EXHIBIT 10.9(1)
TEJON RANCH CO.
STOCK OPTION AGREEMENT
PURSUANT TO THE
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
This Stock Option Agreement (this "Agreement") is made and
entered into as of the Date of Grant indicated below by and
between Tejon Ranch Co., a Delaware corporation (the "Company"),
and the person named below as Optionee.
WHEREAS, Optionee is a director of the Company eligible to
receive awards under the Company's Non-Employee Director Stock
Incentive Plan (the "Plan"); and
WHEREAS, pursuant to the Plan the Board of Directors of the
Company or a committee thereof administering the Plan (the
"Committee") approved the grant to Optionee of an option to
purchase shares of the Common Stock, par value $.50 per share, of
the Company (the "Common Stock"), on the terms and conditions to
be set forth in a stock option agreement in the form of this
Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals
and the covenants set forth herein, the Company and the Optionee
hereby agree as follows::
1. Grant of Option; Certain Terms and Conditions. The
Company hereby grants to Optionee, and Optionee hereby accepts,
as of the Date of Grant indicated below, an option (the "Option")
to purchase the number of shares of Common Stock indicated below
(the "Option Shares") at the Exercise Price per share indicated
below. Subject to the provisions of Section 2, the Option shall
be exercisable in whole or from time to time in part commencing
on December 15 of the year of the Date of Grant as to any whole
number of shares not exceeding the number set forth below in the
aggregate for all such exercises. The Option shall expire at
5:00 p.m., California time, on the Expiration Date indicated
below (except as provided in Section 2) and shall be subject to
all of the terms and conditions set forth in this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
Period for Which Option is Granted:
2. Termination of Option. The Option shall terminate upon
the first to occur of any of the following:
(i) a reorganization, merger or consolidation of the
Company as a result of which the outstanding securities of
the class then subject to the Option are exchanged for or
converted into cash, property and/or securities not issued
by the Company unless provision is made in writing in
connection with any such transaction for the assumption of
the Option or the substitution for the Option of a new
option covering the stock of a successor entity, or a parent
or subsidiary thereof, with appropriate adjustments as to
the number and kind of shares and prices; or
(ii) the sale or transfer by the Company of all or
substantially all of its property and assets in a single
transaction or series of related transactions; or
(iii) the dissolution or liquidation of the
Company.
The death or disability of Optionee, termination of Optionee's
status as a director or the Optionee becoming an employee of the
Company on terms that would make him or her ineligible to receive
awards under the Plan will not result in the termination or
otherwise affect the Option, except that, if Grantee ceases to be
a director of the Company eligible to receive awards under the
Plan at any time during the Period to Which the Option is Granted
(as defined in Section 1), the Option shall terminate as to that
number of shares that is proportional to the portion of such
Period after which Grantee has ceased to be such a director
(determined on the basis of the number of days elapsed).
3. Adjustments. In the event that the outstanding
securities of the class then subject to the Option are increased,
decreased or exchanged for or converted into cash, property
and/or a different number or kind of securities, or cash,
property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a
reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a cash dividend paid out
of earned surplus) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all
of the property and assets of the Company are sold, then, unless
the terms of such transaction otherwise provide, the Board of
Directors or the Committee shall make appropriate and
proportionate adjustments in the number and type of shares or
other securities or cash or other property that may thereafter be
acquired upon the exercise of the Option; provided, however, that
any such adjustments in the Option shall be made without changing
the aggregate Exercise Price of the then unexercised portion of
the Option.
4. Exercise. The Option shall be exercisable during
Optionee's lifetime only by Optionee or by his or her guardian or
legal representative, and after Optionee's death only by the
person or entities entitled to do so under Optionee's last will
and testament or applicable intestate law. The Option may only
be exercised by the delivery to the Company of a written notice
of such exercise pursuant to the notice procedures set forth in
Section 6 hereof, which notice shall specify the number of Option
Shares to be purchased (the "Purchased Shares") and the aggregate
Exercise Price for such shares (the "Exercise Notice"), together
with payment in full of such aggregate Exercise Price, which may
be made in any of the following ways or in any combination
thereof:
(a) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly
endorsed or accompanied by a duly executed stock power,
which delivery effectively transfers to the Company good and
valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to
be valued on the basis of the aggregate Fair Market Value
thereof (as defined below) on the date of such exercise),
provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock;
(b) by reducing the number of shares of Common Stock
to be issued and delivered to Optionee upon such exercise
(such reduction to be valued on the basis of the aggregate
Fair Market Value (determined on the date of such exercise)
of the additional shares of Common Stock that would
otherwise have been issued and delivered upon such
exercise), provided that the Company is not then prohibited
from purchasing or acquiring such shares of Common Stock;
and/or
(c) by payment in cash by wire transfer or by a
cashier's or bank certified check payable to the Company
(unless the Company is willing to accept a personal check).
The "Fair Market Value" of a share of Common Stock or any
other security on a day shall be equal to the last sale price,
regular way, per share or unit of such other security on such day
or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in each case as
reported on the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading
on the American Stock Exchange or, if the shares of Common Stock
or such other security are not listed or admitted to trading on
the American Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the shares of Common Stock or such other security are
listed or admitted to trading or, if the shares of Common Stock
or such other securities are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if
not so quoted, the average of the high bid and low asked prices
in the over-the-counter market as reported by the Nasdaq Stock
Market or such other system then in use or, if on any such date
the shares of Common Stock or such other security are not quoted
by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a
market in shares of Common Stock or such other security selected
by the Board of Directors or the Committee.
