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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )

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Soliciting Material Pursuant tounder §240.14a-12



MAUI LAND & PINEAPPLE COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

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LOGO


MAUI LAND & PINEAPPLE COMPANY, INC.

April 6, 200919, 2010

To Our Shareholders:

        We are pleased to invite you to our 20092010 Annual Meeting of Shareholders, which will be held on Monday,Thursday, May 4, 200913, 2010 at 8:30 a.m. at the Ritz-Carlton, Kapalua hotelVillage Center Conference Room in Lahaina, Maui, Hawaii.

        At the meeting, we will (i)(1) vote upon an amendment to the Restated Articles of Association to change the minimum and maximum number of members of our Board of Directors to not less than five (5), nor more than nine (9), and to declassify the Board of Directors; (2) if Proposal No. 1 is approved, elect fourseven (7) members to our Board of Directors for a one-year term; (3) only if Proposal No. 1 is not approved, elect three Class OneTwo directors for a three-year term; (ii)(4) vote upon an amendment to the Restated Articles of Association to authorize an additional 20,000,000 shares of the Company's Common Stock; (5) ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm to serve for the 20092010 fiscal year;year, and (iii)(6) transact such other business as may properly come before the meeting or any continuation, postponement or adjournment of the meeting. We know of no other matters to be brought up at the meeting.

        This meeting is an opportunity to communicate with our shareholders and it is important that your shares be represented and voted whether or not you expect to attend the meeting in person. You may vote your shares by proxy using the Internet, by telephone, or by returning the enclosed proxy card or voting instruction form forwarded by your bank, broker or other holder of record. Please review the instructions on the enclosed proxy card or voting instruction form regarding each of these voting options. If you attend the meeting, you may withdraw your proxy and vote in person, if you wish.

        We look forward to seeing you at the meeting should you be able to attend.

  Sincerely,

 

 

WARREN H. HARUKI
Chairman

MAUI LAND & PINEAPPLE COMPANY, INC.
161 S. Wakea Avenue, P. O. Box 187870 Haliimaile Road
Kahului,Makawao, Maui, Hawaii 96733-668796768-9768
(808) 877-3351



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS



TO THE SHAREHOLDERS OF
    MAUI LAND & PINEAPPLE COMPANY, INC.:

        Notice is hereby given that the Annual Meeting of Shareholders of Maui Land & Pineapple Company, Inc. will be held onMonday,Thursday, May 4, 200913, 2010 at 8:30 a.m., local time, at the Ritz-Carlton, Kapalua hotel, atVillage Center Conference Room in Lahaina, Maui, Hawaii for the following purposes:

        Our Board of Directors recommendrecommends that you vote in favor of the foregoing items of business, which are more fully described in the Proxy Statement accompanying this Notice.

        Shareholders of record of Maui Land & Pineapple Company, Inc. (NYSE: MLP) Common Stock at the close of business on March 9, 200912, 2010 are entitled to notice of and to vote at the Annual Meeting or any postponements or adjournments thereof.

        Your attention is directed to the Proxy Statement enclosed.

  BY ORDER OF THE BOARD OF DIRECTORS,

 

 

ADELE H. SUMIDA
Secretary

Dated: April 6, 200919, 2010

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 4, 2009.13, 2010. This proxy statement, form or proxy and our Annual Report on Form 10-K are available athttp://bnymellon.mobular.net/bnymellon/mlp.


        IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, BY TELEPHONE OR BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. FOR SPECIFIC INSTRUCTIONS ON VOTING, PLEASE REFER TO THE INSTRUCTIONS ON THE PROXY CARD OR THE INFORMATION FORWARDED BY YOUR BANK, BROKER OR OTHER HOLDER OF RECORD. EVEN IF YOU HAVE VOTED YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BANK, BROKER OR OTHER NOMINEE AND YOU WISH TO VOTE IN PERSON AT THE MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM SUCH BANK, BROKER OR OTHER NOMINEE.


MAUI LAND & PINEAPPLE COMPANY, INC.
161 S. Wakea Avenue, P. O. Box 187870 Haliimaile Road
Kahului,Makawao, Maui, Hawaii 96733-668796768-9768
(808) 877-3351


PROXY STATEMENT

General Information—Regarding the Annual Meeting

        This proxy is solicited on behalf of the Board of Directors of Maui Land & Pineapple Company, Inc., a Hawaii corporation, for the 20092010 Annual Meeting of Shareholders, or the Annual Meeting, to be held onMay 4, 2009,13, 2010, at 8:30 a.m., local time, at the Ritz-Carlton, Kapalua hotelVillage Center Conference Room in Lahaina, Maui, Hawaii, or any continuation, postponement or adjournment thereof, for the purposes discussed in this Proxy Statement. Proxies are solicited to give all shareholders of record an opportunity to vote on matters properly presented at the Annual Meeting. This Proxy Statement, the accompanying proxy card and the Annual Report on Form 10-K for the year ended December 31, 2008,2009, including financial statements, are first being mailed on or about April 6, 20095, 2010 to all shareholders entitled to vote at the Annual Meeting. As used in this Proxy Statement, the terms the "Company," "we," "our," and "us," refer to Maui Land & Pineapple Company, Inc.

Who Can Vote

        Holders of record of shares of our Common Stock, no par value, at the close of business on March 9, 2009,12, 2010, the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. The securities entitled to vote at the Annual Meeting consist of shares of Common Stock, with each share entitling its owner to one vote per share on each matter properly brought before the Annual Meeting. Shareholders will not be entitled to cumulate their votes in the election of directors.

        Your shares may be voted at the Annual Meeting only if you are present in person or represented by a valid proxy. You may vote by proxy on the Internet, by telephone or by completing and mailing the enclosed proxy card. For your convenience, a self-addressed envelope is enclosed; it requires no postage if mailed in the United States. Voting by proxy on the Internet or by telephone may not be available to all shareholders. For specific instructions on voting, please refer to the instructions on the proxy card or the information forwarded by your bank, broker or other holder of record. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on May 3, 2009.12, 2010. Shareholders who vote through the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by the shareholder. Shareholders who vote by Internet or telephone need not return a proxy card by mail. If you are the beneficial owner of shares held in "street name" by a broker, bank or other nominee, collectively referred to in this Proxy Statement as a "Nominee", then your Nominee, as the record owner of the shares, must vote those shares in accordance with your instructions. Please refer to the instruction card they provide for voting your shares.

        A list of shareholders entitled to vote at the Annual Meeting will be available for examination by any shareholder for any purpose germane to the Annual Meeting during ordinary business hours at our administrative offices at 161 S. Wakea Avenue, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Maui, Hawaii 96733-668796768-9768 for the ten days prior to the Annual Meeting, and also at the Annual Meeting.

Shares Outstanding and Quorum

        As of the Record Date, approximately 8,142,7938,518,033 shares of Common Stock were issued and outstanding. Votes cast by proxy or in person at the Annual Meeting will be tabulated to determine whether or not a quorum is present for the transaction of business at the meeting. A quorum will exist if a majority of shares of Common Stock issued and outstanding as of the Record Date are represented at the meeting, either in person or by proxy.


Proxy Card

        Shares of our Common Stock represented by properly executed proxies received by us at or prior to the Annual Meeting and not subsequently revoked will be voted as directed in those proxies. If a proxy is signed and no directions are given, shares represented thereby will be voted (i)(1) in favor of the amendment to the Restated Articles of Association to change the minimum and maximum size of the Board and to declassify the Board; (2) if Proposal No. 1 is approved, in favor of electing the Board's fourseven nominees for directoras directors; (3) if Proposal No. 1 is not approved, in favor of electing the Board's three nominees as Class Two directors; (4) in favor of the amendment to the Restated Articles of Association to authorize an additional 20,000,000 shares of common stock; and (ii)(5) in favor of the ratification of Deloitte & Touche LLP as our independent registered public accounting firm. The proxy confers discretionary authority on the persons it names as to all other matters that may come before the Annual Meeting and at any continuation, postponement or adjournment thereof. The Board of Directors knows of no other items of business that will be presented for consideration at the Annual Meeting other than those described in this Proxy Statement. In addition, no shareholder proposals or nominations were received on a timely basis, so no such matters may be brought to a vote at the Annual Meeting.

Abstentions and Broker Non-Votes

        When an eligible voter attends the meeting but decides not to vote, his or her decision not to vote is called an "abstention." Properly executed proxy cards that are marked "abstain" or "withhold authority" on any proposal will be treated as abstentions for that proposal. We will treat abstentions as follows:

        If you are the beneficial owner of shares held in "street name" by a Nominee, then your Nominee, as the record owner of the shares, must vote those shares in accordance with your instructions. "Broker non-votes" occur when shares held by a Nominee for a beneficial owner are not voted with respect to a particular proposal because (1) the broker does not receive voting instructions from the beneficial owner, and (2) such proposal is a non-routine proposal for which the Nominee lacks the discretionary authority to vote the shares. Whether a proposal is routine or non-routine is determined under the rules of the New York Stock Exchange, or NYSE. Thus, when no voting instructions are received and a Nominee lacks the discretion to vote on his or her clients' behalf, Nominees are generally required to return the proxy card (or a substitute) marked with an indication that the Nominee lacks voting power over that particular proposal. This type of response is known as a "broker non-vote." We will treat broker non-votes as follows:




        EachOther than Proposals No. 2 and 3, relating to the election of directors, the proposals to be presented at the Annual Meeting are considered to be discretionary and therefore may be voted upon by your Nominee if you do not give instructions for the shares held by such Nominee.

Counting of Votes

        Directors are elected by a plurality of votes cast, so the three nominees who receive the most votes will be elected. Abstentions will not be taken into account in determining the election of directors and broker non-votes will not result because the election of directors is a discretionarynon-discretionary matter.

        Ratification of the independent registered public accounting firm will require an affirmative vote of a majority of shares present or represented by proxy at the Annual Meeting and entitled to vote on the matter. Abstentions will have the same effect as votes against the ratification and the proposal. Because the ratification of the independent registered public accounting firm is a discretionary matter, broker non-votes will not result for this item.

        Pursuant to the Hawaii Business Corporations Act, approval of each of the amendments to the Company's Restated Articles of Association described in Proposals No. 1 and 4 requires the affirmative vote of the holders of two-thirds of the shares entitled to vote thereon. Therefore, at least 5,678,688 shares must be voted in favor of each of Proposals No. 1 and 4 for the amendments contemplated thereby to be approved. Broker non-votes will not result and abstentions will have the same effect as negative votes.

Revocation of Proxy

        If you are a shareholder of record and vote by proxy, you may revoke your proxy at any time before it is voted by:

        Your attendance at the Annual Meeting will not have the effect of revoking your proxy unless you give written notice of revocation to our Corporate Secretary before the polls are closed. Any written notice revoking a proxy should be sent to the Corporate Secretary at 161 S. Wakea Avenue, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Maui, Hawaii 96733-6687,96768-9768, and must be received before the polls are closed.

        If your shares are held in the name of a Nominee, you may change your vote by submitting new voting instructions to your Nominee. Please note that if your shares are held of record by a Nominee



and you decide to attend and vote at the Annual Meeting, your vote in person at the Annual Meeting will not be effective unless you present a legal proxy, issued in your name from your Nominee.

Solicitation of Proxies

        We will bear the entire cost of solicitation of proxies, including preparation, assembly and mailing of this Proxy Statement, the proxy and any additional information furnished to shareholders. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding shares of Common Stock in their names that are beneficially owned by others to forward to those beneficial owners. We may reimburse persons representing beneficial owners for their costs of forwarding the solicitation materials to the beneficial owners. Original solicitation of proxies by mail may be supplemented by telephone, facsimile, electronic mail or personal solicitation by our directors,



officers or employees. No additional compensation will be paid to directors, officers or employees for such services. We have retained BNY Mellon Shareholder Services to help us solicit proxies. We expect to pay BNY a fee of $6,000 for its services and will reimburse BNY for reasonable out-of-pocket expenses.

Shareholder Proposals and Nominations

        Under Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, in order for business to be properly brought by a shareholder before an annual meeting, our Secretary must receive, at our corporate office, written notice of the matter not less than 120 days prior to the first anniversary of the date our proxy statement was released to shareholders in connection with the preceding year's annual meeting. Thus, proposals of shareholders intended to be presented pursuant to Rule 14a-8 under the Exchange Act must be received at our executive offices on or before November 27, 2009December 6, 2010 in order to be considered for inclusion in our proxy statement and proxy card for the 20102011 Annual Meeting.

        Our Bylaws contain additional requirements that must be satisfied for any proposal of shareholders made other than under Rule 14a-8. Compliance with these requirements will entitle the proposing shareholder only to present such proposals or nominations before the meeting, not to have the proposals or nominations included in our proxy statement or proxy card. Such proposals or nominations may not be brought before an annual meeting by a shareholder unless the shareholder has given timely written notice in proper form of such proposal or nomination to the Chairman of the Board, our President or our Secretary. Such proposals or nominations may be made only by persons who are shareholders of record on the date on which such notice is given and on the record date for determination of shareholders entitled to vote at that meeting. Shareholder notices of any proposals or nominations intended to be considered at the 20102011 Annual Meeting will be timely under our Bylaws only if received at our executive offices no earlier than January 4, 201013, 2011 and no later than February 3, 2010.12, 2011. However, if the 20102011 Annual Meeting is called for a date that is not within thirty days before or after May 4, 2010,13, 2011, any such notice will be timely only if it is received no later than the close of business on the tenth day following the date of the first mailing of the notice of our 20102011 Annual Meeting or the date of the public disclosure of the date of our 20102011 Annual Meeting, whichever is earlier.

        To be in proper written form, a shareholder's notice concerning a proposal to be presented at an annual meeting must set forth as to each matter the shareholder proposes to bring before the annual meeting:



        To be in proper written form, a notice concerning a nomination for election to our Board of Directors must set forth as to each person whom the shareholder proposes to nominate for election as a director:


        In addition, no person will be eligible for election as a director if such election would cause us to have insufficient "independent directors" within the meaning of the listing standards of the NYSE.

        Any notice concerning proposals or nominations sought to be considered at an Annual Meeting should be addressed to our Chairman, President or Secretary at 161 S. Wakea Avenue, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Maui, Hawaii 96733-6687.96768-9768. The full text of the bylaw provisions referred to above (which also set forth requirements and limitations as to shareholder proposals or nominations to be considered at any special meeting) may be obtained by contacting our Secretary at the foregoing address, by telephone at 808-877-3895, facsimile 808-442-1172 or e-mail at communications@mlpmaui.com.asumida@mlpmaui.com.

