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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.          )

Filed by the Registrantýx


Filed by a Party other than the Registranto


Check the appropriate box:

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Preliminary Proxy Statement


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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement


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Definitive Additional Materials


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Soliciting Material Pursuant tounder §240.14a-12


 

MAUI LAND & PINEAPPLE COMPANY, INC.

(Name of Registrant as Specified In Its Charter)


N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):

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(3)

(3)

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Fee paid previously with preliminary materials.


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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


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Persons who are to respond to the collection of information contained in this form are not
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GRAPHICLOGO


MAUI LAND & PINEAPPLE COMPANY, INC.

March 20, 2007April , 2010

To Our Shareholders:

I am        We are pleased to invite you to our 20072010 Annual Meeting of Shareholders, which will be held on Monday,Thursday, May 7, 200713, 2010 at 9:008:30 a.m. at the Company’s corporate headquartersKapalua Village Center Conference Room in Kahului,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 seven (7) members to our Board of Directors for a one-year term; (3) only if Proposal No. 1 is not approved, elect three Class Two 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 theour independent registered public accounting firm of the Company to serve for the 20072010 fiscal year; (iii) consideryear, and vote upon an amendment to the Articles of Association to authorize an additional 14,000,000 shares of the Company’s common stock; and (iv)(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.

We see this        This meeting asis 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 thereat the meeting should you be able to attend.

Sincerely,

/s/ David C. Cole

Sincerely,


David C. Cole



WARREN H. HARUKI
Chairman President & Chief Executive Officer



MAUI LAND & PINEAPPLE COMPANY, INC.
120 Kane Street, 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. (the “Company”) will be held onMonday,Thursday, May 7, 200713, 2010 at 9:008:30 a.m., local time, at the Company’s corporate headquarters at 120 Kane Street, Kahului,Kapalua Village Center Conference Room in Lahaina, Maui, Hawaii for the following purposes:

    1.
    To consider and vote upon an amendment to our Restated Articles of Association to change the number of members of our Board of Directors to not less than five (5) nor more than nine (9), and to declassify our Board of Directors:

    2.
    If Proposal No. 1 is approved, to elect Miles R. Gilburne,Stephen M. Case, Warren H. Haruki, David A. Heenan, and Kent T. Lucien, Duncan MacNaughton, Arthur C. Tokin, and Fred E. Trotter III as directors to serve for a one-year term or until their successors are elected and qualified;

    3.
    If Proposal No. 1 is not approved, to elect David A. Heenan, Kent T. Lucien and Arthur C. Tokin as Class Two Directors to serve for a three-year term or until their successors are elected and qualified;

    2.

    4.
    To consider and vote upon an amendment to our Restated Articles of Association to authorize an additional 20,000,000 shares of Common Stock;

    5.
    To ratify the appointment of Deloitte & Touche LLP as theour independent registered public accounting firm of the Company for fiscal year 2007;

    3.                To consider2010; and vote upon an amendment to the Articles of Association to authorize an additional 14,000,000 shares of the Company’s Common Stock; and

    4.

    6.
    To transact such other business as may be properly brought before the meeting or any postponement or adjournment thereof.

Our Board of Directors recommends 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. (AMEX:(NYSE: MLP) Common Stock at the close of business on March 14, 200712, 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,


/s/ Adele H. Sumida



ADELE H. SUMIDA


Secretary

Dated:  March 20 , 2007

Dated: April , 2010

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 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.
120 Kane Street, P. O. Box 187870 Haliimaile Road
Kahului,Makawao, Maui, Hawaii 96733-668796768-9768
(808) 877-3351

PROXY STATEMENT

General

General Information—Regarding the Annual Meeting

This proxy is solicited on behalf of the Board of Directors (the “Board of Directors” or the “Board”) of Maui Land & Pineapple Company, Inc., a Hawaii corporation, (the “Company”), for the 20072010 Annual Meeting of Shareholders, (the “Annual Meeting”)or the Annual Meeting, to be held onMay 7, 2007, 13, 2010, at 9:008:30 a.m., local time, at the Company’s corporate headquarters at 120 Kane Street, Kahului,Kapalua Village 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, 2006,2009, including financial statements, are first being mailed on or about March 26, 2007April 5, 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 the Company’s common stock,our Common Stock, no par value, (“Common Stock”), at the close of business on March 14, 2007 (the “Record Date”)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, of the Company, with each share entitling its owner to one vote per share.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 6, 2007.12, 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”"street name" by a broker, bank or other nominee, (collectively,collectively referred to in this Proxy Statement as a “Nominee”)"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 the executiveour administrative offices of the Company at 120 Kane Street, 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 8,153,9098,518,033 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 the



Company’s 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 the Company’sour Common Stock represented by properly executed proxies received by the Companyus 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’sBoard's seven nominees as directors; (3) if Proposal No. 1 is not approved, in favor of electing the Board's three nominees for director, (ii)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 (5) in favor of the ratification of Deloitte & Touche LLP as the Company’sour independent registered public accounting firm, and (iii) in favor of the amendment to the Articles of Association of the Company to authorize an additional 14,000,000 shares of the Company’s Common Stock.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

    Abstentions

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

    •
    ·abstention shares are deemed present and entitled to vote for purposes of establishing a quorum;

    ·

    •
    abstention shares will be treated as not voting for purposes of determining the outcome on any proposal for which the minimum vote required for approval of the proposal is a plurality (or a majority or some other percentage) of the votes actually cast, and thus will have no effect on the outcome; and

    ·

    •
    abstention shares will have the same effect as votes against a proposal if the minimum vote required for approval of the proposal is a majority (or some other percentage) of (i) the shares present and entitled to vote, or (ii) all shares outstanding and entitled to vote.

    Broker Non-Votes

If you are the beneficial owner of shares held in “street name”"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”"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 AmericanNew York Stock Exchange.Exchange, or NYSE. Thus, when no voting instructions are received and a Nominee lacks the discretion to vote on his or her clients’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"broker non-vote.”" We will treat broker non-votes as follows:

·

    •
    broker non-votes are deemed present and entitled to vote for purposes of establishing a quorum;


    •
    ·broker non-votes will not be treated as shares present and entitled to vote for purposes of any matter requiring the affirmative vote of a majority or other proportion of the shares present and


    entitled to vote (even though the same shares may be considered present for quorum purposes and may be entitled to vote on other matters). Thus, a broker non-vote will not affect the outcome of the voting on a proposal the passage of which requires the affirmative vote of a plurality (or a majority or some other percentage) of (i) the votes cast or (ii) the voting power present and entitled to vote on that proposal; and

    ·

    •
    broker non-votes will have the same effect as a vote against a proposal the passage of which requires an affirmative vote of the holders of a majority (or some other percentage) of the outstanding shares entitled to vote on such proposal.

Each        Other 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 CorporationCorporations Act, approval of each of the amendmentamendments to the Company’sCompany's Restated Articles of Association to increase the amount of authorized shares of Common Stockdescribed 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 5,433,1405,678,688 shares of the Company’s Common Stock as of the Record Date must be voted in favor of this proposaleach of Proposals No. 1 and 4 for the amendmentamendments contemplated thereby to be approved. AbstentionsBroker non-votes will not result and abstentions will have the same effect as votes against this proposal. Because this proposal is a discretionary matter, broker non-votes will not result for this proposal.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:

    •
    ·signing and returning another proxy card bearing a later date;

    ·

    •
    submitting another proxy on the Internet or by telephone (your latest telephone or Internet voting instructions are followed); or

    ·

    •
    giving written notice of revocation to the Company’sour Secretary prior to or at the Annual Meeting or voting at the annual meeting.

Your attendance at the Annual Meeting will not have the effect of revoking your proxy unless you give written notice of revocation to theour Corporate Secretary of the company before the polls are closed. Any written notice revoking a proxy should be sent to the Company’sCorporate Secretary at the Company’s principal executive office at 120 Kane Street, 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



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

The Company        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. The CompanyWe 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 of the Company.employees. No additional compensation will be paid to directors, officers or employees for such services. In addition, the Company hasWe have retained BNY Mellon InvestorShareholder Services LLC to assist in the solicitation of proxies forhelp us solicit proxies. We expect to pay BNY a fee of approximately $x,xxx, plus$6,000 for its services and will reimburse BNY for reasonable out-of-pocket expenses.

Shareholder Proposals Andand Nominations

Under Rule 14a-8 promulgated under the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”),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’syear's annual meeting. Thus, proposals of shareholders intended to be presented pursuant to Rule 14a-8 under the Exchange Act must be received at the corporateour executive offices of the Company on or before November 30, 2007December 6, 2010 in order to be considered for inclusion in the Company’sour proxy statement and proxy card for the 20082011 Annual Meeting.

The Company’s        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 Shareholdershareholder only to present such proposals or nominations before the meeting, not to have the proposals or nominations included in the Company’sour 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, theour President or the Secretary of the Company.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 20082011 Annual Meeting will be timely under our Bylaws only if received at the Company’s corporateour executive offices no earlier than January 7, 200813, 2011 and no later than February 6, 2008.12, 2011. However, if the 20082011 Annual Meeting is called for a date that is not within thirty days before or after May 7, 2008,13, 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 Company’s first mailing of the notice of the 2008our 2011 Annual Meeting or the date of the Company’s public disclosure of the date of the 2008our 2011 Annual Meeting, whichever is earlier.

To be in proper written form, a shareholder’sshareholder'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:

    •
    ·a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;

    ·

    •
    the name and record address of such shareholder;


    •
    ·the number of shares of our stock of the Company owned by such shareholder beneficially and of record;



    •
    ·a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; and

    ·

    •
    a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

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

    •
    ·the name, age, business address and residence address of the person;

    ·

    •
    the principal occupation or employment of the person;

    ·

    •
    the number of shares of our stock of the Company owned by the person beneficially and of record; and

    ·

    •
    any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; and as to the shareholder giving the notice:

    ·

    •
    the name and record address of such shareholder;

    ·

    •
    the number of shares of our stock of the Company owned by such shareholder beneficially and of record;

    ·

    •
    a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder;

    ·

    •
    a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and

    ·

    •
    any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

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

Any notice concerning proposals or nominations sought to be considered at an Annual Meeting should be addressed to the Company’sour Chairman, President or Secretary at 120 Kane Street, 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 the Company’sour Secretary at the foregoing address, by telephone at 808-877-3351,808-877-3895, facsimile 808-877-1614808-442-1172 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,”"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 the Company’sour Secretary at P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Maui, Hawaii 96733-668796768-9768 or by telephone at 808-877-3351808-877-3895 or e-mail at communications@mlpmaui.com.asumida@mlpmaui.com.


