Exhibit 10.6


 


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 the provisions of 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”).  Shares that are released from Forfeiture Restrictions
in accordance with Section 3.2 of the Restricted Stock Agreement are referred
to in this Grant Notice as “Released Shares.”


 


	
  Holder:

  	
   

  	
  Brian
  C. Nishida

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  May
  8, 2006

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares of Restricted Stock:

  	
   

  	
  5,000

  
	
   

  	
   

  	
   

  
	
  Performance Vesting Criteria:

  	
   

  	
  Subject to the terms and conditions of the Plan, this Grant Notice
  and the Restricted Stock Agreement, up to all of the Shares shall vest and
  become Released Shares following the fiscal year ending December 31, 2009
  (the “Performance Period”); provided, that the performance criteria for the
  2009 fiscal year is achieved, as determined in the sole and complete
  discretion of the Committee.  Specific
  performance criteria for fiscal year 2009 shall be established by the
  Committee prior to the end of the first quarter of such fiscal year.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For
  purposes of this Agreement, financial and performance thresholds adopted by
  the Committee shall be determined, unless otherwise agreed by the Company and
  Holder, in accordance with consistently applied Generally Accepted Accounting
  Principals, as promulgated from time to time by the Financial Accounting
  Standards Board (“GAAP”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With
  proper regard to GAAP, and sound accounting judgments and the agreements of
  the Company and Holder, the Committee shall announce the extent of vesting of
  the Shares for the Performance Period as soon as reasonably practicable after
  audited financial statements are available for such year (the “Announcement
  Date”).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the foregoing, in no event shall any Shares vest and
  become Released Shares following Holder’s Termination of Employment.

  



 


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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 Board upon any
questions arising under or relating to the Plan, this Grant Notice or the
Restricted Stock Agreement.


 


	
  MAUI LAND & PINEAPPLE COMPANY, INC.:

  	
   

  	
  HOLDER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   /S/
  DAVID C. COLE

  	
   

  	
  By:

  	
   

  	
   /S/
  BRIAN C. NISHIDA

  
	
  Print
  Name:

  	
   

  	
   David
  C. Cole

  	
   

  	
  Print
  Name:

  	
   

  	
   Brian
  C. Nishida

  
	
  Title:

  	
   

  	
  Chairman,
  President & CEO

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  P.O.
  Box 187

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Kahului,
  Maui, Hawaii 96733

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  August
  7, 2006

  	
   

  	
   

  	
   

  	
   

  



 


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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 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 Board 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 Board shall, in its absolute
discretion, determine to be necessary or advisable;


 


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


 


(e)         The receipt by the Company of full payment for all amounts (if
any) 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 for any or no reason, all of the
Unreleased Shares (as defined in Section 3.3) shall be forfeited immediately
and automatically transferred to the Company without further action by the
Company (the “Forfeiture Restriction”); provided, however, that for this
purpose, (i) any termination of Holder’s employment by the Company or any of
its subsidiaries that occurs on or after the Performance Period, but not later
than the date the Announcement Date, shall be deemed to have occurred on the
first business day after the Announcement Date, and (ii) any other termination
of Holder’s employment by reason of death or permanent and total disability
that occurs on or after July 1 of any year during the Performance Period, but
no later than the Announcement Date for that year shall be deemed to have
occurred on the first business day after such Announcement Date.  Further, for this purpose, Holder’s
employment shall not be treated as terminated in the case of a transfer of
employment within the Company and its subsidiaries or in the case of sick leave
and other approved leaves of absence.  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


 


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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.


 


3.2           Release of Shares from Forfeiture
Restriction.  The Shares shall be
released from the Forfeiture Restriction as indicated in the Grant Notice
effective as of the date Holder receives written the written Notice of Release
set forth in Section 3.5 below.  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 Board
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.


 


3.5           Notice of Release.  The Committee shall provide written notice to
Holder of whether, and the extent to which, any of the Shares became vested and
released in accordance with Section 3.2 above for each calendar year during the
Performance Period.  Such notice shall be
provided as soon as administratively practicable after audited financial
statements are available for such calendar year and the Committee has certified
in writing the extent to which the applicable performance goals set forth in
the Grant Notice were achieved. 


 


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 Board 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 Board, any share certificates representing the Unreleased
Shares, together with the stock assignment duly endorsed in blank, attached as Exhibit
B 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 Board, in escrow, pursuant to
the Joint Escrow Instructions of the Company and Holder attached as Exhibit C
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 C 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


 


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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           Notice of Forfeited Shares; Transfer
of Forfeited Shares.  The Committee
shall provide written notice to Holder of whether any of the Shares were
permanently forfeited for each calendar year during the Performance Period.  Such notice shall be provided as soon as
administratively practicable after audited financial statements are available
for such calendar year.  Holder hereby
authorizes and directs the Secretary of the Company, or such other person
designated by the Board, to transfer the Unreleased Shares which have been
forfeited by Holder immediately to the Company.


 


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 Board 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 D.


 


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.


 


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As additional
consideration for Holder’s past and/or continued service to the Company or its
Subsidiaries, in the event that the Company achieves the Maximum NOI for the
Company’s pineapple operations in fiscal year 2006, as set forth and defined in
the Restricted Share Agreement dated June 30, 2004 (the “2004 Agreement”) between
the Company and Holder, the Company shall pay to Holder a cash bonus equal to
Holder’s federal and state income and payroll taxes directly resulting from the
vesting of shares under the 2004 Agreement for the fiscal year 2006, grossed up
for taxes resulting from such cash bonus.


 


5.3           Limitations Applicable to Section
16 Persons.  Notwithstanding any
other provision of the Plan or this Agreement, 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 Board 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 Board in good faith shall be binding, conclusive
and final upon Holder, the Company and all other interested persons.  No member of the Board shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan,
this Agreement or the Shares.


 


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:


 


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(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.  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         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.


 


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