Exhibit 10.10


 


MAUI LAND
& PINEAPPLE COMPANY, INC.


 


2006 EQUITY
AND INCENTIVE AWARD PLAN


 


RESTRICTED
STOCK AWARD GRANT NOTICE


 


Maui Land & Pineapple
Company, Inc., a Hawaii corporation (the “Company”), pursuant
to its 2006 Equity and Incentive Award Plan (the “Plan”), hereby
grants to the holder listed below (“Holder”) the
number of shares of the Company’s common stock, no par value (“Stock”), set forth below (the “Shares”).  This Restricted Stock award is subject to all
of the terms and conditions as set forth herein and in the Restricted Stock
Award Agreement attached hereto as Exhibit A (the “Restricted
Stock Agreement”) and the Plan, each of which are
incorporated herein by reference.  Unless
otherwise defined herein, the terms defined in the Plan shall have the same
defined meanings in this Restricted Stock Award Grant Notice (the “Grant Notice”).


 


	
  Holder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Number of

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Shares of Restricted Stock:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  Subject
  to the terms and conditions of the Plan, this Grant Notice and the Restricted
  Stock Agreement, the Company’s Forfeiture Restriction (as defined in the
  Restricted Stock Agreement) shall lapse as to 250 Shares on each of June xx,
  200x, September xx, 200x, December xx, 200x, March xx, 200x, June xx, 200x,
  September 28, 2007, December 31, 2007, March 31, 2008, June 30, 2008,
  September xx, 200x, December xx, 200x, and March xx, 200x.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In
  no event, however, shall the Forfeiture Restriction (as defined in the
  Restricted Stock Agreement) lapse as to any additional Shares following
  Holder’s Termination of Employment, Termination of Consultancy, or
  Termination of Directorship, as applicable.

  
					



 


By his or her signature
below, Holder agrees to be bound by the terms and conditions of the Plan, the
Restricted Stock Agreement and this Grant Notice.  Holder has reviewed the Restricted Stock
Agreement, the Plan and this Grant Notice in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Grant
Notice and fully understands all provisions of this Grant Notice, the
Restricted Stock Agreement and the Plan.  Holder hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under or relating to the Plan, this Grant Notice or the
Restricted Stock Agreement.  If Holder is
married, his or her spouse has signed the Consent of Spouse attached to this
Grant Notice as Exhibit B.


 


	
  MAUI LAND & PINEAPPLE COMPANY, INC.:

  	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  	
   

  	
  Print
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  P.O.
  Box 187

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Kahului,
  Maui, Hawaii 96733

  	
   

  	
   

  	
   

  	
   

  



 

















 


Attachments:        Restricted Stock Award Agreement (Exhibit A)


 


2

















 


EXHIBIT A


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


RESTRICTED STOCK AWARD
AGREEMENT


 


Pursuant to the Restricted
Stock Award Grant Notice (“Grant Notice”) to which this Restricted Stock
Award Agreement (this “Agreement”) is attached, Maui Land & Pineapple
Company, Inc., a Hawaii corporation (the “Company”), has granted to Holder the number of
shares of the Company’s common stock, no par value (“Stock”),
set forth in the Grant Notice (the “Shares”),
upon the terms and conditions set forth in the Company’s 2006 Equity and Incentive
Award Plan (the “Plan”), the Grant Notice and this Agreement.


 


ARTICLE I



GENERAL


 


1.1           Defined Terms.  Capitalized terms not specifically defined
herein shall have the meanings specified in the Grant Notice or, if not defined
therein, the Plan.


 


1.2           Incorporation of Terms of Plan.  The Shares are subject to the terms and
conditions of the Plan which are incorporated herein by reference.


 


ARTICLE II



GRANT OF RESTRICTED STOCK


 


2.1           Grant of Restricted Stock.  In consideration of Holder’s past and/or continued
employment with or service to the Company or its Subsidiaries and for other
good and valuable consideration, effective as of the Grant Date set forth in
the Grant Notice (the “Grant
Date”), the Company hereby agrees to issue to Holder the Shares, upon the terms and
conditions set forth in the Plan, the Grant Notice and this Agreement.


 


2.2           Issuance of Shares.  The issuance of the Shares under this
Agreement shall occur at the principal office of the Company simultaneously
with the execution of the Grant Notice by the parties or on such other date as
the Company and Holder shall agree (the “Issuance
Date”).  Subject to the provisions of Article IV, the
Company shall issue the Shares (which shall be issued in Holder’s name) on the
Issuance Date.


