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MLP > SEC Filings for MLP > Form 8-K on 19-May-2009All Recent SEC Filings

Show all filings for MAUI LAND & PINEAPPLE CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MAUI LAND & PINEAPPLE CO INC


19-May-2009

Change in Directors or Principal Officers, Financial Statements and


Item 5.02 Departure of Directors or Principal Officers; Election of
directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2009, the Board of Directors of Maui Land & Pineapple Company, Inc. (the "Company") accepted the resignation of Robert I. Webber from his positions as President and Chief Executive Officer of the Company. For purposes of determining severance payments and other benefits post-termination to Mr. Webber, the Company has agreed to treat Mr. Webber's resignation as a termination without cause under Mr. Webber's employment agreement; provided, however, that in lieu of the cash payment of one year base salary and option vesting to which Mr. Webber was entitled to receive under his employment agreement, Mr. Webber has agreed to enter into a Resignation Agreement and General Release. Mr. Webber's Resignation Agreement and General Release will be filed as an exhibit to the Company's next periodic report, and the following summary of the principal terms of the agreement is qualified by reference to such filing:

†          effective date of resignation:  May 22, 2009;

†          immediate vesting of 30,000 restricted shares that would have been
forfeited upon termination of employment;

†          $150,000 in cash, paid over six months;

†          immediate vesting of the following options to purchase common stock
of the Company with such options remaining exercisable through November 22,
2009:

†          75,000 options at $9.15;

†          25,000 options at $38.04;

†          20,000 options at $30.25;

†          continuation of health benefits for 3 months; and

†          a customary general release.

Also on May 14, 2009, Chairman of the Board, Warren H. Haruki was appointed as Interim Chief Executive Officer while the Company completes its search for a new CEO.

Mr. Haruki, age 56, currently serves the Company as Executive Chairman of the Board and as a Class Three Director and has served on the Board since 2006. He is also currently President and Chief Executive Officer of Grove Farm Company, Inc., a privately held company located in Lihue, Kauai, a position he has held since February 2005. Haruki concluded a 26-year career with GTE Hawaiian Tel - Verizon Hawaii, serving as its President from 1991 until his retirement in October 2003. He is also a Trustee for the Parker Ranch Foundation Trust, a land development and cattle ranch company headquartered on the Big Island of Hawaii. In addition to serving on the Board of the Company, he serves on the boards of Pacific Guardian Life Insurance Company and First Hawaiian Bank. Mr. Haruki holds a Bachelor of Science degree from Purdue University, a Masters of Business Administration from the University of Hawai'i, and is a Certified Public Accountant.

Effective with his appointment as Executive Chairman in January 2009, Mr. Haruki receives $180,000 in annual compensation, and was granted 20,000 shares of restricted stock and stock options to purchase 25,000 shares of the Company's common stock. The stock options and restricted stock vest over five years.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number Description
99.1 Maui Land & Pineapple Company, Inc. Press Release dated May 15, 2009

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