-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWxB+CNHdwMTUqJFCQDsZEW1ddhZYv+FxQmHIMPS9qdlZHk4cAXe7QD/bpGko0w8 cXGdnSH7l3MJTjz/UmIyEA== 0000063330-98-000037.txt : 19981116 0000063330-98-000037.hdr.sgml : 19981116 ACCESSION NUMBER: 0000063330-98-000037 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19981113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAUI LAND & PINEAPPLE CO INC CENTRAL INDEX KEY: 0000063330 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 990107542 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06510 FILM NUMBER: 98746446 BUSINESS ADDRESS: STREET 1: PO BOX 187 STREET 2: 120 KANE ST CITY: KAHULUI MAUI STATE: HI ZIP: 96732 BUSINESS PHONE: 8088773351 MAIL ADDRESS: STREET 1: PO BOX 187 CITY: KAHULUI STATE: HI ZIP: 96732 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended SEPTEMBER 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-6510 MAUI LAND & PINEAPPLE COMPANY, INC. (Exact name of registrant as specified in its charter) HAWAII 99-0107542 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687 (Address of principal executive offices) Registrant's telephone number, including area code: (808) 877-3351 NONE Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x]No [ ] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at November 6, 1998 Common Stock, no par value 7,188,500 shares MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets, September 30, 1998 (Unaudited) and December 31, 1997 3 Condensed Statements of Operations and Retained Earnings, Three Months Ended September 30, 1998 and 1997 (Unaudited) 4 Condensed Statements of Operations and Retained Earnings, Nine Months Ended September 30, 1998 and 1997 (Unaudited) 5 Condensed Statements of Cash Flows, Nine Months Ended September 30, 1998 and 1997 (Unaudited) 6 Notes to Condensed Financial Statements (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 6. Exhibits and Reports on Form 8-K 13 PART I FINANCIAL INFORMATION Item 1. Financial Statements MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED BALANCE SHEETS Unaudited 9/30/98 12/31/97 (Dollars in Thousands) ASSETS Current Assets Cash $ 570 $ 1,611 Accounts and notes receivable 16,705 12,748 Inventories 20,917 18,713 Other current assets 4,033 4,076 Total current assets 42,225 37,148 Property 206,490 200,504 Accumulated depreciation (118,540) (112,457) Property - net 87,950 88,047 Other Assets 9,904 9,519 Total 140,079 134,714 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt and capital lease obligations 6,484 3,052 Trade accounts payable 4,722 6,166 Other current liabilities 6,633 7,647 Total current liabilities 17,839 16,865 Long-Term Liabilities Long-term debt and capital lease obligations 32,441 29,435 Accrued retirement benefits 22,169 21,571 Equity in losses of joint venture 7,560 6,655 Other long-term liabilities 956 1,292 Total long-term liabilities 63,126 58,953 Stockholders' Equity Common stock, no par value - 7,200,000 shares authorized, 7,188,500 issued and outstanding 12,318 12,318 Retained earnings 46,796 46,578 Stockholders' equity 59,114 58,896 Total $140,079 $ 134,714 See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) Three Months Ended 9/30/98 9/30/97 (Dollars in Thousands Except Share Amounts) Revenues Net sales $30,717 $29,082 Operating income 6,890 7,088 Other income 100 1,206 Total Revenues 37,707 37,376 Costs and Expenses Cost of goods sold 21,458 20,887 Operating expenses 6,447 6,722 Shipping and marketing 4,437 3,705 General and administrative 3,758 3,541 Equity in losses of joint ventures 167 263 Interest 793 799 Total Costs and Expenses 37,060 35,917 Income Before Income Taxes 647 1,459 Income Tax Expense 246 499 Net Income 401 960 Retained Earnings, Beginning of Period 46,395 47,376 Retained Earnings, End of Period 46,796 48,336 Per Common Share Net income $ .06 $ .13 See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) Nine Months Ended 9/30/98 9/30/97 (Dollars in Thousands Except Share Amounts) Revenues Net sales $73,138 $72,551 Operating income 22,298 20,937 Other income 876 5,886 Total Revenues 96,312 99,374 Costs and Expenses Cost of goods sold 50,860 51,300 Operating expenses 19,449 19,452 Shipping and marketing 11,605 10,516 General and administrative 10,926 11,005 Equity in losses of joint ventures 814 776 Interest 2,301 2,230 Total Costs and Expenses 95,955 95,279 Income Before Income Taxes 357 4,095 Income Tax Expense 139 1,474 Net Income 218 2,621 Retained Earnings, Beginning of Period 46,578 45,715 Retained Earnings, End of Period 46,796 48,336 Per Common Share Net income $ .03 $ .36 See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended 9/30/98 9/30/97 (Dollars in Thousands) Net Cash Used in Operating Activities $ (933) $(7,189) Investing Activities Purchases of property (5,354) (6,684) Proceeds from disposal of property 601 5,339 Contributions to joint ventures (275) (1,145) Distributions from joint venture -- 1,950 Other (1,518) (1,489) Net Cash Used in Investing Activities (6,546) (2,029) Financing Activities Payments of long-term debt and capital lease obligations (6,662) (8,470) Proceeds from long-term debt 13,100 18,205 Net Cash Provided by Financing Activities 6,438 9,735 Net Increase (Decrease) in Cash (1,041) 517 Cash at Beginning of Period 1,611 453 Cash at End of Period $ 570 $ 970 Supplemental Disclosure and Cash Flow Information - Interest (net of amounts capitalized) of $2,727,000 and $2,848,000 was paid during the nine months ended September 30, 1998 and 1997, respectively. Income taxes of $516,000 and $110,000 were paid during the nine months ended September 30, 1998 and 1997, respectively. Capital lease obligations of $740,000 were incurred during the nine months ended September 30, 1997. See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of management, the accompanying condensed financial statements contain all normal and recurring adjustments necessary to present a fair statement of financial position and results of operations for the interim periods ended September 30, 1998 and 1997. 2. The Company's reports for interim periods utilize numerous estimates of production, general and administrative expenses, and other costs for the full year. Consequently, amounts in the interim reports are not necessarily indicative of results for the full year. 3. The effective tax rate for 1998 and 1997 differs from the statutory federal rate of 34% primarily because of the state tax provision and refundable state tax credits. 4. Accounts and notes receivable are reflected net of allowance for doubtful accounts of $623,000 and $567,000 at September 30, 1998 and December 31, 1997, respectively. 