5. Payment of Withholding Taxes.
(a) If the Company is obligated to withhold an amount
on account of any federal, state or local tax imposed as a result
of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state
disability insurance tax or other employment tax, then Optionee
shall, concurrently with such exercise, pay such amount (the
"Withholding Liability") to the Company in cash by wire transfer
or by a cashier's or certified bank check (unless the Company is
willing to accept a personal check) payable to the Company;
provided, however, that, in the discretion of the Company, the
Optionee may, pursuant to an irrevocable election of Optionee (a
"Withholding Election") made on or prior to the date of such
exercise, instead pay all or any part of the Withholding
Liability in the following manner:
(i) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly
endorsed or accompanied by a duly executed stock powers,
which delivery effectively transfers to the Company good and
valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to
be valued on the basis of the aggregate Fair Market Value
thereof on the date of such exercise), provided that the
Company is not then prohibited from purchasing or acquiring
such shares of Common Stock; and/or
(ii) by reducing the number of shares of Common Stock
to be issued and delivered to Optionee upon such exercise
(such reduction to be valued on the basis of the aggregate
Fair Market Value (determined on the date of such exercise)
of the additional shares of Common Stock that would
otherwise have been issued and delivered upon such
exercise), provided that the Company is not then prohibited
from purchasing or acquiring such shares of Common Stock.
(b) The Board and the Committee shall have sole
discretion to approve or disapprove any Withholding Election and
may adopt such rules and regulations as are consistent with and
necessary to implement the foregoing. The Board or the Committee
may permit Optionee to make a Withholding Election to pay
withholding taxes in excess of the minimum amount required by
law, provided that the amount of withholding taxes so paid does
not exceed the estimated total federal, state and local tax
liability of Optionee attributable to such exercise.
6. Notices. Any notice given to the Company shall be
addressed to the Company at P.O. Box 1000, Lebec, California
93243, Attention: President, or at such other address as the
Company may hereinafter designate in writing to Optionee. Any
notice given to Optionee shall be sent to the address set forth
below Optionee's signature hereto, or at such other address as
Optionee may hereafter designate in writing to the Company. Any
such notice shall be deemed duly given when delivered personally
or five days after mailing by prepaid certified or registered
mail return receipt requested.
7. Stock Exchange Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock issuable upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
purchased, issued or delivered if (a) such shares have not been
admitted to listing upon official notice of issuance on each
stock exchange upon which shares of that class are then listed or
(b) in the opinion of counsel to the Company, such issuance or
delivery would cause the Company to be in violation of or to
incur liability under any federal, state or other securities law,
or any requirement of any stock exchange listing agreement to
which the Company is a party, or any other requirement of law or
of any administrative or regulatory body having jurisdiction over
the Company.
8. Restrictions on Transferability.
(a) Neither the Option nor any interest therein may be
sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the
laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself
or herself and his or her transferees by will or the laws of
descent and distribution, represents and agrees that all shares
of Common Stock purchased upon exercise of the Option will be
acquired for investment and not with a view to the distribution
thereof unless they have been registered under the Securities Act
of 1933, and will otherwise be acquired and disposed of and held
in accordance with the restrictions of said Act and the rules and
regulations of the Securities and Exchange Commission thereunder,
that the Company may instruct its transfer agent to restrict
further transfer of said shares in its records except upon
receipt of satisfactory evidence that such restrictions have been
satisfied, that upon each exercise of any portion of the Option,
the certificates evidencing the purchased shares shall bear an
appropriate legend on the face thereof evidencing such
restrictions, and that the person entitled to exercise the same
shall furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares
are being acquired subject to such restrictions.
9. The Plan. The Option is granted pursuant to the Plan,
as in effect on the Date of Grant, and is subject to all the
terms and conditions of the Plan, as the same may be amended from
time to time; provided, however, that no such amendment shall
deprive Optionee, without his or her consent, of the Option or of
any of Optionee's rights under this Agreement. The interpretation
and construction by the Board of Directors of the Plan, this
Agreement, the Option and such rules and regulations as may be
adopted by the Board for the purpose of administering the Plan
shall be final and binding upon Optionee. Until the Option shall
expire, terminate or be exercised in full, the Company shall,
upon written request therefor, send a copy of the Plan, in its
then-current form, to Optionee or any other person or entity then
entitled to exercise the Option.
10. Stockholder Rights. No person or entity shall be
entitled to vote, receive dividends or be deemed for any purpose
the holder of any Option Shares until the Option shall have been
duly exercised to purchase such Option Shares in accordance with
the provisions of this Agreement and the Option Shares have been
issued.
11. Rights as a Director. No provision of this Agreement
or of the Option granted hereunder shall confer upon Optionee any
right to continue as a director of the Company.
12. Entire Agreement. This Agreement sets forth the entire
agreement of the parties with respect to the subject matter
hereof and supersedes all prior agreements, understandings and
commitments of any kind. This Agreement cannot be amended except
in a writing signed by the parties hereto, and no right or
obligation of any party hereto may be waived except in a writing
singed by the party making the waiver.
13. Governing Law. This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly
executed this Agreement as of the Date of Grant.
TEJON RANCH CO. OPTIONEE
By:
Name: Signature
Title:
Street Address
City, State and Zip Code
Social Security Number