Exhibit 10.58
FIRST AMENDMENT TO EMPLOYMENT
AGREEMENT
This First Amendment to Employment
Agreement (“Amendment”) is made and entered into
effective as of the 8th day of December 2008, by and
between MAUI LAND & PINEAPPLE COMPANY, INC.
(“Company”), a Hawaii corporation, whose principal
place of business is in the State of Hawaii, and DAVID C. COLE (the
“Executive”).
WHEREAS, Company and Executive
entered into an Employment Agreement, which was made effective as
of the 6 th
day of October 2003 (the
“Employment Agreement”), providing for the terms and
conditions of the employment of Executive with Company.
WHEREAS, pursuant to Section 20
of the Employment Agreement, Company and Executive wish to amend
certain terms and provisions of the Employment
Agreement.
WHEREAS, except as specifically
amended hereby, the terms and provisions of the Employment
Agreement shall continue in full force and effect.
NOW, THEREFORE, in consideration of
the premises and promises contained herein, the parties agree as
follows:
1.
Section 8(g) of the
Employment Agreement is hereby amended to read in its entirety as
follows:
“ Definition of Resignation for Good Reason. A
resignation for good reason will occur if Executive resigns his
employment due to the occurrence of any of the following
conditions, without Executive’s written consent; provided
that Executive provides written notice to Company of the existence
of any such condition within ninety (90) days of its initial
existence and Company fails to remedy the condition within thirty
(30) days of receiving such notice. Notwithstanding the
preceding sentence, if Executive does not resign within nine
(9) months of the occurrence of a condition described below,
Executive is deemed to have consented and acquiesced to the
condition which shall not thereafter constitute “Good
Reason”:
(i)
a material
diminution in Executive’s base compensation;
(ii)
a material
diminution in Executive’s authority, duties, or
res