5
MATTERS TO BE VOTED UPON



PROPOSAL 1
ELECTION OF DIRECTORS

General Information—Election1:    Amendment of Directors

Ourthe Company's Articles of Association provides for a(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 authorizeswhen his or her successor has been duly elected and qualified."

        The Hawaii Corporation Business Act requires that the Boardterms 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 periodically setthe Articles, the number of directors, within thatthe range by a majority vote.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 numbereffect of authorized directors is currently set byapproving this Proposal 1 would be to declassify the Board and require that the terms of each Board member expire at nine. Our Articles of Associationthe next annual shareholders' meeting. In connection with our efforts over the last year to simplify our operations and the Bylaws of the Company also dividesreduce over all costs, our Board of Directors intobelieves 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.


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 Board of Directors currently consist of ten members in three classes, of directors consisting currently of three members in each class, 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 three directors whoseDirectors will consist of seven members who are elected for a one-year term of office expires in 2009. The second class consists of the three Class Two directors whose term expires in 2007. The third class consists of the three Class Three directors whose term of office expires in 2008.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 Two positions with theirthe Board of Directors for the term that ends at the annual shareholders' meeting in office to expire in 2010:2011: Messrs. Miles R. Gilburne,Stephen M. Case, Warren H. Haruki, David A. Heenan, Kent T. Lucien, Duncan MacNaughton, Arthur C. Tokin and David A. Heenan. Messrs. Lucien and HeenanFred E. Trotter III. All nominees except Mr. Tokin currently serve as Class Two directors. Mr. Thomas M. Gottlieb, who currently also serveson our Board of Directors.

        Under our Bylaws, no person is eligible to be elected as a Class Two director who has declinedattained his or her 70th birthday at the time of election, but the directors may create exceptions to standthis requirement by resolution. At the meeting of our Board of Directors that occurred on February 8, 2010, our Board of Directors passed a resolution to waive the age restriction with respect to Fred E. Trotter III for re-election because of scheduling conflicts with other business obligations.the one-year term that begins in 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 after the Annual Meeting. There are no family relationships among any directors of the Company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE THREE PERSONS NOMINATED BY THE BOARD FOR CLASS TWO DIRECTOR.

Class One Director—Terms expire in 2009:

David C. Cole (54)

Mr. Cole has served as President and Chief Executive Officer of Maui Land & Pineapple Company, Inc. since October 2003 and Chairman of the Board since March 2004. He served as Manager of Sunnyside Farms, LLC, an organic foods, retailing and property development company in Washington, Virginia from 1997 to 2006. Since 1997 Mr. Cole has been President of Aquaterra, Inc., an investment management firm that serves as managing general partner for Pan Pacific Ventures LP, Catalyst II LLC, and Aquaterra Partners, LLC, and Aquaterra Partners II, LLC, partnerships with interests in software, real estate, agriculture, retailing, renewable energy and consumer products. Mr. Cole has served in a variety of executive positions, including Chairman, President and CEO of Ashton-Tate Inc., a software company, Chairman of Twin Farms Collection, LLC, a luxury resort, and Chairman, President and CEO of NaviSoft, Inc., an online publishing software company that was acquired by America Online, Inc. (“AOL”) in 1994. From 1994 to 1997, he served as an officer of AOL, initially as President of AOL’s Internet Services Company and later


as President of AOL’s New Enterprises Group. Mr. Cole is the Chairman of the Board of Trustees for the Nature Conservancy of Hawaii and is a director of Hawaiian Electric Company, Inc. He serves on the boards of the privately held companies Hawaii Superferry, Inc., Sunrise Capital, LLC, and Grove Farm Company, Inc. He also serves on the boards of various community and non-profit organizations. Pursuant to the terms of his employment agreement with the Company, Mr. Cole was appointed to the Board to fill the vacancy that was created by the increase in Board size at a special meeting of shareholders held in December 2003 and appointed Chairman of the Board in March 2004.

Walter A. Dods, Jr. (65)

Mr. Dods has served as Chairman of BancWest Corporation, a bank holding company in Honolulu, Hawaii since January 2005. He has also served as Chairman of First Hawaiian Bank since 1989. Mr. Dods was Chairman and Chief Executive Officer of BancWest Corporation from 1998 through December 2004; Chairman and CEO 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 also serves on the Boards of Hawaiian Telcom Communications, Inc., 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 is the Hawaii Chairman of the Japan-Hawaii Economic Council and also serves on the boards of various community and non-profit organizations. Mr. Dods has been a director of the Company since October 2004.

Fred E. Trotter III (76)

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 company Waterhouse Inc. 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. Mr. Trotter has been a director of the Company since 1992.

Class Two Directors—Nominees for election at the Annual Meeting of Shareholders in 2007:2010. There are no family relationships among any of our directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE SEVEN PERSONS NOMINATED BY THE BOARD.

Miles R. Gilburne (55)

Stephen M. Case (51)Mr. GilburneCase has served as a managing member of ZG Ventures LLC, a venture capital firmdirector on our Board since January 2000.December 2008. Mr. Gilburne served as Senior Vice President of corporate development for America Online, Inc. (“AOL”) and continued to serve on the board of Time Warner, Inc. until stepping down 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 vice chairman of ePals Foundation, and a member of the Board of Directors of the Foundation for the National Institutes of Health and The Washington Shakespeare Theatre.


David A. Heenan (67)

Mr. HeenanCase 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 holdingRevolution LLC, an investment company for the Hong Kong-based Jardine Matheson from 1982 to 1995. Mr. Heenansince April 2005. He is also Chairman of Exclusive Resorts LLC, a director of Bank of Hawaii Corporation.membership-based luxury real estate company since November 2004. He was Chairman of the Company’s Board of Time Warner, Inc. from January 2001 to May 2003 to March 2004.2003. Mr. Heenan has been a directorCase was Chairman of the Company since 1999.

Kent T. Lucien (53)

Mr. Lucien has served as a Trustee of C. Brewer & Company, Ltd.Board and Subsidiaries, a privately held company headquartered in Honolulu, Hawaii, with operations in agriculture, real estate, and stevedoring since February 2006. He was Chief Executive Officer of Operations of C. Brewer and Co., Ltd. & SubsidiariesAmerica Online, Inc. from May 20011995 to January 2006; and Executive Vice President2001 and Chief FinancialExecutive Officer from 19911993 to 2001. From 1991 to August 2001, he also was President and a Director of ML Macadamia Partners, a New York Stock Exchange listed master limited partnership, which farmed over 7,000 acres of macadamia orchards. Mr. Lucien serves on the boards of Bank of Hawaii Corporation, and Wailuku Water Company, LLC. Mr. Lucien has been a director of the Company since May 2004.

Class Three Directors—Terms expire in 2008:

Duncan MacNaughton (63)

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 has been a director of the Company since May 2004.

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.

Warren H. Haruki (54)

(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., Hawaii Superferry, Inc. and various non-profit organizations.




Mr. Haruki was appointedHaruki'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 Company’s Board in March 2006 to fill the position left vacant by the resignationrole of Richard H. Cameron in May 2005.

Interim Chief Executive Officer.

John H. Agee (58)


David A. Heenan (70)



Mr. AgeeHeenan has served as Managing Director of Kulea LLC, a real estate investment firmdirector on our Board since July 2006. He1999. Mr. Heenan has served as Chief Financial Officera Trustee of the Dan and Stacey Case Family Foundation,The Estate of James Campbell, a private foundationtrust in Washington D.C.Honolulu, Hawaii since September 2002.1995. He was Chairman, President and Chief Executive Officer of Ka Po`e Hana LLC,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 private family investment entitydirector of Bank of Hawaii Corporation. He was the Chairman of our Board from May 20002003 to June 2006. March 2004.




Mr. AgeeHeenan 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 Adler Management LLC from 1986 to January 2000.ML Macadamia Partners, an NYSE- listed master limited partnership. Mr. AgeeLucien serves on the Boardsboards 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.

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.

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 Cote Family Companies,Haleakala Ranch Company, Hawaii National Bank and Parker Ranch, Inc. and Grove Farm Company,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., and various community and non-profit organizations.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. Agee has beenTrotter is a director of the Company since 2001.

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 American Stock ExchangeNYSE and the Company’s bylawsour Bylaws require that a majority of the Board be independent within the meaning of the listing standards of the American Stock Exchange.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 American Stock ExchangeNYSE and an evaluation of the transactions, if any, between the Companyus 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 One Director and was our Chairman, President and Chief Executive Officer until December 31, 2008, is not independent under the NYSE standards for independence, and will not be independent for five years following his employment with us; (2) Warren H. Haruki, who is a Class Three 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 major shareholderClass One 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, theOur Board of Directors has affirmatively determined that all nominees for election to the Board at the Annual Meeting,Messrs. Agee, Dods, Gilburne, Heenan, Lucien, MacNaughton, Tokin and all continuing directors,Trotter are independent pursuant to Section 121 of the American Stock Exchange Company Guide, exceptNYSE standards for David C. Cole, the President and Chief Executive Officer of the Company, and Mr. Haruki.independence.

Board Meetings and Committees; Annual Meeting AttendanceCommittees

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 the Companyour website at http://mauiland.com/.

In 2006, the2009, our Board of Directors held six meetings,5 meetings; the Audit Committee held five meetings,5 meetings; the Compensation Committee held seven meetings and the Nominating and Governance Committee each held one1 meeting. The Board of the Directors and each committee conduct annual self-evaluations of their effectiveness. In 2006,2009, all directors except Messrs. Heenan and Dods attended at least 75% of the aggregate meetings of the Board and committees on which they serve. The independentnon-management directors met threefour times in executive session in 2006.2009 with Mr. Heenan, the lead independent director, presiding at such meetings. Board members are encouraged, but not required, to attend the Company’sour Annual Meeting of Shareholders. The Company’s 2006Our 2009 Annual Meeting of Shareholders was attended by all directors.of our directors serving at that time with the exception of Mr. Heenan.

Audit Committee

Members of the Audit Committee are Messrs. Lucien (Chairman), GottliebAgee and Heenan. All of the Audit Committee members are independent from the Companyus and itsour management, as defined by the listinglisted company standards of the American Stock ExchangeNYSE and by the rules of the Securities and Exchange Commission, (“SEC”).or SEC. The Board of Directors has determined that Mr. Lucien is an audit"audit committee financial expertexpert" as defined in the rules and regulations of the SEC.

The Audit Committee is responsible for, among other things, monitoring the integrity of the Company’sour consolidated financial statements, itsour system of internal accounting controls and financial

9



reporting processes, and the overall performance of itsour internal auditors. The Audit Committee is also responsible for hiring, determining compensation for, and reviewing the independence and performance of, the Company’sour independent auditors.registered public accounting firm. See “Audit"Audit Matters—Report of the Audit Committee”.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 listinglisted company standards of the American Stock Exchange.NYSE.

