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. 2003
Stock 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 Company
and Optionee entered into the Maui Land & Pineapple Company, Inc. 2003
Stock and Incentive Compensation Plan Stock Option Agreement dated January 1,
2004 (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 January 1, 2004, 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 $35.50.


 


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.
The Exercise Price shall be $35.50, 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/ DAVID C. COLE

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  David C. Cole

  	
   

  
	
   

  	
   

  	
   

  
	
  Its:

  	
  Chairman, President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  OPTIONEE:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /S/ BRIAN C. NISHIDA

  	
   

  	
   

  
	
  Brian C. Nishida