**Exhibit 10.9**

 

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

 

Maui Land & PineappleCompany, Inc., a Hawaii corporation (the “***Company***”), pursuantto its 2006 Equity and Incentive Award Plan (the “***Plan***”), herebygrants to the holder listed below (“***Participant***”), anoption to purchase the number of shares of the Company’s common stock, no parvalue (“***Stock***”), set forth below (the“***Option***”). This Option is subject to all of theterms and conditions set forth herein and in the Stock Option Agreementattached hereto as Exhibit A (the “***Stock Option Agreement***”) and thePlan, which are incorporated herein by reference. Unless otherwise definedherein, the terms defined in the Plan shall have the same defined meanings inthis Grant Notice.

 
| **Participant:**                                   |   |                                                                                                                                                                                                                                         |
|----------------------------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Grant  Date:**                                   |   |                                                                                                                                                                                                                                         |
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Exercise  Price per Share:**                     |   | $                                                                                                                                                                                                                                            |
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Total  Exercise Price:**                         |   | $                                                                                                                                                                                                                                            |
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Total  Number of Shares Subject to the Option:** |   |                                                                                                                                                                                                                                         |
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Expiration  Date:**                              |   |                                                                                                                                                                                                                                         |
| ** **                                         |   |                                                                                                                                                                                                                                         |
| **Type of Option:**                                |   | o  Incentive  Stock Option                                                                                                                                                                                                         | o  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                                        ,  2007, |
|                                               |   |                                                                                                                                                                                                                                         | (ii) | 20% of the total number of shares of Stock subject to the Option on                                        ,  2008, |
|                                               |   |                                                                                                                                                                                                                                         | (iii) | 20% of the total number of shares of Stock subject to the Option on                                        ,  2009, |
|                                               |   |                                                                                                                                                                                                                                         | (iv) | 20% of the total number of shares of Stock subject to the Option on                                        ,  2010 and |
|                                               |   |                                                                                                                                                                                                                                         | (v) | 20% of the total number of shares of Stock subject to the Option on                                        ,  2011. |
|                                               |   |                                                                                                                                                                                                                                         |   |   |
|                                               |   | In no event,  however, shall this Option vest and become exercisable for any additional  shares of Stock following Participant’s Termination of Employment,  Termination of Consultancy, or Termination of Directorship, as applicable. |
|                                                    |        |                                                                                                                                                                                                                                              |  |  |  |  |

 

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By his or her signature, Participantagrees to be bound by the terms and conditions of the Plan, the Stock OptionAgreement and this Grant Notice. Participant has reviewed the Stock OptionAgreement, the Plan and this Grant Notice in their entirety, has had anopportunity to obtain the advice of counsel prior to executing this GrantNotice and fully understands all provisions of this Grant Notice, the StockOption Agreement and the Plan. Participant hereby agrees to accept as binding,conclusive and final all decisions or interpretations of the Administrator uponany questions arising under or relating to the Plan, this Grant Notice or theStock Option Agreement.

 
| **MAUI LAND & PINEAPPLE COMPANY, INC.:** | ** ** | **PARTICIPANT:**             |
|----------------------------------------------|------------|------------------------------|
| ** **                                   | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** |
| ** **                                   | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** |
| By:                                          |       |                         |   | By: |   |   |
| Print  Name:                                 |       |                         |   | Print  Name: |   |   |
| Title:                                       |       |                         |   |   |   |   |
| Address:                                     |       | P.O.  Box 187                |   | Address: |   |   |
|                                         |       | Kahului,  Maui, Hawaii 96733 |   |   |   |   |

 

Attachments:                        StockOption Agreement (**Exhibit A**)

Form of Exercise Notice (**Exhibit B**)

Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive AwardPlan (**Exhibit C**)

**MauiLand & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan Prospectus(**ExhibitD)

 

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**EXHIBIT A**

 

**TO STOCKOPTION GRANT NOTICE**

 

**STOCK OPTIONAGREEMENT**

 

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

 

