Exhibit 10.1
CONSULTING
AGREEMENT
THIS AGREEMENT made this 9th day of
April 2007, between Maui Land & Pineapple Company (hereinafter
“MLP”) and BC & G International, LLC (hereinafter
“Consultant”).
RECITALS :
WHEREAS, MLP is engaged in the
agriculture business and desires to have certain services performed
by Consultant; and
WHEREAS, Consultant is an
independent business person engaged in the business of consulting
on agricultural matters and is currently registered with the State
of Hawaii under Hawaii Tax Identification Number W40370092-01;
and
WHEREAS, Consultant agrees to
perform these services for MLP as an independent contractor under
the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of
the mutual promises and covenants herein, the parties agree as
follows:
1.
DURATION
The term of this Agreement shall be
from March 12, 2007 to March 11, 2008, unless sooner terminated,
solely under conditions in Section 12, by either party upon thirty
(30) days’ written notice to either party.
2.
SERVICES TO BE PROVIDED BY
CONSULTANT
a.
The services to be performed by
Consultant for MLP includes, but not limited to, the
following: (1) assisting Maui Pineapple Company
(“MPC”) and MLP in transitioning projects or work to
the incoming President/Chief
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Executive Officer of MPC, the
incoming Executive Vice President/Agricultural Operations of MLP,
and/or their designees; (2) notifying MPC Vice President –
Human Resources Holly Ka`akimaka of any state or federal compliance
issues at MPC and/or MLP’s Agricultural Operations division;
and (3) upon request, assisting MPC, MLP and their attorneys in the
defense of legal claims that have arisen or may arise over matters
for which Consultant has knowledge.
b.
MLP may, during the term of this
Agreement, engage other independent Consultants to perform the same
work that Consultant performs hereunder.
c.
Consultant may perform services for
any other entity or person, or otherwise conduct business, during
the term of this Agreement so long as such work does not constitute
a conflict of interest with Consultant’s obligations
hereunder.
3.
PAYMENT FOR SERVICES;
REIMBURSEMENT OF EXPENSES
a.
MLP will pay Consultant the total
sum of Two Hundred Forty-One Thousand Three Hundred Two Dollars And
Eighty-Eight Cents ($241,302.88) for the services provided under
this Agreement. Payment shall be made in equal monthly
installments, on the first business day of each month. All
service fees are inclusive of the applicable general excise
tax.
b.
MLP agrees to reimburse Consultant
for pre-approved expenses incurred by Consultant on MLP’s
behalf, including without limitation, expenses associated with
ground and air transportation and telephone calls. The
expenses shall
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be repaid promptly upon
Consultant’s submission to MLP of receipts for such expenses,
but in no event later than thirty (30) days after
Consultant’s submission of his receipts.
4.
RELATIONSHIP OF
PARTIES
a.
It is expressly agreed by the
parties hereto that Consultant is not hereunder an agent or
employee of MLP or any of its subsidiaries and affiliates for any
purpose whatsoever, but is an independent contractor.
Furthermore, no relationship of joint venture or partnership of any
form is created by this Agreement.
b.
MLP neither reserves, nor will it
exercise, any control or direction over the method or manner by
which Consultant provides his services, including whether and on
what terms Consultant hires his employees, agents, or subordinates,
nor will MLP exercise any control over Consultant as to how
Consultant provides his services so as to best achieve the
objectives of this Agreement.
c.
Consultant agrees that he will not
hold out to the general public, customers, clients or others that
Consultant is an agent, officer, or employee of MLP, its
subsidiaries or affiliates. Consultant further agrees and
understands that he has no authority to bind or obligate MLP, with
respect to third parties, in any way whatsoever. In the event
Consultant does bind or obligate MLP, with respect to third
parties, in some way, Consultant shall be solely liable for
performance and payment of such commitments and for any costs and
damages to MLP and/or its subsidiaries and affiliates in connection
therewith.
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5.
RESPONSIBILITY FOR EMPLOYEES,
AGENTS AND EXPENSES
a.
Consultant shall furnish, at
Consultant’s own expense, all p
