AGREEMENT SHALL
REMAIN IN EFFECT.
12.
BINDING EFFECT. THIS AGREEMENT SHALL BE
BINDING UPON AND SHALL INURE TO THE BENEFIT OF COMPANY AND ITS SUCCESSORS AND
ASSIGNS. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
EXECUTIVE, HIS HEIRS AND PERSONAL REPRESENTATIVES. THIS AGREEMENT IS NOT
ASSIGNABLE BY EXECUTIVE.
13.
ENTIRE AGREEMENT. THIS AGREEMENT EMBODIES
THE ENTIRE AGREEMENT OF THE PARTIES HERETO RESPECTING THE MATTERS WITHIN ITS
SCOPE. THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS OF THE PARTIES HERETO ON
THE SUBJECT MATTER HEREOF. THERE ARE NO REPRESENTATIONS, WARRANTIES, OR
AGREEMENTS, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN, WITH RESPECT TO THE
SUBJECT MATTER HEREOF, EXCEPT AS SET FORTH IN THIS AGREEMENT.
14.
MISCELLANEOUS.
(A)
NO PROVISION OF THIS AGREEMENT MAY BE
MODIFIED, WAIVED OR DISCHARGED UNLESS SUCH WAIVER, MODIFICATION OR DISCHARGE IS
AGREED TO IN WRITING AND SIGNED BY THE COMPANY AND EXECUTIVE. THE WAIVER OR
NONENFORCEMENT BY THE COMPANY OF A BREACH BY EXECUTIVE OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH BY
EXECUTIVE.
(B)
ANY NOTICE UNDER THIS AGREEMENT MUST BE IN
WRITING AND DELIVERED PERSONALLY OR BY OVERNIGHT COURIER, SENT BY FACSIMILE
TRANSMISSION OR MAILED BY REGISTERED OR CERTIFIED MAIL TO THE PARTIES AT THEIR
RESPECTIVE ADDRESSES.
(C)
THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF HAWAII.
(D)
THIS AGREEMENT MAY BE EXECUTED IN
COUNTERPARTS, WHICH TOGETHER SHALL CONSTITUTE ONE AGREEMENT.
(E)
BY THEIR SIGNATURES BELOW, THE PARTIES
ACKNOWLEDGE THAT THEY HAVE HAD SUFFICIENT OPPORTUNITY TO READ AND CONSIDER, AND
THAT THEY HAVE CAREFULLY READ AND CONSIDERED, EACH PROVISION OF THIS AGREEMENT
AND THAT THEY ARE VOLUNTARILY SIGNING THIS AGREEMENT.
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This Agreement is executed this 4th day of August, 2006.
/S/ ROBERT I WEBBER
Robert I. Webber
Maui Land & Pineapple Company, Inc.
By
/S/ DAVID C. COLE
David C. Cole
Its
Chairman, President & CEO
8