5. Inventories as of September 30, 1998 and December 31, 1997 were as follows (in thousands): 9/30/98 12/31/97 Pineapple products Finished goods $ 8,595 $ 8,977 Work in progress 2,283 823 Raw materials 2,210 1,325 Real estate held for sale 1,460 1,349 Merchandise, materials and supplies 6,369 6,239 Total Inventories $20,917 $18,713 6. Business Segment Information (in thousands): Three Months Ended Nine Months Ended September 30 September 30 1998 1997 1998 1997 Revenues Pineapple $ 28,235 $ 26,493 $ 65,261 $ 64,912 Resort 8,472 8,680 27,908 30,070 Commercial & Property 1,000 2,191 3,127 4,369 Corporate -- 12 16 23 Total revenues 37,707 37,376 96,312 99,374 Operating profit (loss) Pineapple 2,015 2,210 2,608 3,217 Resort 361 173 3,155 5,567 Commercial & Property 83 1,060 (29) 851 Total operating profit 2,459 3,443 5,734 9,635 Corporate expenses - net (1,019) (1,185) (3,076) (3,310) Interest expense (793) (799) (2,301) (2,230) Income tax expense (246) (499) (139) (1,474) Net income $ 401 $ 960 $ 218 $ 2,621 7. Average common shares outstanding for the interim periods ended September 30, 1998 and 1997 were 7,188,500. On May 1, 1998, the Company effected a four-for-one split of its common stock. All references to the number of shares of common stock and per share amounts have been restated to reflect the split. 8. Certain prior period amounts have been restated to conform to the current presentation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Consolidated Consolidated net income for the third quarter of 1998 was $401,000 compared to $960,000 for the third quarter of 1997. Revenues for the third quarter of 1998 were 1% higher than the third quarter of 1997. For the first nine months of 1998, the Company had net income of $218,000 compared to net income of $2.6 million for the first nine months of 1997. Revenues of $96 million for the first nine months of 1998 were 3% lower than the same period in 1997. The reduction in net income for the third quarter and first nine months of 1998 compared to the same periods in 1997 largely reflect differences in net profits from land sales. Net income for the third quarter of 1997 included approximately $650,000 from land sales in the Company's Commercial & Property segment. Land sales were responsible for approximately $140,000 and $3.3 million, respectively, of net income for the first nine months of 1998 and 1997. Interest expense was 1% lower for the third quarter and 3% higher for the first nine months of 1998 compared to the same periods in 1997 primarily as a result of differences in the average borrowing levels. Average interest rates were approximately the same in 1998 and 1997. General and administrative expenses were 6% higher for the third quarter and 1% lower for the first nine months of 1998 compared to the same periods in 1997. The increase in general and administrative expenses for the third quarter of 1998 is primarily due to charges in September of 1998 for pension and other postretirement expenses related to an early retirement incentive package that became effective on September 1, 1998. Lower general and administrative expenses for the first nine months of 1998 primarily reflect cost reductions in the land management area, lower insurance costs and lower salary expense. Pineapple Revenues from Pineapple operations were higher by 7% and 1%, for the third quarter and first nine months of 1998, respectively, as compared to the same periods in 1997. For the third quarter of 1998, a 4.5% increase in revenues was attributable to higher sales volume. Average prices were slightly lower in the third quarter of 1998. For the first nine months of 1998, revenues from fresh fruit and other sales and higher average prices for canned pineapple increased revenues by 2%. These increases were partially offset by lower sales volume. Pineapple operations produced an operating profit of $2 million for the third quarter of 1998 compared to $2.2 million for the third quarter of 1997. For the first nine months of 1998 Pineapple operations had an operating profit of $2.6 million compared to $3.2 million for the same period in 1997. Cost of sales per case sold was lower for the third quarter and the first nine months of 1998 compared to the same periods in 1997 largely because of better recoveries (cases per ton) and other production efficiencies. Charges in the third quarter of 1998 as a result of an early retirement incentive package and higher shipping and marketing costs were responsible for lower operating profits in 1998. Resort Revenues from the Company's Kapalua Resort segment were $8.5 million and $8.7 million for the third quarter of 1998 and 1997, respectively. For the first nine months of 1998 and 1997, revenues were $27.9 million and $30.1 million, respectively. Operating profits from the Resort were $361,000 and $173,000 for the third quarter of 1998 and 1997, respectively. For the first nine months of 1998 and 1997 operating profits were $3.2 million and $5.6 million, respectively. Resort revenues and operating profit for first nine months of 1997 includes $4.2 million from the sale of the land parcel next to the Kapalua Bay Hotel. Excluding this transaction, the resort's golf and other operations produced an operating profit of $3.2 million for the first nine months of 1998 compared to $1.4 million for the same period a year ago. Operating results for the third quarter and first nine months of 1998 included higher lease revenues from the Kapalua Bay Hotel ground lease, the Kapalua Shops tenant leases and other commercial leases primarily because in 1997 the Kapalua Bay Hotel was closed for part of the year for restoration work. The Kapalua Villas contributed to the improved 1998 results due to higher average room rates. Increases in paid rounds of golf and average green fees also contributed to the improved results for the first nine months of 1998. Commercial & Property Revenues from the Commercial & Property segment for the third quarters of 1998 and 1997 were $1 million and $2.2 million, respectively. For the first nine months of 1998 revenues were $3.1 million compared to $4.4 million for the first nine months of 1997. Operating profit from this segment was $83,000 for the third quarter of 1998 compared to $1.1 million for the third quarter of 1997. For the first nine months of 1998 the segment produced an operating loss of $29,000 compared to an operating profit of $851,000 for the first nine months of 1997. Higher contributions from land sales in the third quarter of 1997 were primarily responsible for the lower 1998 results. Losses from Kaahumanu Center were about the same for the third quarter of 1998 and the third quarter of 1997. For the first nine months of 1998, the Company's share of losses from this investment increased compared to the same period in 1997 primarily because of bad debt expense recorded in the first quarter of 1998. LIQUIDITY, CAPITAL RESOURCES AND OTHER At September 30, 1998, total debt including capital leases was $38.9 million, approximately $6 million higher than December 