##### **ARTICLE IGENERAL**

##### ** **

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

######  

“***Cause***” shall mean (i) the commissionof any act of fraud, embezzlement or dishonesty by Participant that adverselyaffects the Company or any Subsidiary, (ii) any unauthorized use or disclosureby Participant of confidential information or trade secrets of the Company orany Subsidiary that adversely affects the Company or any Subsidiary, (iii) anywillful and continued failure by Participant to substantially perform his orher duties with the Company or any Subsidiary (other than any such failureresulting from Participant’s incapacity due to physical or mental illness),after a written demand for substantial performance is delivered to Participantby the Board, which demand specifically identifies the manner in which theBoard believes that Participant has not substantially performed such duties, or(iv) any willful and continued failure by Participant to substantially followand comply with the specific and lawful directives of the Board, as reasonablydetermined by the Board (other than any such failure resulting from Participant’sincapacity due to physical or mental illness), after a written demand forsubstantial performance is delivered to Participant by the Board, which demandspecifically identifies the manner in which the Board believes that Participanthas not substantially performed such directives. The foregoing definition shallnot in any way preclude or restrict the right of the Company (or anySubsidiary) to discharge or dismiss Participant or any other person in theservice of the Company (or any Subsidiary) for any other acts or omissions, butsuch other acts or omissions shall not be deemed, for purposes of thisAgreement, 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 areincorporated herein by reference.

######  

##### **ARTICLE IIGRANT OF OPTION**

##### ** **

###### 2.1           Grant of Option. Inconsideration of Participant’s past and/or continued employment with or serviceto the Company or a Parent or Subsidiary and for other good and valuableconsideration, effective as of the Grant Date set forth in the Grant Notice(the “***Grant Date***”), theCompany irrevocably grants to Participant the Option to purchase any part orall of an aggregate of the number of shares of Stock set forth in the GrantNotice, upon the terms and conditions set forth in the Plan and this

 

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###### Agreement. Unless designated as aNon-Qualified Stock Option in the Grant Notice, the Option shall be anIncentive Stock Option to the maximum extent permitted by law.

######  

###### 2.2           Exercise Price. The exercise priceof the shares of Stock subject to the Option shall be as set forth in the GrantNotice, without commission or other charge; *provided*,*however*, that the exercise priceper share of Stock subject to the Option shall not be less than 100% of theFair Market Value of a share of Stock on the Grant Date. Notwithstanding theforegoing, if this Option is designated as an Incentive Stock Option and Participantowns (within the meaning of Section 424(d) of the Code) more than 10% of thetotal combined voting power of all classes of stock of the Company or any “subsidiarycorporation” of the Company or any “parent corporation” of the Company (eachwithin the meaning of Section 424 of the Code), the exercise price per share ofStock subject to the Option shall not be less than 110% of the Fair MarketValue of a share of Stock on the Grant Date.

######  

###### 2.3           Consideration to the Company; NoEmployment Rights. In consideration of the grant of the Option by theCompany, Participant agrees to render faithful and efficient services to theCompany or any Parent or Subsidiary. Nothing in the Plan or this Agreementshall confer upon Participant any right to continue in the employ or service ofthe Company or any Parent or Subsidiary or shall interfere with or restrict inany way the rights of the Company and its Parents and Subsidiaries, which rightsare hereby expressly reserved, to discharge or terminate the services of Participantat any time for any reason whatsoever, with or without cause, except to theextent expressly provided otherwise in a written agreement between the Company,a Parent or a Subsidiary and Participant.

######  

##### **ARTICLE IIIPERIOD 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 suchtimes as are set forth in the Grant Notice.

 

(b)           No portion of the Option which hasnot become vested and exercisable at the date of Participant’s Termination of Employment,Termination of Directorship or Termination of Consultancy shall thereafterbecome vested and exercisable, except as may be otherwise provided by theAdministrator or as set forth in a written agreement between the Company and Participant.

 

###### 3.2           Duration of Exercisability. Theinstallments provided for in the vesting schedule set forth in the Grant Noticeare cumulative. Each such installment which becomes vested and exercisablepursuant to the vesting schedule set forth in the Grant Notice shall remainvested and exercisable until it becomes unexercisable under Section 3.3.

######  

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

######  

(a)                                  The expiration of ten years from the GrantDate;

 

(b)           If this Option is designated as anIncentive Stock Option and Participant owned (within the meaning ofSection 424(d) of the Code), at the time the Option was granted, more than10% of the total combined voting power of all classes of stock of the Companyor any “subsidiary corporation” of the Company or any “parent corporation” ofthe Company (each within the meaning of Section 424 of the Code), theexpiration of five years from the Grant Date;

 

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(c)           The expiration of six months followingthe date of Participant’s Termination of Employment, Termination ofDirectorship or Termination of Consultancy, unless such termination occurs byreason of Participant’s death or Disability or Participant’s discharge forCause;

 

(d)           The expiration of twelve months followingthe date of Participant’s Termination of Employment, Termination ofDirectorship or Termination of Consultancy by reason of Participant’s death orDisability; or

 

(e)           The date of Participant’s Terminationof Employment, Termination of Directorship or Termination of Consultancy by theCompany or any Parent or Subsidiary by reason of Participant’s discharge forCause.