Multiple Shareholders Sharing the Same Address

        Owners of common stock in street name may receive a notice from their Nominee stating that only one proxy statement will be delivered to multiple security holders sharing an address. This practice, known as "householding," is designed to reduce printing and postage costs. However, if any shareholder residing at such an address wishes to receive a separate proxy statement, or if a household is currently receiving multiple copies of the same items and any shareholder would like in the future to receive only a single copy at his or her address, he or she may contact our Secretary at 161 S. Wakea Avenue, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Maui, Hawaii 96733-668796768-9768 or by telephone at 808-877-3895 or e-mail at communications@mlpmaui.com.asumida@mlpmaui.com.



MATTERS TO BE VOTED UPON

PROPOSAL 1:    Amendment of the Company's Articles of Association (the "Articles") to change the minimum and maximum number of members of our Board of Directors to not less than five (5) nor more than nine (9) and to declassify the Board of Directors.

        The Articles presently state that "the Board of Directors shall consist of such number of persons, not less than nine (9) nor more than twelve (12) as shall be determined in accordance with the Bylaws from time to time. The Board of Directors shall be divided into three classes, with each class consisting of one-third of the total number of directors (or as near to this as possible). Each class shall hold office for a period of three years, with a term of office expiring at the third annual meeting of shareholders following his or her election, and when his or her successor has been duly elected and qualified."

        The Hawaii Corporation Business Act requires that the terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered and that a staggered or classified board requires that there be at least nine members of the board. According to the Articles, the number of directors, within the range specified in the Articles, shall be determined in accordance with the Bylaws and directors shall be elected or appointed in the manner specified in the Bylaws.

        The effect of approving this Proposal 1 would be to declassify the Board and require that the terms of each Board member expire at the next annual shareholders' meeting. In connection with our efforts over the last year to simplify our operations and reduce over all costs, our Board of Directors believes that reducing the size of the Board will contribute to those efforts. In addition, the Board believes that corporate governance standards have evolved and that many investors now believe that election of directors is the primary means for shareholders to influence corporate governance policies and increase the Board's and management's accountability to shareholders. Annual elections of directors will provide shareholders with the opportunity to register their views on the performance of the entire Board each year. In reaching these conclusions, the Board has considered that removing the classified board structure will have the effect of reducing the time required for a majority shareholder or group of shareholders to replace a majority of the Board. Under our current classified board structure, a majority of the Board may be replaced only after two annual meetings. Under the declassified board structure, the entire Board may be replaced each year.

        The Board also decided to maintain a flexible board structure by allowing for a range of directors between five (5) and nine (9). This is consistent with the Board's prior structure. The Board concluded that retaining a range of authorized directors provides greater flexibility than a fixed number of directors and that such flexibility will enable us to appoint additional Board members in the future, as determined in the discretion of the Board, or to reduce the number of directors from time to time, which enables us to be more efficient and fiscally responsive.

        In February 2010, our Board of Directors approved amendments to the Bylaws, subject to the shareholders approving this Proposal 1, which sets the number of members of our Board of Directors at seven and requires that each shall hold office until the next annual shareholders meeting and thereafter until his successor is duly elected or appointed and qualified.

        In February 2010, our Board of Directors also approved the proposed amendment to the Articles reducing the authorized range of the number of directors and declassifying the Board, subject to shareholder approval. This change to the Articles is included in the Articles of Amendment that are attached to this Proxy Statement as Appendix "A." The Articles of Amendment would become effective upon their filing with the Department of Commerce and Consumer Affairs of the State of Hawaii. We plan to file the Articles of Amendment immediately after the requisite shareholder approval is obtained.


ELECTION OF DIRECTORS

The Board of Directors recommends a vote "FOR" Proposal 1, to approve the amendment to the Articles to change the minimum and maximum number of members of the Board of Directors to not less than five (5) nor more than nine (9) and to declassify the Board.

PROPOSAL 2:    Election of Directors (if Proposal No. 1 is Adopted)

General Information—Election of Directors

        Our Articles of Association provide for a Board of Directors currently consist of not less than nine nor more than twelve directors as shall be determinedten members in accordance with our Bylaws from time to time. The number of authorized directors is currently set by the Board at ten. Our Articles of Association and the Bylaws also divide our Board of Directors into three classes, of directors consisting currently of four members in Class One and three members in Classes Two and Three, with each class holding office for three years in staggered terms. Class One consistsyears. If Proposal 1 as described above is approved by the shareholders, our Board of four directors whoseDirectors will consist of seven members who are elected for a one-year term of office expires in 2009. Class Two consists of three directors whose term expires in 2010. Class Three consists of three directors whose term of office expires in 2011.or until their successors are elected or appointed and qualified.

        Based upon the recommendation of the Nominating and Governance Committee, our Board has nominated the following individuals for election to Class One positions with theirthe Board of Directors for the term that ends at the annual shareholders' meeting in office to expire in 2012:2011: Messrs. Stephen M. Case, Warren H. Haruki, David A. Heenan, Kent T. Lucien, Duncan MacNaughton, Arthur C. Cole, Walter A. Dods Jr.Tokin and Fred E. Trotter III. All four nominees except Mr. Tokin currently serve as Class One directors.on our Board of Directors.

        Under our Bylaws, no person is eligible to be elected as a director who has attained his or her 70th birthday at the time of election, but the directors may create exceptions to this requirement by resolution. At the meeting of our Board of Directors that occurred on March 9, 2009,February 8, 2010, our Board of Directors passed a resolution to waive the age restriction with respect to Fred E. Trotter III for the three-yearone-year term that begins in 2009.2010.

        In the event that any person nominated as a director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. It is not expected that any of the nominees will be unavailable to serve.

        Set forth below is biographical information for each nominee and for each person whose term of office as a director will continue afterelection at the Annual Meeting.Meeting of Shareholders in 2010. There are no family relationships among any of our directors.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOURSEVEN PERSONS NOMINATED BY THE BOARD FOR CLASS ONE DIRECTOR.BOARD.

Class One Director—Nominees for election at the Annual Meeting of Shareholders in 2009:

Stephen M. Case (50)(51) Mr. Case was appointed tohas served as a director on our Board of Directors onsince December 8, 2008. Mr. Case has served as Chairman and Chief Executive Officer of Revolution LLC, an investment company since April 2005. He is also Chairman of Exclusive Resorts LLC, a membership-based luxury real estate company since November 2004. He was Chairman of the Board of Time Warner, Inc. from January 2001 to May 2003. Mr. Case was Chairman of the Board and Chief Executive Officer of America Online, Inc. from 1995 to January 2001 and Chief Executive Officer from 1993 to 1995.



Mr. Case is an experienced business leader, whose experience leading other public companies further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board. In addition, Mr. Case also brings to the Board the perspective of a major Company shareholder.

David C. Cole (56)Warren H. Haruki (57) Mr. ColeHaruki has served asbeen Executive Chairman of our Board since January 2009, Interim Chief Executive Officer since May 2009 and a director on our Board since December 2003 and Chairman of our Board from March 2004 through December 2008.2006. Mr. Cole served as our President and Chief Executive Officer from October 2003 and Chairman of the Board from March 2004 through December 31, 2008. HeHaruki has served as President of Aquaterra, Inc., an investment management firm that serves as managing general partner for Pan Pacific Ventures LP, Catalyst II LLC, Aquaterra Partners, LLC, and Aquaterra Partners II, LLC, which are partnerships with interests in software, real estate, agriculture, retailing, renewable energy and consumer products, since 1997. He served as manager of Sunnyside Farms, LLC, an organic foods, retailing and property development company in Washington, Virginia from 1997 to 2006. Mr. Cole has served in a variety of executive positions, including Chairman, President and Chief Executive Officer of Ashton-TateGrove Farm Company, Inc., a softwareland development company Chairmanlocated on Kauai, Hawaii since February 2005, and has been a Trustee of Twin Farms Collection, LLC, a luxury resort, and Chairman, President and Chief Executive Officer of NaviSoft, Inc., an online publishing software company thatParker Ranch Foundation Trust since March 2004. He was acquired by America Online, Inc., or AOL, in 1994. From 1994 to 1997, he served as an officer of AOL, initially as President of AOL's Internet Services CompanyGTE Hawaiian Tel and later as President of AOL's New Enterprises Group.Verizon Hawaii, communications providers, from 1991 to 2003. Mr. ColeHaruki is a member of the Board of Trustees for the Nature Conservancy of Hawaii. He serves on the boardsBoards of the privately held companies, Brainscope,Parker Ranch, Inc., First Hawaiian Bank, Pacific Guardian Life Insurance Company, Hawaii Superferry, Inc., Sunrise Capital, LLC,Planing Mill, Ltd. and Grove Farm Company, Inc.various non-profit organizations.

Walter A. Dods, Jr. (67)

 

Mr. Dods has servedHaruki's experience in leadership roles, some of which were in public companies, give him a deep understanding of the role and strategic priorities of the Board. In addition, his experience with various operational and financial matters in similar industries as a director onours positions him well to serve as our Board since 2004. Mr. Dods has served as Chairman of Hawaiian Telcom Communications, Inc., a telecommunications provider in Honolulu, Hawaii since May 2008. He has also served as Chairman of First Hawaiian Bank since 1989. He was Chairman of BancWest Corporation, a bank holding company in Honolulu, Hawaii from January 2005 to December 2008. Mr. Dods was Chairman and in the role of Interim Chief Executive Officer of BancWest Corporation from 1998 through December 2004, Chairman and Chief Executive Officer of First Hawaiian Bank from 1989 to 1998, and President from 1984 to 1989. Mr. Dods serves on the Boards of Alexander & Baldwin,  Inc., a diversified company with most of its operations centered in Hawaii, and subsidiary Matson Navigation Company, Inc., an ocean transportation and related shore side services company. He serves on the Boards of Pacific Guardian Life Insurance Company and First Insurance Company of Hawaii, Ltd. and the privately held companies, Servco Pacific, Inc. and Grace Pacific Corporation. Mr. Dods serves on the boards of various community and non-profit organizations.

Fred E. Trotter III (78)Mr. Trotter has served as a director on our Board since 1992. Mr. Trotter has served as President of F. E. Trotter Inc., a business consulting firm in Honolulu, Hawaii since 1991. He was a Trustee of The Estate of James Campbell, a private trust in Honolulu, Hawaii, from 1970 to 1991. Mr. Trotter is a director of the privately held companies Waterhouse Inc. and Hawaii Management Alliance Association. He is a member of the Executive Committee of JAIC-Shinrai Venture Capital, Investment, Ltd., a Japanese limited partnership. Mr. Trotter serves on the board of the Aloha Council Boy Scouts of America and various other community organizations. Mr. Trotter has extensive experience in agribusiness and property management in Hawaii.

Class Two Directors—Term expires in 2010:

Miles R. Gilburne (57)


Mr. Gilburne has served as a director on our Board since 2007. Mr. Gilburne has served as a managing member of ZG Ventures LLC, a venture capital firm since January 2000. Mr. Gilburne served as Senior Vice President of corporate development for AOL and continued to serve on the board of Time Warner, Inc. until resigning in May 2006. He currently serves on the board of directors of SRA, Inc., a publicly traded provider of technology and services to government markets, Pharmacyclics, Inc., a publicly traded drug discovery company, and several privately held technology and media companies. Mr. Gilburne is a founding director and Co-Chairman of ePals Inc., a member of the Board of Directors of the Foundation for the National Institutes of Health and The Washington Shakespeare Theatre, and a member of the Board and Executive Committee of Revolution Health.Officer.

David A. Heenan (69)(70)

 

Mr. Heenan has served as a director on our Board since 1999. Mr. Heenan has served as a Trustee of The Estate of James Campbell, a private trust in Honolulu, Hawaii since 1995. He was Chairman, President and Chief Executive Officer of Theo. H. Davies & Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson from 1982 to 1995. Mr. Heenan is a director of Bank of Hawaii Corporation. He was the Chairman of the Company'sour Board from May 2003 to March 2004.



Mr. Heenan is an experienced business leader with the skills necessary to be our lead independent director. His former experience leading a public company as well as his current public company board experience provides a great depth of experience on which he can draw while serving on our Board.

Kent T. Lucien (55)(56)

 

Mr. Lucien has served as a director on our Board since 2004. Mr. Lucien has served as Vice Chairman and Chief Financial Officer of Bank of Hawaii Corporation since April 2008. He served as a Trustee of C. Brewer & Company, Ltd., a privately held company headquartered in Honolulu, Hawaii, with operations in agriculture, distribution and real estate from 2006 through 2007, and as an independent business consultant in Honolulu, Hawaii from 2007 through 2008. He was Chief Executive Officer of Operations of C. Brewer and Co., Ltd. from 2001 to 2006; and Executive Vice President and Chief Financial Officer from 1991 to 2001. From 1991 to August 2001, he also was President and a Director of ML Macadamia Partners, an NYSE- listed master limited partnership. Mr. Lucien serves on the boards of Bank of Hawaii Corporation, and Wailuku Water Company, LLC.



Mr. Lucien is an experienced financial and operational leader in a variety of industries, some of which are similar to ours. He brings a broad understanding of the strategic priorities of diverse industries, coupled with a strong background in financial and tax matters.

Class Three Directors—Term expires in 2011:

John H. Agee (60)


Mr. Agee has been served as a director on our Board since 2001. Mr. Agee has served as Managing Director of Kulea LLC, a real estate investment firm since July 2006. He was President and Chief Executive Officer of Ka Po`e Hana LLC, a private family investment entity from May 2000 to June 2006. Mr. Agee was President of Adler Management LLC from 1986 to January 2000. Mr. Agee serves on the Boards of the privately held companies, Cote Family Companies, Inc. and Grove Farm Company, Inc., and various community and non-profit organizations.

Warren H. Haruki (56)


Mr. Haruki has been Executive Chairman of our Board since January 2009 and a director on our Board since 2006. Mr. Haruki has served as President and Chief Executive Officer of Grove Farm Company, Inc., a land development company located on Kauai, Hawaii since February 2005, and has been a Trustee of Parker Ranch Foundation Trust since March 2004. He was President of GTE Hawaiian Tel and Verizon Hawaii, communications providers, from 1991 to 2003. Mr. Haruki is on the Boards of the privately held companies, Parker Ranch, Inc., First Hawaiian Bank, Pacific Guardian Life Insurance Company, Hawaii Planing Mill, Ltd., Hawaii Superferry, Inc. and various non-profit organizations.

