Exhibit 10.1
OPTION
AGREEMENT
This Option Agreement is made this 6
th
day of August, 2007, and is executed by
and between MAUI LAND & PINEAPPLE COMPANY, INC.
(“MLP”) and ROBERT I. WEBBER
(“Optionee”).
RECITALS
MLP
is the owner in fee simple of certain property at 300 Inu Road,
bearing TMK (2) 2-2-013:31 and described as Royal Patent 2204, Land
Commission Award 8654, Apana 1 to Kapaole, situated at Waiakoa,
Kula, Maui, Hawaii, consisting of 3.367 acres, more or less
(the “Optioned Property”). MLP desires to grant to the
Optionee an option to purchase the Optioned Property, on all of the
terms and conditions hereof.
AGREEMENT
For
valuable consideration, receipt of which by each party is hereby
acknowledged, the parties hereby agree as follows:
1
Grant of Option . MLP hereby grants to Optionee the
exclusive option to purchase the Optioned Property from the MLP,
upon and subject to all of the terms and conditions set forth in
this agreement.
2
Option Consideration . As mutual consideration for the grant
of this option, MLP has made and Optionee has accepted an offer of
employment.
3
Option Term . The term of this Option shall begin on the
date hereof and shall terminate upon the earlier of (a) July 30,
2010 or (b) the termination of Optionee’s employment by MLP
or by a subsidiary of MLP.
4
Option Exercise . This Option may be exercised at any time
before the termination of the Option Term (time being of the
essence) by Optionee giving written notice to MLP at its address
set forth at the beginning of this agreement, pursuant to the
notice procedure set forth in Section 6 below. If Optionee shall
fail to timely exercise this Option in accordance with this
Section, then this Option shall expire and thereafter Optionee
shall have no further option, right or interest of any kind with
respect to the Optioned Property or the acquisition
thereof.
5
Terms and Conditions . In the event this Option is exercised
as required above, the parties agree that MLP shall sell to
Optionee and Optionee shall purchase from MLP the Optioned Property
in accordance with all the terms and conditions contained in this
Option Agreement:
(a) Purchase Price .
The purchase price shall be the fair market value of the Optioned
Property at the date of exercise of the Option in its then-current
condition and use, less the discounts described below, payable in
cash at closing. The fair market value of the Optioned
Property shall be
determined by appraisal. Upon exercise of the Option, the parties
shall agree on and shall hire an appraiser to determine the fair
market value of the Optioned Property.
If the parties cannot agree
upon an appraiser, either party can petition the Circuit Court of
the Second Circuit, State of Hawaii, for an order appointing a
neutral appraiser. The determination of fair market value by the
appraiser shall be final, and the expenses of the appraiser shall
be split equally between the parties.
The purchase price shall be
the fair market value of the Optioned Property less the
following:
i.
Three Percent (3%) of the fair market value;
ii.
The total amount of rent payments for the Optioned Property made by
Optionee during the period August 1, 2007 to Closing; and
iii.
The total amount paid by Optionee to improve the Optioned Property
(such as adding a heating system for the swimming pool), provided
that Optioner has granted prior written approval allowing Optionee
to make such improvement.
Optionee acknowledges
that the reduction in sales price for rental lease payments will
become taxable income to the Optionee as an employee of the company
if this Option is exercised. No real estate broker’s
commissions shall be paid for the sale to Optionee.
(b) Closing . The
closing shall occur not earlier than the 30 th
day following
Optionee’s exercise of this Option as provided in Section 4
above and not later than the 90 th
day following such
exercise. Closing shall be handled by First American Title
Company, Kahului Branch (“Escrow”).
(c) Title . At closing,
MLP shall transfer to Optionee, by warranty deed, fee simple
marketable title to the Optioned Property together with all
appurtenances, easements and improvements, subject to no liens,
encumbrances or other matters except as referred to on Exhibit A
hereto.
(d) Property sold “AS
IS” and Without Representation . The conveyance of the
Optioned Property shall be “AS IS&