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



Compensation recommendations regarding the executive officers (except for the President & CEO)Chief Executive Officer) and directors are generally provided to the Compensation Committee by Mr. Cole,our Chief Executive Officer, and approved by the Company’s President & CEO.Compensation Committee. Our 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 the Company’sour 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 the Company’sour 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 listinglisted company standards of the American Stock Exchange.NYSE.

The Nominating and Governance Committee identifies, evaluates, and recommends qualified candidates to theour Board of Directors for nomination and election. The Nominating and Governance Committee’sCommittee'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, 120 Kane Street, P.O. Box 187, Kahului,870 Haliimaile Road, Makawao, Hawaii 96733-6687.96768-9768. See “Shareholder"Shareholder Proposals And Nominations.”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:

    •
    ·is familiar with the communities of Maui and Hawaii in general;

    ·

    •
    possesses personal and professional integrity, sound judgment and forthrightness;

    ·

    •
    has sufficient time and energy to devote to the Company’sour affairs;

    ·

    •
    is willing to challenge and stimulate management and is able to work as part of a team in an environment of trust;

    ·

    •
    has an open-minded approach to, and the resolve to independently analyze, matters presented for consideration;

    ·

    •
    will add specific value by virtue of particular technical expertise, experience or skill relevant to the Company’sour business; and


    ·

    •
    understands business and financial affairs and the complexities of a business organization. While a career in business is not essential, a nominee should have a proven record of competence and accomplishment through leadership in industry, non-profit organizations, the professions or government.

        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 the Company’sour Board of Directors by requesting names of potential candidates from the other Board members and from the Company’sour 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 theour Board of Directors, but it did not do so in 2006.Directors. The Nominating and Governance Committee reviewsreview resumes of the interested candidates and selects those that pass the initial screening for personal interviews. Each member of the Nominating and Governance Committee member 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 theour Board of Directors. Directors Heenan and Lucien are standing for re-election at the 2007 Annual Meeting of Shareholders. Mr. Heenan excused himself during discussions of his candidacy and current performance as a director. Mr. GilburneTokin was recommended to the Nominating and Governance Committee for consideration as a director by David C. Cole,Warren H. Haruki, Chairman President and CEO of the Company.Board and Interim Chief Executive Officer.

Shareholder Communications with the Board of Directors

Shareholders wishing to submit written communications to theour 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, 120 Kane Street, 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, 20062009

 

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

 

 

 

$

39,000

 

 

$

69,000

 

 

1,250

 

 

Walter A. Dods Jr.

 

 

$

30,000

 

 

 

$

36,719

 

 

$

66,719

 

 

2,250

 

 

Thomas M. Gottlieb

 

 

$

30,000

 

 

 

$

33,090

 

 

$

63,090

 

 

250

 

 

Warren H. Haruki

 

 

$

25,000

 

 

 

$

37,420

 

 

$

62,420

 

 

1,250

 

 

David A. Heenan

 

 

$

30,000

 

 

 

$

33,090

 

 

$

63,090

 

 

250

 

 

Kent T. Lucien

 

 

$

30,000

 

 

 

$

33,090

 

 

$

63,090

 

 

250

 

 

Duncan MacNaughton

 

 

$

30,000

 

 

 

$

39,000

 

 

$

69,000

 

 

1,250

 

 

Fred E. Trotter III

 

 

$

30,000

 

 

 

$

36,916

 

 

$

66,916

 

 

2,250

 

 

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)          Grant
Aggregate grant date fair value (computed in accordance with FAS 123R)FASB ASC topic 718) of stock awards vestinggranted in 2006.

2009.

(2)
Unvested stock awards as of December 31, 2006.

2009.

(3)
Amount under "All Other Compensation" represents retirement payments to Mr. Cole under our Pension Plan for Non-Bargaining Unit Employees and the Supplemental 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 page 22 of this report.

Narrative to Director Compensation Table

In 2006,2009, all non-employee directors received an annual cash retainer fee of $30,000 (prorated for Director Haruki who was appointed to the Board effective March 13, 2006).$27,000. The Company has an executive deferred compensation plan in which all of the executive officers and directors are eligible to


participate. Messrs. Agee, Gottlieb, Heenan and Lucien have elected to participate in this plan. Under this plan, these directors can defer up to 100% of the annual cash retainer until termination of their Board membership. Earnings on compensation deferred under this plan are tied tofee reflects a 10% reduction from 2008 consistent with the performance of mutual funds, which are substantially the same funds as thoseemployee salary reductions that were implemented in the Company’s 401(k) plan, and do not earn interest at a fixed rate.

March 2009. Non-employee directors are also granted restricted Common Stock, (“or Restricted Shares”) that vest atShares, 250 shares of which vest each quarter covering the term of the director’sdirector's current membership. The Restricted Shares are granted under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive CompensationAward Plan (and prior to the 2006 Annual Meeting, under the 2003 Stock and Incentive 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 equalsis equal to the number of calendar quarters or portions thereof in his term multiplied by 250 shares. The directors have voting and regular dividend rights with respect to the unvested restricted shares,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’sdirector's termination of his position as a member of the Board of Directors of the Company for any reason.

In 2006, Directors2009, Messrs. Case, Cole, Dods and Trotter 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 Class Two 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 of the 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, (iii) 257,190 reserved for issuance under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Compensation Plan, upon their election as Class One directorsand (iv) the remaining shares currently reserved for issuance pursuant to the our proposed subscription rights offering pursuant to the registration statement on Form S-3 filed by the Company on December 28, 2009.

        On 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 the three-year termfuture needs.

Purpose of the change in 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 allow 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 shareholders.

        At December 31, 2009, we reported in our Annual Report on Form 10-K that endsour total debt, including capital leases, was $97.0 million, and that we had $1.9 million in 2009. The fair value atcash 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 30 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 date of grant wasnotice from the closingNYSE. 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 existing or planned effort on May 8, 2006the part of $38.04 per share. Upon his appointmentany 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 on March 13, 2006, Mr. Haruki was granted 2,250 Restricted Shares underhas approved the Maui Land & Pineapple Company, Inc. 2003 Stock and Incentive Compensation Plan. The fair value atamendment of the dateCompany's Articles to increase the number of grant was the closing priceshares of ourauthorized Common Stock on March 13, 2006by 20,000,000 shares. This change to the Articles is included in the Articles of $37.42 per share.

Compensation Committee InterlocksAmendment 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 Insider Participation

No memberConsumer Affairs of the Compensation Committee during fiscal year 2006 served as an officer, former officer or employeeState of the Company or any of its subsidiaries. Also see “Certain Relationships and Related Transactions.”  During fiscal year 2006, no executive officer of the Company served as a member of the compensation committee of any other entity, one of whose executive officers served as a member of the Company’sHawaii.

The Board of Directors or Compensation Committee, and no executive officerrecommends a vote "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 the Company served as a memberCommon Stock.

PROPOSAL 5:    Ratification of the board of directors of any other entity, one of whose executive officers served as a member of the Company’s Compensation Committee.Independent Registered Public Accounting Firm

PROPOSAL 2

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte & Touche LLP, an independent registered public accounting firm, has been theour independent auditor of the Company 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 theour independent registered public accounting firm of the Company for fiscal year 2007.2010. 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 the Company’sour independent registered public accounting firm is not required by the Company’s bylaws or otherwise. However, the Board is submitting the selectionour Restated Articles of Deloitte & Touche LLP to the shareholders for ratification as a matter of corporate practice.Association. If the shareholders fail to ratify the selection, the Audit Committee will reconsider whethermay select a different firm until the next annual meeting of shareholders or notmay submit the new firm to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may directour shareholders for ratification.

The Board of Directors recommends a vote "FOR" ratification of the appointment of a differentDeloitte & Touche LLP as the Company's independent registered public accounting firm at any timefor fiscal 2010.


during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2007.

AUDIT MATTERS

Report of the Audit Committee

The Audit Committee reviewed and discussed with management, and the independent auditorsregistered public accounting firm, the Company’sCompany's quarterly and annual audited financial statements, and Forms 10-Q for 2006,2009, and Form 10-K for the year ended December 31, 2006,2009, prior to their filing.

The Committee discussed with the independent auditorsregistered public accounting firm the matters required to be discussed by Statement on Auditing Standards, (SAS)or SAS, No. 61, “Communications"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 accountantspublic accounting firm required by Independence Standards Board Standard No. 1, “Independence"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 accountant the independent accountant’sregistered public accounting firm their independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Company’sCompany's audited consolidated financial statements be included in the Form 10-K for the year ended December 31, 2006.2009.

Audit Committee:

    Kent T. Lucien (Chairman)
    Thomas M. GottliebJohn H. Agee
    David A. Heenan

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 FIRMIndependent Registered Public Accounting Firm

Fees for services performed for the Companyus by Deloitte & Touche LLP for 20062009 and 2005,2008, including expenses incurred in connection with these services, are as follows:

 

 

2006

 

2005

 

Audit Fees

 

$

1,180,000

 

$

1,096,000

 

Audit-Related Fees

 

131,000

 

75,000

 

Tax Fees

 

87,000

 

26,000

 

Total Fees

 

$

1,398,000

 

$

1,197,000

 

 
 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 the Company’sour annual consolidated financial statements for the fiscal years ended December 31, 20062009 and 2005,2008, respectively, the reviews of the Company’sour condensed financial statements included in itsour Quarterly Reports on


Form 10-Q, and the audit of the effectiveness of the Company’sour internal control over financial reporting and management’s assessment of such controls.reporting.

Audit-Related Fees

The audit-related fees for 20062009 and 20052008 includes services for the audits of the Company’sour 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’sfirm'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 the Company’sour independent registered public accounting firm and related fees paid to the Company’sour independent registered public accounting firm must be approved in advance by the Audit Committee.

14



PROPOSAL 3
AMENDMENT TO THE ARTICLES OF ASSOCIATION

The Articles of Association presently state that the amount All of the authorized capital stock of the corporation is 9,000,000 shares of Common Stock. The amendment to the Articles would increase the authorized capital stockservices provided by 14,000,000 shares from 9,000,000 to 23,000,000 shares of Common Stock.

As of the Record Date, of the 9,000,000 currently authorized shares of Common Stock, there were (i) 8,153,909 shares of the outstanding, of which 4,200 shares were held by Honolua Plantation Land Company, Inc., a wholly-owned subsidiary, (ii) 821,833 shares subject to outstanding and unexercised options to acquire Common Stock, and (iii) 24,258 reserved for issuance under the Maui LandDeloitte & Pineapple Company, Inc. 2006 Equity and Incentive Compensation Plan. The Company’s Board of Directors believes that it is advisable andTouche LLP described in the best interests of the Company and its shareholders to amend the Articles of Association in order to have available additional authorized but unissued shares of Common Stock in an amount adequate to provide for the future needs of the company.

