Exhibit C to the Grant Notice, andthe escrow agent shall be discharged of all further obligations hereunder; *provided, however,*that the escrow agent shall neverthelessretain such certificate or certificates as escrow agent if so required pursuantto other restrictions imposed pursuant to this Agreement. If the Shares areheld in book entry form, then such entry will reflect that the Shares aresubject to the restrictions of this Agreement. If any dividends or otherdistributions are paid on the Unreleased Shares held by the escrow agentpursuant to this Section 4.1 and the Joint Escrow Instructions, such dividendsor other distributions shall also be subject to the restrictions set forth inthis Agreement and held in escrow pending release of the Unreleased Shares withrespect to which such dividends or other distributions were paid from theForfeiture Restriction.

######  

###### 4.2           Notice of Forfeited Shares;Transfer of Forfeited Shares. The Committee shall provide written notice toHolder of whether any of the Shares were permanently forfeited for eachcalendar year during the Performance Period. Such notice shall be provided assoon as administratively practicable after audited financial statements areavailable for such calendar year. Holder hereby authorizes and directs theSecretary of the Company, or such other person designated by the Board, totransfer the Unreleased Shares which have been forfeited by Holder immediatelyto the Company.

 

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

######  

##### **ARTICLE VOTHER PROVISIONS**

##### ** **

###### 5.1           Adjustment for Stock Split. Inthe event of any stock dividend, stock split, reverse stock split,recapitalization, combination, reclassification, or similar change in thecapital structure of the Company, the Board shall make appropriate andequitable adjustments in the Unreleased Shares subject to the ForfeitureRestriction and the number of Shares, consistent with any adjustment underSection 11.3 of the Plan. The provisions of this Agreement shall apply, to thefull extent set forth herein with respect to the Shares, to any and all sharesof capital stock or other securities, property or cash which may be issued inrespect of, in exchange for, or in substitution of the Shares, and shall be appropriatelyadjusted for any stock dividends, splits, reverse splits, combinations,recapitalizations and the like occurring after the date hereof.

######  

###### 5.2           Taxes. Holder has reviewedwith Holder’s own tax advisors the federal, state, local and foreign tax consequencesof this investment and the transactions contemplated by the Grant Notice andthis Agreement. Holder is relying solely on such advisors and not on anystatements or representations of the Company or any of its agents. Holderunderstands that Holder (and not the Company) shall be responsible for Holder’sown tax liability that may arise as a result of this investment or thetransactions contemplated by this Agreement. Holder understands that Holderwill recognize ordinary income for federal income tax purposes under Section 83of the Code as the restrictions applicable to the Unreleased Shares lapse. Inthis context, “restriction” includes the Forfeiture Restriction. Holderunderstands that Holder may elect to be taxed for federal income tax purposes atthe time the Shares are issued rather than as and when the ForfeitureRestriction lapses by filing an election under Section 83(b) of the Code withthe Internal Revenue Service no later than thirty days following the date ofpurchase. A form of election under Section 83(b) of the Code is attached to theGrant Notice as Exhibit D.

######  

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

######  

###### 5.3           Limitations Applicable to Section16 Persons. Notwithstanding any other provision of the Plan or thisAgreement, the Plan, the Shares and this Agreement shall be subject to anyadditional limitations set forth in any applicable exemptive rule under Section16 of the Exchange Act (including any amendment to Rule 16b-3 of the ExchangeAct) that are requirements for the application of such exemptive rule. To theextent permitted by applicable law, this Agreement shall be deemed amended tothe extent necessary to conform to such applicable exemptive rule.

######  

###### 5.4           Administration. The Boardshall have the power to interpret the Plan and this Agreement and to adopt suchrules for the administration, interpretation and application of the Plan as areconsistenttherewith and to interpret, amend or revoke any such rules. All actions takenand all interpretations and determinations made by the Board in good faith shall be binding, conclusiveand final upon Holder, the Company and all other interested persons. No memberof the Board shall bepersonally liable for any action, determination or interpretation made in goodfaith with respect to the Plan, this Agreement or the Shares.

 

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###### 5.5           Restrictive Legends andStop-Transfer Orders.

######  

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

 

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

 

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

 

(c)         The Company shall not be required: (i) to transfer on itsbooks any Shares that have been sold or otherwise transferred in violation ofany of the provisions of this Agreement, or (ii) to treat as owner of suchShares or to accord the right to vote or pay dividends to any purchaser orother 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 sumsrequired by federal, state or local tax law to be withheld with respect to thetransfer of the Shares or the lapse of the Forfeiture Restriction with respectto the Shares, or any other taxable event related thereto. The Company maypermit Holder to make such payment in one or more of the forms specified below:

 

(i)            by cash or checkmade payable to the Company;

 

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

 

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

 

(iv)          in any combinationof the foregoing.

 

(b)           In the event Holder fails to providetimely 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 suchfailure as an election by Holder to provide all or any portion of such requiredpayment by means of tendering Shares in accordance with Section 5.6(a)(iii).

 

###### 5.7           Notices. Any notice to begiven under the terms of this Agreement to the Company shall be addressed tothe Company in care of the Secretary of the Company, and any notice to be givento Holder shall be addressed to Holder at the address given beneath Holder’ssignature 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 begiven to that party. Any notice shall be deemed duly given when sent via emailor when sent

 

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###### by certified mail (return receipt requested)and deposited (with postage prepaid) in a post office or branch post officeregularly maintained by the United States Postal Service.

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###### 5.8           Titles. Titles are providedherein for convenience only and are not to serve as a basis for interpretationor construction of this Agreement.

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###### 5.9           Governing Law; Severability. ThisAgreement shall be administered, interpreted and enforced under the laws of theState of Hawaii without regard to conflicts of laws thereof. Should anyprovision of this Agreement be determined by a court of law to be illegal orunenforceable, the other provisions shall nevertheless remain effective andshall remain enforceable.

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###### 5.10         Conformity to Securities Laws. Holderacknowledges that the Plan is intended to conform to the extent necessary withall provisions of the Securities Act and the Exchange Act and any and allregulations and rules promulgated by the Securities and Exchange Commissionthereunder, and state securities laws and regulations. Notwithstanding anythingherein to the contrary, the Plan shall be administered, and the Shares are tobe issued, only in such a manner as to conform to such laws, rules andregulations. To the extent permitted by applicable law, the Plan and this Agreementshall be deemed amended to the extent necessary to conform to such laws, rulesand regulations.

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###### 5.11         Amendments. This Agreement maynot 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. TheCompany may assign any of its rights under this Agreement to single or multipleassignees, and this Agreement shall inure to the benefit of the successors andassigns of the Company. Subject to the restrictions on transfer herein setforth, this Agreement shall be binding upon Holder and his or her heirs,executors, administrators, successors and assigns.

 

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