**Exhibit 10.3**

 

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

****2006 EQUITY AND INCENTIVE AWARD PLAN

****STOCK OPTION GRANT NOTICE

 

Maui Land & PineappleCompany, Inc., a Hawaii corporation (the “***Company***”), pursuantto its 2006 Equity and Incentive Award Plan (the “***Plan***”) and the terms ofthat employment agreement by and between the Company and David C. Cole (“***Participant***”)effective as of October 15, 2003 (“***Employment Agre*ement**”), hereby grantsto Participant,an option to purchase the number of shares of the Company’s commonstock, no par value (“***Stock***”),set forth below (the “***Option***”). ThisOption is subject to all of the terms and conditions set forth herein and inthe Stock Option Agreement attached 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:**                                   |   | David C. Cole                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Grant  Date:**                                   |   | May 8, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Exercise  Price per Share:**                     |   | $38.04                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Total  Exercise Price:**                         |   | $7,608,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Total  Number of Shares Subject to the Option:** |   | 200,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Expiration  Date:**                              |   | May 8, 2006                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Type of Option:**                                |   | o Incentive Stock  Option                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ý Non-Qualified Stock  Option |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Vesting  Schedule:**                             |   | Subject to  the terms and conditions of the Plan, the Employment Agreement, this Grant  Notice and the Stock Option Agreement, the Option shall be exercisable as  follows: one-twelfth (1/12th) of the Option in the aggregate shall  be exercisable on the completion of each quarter (i.e. three-month period,  which need not begin or end at the beginning or end of calendar months)  beginning January 15, 2007 and ending October 15, 2009, such that 100% of the  shares are exercisable on October 15, 2009. |
| ** **                                         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                               |   | Subject to the Stock Option Agreement, in no event 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: DAVID C. DOLE** |
|----------------------------------------------|------------|--------------------------------|
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| ** **                                   | ** ** | ** **                     | ** ** | ** ** | ** ** | ** ** |
| By:                                          |       |  /S/  ROBERT I. WEBBER    |   | By: |   |  /S/  DAVID C. COLE |
| Print  Name:                                 |       |  Robert  I. Webber        |   | Print  Name: |   |  David  C. Cole |
| Title:                                       |       | Senior Vice President          |   |   |   |   |
| Address:                                     |       | P.O.  Box 187                  |   | Address: |   |   |
|                                         |       | Kahului,  Maui, Hawaii 96733   |   |   |   |   |
|                                         |       |                           |   |   |   |   |
| Dated:                                       |       | August  4, 2006                |   |   |   |   |

 

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**STOCK OPTIONAGREEMENT**

 

Pursuant to the Stock OptionGrant Notice (the “***Grant Notice***”) to whichthis Stock Option Agreement (this “***Agreement***”) is attachedand the Employment Agreement, Maui Land & Pineapple Company, Inc., a Hawaiicorporation (the “***Company***”), hasgranted to Participant an option under the Company’s 2006 Equity and IncentiveAward 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.

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***“Cause”***shall have the meaning described in Section 8(f) of the Employment Agreement.

 

***“Good******Reason*”** shall have the meaning described in Sections8(g), except as in Section 8(g)(iii), of the Employment Agreement.

 

###### 1.2           Incorporation of Terms of Plan.The Option is subject to the terms and conditions of the Plan which areincorporated herein by reference.

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##### **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 Agreement.Unless designated as a Non-Qualified Stock Option in the Grant Notice, theOption shall be an Incentive Stock Option to the maximum extent permitted bylaw.

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###### 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.

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###### 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

 

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###### continue in the employ or service of theCompany or any Parent or Subsidiary or shall interfere with or restrict in anyway the rights of the Company and its Parents and Subsidiaries, which rights arehereby expressly reserved, to discharge or terminate the services of Participantat any time for any reason whatsoever, with or without cause, except to the extentexpressly provided otherwise in a written agreement between the Company, aParent or a Subsidiary and Participant.

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##### **ARTICLE IIIPERIOD OF EXERCISABILITY**

##### ** **

###### 3.1           Commencement of Exercisability.

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(a)           Subject to Sections 3.2, 3.3, and 5.8hereof, the Option shall become vested and exercisable in such amounts and atsuch times as are set forth in the Grant Notice.