Purpose of the change in 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 actiontable above were approved by the shareholders of the Company. The 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 the Company’s shares for business acquisitions, or for other general corporate purposes. Increasing the authorized number of shares of Common Stock will provide the Company with greater flexibility and allow the issuance of additional shares of Common Stock in most cases without the expense or delay of seeking further approval from the shareholders. The Company is at all times investigating additional sources of financing which the Board of Directors believes will be in the Company’s best interests and in the best interests of the shareholders of the Company.Audit Committee.

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 of Association or the rules of the American Stock Exchange, 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 Common Stock. The availability for issuance of additional shares of Common Stock also have 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. The Company is not aware of any existing or planned effort on the part of any 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 the Company’s management, nor is the Company 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 14,000,000 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 VOTE “FOR” PROPOSAL NO. 3 TO APPROVE THE AMENDMENT TO THE ARTICLES OF ASSOCIATION TO INCREASED OUR AUTHORIZED COMMON STOCK FROM 9,000,000 TO 23,000,000 SHARES OF COMMON STOCK.

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
AND SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of our Common Stock as of March 1, 2007,2010, by (i) each person or entity who is known by us to own beneficially more than 5% of the outstanding shares of common stock, (ii) each director and nominee for director (iii) the Company’sand (ii) our Interim Chief Executive Officer and each of the fourour other most highly compensated executive officers, ofwhich we collectively refer to in this Proxy Statement as the Company (the “NamedNamed Executive Officers”),Officers, and (iv)(iii) all of our directors and executive officersNamed 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

 

 

 

 

 

 

 

 

 

David C. Cole(3)

 

 

433,336

 

 

 

5.6

%

 

Brian C. Nishida(4)

 

 

45,000

 

 

 

*

 

 

Fred W. Rickert(5)

 

 

41,400

 

 

 

*

 

 

Robert I. Webber(6)

 

 

25,000

 

 

 

*

 

 

Robert M. McNatt(7)

 

 

10,160

 

 

 

*

 

 

Thomas M. Gottlieb

 

 

5,500

 

 

 

*

 

 

Fred E. Trotter III

 

 

5,000

 

 

 

*

 

 

Walter A. Dods, Jr.

 

 

4,500

 

 

 

*

 

 

John H. Agee

 

 

4,000

 

 

 

*

 

 

Duncan MacNaughton

 

 

4,000

 

 

 

*

 

 

David A. Heenan

 

 

3,000

 

 

 

*

 

 

Kent T. Lucien

 

 

3,000

 

 

 

*

 

 

Warren H. Haruki

 

 

2,250

 

 

 

*

 

 

Miles R. Gilburne

 

 

—

 

 

 

*

 

 

All Executive Officers and Directors as a group (14 persons)(8)

 

 

586,146

 

 

 

7.5

%

 

5% STOCKHOLDERS

 

 

 

 

 

 

 

 

 

Stephen M. Case Revocable Trust
PMB 249, 1718 M Street, N. W.
Washington, DC 20036

 

 

3,472,030

 

 

 

45.5

%

 

Mary C. Stanford(9)
3694 Woodlawn Terrace Place
Honolulu, Hawaii 96822

 

 

648,331

 

 

 

8.5

%

 

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., 120 Kane Street, 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 determined in accordance with the rules of the Securities and Exchange Commission.SEC. Applicable percentage ownership is based on 7,636,6678,522,233 shares of Common Stock outstanding as of March 1, 2007.2010. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options currently exercisable, or exercisable within 60 days of March 1, 2007,2010, are deemed outstanding.



(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 105,8423,400 shares of Common Stock 160,825 sharesheld by the Cole Family Foundation, of unvested restricted Common Stock that was awarded to him pursuant to his employment agreement with the Company,which Mr. Cole is Vice President and options to purchase 166,669Secretary.

(5)
Includes 172,414 shares of Common Stock. See “—Employment Agreement for David C. Cole.”Stock owned by ZG Ventures LLC of which Mr. Cole hasGilburne is the managing member.

(6)
Includes (i) 25,000 Restricted Shares of which vesting is performance based through 2013; (ii) 161,300 shares that vest quarterly through 2013; and (ii) 31,000 shares subject to options. The beneficial owner of the Restricted Shares have voting and regular dividend rights with respect to the 160,825 shares of restricted stock,Restricted Shares, but no right to dispose of such shares.

       (4) Includes (i) 15,000 shares of unvested restricted Common Stock whose vesting is performance based from 2007 through 2009, and (ii) options to purchase 30,000 shares of Common Stock. Mr. Nishida has voting and regular dividend rights with respect to the shares of unvested restricted stock, but no right to dispose of such shares.


       (5) Includes (i) 25,464 shares of unvested restricted Common Stock whose vesting is performance based from 2005 through 2008, and (ii) options to purchase 8,400 shares of Common Stock. Mr. Rickert has voting and regular dividend rights with respect to the shares of unvested restricted stock, but no right to dispose of such shares.

       (6) Comprised of 25,000 shares of unvested restricted Common Stock whose vesting is performance based from 2006 through 2010. Mr. Webber has voting and regular dividend rights with respect to the shares of unvested restricted stock, but no right to dispose of such shares.

       (7) Includes options to purchase 10,000 shares of Common Stock.

       (8) Includes 215,069 shares subject to options.

       (9) Based on a Schedule 13G/A filed with the SEC on March 14, 2006 by Mary C. Stanford, Po`ohala Holdings, Inc. and Po`ohala Investments L.P. Ms. Sanford owns 100% of the shares of Po’ohala Holdings, Inc., which is the sole general partner of Po’ohala Investments L.P., which holds the 648,331 shares of Common Stock.


EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Overview

Compensation for the Company’s executives and key employees is designed to attract and retain people who share the vision and values of the Company and who can execute to achieve our strategic goals. This Company has a very knowledgeable employee base in addition to valuable land and brand assets, and the executive talent that we have sought over the past several years are people capable of leveraging the skills of our employees and our unique assets to increase shareholder value. In short, the Company’s goal is to become the employer of choice in the markets where the Company competes.

Compensation Philosophy and Objectives

The Company operates 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 the Company’s ability to attract and retain employees in their prime earning and childbearing years—a critical objective as the bulk of the Company’s workforce is approaching retirement while the employment needs of our Resort and Community Development segments are expected to grow significantly in the coming years.

The Company has 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, the Company uses base salaries supplemented by long-term equity compensation and performance-based annual cash and/or equity incentives. To increase employee purchasing power, the Company uses a portion of its land resources to subsidize housing and, in 2004, the Company granted land and underwrote infrastructure costs to establish a private K-12 school where the Company provides tuition assistance for qualifying children and grandchildren of employees.

The Company also believes that recognition and training programs are vitally important for recruiting and retaining talent, as investments in these programs reflect the Company’s commitment to continuous improvement and employee development.

The Role of the Compensation Committee

The Compensation Committee has the primary authority to determine the Company’s compensation philosophy and to establish compensation for the Company’s Named Executive Officers. To establish compensation packages for each Named Executive Officer, the Compensation Committee evaluates a


variety of sources of information. In March 2006, the Compensation Committee engaged Towers Perrin, a well-known consulting firm specializing in executive compensation, to review the compensation package of David C. Cole, Chairman, President & CEO of the Company, and to prepare a “competitive compensation analysis” of our other executive officers. The Company’s Chief Executive Officer also aids the Compensation Committee by providing annual recommendations regarding the compensation of all executive officers, other than himself. 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 the Company’s success for the period being assessed.

Total Compensation for Executive Officers

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

·Executive Compensation Tables       base salary;

·       annual bonus incentives;

·       long-term equity incentive compensation;

·       subsidized housing programs;

·       subsidized education programs; and

·       retirement and other benefits.

Each of these components is described in more detail below.

Base Salary

The Company provides Named Executive Officers and other employees with base salary to compensate them for services rendered during the fiscal year. The purpose of base salary is to reflect job responsibilities, value to the Company and competitiveness of the market. Minimum salaries for the Named Executive Officers are determined by the Compensation Committee based on the 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 the Company’s Chief Executive Officer.

In March 2006, based upon the recommendation of Towers Perrin, the Compensation Committee approved a $100,000 base pay increase for Mr. Cole to bring him up to the 70th percentile of executives in similar positions. The Committee also approved a $50,000 bonus payable in October 2006, 100,000 of performance-based restricted shares to vest from 2007 – 2009, and 200,000 stock options vesting over the three year period from October 2006 to October 2009. See “Employment Agreements—David C. Cole.”

Towers Perrin also prepared a competitive compensation analysis of our other executive officers, which aided in the Compensation Committee’s determination of compensation packages for such individuals. In 2006, the minimum salary for Robert I. Webber, Chief Financial Officer & Senior Vice President/Business Development, was determined by our employment agreement with him when he was hired as of May 1, 2006. See “Employment Agreements—Robert I. Webber.”

19



The Compensation Committee annually reviews the compensation arrangements of our other executive officers, and will typically consider the recommendations of Mr. Cole in making compensation decisions regarding such officers.

Annual Bonus Incentives

It is the Company’s objective to have a substantial portion of each Named Executive Officer’s compensation contingent upon the Company’s performance as well as upon his or her own level of performance and contribution towards the Company’s performance. In addition, the achievement of specific goals is intended to correlate with long-term shareholder value.

Early in each year, the Compensation Committee establishes Company performance measures and individual performance measures for each business segment. For the business segments, the bonus plans are keyed to the achievement of metrics that are specific to each business segment and cover the top level of divisional management through lower supervisory levels. The plans are designed to align all levels of management and supervisors in the business segment with common goals. Bonus incentives for the Chief Executive Officer, Chief Financial Officer and Treasurer are based on overall Company performance. The annual bonus is payable in cash, restricted stock or both.

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 long-term Company performance and provides an opportunity for executives and key employees to increase their stake in the Company through grants with duration of three to five years. The Company’s 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 market price of the underlying stock at the time of the award. Restricted stock based on performance goals are awarded based on the Compensation Committee’s qualitative perception of exceptional performance by and the potential for contribution by specific executives. The authority to make stock compensation grants rests with the Compensation Committee, subject to ratification by the full Board of Directors.

Housing

The Company has periodically commissioned housing projects and has offered Company owned land and housing to employees and executives.  In the last three years, the Company has 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, the Company donated approximately 15 acres of land and improvements to establish Maui Preparatory Academy (“MPA”) to serve employees and residents on West Maui. Subsequent to the donation, the Company has provided several million dollars of infrastructure improvements in and around MPA’s campus. In addition, the Company offers a matching tuition grant to dependents of employees, including several executives in the Company’s Resort and Community Development units.

