EXHIBIT 10.14
-------------
TEJON RANCH CO.
RESTRICTED STOCK AGREEMENT
Pursuant to the
1998 STOCK INCENTIVE PLAN
This Restricted Stock Agreement (this "Agreement") is made and entered into
as of the 7th day of December, 1999 by and between Tejon Ranch Co., a Delaware
corporation (the "Company"), and _________________ ("Grantee").
WHEREAS, Grantee is an executive officer of the Company; and
WHEREAS, pursuant to the Company's 1998 Stock Incentive Plan (the "Plan"),
the Board of Directors of the Company approved the grant to Grantee of a bonus
for services in the form of ___________ shares (the "Shares") of the Common
Stock, par value $.50 per share, of the Company, on the terms and conditions and
subject to the restrictions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing recitals and the
covenants set forth herein, the parties hereto agree as follows:
1. Issuance of Shares. As soon as practicable after the date of this
------------------
Agreement, the Company will issue the Shares to Grantee. The certificate or
certificates evidencing the Shares will have placed thereon a legend referring
to the existence of this Agreement, the rights of the Company to purchase the
Shares hereunder and the restrictions on transferability set forth herein.
2. The Right of Company to Repurchase the Shares. The Company will have
---------------------------------------------
the right to repurchase any or all the Shares (at the option of the Company)
from Grantee for a purchase price of $.01 per share if:
(a) the Ground Lease and Deed of Easement are not executed and
delivered as contemplated by the Option Agreement dated April 30, 1999
between Tejon Ranchcorp and Pastoria Energy Facility, LLC prior to the
expiration of the option to lease contemplated by that Option Agreement or
(b) the Financial Closing (as defined in the Transaction
Agreement dated April 30, 1999 among the Company, certain affiliates of the
Company, Enron Capital & Trade Resources Corp. and certain affiliates of
that entity) does not occur by the expiration of one year after the
execution and delivery of the Ground Lease and Deed of Easement referred to
in (a) above; or
65
(c) the officer's employment is terminated prior to the later to
occur of the events in (a) and (b) above.
The right of the Company to purchase the Shares as provided above
shall terminate as to all the Shares upon the later to occur of (i) the
execution and delivery of the Ground Lease and Deed of Easement as described in
(a) above or (ii) the Financial Closing referred to in (b) above.
The Company may exercise its right to purchase the Shares by notifying the
Grantee of such exercise and delivering to the Grantee a Company's check in the
amount of the purchase price of the Shares. The Grantee will execute such
documents and instruments and make such deliveries as the Company may reasonably
request in connection with the purchase, including without limitation endorsing
the certificate or certificates evidencing the Shares or a stock assignment
separate from certificate and, if the certificate or certificates are not then
in the custody of the Company, delivering them to the Company at its request.
3. Restriction on Transfer. No Shares nor any interest therein may be
-----------------------
sold, assigned, conveyed, gifted, pledged, hypothecated or otherwise transferred
in any manner by the Grantee other than by will or the laws of descent and
distribution for so long as the Company has the right to purchase those Shares
as provided in Section 2. Any transfer by will or the laws of descent and
distribution shall be subject to the rights of the Company under this Agreement.
4. Custody of Certificates. The Company shall retain custody of the
-----------------------
certificate or certificates evidencing the Shares until such time as its right
to purchase the Shares terminates pursuant to Section 2 or it exercises its
right to purchase the Shares pursuant to that Section.
Concurrently with the execution and delivery of this Agreement the
Grantee is executing and delivering to the Company stock assignments separate
from certificate with respect to each of the certificates evidencing the Shares
in order to facilitate the transfer of the Shares to the Company in the event
the Company exercises its right to purchase them pursuant to Section 2. Upon
termination of that right, the Company will deliver to the Grantee one or more
certificates evidencing the Shares.
In the event the Shares are increased, decreased or exchanged for or
converted into cash, property or a different number or kind of security, or
cash, property and/or securities are distributed in respect of the Shares or any
such other securities, in each case as a result of a reorganization, merger,
consolidation, recapitalization, reclassification or dividend (including both
cash and stock dividends) or other distribution, stock split, reverse stock
split or the like, the proceeds of the Shares with respect to any such
transaction shall be retained by the Company as custodian and shall be delivered
to the Company in the event it exercises its right to purchase pursuant to
Section 2. Upon termination of the Company's right to purchase the Shares and/or
the proceeds thereof, the Company will deliver to the Grantee the Shares and/or
such proceeds.
66
5. Payment of Withholding Taxes. If the Company is obligated to
----------------------------
withhold an amount on account of any federal, state or local tax imposed with
respect to the Shares, whether as a result of the expiration or exercise of the
Company's rights under Section 2 or otherwise, 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 Grantee shall promptly pay such
amount (the "Withholding Liability") to the Company in cash or by a cashier's or
certified bank check or, if the Company so elects, a personal check, in each
case payable to the Company
6. Notices. Any notice given to the Company shall be addressed to the
-------
Company at P.O. Box 1000, Lebec, California 93243, Attention: General Counsel,
or at such other address as the Company may hereinafter designate in writing to
Grantee. Any notice given to Grantee shall be sent to the address set forth
below Grantee's signature hereto, or at such other address as Grantee 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. The Plan. The Shares are being issued pursuant to the Plan as in
--------
effect on the date of this Agreement and are 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 Grantee, without his or her
consent, of the Shares or of any of Grantee's rights under this Agreement. The
interpretation and construction by the Board of Directors or any committee of
the Board administering the Plan now or in the future, this Agreement, and such
rules and regulations as may be adopted by the Board of Directors or any such
committee thereof for the purpose of administering the Plan shall be final and
binding upon Grantee. Until the Shares have been purchased by the Company
pursuant to Section 2 or the Company's right to purchase the Shares has
terminated, the Company shall, upon written request therefor, send a copy of the
Plan, in its then-current form, to Grantee or any other person or entity then
entitled to the Shares.
8. Stockholder Rights. Until such time as the Shares have been purchased
------------------
by the Company pursuant to Section 2 or Grantee has transferred the Shares,
Grantee shall be entitled to vote, receive dividends and be deemed for any
purpose the holder of the Shares, subject, however, to the provisions of Section
4.
9. Employment Rights. No provision of this Agreement shall (a) confer
-----------------
upon Grantee any right to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its subsidiaries
to terminate the employment of Grantee, with or without cause, or (c) confer
upon Grantee any right to participate in any employee welfare or benefit plan or
other program of the Company or any of its subsidiaries other than the 1998
Plan. Grantee hereby acknowledges and agrees that the Company and each of its
subsidiaries may terminate the employment of Grantee at any time and for any
reason, or for no reason, unless Grantee and the Company or such subsidiary are
parties to a written employment agreement that expressly provides otherwise.
10. Governing Law. This Agreement shall be governed by and construed and
-------------
enforced in accordance with the laws of the State of California.
67
IN WITNESS WHEREOF, the Company and Grantee have duly executed this
Agreement as of the Date of Grant.
TEJON RANCH CO. GRANTEE
By:__________________________ __________________________
Name and Title: Signature
__________________________
Street Address
__________________________
City, State and Zip Code
__________________________
Social Security Number
68