Duncan MacNaughton (65)(66)

 

Mr. MacNaughton has served as a director on our Board since May 2004. Mr. MacNaughton has served as Chairman of The MacNaughton Group/Poseiden Properties, Inc., a group of companies that includes real estate development, consulting and leasing since 1985. Mr. MacNaughton has extensive experience in real estate development as principal developer and/or owner of properties including Ainamalu residential subdivision, Kaanapali Royal resort condominiums, Costco Center at Bougainville Industrial Park, Pali Momi Medical Center, Waikele Center and Maui Marketplace, and the exclusive developer for Kmart Corporation's stores in Hawaii. Mr. MacNaughton serves on the boards of several privately held companies.



Mr. MacNaughton is an experienced business leader with extensive knowledge in real estate development, investments, acquisitions, operations and management.

Arthur C. Tokin (65)


Mr. Tokin has not previously served on our Board. There are no agreements or understandings between Mr. Tokin and our management or other members of our Board with regard to his selection as a nominee to our Board. Mr. Tokin has served as a business consultant with Lum Yip Lee Ltd., a real estate consulting firm in Honolulu, Hawaii since 2005. From 1992 through 2004, he was the managing member of the Honolulu, Hawaii office of PricewaterhouseCoopers, a world-wide registered public accounting firm. Mr. Tokin currently serves on the boards of the privately held companies Haleakala Ranch Company, Hawaii National Bank and Parker Ranch, Inc. and numerous community organizations.



Mr. Tokin's experience in a leadership and governance role with PricewaterhouseCoopers providing audit and advisory services to a number of significant companies make him particularly well suited to serve on our Board.

Fred E. Trotter III (79)


Mr. Trotter has served as a director on our Board since 1992. Mr. Trotter has served as President of F. E. Trotter Inc., a business consulting firm in Honolulu, Hawaii since 1991. He was a Trustee of The Estate of James Campbell, a private trust in Honolulu, Hawaii, from 1970 to 1991. Mr. Trotter is a director of the privately held companies Waterhouse Inc. and Hawaii Management Alliance Association. He is a member of the Executive Committee of JAIC-Shinrai Venture Capital, Investment, Ltd., a Japanese limited partnership. Mr. Trotter serves on the board of the Aloha Council Boy Scouts of America and various other community organizations.



Mr. Trotter has extensive experience in agribusiness and property management in Hawaii. He is an experienced leader and also has former experience on public boards of other companies, which further augments his range of knowledge.

Director Independence

        Both the listing standards of the NYSE and our Bylaws require that a majority of the Board be independent within the meaning of the listing standards of the NYSE. The Nominating and Governance Committee annually evaluates the independence of each director and nominee for director,



based on the rules prescribed by the listing standards of the NYSE and an evaluation of the transactions, if any, between us and the other entities with whom the director has an affiliation. After completing its annual evaluation, the Nominating and Governance Committee concluded that (1) David C. Cole, who is a Class IOne Director and was our Chairman, President and Chief Executive Officer until December 31, 2008, is per se not independent by the Section 303A ofunder the NYSE Listed Company Manualstandards for independence, and will not be independent for five years following his employment with us; (2) Warren H. Haruki, who is a Class IIIThree director, is not independent because he serves as our Interim Chief Executive Officer, and because of his position as Chief Executive Officer of Grove Farms Company, Inc., an entity that is principally owned by Stephen M. Case, also a Class IOne director and our largest shareholder; and (3) Stephen M. Case is not independent because of the materiality of his beneficial ownership in the Company. Therefore, ourOur Board of Directors has affirmatively determined that Messrs. Agee, Dods, Gilburne, Heenan, Lucien, MacNaughton, Tokin and Trotter both nominees for election to the Board at the Annual Meeting, Messrs. MacNaughton and Agee, continuing Class Three directors and all continuing Class Two directors are independent pursuant to Section 303A of the NYSE Listed Company Manual.standards for independence.


Board Meetings and Committees

        The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The Board has approved a written charter for each of these committees, and each such charter is posted on our website at http://mauiland.com/.

        In 2008,2009, our Board of Directors held 12 meetings,5 meetings; the Audit Committee held 45 meetings; the Compensation Committee held 3 meetings and the Nominating and Governance Committee each held 1 meeting. The Board of the Directors and each committee conduct annual self-evaluations of their effectiveness. In 2007,2009, all directors except Mr. Gilburne,Messrs. Heenan and Dods attended at least 75% of the aggregate meetings of the Board and committees on which they serve. The non-management directors met four times in 20082009 with Mr. Heenan, the lead independent director, presiding at such meetings. Board members are encouraged, but not required, to attend our Annual Meeting of Shareholders. Our 20082009 Annual Meeting of Shareholders was attended by all of our directors serving at that time.time with the exception of Mr. Heenan.

Audit Committee

        Members of the Audit Committee are Messrs. Lucien (Chairman), Agee and Heenan. All of the Audit Committee members are independent from us and our management, as defined by the listed company standards of the NYSE and by the rules of the Securities and Exchange Commission, or SEC. The Board of Directors has determined that Mr. Lucien is an "audit committee financial expert" as defined in the rules and regulations of the SEC.

        The Audit Committee is responsible for, among other things, monitoring the integrity of our consolidated financial statements, our system of internal accounting controls and financial reporting processes, and the overall performance of our internal auditors. The Audit Committee is also responsible for hiring, determining compensation for, and reviewing the independence and performance of, our independent registered public accounting firm. See "Audit Matters—Report of the Audit Committee."

Compensation Committee

        The members of the Compensation Committee are Messrs. Dods (Chairman), MacNaughton and Trotter. Each of these directors is independent as defined by the applicable listed company standards of the NYSE.

        The Compensation Committee reviews and approves the compensation plans, salary recommendations and other matters relating to compensation of our executive officers and directors.



Compensation recommendations regarding the executive officers (except for the President and Chief Executive Officer) and directors are generally provided to the Compensation Committee by our President and Chief Executive Officer, and approved by the Compensation Committee. Our President and Chief Executive Officer's total compensation is recommended by the Compensation Committee and approved by our Board of Directors. In the absence of a Chief Executive Officer, our Interim Chief Executive Officer serves in the capacity of the Chief Executive Officer. The Compensation Committee has the sole authority over any non-equity compensation recommendations. However, equity compensation recommendations are presented to the full Board for ratification. The Compensation Committee generally retains the services of a compensation consultant to evaluate the compensation of our executive officers and directors. However, in 2009, the Compensation Committee did not retain the services of any outside compensation consultant. The Compensation Committee has the sole authority to retain and terminate outside counsel and other outside experts or consultants, at our expense, as deemed appropriate. See "Executive and Director Compensation—Report of the Compensation Committee."


Nominating and Governance Committee

        The members of the Nominating and Governance Committee are Messrs. Heenan (Chairman), Agee and Dods. All of the Nominating and Governance Committee members are independent as defined by the listed company standards of the NYSE.

        The Nominating and Governance Committee identifies, evaluates, and recommends qualified candidates to our Board of Directors for nomination and election. The Nominating and Governance Committee's policy with respect to director candidates recommended by shareholders is that it will consider any such director candidates on the same basis as candidates identified by the Nominating and Governance Committee. Names and resumes of prospective directors should be addressed to Nominating and Governance Committee of Maui Land & Pineapple Company, Inc., c/o Corporate Secretary, 161 S. Wakea Avenue, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Hawaii 96733-6687.96768-9768. See "Shareholder Proposals and Nominations" above.

        The criteria that will be applied in evaluating any candidate considered by the Nominating and Governance Committee, including those recommended by shareholders, include whether or not the candidate:

        The Nominating and Governance Committee has not adopted any formal diversity policy with respect to the nomination of qualified director candidates. However, the Nominating and Governance Committee may consider diversity, broadly defined to include a diversity of opinions, perspectives and backgrounds, such as gender, race and ethnicity differences, as well as other differentiating



characteristics, in the context of the requirements of the Board of Directors at any specific point in time.

        The Nominating and Governance Committee identifies nominees for positions on our Board of Directors by requesting names of potential candidates from the other Board members and from our executive officers. The full Board is responsible for final approval of new director candidates, as well as the nomination of existing directors for reelection. With respect to existing directors, prior to making its recommendation to the full Board, the Nominating and Governance Committee, in consultation with the Chairman of the Board, reviews each director's continuation on the Board as a regular part of the nominating process, which has historically occurred every three years, but will occur annually if the amendments discussed in Proposal No. 1 are approved by the stockholders.

        The Nominating and Governance Committee is authorized by its charter to retain a third party search firm to identify potential nominees to our Board of Directors. The Nominating and Governance Committee review resumes of the interested candidates and selects those that pass the initial screening for personal interviews. Each member of the Nominating and Governance Committee completes a ranking form that ranks all candidates interviewed and the directors standing for re-election. Based on the scores received by each individual, the nominees are selected for recommendation to our Board of Directors. Directors Case, Cole, DodsMr. Tokin was recommended to the Nominating and Trotter are standingGovernance Committee for re-election atconsideration as a director by Warren H. Haruki, Chairman of the Annual Meeting.Board and Interim Chief Executive Officer.

Shareholder Communications with the Board of Directors

        Shareholders wishing to submit written communications to our Board of Directors should address their communications to: Board of Directors of Maui Land & Pineapple Company, Inc., or to the specified individual director, c/o Corporate Secretary, 161 S. Wakea Avenue, P.O. Box 187, Kahului,



870 Haliimaile Road, Makawao, Hawaii 96733-6687.96768-9768. All such correspondence will be forwarded to the specified director or in the absence of such specification, to the Chairman of the Board.

Board Leadership Structure

        Our Board does not have a policy, one way or the other, on whether the same person should serve as both our chief executive officer and chairman of the board or, whether the chairman should be a non-employee director. Our Board believes that it should have the flexibility to make this determination at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time. Over the past several years, we have had different leadership structures reflecting our circumstances at the time. Our Board believes that the current leadership structure, with Mr. Haruki serving as Chairman of the Board and Interim Chief Executive Officer, is appropriate given Mr. Haruki's experience in serving in both of these roles, his strong leadership capability and the efficiency of having the roles combined. Pursuant to past practice, whenever the chairman is an employee of the Company, the Board selects a "lead independent director." Mr. Heenan is currently the lead independent director.

        The Audit Committee oversees our risk management functions the purpose of which is to identify potential events and risks that may affect the entity and its objectives. To fulfill this duty the Committee works with management to highlight significant enterprise-wide risks, to establish operational plans to control and mitigate risks and to monitor and review the risk management function. The Audit Committee discusses its findings with the Board and will concur with the Board on all major decisions.


Director Compensation

DIRECTOR COMPENSATION
Year Ended December 31, 20082009

Name
 Fees Earned or
Paid in Cash ($)
 Stock
Awards(1) ($)
 Total ($) Number of
Stock Awards
Outstanding
at FY End(2)
 

John H. Agee

 $30,000 $32,693 $62,693  2,250 

Stephen M. Case(3)

 $2,500 $2,288 $4,788  250 

Walter A. Dods Jr. 

 $30,000 $38,040 $68,040  250 

Miles R. Gilburne

 $30,000 $34,030 $64,030  1,250 

Warren H. Haruki

 $30,000 $32,298 $62,298  2,250 

David A. Heenan

 $30,000 $34,030 $64,030  1,250 

Kent T. Lucien

 $30,000 $34,030 $64,030  1,250 

Duncan MacNaughton

 $30,000 $32,693 $62,693  2,250 

Fred E. Trotter III

 $30,000 $38,040 $68,040  250 

Name
 Fees Earned or
Paid in Cash ($)
 Stock
Awards(1) ($)
 All Other
Compensation ($)
 Total ($) Number of
Stock Awards
Outstanding
at FY End(2)
 

John H. Agee

 $27,000       $27,000  1,250 

Stephen M. Case

 $27,000 $20,940    $47,940  2,250 

David C. Cole(3)

 $27,000 $24,218 $20,513 $71,731  2,250 

Walter A. Dods Jr. 

 $27,000 $20,940    $47,940  2,250 

Miles R. Gilburne

 $27,000       $27,000  250 

David A. Heenan

 $27,000       $27,000  250 

Kent T. Lucien

 $27,000       $27,000  250 

Duncan MacNaughton

 $27,000       $27,000  1,250 

Fred E. Trotter III

 $27,000 $20,940    $47,940  2,250 

(1)
GrantAggregate grant date fair value (computed in accordance with SFAS 123(R))FASB ASC topic 718) of stock awards vestinggranted in 2008.2009.

(2)
Unvested stock awards as of December 31, 2008.2009.

(3)
Amount under "All Other Compensation" represents retirement payments to Mr. Case was elected toCole under our Pension Plan for Non-Bargaining Unit Employees and the BoardSupplemental Executive Retirement Plan that were earned during his employment with the Company from 2003 through 2008.

(4)
Compensation for Chairman and Interim CEO, Warren H. Haruki are included in the Executive Compensation Tables beginning on December 8, 2008.page 22 of this report.

Narrative to Director Compensation Table

        In 2008,2009, all non-employee directors received an annual cash retainer fee of $30,000 (prorated for Mr. Case who was first elected to the Board effective December 8, 2008). We had an executive deferred compensation plan in which all of our executive officers and directors were eligible to participate. Messrs. Agee and Heenan elected to participate in this plan in 2008. Under this plan, participating directors could defer up to 100% of the annual$27,000. The cash retainer until termination of their Board membership. Earnings on compensation deferred under this planfee reflects a 10% reduction from 2008 consistent with the employee salary reductions that were tied to the performance of mutual funds, which were substantially the same funds as thoseimplemented in our 401(k) plan, and did not earn interest at a fixed rate. The plan ceased operation as of December 31, 2008 and all funds were returned to the participants on February 1,March 2009.

Non-employee directors are also granted restricted Common Stock, or Restricted Shares, 250 shares of which vest each quarter covering the term of the director's current membership. The Restricted Shares are granted under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (the "2006 Plan") to the director at the time he or she is elected, re-elected or appointed to the Board. The number of shares granted to each director is equal to the number of calendar quarters in his term multiplied by 250 shares. The directors have voting and regular dividend rights with respect to the unvested Restricted Shares, but have no right to dispose of them until such time as they are vested. Each unvested Restricted Share is forfeited upon the director's termination of his position as a member of the Board of Directors for any reason.

