**Exhibit 10.6**

 

**MAUI LAND & PINEAPPLE COMPANY, INC.2006 EQUITY AND INCENTIVE AWARD PLANRESTRICTED STOCK 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 Stock award is subject to allof the terms and conditions as set forth herein and in the Restricted StockAward Agreement attached hereto as Exhibit A (the “***RestrictedStock Agreement***”) and the Plan, each of which areincorporated herein by reference.  Unlessotherwise defined herein, the terms defined in the Plan shall have the samedefined meanings in this Restricted Stock Award Grant Notice (the “***Grant Notice***”).  Shares that are released from Forfeiture Restrictionsin accordance with Section 3.2 of the Restricted Stock Agreement are referredto in this Grant Notice as ***“Released Shares.”***

 
| **Holder:**                                     | ** ** | **Brian  C. Nishida**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Grant Date:**                                 | ** ** | **May  8, 2006**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                                      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Total Number of Shares of Restricted Stock:** | ** ** | **5,000**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **                                      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **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, 2009  (the “Performance Period”); provided, that the performance criteria for the  2009 fiscal year is achieved, as determined in the sole and complete  discretion of the Committee.  Specific  performance criteria for fiscal year 2009 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, in no event shall any Shares vest and  become Released Shares following Holder’s Termination of Employment.***                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

1

----

 

By his or her signaturebelow, Holder agrees to be bound by the terms and conditions of the Plan, theRestricted Stock Agreement and this Grant Notice.  Holder has reviewed the Restricted StockAgreement, 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, theRestricted Stock Agreement and the Plan.  Holder hereby agrees to accept as binding,conclusive and final all decisions or interpretations of the Board upon anyquestions arising under or relating to the Plan, this Grant Notice or theRestricted Stock Agreement.

 
| **MAUI LAND & PINEAPPLE COMPANY, INC.:** | ** ** | **HOLDER:**                    |
|----------------------------------------------|------------|--------------------------------|
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| By:                                          |       |  /S/  DAVID C. COLE       |   | By: |   |  /S/  BRIAN C. NISHIDA |
| Print  Name:                                 |       |  David  C. Cole           |   | Print  Name: |   |  Brian  C. Nishida |
| Title:                                       |       | Chairman,  President & CEO |   |   |   |   |
| Address:                                     |       | P.O.  Box 187                  |   | Address: |   |   |
|                                         |       | Kahului,  Maui, Hawaii 96733   |   |   |   |   |
|                                         |       |                           |   |   |   |   |
| Dated:                                       |       | August  7, 2006                |   |   |   |   |

 

2

----

 

**RESTRICTED STOCK AWARDAGREEMENT**

** **

Pursuant to the RestrictedStock Award Grant Notice (“***Grant Notice***”)******to which this Restricted StockAward Agreement (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.  Capitalized terms not specifically definedherein shall have the meanings specified in the Grant Notice or, if not definedtherein, the Plan.

######  

###### 1.2           Incorporation of Terms of Plan.  The Shares are subject to the terms andconditions of the Plan which are incorporated herein by reference.

######  

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

##### ** **

###### 2.1           Grant of Restricted Stock.  In consideration of Holder’s past and/orcontinued service to the Company or its Subsidiaries and for other good andvaluable consideration, effective as of the Grant Date set forth in the GrantNotice (the “***Grant Date***”),******the Company hereby agrees toissue to Holder the Shares,******uponthe terms and conditions set forth in the Plan, the Grant Notice and thisAgreement.

######  

###### 2.2           Issuance of Shares.  The issuance of the Shares under thisAgreement shall occur at the principal office of the Company simultaneously withthe execution of the Grant Notice by the parties or on such other date as theCompany and Holder shall agree (the “***IssuanceDate***”).  Subject to the provisions of Article IV, theCompany shall issue the Shares (which shall be issued in Holder’s name) on theIssuance Date.