31, 1997. The increase in debt principally reflects the pineapple canning season that peaks in September and a lag in collection of receivables, particularly from sales to the U.S. government. Cash flows from operating activities are expected to be positive during the fourth quarter of 1998 and debt should be reduced by year-end. Unused short- and long-term lines of credit available to the Company at the end of the third quarter of 1998 totaled $13.9 million. Expenditures for fixed assets, investments and Resort deferred development costs are estimated to be approximately $11.1 million in 1998. Included in this amount is approximately $5.3 million for replacement of existing equipment for Pineapple and Resort operations. The Company expects to finance most of these expenditures with cash flows from operations. An enhanced early retirement package that was offered to employees in the pineapple and corporate divisions became effective on September 1, 1998. The package was offered as part of the Company's plan to consolidate certain pineapple operations and reduce the size of its workforce. The Company recorded charges of $343,000 in the third quarter of 1998 for termination benefits due to the enhanced early retirement package. Reductions in payroll related expenses for the last four months of 1998 are expected to offset part of the charges for termination benefits recorded in the third quarter. The Company has evaluated its data processing and computer application systems with respect to Year 2000 capability and has set target dates for compliance of all systems. Several of the Company's data processing applications use software programs purchased from outside vendors. Except as mentioned in the discussion that follows, all applications requiring upgrades from software vendors are now Year 2000 compliant. The Company has received, but not yet installed the vendor provided software upgrades for its human resource and time and attendance systems. Completion of installation and testing of these upgrades is set for the end of the first quarter 1999. The Year 2000 software upgrade for the Resort merchandise inventory control and golf reservations system has been partially received and the remainder of this upgrade is expected to be received by year-end 1998. The upgrade to the operating system for the equipment used by this application is presently available, but may require additional modification to function with the upgrades to the software applications. Installation and testing of software upgrades to the Resort merchandise inventory control data and golf reservation system are estimated to be completed by April 30, 1999, and the operating system for the equipment will be upgraded thereafter. The Resort merchandise inventory control system accumulates and processes data for approximately 150,000 items sold in ten retail outlets at the Kapalua Resort. Delay in the receipt, installation and testing of this software upgrade could affect merchandise purchase order procedures resulting in decreased control over inventory levels. Reorder lead times range from four to seven months and proper reorder control requires that active purchase orders be in the inventory control system. The vendor has assured the Company that it is committed to delivery of this software upgrade on a timely basis. The Company is presently accumulating information on alternative systems in the event that upgrades for the current system become unacceptably delayed. Several of the Company's custom data processing programs will require modification in order to be Year 2000 compliant. Among these programs, the pineapple sales system and the pineapple warehouse system have been identified as critical to the Company's operations. The Company's Information Services personnel have identified the necessary programming changes to these applications. It is estimated that programming and testing of the pineapple warehouse system will be complete by the end of November 1998 and the pineapple sales system will be compliant by the end of 1998. At this time it appears that the Company's current Information Services personnel will be able to complete all program modifications, installations and testing, and that no outside resources will be required. The Company has received responses to 90% of the letters initiated during the first half of 1998 assessing the risk of interruption of the Company's businesses by vendors, suppliers and trading partners. The responses all indicate that these trading partners' data processing systems are either already Year 2000 compliant or are expected to be compliant by the end of the first quarter of 1999. The Company has completed a checklist of its non-information technology systems and has identified a system that will require an upgrade to be Year 2000 compliant. The upgrade identified does not have any functional effect on the Company's operations. The Company is in the process of identifying the necessary upgrades to the numerous personal computers used in the Company and expects that this will be an ongoing process through the first half of 1999. Based on current information, no material expenditures associated with the Year 2000 issue have been identified. This report contains forward-looking statements, within the meaning of Private Securities Litigation Reform Act of 1995, as to the Company's expectations for positive cash flows from operating activities and reduction of expenses for the remainder of 1998, and its expectations regarding the Year 2000 issue. Forward-looking statements contained in this report or otherwise made by the Company are subject to certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, the success of the Company in identifying systems and programs that contain two-digit year codes, the nature and amount of programming required to upgrade or replace each of the programs and systems affected by the two-digit year code, the timeliness of receipt and accuracy of vendor provided Year 2000 software upgrades, and other risks and uncertainties as disclosed in the Company's Form 10-K filing with the Securities and Exchange Commission. PART II OTHER INFORMATION Item 1. Legal Proceedings Antidumping Petition In April of 1998, the United States Court of Appeals for the Federal Circuit heard the appeals of Maui Pineapple Company, Ltd. and the Department of Commerce regarding the antidumping petition and calculation of duties on imports of canned pineapple fruit from Thailand. A final decision is expected by the end of 1998. In August of 1998, the final results of the second administrative review were announced by the Department of Commerce. The review resulted in lower duties for six of the seven Thai producers reviewed. The antidumping duties presently in place on imports of canned pineapple fruit from Thailand range from less than 1% up to 51%. The third administrative review covering the period from July 1997 to June 1998 commenced in August of 1998 and a preliminary determination is expected sometime in the second quarter of 1999. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (10) Material Contracts A. Maui Land & Pineapple Company, Inc. Executive Deferred Compensation Plan, effective as of October 1, 1998.* (27) Financial Data Schedule As of September 30, 1998 and for the nine months then ended.* *Filed Herewith (b) Reports on Form 8-K The Company filed no reports on Form 8-K for the period covered by this report. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MAUI LAND & PINEAPPLE COMPANY, INC. November 12, 1998 /S/ PAUL J. MEYER Date Paul J. Meyer Executive Vice President/Finance (Principal Financial Officer) EX-27 2
