**Exhibit 10.10**

 

**MAUI LAND& PINEAPPLE COMPANY, INC.**

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**2006 EQUITYAND INCENTIVE AWARD PLAN**

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**RESTRICTEDSTOCK AWARD GRANT NOTICE**

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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 (“***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***”).

 
| **Holder:**                     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Grant Date:**                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** **                      |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Total Number of**             | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **                      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Shares of Restricted Stock:** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **Vesting Schedule:**           |       | Subject  to the terms and conditions of the Plan, this Grant Notice and the Restricted  Stock Agreement, the Company’s Forfeiture Restriction (as defined in the  Restricted Stock Agreement) shall lapse as to 250 Shares on each of June xx,  200x, September xx, 200x, December xx, 200x, March xx, 200x, June xx, 200x,  September 28, 2007, December 31, 2007, March 31, 2008, June 30, 2008,  September xx, 200x, December xx, 200x, and March xx, 200x. |
|                            |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                            |       | In  no event, however, shall the Forfeiture Restriction (as defined in the  Restricted Stock Agreement) lapse as to any additional Shares following  Holder’s Termination of Employment, Termination of Consultancy, or  Termination of Directorship, as applicable.                                                                                                                                                                                           |
|                                 |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |

 

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 Administrator uponany questions arising under or relating to the Plan, this Grant Notice or theRestricted Stock Agreement.  If Holder ismarried, his or her spouse has signed the Consent of Spouse attached to thisGrant Notice as Exhibit B.

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

 

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Attachments:        Restricted Stock Award Agreement (**Exhibit A**)

 

2

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**EXHIBIT A**

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**TO RESTRICTED STOCK AWARDGRANT NOTICE**

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**RESTRICTED STOCK AWARDAGREEMENT**

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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 and IncentiveAward Plan (the “***Plan***”), the Grant Notice and this Agreement.

 

##### **ARTICLE IGENERAL**

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###### 1.1           Defined Terms.  Capitalized terms not specifically definedherein shall have the meanings specified in the Grant Notice or, if not definedtherein, the Plan.

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

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

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###### 2.1           Grant of Restricted Stock.  In consideration of Holder’s past and/or continuedemployment with or service to the Company or its Subsidiaries and for othergood and valuable consideration, effective as of the Grant Date set forth inthe Grant Notice (the “***GrantDate***”),******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.  The issuance of the Shares under thisAgreement shall occur at the principal office of the Company simultaneouslywith the execution of the Grant Notice by the parties or on such other date asthe Company 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.

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###### 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:

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(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 Administrator shall, in its absolute discretion, deem necessaryor advisable; 

 

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

 

(d)         The lapse of such reasonable period of time following theIssuance Date as the Administrator may from time to time establish for reasonsof administrative convenience; and

 

(e)         The receipt by the Company of full payment for all amountswhich, under federal, state or local tax law, the Company (or other employercorporation) 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.

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

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###### 3.1           Forfeiture Restriction.  Subject to the provisions of Section 3.2, ifHolder has a Termination of Employment, Termination of Consultancy, orTermination of Directorship, as applicable, for any or no reason, all of the UnreleasedShares (as defined in Section 3.3) shall thereupon be forfeited immediately andwithout any further action by the Company (the “***Forfeiture Restriction***”).  Upon the occurrence of such a forfeiture, theCompany 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.  Inthe event any of the Unreleased Shares are forfeited under this Section 3.1, anycash, cash equivalents, assets or securities received by or distributed to Holderwith respect to, in exchange for or in substitution of such Shares and held bythe escrow agent pursuant to Section 4.1 and the Joint Escrow Instructionsshall be promptly transferred by the escrow agent to the Company.