######  

###### 2.3           Conditions to Issuance of StockCertificates.  The Shares, or anyportion thereof, may be either previously authorized but unissued shares orissued shares which have then been reacquired by the Company.  Such Shares shall be fully paid andnonassessable.  The Company shall not berequired to issue or deliver any Shares prior to fulfillment of all of thefollowing conditions:

######  

(a)         The admission of such Shares to listing on all stockexchanges on 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;

 

1

----

 

(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 (ifany) 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.  Except as otherwise provided herein, upondelivery of the Shares to the escrow agent pursuant to Article IV, Holder shallhave all the rights of a stockholder with respect to said Shares, subject tothe restrictions herein, including the right to vote the Shares and to receiveall dividends or other distributions paid or made with respect to the Shares; *provided, however,*that any and all extraordinary cashdividends paid on such Shares and any and all shares of Stock, capital stock orother securities or property received by or distributed to Holder with respectto the Shares as a result of any stock dividend, stock split, reverse stocksplit, recapitalization, combination, reclassification, or similar change inthe capital structure of the Company shall also be subject to the ForfeitureRestriction (as defined in Section 3.1) and the restrictions on transfer inSection 3.4 until such restrictions on the underlying Shares lapse or areremoved pursuant to this Agreement (or, if such Shares are no longeroutstanding, until such time as such Shares would have been released from the ForfeitureRestriction pursuant to this Agreement). In addition, in the event of any merger, consolidation, share exchangeor reorganization affecting the Shares, including, without limitation, a Changein Control, then any new, substituted or additional securities or otherproperty (including money paid other than as a regular cash dividend) that isby reason of any such transaction received with respect to, in exchange for orin substitution of the Shares shall also be subject to the ForfeitureRestriction (as defined in Section 3.1) and the restrictions on transfer inSection 3.4 until such restrictions on the underlying Shares lapse or areremoved pursuant to this Agreement (or, if such Shares are no longeroutstanding, until such time as such Shares would have been released from the ForfeitureRestriction pursuant to this Agreement). Any such assets or other securities received by or distributed to Holderwith respect to, in exchange for or in substitution of any Unreleased Shares(as defined in Section 3.3) shall be immediately delivered to the Company to beheld in escrow pursuant to Section 4.1.

######  

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

#####  

###### 3.1           Forfeiture Restriction.  Subject to the provisions of Section 3.2, ifHolder has a Termination of Employment for any or no reason, all of theUnreleased Shares (as defined in Section 3.3) shall be forfeited immediatelyand automatically transferred to the Company without further action by theCompany (the “Forfeiture Restriction”); provided, however, that for thispurpose, (i) any termination of Holder’s employment by the Company or any ofits subsidiaries that occurs on or after the Performance Period, but not laterthan the date the Announcement Date, shall be deemed to have occurred on thefirst business day after the Announcement Date, and (ii) any other terminationof Holder’s employment by reason of death or permanent and total disabilitythat occurs on or after July 1 of any year during the Performance Period, butno later than the Announcement Date for that year shall be deemed to haveoccurred on the first business day after such Announcement Date.  Further, for this purpose, Holder’semployment shall not be treated as terminated in the case of a transfer ofemployment within the Company and its subsidiaries or in the case of sick leaveand other approved leaves of absence.  Uponthe occurrence of such a forfeiture, the Company shall become the legal andbeneficial owner of the Shares being forfeited and all rights and intereststherein or relating thereto and the Company shall have the right to retain andtransfer to its own name the number of Shares being forfeited by Holder.  In the event any of the Unreleased Shares areforfeited under this Section 3.1, any cash, cash equivalents, assets or securitiesreceived by or distributed to Holder with respect to, in exchange for or insubstitution of such Shares and

 

2

----

 

###### held by the escrow agent pursuant to Section4.1 and the Joint Escrow Instructions shall be promptly transferred by theescrow agent to the Company.

######  

###### 3.2           Release of Shares from ForfeitureRestriction.  The Shares shall bereleased from the Forfeiture Restriction as indicated in the Grant Noticeeffective as of the date Holder receives written the written Notice of Releaseset forth in Section 3.5 below.  Any ofthe Shares released from the Forfeiture Restriction shall thereupon be releasedfrom the restrictions on transfer under Section 3.4.  In the event any of the Shares are releasedfrom the Forfeiture Restriction, any dividends or other distributions paid onsuch Shares and held by the escrow agent pursuant to Section 4.1 and the JointEscrow Instructions shall be promptly paid by the escrow agent to Holder.

