MAY BE EXERCISED, 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.
5.9
AMENDMENTS.
THIS AGREEMENT MAY NOT BE
MODIFIED, AMENDED OR TERMINATED EXCEPT BY AN INSTRUMENT IN WRITING, SIGNED BY
PARTICIPANT OR SUCH OTHER PERSON AS MAY BE PERMITTED TO EXERCISE THE OPTION
PURSUANT TO SECTION 4.1 AND BY A DULY AUTHORIZED REPRESENTATIVE OF THE COMPANY.
5.10
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 IN
SECTION 5.2, THIS AGREEMENT SHALL BE BINDING UPON PARTICIPANT AND HIS OR HER
HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS.
5.13
Notification of Disposition.
If this Option is
designated as an Incentive Stock Option, Participant shall give prompt notice to
the Company of any disposition or other transfer of any shares of Stock acquired
under this Agreement if such disposition or transfer is made (a) within two
years from the Grant Date with respect to such shares or (b) within one year
after the transfer of such shares to him.
Such notice shall specify the date of
such disposition or other transfer and the amount realized, in cash, other
property, assumption of indebtedness or other consideration, by Participant in
such disposition or other transfer.
5.14
LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
NOTWITHSTANDING ANY OTHER PROVISION OF THE PLAN OR THIS AGREEMENT, IF
PARTICIPANT IS SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, THE PLAN, THE OPTION
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.
5.15
ENTIRE AGREEMENT.
THE PLAN AND THIS AGREEMENT
(INCLUDING ALL EXHIBITS HERETO) CONSTITUTE THE ENTIRE AGREEMENT OF THE PARTIES
AND SUPERSEDE IN THEIR ENTIRETY ALL PRIOR UNDERTAKINGS AND AGREEMENTS OF THE
COMPANY AND PARTICIPANT WITH RESPECT TO THE SUBJECT MATTER HEREOF.
A-7
EXHIBIT B
TO STOCK OPTION GRANT NOTICE
FORM OF EXERCISE NOTICE
Effective as of today,
, 20
, the
undersigned ("Participant") hereby elects to exercise Participant's option to
purchase the number of shares of common stock specified below (the "Shares") of
Maui Land & Pineapple Company, Inc., a Hawaii corporation (the "Company"), under
and pursuant to the Maui Land & Pineapple Company, Inc. 2006 Equity and
Incentive Award Plan (the "Plan"), the Stock Option Grant Notice dated as of
, 20
and the Stock Option Agreement attached thereto (the
"Option Agreement").
Capitalized terms used herein without definition shall