 


2.3           Conditions to Issuance of Stock
Certificates.  The Shares, or any
portion thereof, may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company.  Such Shares shall be fully paid and
nonassessable.  The Company shall not be
required to issue or deliver any Shares prior to fulfillment of all of the
following conditions:


 


(a)         The admission of such Shares to listing on all stock
exchanges on which the Stock is then listed;


 


(b)         The completion of any registration or other qualification of
such Shares under any state or federal law or under rulings or regulations of
the Securities and Exchange Commission or of any other governmental regulatory
body, which the Administrator shall, in its absolute discretion, deem necessary
or advisable; 


 

















 


(c)         The obtaining of any approval or other clearance from any
state or federal governmental agency which the Administrator shall, in its
absolute discretion, determine to be necessary or advisable; 


 


(d)         The lapse of such reasonable period of time following the
Issuance Date as the Administrator may from time to time establish for reasons
of administrative convenience; and


 


(e)         The receipt by the Company of full payment for all amounts
which, under federal, state or local tax law, the Company (or other employer
corporation) is required to withhold upon issuance of such Shares.


 


2.4           Rights as Stockholder.  Except as otherwise provided herein, upon
delivery of the Shares to the escrow agent pursuant to Article IV, Holder shall
have all the rights of a stockholder with respect to said Shares, subject to
the restrictions herein, including the right to vote the Shares and to receive
all dividends or other distributions paid or made with respect to the Shares; provided, however, that any and all extraordinary cash
dividends paid on such Shares and any and all shares of Stock, capital stock or
other securities or property received by or distributed to Holder with respect
to the Shares as a result of any stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification, or similar change in
the capital structure of the Company shall also be subject to the Forfeiture
Restriction (as defined in Section 3.1) and the restrictions on transfer in
Section 3.4 until such restrictions on the underlying Shares lapse or are
removed pursuant to this Agreement (or, if such Shares are no longer
outstanding, until such time as such Shares would have been released from the Forfeiture
Restriction pursuant to this Agreement). 
In addition, in the event of any merger, consolidation, share exchange
or reorganization affecting the Shares, including, without limitation, a Change
in Control, then any new, substituted or additional securities or other
property (including money paid other than as a regular cash dividend) that is
by reason of any such transaction received with respect to, in exchange for or
in substitution of the Shares shall also be subject to the Forfeiture
Restriction (as defined in Section 3.1) and the restrictions on transfer in
Section 3.4 until such restrictions on the underlying Shares lapse or are
removed pursuant to this Agreement (or, if such Shares are no longer
outstanding, until such time as such Shares would have been released from the Forfeiture
Restriction pursuant to this Agreement). 
Any such assets or other securities received by or distributed to Holder
with respect to, in exchange for or in substitution of any Unreleased Shares
(as defined in Section 3.3) shall be immediately delivered to the Company to be
held in escrow pursuant to Section 4.1.


 


ARTICLE III



RESTRICTIONS ON SHARES


 


3.1           Forfeiture Restriction.  Subject to the provisions of Section 3.2, if
Holder has a Termination of Employment, Termination of Consultancy, or
Termination of Directorship, as applicable, for any or no reason, all of the Unreleased
Shares (as defined in Section 3.3) shall thereupon be forfeited immediately and
without any further action by the Company (the “Forfeiture Restriction”).  Upon the occurrence of such a forfeiture, the
Company shall become the legal and beneficial owner of the Shares being
forfeited and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being forfeited by Holder.  In
the event any of the Unreleased Shares are forfeited under this Section 3.1, any
cash, cash equivalents, assets or securities received by or distributed to Holder
with respect to, in exchange for or in substitution of such Shares and held by
the escrow agent pursuant to Section 4.1 and the Joint Escrow Instructions
shall be promptly transferred by the escrow agent to the Company.


 


A-2

















 


3.2           Release of Shares from Forfeiture
Restriction.  The Shares shall be
released from the Forfeiture Restriction as indicated in the Grant Notice.  Any of the Shares released from the Forfeiture
Restriction shall thereupon be released from the restrictions on transfer under
Section 3.4.  In the event any of the
Shares are released from the Forfeiture Restriction, any dividends or other
distributions paid on such Shares and held by the escrow agent pursuant to
Section 4.1 and the Joint Escrow Instructions shall be promptly paid by the
escrow agent to Holder.


 


3.3           Unreleased Shares.  Any of the Shares which, from time to time,
have not yet been released from the Forfeiture Restriction are referred to
herein as “Unreleased
Shares.”


 


3.4           Restrictions on Transfer.  Unless otherwise permitted by the Administrator
pursuant to the Plan, no Unreleased Shares or any dividends or other
distributions thereon or any interest or right therein or part thereof, shall
be liable for the debts, contracts or engagements of Holder or his or her
successors in interest or shall be subject to sale or other disposition by
transfer, alienation, anticipation, pledge, encumbrance, assignment or any
other means whether such sale or other disposition be voluntary or involuntary
or by operation of law by judgment, levy, attachment, garnishment or any other
legal or equitable proceedings (including bankruptcy), and any attempted sale
or other disposition thereof shall be null and void and of no effect.