5 This schedule contains summary financial information extracted from the Maui Land & Pineapple Company, Inc. Balance Sheet as of September 30, 1998 and the Statement of Operations for the nine months then ended, and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1998 SEP-30-1998 570 0 17,328 623 20,917 42,225 206,490 118,540 140,079 17,839 32,441 0 0 12,318 46,796 140,079 73,138 96,312 50,860 70,309 0 0 2,301 357 139 218 0 0 0 218 .03 .03
EX-10 3 MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE DEFERRED COMPENSATION PLAN (Effective as of October 1, 1998) MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE DEFERRED COMPENSATION PLAN TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER 1 1.1. Definitions 1 ARTICLE 2. PARTICIPATION 4 2.1. Who May Participate 4 2.2. Termination of Participation 4 2.3. Relationship to Other Plans 4 2.4. Missing Persons 4 ARTICLE 3. ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO ACCOUNT AND CREDITING GAINS AND LOSSES TO ACCOUNT 5 3.1 Establishment of Account 5 3.2. Deferrals 5 3.3. Crediting Rate 6 ARTICLE 4. VESTING OF ACCOUNT 6 ARTICLE 5. DISTRIBUTION OF BENEFITS 6 5.1. Timing of Distributions 6 5.2. Method of Distribution 6 5.3. Death Benefits 7 5.4. Acceleration of Distributions 8 5.5. Hardship Withdrawals 8 5.6. Claims Procedure 8 ARTICLE 6. FUNDING 9 6.1. Source of Benefits 9 6.2. No Claim on Specific Assets 9 ARTICLE 7. ADMINISTRATION 10 7.1. Administration 10 7.2. Powers and Duties of the Committee 10 7.3. Actions of the Committee 11 7.4. Delegation 11 7.5. Reports and Records 11 ARTICLE 8. AMENDMENTS AND TERMINATION 12 8.1. Amendments 12 8.2. Termination 12 ARTICLE 9. MISCELLANEOUS 12 9.1. No Guarantee of Employment or Entitlement to Base Salary or Bonus 12 9.2. Release 13 9.3. Notices 13 9.4. Non-alienation 13 9.5. Tax Liability 13 9.6. Captions 13 9.7. Applicable Law 13 MAUI LAND & PINEAPPLE COMPANY, INC. EXECUTIVE DEFERRED COMPENSATION PLAN Maui Land & Pineapple Company, Inc. ("Company") hereby establishes, effective October 1, 1998, a nonqualified deferred compensation plan for the benefit of certain employees of the Company and its subsidiaries ("Subsidiaries"). This plan shall be known as the Maui Land & Pineapple Company, Inc. Executive Deferred Compensation Plan ("Plan"). The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as described in Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The obligation of the Company to make payments under the Plan constitutes an unsecured (but legally enforceable) promise of the Company to make such payments and no person, including any Participant or Beneficiary under the Plan, shall have any lien, prior claim or other security interest in any property of the Company as a result of the Plan. ARTICLE 1. DEFINITIONS, GENDER, AND NUMBER 1.1. Definitions. Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning, and when a defined meaning is intended, the term is capitalized. a. "Account" means the record of amounts credited by the Company on its books on behalf of a Participant to measure and determine the amount of deferred compensation to be paid to the Participant or his or her Beneficiary under the Plan. b. "Annual Incentive Plan" means the Maui Land & Pineapple Company, Inc. Annual Incentive Plan. c. "Base Salary" of a Participant for any Plan Year means the total salary and wages paid by the Company to such individual for such Plan Year. "Base Salary" shall exclude any other remuneration paid by the Company, such as bonuses (including the Bonus under the Annual Incentive Plan), commissions, overtime pay, stock options, distributions of compensation previously deferred, restricted stock, allowances for expenses (including moving, travel expenses, and automobile allowances), and fringe benefits whether payable in cash or in a form other than cash. In the case of an individual who is a participant in a plan sponsored by the Company which is described in Section 401(k) or 125 of the Code, the term "Base Salary" shall include any amount which would be included in the definition of Base Salary but for the individual's election to reduce his or her Base Salary and have the amount of the reduction contributed to or used to purchase benefits under such plan. d. "Beneficiary" or "Beneficiaries" means the persons or trusts designated by a Participant in writing pursuant to Section 5.3(c) of the Plan as being entitled to receive any benefit payable under the Plan by reason of the death of a Participant, or, in the absence of such designation, the individuals or entities entitled to receive such benefits pursuant to Section 5.3(d) of the Plan. e. "Board of Directors" means the Board of Directors of the Company as constituted at the relevant time. f. "Bonus" means compensation paid under the provisions of the Annual Incentive Plan. g. "Code" means the Internal Revenue Code of 1986, as amended from time to time and any successor statute. References to a Code section shall be deemed to be to that section or to any successor to that section. h. Committee" means the Administrative Committee appointed by the Board of Directors to administer the Plan. i. "Company" means Maui Land & Pineapple Company, Inc., a Hawaii Corporation. j. Effective Date" means the date on which this Plan becomes effective, October 1, 1998. k. "Eligible Employee" means an employee who has been designated by the Committee and approved by the Board of Directors, pursuant to Section 2.1, as eligible to make contributions to the Plan. As of the Effective Date the employees listed on Exhibit A shall be Eligible Employees, and such Exhibit A shall be revised from time to time in order to reflect all current Eligible Employees. l. ERISA means the Employee Retirement Income Security Act of 1974, as amended. m. "Participant" means an individual who has been designated by the Committee and approved by the Board of Directors as an Eligible Employee and has elected to participate in the Plan. n. "Plan" means the "Maui Land & Pineapple Company, Inc. Executive Deferred Compensation Plan," as set