Retirement Plans

The Company currently has defined benefit pension plans covering most of its 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 with the Company. In addition, the Company offers pre-tax saving plans (401k) to all full time employees and a non-qualified executive


deferred compensation plan allowing deferral of salary and bonus for executives and certain levels of management and deferral of cash compensation paid to the Board of Directors.

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, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to its executive officers. The Company believes that except for 2003 stock awards to David C. Cole, the compensation paid under the management incentive plans are fully deductible for federal income tax purposes. In certain situations, the Committee may approve compensation that will not meet the requirements for deductibility in order to ensure competitive levels of compensation for its executives and to meet the obligations of the Company under the terms of various incentive programs.

The American Jobs Creation Act of 2004 changed the tax rules applicable to nonqualified deferred compensation arrangements. Pursuant to these new rules, in 2006 the Company amended stock option agreements for David Cole and Brian Nishida to increase the exercise prices of their stock options to the fair market value on the day the executive began employment with the Company (date of grant). The exercise price in these option agreements had been set in 2003 when the Company negotiated the recruitment of these executives. The Compensation Committee approved a discretionary cash bonus for Mr. Nishida of $149,000 with the intent to compensate him for the loss in value of his stock options. Mr. Cole lost over $1,000,000 of value from the amendment of his stock option agreement. Therefore, the Compensation Committee agreed in principal that Mr. Cole should be compensated for this loss, but elected to defer consideration of a bonus to a later date, and in February 2007, after a review of Mr. Cole’s total current compensation package, the Compensation Committee approved the payment of $1,053,000 to Mr. Cole to compensate him for the loss in value of his stock option agreement.

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:

Walter A. Dods, Jr. (Chairman)
John H. Agee
Duncan MacNaughton

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.


Summary Compensation Table

The following table sets forth all of the compensation earned by and paid to or accrued for the Company’sour Named Executive Officers for the yearyears ended December 31, 2006.

SUMMARY COMPENSATION TABLE
Year Ended December 31, 20062009 and 2008 (i) the dollar value of base salary and 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

 

 

2006

 

 

550,000

 

50,000

(3)

 

 

 

844,441

 

 

 

55,037

 

 

 

15,531

 

 

1,515,009

 

Chairman, President & CEO

 

 

2005

 

 

450,000

 

 

 

391,230

 

 

755,037

 

 

 

n/a

 

 

 

15,489

 

 

1,611,756

 

(Principal Executive Officer)

 

 

2004

 

 

450,000

 

 

 

 

 

 

752,545

 

 

 

n/a

 

 

 

14,149

 

 

1,216,694

 

Robert I. Webber(4)

 

 

2006

 

 

190,384

 

83,336

(5)

 

 

 

61,782

 

 

 

—

 

 

 

37,500

 

 

373,002

 

Senior Vice President/

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Principal Financial Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fred W. Rickert(6)

 

 

2006

 

 

180,000

 

 

 

 

 

 

55,227

 

 

 

26,584

 

 

 

120,586

 

 

382,397

 

Vice President/ Treasurer

 

 

2005

 

 

180,000

 

 

 

135,173

 

 

44,368

 

 

 

n/a

 

 

 

15,743

 

 

375,284

 

 

 

2004

 

 

99,583

 

 

 

 

 

 

21,394

 

 

 

—

 

 

 

7,097

 

 

128,074

 

Brian C. Nishida

 

 

2006

 

 

241,303

 

149,200

(3)

 

 

 

179,119

 

 

 

19,942

 

 

 

13,461

 

 

603,025

 

Executive Vice President/

 

 

2005

 

 

241,303

 

 

 

 

 

 

148,772

 

 

 

n/a

 

 

 

31,986

 

 

422,061

 

Agriculture Operations

 

 

2004

 

 

241,303

 

 

 

 

 

 

148,370

 

 

 

n/a

 

 

 

11,607

 

 

401,280

 

Robert M. McNatt

 

 

2006

 

 

207,212

 

15,000

(3)

 

 

 

117,270

 

 

 

41,440

 

 

 

11,185

 

 

392,107

 

Executive Vice President/

 

 

2005

 

 

185,000

 

 

 

 

 

 

56,309

 

 

 

n/a

 

 

 

11,185

 

 

252,494

 

Community Development

 

 

2004

 

 

177,583

 

 

 

 

 

 

15,984

 

 

 

n/a

 

 

 

10,432

 

 

203,999

 

Thomas H. Juliano(7)

 

 

2006

 

 

204,809

 

50,000

(5)

 

 

 

132,746

 

 

 

—

 

 

 

301,921

 

 

689,476

 

 

 

 

2005

 

 

129,808

 

 

 

 

 

 

68,287

 

 

 

—

 

 

 

55,360

 

 

253,455

 

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

  
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 2006,aggregate grant date fair value computed in accordance with FAS 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 1011 to the Company’sour audited financial statements for the fiscal year ended December 31, 20062009 included in the Company’sour Annual Report on Form 10-K filed with the SecuritiesSEC.

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

(3)
Mr. Haruki was appointed as Executive Chairman as of January 1, 2009 and Exchange CommissionInterim 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.

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 directors of $27,000. In connection with such appointment, on March 8, 2007.

In 2006,9, 2009, Mr. Haruki was granted 20,000 Restricted Shares (aggregate grant date fair value of $104,000 based on $5.20 per share) and 25,000 stock options for Mr. Cole (133,333 shares) and Mr. Nishida (50,000 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 Internal Revenue Code Section 409(a). The re-pricing decreasedof $5.20 and vest annually over five years; 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 in accordance with the requirementsa change-in-control of FAS 123(R).

(2)Amounts shown in All other Compensation for Messrs. Cole, Nishida and McNatt include automobile allowance and the value attributable to life insurance benefits. The amount for Mr. Rickert also includes $104,803 for gross up payments for income taxes; and the amount for Mr. Juliano also includes $250,000 consideration for termination in accordance with his employment offer letter. The amount for Mr. Webber reflects moving expenses and certain living expenses paid pursuant to his employment agreement.

(3)Discretionary bonus paid or accrued in 2006 at the request of the Compensation Committee.

(4)Mr. Webber was employed by the Company effective May 1, 2006.

(5)Bonus paid or accrued according to employment contract.

(6)Includes amount earned from April 26, 2004 (date of employment) as Vice President/Finance of Maui Pineapple Company, Ltd.

(7)Mr. Juliano was employed by 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 Vice President/Resort Operations from June 27, 2005 through October 13, 2006.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 the 2006 Plan).


Employment Agreements:The Company has employment agreements with David C. Cole and Robert I. Webber.

David C. Cole.Mr. Cole has an Employment Agreement with the Company (the “Employment Agreement”) to serveChurchill was appointed as President and Chief ExecutiveOperating Officer on February 8, 2010. In 2009 and 2008, he was Senior Vice President/Business Development. "All Other Compensation" for Mr. Churchill includes automobile allowance, the value of life insurance benefits, and the change 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 October 15, 2003, continuing for an indefinite term at the pleasure of the Board of Directors (the “Board”). Pursuant to the Employment Agreement, Mr. Cole was appointedApril 14, 2009 as a director upon the approval by the shareholders, in December 2003, of the expansion of the size of the Board.our Chief Financial Officer. He was appointed Chairman of the Board in March 2004.

The Employment Agreement 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. Coles Employment Agreement and a study of Mr. Cole’s position by an outside compensation consulting firm, the Compensation Committee increased Mr. Cole’s base salary by $100,000; and a $50,000 bonus payable in October 2006, 100,000 of performance-based restricted shares to vest from 2007—2009, and 200,000granted 20,000 stock options vesting over the three year period from October 2006 to October 2009. See “Summary Compensation Table” and “Grants of Plan-Based Awards”.

In connection with his employment agreement, Mr. Cole also has entered into a Restricted Share Agreement (the “Restricted Share Agreement”) and a Stock Option Agreement (the “Option Agreement”) with the Company, pursuant to which the Company issued to Mr. Cole 100,000 shares of restricted stock and 200,000 nonqualified stock options in December 2003. The Restricted Stock Agreement is further described below. See “Outstanding Equity Awards” table.

Mr. Cole’s employment will continue at the pleasure of the Board until terminated with or without cause by the Board or by his death, disability, voluntary resignation or resignation for good reason. If Mr. Cole’s employment is terminated due to his death or disability, he (or his estate) will be entitled to his salary earned through the termination(aggregate grant date the right to exercise vested options for a year following termination, any vested restricted shares (including, if he dies or is disabled after June 30 of 2005, 2006 or 2007, a pro rata amount based on the portion of the period he served), and any other vested employment benefits. 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 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, 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. See “Potential Payments Upon Termination or Change-in-Control—David C. Cole.”

Pursuant to the Employment Agreement, “cause” includes: a breach of the Employment Agreement by Mr. Cole that is not cured after 15 days notice; a failure or refusal to carry out the Board’s policies; a material and intentional or grossly negligent breach of the duty of care or a willful or grossly negligent breach of the duty of loyalty resulting in a material injury to the Company or its shareholders; a conviction or plea of guilty or no contest to any crime for which imprisonment is a possibility or which results in a fine or penalty by the Company; or any knowing violation of a law or regulation that results in a fine or penalty to the Company exceeding $50,000 or a judgment of $1,000,000 or more.


A resignation for “good reason” includes a resignation within 180 days after: a material breach of the Employment Agreement by the Company; material interference by the Company with Mr. Cole’s access to the Board; a decrease in title or compensation or a material decrease in authority; or a “Change in Control” of the Company. For these purposes, a “Change in Control” includes:

·       if any person or group (other than an existing shareholder or group of shareholders or their affiliates) beneficially owns more than 30% of the total voting power of the Company’s stock on a fully diluted basis, and such beneficial ownership represents a greater percentage of the total voting power of the Company’s stock, on a fully diluted basis, than is held by any existing shareholder or group, together with their respective affiliates;

·       if a majority of the Board comes to consist of those who are not members on the date of the Employment Agreement, or were not nominated or elected by two-thirds of such directors;

·       a merger or consolidation of the Company after which one or more of the current shareholders retains less than 60% of the voting shares of the surviving entity;

·       the sale or transfer, not recommended by Mr. Cole of 50% or more of the Company’s assets; or

·       the Company’s approval and implementation of a plan of liquidation or dissolution or the filing of a bankruptcy petition.

Mr. Cole will be entitled to indemnity pursuant to applicable law and the Company’s 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 the Company’s 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 Company employees or contractors to leave the Company (without Board approval), or to solicit or encourage current or prospective customers to cease or reduce their business with the Company.

