**Exhibit 10.1**

 

**AMENDMENT****TO THE****MAUI LAND & PINEAPPLE COMPANY, INC.****STOCK OPTION AGREEMENT FOR DAVID COLE**

 

This Amendment to the Maui Land & Pineapple Company, Inc. StockOption Agreement for David Cole (the “Amendment”) is made as of this 7thday of August, 2006, by and between Maui Land & Pineapple Company, Inc.(the “Company”) and David C. Cole (“Optionee”).

 

**RECITALS**

 

**WHEREAS**, the Companyand Optionee entered into the Maui Land & Pineapple Company, Inc. StockOption Agreement for David Cole dated October 6, 2003 (the “Agreement”),subject to the Company’s power to amend the Agreement as set forth in Section 9therein;

 

**WHEREAS**, the Companyhas determined that, in light of changes to the Internal Revenue Code of 1986,as amended, that became effective after October 6, 2003, in particular, theadoption of Section 409A, it is the best interests of the Company and the Optioneeto amend the Agreement; and

 

**WHEREAS**, the fairmarket value per Share of the Company’s Common Stock on the Grant Date was$27.60.

 

# **AGREEMENT**

#  

**NOW, THEREFORE**, forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties agree as follows:

 

1.             **Amendment to Exercise Price***.*Section2.a. of the Agreement is hereby amended and restated to read in full asfollows:

 

“a.           Exercise Price.

 

(1)           TheExercise Price for the first 66,667 Shares, which Shares have becomeexercisable on or before December 31, 2004, shall be $19.70, which was the fairmarket value per Share as of August 11, 2003; and

 

(2)           TheExercise Price for the remaining 133,333 Shares, which Shares have become orwill become exercisable, if at all, after December 31, 2004, shall be $27.60,which was the fair market value per Share as of the Grant Date.”

 

# **2.            **Definitions. Unless otherwise defined herein, capitalized terms used in thisAmendment shall have the same meanings ascribed to them in the Agreement.

#  

# **3.            **Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full andcomplete agreement between the parties hereto regarding the subject matter ofthe Agreement and shall supersede all prior understanding or agreements, ifany, whether written or oral, concerning the subject matter of the Agreement,as amended.

 

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# **4.            **Force and Effect. Except as modified by this Amendment, the terms and provisions of theAgreement are hereby ratified and confirmed and are and shall remain in fullforce and effect.

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# **5.            **Counterparts*.*This Amendment may be executed inone or more counterparts, all of which together shall constitute one instrument.

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# **6.**Execution*.*This Amendment may be executed byfacsimile signatures and such signature will be deemed binding for all purposesof this Amendment, without delivery of an original signature being required.

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as ofthe date first written above.

 
| COMPANY:                                |                                                |                 |
|-----------------------------------------|-----------------------------------------------------|----------------------|
|                                    |                                                |                 |
| MAUI LAND & PINEAPPLE COMPANY, INC. |                                                |                 |
|                                    |                                                |                 |
|                                    |                                                |                 |
| By:                                     |                                                | /S/ ROBERT I. WEBBER |   |
|                                    |                                                |                 |
| Name:                                   |                                                | Robert I. Webber     |   |
|                                    |                                                |                 |
| Its:                                    | Senior Vice President & Chief Financial Officer |                 |
|                                    |                                                |                 |
|                                    |                                                |                 |
| OPTIONEE:                               |                                                |                 |
|                                    |                                                |                 |
|                                    |                                                |                 |
|                                    | /S/ DAVID C. COLE                                   |                 |   |
| David C. Cole                           |                                                |                 |
|                                         |                                                     |                      |  |  |  |  |  |  |  |  |

 

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