forth herein and as may be amended or restated from time to time. o. "Plan Administrator" means the Company (as defined in Section 3(16)(A) of ERISA and Section 414(g) of the Code) for purposes of the reporting and disclosure requirements of ERISA and the Code. p. "Plan Year" means the short Plan Year October 1, 1998, through December 31, 1998, and each January 1 through December 31 thereafter. q. "Rabbi Trust" means a Trust created specially for the Trust Assets for the Plan. r. "Subsidiaries" means Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd. s. "Trust" means the Trust Agreement for the Maui Land & Pineapple Company, Inc. Executive Deferred Compensation Plan, created for the transfers of assets to a trustee for the benefit of the Participants. t. "Trust Agreement" means an agreement between the Company and the Trustee establishing the Trust and specifying the duties of the Trustee. u. "Trust Assets" means the assets held in the Trust for the benefit of the Participants. v. "Trustee" means the Trustee appointed by the Board of Directors to hold the Trust Assets. ARTICLE 2. PARTICIPATION 2.1. Who May Participate. Subject to the Board of Directors' approval, the Committee shall designate from time to time those Eligible Employees of the Company who are eligible to make contributions to the Plan. The Committee shall have complete discretion in making this determination subject only to the requirements that an Eligible Employee must be a member of a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. An Eligible Employee shall become a Participant in the Plan by (a) completing and submitting to the Company a deferral election at the time and in the manner specified by the Committee, and (b) complying with such terms and conditions as the Committee may from time to time establish for the implementation of the Plan, including, but not limited to, any condition the Committee may deem necessary or appropriate for the Company to meet its obligations under the Plan. 2.2. Termination of Participation. Once an Eligible Employee has become a Participant in the Plan, participation shall continue until the first to occur of (a) payment in full of all benefits to which the Participant or Beneficiary is entitled under the Plan, (b) the occurrence of an event specified in Section 2.4 which results in loss of benefits, or (c) termination of the individual's participation pursuant to Section 8.2. 2.3. Relationship to Other Plans. Participation in the Plan shall not preclude participation of the Participant in any other fringe benefit program or plan sponsored by the Company for which such Participant would otherwise be eligible. 2.4. Missing Persons. If the Company is unable to locate the Participant or his or her Beneficiary for purposes of making a distribution, the amount of the Participant's benefits under the Plan that would otherwise be considered as nonforfeitable shall be forfeited effective four years after (a) the last date a payment of said benefit was made, if at least one such payment was made, or (b) the first date a payment of said benefit was directed to be made by the Company pursuant to the terms of the Plan, if no payments have been made. If such person is located after the date of such forfeiture, the benefits for such Participant or Beneficiary shall not be reinstated hereunder. ARTICLE 3. ESTABLISHMENT OF ACCOUNT, CONTRIBUTIONS TO ACCOUNT AND CREDITING GAINS AND LOSSES TO ACCOUNT 3.1 Establishment of Account. The Company shall establish an Account on behalf of each Participant to which it shall credit the contributions described in Section 3.2, as adjusted for gains and losses pursuant to Section 3.3. The Account shall be used solely as a device to measure and determine the amount of benefits to be paid to a Participant or Beneficiary under the Plan and all amounts which are credited to the Account shall be credited solely for accounting and computation purposes. The assets shall constitute property of the Company and shall be subject to the claims of the Company's creditors. No Participant or Beneficiary shall have any incidents of ownership in the Account or in amounts credited to the Account. A Participant's or Beneficiary's position with respect to payment of benefits under the Plan is that of a general unsecured creditor of the Company. The Company shall establish a Rabbi Trust on behalf of all Participants or Beneficiaries as the Company considers necessary or advisable for purposes of maintaining a proper accounting of amounts to be credited under the Plan on behalf of the Participant or Beneficiary. 3.2. Deferrals. A Participant may elect to have a specific percentage (in whole percentages) or dollar amount of the Base Salary and Bonus otherwise payable to the Eligible Employee during each Plan Year contributed to the Plan on the Participant's behalf. The amount which a Participant may elect to defer for any payroll period in whole percentages of the Eligible Employee's Base Salary and Bonus shall not exceed 30% of such Base Salary and 100% of such Bonus paid for such payroll period. However, for the initial Plan Year commencing October 1, 1998, and ending December 31, 1998, the Participant may elect to defer an amount up to 30% of the Eligible Employee's Base Salary and 100% of the Eligible Employee's Bonus paid during the entire calendar year ending December 31, 1998. The Company shall post to the Account of each Participant the amount of the Base Salary or Bonus deferred on the Participant's behalf, as designated by the Participant's deferral election in effect for that Plan Year. The amount deferred from the Eligible Employee's Base Salary or Bonus shall be posted to the Participant's Account at the time the Base Salary or Bonus would otherwise have been paid to the Participant. A deferral election shall be made annually at a date to be determined by the Committee, but no later than December 31 of the calendar year immediately preceding the Plan Year for which the election applies. Elections shall be made in writing on a form provided by the Committee, shall be delivered to the Company at the time and in the manner specified by the Committee, and, except as set forth in Section 5.5, shall be irrevocable once made with respect to the applicable Plan Year. 3.3. Crediting Rate. A Participant's Account shall be credited with gains and losses in accordance with the following rules. The Committee shall from time to time in its discretion designate certain investment funds to be used as an index for the crediting of gains and losses to a Participant's Account. A Participant shall be entitled to designate which such fund or funds shall be used to measure gains and losses to the Participant's Account in accordance with rules established by the Committee, by completing and filing with the Company an investment election. The Participant's