        In 2008,2009, Messrs. Agee, HarukiCase, Cole, Dods and MacNaughtonTrotter were each granted 3,000 Restricted Shares under the 2006 Plan, upon their election as Class One Directors for the three-year term that was to end in 2012 (fair value on May 4, 2009 of $6.98 per share). Mr. Cole was also granted 250 Restricted Shares under the 2006 Plan upon his change of status to a non-employee Class One Director on January 1, 2009 (fair value on January 2, 2009 of $13.11 per share).


PROPOSAL 3:    Election of Directors (if Proposal No. 1 is Not Adopted)

Proposal No. 3 will NOT be adopted if shareholders approve Proposal No. 1

        Our Articles currently provide for a Board of Directors of not less than nine nor more than twelve directors as shall be determined in accordance with our Bylaws from time to time. The number of authorized directors is currently set by the Board at ten. Our Articles and the Bylaws also divide our Board of Directors into three classes of directors consisting currently of four members in Class One and three members in Classes Two and Three, with each class holding office for three years in staggered terms. Class Two consists of three directors whose term of office expires in 2010. Class One consists of four directors whose term expires in 2012. Class Three consists of three directors whose term of office expires in 2011.

        Based upon the recommendation of the Nominating and Governance Committee, our Board has nominated the following individuals for election to Class Two positions with their term in office to expire in 2013: Messrs. David A. Heenan, Kent T. Lucien and Arthur C. Tokin. Messrs. Heenan and Lucien currently serve as Class Two directors.

        In the event that any person nominated as a director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the proxy holders will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy. It is not expected that any of the nominees will be unavailable to serve.

        Set forth below is biographical information for each Class Two director nominees for election at the Annual Meeting of Shareholders in 2010 and our continuing Class One and Class Three directors. Directors Agee, Cole, Dods and Gilburne intend to tender their resignation effective on the date of the 2010 Annual Meeting if Proposal No. 1 is not adopted. There are no family relationships among any of our directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE THREE PERSONS NOMINATED BY THE BOARD AS CLASS TWO DIRECTORS.

Class Two Directors:



David A. Heenan (70)Mr. Heenan has served as a director on our Board since 1999. Mr. Heenan has served as a Trustee of The Estate of James Campbell, a private trust in Honolulu, Hawaii since 1995. He was Chairman, President and Chief Executive Officer of Theo. H. Davies & Co., Ltd., the North American holding company for the Hong Kong-based Jardine Matheson from 1982 to 1995. Mr. Heenan is a director of Bank of Hawaii Corporation. He was the Chairman of our Board from May 2003 to March 2004.



Mr. Heenan is an experienced business leader with the skills necessary to be our lead independent director. His former experience leading a public company as well as his current public company board experience provides a great depth of experience on which he can draw while serving on our Board.



Kent T. Lucien (56)Mr. Lucien has served as a director on our Board since 2004. Mr. Lucien has served as Vice Chairman and Chief Financial Officer of Bank of Hawaii Corporation since April 2008. He served as a Trustee of C. Brewer & Company, Ltd., a privately held company headquartered in Honolulu, Hawaii, with operations in agriculture, distribution and real estate from 2006 through 2007, and as an independent business consultant in Honolulu, Hawaii from 2007 through 2008. He was Chief Executive Officer of Operations of C. Brewer and Co., Ltd. from 2001 to 2006; and Executive Vice President and Chief Financial Officer from 1991 to 2001. From 1991 to August 2001, he also was President and a Director of ML Macadamia Partners, an NYSE- listed master limited partnership. Mr. Lucien serves on the boards of Bank of Hawaii Corporation, and Wailuku Water Company, LLC.



Mr. Lucien is an experienced financial and operational leader in a variety of industries, some of which are similar to ours. He brings a broad understanding of the strategic priorities of diverse industries, coupled with a strong background in financial and tax matters.

Arthur C. Tokin (65)


Mr. Tokin has not previously served on our Board. There are no agreements or understandings between Mr. Tokin and our management or other members of our Board with regard to his selection as a nominee to our Board. Mr. Tokin has served as a business consultant with Lum Yip Lee Ltd., a real estate consulting firm in Honolulu, Hawaii since 2005. From 1992 through 2004, he was the managing member of the Honolulu, Hawaii office of PricewaterhouseCoopers, a world-wide registered public accounting firm. Mr. Tokin currently serves on the boards of the privately held companies Haleakala Ranch Company, Hawaii National Bank and Parker Ranch, Inc. and numerous community organizations.



Mr. Tokin's experience in a leadership and governance role with PricewaterhouseCoopers providing audit and advisory services to a number of significant companies make him particularly well suited to serve on our Board.

Continuing Directors:



Class One Directors



Stephen M. Case (51)


Mr. Case has served as a director on our Board since December 2008. Mr. Case has served as Chairman and Chief Executive Officer of Revolution LLC, an investment company since April 2005. He is also Chairman of Exclusive Resorts LLC, a membership-based luxury real estate company since November 2004. He was Chairman of the Board of Time Warner, Inc. from January 2001 to May 2003. Mr. Case was Chairman of the Board and Chief Executive Officer of America Online, Inc. from 1995 to January 2001 and Chief Executive Officer from 1993 to 1995.



Mr. Case is an experienced business leader, whose experience leading other public companies further augments his range of knowledge, providing experience on which he can draw while serving as a member of our Board. In addition, Mr. Case also brings to the Board the perspective of a major Company shareholder.



Fred E. Trotter III (79)Mr. Trotter has served as a director on our Board since 1992. Mr. Trotter has served as President of F. E. Trotter Inc., a business consulting firm in Honolulu, Hawaii since 1991. He was a Trustee of The Estate of James Campbell, a private trust in Honolulu, Hawaii, from 1970 to 1991. Mr. Trotter is a director of the privately held companies Waterhouse Inc. and Hawaii Management Alliance Association. He is a member of the Executive Committee of JAIC-Shinrai Venture Capital, Investment, Ltd., a Japanese limited partnership. Mr. Trotter serves on the board of the Aloha Council Boy Scouts of America and various other community organizations.



Mr. Trotter has extensive experience in agribusiness and property management in Hawaii. He is an experienced leader and also has former experience on public boards of other companies, which further augments his range of knowledge.

Class Three Directors



Warren H. Haruki (57)


Mr. Haruki has been Executive Chairman of our Board since January 2009, Interim Chief Executive Officer since May 2009 and a director on our Board since 2006. Mr. Haruki has served as President and Chief Executive Officer of Grove Farm Company, Inc., a land development company located on Kauai, Hawaii since February 2005, and has been a Trustee of Parker Ranch Foundation Trust since March 2004. He was President of GTE Hawaiian Tel and Verizon Hawaii, communications providers, from 1991 to 2003. Mr. Haruki is on the Boards of the privately held companies, Parker Ranch, Inc., First Hawaiian Bank, Pacific Guardian Life Insurance Company, Hawaii Planing Mill,  Ltd. and various non-profit organizations.



Mr. Haruki's experience in leadership roles, some of which were in public companies, give him a deep understanding of the role and strategic priorities of the Board. In addition, his experience with various operational and financial matters in similar industries as ours positions him well to serve as our Chairman and in the role of Interim Chief Executive Officer.

Duncan MacNaughton (66)


Mr. MacNaughton has served as a director on our Board since May 2004. Mr. MacNaughton has served as Chairman of The MacNaughton Group/Poseiden Properties, Inc., a group of companies that includes real estate development, consulting and leasing since 1985. Mr. MacNaughton has extensive experience in real estate development as principal developer and/or owner of properties including Ainamalu residential subdivision, Kaanapali Royal resort condominiums, Costco Center at Bougainville Industrial Park, Pali Momi Medical Center, Waikele Center and Maui Marketplace, and the exclusive developer for Kmart Corporation's stores in Hawaii. Mr. MacNaughton serves on the boards of several privately held companies.



Mr. MacNaughton is an experienced business leader with extensive knowledge in real estate development, investments, acquisitions, operations and management.

PROPOSAL 4:    Amendment of the Company's Articles to authorize an additional 20,000,000 shares of Common Stock.

        The Articles presently state that "the amount of the authorized capital stock of the corporation is 23,000,000 shares of Common Stock without par value." The amendment to the Articles would increase the authorized capital stock by 20,000,000 shares to 43,000,000 shares.

        As of the Record Date, of the 23,000,000 currently authorized shares of Common Stock, there were (i) 8,522,233 shares outstanding, of which 4,200 shares were held by Honolua Plantation Land Company, Inc., a wholly-owned subsidiary, (ii) 714,801 shares subject to outstanding and unexercised options to acquire Common Stock and (iii) 257,190 shares reserved for issuance under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan, upon their election as Class Three Directors for the three-year term that ends in 2011 (fair value on May 12, 2008 of $30.59 per share). Mr. Case was granted 250 Restricted Shares under the Maui Land & Pineapple



Company, Inc. 2006 Equity and Incentive Compensation Plan, upon his election as Class One Director for the remaining term that ends in 2009 (fair value on December 8, 2008 of $9.15 per share).

        Effective with his appointment as Executive Chairman in January 2009, Mr. Haruki will receive $180,000 in annual compensation, in addition to his annual cash retainer fees described above. In connection with such appointment, on March 9, 2009, Mr. Haruki was granted 20,000 Restricted Shares (fair value on March 9, 2009 of $5.20 per share) and 25,000 stock options (estimated fair value in accordance with SFAS 123(R) on March 9, 2009 of $62,000) under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan. The stock options and restricted stock vest over five years.

Compensation Committee Interlocks and Insider Participationremaining authorized shares are currently available for issuance.

        No member of the Compensation Committee during fiscal year 2008 served as an officer, former officer or employee of us or any of our subsidiaries. Also see "Certain Relationships and Related Transactions." During fiscal year 2008, none of our executive officers served as a member of the compensation committee of any other entity, one of whose executive officers served as a member ofOn February 8, 2010, our Board of Directors approved an amendment to our Articles to increase our authorized shares of Common Stock by 20,000,000 shares, subject to approval by our shareholders. Our Board of Directors believes that it is advisable and in the best interests of the Company and its shareholders to amend the Articles in order to have available additional authorized but unissued shares of Common Stock in an amount adequate to provide for our future needs.

Purpose of the change in authorized shares

        Although we currently have no definite plans, intentions, agreements or Compensation Committee,understandings with regard to the newly authorized shares, the purpose of this proposed increase in authorized shares is to make available additional shares of Common Stock for issuance for general corporate purposes, including financing activities, without the requirement of further action by our shareholders. Our Board of Directors has considered potential uses of the additional authorized shares of Common Stock, which may include seeking additional equity financing through public or private offerings, establishing additional employee or director equity compensation plans or arrangements, using our Common Stock for business acquisitions, or for other general corporate purposes. Increasing the authorized number of shares of Common Stock will provide us with greater flexibility and noneallow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the shareholders. We are at all times investigating additional sources of financing which the Board of Directors believes will be in our best interests and in the best interests of our executive officers servedshareholders.

        At December 31, 2009, we reported in our Annual Report on Form 10-K that our total debt, including capital leases, was $97.0 million, and that we had $1.9 million in cash and $13.5 million in available lines of credit. We also reported that our cash outlook for the next twelve months and ability to continue to meet our financial covenants under our credit facilities is highly dependent on generating additional capital, including through the sale of equity. Included in our total debt is $40.0 million owed to the holders of our convertible notes, which become redeemable in July 2011. In order to facilitate meeting our current obligations as well as our ability to redeem the convertible notes, we may be required to sell shares of our Common Stock in excess of our current authorized shares.

        In addition, on January 11, 2010, we received notification from the NYSE that we are no longer in compliance with the NYSE's continued listing standards because our average market capitalization was less than $50 million over a member30 trading-day period and our most recently reported shareholders' equity was less than $50 million. We have submitted a plan of compliance to the NYSE to demonstrate our ability to achieve compliance with the continued listing standards within 18 months of the boarddate of directorsnotice from the NYSE. Our plan includes the possibility of raising additional equity capital. By increasing our number of authorized shares of Common Stock, we will have more flexibility to raise equity capital in an effort to meet our debt obligations as they become due and, if necessary, to comply with the NYSE continued listing standards, without the delay of shareholder approval.


        The proposed additional shares of Common Stock would be a part of the existing class of the Company's Common Stock and, if and when issued, would have the same rights and privileges as the shares of Common Stock presently issued and outstanding. No additional action or authorization by the shareholders would be necessary prior to the issuance of the additional shares unless required by applicable law or regulation, our Articles or the rules of the NYSE, if applicable.

Effect of Having Authorized but Unissued Shares

        The issuance of additional shares of Common Stock in the future may, among other things, dilute earnings per share, stockholders' equity, and voting rights. The issuance of additional shares, or the perception that additional shares may be issued, may also adversely effect the market price of our Common Stock. The availability for issuance of additional shares of Common Stock also has the effect of rendering more difficult or discouraging any attempts by other parties to obtain control of the Company. For example, the issuance of shares of Common Stock in a public or private sale, merger, or similar transaction would increase the number of outstanding shares, thereby diluting the interest of a party attempting to obtain control of the Company. We are not aware of any other entity, oneexisting or planned effort on the part of whose executive officers servedany party to accumulate material amounts of voting stock, or to acquire the Company by means of a merger, tender offer, solicitation of proxies in opposition to management or otherwise, or to change our management, nor are we aware of any person having made any offer to acquire the voting stock or assets of the Company.

        The Board of Directors has approved the amendment of the Company's Articles to increase the number of shares of authorized Common Stock by 20,000,000 shares. This change to the Articles is included in the Articles of Amendment that are attached to this Proxy Statement as Appendix "A." The Articles of Amendment would become effective upon their filing with the Department of Commerce and Consumer Affairs of the State of Hawaii.

The Board of Directors recommends a membervote "FOR" Proposal No. 4 to approve the amendment to the Articles to increase our authorized Common Stock from 23,000,000 to 43,000,000 shares of our Compensation Committee.Common Stock.


PROPOSAL 2
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
5:    Ratification of Independent Registered Public Accounting Firm

        Deloitte & Touche LLP, an independent registered public accounting firm, has been our independent auditor for many years, and is considered by management to be well qualified. The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2009.2010. A representative of Deloitte & Touche LLP is expected to be present at the Annual Meeting and will be given an opportunity to make a statement. The representative also will be available to respond to appropriate questions.

        Shareholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm is required by our Restated Articles of Association. If the shareholders fail to ratify the selection, the Audit Committee willmay select a different firm anduntil the next annual meeting of shareholders or may submit the new firm to our shareholders for ratification.

        THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTEThe Board of Directors recommends a vote "FOR" RATIFICATION OF THE APPOINTMENT OF DELOITTEratification of the appointment of Deloitte & TOUCHETouche LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2009.as the Company's independent registered public accounting firm for fiscal 2010.


Report of the Audit Committee

        The Audit Committee reviewed and discussed with management, and the independent registered public accounting firm, the Company's quarterly and annual audited financial statements, and Forms 10-Q for 2008,2009, and Form 10-K for the year ended December 31, 2008,2009, prior to their filing.

        The Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards, or SAS, No. 61, "Communications with Audit Committees," as amended by SAS Nos. 89 and 90, and as adopted by the Public Company Accounting Oversight Board Rule 3600T.

        The Committee has received the written disclosures and the letter from the independent public accounting firm required by Independence Standards Board Standard No. 1, "Independence Discussions with Audit Committees," as amended and as adopted by the Public Company Accounting



Oversight Board Rule 3600T, and has discussed with the independent registered public accounting firm their independence.

        Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company's audited consolidated financial statements be included in the Form 10-K for the year ended December 31, 2008.2009.

Audit Committee:

        The above Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this Report by reference therein.

Independent Registered Public Accounting Firm

        Fees for services performed for us by Deloitte & Touche LLP for 20082009 and 2007,2008, including expenses incurred in connection with these services, are as follows:

 
 2008 2007 

Audit Fees

 $908,000 $1,072,000 

Audit-Related Fees

  158,000  104,000 

Tax Fees

  31,000  38,000 
      

Total Fees

 $1,097,000 $1,214,000 
      

 
 2009 2008 

Audit Fees

 $856,000 $908,000 

Audit-Related Fees

  77,000  158,000 

Tax Fees

  53,000  31,000 
      

Total Fees

 $986,000 $1,097,000 
      

Audit Fees

        The audit fees are primarily attributable to professional services rendered for the audits of our annual consolidated financial statements for the fiscal years ended December 31, 20082009 and 2007,2008, respectively, the reviews of our condensed financial statements included in our Quarterly Reports on Form 10-Q, and the audit of the effectiveness of our internal control over financial reporting.

Audit-Related Fees

        The audit-related fees for 20082009 and 20072008 includes services for the audits of our defined benefit and defined contribution pension plans and for various audit related consultations.


Tax Fees

        The fees for tax services relate to professional services rendered for tax compliance and various tax consultations.

        The Audit Committee has considered whether the provision of theses services by Deloitte & Touche LLP is compatible with maintaining the independence of Deloitte & Touche LLP, and has determined that the provision of such services by Deloitte & Touche LLP has not adversely affected the independent registered public accounting firm's independence.


Audit Committee Policy—Approval of Fees

        It is the policy of the Audit Committee of the Board of Directors that all audit and permissible non-audit services provided by our independent registered public accounting firm and related fees paid to our independent registered public accounting firm must be approved in advance by the Audit Committee. All of the services provided by Deloitte & Touche LLP described in the table above were approved by the Audit Committee.


OTHER MATTERS

        The Board knows of no other matters that may be brought before the meeting. However, if any other matters are properly brought before the meeting, the persons named in the enclosed proxy or their substitutes will vote in accordance with their best judgment on such matters, and discretionary authority to do so is included in the proxy.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth the beneficial ownership of our Common Stock as of March 2, 2009,1, 2010, by (i) each director and nominee for director and (ii) our Interim Chief Executive Officer and our other executive officers, which we collectively refer to in this Proxy Statement as the Named Executive Officers, and (iii) all of our directors and Named Executive Officers as a group. Unless otherwise indicated and subject to applicable community property and similar statutes, all persons listed below have sole voting and investment power over all shares of Common Stock beneficially owned. Other



than the directors and Named Executive Officers, there are no other person or entity who is known by us to own beneficially more than 5% of the outstanding shares of common stock.

Name and Address of Beneficial Owner(1)
 Number of Shares of Common Stock
Beneficially Owned(2)
 Approximate Percent
Owned(2)
 

DIRECTORS AND NAMED EXECUTIVE OFFICERS

       

Stephen M. Case(3)

  3,472,280  42.6%

David C. Cole(4)

  534,398  6.3%

Robert I. Webber(5)

  62,098  * 

Fred W. Rickert(6)

  37,424  * 

Ryan L. Churchill(7)

  28,295  * 

Miles R. Gilburne(8)

  175,414  2.2%

David A. Heenan

  6,000  * 

Kent T. Lucien

  6,000  * 

Fred E. Trotter III

  5,000  * 

Walter A. Dods, Jr. 

  4,500  * 

John H. Agee

  7,000  * 

Duncan MacNaughton

  7,000  * 

Warren H. Haruki

  5,250  * 

All Executive Officers and Directors as a group (13 persons)(9)

  4,350,659  51.0%

Name and Address of Beneficial Owner(1)
 Number of shares of Common Stock
Beneficially Owned(2)
 Approximate Percent
Owned(2)

DIRECTORS AND NAMED EXECUTIVE OFFICERS

     

Stephen M. Case(3)

  3,475,280 40.8%

David C. Cole(4)

  204,065 2.4%

Miles R. Gilburne(5)

  175,414 2.1%

Warren H. Haruki

  82,990 *

Ryan L. Churchill

  76,734 *

John P. Durkin

  65,214 *

David A. Heenan

  6,000 *

Kent T. Lucien

  6,000 *

Duncan MacNaughton

  7,000 *

John H. Agee

  7,000 *

Walter A. Dods, Jr. 

  7,500 *

Fred E Trotter III

  8,000 *

All Executive Officers and Directors as a group (12)(6)

  4,121,197  

*
Less than 1%

(1)
Except as set forth in the footnotes to this table, the business address of each director and executive officer listed is c/o Maui Land & Pineapple Company, Inc., 161 S. Wakea Avenue, P. O. Box 187, Kahului, Maui,870 Haliimaile Road, Makawao, Hawaii 96733-6687.96768-9768.

(2)
This table is based upon information supplied by officers and directors, and with respect to principal shareholders, Schedules 13D and 13G filed with the SEC.directors. Beneficial ownership is



(3)
Substantially all shares beneficially owned by Stephen M. Case are actually owned by the Stephen M. Case Revocable Trust. Mr. Case is the sole trustee of the Stephen M. Case Revocable Trust and has the sole power to vote the stock and to sell or otherwise make investment decisions with respect to the shares. Mr. Case has pledged substantially all of his shares to Bank of Hawaii, as collateral security for certain obligations.

(4)
Includes options to purchase 333,333 shares of Common Stock, and 3,400 shares of Common Stock held by the Cole Family Foundation, of which Mr. Cole is Vice President and Secretary.

(5)
Includes (i) 41,045 Restricted Shares whose vesting is performance based from 2009 through 2012, and (ii) options to purchase 18,000 shares of Common Stock. Mr. Webber has voting and regular dividend rights with respect to the Restricted Shares, but no right to dispose of such shares.

(6)
Includes options to purchase 18,800 shares of Common Stock. Mr. Rickert's employment with the Company terminated on March 20, 2009.

(7)
Includes (i) 10,000 Restricted Shares whose vesting is performance based from 2009 through 2011 and (ii) options to purchase 17,000 shares of Common Stock. Mr. Churchill has voting and regular dividend rights with respect to the Restricted Shares, but no right to dispose of such shares.

(8)
Includes 172,414 shares of Common Stock owned by ZG Ventures LLC of which Mr. Gilburne is the managing member.

(9)(6)
Includes (i) 62,54525,000 Restricted Shares whoseof which vesting is performance based from 2009 to 2012,through 2013; (ii) 161,300 shares that vest quarterly through 2013; and (ii) 387,13331,000 shares subject to options. The beneficial owner of the Restricted Shares have voting and regular dividend rights with respect to the Restricted Shares, but no right to dispose of such shares.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Overview

        Compensation for our executives and key employees is designed to attract and retain people who share our vision and values and who can execute to achieve our strategic goals. We have a very knowledgeable employee base in addition to valuable land and brand assets, and the executive talent we have retained the past several years is capable of leveraging the skills of our employees and our unique assets to increase shareholder value. In short, our goal is to become the employer of choice in the markets in which we compete.

Compensation Philosophy and Objectives

        We operate in a challenging business environment where housing is expensive, quality schools are scarce, and base salaries are generally insufficient to secure home mortgages for current and potential employees. This lack of purchasing power has a material impact on our ability to attract and retain employees in their prime earning and childbearing years.

        We have therefore developed a multifaceted compensation philosophy focused on building purchasing power for current and future employees by increasing earning potential while decreasing the cost of housing and education. To increase earning potential, we use base salaries supplemented by long-term equity compensation and performance-based annual cash and/or equity incentives. To increase employee purchasing power, we use a portion of our land resources to subsidize housing and,



in 2004 we granted land and underwrote infrastructure costs to establish a private K-12 school where we provide tuition assistance for qualifying children of our employees.

        We also believe that recognition and training programs are vitally important for recruiting and retaining talent, as investments in these programs reflect our commitment to continuous improvement and employee development.

The Role of the Compensation Committee

        The Compensation Committee has the primary authority to determine our compensation philosophy and to establish compensation for our Named Executive Officers in light of individual and corporate achievements. Compensation recommendations regarding our executive officers (other than Mr. Cole, our President and Chief Executive Officer through December 31, 2008) and directors were generally provided to the Compensation Committee by Mr. Cole and approved by the Compensation Committee. Mr. Cole's total compensation is recommended by the Compensation Committee and approved by our Board of Directors. In addition, each Named Executive Officer and other senior executive management team members participate in an annual performance review with our Chief Executive Officer to provide input about his or her contributions to our success for the period being assessed. From time to time, the Compensation Committee engages the services of third party compensation consultants to review the compensation of our executive officers.

Total Compensation for Executive Officers

        The compensation packages offered to Named Executive Officers are comprised of one or more of the following elements:

        Each of these components is described in more detail below.

Base Salary

        We provide our Named Executive Officers and other employees with a base salary to compensate them for services rendered during the fiscal year. The purpose of the base salary is to reflect job responsibilities, value to us and competitiveness of the market. Minimum salaries for our Named Executive Officers are determined by the Compensation Committee based on the following factors: nature and responsibility of the position and to the extent available, salary norms for comparable positions; the expertise of the individual executive; the competitiveness of the market for the executive's services; and the recommendations of our Chief Executive Officer.

        Base compensation for Mr. Cole was last adjusted in 2006 to bring him up to the 70th percentile of executives in similar positions, upon the recommendation of Towers Perrin, a well-known consulting firm specializing in executive compensation.

        The minimum salary for Mr. Webber, our Chief Financial Officer, was determined by our employment agreement with him when he was hired as of May 1, 2006. Mr. Webber's base salary as of May 2007 was $350,000. In March 2008, our Board of Directors appointed Mr. Webber to the position of Chief Operating Officer and Executive Vice President, in addition to his position as our Chief Financial Officer. In connection with the appointment, Mr. Webber's annual salary was increased to



$400,000 in light of his increased responsibility in the new positions. Effective as of January 1, 2009, Mr. Webber was also appointed to the offices of President and Chief Executive Officer. Mr. Webber's compensation was not modified with his appointment to President and Chief Executive Officer; however, as of January 1, 2009, Mr. Webber agreed to a temporary 10% reduction in his base salary to $360,000. See "Employment Agreements—Robert I. Webber" for further details.

        The Compensation Committee annually reviews the compensation arrangements of our other executive officers, and will typically consider the recommendations of the Chief Executive Officer in making compensation decisions regarding such officers. In 2008, other than the base salary adjustment for Mr. Webber described above, there were no base salary adjustments considered by the Compensation Committee for the executive officers.

Annual Bonus Incentives

        It is our objective to have a substantial portion of each Named Executive Officer's compensation contingent upon overall corporate performance as well as upon his or her own level of performance and contribution towards our performance. Our Compensation Committee believes that stock-based annual incentives for the achievement of defined objectives create value in us and align the executive's compensation with the interests of our shareholders.

        Early in each year, the Compensation Committee establishes our performance measures and individual performance measures for each business segment. The bonus objectives for our Named Executive Officers are generally based on the achievement of corporate objectives that relate to that part of our business for which such executive officer has primary responsibility, as well as on a subjective review of the Named Executive Officer's total contribution to us. In establishing the personal objectives for each of our Named Executive Officers, the Compensation Committee believed that each of the objectives would be challenging to achieve. In 2008, Mr. Webber was awarded 25,000 Restricted Shares when he accepted the positions of Chief Operating Officer and Executive Vice President. The Restricted Shares vest based on performance from 2008 through 2012. No Restricted Shares vested in 2008. In December 2008, Mr. Webber was awarded options for 75,000 shares of Common Stock that will vest over a five-year period.

        Bonus incentives for our Chief Executive Officer and our Chief Financial Officer are generally based on overall achievement of corporate performance objectives. In 2008, all of our Named Executive Officers had previously granted Restricted Shares that could vest based on the achievement of corporate net income, return on investment, on the achievement of certain value accelerator transactions or the achievement of specific tasks. While some of the vesting criteria was met by certain of our Named Executive Officers, the Compensation Committee chose to decline the vesting of any Restricted Shares with regard to performance in 2008 because of the Company's poor overall financial performance.

Long-Term Equity Compensation

        The Compensation Committee believes that long-term stock compensation is a valuable employee retention tool, encourages the participants to focus on our long-term performance and provides an opportunity for executives and key employees to increase their stake in us through grants with duration of three to five years. Our stock compensation program also aims to align the executive's interest with those of the shareholders by enhancing the link between creation of shareholder value and long-term executive incentive compensation. Generally, employees at a director level and above are awarded non-qualified stock options. All awards of stock options are made at or above the closing price of the underlying stock on the date of the grant and generally vest over five years, with 20% vesting each year. Restricted Shares based on performance goals are awarded based on the Compensation Committee's qualitative perception of exceptional performance and potential contribution by specific



executives. The authority to make stock compensation grants rest with the Compensation Committee, subject to ratification by the full Board of Directors.

Housing

        We have periodically commissioned housing projects and have offered our owned land and housing to employees and executives. In the last three years, we have initiated several projects where employees are expected to have preferred access to both rental and for sale units, subject to state and county government approvals.

Education

        In 2004, we donated approximately 15 acres of land and improvements to establish Maui Preparatory Academy, or MPA, to serve employees and residents on West Maui. Subsequent to the donation, we have provided several million dollars of infrastructure improvements in and around MPA's campus. In addition, we offer a matching tuition grant to dependents of employees.

