Maui Land & Pineapple Company, Inc. Stock Option Agreement For David Cole, Dated October 6, 2003

MAUI LAND & PINEAPPLE COMPANY, INC.
STOCK OPTION AGREEMENT FOR DAVID COLE


Agreement dated October 6, 2003 between Maui Land & Pineapple Company, Inc., a Hawaii corporation ("Company"), whose principal place of business is in the State of Hawaii, and David C. Cole ("Optionee").


1. Grant of Option. The Company hereby agrees to grant to Optionee, effective as of October 15, 2003 ("Grant Date"), the right and option ("Option") to purchase from the Company, for a price equal to the exercise price as described below ("Exercise Price"), up to 200,000 shares of Company common stock ("Company Stock" or "Shares"). However, this grant shall be contingent upon the Company's obtaining shareholder approval of certain amendments to the Company's Restated Articles of Association as may be required to increase authorized Shares for implementation of this grant. Although the Grant Date shall serve to determine certain administrative issues hereunder (e.g., term of Option, excisable, etc.), the actual grant date of this Option shall be the date on which shareholder approval is obtained as described in the preceding sentence and no Option shall be exercised and no Option Shares shall be issued until such approval date. This grant of Option shall constitute a nonqualified stock option which is not a qualified stock option as defined in Section 422 of the Internal Revenue Code of 1996, as amended. This grant of Option is made pursuant to the terms of that certain employment agreement by and between the Company and Optionee effective as of October 15, 2003 ("Employment Agreement").


2. Terms and Conditions of Option.


a. Exercise Price. The Exercise Price shall be $19.70 per Share, which is the fair market value per Share as of August 11, 2003.


b. Term of Option. The term of the Option over which the Option may be exercised shall commence on the Grant Date and, subject to the provisions of Section 3.b below, shall terminate ten years thereafter. The Option shall not be exercisable after the end of the term of the Option.


c. Exercisability of Option. As to the total number of Shares with respect to which the Option is granted, the Option shall be exercisable as follows: (i) one-third of the Option in the aggregate shall be exercisable on or after the first anniversary of the Grant Date, and (ii) an additional one-twelfth of the Option in the aggregate shall become exercisable on the completion of each quarter (i.e., three-month period, which need not begin or end at the beginning or end of calendar months) between the first and third anniversary of the Grant Date.


In addition, the Option shall become fully exercisable upon: (i) the termination by Company of Optionee's employment "without cause" (as described in Sections 8(d) and 8(f) of the Employment Agreement) or (ii) except as provided in Section 8(g)(iii) of the Employment Agreement, the Optionee's resignation for "good reason" (as described in Sections 8(d) and 8(g) of the Employment Agreement).


3. Additional Terms and Conditions.


a. Exercise of Option; Payments for Shares. This Option may be exercised from time to time with respect to all or any portion of the number of Shares with respect to which the Option has become exercisable, in whole or in part, by written notice to the Corporate Secretary of the Company or other authorized personnel of the Company. Any notice of exercise of the Option shall be accompanied by payment of the full Exercise Price for the Shares being purchased (i) by delivery of a good check payable to the order of the Company, by delivery to the Company of a number of Shares already owned by Optionee having a fair market value equal to such Exercise Price or (iii) by Optionee's requesting and agreeing in writing to a customary "net exercise" or "cashless exercise" with the Company or (iv) via a customary "same-day-sale" or margin account exercise arrangement (if consistent with applicable margin rules) with an SEC-registered broker dealer or (v) by a combination of these payment methods; and, in any case, the Company shall cooperate reasonably with such exercise and designated method of payment. The Option shall not be exercised for any fractional Shares and no fractional Shares shall be issued or delivered. The date of actual receipt by the Company of the notice of exercise shall be treated as the date of exercise of the Option for the Shares being purchased. If Optionee fails timely to pay for any Option Shares specified in the notice of exercise or fails promptly to accept delivery of the Option Shares, Company shall give notice to Optionee of such failure, demanding immediate cure and stating that, absent such curative action, the exercise will be ineffective; and, if such failure is not cured within thirty (30) days thereafter, the subject exercise shall be ineffective.


b. Termination of Option. Except as otherwise provided herein, the Option shall terminate and shall not be exercisable following Optionee's termination of employment. If Optionee's employment with the Company or any of its subsidiaries terminates, the Option shall continue to be exercisable, to the extent it is exercisable on the date such employment is terminated, for six months after such termination, but in no event after the tenth anniversary of the Grant Date. However, if Optionee's employment terminates because of Optionee's death (as described in Section 8(a) of the Employment Agreement) or disability (as described in Section 8(b) of the Employment Agreement), the Option shall continue to be exercisable, to the extent it is exercisable on the date such employment is terminated, for twelve months after such termination, but in no event after the tenth anniversary of the Grant Date.


If the Company terminates Optionee's employment for "cause" (as described in Sections 8(c) and 8(f) of the Employment Agreement), the Option shall immediately terminate at such time.


For these purposes, the Optionee's employment shall not be treated as terminated in the case of a transfer of employment within or between the Company and its subsidiaries or in the case of sick leave or other approved leaves of absences.


c. Issuance of Shares; Registration; Withholding
Taxes. As soon as practicable after the exercise of the Option and payment therefore as provided above, the Company shall cause to be issued and delivered to Optionee, or for Optionee's account, a certificate or certificates for the Option Shares purchased. The Company may withhold with respect to the payment of any Option Shares any taxes required to be withheld because of such payment, including the withholding of Shares otherwise payable due to exercise of the Option. If, without limiting the Company's obligations under Section 6 hereof or the rights of Optionee thereunder, a registration (as that term is defined below) is not in effect for the issuance of the Shares to Optionee, the Company may require a customary investment representation from Optionee and may include a legend on the share certificate(s) as described in Section 7, below. In any event, Optionee shall comply with any and all legal requirements relating to Optionee's resale or other disposition of any Shares acquired under this Agreement.


d. Nontransferability of Options. The Option and this Agreement shall not be assignable or transferable by Optionee other than by will or by the laws of descent and distribution, or to a family partnership or other entity customarily used for estate planning purposes, provided that the transferor agrees in writing in a form provided by the Company to be bound by all provisions of this Agreement. During Optionee's lifetime, the Option and all rights of Optionee under this Agreement may be exercised only by Optionee (or by his or her legal guardian or legal representative or such family partnership or similar entity). If the Option is exercised by such a partnership or similar entity or after Optionee's death, the Committee may require evidence reasonably satisfactory to it of the authority of the person exercising the Option to act in respect thereto. Any delay in furnishing such evidence, however, shall not make any otherwise valid exercise invalid as untimely but shall only permit the Company to delay reasonably the delivery of the certificate(s) for the subject shares.
4. Share Adjustments. The number and kind of securities issuable upon exercise of this Option and the Exercise Price shall be adjusted equitably for any increase or decrease in the number of issued shares of common stock, or the exchange of shares of common stock for other securities, by reason of a merger, reorganization, recapitalization, reclassification, stock split, stock dividend, or other capital adjustments so as to preserve, as nearly as may be, but not increase, the economic value and consequences of this Option and the exercise hereof. The adjustment required shall be made by the Committee, whose reasonable determination shall be conclusive. Except as otherwise provided in this Section 4, no adjustments shall be made for dividen ...