Exhibit 99.5
Form of Notice of Grant and Unit Rights Agreement.
INITIAL GRANT
THE NEWHALL LAND & FARMING COMPANY
NOTICE OF GRANT OF UNIT RIGHTS
Notice is hereby given of the following grant of a right to receive
The Newhall Land & Farming Company (a California Limited Partnership)
(the "Partnership") depositary units ("Unit Rights") pursuant to the
terms of The Newhall Land and Farming Company 1995 Option/Award Plan
(the "Plan"):
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF UNIT RIGHTS: ____________________________________
RECEIPT OF DEPOSITARY UNIT CERTIFICATE: Grantee elects to
receive depositary units of the Partnership with respect to his or
her vested Unit Rights as soon as practical following:
______ the date Grantee becomes fully vested in all Unit
Rights granted pursuant to this Notice of Grant; or
______ at the end of any quarter in which Grantee is vested
in 100 or more Unit Rights.
If upon termination of employment, Grantee is vested in
fewer than 100 Unit Rights, Grantee will receive cash equal to the
Fair Market Value of the depositary units underlying vested Unit
Rights.
VESTING SCHEDULE: Grantee will receive one Unit Right for
every five depositary units acquired through open-market purchases,
exercise of options, or bonus payments. So long as Grantee remains
employed by the Partnership or its affiliated entities, Grantee shall
vest in equal successive annual installments over five years at a
rate of 20% of the granted Unit Rights per year of Service measured
from the Grant Date, provided that the Unit Rights have not been
terminated or cancelled before such date in accordance with the terms
set forth in the Plan and the Unit Rights Agreement.
If Unit Rights for which depositary units have not yet been
issued are outstanding as of the record date of a cash distribution
by the Partnership with respect to depositary units, Grantee will be
credited with an additional number of Unit Rights. The number of
additional Unit Rights shall be equal to one hundred twenty per cent
(120%) of the aggregate cash distribution that would have been made
with respect to such outstanding Unit Rights had they been depositary
units on
1.
such record date, divided by the Fair Market Value of one
depositary unit on such record date. Grantee shall vest in such
additional Unit Rights as in the underlying Unit Rights.
Grantee will no longer be eligible to receive Unit Rights
under the Agreement upon exceeding the unit ownership target
established by the Partnership for Grantee.
Grantee understands that the Unit Rights are granted pursuant to and
in accordance with the express terms and conditions of Plan. By
signing below, Grantee agrees to be bound by the terms and conditions
of the Plan and the terms and conditions of the Unit Rights Agreement
dated __________________________, attached hereto as Exhibit A.
Grantee should keep a copy of the attached Agreement since no new
Agreement will be distributed with subsequent Notices of Grant unless
the material provisions of the Plan or Agreement change.
Dated: _______________, ______
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
By: ______________________________________
Title: ___________________________________
___________________________________________
OPTIONEE
Address: _________________________________
___________________________________________
I designate the following beneficiary(ies):
___________________________________ Relationship: __________________
Address: ___________________________________________________________
___________________________________________________________
2.
SUBSEQUENT GRANT
THE NEWHALL LAND & FARMING COMPANY
NOTICE OF GRANT OF UNIT RIGHTS
Notice is hereby given of the following grant of a right to receive
The Newhall Land & Farming Company (a California Limited Partnership)
(the "Partnership") depositary units ("Unit Rights") pursuant to the
terms of The Newhall Land and Farming Company 1995 Option/Award Plan
(the "Plan"):
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF UNIT RIGHTS: ____________________________________
RECEIPT OF DEPOSITARY UNIT CERTIFICATE: Grantee elects to
receive depositary units of the Partnership with respect to his or
her vested Unit Rights as soon as practical following:
______ the date Grantee becomes fully vested in all Unit
Rights granted pursuant to this Notice of Grant; or
______ at the end of any quarter in which Grantee is vested
in 100 or more Unit Rights.
If upon termination of employment, Grantee is vested in
fewer than 100 Unit Rights, Grantee will receive cash equal to the
Fair Market Value of the depositary units underlying vested Unit
Rights.
VESTING SCHEDULE: Grantee will receive one Unit Right for
every five depositary units acquired through open-market purchases,
exercise of options, or bonus payments. So long as Grantee remains
employed by the Partnership or its affiliated entities, Grantee shall
vest in equal successive annual installments over five years at a
rate of 20% of the granted Unit Rights per year of Service measured
from the Grant Date, provided that the Unit Rights have not been
terminated or cancelled before such date in accordance with the terms
set forth in the Plan and the Unit Rights Agreement.
If Unit Rights for which depositary units have not yet been
issued are outstanding as of the record date of a cash distribution
by the Partnership with respect to depositary units, Grantee will be
credited with an additional number of Unit Rights. The number of
additional Unit Rights shall be equal to one hundred twenty per cent
(120%) of the aggregate cash distribution that would have been made
with respect to such outstanding Unit Rights had they been depositary
units on
1.
such record date, divided by the Fair Market Value of one
depositary unit on such record date. Grantee shall vest in such
additional Unit Rights as in the underlying Unit Rights.
Grantee will no longer be eligible to receive Unit Rights
under the Agreement upon exceeding the unit ownership target
established by the Partnership for Grantee.
Grantee understands that the Unit Rights are granted pursuant to and
in accordance with the express terms and conditions of Plan. By
signing below, Grantee agrees to be bound by the terms and conditions
of the Plan and the terms and conditions of the Unit Rights Agreement
dated __________________________, distributed with the Initial Notice
of Grant.