Retirement Plans

        We currently have defined benefit pension plans covering most of our employees including the executive officers. The defined benefit pension plan is not a large benefit to most of our Named Executive Officers because most do not have a long prior employment history with us. In addition, we offer participation in our 401(k) plan to all full time employees.

Tax and Accounting Implications

        The Compensation Committee is also responsible for considering the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, which provides that we may not deduct compensation of more than $1,000,000 that is paid to our executive officers; and approximately $360,000 of 2008 compensation for David C. Cole may not be deductible by us for federal income tax purposes. In 2007, approximately $2,000,000 of compensation for David C. Cole may not be deductible by us for federal income tax purposes. The American Jobs Creation Act of 2004 changed the tax rules applicable to nonqualified deferred compensation arrangements. Pursuant to these new rules, in 2006 we amended a stock option agreement for Mr. Cole to increase the exercise prices of stock options to the fair market value on the day the executive began employment with us (date of grant). The exercise price in this option agreement had been set in 2003 when we negotiated the recruitment of Mr. Cole. In 2007, the Compensation Committee agreed that Mr. Cole should be compensated for his loss and approved a discretionary cash payment to Mr. Cole of $1,053,000 with the intent to compensate him for the loss in value of his stock options. We believe that all other compensation paid under the management incentive plans is fully deductible for federal income tax purposes. In certain situations, the Compensation Committee may approve compensation that will not meet the requirements for deductibility in order to ensure competitive levels of compensation for executives and to meet our obligations under the terms of various incentive programs.

Severance and change in control benefits

        These benefits have been handled on a case by case basis as is deemed important to the executive involved, and the benefit usually takes the form of cash payments or acceleration of stock grants. See "Potential Payments Upon Termination or Change-in-Control."

Report of the Compensation Committee on Executive Compensation

        The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.


Compensation Committee:

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing, whether under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before or after the date of this Proxy Statement and irrespective of any general incorporation language in such filing, except to the extent the Company specifically incorporates this Report by reference therein.


Executive Compensation Tables

Summary Compensation Table

        The following table sets forth all of the compensation earned by and paid to or accrued for our Named Executive Officers for the years ended December 31, 2009 and 2008 2007(i) the dollar value of base salary and 2006.bonus earned; (ii) the aggregate grant date fair value of stock and option awards granted in accordance with FASB ASC Topic 718; (iii) all other compensation; and (iv) the dollar value of total compensation.

Name and Principal Position
 Year Salary
($)
 Bonus
($)
 Stock
Awards
($)(1)
 Option
Awards(1)
($)
 Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
 All Other
Compensation(2)
($)
 Total
($)
 

David C. Cole(3)

  2008  550,000     76v8,600  967,213  58,297  481,746  2,825,856 

  2007  550,000     1,428,577  1,024,604  61,950  1,069,582  4,134,713 

  2006  550,000  50,000     844,441  55,037  15,531  1,515,009 

  

                         

Robert I. Webber(4)

  2008  389,423  50,000     138,021  30,637  47,557  655,638 

President & CEO

  2007  331,538  50,000  278,642  133,546  15,515  47,717  856,958 

(Principal Executive Officer &

  2006  190,384  83,336     61,782  n/a  37,500  373,002 
 

Principal Financial Officer)

                         

  

                         

Fred W. Rickert

  2008  180,000        61,112  24,010  17,331  282,453 

Vice President/ Treasurer

  2007  180,000  15,000  294,687  60,953  24,584  15,783  591,007 

  2006  180,000        55,227  26,584  120,586  382,397 

  

                         

Ryan L. Churchill(5)

  2008  200,000  32,500     64,167  11,979  10,278  318,924 

Senior Vice President/

  2007  182,500  57,500  158,650  45,115  6,119  10,241  460,125 
 

Business Development

  2006  159,519  10,000     41,621  n/a  10,178  221,318 

Name and Principal Position
 Year Salary
($)
 Bonus
($)
 Stock
Awards
($)(1)
 Option
Awards(1)
($)
 All Other
Compensation
($)(2)
 Total
($)
 

Warren H. Haruki(3)

  2009  206,942     510,000  62,000    778,942 

Chairman & Interim Chief Executive Officer
(Principal Executive Officer)

                      

Ryan L. Churchill

  
2009
  
191,539
     
348,000
     
24,444
  
563,983
 

President & Chief Operating Officer

  2008  200,000           22,257  222,257 

John P. Durkin(4)

  
2009
  
168,923
     
464,700
  
77,800
  
35,012
  
746,435
 

Chief Financial Officer
(Principal Financial Officer)

                      

Robert I. Webber(5)

  
2009
  
227,277
           
126,653
  
353,930
 

  2008  389,423  50,000  655,500  300,750  78,194  1,473,867 

(1)
Option and stock awards reflect the dollar amount recognized for financial statement purposes for 2008,aggregate grant date fair value computed in accordance with SFAS 123(R)FASB ASC Topic 718 and include awards from grants from prior fiscal years.granted in the respective year shown. Assumptions used in calculation of these amounts are included in note 11 to our audited financial statements for the fiscal year ended December 31, 20082009 included in our Annual Report on Form 10-K filed with the SEC. Stock awards

(2)
See Narrative below for description of "All Other Compensation."

(3)
Mr. ColeHaruki was appointed as Executive Chairman as of January 1, 2009 and Interim Chief Executive Officer as of May 14, 2009. The table above includes compensation earned by Mr. Haruki in all positions with the Company in 2009.

(4)
Mr. Durkin was hired as Chief Financial Officer as of April 15, 2009.

(5)
Mr. Webber served as our Chief Executive Officer from January 1, 2009 until May 14, 2009. In 2008, Mr. Webber held various positions, including Chief Operating Officer and Chief Financial Officer.

Narrative to Summary Compensation Table

        Mr. Haruki was appointed as Executive Chairman as of January 2009 and effective with such appointment he received $180,000 annual compensation in addition to the annual cash retainer for 2008 include 84,000directors of $27,000. In connection with such appointment, on March 9, 2009, Mr. Haruki was granted 20,000 Restricted Shares that vested upon his termination as(aggregate grant date fair value of December 31, 2008 pursuant to his employment agreement with us. See Potential Payments Upon Termination or Change-In-Control.

In 2006,$104,000 based on $5.20 per share) and 25,000 stock options for Mr. Cole (133,333 shares) were re-priced to increase the amount(aggregate grant date fair value in accordance with FASB ASC 718 of the$62,000). The stock options have an exercise price to be in compliance with Section 409(a) of $5.20 and vest annually over five years; the Internal Revenue Code of 1986, as amended. The re-pricing decreased the value of the options. Amounts shown reflect the original values ofRestricted Shares vest quarterly over five years and both the stock options whichand Restricted Shares will fully vest if there is a change-in-control of the Company as defined by the 2006 Plan. As of May 14, 2009, our Board of Directors approved the appointment of Mr. Haruki as Interim Chief Executive Officer and suggested that he receive an additional $60,000 of annual cash compensation for his additional responsibilities. Mr. Haruki subsequently informed the Compensation Committee that he has chosen to not receive the additional compensation at this time as offered by the Board because of the poor financial and cash situation of the Company. On August 3, 2009, Mr. Haruki was granted 56,000 Restricted Shares (aggregate grant date fair value of $406,000 based on $7.25 per share) under the



2006 Plan that vest quarterly over five years and will fully vest if there is a change-in-control of the Company (as defined in accordance with the requirements of SFAS 123(R)2006 Plan).

(2)
Amounts shown for

        Mr. Churchill was appointed as President and Chief Operating Officer on February 8, 2010. In 2009 and 2008, inhe was Senior Vice President/Business Development. "All Other Compensation" generally includefor Mr. Churchill includes automobile allowance, and the value of life insurance benefits. The amount for Mr. Cole for 2008 includes $464,700 consideration for termination, which is in accordance with his employment agreement. See Potential Payments Upon Termination or Change-In-Control. The amount for Mr. Cole for 2007 also includes $1,053,331 that was paid to him to compensate forbenefits, and the losschange in value of his participation in the Company's defined benefit pension plan (seeAdditional Narrative Disclosure, below). The auto allowance was abolished as of November 1, 2009 and the defined benefit pension plan was frozen as of December 31, 2009. In March 2009, most all employees, including Mr. Churchill took a 10% salary cut. On August 3, 2009, Mr. Churchill was granted 48,000 Restricted Shares (aggregate grant date fair value of $348,000 based on $7.25 per share) under the 2006 Plan that vest quarterly over five years and will fully vest if there is a change-in-control (as defined in the 2006 Plan).

        Mr. Durkin was hired by us effective April 14, 2009 as our Chief Financial Officer. He was granted 20,000 stock options. See CD&A—Taxoptions (aggregate grant date fair value in accordance with FASB ASC Topic 718 of $77,800) and Accounting Implications.15,000 Restricted Shares. The amountstock options have an exercise price of $7.78 and vest annually over five years; the Restricted Shares vest ratably over five years based on performance criteria set by the Compensation Committee; and both the stock options and Restricted shares will fully vest if there is a change-in-control of the Company as defined by the 2006 Plan. In 2009, performance criteria were not set for vesting of 3,000 Restricted Shares and the shares will carry over to future periods for vesting. The aggregate grant date fair value assuming that the highest level of performance will be achieved is $116,700 (stock price on April 15, 2009 of $7.78 per share). On August 3, 2009, Mr. Durkin was granted 48,000 Restricted Shares (aggregate grant date fair value of $348,000 based on $7.25 per share) under the 2006 Plan that vest quarterly over five years and will fully vest if there is a change-in-control (as defined in the 2006 Plan). "All Other Compensation" for Mr. Durkin includes the value of life insurance benefits and reimbursement for moving expenses incurred.

        Mr. Webber includes certain living expense paid, and in 2006 and 2007 certain moving expense paid pursuant to his employment agreement. The 2006 amount for Mr. Rickert includes $105,000 paid for income tax liabilities.

(3)
Mr. Cole's employment with us terminated on December 31, 2008. He had served aswas our President and Chief Executive Officer (principal executive officer) from 2003.

(4)
Mr. WebberJanuary 1, 2009 until his departure in May 2009. In 2008, he was employed by us as Senior Vice President and Chief Financial Officer effective May 1, 2006. Onuntil March 3, 2008 when he was promoted to Executive Vice President and Chief Operating Officer, and he continued to serve as our Chief Financial Officer. As of January 1,Upon Mr. Webber's termination in May 2009, Mr. Webber was appointedhis stock option agreements for 102,000 stock options were modified to the position of our Presidentfully vest immediately and Chief Executive Officer.

(5)
Includes amounts earned by Mr. Churchill as Vice President/ Community Development and Vice President/Planning of Kapalua Land Company, Ltd., a wholly-owned subsidiary of us. Mr. Churchill was promotedhis restricted stock agreements were modified to Senior Vice President in March 2007.

        Employment Agreements:    We had an employment agreement with David C. Cole and we have an employment agreement with Robert I. Webber.

        David C. Cole.    Mr. Cole had an employment agreement with us to serve as our President and Chief Executive Officer, effective October 15, 2003, continuing for an indefinite term at the pleasurefully vest immediately without attaining pre-set performance criteria. The fair value of the Boardmodified stock compensation grants as of Directors. Pursuant to the employment agreement, Mr. ColeMay 14, 2009 in accordance with FASB ASC 718 was appointed as a director upon the approval by the shareholders, in December 2003,$543,000. The original grant date fair value of the expansion of the size of the Board. He was appointed Chairman of our Board in March 2004.

        The employment agreement with Mr. Cole included a base salary of $450,000 per year, with his performance to be reviewed annually by the Board to determine if an increase is warranted. In April 2006, after reviewing Mr. Cole's employment agreement and a study of Mr. Cole's position by Towers Perrin, an outside compensation consulting firm, the Compensation Committee increased Mr. Cole's base salary by $100,000, approved a $50,000 bonus payable in October 2006, granted Mr. Cole 100,000 performance-based Restricted Shares, with a three-year vesting period from 2007 to 2009, and granted Mr. Cole stock options to purchase 200,000 shares of Common Stock, with a three-year vesting period from October 2006 to October 2009. With respect to the 2006 grant of Restricted Shares, up to 33,333 (33,334 in the last vesting period) shares shall vest following each of the fiscal years ending December 31, 2007, 2008 and 2009, subject to the achievement of certain agreed-upon performance measures for each period. For fiscal 2007, the performance measures adopted by the Compensation Committee included the achievement of a certain net income threshold and the achievement of up to seven specific value accelerator transactions. In 2007, the net income threshold was not achieved, but two of the value accelerator transactions were accomplished resulting in the vesting of 16,000 Restricted Shares. Specific performance criteria for fiscal years 2008 and 2009 were to be established by the Compensation Committee prior to the end of the first quarter of each fiscal year, as applicable.

        In December 2003, in connection with his employment agreement, we issued to Mr. Cole 100,000 Restricted Shares and 200,000 nonqualified stock options. With respect to the 2003 grant of Restricted Shares, Mr. Cole's 100,000 Restricted Shares vested at the rate of up to 25,000 shares per fiscal year from 2004 through 2007, subject to the achievement of certain agreed-upon performance measures based on return on investment. With respect to fiscal year 2007, there were no Restricted Shares vested and 30,750 Restricted Shares remaining in the plan were cancelled in February 2008; 30,075 Restricted Shares were subject to a modification of the grant of Restricted Shares and vested based upon 2006 performance goals that were achieved in March 2007; 14,175 and 25,000 Restricted Shares, respectively, were vested by the Compensation Committee with respect to 2005 and 2004 performance measures. See "Option Exercises and Stock Vested" table.

        The agreement provided if Mr. Cole's employment is terminated without "cause" or if he resigns for "good reason," he will be entitled to a severance payment of $450,000, in addition to any salary earned through the date of termination or resignation, the immediate vesting of all unvested Restricted Shares and stock options was $1,548,000. The stock options were not exercised and the right to exercise vested options forexpired in November 2009. Mr. Webber's severance package also included cash payments of $150,000 over approximately six months, following termination,which is included in addition to all other amounts earned or accrued but not paid and any vested employee benefits.

        Mr. Cole will be entitled to indemnity pursuant to applicable law and our current Bylaws and resolutions in effect as to the most favorably indemnified officer or director, or if more favorable, the terms of such Bylaws or resolutions as may later become effective. Mr. Cole will comply with our existing policies on conflicts of interest and business ethics, and will have standard confidentiality and invention assignment obligations. For a one-year period after Mr. Cole's employment is terminated, he agrees not to solicit or encourage our employees or contractors to leave us (without Board approval), or to solicit or encourage current or prospective customers to cease or reduce their business with us.