Under the Restricted Share Agreement, Mr. Cole’s 100,000 shares of restricted stock will vest at the rate of up to 25,000 shares per fiscal year from 2004 through 2007, subject to the achievement of certain agreed performance measures. With respect to fiscal year 2006 performance measures, there were no restricted shares vested (see note 1 to “Outstanding Equity Awards” table below); 14,175 and 25,000 shares, respectively, of restricted stock were vested by the Compensation Committee with respect to 2005 and 2004 performance measures. See “Stock Vested” table. An additional 25,000-share block will be subject to vesting for fiscal year 2007. The number of shares vested will be determined based on the Company’s achievement of a minimum return on equity (i.e., net income after tax, exclusive of extraordinary items such as discontinued operations, asset sales outside the ordinary course of business, and major impairment losses, divided by beginning shareholders’ equity, allfair value in accordance with generally accepted accounting principles, unless otherwise agreed),FASB ASC Topic 718 of 10%, with maximum vesting at 20%.$77,800) and 15,000 Restricted Shares. The number of shares vested would be calculated on a straight-line basis between the minimum and the maximum. In addition, if any shares do not vest in any year under this calculation, then they would be available for additional vesting based on the Company’s average return on equity beginning in 2005. For example, assuming that for fiscal year 2005 the Company’s return on equity is 15%,  then 50% of the 25,000 share block for 2005, or 12,500 shares, would vest. However, assuming that for fiscal years 2005 and 2006 the average return on equity was 16%, thenstock options have an additional 10% of the 25,000 share block for 2005, or 2,500 shares, would vest, in addition to whatever other shares vested for fiscal year 2006. Any nonvested restricted shares generally will be forfeited if Mr. Cole’s employment is terminated or if not vested in accordance with this schedule, except that any nonvested shares will vest immediately if Mr. Cole is terminated without cause, or if he resigns with good reason. However, if Mr. Cole dies or is disabled after


June 30 of 2005, 2006 or 2007, the number of shares that vest according to the above calculations will be prorated based on the portion of the period served.

Memorandum Agreement:On August 23, 2005, Mr. Cole and Mr. Stephen M. Case, a significant shareholder of the Company, formed Aquaterra Partners, LLC, a Delaware limited liability company, pursuant to a Memorandum Agreement between them dated July 29, 2005, for the purpose of making investments. Mr. Case contributed $1,990,000 through his nominee, ALPS Investment, LLC, and Mr. Cole contributed $100,000. Aquaterra Partners is managed by Aquaterra Corporation, a Delaware corporation owned by Mr. Cole. Under the terms of the Memorandum Agreement, the first $2,090,000 of Aquaterra Partner’s income will be allocated to Mr. Cole, after which all other income will  be divided equally between ALPS Investment, LLC, and Mr. Cole. The Memorandum Agreement replaced an agreement dated August 12, 2003 in which Mr. Cole was granted the right to purchase 100,000 shares of Common Stock of the Company by the Stephen M. Case Revocable Trust.

Robert I. Webber.  Mr. Webber has an Employment Agreement with the Company to serve as its Chief Financial Officer and Senior Vice President of Business Development.  The term of the agreement is from May 1, 2006 to April 30, 2008.  The material terms of the Employment Agreement include an annual first year salary of $300,000 with a $50,000 sign on 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, the 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 payment shall be a minimum of $50,000.  His annual salary for year two will be $350,000 with any annual incentive pay to be negotiated.  Pursuant to the Employment Agreement, Mr. Webber was granted options to purchase 25,000 shares of common stock (at the closing marketexercise price of MLP on May 8, 2006) that will$7.78 and vest at 20% per yearannually over a 5-year period, and 25,000 shares of restricted stock that will vest over a 5-year period based upon certain performance metrics.  Up to 5,000 Shares shall 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 Committee.  See “Grant of Plan-Based Awards” and note 1 to “Outstanding Equity Awards.” The performance criteria with respect to fiscal years ending December 31, 2006 and 2007 are identical to the performance criteria described above underfive years; the Restricted Share Agreement for David C. Cole.  Specific performance criteria for fiscal years 2008, 2009 and 2010 shall be established by the Compensation Committee prior to the end of the first quarter of each fiscal year, as applicable.

If terminated from employment for any reason other than “cause,” Mr. Webber will receive one year of base salary as separation pay and the vesting of all stock options (but not unvested restricted stock) will be accelerated.  In addition, Mr. Webber will be eligible to participate in all Company benefit programs and will be entitled to up to $36,000 annually as a supplemental cash payment. See “Potential Payments Upon Termination or Change-in-Control—Robert I. Webber.”

25



Grants of Plan-Based Awards

The following table sets forth each equity award granted to the Company’s named executive officers during the year ended December 31, 2006.

GRANT OF PLAN-BASED AWARDS
Year Ended December 31, 2006

 

 

 

 

 

 

 

 

 

All Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

 

 

 

 

 

 

 

 

 

 

Awards:

 

 

 

 

 

 

 

 

 

Estimated future Payouts Under Equity

 

Number of

 

Exercise or

 

Grant Date

 

 

 

 

 

Incentive Plan Awards

 

Securities

 

Base Price of

 

Fair Value of

 

 

 

 

 

Threshold

 

 

 

 

 

Underlying

 

Option Awards

 

Stock and

 

Name

 

 

 

Grant Date

 

(#)

 

Target (#)

 

Maximum (#)

 

Options (#)

 

($/sh)

 

Option Awards

 

David C. Cole

 

 

5/8/06

 

 

 

 

100,000(1)

 

 

 

 

 

 

 

 

 

 

$

3,804,000

 

 

 

 

 

 

 

 

 

 

 

 

 

200,000(2)

 

 

38.04

 

 

 

$

3,156,000

 

 

Robert I. Webber

 

 

5/8/06

 

 

 

 

25,000(3)

 

 

 

 

 

 

 

 

 

 

$

951,000

 

 

 

 

 

5/8/06

 

 

 

 

 

 

 

 

25,000(3)

 

 

38.04

 

 

 

$

415,250

 

 

 

 

 

11/6/06

 

 

 

 

 

 

 

 

20,000(4)

 

 

30.25

 

 

 

$

254,200

 

 

Fred W. Rickert

 

 

5/8/06

 

 

 

 

6,000(5)

 

 

 

 

 

 

 

 

 

 

$

228,240

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000(4)

 

 

38.04

 

 

 

$

83,050

 

 

Brian C. Nishida

 

 

5/8/06

 

 

 

 

5,000(6)

 

 

 

 

 

 

 

 

 

 

$

190,200

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,000(7)

 

 

38.04

 

 

 

$

170,200

 

 

Robert M. McNatt

 

 

5/8/06

 

 

 

 

 

 

 

 

10,000(4)

 

 

38.04

 

 

 

$

166,100

 

 

(1)          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, 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.  For 2007, vesting is based on the achievement of planned consolidated net income and the achievement of up toratably over five potential transactions (approved by the Compensation Committee in February 2007).

(2)          The options vest and become exercisable over 12 quarters beginning on January 15, 2007 and ending on October 15, 2009.

(3)          Stock and option awards granted on May 8, 2006 were issued pursuant to the employment agreement with Mr. Webber.  The stock awards vest over at 20% a year for 5 years based on performance criteria set by the Compensation Committee duringCommittee; and both the first quarterstock options and Restricted shares will fully vest if there is a change-in-control of the applicable year.  For 2007,Company as defined by the 2006 Plan. In 2009, performance criteria arewere not set for vesting of 3,000 Restricted Shares and the same as describedshares will carry over to future periods for Mr. Cole in footnote #1 above.  See “—Employment Agreement for Robert I. Webber.”

(4)vesting. The options vest at a rate of 20% annually over a five year period.

(5)          Shares shall vest following the fiscal year ending December 31, 2008; provided,aggregate grant date fair value assuming that the highest level of performance criteria for the 2008 fiscal yearwill be achieved is achieved, as determined in the sole and complete discretion$116,700 (stock price on April 15, 2009 of the Compensation Committee.  Specific performance criteria for fiscal year 2008 shall be established by the Compensation Committee prior to the end$7.78 per share). On August 3, 2009, Mr. Durkin was granted 48,000 Restricted Shares (aggregate grant date fair value of the first quarter of such fiscal year.

(6)          Shares shall vest following the fiscal year ending December 31, 2009; provided, that the performance criteria for the 2009 fiscal year is achieved, as determined in the sole and complete discretion of the


Compensation Committee.  Specific performance criteria for fiscal year 2009 shall be established by the Compensation Committee prior to the end of the first quarter of such fiscal year.

(7)          The options vest and become exercisable$348,000 based on January 1, 2010.

Narrative to Summary Compensation Table and Grants of 2006 Plan-Based Awards

See “Compensation Discussion and Analysis” and “Employment Agreements” above for descriptions of compensation arrangements pursuant to which the amounts listed$7.25 per share) under the Summary Compensation Table and 2006 Grants of Plan-Based Awards 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 optionsPlan that vest ratablyquarterly over five years beginning onand 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 was our President and Chief Executive Officer from January 1, 2009 until his departure in May 2009. In 2008, he was Senior Vice President and Chief Financial Officer until March 2008 when he was promoted to Executive Vice President and Chief Operating Officer, and he continued to serve as Chief Financial Officer. Upon Mr. Webber's termination in May 2009, his stock option agreements for 102,000 stock options were modified to fully vest immediately and his restricted stock agreements were modified to fully vest immediately without attaining pre-set performance criteria. The fair value of the modified stock compensation grants as of May 14, 2009 in accordance with FASB ASC 718 was $543,000. The original grant date withfair value of the first vesting occurring on one year fromRestricted Shares and stock options was $1,548,000. The stock options were not exercised and expired in November 2009. Mr. Webber's severance package also included cash payments of $150,000 over approximately six months, which is included in "All Other Compensation" for 2009. "All Other Compensation" for Mr. Webber for 2009 also includes the datevalue of grant.

27



Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding each unexercised optionlife insurance benefits, automobile allowance, living expense, and unvested stock award held by eachthe change in value of our named executive officers as of December 31, 2006.