Account will then be credited with gains and losses as if invested in such fund or funds in accordance with the Participant's investment election and the rules established by the Committee. A Participant shall be entitled to change his or her investment election by entering into a new investment election; however, the Participant shall not be entitled to change his or her investment election more frequently than once a quarter. The Company shall have no obligation to actually invest any amounts in any such fund or funds; rather the fund or funds shall be used solely as an index or measure of investment gains and losses to be credited to the Participant's Account. Subject to Section 8.1, the Committee may, in its sole discretion, eliminate any fund previously designated by the Committee pursuant to this Section 3.3, substitute a new fund or funds therefore, or add funds, at any time. ARTICLE 4. VESTING OF ACCOUNT A Participant shall always be 100% vested in his or her Account. ARTICLE 5. DISTRIBUTION OF BENEFITS 5.1. Timing of Distributions. Subject to Sections 5.4 and 5.5, distribution to a Participant of the Participant's vested Account balance shall commence within an administratively practicable period of time after the Participant's termination of employment and in accordance with the applicable distribution method under Section 5.2. 5.2. Method of Distribution. Subject to Sections 5.4 and 5.5, a Participant must elect in advance, at the time of a deferral election and on a form provided by the Committee, the distribution method for that portion of the Participant's vested Account balance that is attributable to the deferral election. A Participant may elect to defer the commencement of the distribution of his or her Account following a specified number of years. Further, a Participant may elect to receive a distribution in the form of one of the following: (a) single lump sum payment, (b) substantially equal annual installment payments over five, ten, or fifteen years. The Participant's vested Account balance shall be credited during the payment period with gains and losses in accordance with Section 3.3. However, in the event of a termination of employment prior to the date on which the Participant attains age 55, the distribution shall be in the form of a single lump sum payment. 5.3. Death Benefits. a. Death After Benefit Commencement. In the event a Participant dies after benefits have commenced to him or her, the Participant's remaining vested Account balance, if any, shall be paid to the Participant's Beneficiary in the manner commencing within an administratively practicable time following the Participant's death in the form of a single lump sum payment. b. Death Prior to Benefit Commencement. In the event a Participant dies prior to the date on which benefits commence to the Participant, the Participant's vested Account balance shall be paid to the Participant's Beneficiary in the manner commencing within an administratively practicable time following the Participant's death in the form of a single lump sum payment. c. Designation by Participant. Each Participant has the right to designate primary and contingent Beneficiaries for death benefits payable under the Plan. Such Beneficiaries may be individuals or trusts for the benefit of individuals. A Beneficiary designation by a Participant shall be in writing on a form acceptable to the Committee and shall only be effective upon delivery to the Company. A Beneficiary designation may be revoked by a Participant at any time by delivering to the Company either written notice of revocation or a new Beneficiary designation form. The Beneficiary designation form last delivered to the Company prior to the death of a Participant shall control. d. Failure to Designate Beneficiary. In the event there is no Beneficiary designation on file with the Company, or all Beneficiaries designated by a Participant have predeceased the Participant, the benefits payable by reason of the death of the Participant shall be paid to the Participant's spouse, if living; if the Participant does not leave a surviving spouse, to the Participant's issue by right of representation; or, if there are no such issue then living, to the Participant's estate. In the event there are benefits remaining unpaid at the death of a sole Beneficiary and no successor Beneficiary has been designated by the Participant, the remaining balance of such benefits shall be paid to the deceased Beneficiary's estate. If there are benefits remaining unpaid at the death of a Beneficiary who is one of multiple concurrent Beneficiaries, such remaining benefits shall be paid proportionally to the surviving Beneficiaries. 5.4. Acceleration of Distributions. The Committee may, in its discretion, accelerate the distribution of, or alter the method of payment of, benefits payable to a Participant. In all events, if a Participant's total vested Account balance, determined as of the date on which the Participant terminates employment, is $5,000 or less, the Participant's Account shall be distributed in a lump sum as soon as administratively practicable following his or her termination of employment. 5.5. Hardship Withdrawals. Upon the application of any Participant, the Committee, in accordance with uniform and nondiscriminatory procedures as the Committee may determine, may permit such Participant to terminate his or her deferral election or to withdraw some or all of his or her Account. A Participant must give a written petition of the termination of his or her deferral election at least thirty days (or such shorter period of time as permitted by the Committee in its discretion) prior to date on which the Base Salary or Bonus subject to the election would otherwise have been paid to the Participant in cash. A Participant must give a written petition of the intent to withdraw from his or her Account at least sixty days (or such shorter period of time as permitted by the Committee in its discretion) prior to the date of withdrawal. No termination or withdrawal shall be made under the provisions of this Section except for the purpose of enabling a Participant to meet immediate needs created by a financial hardship for which the Participant does not have other reasonably available sources of funds as determined by the Committee in accordance with uniform rules. The term "financial hardship" shall include the need for funds to meet uninsured medical expenses for the Participant or the Participant's dependents, meet a significant uninsured casualty loss for the Participant or the Participant's dependents, and meet other catastrophes of a "sudden and serious nature". 