###### *** ***

###### 3.3           Unreleased Shares.  Any of the Shares which, from time to time,have not yet been released from the Forfeiture Restriction are referred toherein as *“**UnreleasedShares**.”*

######  

###### 3.4           Restrictions on Transfer.  Unless otherwise permitted by the Boardpursuant to the Plan, no Unreleased Shares or any dividends or otherdistributions thereon or any interest or right therein or part thereof, shallbe liable for the debts, contracts or engagements of Holder or his or hersuccessors in interest or shall be subject to sale or other disposition by transfer,alienation, anticipation, pledge, encumbrance, assignment or any other meanswhether such sale or other disposition be voluntary or involuntary or byoperation of law by judgment, levy, attachment, garnishment or any other legalor equitable proceedings (including bankruptcy), and any attempted sale orother disposition thereof shall be null and void and of no effect.

######  

###### 3.5           Notice of Release.  The Committee shall provide written notice toHolder of whether, and the extent to which, any of the Shares became vested andreleased in accordance with Section 3.2 above for each calendar year during thePerformance Period.  Such notice shall beprovided as soon as administratively practicable after audited financialstatements are available for such calendar year and the Committee has certifiedin writing the extent to which the applicable performance goals set forth inthe Grant Notice were achieved. 

######  

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

##### ** **

###### 4.1           Escrow of Shares.  To insure the availability for delivery of Holder’sUnreleased Shares in the event of forfeiture of such Shares by Holder pursuantto Section 3.1, Holder hereby appoints the Secretary of the Company, or anyother person designated by the Board as escrow agent, as his or herattorney-in-fact to assign and transfer unto the Company, such UnreleasedShares, if any, forfeited by Holder pursuant to Section 3.1 and any dividendsor other distributions thereon, and shall, upon execution of this Agreement,deliver and deposit with the Secretary of the Company, or such other persondesignated by the Board, any share certificates representing the UnreleasedShares, together with the stock assignment duly endorsed in blank, attached as ExhibitB to the Grant Notice.  TheUnreleased Shares and stock assignment shall be held by the Secretary of theCompany, or such other person designated by the Board, in escrow, pursuant tothe Joint Escrow Instructions of the Company and Holder attached as Exhibit Cto the Grant Notice, until the Unreleased Shares are forfeited by Holder as providedin Section 3.1, until such Unreleased Shares are released from theForfeiture Restriction, or until such time as this Agreement no longer is ineffect.  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

 

3

----

 

###### certificate or certificates as escrow agentif so required pursuant to other restrictions imposed pursuant to thisAgreement.  If the Shares are held inbook entry form, then such entry will reflect that the Shares are subject tothe restrictions of this Agreement.  Ifany dividends or other distributions are paid on the Unreleased Shares held bythe escrow agent pursuant to this Section 4.1 and the Joint EscrowInstructions, such dividends or other distributions shall also be subject tothe restrictions set forth in this Agreement and held in escrow pending releaseof the Unreleased Shares with respect to which such dividends or otherdistributions were paid from the Forfeiture Restriction.

######  

###### 4.2           Notice of Forfeited Shares; Transferof Forfeited Shares.  The Committeeshall provide written notice to Holder of whether any of the Shares werepermanently forfeited for each calendar year during the Performance Period.  Such notice shall be provided as soon asadministratively practicable after audited financial statements are availablefor such calendar year.  Holder herebyauthorizes and directs the Secretary of the Company, or such other persondesignated by the Board, to transfer the Unreleased Shares which have beenforfeited by Holder immediately to the Company.

######  

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

######  

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

##### ** **

###### 5.1           Adjustment for Stock Split.  In the event of any stock dividend, stocksplit, reverse stock split, recapitalization, combination, reclassification, orsimilar change in the capital structure of the Company, the Board shall makeappropriate and equitable 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 provisionsof this Agreement shall apply, to the full extent set forth herein with respectto the Shares, to any and all shares of capital stock or other securities,property or cash which may be issued in respect of, in exchange for, or insubstitution of the Shares, and shall be appropriately adjusted for any stockdividends, splits, reverse splits, combinations, recapitalizations and the likeoccurring after the date hereof.