 

(b)           Subject to subsection (c) below, noportion of the Option which has not become vested and exercisable at the dateof Participant’s Termination of Employment, Termination of Directorship orTermination of Consultancy shall thereafter become vested and exercisable,except as may be otherwise provided by the Administrator or as set forth in awritten agreement between the Company and Participant. For these purposes, theParticipant’s employment shall not be treated as terminated in the case of atransfer of employment within or between the Company and its subsidiaries or inthe case of sick leave or other approved leaves of absence.

 

(c)           The Option shall become fullyexercisable upon: (i) the termination by Company of Participant’s employmentwithout Cause or (ii) Participant’s resignation for Good Reason.

 

###### 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.

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

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(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;

 

(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 of Directorshipor Termination of Consultancy by reason of Participant’s death or Disability;or

 

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(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 for Cause.

 

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.

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###### 4.2           Partial Exercise. Anyexercisable portion of the Option or the entire Option, if then whollyexercisable, may be exercised in whole or in part at any time prior to the timewhen the Option or portion thereof becomes unexercisable under Section 3.3.

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###### 4.3           Manner of Exercise. TheOption, or any exercisable portion thereof, may be exercised solely by deliveryto the Secretary of the Company or the Secretary’s office of all of thefollowing prior to the time when the Option or such portion thereof becomesunexercisable under Section 3.3:

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(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);

 

(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. The Administratormay, in its absolute discretion,

 

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take whatever additional actions it deemsappropriate to ensure the observance and performance of such representation andagreement 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 anopinion of counsel acceptable to it to the effect that any subsequent transferof shares acquired on an Option exercise does not violate the Securities Act,and may 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.

 

(e)           The Company shall cooperatereasonably with any exercise and the designated method or methods of payment ofthe Exercise Price.

 

###### 4.4           Method of Payment of ExercisePrice. The Option may be exercised from time to time with respect to all orany portion of the number of Shares with respect to which the Option has becomeexercisable, in whole or in part, by written notice to the Corporate Secretaryof the Company or other authorized personnel of the Company. Any notice ofexercise of the Option shall be accompanied by payment of the full amount ofthe Exercise Price for the Shares being purchased. Payment of the exerciseprice shall be by any of the following, or a combination thereof, at theelection of the Participant:

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(a)           Cash in the currency of the UnitedStates;

 

(b)           Delivery of a good check payable tothe order of the Company;

 

(c)           Delivery of a number of Sharesalready owned by the Participant having a Fair Market Value equal to theExercise Price;

 

(d)           To the extent permitted underapplicable laws, delivery of a notice that the Participant has placed a market sell order with aSEC-registered broker-dealer with respect to shares of stock then issuable uponexercise of the Option, and that the broker-dealer has been directed to pay asufficient portion of the net proceeds of the sale to the Company insatisfaction of the aggregate exercise price; *provided*, that payment of such proceedsis then made to the Company upon settlement of such sale;

 

(e)           To the extent permitted underapplicable margin rules, via a customary “same-day-sale” or margin accountexercise arrangement with a SEC-registered broker-dealer; or

 

(f)            Any combination of the considerationprovided in the foregoing.

 

###### 4.5           Conditionsto Issuance of Stock Certificates. The shares of Stock deliverable upon theexercise of the Option, or any portion thereof, may be either previouslyauthorized but unissued shares or 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:

 

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(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 anyother governmental regulatory body, which the Administrator shall, in itsabsolute discretion, 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.

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##### **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.

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###### 5.2           Option Not Transferable.

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(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, or to a family limitedpartnership or other entity customarily used for estate planning purposes,provided that the transferor agrees in writing in a form provided by theCompany to be bound by all provisions of this Agreement. Neither the Option norany interest 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 operation of law by judgment, levy, attachment,garnishment or any other legal or

 

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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 tosuch conditions 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.

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(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. The Companyshall at all times during the term of the Option reserve and keep availablesuch 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 thendeceased, be given to the person entitled to exercise his or her Optionpursuant to Section 4.1 by written notice under this Section 5.5. Any noticeshall be deemed duly given when sent via email or when sent by certified mail(return receipt requested) and deposited (with postage prepaid) in a postoffice or branch post office regularly maintained by the United States PostalService.

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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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