**Exhibit 10.4**

 

**AMENDMENT****TO THE****MAUI LAND & PINEAPPLE COMPANY, INC.****2003 STOCK AND INCENTIVE COMPENSATION PLAN****STOCK OPTION AGREEMENT**

 

This Amendment to the Maui Land & Pineapple Company, Inc. 2003Stock and Incentive Compensation Plan Stock Option Agreement (the “Amendment”)is made as of this 7th day of August, 2006, by and between Maui Land& Pineapple Company, Inc. (the “Company”) and Brian C. Nishida (“Optionee”).

 

**RECITALS**

 

**WHEREAS**, the Companyand Optionee entered into the Maui Land & Pineapple Company, Inc. 2003Stock and Incentive Compensation Plan Stock Option Agreement dated January 1,2004 (the “Agreement”), subject to the Company’s power to amend the Agreementas set forth in Section 9 therein;

 

**WHEREAS**, the Companyhas determined that, in light of changes to the Internal Revenue Code of 1986,as amended, that became effective after January 1, 2004, in particular, theadoption of Section 409A, it is the best interests of the Company and theOptionee to amend the Agreement; and

 

**WHEREAS**, the fair marketvalue per Share of the Company’s Common Stock on the Grant Date was $35.50.

 

# **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.The Exercise Price shall be $35.50, which was the fair market value per Shareas 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.

 

# **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.

 

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

 

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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.

 

IN WITNESSWHEREOF, the undersigned have executed this Amendment as of the date firstwritten above.

 

 
| COMPANY:                                |                          |              |
|-----------------------------------------|-------------------------------|-------------------|
|                                    |                          |              |
| MAUI LAND & PINEAPPLE COMPANY, INC. |                          |              |
|                                    |                          |              |
|                                    |                          |              |
| By:                                     |                          | /S/ DAVID C. COLE |   |
|                                    |                          |              |
| Name:                                   |                          | David C. Cole     |   |
|                                    |                          |              |
| Its:                                    | Chairman, President & CEO |              |
|                                    |                          |              |
|                                    |                          |              |
| OPTIONEE:                               |                          |              |
|                                    |                          |              |
|                                    |                          |              |
|                                    | /S/ BRIAN C. NISHIDA          |              |   |
| Brian C. Nishida                        |                          |              |
|                                         |                               |                   |  |  |  |  |  |  |  |  |

 

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