        Mr. Cole's employment with us terminated on December 31, 2008. See "Potential Payments Upon Termination or Change-in-Control—David C. Cole""All Other Compensation" for a summary of the payments he received upon termination of his employment.


        Robert I. Webber.2009. "All Other Compensation" for Mr. Webber has an employment agreement with us to serve as our Chief Financial Officer and Senior Vice President of Business Development. The term of the agreement is from May 1, 2006 to April 30, 2008, subject to extensions for successive additional year periods. The material terms of the employment agreement included an annual first year salary of $300,000, with a $50,000 signing bonus and a $50,000 guaranteed first-year incentive payment after one year of employment. See "Summary Compensation Table." Beginning the second year of employment and every year thereafter, Mr. Webber's bonus shall be based upon the achievement of criteria and in amounts as set forth in a bonus plan established by the Compensation Committee, with the understanding that, barring unforeseen business issues, Mr. Webber's annual incentive bonus payment shall be a minimum of $50,000. His annual salary for his second year of employment was $350,000, with any annual incentive pay to be negotiated. In addition, Mr. Webber will be eligible to participate in all of our benefit programs and will be entitled to up to $36,000 annually as a supplemental cash payment to cover education, travel and other expenses. Pursuant to the employment agreement, Mr. Webber was granted options to purchase 25,000 shares of common stock (at the closing market price of our Common Stock on May 8, 2006) that will vest at 20% per year over a five-year period, and 25,000 Restricted Shares that will vest over a five-year period based upon certain performance metrics. Up to 5,000 Restricted Shares shall be available to vest following each of the fiscal years ending December 31, 2006, 2007, 2008, 2009 and 2010 provided, that the performance criteria for the applicable fiscal year is achieved, as determined in the sole and complete discretion of the Compensation Committee. Specific performance criteria for fiscal years 2007 to 2010 are established by the Compensation Committee prior to the end of the first quarter of each fiscal year, as applicable. In March 2007, 4,955 Restricted Shares were subject to a modification of the grant of Restricted Shares and vested based upon 2006 performance goals that were achieved in 2007. The performance criteria with respect to fiscal year 2007 included the achievement of a certain net income threshold and up to seven specific value accelerator transactions. In 2007, the net income threshold was not met, but two of the value accelerator transactions were achieved resulting in vesting of 4,000 Restricted Shares.

        In March 2008, Mr. Webber was promoted to the position of our Executive Vice President and Chief Operating Officer, and continued to serve as our Chief Financial Officer. Also in March 2008, the employment agreement was amended to extend the term until April 30, 2010 and to increase Mr. Webber's annual base salary to $400,000. Additionally, Mr. Webber was granted 25,000 Restricted Shares that would vest based on performance criteria set by the Compensation Committee. The performance criteria set for 2008 included achievement of a certain net income threshold and certain value accelerator transactions. These performance criteria were not achieved in 2008 and there was no vesting of Restricted Shares.

        If Mr. Webber's employment is terminated for any reason other than "cause," or voluntary resignation, Mr. Webber will receive one year of base salary as separation pay and the vesting of all stock options (but not unvested Restricted Shares) will be accelerated. See "Potential Payments Upon Termination or Change-in-Control—Robert I. Webber."

        Pursuant to Mr. Webber's employment agreement, "cause" consists of any of the following:


Grants of Plan-Based Awards

        The following table sets forth each equity award granted to our Named Executive Officers during the year ended December 31, 2008.

 
  
 Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
 Estimated Future Payouts
Under Equity Incentive
Plan Awards
 All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
  
  
 
 
  
 Exercise or
Base Price
of Option
Awards
($/sh)
 Grant Date
Fair Value
of Stock
and Option
Awards(2)
 
Name
 Grant
Date
 Threshold
($)
 Target
($)
 Maximum
($)
 Threshold
(#)
 Target
(#)
 Maximum
(#)
 

Robert I. Webber

  3/3/08              25,000(1)         $655,500 

  12/8/08                    75,000  9.15 $300,750 

(1)
Up to 5,000 shares shall vest following each of the fiscal years ending December 31, 2008 through 2012 based upon the achievement of certain performance criteria for the applicable years. The performance criteria will be set during the first quarter of the applicable year.

(2)
Amounts represent the estimated total fair value of stock and options awards granted in 2008 under SFAS 123(R). Based on the MLP stock price on March 9, 2009,also includes the value of the March 3, 2008 Restricted Share award was approximately $130,000life insurance benefits, automobile allowance, living expense, and the change in value of his participation in the December 8, 2008 stock option award was approximately $104,000.
Company's defined benefit pension plan. Mr. Webber forfeited all pension benefits upon his departure in 2009 because he did not meet the vesting requirements.

Additional Narrative to Summary Compensation Table and Grants of 2008 Plan-Based AwardsDisclosure

        See "Compensation Discussion and Analysis" and "Employment Agreements" above for descriptions of compensation arrangements pursuant to which the amounts listed under the Summary Compensation Table were paid or awarded and the criteria for such payment, including targets for payment of annual incentives, as well as performance criteria on which such payments were based. The Compensation Discussion and Analysis also describes the equity awards.

        Except as otherwise noted, all stock options vest ratably over five years beginning on the grant date, with the first vesting occurring one year from the date of grant.


Outstanding Equity Awards at Fiscal Year-End

        The following table sets forth information regarding each unexercised option and unvested stock award held by each of our named executive officers as of December 31, 2008.

 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 Option
Exercise
Price ($)
 Option
Expiration
Date
 Equity
Incentive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
rights That
Have Not
Vested (#)
 Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
rights That
Have Not
Vested ($)
 

David C. Cole

  133,333    $27.60  6/30/2009(1)      

  200,000    $38.04  6/30/2009(1)      

  

                   

Robert I. Webber

  10,000  15,000 $38.04  5/8/2016  41,045(2)$551,234 

  8,000  12,000 $30.25  11/6/2016       

     75,000 $9.15  12/8/2018       

  

                   

Fred W. Rickert

  4,000  1,000 $33.09  5/3/2014    $ 

  8,000  2,000 $33.10  7/1/2014       

  4,800  1,200 $29.80  9/23/2014       

  2,000  3,000 $38.04  5/8/2016       

  

                   

Ryan L. Churchill

  4,000  1,000 $37.99  3/30/2014  10,000(3)$134,30 

  4,000  1,000 $33.09  5/3/2014       

  6,000  4,000 $27.25  11/4/2015       

  2,000  8,000 $27.60  11/5/2017       

(1)
Pursuant to Mr. Cole's employment agreement, upon his termination as of December 31, 2008, all of his unvested stock options vested; and in accordance with the stock option agreements, the options expire six months after termination of employment. See "Potential Payments Upon Termination or Change-In-Control."

(2)
10,000 Restricted Shares become available to vest each year through 2010 and 5,000 Restricted Shares become available to vest in 2011 and 2012. In 2008, there were no Restricted Shares vested and 11,045 Restricted Shares are carried over and will be available to vest in 2009.

(3)
3,000 Restricted Shares become available to vest each year from 2007 through 2011.

(4)
Except as otherwise noted, stock options vest at a rate of 20% annually over a five year period.

Option Exercises and Stock Vested

        The following table sets forth stock awards that vested for our named executive officers for the year ended December 31, 2008. There were no stock option exercises by the named executive officers in 2008.

 
 Option Awards Stock Awards 
Name
 Number of
Shares
Acquired on
Exercise (#)
 Value Realized
on Exercise ($)
 Number of
shares
Acquired on
Vesting (#)
 Value Realized
on Vesting ($)
 

David C. Cole(1)

        84,000 $1,128,120 

Ryan L. Churchill(2)

        2,000 $24,920 

(1)
Pursuant to Mr. Cole's employment agreement, all of his unvested Restricted Shares vested upon termination of his employment on December 31, 2008.

(2)
In 2007, Mr. Churchill earned 2,000 more shares than were available for vesting. The shares vested at the end of 2008 without further performance, but were contingent on continued employment.

Pension Benefits

        The following table sets forth estimated pension benefits for our named executive officers as of December 31, 2008.

Name
 Plan Name Number of
Years Credited
Service(1)
 Present Value of
Accumulated
Benefits ($)(2)
 Payments During
Last Fiscal Year
($)
 
David C. Cole Maui Land & Pineapple Company Pension Plan for Non-Bargaining Unit Employees  4.17 $61,877   

 

 

Maui Land & Pineapple Company Supplemental Executive Retirement Plan

 

 

4.17

 

$

163,652

 

 


 

  

 

 

 

 

 

 

 

 

 

 

 

 

Robert I. Webber

 

Maui Land & Pineapple Company Pension Plan for Non-Bargaining Unit Employees

 

 

1.67

 

$

26,887

 

 


 

 

 

Maui Land & Pineapple Company Supplemental Executive Retirement Plan

 

 

1.67

 

$

19,265

 

 


 

  

 

 

 

 

 

 

 

 

 

 

 

 

Fred W. Rickert

 

Maui Land & Pineapple Company Pension Plan for Non-Bargaining Unit Employees

 

 

3.67

 

$

90,964

 

 


 

 

 

Maui Land & Pineapple Company Supplemental Executive Retirement Plan

 

 

3.67

 

$


 

 


 

  

 

 

 

 

 

 

 

 

 

 

 

 

Ryan L. Churchill

 

Maui Land & Pineapple Company Pension Plan for Non-Bargaining Unit Employees

 

 

7.17

 

$

33,340

 

 


 

 

 

Maui Land & Pineapple Company Supplemental Executive Retirement Plan

 

 

7.17

 

$


 

 


 

(1)
Credited Benefit Service counts from date of plan participation, which is the first day of the month coincident with or next following one year of employment.

(2)
Assumptions:
Discount Rate6.25%
Mortality
Post-retirementRP-2000 Combined Healthy Participant Table projected to 2008 by scale AA
Pre-retirementNone
Retirement Age62 (age when unreduced benefit available) or current age, if older

        Compensation covered by theOur Pension Plan for Non-Bargaining Unit Employees, or the Pension Plan, and theis a defined benefit pension plan covering all of our non-bargaining salaried employees including executive officers. We also have a Supplemental Executive Retirement Plan, or SERP, iscovering Pension Plan benefits of an employee that were reduced because of (i) the maximum annual benefit limitation or (ii) the maximum compensation limitation. Effective November 1, 2008, by amendment to the Pension Plan and the SERP employees hired after October 31, 2008 were no longer eligible to participate in the benefit



plans; and effective December 31, 2009, the Pension Plan and the SERP were frozen such that there are no further benefits accruing to the participants.

        Compensation covered by the Pension Plan or SERP, was generally only base salary. Retirement benefits are computed based on each participant's years of credited service with us, age, earnings and retirement date, and are not subject to any deduction for social security or other offset amounts. Normal retirement age for participants is 65 with provisions for retirement as early as 55. Benefits are payable as a qualified joint and survivor annuity with options for benefits in other annuity forms. Vesting is 100% after five years of service. When the benefits of an employee under the pension plan are reduced because of (1) the maximum annual benefit limitation or (2) the maximum compensation limitation, the SERP provides an additional benefit to make up the difference.

        TheMr. Churchill is a participant in the Pension Plan and the SERP provide for early retirement benefits for participants who are at least 55SERP. He had 8.2 years of age and have at least five years of eligibility service. Mr. Cole terminated employment on December 31, 2008. His early retirement benefits of $21,183 (annual) commenced effective January 1, 2009 (but with the first six months of payments delayed until July 1, 2009 pursuant to IRC 409A) under the Supplemental Executive Retirement Plan and February 1, 2009 under the Pension Plan for Non-Bargaining Unit Employees.

Nonqualified Deferred Compensation

        As of and for the Year Ended December 31, 2008

Name
 Executive
Contribution
in Last FY ($)
 Registrant
Contribution
in Last FY ($)
 Aggregate
Earnings (Loss)
in Last FY ($)
 Aggregate
Withdrawals/
Distributions
($)
 Aggregate
Balance at
Last FYE ($)
 

David C. Cole

 $196,920 $ $(1,046,987)$ $1,189,016 

        We maintained a non-qualified deferred compensation plan whereby management employees, including all of the executive officers, can make pre-tax deferral of up to 30% of their salary and 100% of any cash bonus. The plan ceased operationscredited benefit service as of December 31, 20082009 and all moniesthe present value of his accumulated benefit was approximately $48,673. Messrs. Haruki and Durkin were returnednot eligible to participate in the Pension Plan or the SERP because of the plan participants on February 1, 2009. Earnings on compensation deferred under this plan were tied toamendment disallowing participation for employees hired after October 31, 2008. Mr. Webber does not have any accrued benefits from the performance of mutual funds, which were substantiallyPension Plan or the same funds as those in our 401(k) plan, andSERP because he did not earn interest at a fixed rate.have sufficient years of service for vesting.

Potential Payments Upon Termination or Change-in-ControlIncentive Based Compensation

        The amounts shown assume that termination occurred on December 31, 2008 and do not include normal payroll and vacation amounts earned, but not paid as of that dateIn 2009, there were no annual incentive plans in place for the executive officers or termination benefits available generally to all salaried employees.

        David C. Cole.    Mr. Cole's employment with us terminated on December 31, 2008. His employment agreement provided that if Mr. Cole's employment is terminated for "cause," he will be entitled only to salary earned through the date of termination, any vested restricted shares, and any other vested employee benefits. If Mr. Cole's employment is terminated without "cause" or he resignsemployees. In addition, as mentioned above, the Compensation Committee did not set performance criteria for "good reason," he will be entitled to a severance payment of $450,000, in addition to any salary earned through the date of termination or resignation, the immediate vesting of all unvested restricted shares and stock options, and the right to exercise vested options for six months following termination, in addition to all other amounts earned or accrued but not paid and any vested employee benefits. For purposes of determining severance payments and other benefits post-termination to Mr. Cole, we have agreed to treat Mr. Cole's resignation as a termination without cause under Mr. Cole's employment agreement. Mr. Cole will receive $464,700 in 26 bi-weekly installments and continuation of health care benefits through December 31, 2009. Pursuant to termination provisions of Mr. Cole's employment agreement, 84,000 Restricted Shares vested and the vesting of 66,664 stock optionsrestricted shares for Mr. Durkin or for Mr. Churchill, who has restricted shares granted in a previous year that vest at a rate of 3,000 shares per year based on performance criteria. Therefore, no performance based restricted shares vested in 2009. Incentives based on performance criteria were accelerated upon termination, whichnot deemed appropriate by the Compensation Committee in 2009 because of the numerous changes taking place in our operations, management and financial outlook. The time vesting restricted shares granted to the executive officers and to other management employees in 2009 was intended to partially compensate them for salary and benefit reductions.