 


ARTICLE IV



ESCROW OF SHARES


 


4.1           Escrow of Shares.  To insure the availability for delivery of Holder’s
Unreleased Shares in the event of forfeiture of such Shares by Holder pursuant
to Section 3.1, Holder hereby appoints the Secretary of the Company, or any
other person designated by the Administrator as escrow agent, as his or her
attorney-in-fact to assign and transfer unto the Company, such Unreleased
Shares, if any, forfeited by Holder pursuant to Section 3.1 and any dividends
or other distributions thereon, and shall, upon execution of this Agreement,
deliver and deposit with the Secretary of the Company, or such other person
designated by the Administrator, any share certificates representing the
Unreleased Shares, together with the stock assignment duly endorsed in blank,
attached as Exhibit C to the Grant Notice.  The Unreleased Shares and stock assignment
shall be held by the Secretary of the Company, or such other person designated
by the Administrator, in escrow, pursuant to the Joint Escrow Instructions of
the Company and Holder attached as Exhibit D to the Grant Notice, until the
Unreleased Shares are forfeited by Holder as provided in Section 3.1, until
such Unreleased Shares are released from the Forfeiture Restriction, or until
such time as this Agreement no longer is in effect.  Upon release of the Unreleased Shares from
the Forfeiture Restriction, the escrow agent shall deliver to Holder the
certificate or certificates representing such Shares in the escrow agent’s
possession belonging to Holder in accordance with the terms of the Joint Escrow
Instructions attached as Exhibit D to the Grant Notice, and the escrow
agent shall be discharged of all further obligations hereunder; provided, however, that the escrow agent shall nevertheless
retain such certificate or certificates as escrow agent if so required pursuant
to other restrictions imposed pursuant to this Agreement.  If the Shares are held in book entry form,
then such entry will reflect that the Shares are subject to the restrictions of
this Agreement.  If any dividends or
other distributions are paid on the Unreleased Shares held by the escrow agent
pursuant to this Section 4.1 and the Joint Escrow Instructions, such dividends
or other distributions shall also be subject to the restrictions set forth in
this Agreement and held in escrow pending release of the Unreleased Shares with
respect to which such dividends or other distributions were paid from the Forfeiture
Restriction.


 


4.2           Transfer of Forfeited Shares.  Holder hereby authorizes and directs the
Secretary of the Company, or such other person designated by the Administrator,
to transfer the Unreleased Shares which have been forfeited by Holder to the
Company.


 


A-3

















 


4.3           No Liability for Actions in
Connection with Escrow.  The Company,
or its designee, shall not be liable for any act it may do or omit to do with
respect to holding the Shares in escrow while acting in good faith and in the
exercise of its judgment.


 


ARTICLE V



OTHER PROVISIONS


 


5.1           Adjustment for Stock Split.  In the event of any stock dividend, stock
split, reverse stock split, recapitalization, combination, reclassification, or
similar change in the capital structure of the Company, the Administrator shall
make appropriate and equitable adjustments in the Unreleased Shares subject to
the Forfeiture Restriction and the number of Shares, consistent with any
adjustment under Section 11.3 of the Plan. 
The provisions of this Agreement shall apply, to the full extent set
forth herein with respect to the Shares, to any and all shares of capital stock
or other securities, property or cash which may be issued in respect of, in
exchange for, or in substitution of the Shares, and shall be appropriately
adjusted for any stock dividends, splits, reverse splits, combinations,
recapitalizations and the like occurring after the date hereof.


 


5.2           Taxes.  Holder has reviewed with Holder’s own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by the Grant Notice and this
Agreement.  Holder is relying solely on
such advisors and not on any statements or representations of the Company or
any of its agents.  Holder understands
that Holder (and not the Company) shall be responsible for Holder’s own tax
liability that may arise as a result of this investment or the transactions
contemplated by this Agreement.  Holder
understands that Holder will recognize ordinary income for federal income tax
purposes under Section 83 of the Code as the restrictions applicable to the
Unreleased Shares lapse.  In this
context, “restriction” includes the Forfeiture Restriction.  Holder understands that Holder may elect to
be taxed for federal income tax purposes at the time the Shares are issued
rather than as and when the Forfeiture Restriction lapses by filing an election
under Section 83(b) of the Code with the Internal Revenue Service no later than
thirty days following the date of purchase. 
A form of election under Section 83(b) of the Code is attached to the
Grant Notice as Exhibit E.


 


HOLDER
ACKNOWLEDGES THAT IT IS HOLDER’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO
TIMELY FILE THE ELECTION UNDER SECTION 83(b), EVEN IF HOLDER REQUESTS THE
COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON HOLDER’S BEHALF.