OUTSTANDING EQUITY AWARDS

As of December 31, 2006

 

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

 

 

66,667

 

 

 

 

 

$

19.70

 

 

10/15/2013

 

60,825(1)

 

 

$

2,063,184

 

 

 

 

133,333

 

 

 

 

 

$

27.60

 

 

10/15/2013

 

100,000(2)

 

 

$

3,392,000

 

 

 

 

 

 

 

200,000(3)

 

 

$

38.04

 

 

5/8/2016

 

 

 

 

 

 

 

Robert I. Webber

 

 

 

 

 

25,000(5)

 

 

$

38.04

 

 

5/8/2016

 

25,000(4)

 

 

$

848,000

 

 

 

 

 

 

 

 

20,000(5)

 

 

$

30.25

 

 

11/6/2016

 

 

 

 

 

 

 

Fred W. Rickert

 

 

2,000

 

 

3,000(5)

 

 

$

33.09

 

 

5/3/2014

 

19,464(6)

 

 

$

660,219

 

 

 

 

4,000

 

 

6,000(5)

 

 

$

33.10

 

 

7/1/2014

 

6,000(7)

 

 

$

203,520

 

 

 

 

2,400

 

 

3,600(5)

 

 

$

29.80

 

 

9/23/2014

 

 

 

 

 

 

 

 

 

 

 

 

5,000(5)

 

 

$

38.04

 

 

5/8/2016

 

 

 

 

 

 

 

Brian C. Nishida

 

 

20,000

 

 

30,000(5)

 

 

$

34.35

 

 

1/1/2014

 

10,000(8)

 

 

$

339,200

 

 

 

 

 

 

 

 

10,000(3)

 

 

$

38.40

 

 

5/8/2016

 

5,000(10)

 

 

$

169,600

 

 

Robert M. McNatt

 

 

4,000

 

 

6,000(5)

 

 

$

37.99

 

 

3/30/2014

 

 

 

 

 

 

 

 

 

2,000

 

 

8,000(5)

 

 

$

46.61

 

 

2/28/2015

 

 

 

 

 

 

 

 

 

4,000

 

 

16,000(5)

 

 

$

27.25

 

 

11/4/2015

 

 

 

 

 

 

 

 

 

 

 

 

10,000(5)

 

 

$

38.04

 

 

5/8/2016

 

 

 

 

 

 

 

Thomas H. Juliano

 

 

10,000

 

 

 

 

 

$

37.27

 

 

4/13/2007

 

 

 

 

 

 

 

(1)          See “—Employment Agreement for David C. Cole.”

(2)          See Note (1) to table “Grant of Plan Based Awards.”

(3)          See Note (2) to table “Grant of Plan Based Awards.”

(4)          See Note (3) to table “Grant of Plan Based Awards” and “—Employment Agreement for Robert I. Webber.”  Also see note 1 above.

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

(6)          See “—Change in Control Provisions (included in Restricted Share Agreement) with Fred W. Rickert.” Also see note 1 above.

(7)          See Note (5) to table “Grant of Plan Based Awards.”

(8)          Shares vest upon the achievement of certain net operating loss amounts (as defined) for the Company’s pineapple operations.

(9)          The options vest and become exercisable on January 1, 2010.

(10)   See Note (6) to table “Grant of Plan Based Awards.”


Option Exercises and Stock Vested

The following table sets forth stock awards that vested in 2006 for our named executive officers. For financial statement purposes, the performance criteria was with regard to 2005 financial performance and as such, the expense was recordedhis participation in the Company’s 2005 statement of operations. There were no stock option exercises by the named executive officers in 2006.

STOCK VESTED

Year Ended December 31, 2006

 

 

Stock Awards

 

Name

 

 

 

Number of
shares
Acquired on
Vesting (#)

 

Value Realized
on Vesting ($)

 

David C. Cole

 

 

14,175

 

 

 

$

537,233

 

 

Fred W. Rickert

 

 

4,536

 

 

 

$

171,914

 

 


Pension Benefits

PENSION BENEFITS
As of December 31, 2006

 

 

 

Number of 
Years Credited

 

Present Value of
Accumulated

 

Payments During
Last Fiscal Year

 

Name

 

 

 

Plan Name

 

Service(1)

 

Benefits ($)(2)

 

($)

 

David C. Cole

 

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

 

 

2.17

 

 

 

$

43,637

 

 

 

—

 

 

 

Maui Land & Pineapple Company Supplemental Executive

 

 

2.17

 

 

 

$

61,645

 

 

 

—

 

 

Robert I. Webber(3)

 

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

 

 

—

 

 

 

$

—

 

 

 

—

 

 

 

 

Maui Land & Pineapple Company Supplemental Executive

 

 

—

 

 

 

$

—

 

 

 

—

 

 

Fred W. Rickert

 

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

 

 

2.00

 

 

 

$

33,431

 

 

 

 

 

 

 

 

Maui Land & Pineapple Company Supplemental Executive

 

 

2.00

 

 

 

$

6,574

 

 

 

 

 

 

Brian C. Nishida

 

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

 

 

1.67

 

 

 

$

42,370

 

 

 

—

 

 

 

 

Maui Land & Pineapple Company Supplemental Executive

 

 

1.67

 

 

 

$

—

 

 

 

—

 

 

Robert M. McNatt

 

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

 

 

9.92

 

 

 

$

166,236

 

 

 

—

 

 

 

Maui Land & Pineapple Company Supplemental Executive

 

 

9.92

 

 

 

$

58,946

 

 

 

—

 

 

(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 Rate

6.00%

Mortality

Post-retirement

RP-2000 Combined Healthy Participant Table

Pre-retirement

None

Retirement Age

62 (age when unreduced benefit available) or current age, if older

(3)          As of 12/31/06,Company's defined benefit pension plan. Mr. Webber isforfeited all pension benefits upon his departure in 2009 because he did not a participant inmeet the vesting requirements.

Additional Narrative Disclosure

        Our Pension Plan for Non-Bargaining Unit Employees, noror the Pension Plan, is 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, covering Pension Plan benefits of an employee that were reduced because he has not yet accrued one year of eligibility service.(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.


30



Compensation covered by the Pension Plan for Non-Bargaining Unit Employees (Pension Plan) and the Supplemental Executive Retirement Plan (SERP) isor SERP, was generally only base salary. Retirement benefits are computed based on each participant’sparticipant's years of credited service at the Company,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.

The Pension Plan and the SERP provide for early retirement benefits for participants who are at least fifty-five years of age and have at least five years of eligibility service. At December 31, 2006,        Mr. McNattChurchill is the only Named Executive Officer who meets the eligibility service requirement and his annual early retirement benefit froma participant in the Pension Plan and the SERP would be approximately $19,900.

Nonqualified Defined contribution and Other Nonqualified Deferred Compensation

NONQUALIFIED DEFERRED COMPENSATION
AsSERP. He had 8.2 years of and for the Year Endedcredited benefit service as of December 31, 20062009 and the present value of his accumulated benefit was approximately $48,673. Messrs. Haruki and Durkin were not eligible to participate in the Pension Plan or the SERP because of the plan amendment disallowing participation for employees hired after October 31, 2008. Mr. Webber does not have any accrued benefits from the Pension Plan or the SERP because he did not have sufficient years of service for vesting.

Name

 

 

 

Executive 
Contribution
in Last FY ($)

 

Registrant
Contribution in
Last FY ($)

 

Aggregate
Earnings in Last
FY ($)

 

Aggregate
Withdrawals/
Distributions
($)

 

Aggregate
Balance at 
Last FYE ($)

 

David C. Cole

 

 

$

168,257

 

 

 

$

—

 

 

 

$

67,120

 

 

 

$

—

 

 

 

$

600,534

 

 

Robert M. McNatt

 

 

$

55,928

 

 

 

$

—

 

 

 

$

45,737

 

 

 

$

—

 

 

 

$

371,920

 

 

Thomas H. Juliano

 

 

$

7,252

 

 

 

$

—

 

 

 

$

738

 

 

 

$

—

 

 

 

$

11,337

 

 

        

The Company maintains a non-qualified deferred compensation plan whereby management employees, including all ofIn 2009, there were no annual incentive plans in place for the executive officers can make pre-tax deferralor for any other employees. In addition, as mentioned above the Compensation Committee did not set performance criteria for the vesting of uprestricted 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. Incentives based on performance criteria were not 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 30% of theirthe Named Executive Officers and to other management employees in 2009 was intended to partially compensate them for salary and 100%benefit reductions.

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 any cash bonus. Monies deferred are payableour Named Executive Officers as of December 31, 2009.

 
 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)
Restricted Shares vest quarterly through June 2013.

(2)
Restricted shares vesting through 2012 based on performance criteria to be set by the plan participant upon termination of employment or retirement, and mayCompensation Committee.

(3)
Restricted shares vesting through 2013 based on performance criteria to be distributed as a lump-sum or over a specified installment period. Earnings on compensation deferred under this plan are tied toset by the performance of mutual funds, which are substantially the same funds as those in the Company’s 401(k) plan, and do not earn interest at a fixed rate.Compensation Committee.

Potential Payments Upon Termination or Change-in-Control

The amounts shown assume that termination occurred

(4)
Based on December 31, 2006 and include amounts earned, but not paid as2009 closing price of that date and hypothetical additional amounts, if any, assuming termination. Termination benefits available generally to all salaried employees are not included.

David C. Cole.Termination payments are agreed to pursuant to his employment agreement, which is summarized above. See “—Employment Agreement for David C. Cole.”

 

 

 

 

 

 

 

 

Termination

 

Termination in

 

Change in

 

 

 

 

 

 

 

 

 

without cause

 

connection

 

control

 

Executive benefits and

 

Death or

 

Termination

 

Voluntary

 

or for good

 

with change in

 

without

 

payments upon termination

 

 

 

disability

 

for cause

 

termination

 

reason

 

control

 

termination

 

Base salary

 

$

21,154

 

 

$

21,154

 

 

 

$

21,154

 

 

 

$

471,154

 

 

 

$

471,154

 

 

 

$

21,154

 

 

Bonus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock accelerated

 

 

 

 

 

 

 

 

 

 

 

 

5,455,184

 

 

 

5,455,184

 

 

 

 

 

 

Stock options accelerated

 

 

 

 

 

 

 

 

 

 

 

 

2,908,144

 

 

 

2,908,144

 

 

 

 

 

 

Health care

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Total

 

$

21,154

 

 

$

21,154

 

 

 

$

21,154

 

 

 

$

8,834,482

 

 

 

$

8,834,482

 

 

 

$

21,154

 

 

MLP of $5.55 per share.

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


Robert I. Webber.   Termination payments are agreed to pursuant to his employment agreement, which is summarized above. See “—Employment Agreement for Robert I. Webber.”

 

 

 

 

 

 

 

 

Termination

 

Termination in

 

Change in

 

 

 

 

 

 

 

 

 

without cause

 

connection

 

control

 

Executive benefits and

 

Death or

 

Termination

 

Voluntary

 

or for good

 

with change in

 

without

 

payments upon termination

 

 

 

disability

 

for cause

 

termination

 

reason

 

control

 

termination

 

Base salary

 

$

311,538

 

$

11,538

 

 

$

11,538

 

 

 

$

311,538

 

 

 

$

311,538

 

 

 

$

21,154

 

 

Bonus

 

33,336

 

33,336

 

 

33,336

 

 

 

33,336

 

 

 

33,336

 

 

 

33,336

 

 

Restricted stock accelerated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

848,000

 

 

Stock options accelerated

 

607,727

 

 

 

 

 

 

 

 

607,727

 

 

 

607,727

 

 

 

 

 

 

Health care

 

—

 

—

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Total

 

$

952,601

 

$

44,874

 

 

$

44,874

 

 

 

$

952,601

 

 

 

$

952,601

 

 

 

$

902,490

 

 

Fred W. Rickert.Mr. Rickert has two restricted share agreements with the Company; one for a grant of 24,000 shares on September 23, 2004 pursuant to the Maui Land & Pineapple Company, Inc. 2003 Stock and Incentive Compensation Plan; and the other for a grant of 6,000 shares on May 8, 2006 pursuant to the 2006 Equity and Incentive Award Plan. Both agreements provide that if there is a “change in control” and if within 180 days, Mr. Rickert voluntarily resigns from employment or is terminated from employment without “cause” any unvested restricted shares will become vested. For the purpose of these agreements, “change in control” and “cause” are substantially similar to the definition in Mr. Cole’s Employment Agreement.