 

Participantacknowledges that an Incentive Stock Option exercised more than three monthsafter Participant’s Termination of Employment, other than by reason of death orDisability, will be taxed as a Non-Qualified Stock Option.

 

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

 

##### **ARTICLE IVEXERCISE OF OPTION**

##### ** **

###### 4.1           Person Eligible to Exercise. Exceptas provided in Section 5.2, during the lifetime of Participant, only Participantmay 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 Optionbecomes unexercisable under Section 3.3, be exercised by Participant’s personalrepresentative or by any person empowered to do so under the deceased Participant’swill or under the then applicable laws of descent and distribution.

######  

###### 4.2           Partial Exercise. Any exercisableportion of the Option or the entire Option, if then wholly exercisable, may beexercised in whole or in part at any time prior to the time when the Option orportion 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 theSecretary of the Company or the Secretary’s office of all of the followingprior to the time when the Option or such portion thereof becomes unexercisableunder Section 3.3:

######  

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

 

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

 

(c)           A bona fide written representationand agreement, in such form as is prescribed by the Administrator, signed by Participantor the other person then entitled to exercise such Option or portion thereof,stating that the shares of Stock are being acquired for Participant’s ownaccount, for investment and without any present intention of distributing orreselling said shares or any of them except as may be permitted under theSecurities Act and then applicable rules and regulations thereunder and anyother applicable law, and that Participant or other person then entitled toexercise such Option or portion thereof will indemnify the Company against andhold it free and harmless from any loss, damage, expense or liability resultingto the Company if any sale or distribution of the shares by such person iscontrary to the representation and agreement referred to above. TheAdministrator may, in its absolute discretion, take whatever additional actionsit deems appropriate to ensure the observance and performance of such representationand agreement and to effect compliance with the Securities Act and any otherfederal or state securities laws or regulations and any other applicable law. Withoutlimiting the generality of the foregoing, the Administrator may require an opinionof counsel acceptable to it to the effect that any subsequent transfer ofshares acquired on an Option exercise does not violate the Securities Act, andmay issue stop-transfer orders covering such shares. Share certificatesevidencing Stock issued on exercise of the Option shall bear an appropriatelegend referring to the provisions of this subsection (c) and the agreementsherein. The written representation and agreement referred to in the firstsentence of this subsection (c) shall, however, not be required if the sharesto be issued pursuant to such exercise have been registered under theSecurities Act, and such registration is then effective in respect of suchshares; and

 

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

 

###### 4.4           Method of Payment. Payment ofthe 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 extentpermitted under applicable laws, delivery of a notice that the Participant hasplaced a market sell order with a broker with respect to shares of Stock thenissuable upon exercise of the Option, and that the broker has been directed topay a sufficient portion of the net proceeds of the sale to the Company insatisfaction of the aggregate exercise price; provided, that payment of suchproceeds is then made to the Company upon settlement of such sale;

 

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

 

(e)           any combination of the considerationprovided in the foregoing.

 

###### 4.5           Conditions to Issuance of StockCertificates. The shares of Stock deliverable upon the exercise of theOption, or any portion thereof, may be either previously authorized butunissued shares or

 

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###### 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 of Stock purchased upon the exercise of the Optionor portion thereof prior to fulfillment of all of the following conditions:

######  

(a)           The admission of such shares tolisting on all stock exchanges on which such Stock is then listed;

 

(b)           The completion of any registration orother qualification of such shares under any state or federal law or underrulings or regulations of the Securities and Exchange Commission or of any othergovernmental regulatory body, which the Administrator shall, in its absolutediscretion, deem necessary or advisable;

 

(c)           The obtaining of any approval orother clearance from any state or federal governmental agency which theAdministrator shall, in its absolute discretion, determine to be necessary oradvisable;

 

(d)           The receipt by the Company of fullpayment for such shares, including payment of any applicable withholding tax,which may be in one or more of the forms of consideration permitted underSection 4.4; and

 

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

 

###### 4.6           Rights as Stockholder. The holderof the Option shall not be, nor have any of the rights or privileges of, a stockholderof the Company in respect of any shares purchasable upon the exercise of anypart of the Option unless and until such shares shall have been issued by theCompany to such holder (as evidenced by the appropriate entry on the books ofthe Company or of a duly authorized transfer agent of the Company). Noadjustment will be made for a dividend or other right for which the record dateis prior to the date the shares are issued, except as provided in Section 11.3of the Plan.

