Exhibit 10.2


Mr. Tom
Juliano

300 Inu Road

Kula, Hawaii 96790


Re:       Separation from Employment


Dear Tom:


We recognize and
appreciate the contributions you have made during your employment with Kapalua
Land Company (“KLC”) and we wish you well in your future endeavors. We have set
forth below the details of your separation from employment with KLC and from
your relationships with other entities affiliated with Maui Land and Pineapple
Company, collectively referred to as “MLP”.


1.     Resignation.   Your last day of active service with KLC
shall be October 23, 2006 (“separation date”). You agree that you will not
represent to the general public or to any individual that you are associated or
affiliated with KLC or any MLP entity after your separation date.


2.     Vacation and Leave Time.   You will be paid a lump sum
amount of thirty-one thousand seven hundred thirty dollars and sixteen cents ($31,730.16)
for your accrued vacation and four thousand eight hundred seven dollars and
sixty-nine cents ($4,807.69) compensation time through your separation date. This
amount will be paid to you within 30 days of your separation date. This payment
represents payment in full for all vacation and leave that you are entitled to.


3.     Performance of Duties.   Your duties, responsibilities
and authority with KLC will cease as October 13, 2006. You will use your
best efforts to coordinate any steps necessary to effect a smooth transition. You
agree that you will fully cooperate with KLC and MLP and their attorneys in the
defense of all claims that you have knowledge about even though your
cooperation may be necessary after your separation from KLC.


4.     Consideration for Termination.   You will be paid two
hundred fifty thousand dollars ($250,000.00) in four equal payments on the
following four dates, beginning November 30, 2006, February 28, 2007,
May 31, 2007, and August 31, 2007. This payment, in accord with
paragraph 8 of this Agreement, is in full satisfaction of all implied or
express contract claims, tort claims or statutory claims that you have against KLC
or any MLP affiliated entities arising out of your employment or resignation
from employment with KLC. The payments of the amounts in this paragraph are
expressly conditioned on your completion of all your duties, including the
completion of all records and reports.


5.     Return of Property.   On or before your separation date,
you will turn over to Holly Ka`akimaka, our keys and other KLC or MLP
materials, records, supplies or equipment you may have in your possession. You
agree that you will not retain any documents, materials, supplies or equipment
that you received from KLC or MLP without KLC’s written authorization.


6.     Continuation of Health Care Benefits.   KLC will
continue your present health care insurance coverage through your separation
date and for four month thereafter. KLC will pay for this insurance coverage
either through direct payment to the insurance company or by reimbursing you
for COBRA payments. Thereafter, you may be eligible to continue medical and/or
dental coverage under KLC’s medical and dental plans, at your own expense, in
accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985.


7.     Residence.   You agree to vacate your company owned
residence at 300 Inu Road on or before June 30, 2007. Your further agree
that you have no right to remain in this residence after that date. You agree
that you will pay KLC $200.00 per day for each day that you remain in the
residence after June 30, 2007.


8.     Release of Claims.   In consideration of the above
paragraphs, you hereby release KLC, MLP, and their directors, officers,
employees, and agents from any and all claims (including, but not limited to,
claims for personal injury, infliction of emotional distress, breach of express
or implied contract, tort or for 











violation of any federal,
state or local statute, regulation or ordinance, including Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act, the
Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the
Hawaii Civil Rights Act, and the Hawaii Employment Practices Law, H.R.S.
Chapter 378) you now have, known or unknown, arising out of your employment
with or separation from employment with KLC or your affiliation with any MLP
entities.


9.     Confidentiality.   You agree to refrain from disclosing
any confidential, commercial or financial information about KLC or any MLP
entities which you acquired while an employee of KLC. You further agree that
you will not disparage or make negative statements about KLC or MLP or any of
their directors, officers or employees. KLC agrees that if asked for a
reference by a prospective employer, that it will not make negative or
disparaging comments about your performance.


10.   Compliance.   KLC and MLP strive to comply with all
state and federal requirements. You agree that if you are aware of any state or
federal requirement that has not been complied with, that you have reported the
failure of compliance to Holly Ka`akimaka or that you will do so prior to your
separation date.


11.   Stock Options.   As of your separation date, you have
10,000 vested options in MLP stock. In accordance with the terms of your Stock
Option Agreement, you will be able to exercise the vested options through April 13,
2007.


12.   Waiver of Rights and Claims under the ADEA.   You are
advised that this Agreement specifically refers or may refer to rights and
claims arising under the Age Discrimination in Employment Act (“ADEA”), 29
U.S.C. § 621, et seq. Pursuant to 29 U.S.C. § 626(f)(1)(F)(i), you
have twenty-one (21) days in which to consider the terms of this Agreement and
to consult with your attorney. Pursuant to 29 C.F.R. § 1625.22(e)(6), and
as indicated by your special signature below, you hereby knowingly and voluntarily
waive the twenty-one (21) day pre-execution consideration period set forth in
29 U.S.C. § 626(f)(1)(F)(i). Therefore, pursuant to 29 U.S.C. § 626(f)(1)(G),
you will have seven (7) days after your execution of this Agreement to
revoke the ADEA portion of this Agreement. If you elect to so revoke the ADEA
portion of this Agreement, you shall contact KLC immediately. In the event you
revoke your agreement, you will not receive the payment specified in paragraph
4. Copies of the ADEA law and regulations may be accessed through the Internet
including but not limited to http://www4.law.cornell.edu/uscode/ and
http://www.access.gpo.gov/nara/cfr/cfr-retrieve.html#page1.



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Please indicate your
agreement to the foregoing by signing and dating this page where indicated
below.


	
  

  	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
  /s/ HOLLY KA`AKIMAKA

  
	
   

  	
   

  	
  Holly Ka`akimaka,

  
	
   

  	
   

  	
  Director, Industrial Relations

  
	
  /s/ THOMAS JULIANO

  	
   

  	
   

  
	
  Tom Juliano

  	
   

  	
   

  
	
  10-24-06

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 


	
  Approved:

  	
  /s/ ROBERT
  I. WEBBER

  	
   

  
	
   

  	
  CFO

  
	
  Date:

  	
  November 3, 2006

  	
   

  
	
  PURSUANT TO 29 C.F.R. §
  1625.22(e)(6),

  I HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THE TWENTY-ONE (21) DAY PRE-EXECUTION
  CONSIDERATION PERIOD SET FORTH IN 29 U.S.C. § 626(f)(1)(F)(i)

  	
   

  	
   

  
	
  /s/ THOMAS
  JULIANO 

  	
   

  	
  10-24-06

  	
   

  
	
  Tom Juliano

  	
   

  	
  Date

  	
   

  
							



 



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