 

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###### 3.2           Release of Shares from ForfeitureRestriction.  The Shares shall bereleased from the Forfeiture Restriction as indicated in the Grant Notice.  Any of the Shares released from the ForfeitureRestriction shall thereupon be released from the restrictions on transfer underSection 3.4.  In the event any of theShares are released from the Forfeiture Restriction, any dividends or otherdistributions paid on such Shares and held by the escrow agent pursuant toSection 4.1 and the Joint Escrow Instructions shall be promptly paid by theescrow 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**.”*

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###### 3.4           Restrictions on Transfer.  Unless otherwise permitted by the Administratorpursuant 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 bytransfer, alienation, anticipation, pledge, encumbrance, assignment or anyother means whether such sale or other disposition be voluntary or involuntaryor by operation of law by judgment, levy, attachment, garnishment or any otherlegal or equitable proceedings (including bankruptcy), and any attempted saleor other disposition thereof shall be null and void and of no effect.

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

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###### 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 Administrator 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 Administrator, any share certificates representing theUnreleased Shares, together with the stock assignment duly endorsed in blank,attached as Exhibit C to the Grant Notice.  The Unreleased Shares and stock assignmentshall be held by the Secretary of the Company, or such other person designatedby the Administrator, in escrow, pursuant to the Joint Escrow Instructions ofthe Company and Holder attached as Exhibit D to the Grant Notice, until theUnreleased Shares are forfeited by Holder as provided in Section 3.1, untilsuch Unreleased Shares are released from the Forfeiture Restriction, or untilsuch time as this Agreement no longer is in effect.  Upon release of the Unreleased Shares fromthe Forfeiture Restriction, the escrow agent shall deliver to Holder thecertificate or certificates representing such Shares in the escrow agent’spossession belonging to Holder in accordance with the terms of the Joint EscrowInstructions attached as Exhibit D to the Grant Notice, and the escrowagent 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 are held in book entry form,then such entry will reflect that the Shares are subject to the restrictions ofthis Agreement.  If any dividends orother distributions 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 the ForfeitureRestriction.

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###### 4.2           Transfer of Forfeited Shares.  Holder hereby authorizes and directs theSecretary of the Company, or such other person designated by the Administrator,to transfer the Unreleased Shares which have been forfeited by Holder to theCompany.

 

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###### 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.

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

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###### 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 Administrator shallmake appropriate and equitable adjustments in the Unreleased Shares subject tothe Forfeiture Restriction and the number of Shares, consistent with anyadjustment under Section 11.3 of the Plan. The provisions of this Agreement shall apply, to the full extent setforth herein with respect to the Shares, to any and all shares of capital stockor other securities, property or cash which may be issued in respect of, inexchange 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.

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###### 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 E.

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###### 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.

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###### 5.3           Limitations Applicable to Section16 Persons.  Notwithstanding anyother provision of the Plan or this Agreement, if Holder is subject to Section16 of the Exchange Act, the Plan, the Shares and this Agreement shall besubject to any additional limitations set forth in any applicable exemptiverule under Section 16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) that are requirements for the application of suchexemptive rule.  To the extent permittedby applicable law, this Agreement shall be deemed amended to the extentnecessary to conform to such applicable exemptive rule.

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###### 5.4           Administration.  The Administrator shall have the power tointerpret the Plan and this Agreement and to adopt such rules for theadministration, 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 Administrator in good faith shall be binding, conclusiveand final upon Holder, the Company and all other interested persons.  No member of the Administrator shall be personally liable for any action,determination or interpretation made in good faith with respect to the Plan,

 

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this Agreement or theShares.  In its absolute discretion, theBoard may at any time and from time to time exercise any and all rights andduties of the Administrator under the Plan and this Agreement.

 

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

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(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.

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(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:

 

(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.

 

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###### By a notice given pursuant to this Section5.7, either party may hereafter designate a different address for notices to begiven to that party.  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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###### 5.8           Titles.  Titles are provided herein for convenienceonly and are not to serve as a basis for interpretation or construction of thisAgreement.

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###### 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.

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###### 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.

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###### 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.

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###### 5.12         No Employment Rights.  If Holder is an employee, nothing in the Planor this Agreement shall confer upon Holder any right to continue in the employof the Company or any Subsidiary or shall interfere with or restrict in any waythe rights of the Company and its Subsidiaries, which are expressly reserved,to discharge Holder at any time for any reason whatsoever, with or withoutcause, except to the extent expressly provided otherwise in a written agreementbetween the Company and Holder.

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###### 5.13         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.

 

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