5.6. Claims Procedure. The Committee shall notify a Participant in writing within ninety days of the Participant's written application for benefits of the Participant's eligibility or non-eligibility for benefits under the Plan. If the Committee determines that a Participant is not eligible for benefits, the notice shall set forth (a) the specific reasons for such denial, (b) a specific reference to the provision of the Plan on which the denial is based, (c) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (d) an explanation of the Plan's claims review procedure and other appropriate information as to the steps to be taken if the Participant wishes to have his or her claim reviewed. If the Committee determines that there are special circumstances requiring additional time to make a decision, the Committee shall notify the Participant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional ninety- day period. If a Participant is determined by the Committee to be not eligible for benefits, or if the Participant believes that he or she is entitled to greater or different benefits, the Participant shall have the opportunity to have the Participant's claim reviewed by the Committee by filing a petition for review with the Committee within sixty days after receipt by the Participant of the notice issued by the Committee. The petition shall state the specific reasons the Participant believes that he or she is entitled to benefits or greater or different benefits. Within sixty days after receipt by the Committee of the petition, the Committee shall afford the Participant (and his or her counsel, if any) an opportunity to present the Participant's position to the Committee orally or in writing, and the Participant (and his or her counsel, if any) shall have the right to review the pertinent documents, and the Committee shall notify the Participant of its decision in writing within the sixty-day period, stating specifically the basis of the decision written in a manner calculated to be understood by the Participant and the specific provisions of the Plan on which the decision is based. If, because of the need for a hearing, the sixty-day period is not sufficient, the decision may be deferred for up to another sixty-day period at the election of the Committee, but notice of this deferral shall be given to the Participant. ARTICLE 6. FUNDING 6.1. Source of Benefits. All benefits under the Plan shall be paid when due by the Company out of its general assets, including from a Rabbi Trust that is established by the Company to hold and distribute Plan benefits. 6.2. No Claim on Specific Assets. No Participant shall be deemed to have, by virtue of being a Participant in the Plan, any claim on any specific assets of the Company such that the Participant would be subject to income taxation on the Participant's benefits under the Plan prior to distribution, and the rights of a Participant or Beneficiary to benefits to which the Participant is otherwise entitled under the Plan shall be those of an unsecured general creditor of the Company. ARTICLE 7. ADMINISTRATION 7.1. Administration. The Plan shall be administered by an Administrative Committee composed of one or more individuals appointed by the Board of Directors to serve at its pleasure without compensation. The members of the Committee shall be named fiduciaries with authority to control and manage the operation and administration of the Plan. The members of the Committee need not be employees of the Company. Any Committee member may resign by giving notice, in writing, to the Board of Directors. The Company shall bear all administrative costs of the Plan other than those specifically and directly charged to a Participant or Beneficiary. 7.2. Powers and Duties of the Committee. In addition to the other powers granted under the Plan, the Committee shall have all powers necessary to administer the Plan, including, without limitation, powers: a. Resolving all questions relating to the eligibility of employees to become Participants; b. Determining the appropriate allocations to Participants' Accounts; c. Determining the amount of benefits payable to a Participant (or Beneficiary), and the time and manner in which such benefits are to be paid; d. Selecting the investment funds to be offered to Participants for investments of their Accounts; e. Authorizing and directing all disbursements of Trust Assets by the Trustee; f. Establishing procedures in accordance with Section 414(p) of the Code to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders; g. Engaging any administrative, legal, accounting, clerical or other services that it may deem appropriate; h. Construing and interpreting the Plan and the Trust Agreement and adopting rules for administration of the Plan that are consistent with the terms of the Plan documents and of ERISA and the Code; i. Compiling and maintaining all records it determines to be necessary, appropriate and convenient in connection with the administration of the Plan; j. Reviewing the performance of the Trustee with respect to the Trustee's administrative duties, responsibilities and obligations under the Plan and Trust Agreement, and k. Executing agreements and other documents on behalf of the Plan and Trust. 7.3. Actions of the Committee. The Committee (including any person or entity to whom the Board has delegated duties, responsibilities, or authority, to the extent of such delegation) shall have total and complete discretionary authority to determine conclusively for all parties all questions arising in the administration of the Plan, to interpret and construe the terms of the Plan, and to determine all questions of eligibility and status of employees, Participants, and Beneficiaries under the Plan and their respective interests. Subject to the claims procedures of Section 5.6, all determinations, interpretations, rules and decisions of the Committee (including those made or established by any person or entity to whom the Board has delegated duties, responsibilities, or authority, if made or established pursuant to such delegation) shall be conclusive and binding upon all persons having or claiming to have any interest or right under the Plan. 7.4. Delegation. The Committee shall have the power to delegate specific duties and responsibilities to officers or other employees of the Company or other individuals or entities. Any delegation may be rescinded by the Board at any time. Each person or entity to whom a duty or responsibility has been delegated shall be responsible for the exercise of such duty or responsibility and shall not be responsible for any act or failure to act of any other person or entity. 