Exhibit 10.1


 


AMENDMENT

TO THE

MAUI LAND & PINEAPPLE COMPANY, INC.

STOCK OPTION AGREEMENT FOR DAVID COLE


 


This Amendment to the Maui Land & Pineapple Company, Inc. Stock
Option Agreement for David Cole (the “Amendment”) is made as of this 7th
day of August, 2006, by and between Maui Land & Pineapple Company, Inc.
(the “Company”) and David C. Cole (“Optionee”).


 


RECITALS


 


WHEREAS, the Company
and Optionee entered into the Maui Land & Pineapple Company, Inc. Stock
Option Agreement for David Cole dated October 6, 2003 (the “Agreement”),
subject to the Company’s power to amend the Agreement as set forth in Section 9
therein;


 


WHEREAS, the Company
has determined that, in light of changes to the Internal Revenue Code of 1986,
as amended, that became effective after October 6, 2003, in particular, the
adoption of Section 409A, it is the best interests of the Company and the Optionee
to amend the Agreement; and


 


WHEREAS, the fair
market value per Share of the Company’s Common Stock on the Grant Date was
$27.60.


 


AGREEMENT


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


 


1.             Amendment to Exercise Price. Section
2.a. of the Agreement is hereby amended and restated to read in full as
follows:


 


“a.           Exercise Price.


 


(1)           The
Exercise Price for the first 66,667 Shares, which Shares have become
exercisable on or before December 31, 2004, shall be $19.70, which was the fair
market value per Share as of August 11, 2003; and


 


(2)           The
Exercise Price for the remaining 133,333 Shares, which Shares have become or
will become exercisable, if at all, after December 31, 2004, shall be $27.60,
which was the fair market value per Share as of the Grant Date.”


 


2.             Definitions. Unless otherwise defined herein, capitalized terms used in this
Amendment shall have the same meanings ascribed to them in the Agreement.


 


3.             Entire Agreement. The Agreement, as amended by this Amendment, constitutes the full and
complete agreement between the parties hereto regarding the subject matter of
the Agreement and shall supersede all prior understanding or agreements, if
any, 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 the
Agreement are hereby ratified and confirmed and are and shall remain in full
force and effect.


 


5.             Counterparts. This Amendment may be executed in
one or more counterparts, all of which together shall constitute one instrument.


 


6. Execution. This Amendment may be executed by
facsimile signatures and such signature will be deemed binding for all purposes
of this Amendment, without delivery of an original signature being required.


 


IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.


 


	
  COMPANY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MAUI LAND & PINEAPPLE COMPANY, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /S/ ROBERT I. WEBBER

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Robert I. Webber

  	
   

  
	
   

  	
   

  	
   

  
	
  Its: 

  	
  Senior Vice President & Chief Financial Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPTIONEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ DAVID C. COLE

  	
   

  	
   

  
	
  David C. Cole