        In 2008, the annual bonus incentive objective for the CEO and CFO included (a) achieving net income of $5.3 million in combination with (b) "pre-allocation operating income" (POI) of $19.6 million. Pre-allocation operating income is income before taxes, interest, corporate service cost, and non-routine land transactions. These financial targets were valued at $772,600 in accordance with SFAS 123(R).not met and no annual stock-based incentive was awarded to the CEO or the CFO. There was no annual cash incentive plan established for the CEO and CFO for 2008, but based on Mr. Webber's employment agreement, he received a cash bonus of $50,000 for 2008.

        The 2008 annual bonus incentive objectives for Mr. Churchill included (a) the achievement of certain real estate sales thresholds and other specified revenue increases over 2007; (b) complete construction of various facilities for the Company's operations; and (c) achieve planned profit level for the Community Development operating segment. The objectives were partially met, but due to the poor overall financial performance of the Company, the Compensation Committee chose to not approve an annual bonus for Mr. Churchill.


        Robert I. Webber.Outstanding Equity Awards at Fiscal Year-End    Termination payments are agreed to pursuant to his employment agreement, which is summarized above. See "Employment Agreements—Robert I. Webber."

        The following table sets forth information regarding each unexercised option and unvested stock award held by each of our Named Executive Officers as of December 31, 2009.

Executive benefits and
payments upon termination
 Death or
disability
 Termination
for cause
 Voluntary
termination
 Termination
without cause
or for good
reason
 Termination in
connection
with change in
control
 Change in
control
without
termination
 

Base salary

 $400,000 $ $ $400,000 $400,000 $ 

Restricted Shares accelerated

                 551,000 

Stock options accelerated(1)

        321,000  321,000   
              

Total

 $400,000 $ $ $721,000 $721,000 $551,000 
              

 
 Option Awards Stock Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
 Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 Option
Exercise
Price ($)
 Option
Expiration
Date
 Equity
Incentive Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
rights That
Have Not
Vested (#)
 Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
rights That
Have Not
Vested ($)(4)
 

Warren H. Haruki

    25,000 $5.20  3/9/2019  67,650(1)$375,458 

Ryan L. Churchill

  
5,000
  
 
$

37.99
  
3/30/2014
  
43,200

(1)

$

239,760
 

  5,000   $33.09  5/3/2014  10,000(2)$55,500 

  8,000  2,000 $27.25  11/4/2015       

  4,000  6,000 $27.60  11/5/2017       

John P. Durkin

  
  
20,000
 
$

7.78
  
4/15/2019
  
43,200

(1)

$

239,760
 

              15,000(3)$83,250 

(1)
represents intrinsic value of non-vested options inRestricted Shares vest quarterly through June 2013.

(2)
Restricted shares vesting through 2012 based on performance criteria to be set by the money atCompensation Committee.

(3)
Restricted shares vesting through 2013 based on performance criteria to be set by the Compensation Committee.

(4)
Based on December 31, 2008.2009 closing price of MLP of $5.55 per share.

(5)
Stock options vest at a rate of 20% annually over a five year period.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We have a 51% ownership interest in Kapalua Bay Holdings, LLC, or Bay Holdings, the owner and developer of The Residences at Kapalua Bay. The other members of Bay Holdings, through wholly owned affiliates, are Marriott International Inc., which owns a 34% interest in Bay Holdings, and Exclusive Resorts LLC, which owns the remaining 15% interest in Bay Holdings. Stephen M. Case, a director and our largest shareholder, is the Chairman, Chief Executive Officer, and indirect beneficial owner of Revolution LLC, which is the indirect majority owner of Exclusive Resorts LLC, and thus Mr. Case may be deemed to have a beneficial interest in Bay Holdings.

        In April 2007, the sale of approximately 181 acres of land located in Maui, Hawaii to Ryan L. Churchill, our Senior Vice President/Corporate Development closed escrow and we recognized a pre-tax gain of $2.8 million. In February 2007, the $4.1 million sale ($4.0 million pre-tax gain) of approximately 157 acres of Upcountry Maui land to David C. Cole our Chief Executive Officer (through December 31, 2008) closed escrow. Prior to the closing of the latter sale, we leased a 3,500 square foot residence that is located on the property to Mr. Cole for $1,500 per month, which represented the fair value. The properties had been earmarked for sale in 2004 as part of the real estate that is considered non-core to our operations.

        In June 2005, we purchased a residential property in Maui, Hawaii that includes a house and cottage on approximately 4 acres of land for $2.6 million. The property was purchased for use by our executives and is presently being leased to our current President and CEO for $3,500 per month under a lease agreement through mid-2010.

Review, Approval or Ratification of Transactions with Related Persons

        The land sale transactions described above were structured in compliance with our policy for related party real estate sales. Such policy requires an independent appraisal of the property value, allows for a 3% discount to the sales price in lieu of broker's commissions, and requires review and approval of the sales price by the Audit Committee of the Board of Directors. The Audit Committee reviewed the appraisals and the terms of the agreements with the other independent directors of the Board of Directors, and the sales were approved by all such independent directors.


        Our policy with regard to related party transactions is that all material transactions are to be reviewed by the Audit Committee for any possible conflicts of interest. A "related party transaction" is defined to include any transaction or series of transactions exceeding $120,000 in which we are a participant and any related person has a material interest. Related persons would include our directors, executive officers (and immediate family members of our directors and executive officers), and persons controlling over five percent of our outstanding common stock. The Audit Committee will generally evaluate the transaction in terms of: (i) the benefits to us; (ii) the terms of the transaction; and (iii) the terms available to unrelated third parties or to employees generally. The Audit Committee will



generally seek consensus of the transaction from the independent directors. In the event a transaction relates to a member of our Audit Committee, that member will not participate in the Audit Committee's deliberations.


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act requires our officers and directors and beneficial owners of more than 10% of our Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of such reports. To our knowledge, based solely upon a review of such reports and amendments thereto received by us during or with respect to its most recent fiscal year and upon written representations regarding all reportable transactions, we did not identify any such required report that was not timely filed, except as follows: David C. Cole, Robert I. Webber and Ryan L. Churchill each filed a Form 4 late on March 5, 2008.filed.

BY ORDER OF THE BOARD OF DIRECTORS

ADELE H. SUMIDA
Secretary

Kahului, Maui, Hawaii
April 6, 2009


ADELE H. SUMIDA
Secretary

Kahului, Maui, Hawaii
April 19, 2010


THIS PROXY WILL BE VOTED AS DIRECTED. IF THE PROXY IS PROPERLY SIGNED


Appendix A

Articles of Amendment


DEPARTMENT OF COMMERCE AND RETURNED AND NO DIRECTIONS ARE GIVEN, THE VOTE WILL BE IN FAVORCONSUMER AFFAIRS
STATE OF ALL PROPOSALS BELOW. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.HAWAII
ARTICLES OF AMENDMENT

ARTICLE I
NAME

        The name of the Corporation is MAUI LAND & PINEAPPLE COMPANY, INC.


ARTICLE II
AMENDMENTS

        Paragraph (a) of Article IV of the Corporation's Restated Articles of Association is amended and restated in its entirety as follows:

        Paragraph (b) of Article V of the Corporation's Restated Articles of Association is amended and restated in its entirety as follows:


ARTICLE III
OUTSTANDING SHARES

        The total number of shares outstanding is                        .


ARTICLE IV
ADOPTION OF AMENDMENTS

        The amendment to paragraph (a) of Article IV was adopted at a meeting of the shareholders held on May 13, 2010. Of the                        outstanding shares of common stock of the Corporation, constituting the sole voting group,                         votes were entitled to be cast,                         shares were voted for the amendment and                        shares were voted against the amendment.

        The amendment to paragraph (b) of Article V was adopted at a meeting of the shareholders held on May 13, 2010. Of the                        outstanding shares of common stock of the Corporation, constituting the sole voting group,                        votes were entitled to be cast,                         shares were voted for the amendment and                        shares were voted against the amendment.

        The undersigned certifies under the penalties of Section 414-20, Hawaii Revised Statutes, that the undersigned has read the above statements and that the same are true and correct.

Signed this            day of May 2010.

  Please mark
your votes as

Warren H. Haruki
indicated in
this example
ýChairman & Interim Chief Executive Officer
    FOR
ALL
 WITHHOLD
FOR ALL
 *EXCEPTIONS     FOR AGAINST ABSTAIN
1. To elect the nominees listed below as Class One Directors to serve for a three-year term or until their successors have been elected and qualified: o o o 2. To ratify the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year 2009. o o o
  01    Stephen M. Case
02    David C. Cole
03    Walter A. Dods, Jr.
04    Fred E. Trotter, III
         
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box above and write that nominee's name in the space provided below.)          

*Exceptions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Mark Here for Address
Change or Comments
SEE REVERSE
o
Signature

Signature
Date
NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

á  FOLD AND DETACH HERE  áYOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

WE ENCOURAGE YOU TO TAKE ADVANTAGE OF INTERNET OR TELEPHONE VOTING,We encourage you to take advantage of Internet or telephone voting.
BOTH ARE AVAILABLEBoth are available 24 HOURS A DAY,hours a day,DAYS A WEEK.days a week.

Internet and telephone voting areis available through 11:59 PM Eastern Time
the day prior to the shareholder meeting date.



  
INTERNET
http://www.proxyvoting.com/mlp
LOGO Use the Internet to vote your proxy. Have your
proxy card in hand when you
access the web site.


 

 

OR

 

 


TELEPHONE
1-866-540-5760
  Use any touch-tone telephone to vote
your proxy.
Have your proxy card in
hand when you call.


 

 

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

 

 

To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders
The Proxy Statement and the 2008 Annual Report to Stockholders are available at:
http://bnymellon.mobular.net/bnymellon/mlp

 

Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

â FOLD AND DETACH HERE â

THIS PROXY WILL BE VOTED AS DIRECTED. IF THE PROXY IS PROPERLY SIGNED AND RETURNED AND NO DIRECTIONS ARE GIVEN, THE VOTE WILL BE IN FAVOR OF ALL PROPOSALS BELOW. DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.Please mark your votes as
indicated in this example
ý


2. Election of Directors if
Proposal No.1
approved:


3. Election of Directors
if Proposal No.1 not
approved:


FOR
ALL


WITHHOLD
FOR ALL


*EXCEPTIONS


1.
To amend the Company's Restated Articles of Association to change the number of members of the Board of Directors to not less than five (5) nor more than nine (9) and to declassify the Board of Directors.


FOR

o


AGAINST

o


ABSTAIN

o
01 Stephen M. Case
02 Warren H. Haruki
03 David A. Heenan
04 Kent T. Lucien
08 David A. Heenan**
09 Kent T. Lucien**
10 Arthur C. Tokin**
ooo
05 Duncan MacNaughton
06 Arthur C. Tokin
07 Fred E. Trotter III
4. To amend the Company's Articles of Association to authorize an additional 20,000,000 shares of Common Stock.ooo
**This nominee will stand for election as a Class Two director only if the amendment to the Company's Restated Articles of Association to declassify the Board of Directors (Proposal No.1) is not approved.
5. To ratify the selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year 2010.ooo
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box above and write that nominee's number and name in the space provided below.)
The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement.


*Exceptions


















��Mark Here for
Address Change
or Comments
SEE REVERSE
o


Signature

Signature

Date

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

You can now access your Maui Land & Pineapple Company, Inc. account online.

Access your Maui Land & Pineapple Company, Inc. account online via Investor ServiceDirect® (ISD).

BNY Mellon Shareowner Services, the transfer agent for Maui Land & Pineapple Company, Inc., now makes it easy and convenient to get current information on your shareholder account.

View account statusView payment history for dividends
View certificate historyMake address changes
View book-entry informationObtain a duplicate 1099 tax form

Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time

Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-877-265-2648


ChooseMLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect® atwww.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.


        The undersigned hereby makes, constitutes and appoints ROBERT I. WEBBERJOHN P. DURKIN and ADELE H. SUMIDA and each of them as attorneys and proxies of the undersigned, with full power of substitution, for and in the name of the undersigned to represent the undersigned at the Annual Meeting of Shareholders of Maui Land & Pineapple Company, Inc. (the "Company") to be held at8:30 a.m. on Monday,Thursday, May 4, 2009,13, 2010, at The Ritz-Carlton,the Kapalua Village Center Conference Room in Lahaina, Maui, Hawaii, and any postponements or adjournments thereof, and to vote all shares of the stock of the Company standing in the name of the undersigned with all the powers the undersigned would possess if personally present at such meeting. This Proxy may be revoked by the undersigned at any time. The undersigned directs that this Proxy be voted as follows:



Address Change/Comments
(Mark the corresponding box on the reverse side)

 

BNY MELLON SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
  


(Continued and to be marked, dated and signed, on the other side)

 

 

 

 

 

 

 
  

á FOLD AND DETACH HERE á

You can now access your Maui Land & Pineapple Company, Inc. account online.

Access your Maui Land & Pineapple Company, Inc. stockholder account online via Investor ServiceDirect® (ISD).

        The transfer agent for Maui Land & Pineapple Company, Inc. now makes it easy and convenient to get current information on your stockholder account.

View account statusMake address changes
View certificate historyObtain a duplicate 1099 tax form
View book-entry informationEstablish/change your PIN

Visit us on the web at http://www.bnymellon.com/shareowner/isd
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time

www.bnymellon.com/shareowner/isd
Investor ServiceDirect®
Available 24 hours per day, 7 days per week

TOLL FREE NUMBER: 1-877-265-2648


Choose MLinkSM for fast, easy and secure24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on toInvestor ServiceDirect® atwww.bnymellon.com/shareowner/isd where step-by-step instructions will prompt you through enrollment.





QuickLinks

MAUI LAND & PINEAPPLE COMPANY, INC.
PROPOSAL 1 ELECTION OF DIRECTORSMATTERS TO BE VOTED UPON
DIRECTOR COMPENSATION Year Ended December 31, 20082009
PROPOSAL 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMProposal No. 3 will NOT be adopted if shareholders approve Proposal No. 1
OTHER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS STATE OF HAWAII ARTICLES OF AMENDMENT
ARTICLE I NAME
ARTICLE II AMENDMENTS
ARTICLE III OUTSTANDING SHARES
ARTICLE IV ADOPTION OF AMENDMENTS