7.5. Reports and Records. The Committee, and those to whom the Committee has delegated duties under the Plan, shall keep records of all their proceedings and actions and shall maintain books of account, records, and other data as shall be necessary for the proper administration of the Plan and for compliance with applicable law. ARTICLE 8. AMENDMENTS AND TERMINATION 8.1. Amendments. The Company, by resolution of the Board, or by resolution of the Committee, to the extent authorized by the Board, may amend the Plan, in whole or in part, at any time and from time to time. However, no such amendment shall have the effect of eliminating or reducing the vested Account balance of any Participant (determined as of the later of the date on which such amendment is adopted or becomes effective); nor may the Company amend Section 3.3 with respect to a Participant's Account balance (determined as of the later of the date on which such amendment is adopted or becomes effective), except that the Company may substitute funds of similar nature for those available pursuant to Section 3.3. Any Plan amendment shall be filed with the Plan documents. 8.2. Termination. The Company expects the Plan to be permanent, but necessarily must, and hereby does, reserve the right to terminate the Plan at any time by action of the Board. Upon termination of the Plan, all deferrals will cease and no future deferrals will be made, and the Company may, in its sole discretion, and notwithstanding the provisions of Article 5, the accelerate distribution of each Participant's then vested Account balance. However, no such termination shall otherwise have the effect of eliminating or reducing the vested Account balance of any Participant, determined as of the date on which such termination becomes effective. The Company may terminate the participation of any Participant if the Board, in its sole discretion, determines that the Participant no longer satisfies the requirements to be an Eligible Employee. ARTICLE 9. MISCELLANEOUS 9.1. No Guarantee of Employment or Entitlement to Base Salary or Bonus. Neither the adoption and maintenance of the Plan nor the execution by any employee of a deferral election shall be deemed to be a contract of employment between the Company and any Participant. Nothing contained herein shall give any Participant the right to be retained in the employ of the Company or to interfere with the right of the Company to discharge any Participant at any time, nor shall it give the Company the right to require any Participant to remain in its employ or to interfere with the Participant's right to terminate his or her employment at any time. Nothing contained herein shall be construed or interpreted as creating a right or entitlement on the part of an employee to a Base Salary or Bonus, and an employee's entitlement to a Base Salary or Bonus shall be determined solely in accordance with the Company's applicable pay scale and procedures and the terms of the Company's Annual Incentive Plan, as the case may be. 9.2. Release. Any payment of benefits to or for the benefit of a Participant or a Participant's Beneficiary that is made in good faith by the Company in accordance with the Company's interpretation of its obligations hereunder, shall be in full satisfaction of all claims against the Company for benefits under this Plan to the extent of such payment. 9.3. Notices. Any notice permitted or required under the Plan shall be in writing, if to the Company or the Committee or the Board, to the principal office of the Company and, if to a Participant or Beneficiary, to the address last shown on the records of the Company. Any such notice shall be effective as of the date of receipt of such notice. 9.4. Nonalienation. No benefit payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance of any kind by any Participant or Beneficiary. 9.5. Tax Liability. The Company may withhold from any payment of benefits such amounts as the Company determines are reasonably necessary to pay any taxes (and interest thereon) required to be withheld under applicable law. 9.6. Captions. Article and section headings and captions are provided for purposes of reference and convenience only and shall not be relied upon in any way to construe, define, modify, limit, or extend the scope of any provision of the Plan. 9.7. Applicable Law. The Plan and all rights hereunder shall be governed by and construed according to the laws of the State of Hawaii, except to the extent such laws are preempted by the laws of the United States of America. DATED: Oct. 1, 1998 . MAUI LAND & PINEAPPLE COMPANY, INC. By /S/ GARY L. GIFFORD Its PRESIDENT & CEO By /S/ ADELE H. SUMIDA Its SECRETARY EXHIBIT A ELIGIBLE EMPLOYEES Effective as of 10/1/98 The Committee has determined that all Eligible Employees designated hereunder constitute a select group of management or highly compensated employees as described in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA. The Eligible Employees constitute less than 5% of total employees of the Company and affiliated entities and also constitute the employees with the highest "midpoints" in accordance with the Hay Guide Client-Profile Method of Job Measurement as currently applied by the Company. Date of Name Position Participation Gifford, Gary L. Chief Executive Officer 10/01/98 Meyer, Paul J. Executive Vice President 10/01/98 Schenk, Douglas R. President/Maui Pineapple Co. 10/01/98 Young, Donald A. President/Kapalua Land Co. 10/01/98 Suzuki, Warren Vice President/Land Management 10/01/98 Crockford, Scott Vice President/Retail Property 10/01/98 Chai, Darryl Treasurer 10/01/98 Sumida, Adele Secretary 10/01/98 Proctor, Ted L. Controller 10/01/98 Chenchin, Eduardo Vice President/Cannery 10/01/98 Comento, Fred Director of Distribution 10/01/98 Duffy, James Director of Food Serv./Export Sales10/01/98 Egli, Caroline Vice President/Administration 10/01/98 Fleisch, Herve Field Supt/Dir. of Ag. Research 10/01/98 Harris, Bruce Director of Information Services 10/01/98 Hayashi, Agnes Director of Internal Audit 10/01/98 Jio, Stacey Controller 10/01/98 Johnson, Billy Can Plant Manager 10/01/98 Johnson, Russell Controller 10/01/98 Keiter, Martin Director of Golf Operations 10/01/98 Kendall, Edward Director of Eastern Sales 10/01/98 MacCluer, L.Douglas Vice President/Plantations 10/01/98 McCann, James Executive Vice President 10/01/98 McNatt, Robert Vice President/Development 10/01/98 Muller, Renata Director of Retail Sales 10/01/98 Murakami, Michael Accounting Manager 10/01/98 Nohara, Wesley Plantation Superintendent 10/01/98 Okada, Sharon Manager Systems & Programming 10/01/98 Otto, Dean Principal Broker 10/01/98 Planos, Gary Vice President/Resort Operations 10/01/98 Sanborn, Peter Vice President/Marketing 10/01/98 Snyder, Kenneth Director of Fresh Fruit 10/01/98 Sosner, David M. General Manager Manager 10/01/98 Swezey, Ian A. Director of Resort Maintenance 10/01/98 Tashman, Audrey Director of Retail Operations 10/01/98 Uehara, Jerry QC Manager 10/01/98 Wehr, David M. Environmental Compliance Offr. 10/01/98 Wilmore, William W. Engineering Department Head 10/01/98 Wilson, Bruce Director of Sales & Service 10/01/98 -----END PRIVACY-ENHANCED MESSAGE-----