######  

###### 5.2           Taxes.  Holder has reviewed with Holder’s own taxadvisors the federal, state, local and foreign tax consequences of thisinvestment and the transactions contemplated by the Grant Notice and thisAgreement.  Holder is relying solely onsuch advisors and not on any statements or representations of the Company orany of its agents.  Holder understandsthat Holder (and not the Company) shall be responsible for Holder’s own taxliability that may arise as a result of this investment or the transactionscontemplated by this Agreement.  Holderunderstands that Holder will recognize ordinary income for federal income taxpurposes under Section 83 of the Code as the restrictions applicable to theUnreleased Shares lapse.  In thiscontext, “restriction” includes the Forfeiture Restriction.  Holder understands that Holder may elect tobe taxed for federal income tax purposes at the time the Shares are issuedrather than as and when the Forfeiture Restriction lapses by filing an electionunder Section 83(b) of the Code with the Internal Revenue Service no later thanthirty days following the date of purchase. 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.

 

4

----

 

###### As additionalconsideration for Holder’s past and/or continued service to the Company or itsSubsidiaries, in the event that the Company achieves the Maximum NOI for theCompany’s pineapple operations in fiscal year 2006, as set forth and defined inthe Restricted Share Agreement dated June 30, 2004 (the “2004 Agreement”) betweenthe Company and Holder, the Company shall pay to Holder a cash bonus equal toHolder’s federal and state income and payroll taxes directly resulting from thevesting of shares under the 2004 Agreement for the fiscal year 2006, grossed upfor taxes resulting from such cash bonus.

######  

###### 5.3           Limitations Applicable to Section16 Persons.  Notwithstanding anyother provision of the Plan or this Agreement, the Plan, the Shares and thisAgreement shall be subject to any additional limitations set forth in anyapplicable exemptive rule under Section 16 of the Exchange Act (including anyamendment to Rule 16b-3 of the Exchange Act) that are requirements for theapplication of such exemptive rule.  Tothe extent permitted by applicable law, this Agreement shall be deemed amendedto the extent necessary to conform to such applicable exemptive rule.

######  

###### 5.4           Administration.  The Board shall have the power to interpretthe Plan and this Agreement and to adopt such rules for the administration,interpretation and application of the Plan as are consistent therewith and to interpret,amend or revoke any such rules.  Allactions taken and 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 member of the Board shall be personally liable for any action,determination or interpretation made in good faith with respect to the Plan,this Agreement or the Shares.

######  

###### 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) thatmay 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, ACOPY OF 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 such Sharesor to accord the right to vote or pay dividends to any purchaser or othertransferee 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 may permit Holder to make suchpayment in one or more of the forms specified below:

 

5

----

 

(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 be given under the terms ofthis Agreement to the Company shall be addressed to the Company in care of theSecretary of the Company, and any notice to be given to Holder shall beaddressed to Holder at the address given beneath Holder’s signature on theGrant Notice.  By a notice given pursuantto this Section 5.7, either party may hereafter designate a different addressfor notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sentby certified mail (return receipt requested) and deposited (with postageprepaid) in a post office or branch post office regularly maintained by theUnited States Postal Service.

######  

###### 5.8           Titles.  Titles are provided herein for convenienceonly and are not to serve as a basis for interpretation or construction of thisAgreement.

######  

###### 5.9           Governing Law; Severability.  This Agreement shall be administered,interpreted and enforced under the laws of the State of Hawaii without regardto 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.

######  

###### 5.10         Conformity to Securities Laws.  Holder acknowledges that the Plan is intendedto conform to the extent necessary with all provisions of the Securities Actand the Exchange Act and any and all regulations and rules promulgated by theSecurities and Exchange Commission thereunder, and state securities laws andregulations.  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 byapplicable law, the Plan and this Agreement shall be deemed amended to theextent necessary to conform to such laws, rules and regulations.

######  

###### 5.11         Amendments.  This Agreement may not be modified, amendedor terminated except by an instrument in writing, signed by Holder and by aduly authorized representative of the Company.

######  

###### 5.12         Successors and Assigns.  The Company may assign any of its rightsunder this Agreement to single or multiple assignees, and this Agreement shallinure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transferherein set forth, this Agreement shall be binding upon Holder and his or herheirs, executors, administrators, successors and assigns.

 

6

----