 


5.3           Limitations Applicable to Section
16 Persons.  Notwithstanding any
other provision of the Plan or this Agreement, if Holder is subject to Section
16 of the Exchange Act, the Plan, the Shares and this Agreement shall be
subject to any additional limitations set forth in any applicable exemptive
rule under Section 16 of the Exchange Act (including any amendment to Rule
16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule.  To the extent permitted
by applicable law, this Agreement shall be deemed amended to the extent
necessary to conform to such applicable exemptive rule.


 


5.4           Administration.  The Administrator shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret,
amend or revoke any such rules.  All
actions taken and all interpretations and determinations made by the Administrator in good faith shall be binding, conclusive
and final upon Holder, the Company and all other interested persons.  No member of the Administrator shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,


 


A-4

















 


this Agreement or the
Shares.  In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and
duties of the Administrator under the Plan and this Agreement.


 


5.5           Restrictive Legends and
Stop-Transfer Orders.


 


(a)         Any share certificate(s) evidencing the Shares issued
hereunder shall be endorsed with the following legend and any other legend(s) that
may be required by any applicable federal or state securities laws:


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE IN FAVOR OF
THE COMPANY AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A
RESTRICTED STOCK AWARD AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.


 


(b)         Holder agrees that, in order to ensure compliance with the
restrictions referred to herein, the Company may issue appropriate “stop
transfer” instructions to its transfer agent, if any, and that, if the Company
transfers its own securities, it may make appropriate notations to the same
effect in its own records.


 


(c)         The Company shall not be required: (i) to transfer on its
books any Shares that have been sold or otherwise transferred in violation of
any of the provisions of this Agreement, or (ii) to treat as owner of such Shares
or to accord the right to vote or pay dividends to any purchaser or other
transferee to whom such Shares shall have been so transferred.


 


5.6           Tax Withholding.


 


(a)         The Company shall be entitled to require payment of any sums
required by federal, state or local tax law to be withheld with respect to the
transfer of the Shares or the lapse of the Forfeiture Restriction with respect
to the Shares, or any other taxable event related thereto.  The Company may permit Holder to make such
payment in one or more of the forms specified below:


 


(i)            by cash or check
made payable to the Company;


 


(ii)           by the deduction of
such amount from other compensation payable to Holder;


 


(iii)          by tendering Shares
which are not subject to the Forfeiture Restriction and which have a then
current Fair Market Value not greater than the amount necessary to satisfy the
Company’s withholding obligation based on the minimum statutory withholding
rates for federal, state and local income tax and payroll tax purposes; or


 


(iv)          in any combination
of the foregoing. 


 


(b)           In the event Holder fails to provide
timely payment of all sums required by the Company pursuant to Section 5.6(a),
the Company shall have the right and option, but not obligation, to treat such
failure as an election by Holder to provide all or any portion of such required
payment by means of tendering Shares in accordance with Section 5.6(a)(iii).


 


5.7           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company, and any notice to be given to Holder shall be
addressed to Holder at the address given beneath Holder’s signature on the
Grant Notice.


 


A-5

















 


By a notice given pursuant to this Section
5.7, either party may hereafter designate a different address for notices to be
given to that party.  Any notice shall be
deemed duly given when sent via email or when sent by certified mail (return
receipt requested) and deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.


 


5.8           Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


5.9           Governing Law; Severability.  This Agreement shall be administered,
interpreted and enforced under the laws of the State of Hawaii without regard
to conflicts of laws thereof.  Should any
provision of this Agreement be determined by a court of law to be illegal or
unenforceable, the other provisions shall nevertheless remain effective and
shall remain enforceable.


 


5.10         Conformity to Securities Laws.  Holder acknowledges that the Plan is intended
to conform to the extent necessary with all provisions of the Securities Act
and the Exchange Act and any and all regulations and rules promulgated by the
Securities and Exchange Commission thereunder, and state securities laws and
regulations.  Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the Shares are to
be issued, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan and this Agreement shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.


 


5.11         Amendments.  This Agreement may not be modified, amended
or terminated except by an instrument in writing, signed by Holder and by a
duly authorized representative of the Company.


 


5.12         No Employment Rights.  If Holder is an employee, nothing in the Plan
or this Agreement shall confer upon Holder any right to continue in the employ
of the Company or any Subsidiary or shall interfere with or restrict in any way
the rights of the Company and its Subsidiaries, which are expressly reserved,
to discharge Holder at any time for any reason whatsoever, with or without
cause, except to the extent expressly provided otherwise in a written agreement
between the Company and Holder.


 


5.13         Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Holder and his or her
heirs, executors, administrators, successors and assigns.


 


A-6