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

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

Bonus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock accelerated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

863,739

 

 

 

 

 

 

Stock options accelerated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health care

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

Total

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

6,923

 

 

 

$

870,662

 

 

 

$

6,923

 

 

32



Robert M. McNatt.   Mr. McNatt is covered by an Executive Severance Plan covering certain management employees of the Company. Payments under the Executive Severance Plan will be made to a participant who is terminated from employment as a result of a restructuring or downsizing in operations, discontinuance of certain business activities, or elimination of a position with no comparable position within the Company being offered to the participant. The amount of the severance payment one month’s base salary for each year of service with a minimum of twelve months and a maximum of eighteen months. This payment will be made on the regular payroll schedule for the number of months that the participant is eligible to receive payment. If an incentive plan is in effect, the participant also will receive a pro-rated annual incentive plan payment earned during the year in which separation from employment occurred in accordance with the terms of such plan. During the period that the participant is eligible to receive severance payments, the Company will provide health care benefits with the same coverage and same employer contributions as the participant was receiving before termination of employment.

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

 

 

$

8,461

 

 

 

$

8,461

 

 

 

$

8,461

 

 

 

$

228,461

 

 

 

$

8,461

 

 

 

$

8,461

 

 

Bonus

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock accelerated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options accelerated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Health care

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,849

 

 

 

—

 

 

 

—

 

 

Total

 

 

$

8,461

 

 

 

$

8,461

 

 

 

$

8,461

 

 

 

$

234,310

 

 

 

$

8,461

 

 

 

$

8,461

 

 

Thomas H. Juliano.   Mr. Juliano’s employment offer letter specified that if he is terminated under certain circumstances before December 31, 2006, he will be eligible for severance benefits equal to one year’s salary. Mr. Juliano’s employment with the Company terminated in October 2006 and pursuant to the employment offer letter and a letter agreement covering the termination, Mr. Juliano will receive $250,000 in four equal quarterly payments ending in August 2007; continuation of Company paid health care premiums through April 2007, which is a total of approximately $3,800 in 2007; continuation of usage of a Company-owned residence at for a rental of $4,000 per month (which is estimated to be the fair market rent for this property).

33



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In February 2007,        We have a 51% ownership interest in Kapalua Bay Holdings, LLC, or Bay Holdings, the agreement to sell certain property to David C. Cole,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, President and Chief Executive Officer, closed escrow. In March 2006,and indirect beneficial owner of Revolution LLC, which is the Company entered into an agreementindirect majority owner of Exclusive Resorts LLC, and thus Mr. Case may be deemed to sell 190 acres of Upcountry Maui land and improvements thereon to Mr. Cole, for $4.9 million. The $4.9 million sales price representshave a 3% discount from the average of the independent appraisals received by the Company, and the entire amount was paidbeneficial interest in cash to the Company at the time of the closing. Subdivision of the land parcel was a condition precedent to the closing of the sale. As provided for in the purchase and sale agreement, in August 2006, the boundaries of the subject property were adjusted to accommodate natural topographic features based on completion of a survey map and, accordingly, an amendment to the agreement revised the sales price to $4.1 million for 157 acres. Prior to the closing of the sale, the Company leased the 3,500 square foot residence that is located on the property to Mr. Cole for $1,500 per month, which amount was at fair market value based on an estimate by a third party realtor. The property had been earmarked for sale in 2004 as part of the real estate that is considered non-core to the Company’s operations.Bay Holdings.

In August 2006, the Company entered into an agreement to sell approximately 89 acres of Upcountry Maui property for $3.6 million, to Director Duncan MacNaughton, who is also a member of the Compensation Committee. In November 2006, the agreement was cancelled at the request of Mr. MacNaughton and all deposits were returned.

In June 2005, the Company purchased a residential property in Upcountry Maui that includes a house and cottage on approximately 4 acres of land for $2.6 million. The purchase was made to provide housing for Thomas H. Juliano, an executive officer whom the Company hired in June 2005 and whose employment with the Company terminated in October 2006. The Company entered into a one-year rental agreement with Mr. Juliano at $4,000 per month, which amount was at fair market value. Mr. Juliano will vacate the property in June 2007 and the Company intends to enter into a rental agreement with Robert I. Webber, Chief Financial Officer & Senior Vice President/ Business Development of the Company. The rental fee for Mr. Webber will be no less than fair market value.

Review, Approval or Ratification of Transactions with Related Persons

The land sale transactions described above were structured in compliance with the Company’s 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.

The Company’s        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 the Company;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.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 the Company’sour officers and directors and beneficial owners of more than 10% of the Company’sour Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish the Companyus with copies of such reports. To the Company’sour knowledge, based solely upon a review of such reports and amendments thereto received by the Companyus during or with respect to its most recent fiscal year and upon written representations regarding all reportable transactions, the Companywe did not identify any such


required report that was not timely filed, except as follows:  Robert M. McNatt and Robert I. Webber each filed one Form 4 late.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Adele H. Sumida

ADELE H. SUMIDA

Secretary

filed.

BY ORDER OF THE BOARD OF DIRECTORS

ADELE H. SUMIDA
Secretary

Kahului, Maui, Hawaii
March 20, 2007April ==, 2010


35



Appendix A

Articles of Amendment


DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
STATE OF 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’sCorporation's Restated Articles of Association is amended and restated in its entirety as follows:

      The amount of the authorized capital stock of the corporationCorporation is twenty-threeForty Three Million (23,000,000)(43,000,000) shares of common stock without par value.

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

      The Board of Directors shall consist of such number of persons, not less than five (5) nor more than nine (9) as shall be determined in accordance with the Bylaws from time to time. The directors (and alternate directors and/or substitute directors, if any) shall be elected or appointed in the manner provided in the By-laws and may be removed from office in the manner provided in the By-laws and all vacancies in the office of director shall be filled in the manner provided for in the By-laws.


ARTICLE III
OUTSTANDING SHARES

The total number of shares outstanding is                        8,153,909..


ARTICLE IV
ADOPTION OF AMENDMENTS

The amendment to paragraph (a) of Article IV was adopted at a meeting of the shareholders held on May 7, 2007.13, 2010. Of the  8,153,909                        outstanding shares of common stock of the Corporation, constituting the sole voting group, 8,149,709                         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 2007.2010.


Warren H. Haruki
Chairman & Interim Chief Executive Officer

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.

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



INTERNET
http://www.proxyvoting.com/mlp

LOGO

David C. Cole

Use the Internet to vote your proxy. Have your
proxy card in hand when you access the web site.




Chairman, PresidentOR



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.



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 & Chief Executive OfficerTouche 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.

A-1You 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 status•View payment history for dividends
•View certificate history•Make address changes
•View book-entry information•Obtain a duplicate 1099 tax form

GRAPHICVisit 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

PROXYTOLL 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.

    Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders. The Proxy Statement and the 2009 Annual Report to Stockholders are available at:http://bnymellon.mobular.net/bnymellon/mlp

    â FOLD AND DETACH HERE â

    PROXY

    MAUI LAND & PINEAPPLE COMPANY, INC.

    120 KANE STREET, P. O. BOX 187

    KAHULUI,
    870 HALIIMAILE ROAD
    MAKAWAO, MAUI, HAWAII 96733-668796768-9768

    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
    ANNUAL MEETING TO BE HELD MAY 7, 200713, 2010

The undersigned hereby makes, constitutes and appoints DAVID C. COLE, 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”"Company") to be held at 9:008:30 a.m. on Monday,Thursday, May 7, 2007,13, 2010, at the Company’s corporate headquarters at 120 Kane Street, Kahului,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:

1.                                       To elect the nominees listed below as Class Two Directors to serve for a three-year term or until their successors have been elected and qualified:

MILES R. GILBURNE              KENT T. LUCIEN                  DAVID A. HEENAN

________ FOR                                       ________ WITHHOLD AUTHORITY FOR ALL

INSTRUCTION:  To withhold authority to vote for any individual nominee, write that nominee’s name in the space provided below:

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)








QuickLinks

2.                                       To ratify the selection of DeloitteMAUI LAND & Touche LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year 2007.

______  FOR        ______  AGAINST             ______ ABSTAIN

PINEAPPLE COMPANY, INC.
3.                                       To amend the Company’s Articles of Association to authorize an additional 14,000,000 shares of Common Stock.

______  FOR        ______  AGAINST             ______  ABSTAIN

--------------------------------------------------------------------------

THIS PROXY WILLMATTERS TO BE VOTED AS DIRECTED.  IF THE PROXY IS PROPERLY SIGNEDUPON
DIRECTOR COMPENSATION Year Ended December 31, 2009
Proposal No. 3 will NOT be adopted if shareholders approve Proposal No. 1
OTHER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND RETURNEDMANAGEMENT
EXECUTIVE COMPENSATION
CERTAIN RELATIONSHIPS AND NO DIRECTIONS ARE GIVEN, THE VOTE WILL BE IN FAVORRELATED TRANSACTIONS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

DEPARTMENT OF ALL PROPOSALS ABOVE.  DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS THAT MAY COME BEFORE THE MEETING.

COMMERCE AND CONSUMER AFFAIRS STATE OF HAWAII ARTICLES OF AMENDMENT
ARTICLE I NAME

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting and accompanying Proxy Statement.

Date:

, 2007

Please sign EXACTLY as name(s) appears at left:

If the proxy is signed by an attorney-in-fact, executor, administrator, trustee or guardian, give full title.

Vote by Internet or Telephone or Mail

24 Hours a Day, 7 Days a Week

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the annual meeting day.

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.

InternetARTICLE II AMENDMENTS


http://www.proxyvoting.com/xxxARTICLE III OUTSTANDING SHARES

Use the internet to vote your proxy. Have your proxy card in hand when you access the web site.

OR


TelephoneARTICLE IV ADOPTION OF AMENDMENTS

1-866-540-5760

Use any touch-tone telephone to vote your proxy.  Have your proxy card in hand when you call.

OR

Mail

Mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

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