######  

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

##### ** **

###### 5.1           Administration. TheAdministrator shall have the power to interpret the Plan and this Agreement andto adopt such rules for the administration, interpretation and application ofthe Plan as are consistent therewith and to interpret, amend or revoke any suchrules. All actions taken and all interpretations and determinations made by theAdministrator in good faith shall be binding, conclusive and final upon Participant,the Company and all other interested persons. No member of the Administratorshall be personally liable for any action, determination or interpretation madein good faith with respect to the Plan, this Agreement or the Option. In itsabsolute discretion, the Board may at any time and from time to time exerciseany and all rights and duties of the Administrator under the Plan and thisAgreement.

######  

###### 5.2           Option Not Transferable.

######  

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

 

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

 

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

 

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

 

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

######  

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

 

(b)           Participant agrees that, in order toensure compliance with the restrictions referred to herein, the Company mayissue appropriate “stop transfer” instructions to its transfer agent, if any,and that, if the Company transfers its own securities, it may make appropriatenotations 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 orotherwise 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 tovote or pay dividends to any purchaser or other transferee to whom such sharesshall have been so transferred.

 

###### 5.4           Shares to Be Reserved. TheCompany shall at all times during the term of the Option reserve and keepavailable such number of shares of Stock as will be sufficient to satisfy therequirements of this Agreement.

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###### 5.5           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 at the address givenbeneath 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 atthe address given beneath Participant’s signature on the Grant Notice. By anotice given pursuant to this Section 5.5, either party may thereafterdesignate a different address for notices to be given to that party. Any noticewhich 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 toSection 4.1 by written notice under this Section 5.5. Any notice shall bedeemed duly given when sent via email or when sent by certified mail (returnreceipt requested) and deposited (with postage prepaid) in a post office orbranch post office regularly maintained by the United States Postal Service.

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###### 5.6           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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###### 5.7           Governing Law; Severability. ThisAgreement shall be administered, interpreted and enforced under the laws of theState of Hawaii, without regard to the conflicts of law principles thereof. Shouldany provision of this Agreement be determined by a court of law to be illegalor unenforceable, the other provisions shall nevertheless remain effective andshall remain enforceable.

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###### 5.8           Conformity to Securities Laws.Participant acknowledges that the Plan is intended to conform to the extentnecessary with all provisions of the Securities Act and the Exchange Act andany and all regulations and rules promulgated by the Securities and ExchangeCommission thereunder, and state securities laws and regulations. Notwithstandinganything herein to the contrary, the Plan shall be administered, and the Optionis granted and may be exercised, only in such a manner as to conform to suchlaws, rules and regulations. To the extent permitted by applicable law, thePlan and this Agreement shall be deemed amended to the extent necessary toconform to such laws, rules and regulations.

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###### 5.9           Amendments. This Agreement maynot be modified, amended or terminated except by an instrument in writing,signed by Participant or such other person as may be permitted to exercise theOption pursuant to Section 4.1 and by a duly authorized representative of theCompany.

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

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5.13         Notification of Disposition. If this Option isdesignated as an Incentive Stock Option, Participant shall give prompt noticeto the Company of any disposition or other transfer of any shares of Stockacquired 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) withinone year after the transfer of such shares to him. Such notice shall specifythe date of such disposition or other transfer and the amount realized, incash, other property, assumption of indebtedness or other consideration, by Participantin such disposition or other transfer.

 

###### 5.14         Limitations Applicable to Section 16Persons. Notwithstanding any other provision of the Plan or this Agreement,if Participant is subject to Section 16 of the Exchange Act, the Plan, the Optionand this Agreement shall be subject to any additional limitations set forth inany applicable exemptive rule under Section 16 of the Exchange Act (includingany amendment to Rule 16b-3 of the Exchange Act) that are requirements for theapplication of such exemptive rule. To the extent permitted by applicable law,this Agreement shall be deemed amended to the extent necessary to conform tosuch applicable exemptive rule.

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5.15         Entire Agreement. The Plan andthis Agreement (including all Exhibits hereto) constitute the entire agreementof the parties and supersede in their entirety all prior undertakings andagreements of the Company and Participant with respect to the subject matterhereof.

 

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