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.
A-6
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.
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