Dated: _______________, ______
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
By: ______________________________________
Title: ___________________________________
___________________________________________
OPTIONEE
Address: _________________________________
___________________________________________
I designate the following beneficiary(ies):
___________________________________ Relationship: __________________
Address: ___________________________________________________________
___________________________________________________________
2.
EXHIBIT A
THE NEWHALL LAND AND FARMING COMPANY
UNIT RIGHTS AGREEMENT
DATED:_____________________________________
A. The Newhall Land and Farming Company (a California Limited
Partnership) ("Partnership") has adopted The Newhall Land and Farming
Company 1995 Option/Award Plan ("Plan") for the purpose of attracting
and retaining the services of key employees (including officers) of
the Partnership and affiliated entities, and non-employee Board
members of the Partnership, its managing general partner or its
managing general partner.
B. Grantee is an individual who is to render valuable services
to the Partnership or its affiliates and is entitled to a grant of
Unit Rights, and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with
the Partnership's grant of Unit Rights to Grantee.
C. Except as indicated otherwise, all capitalized terms shall
have the meaning assigned to those terms in the Plan. For purposes
of this Agreement, "Fair Market Value" shall have the meaning
assigned to that term in Section 2.9 of the Plan.
1. GRANT OF UNIT RIGHTS. Subject to and upon the terms
and conditions set forth in this Agreement, the Partnership hereby
grants to Grantee, as of the grant date (the "Grant Date") specified
in the accompanying Notice of Grant of Unit Rights (the "Grant
Notice"), Unit Rights in the number as is specified in the Grant
Notice.
2. UNIT RIGHTS AND VESTING. Grantee shall be entitled to
receive one Partnership depositary unit for each vested Unit Right.
Such depositary units shall be issued pursuant to Grantee's election
in the Grant Notice. Unit Rights shall vest in accordance with the
schedule specified in the Grant Notice, subject to acceleration in
accordance with the remaining terms of this Agreement.
3. PHANTOM PARTNERSHIP DISTRIBUTIONS. If Unit Rights for
which depositary units have not yet been issued are outstanding as of
the record date of a cash distribution by the Partnership with
respect to depositary units, Grantee will be credited with an
additional number of Unit Rights. The number of additional Unit
Rights shall be equal to one hundred twenty per cent (120%) of the
aggregate cash distribution that would have been made with respect to
such outstanding Unit Rights had they been depositary units on such
record date, divided by the Fair Market Value of one depositary unit
on such record date. Grantee shall vest in such additional Unit
Rights as in the underlying Unit Rights.
1.
4. OWNERSHIP TARGET. Grantee will no longer be eligible
to receive Unit Rights under this Agreement upon attaining the unit
ownership target established by the Partnership for Grantee.
5. EFFECT OF TERMINATION OF EMPLOYMENT. If Grantee
ceases to be employed by or provide services to the Partnership or
any of its affiliates for any reason, any Unit Rights that have not
yet vested as of the date of termination shall be cancelled
automatically and no depositary units shall be issued pursuant to
such cancelled Unit Rights.
6. ACCELERATION OF AWARDS. In the event of a Structural
Transaction or Change in Control, each Unit Right will be
automatically accelerated so that all depositary units and cash
payments to which Grantee is entitled under any Unit Right granted
under this Plan shall be delivered to Grantee and all of the
Partnership's rights to the return or cancellation of unvested Unit
Rights shall terminate.
7. NO ACCELERATION OF AWARDS. In no event shall any such
acceleration or termination of any unvested Unit Rights in connection
with a Structural Transaction occur if and to the extent (i) such
Unit Right is, in connection with the Structural Transaction, either
to be assumed by the successor entity or affiliate thereof or to be
replaced with a comparable Unit Right to purchase or receive
securities of the successor entity or affiliate thereof, (ii) such
Unit Right is to be replaced with a cash incentive program of the
successor entity which preserves the depositary unit spread existing
at the time of the Structural Transaction and provides for subsequent
payout in accordance with the same vesting schedule applicable to
such Unit Right, or (iii) the acceleration of such Unit Right is
subject to other limitations imposed by the Committee at the time of
the Unit Right grant. The determination of Unit Right comparability
under clause (i) above shall be made by the Committee and its
determination shall be final, binding and conclusive. Upon
consummation of a Structural Transaction, all outstanding Units
Rights under the Plan shall, to the extent not previously exercised
or paid in full or assumed by the successor entity or an affiliate,
terminate.
8. CANCELLATION OF AWARDS. Notwithstanding the above, in
the event of any Structural Transaction, the Committee shall have the
discretion to cancel outstanding Unit Rights, in whole or in part,
subject to such conditions as the Committee may determine, upon
payment to Grantee with respect to all cancelled Unit Rights, an
amount in cash equal to the Fair Market Value of the depositary units
subject to the Unit Right.
9. ADJUSTMENT. If any change is made to the depositary
units issuable under the Plan by reason of a Structural Transaction
or a Change in Control that does not result in the termination of all
outstanding rights of the
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Partnership to the return or cancellation of unvested Unit Rights,
the Committee may adjust the maximum number of depositary units
subject to Unit Rights, as provided in Paragraph 1.3.C of the Plan.
10. CANCELLATION AND NEW GRANT OF AWARDS. The Committee
shall have the authority to effect, at any time and from time to
time, with the consent of the affected Unit Right holders, the
cancellation of any or all outstanding Unit Rights covered by this
Agreement and to grant in substitution therefor new Unit Rights under
the Plan covering the same or different number and class of
depositary units.
11. PARTNERSHIP STRUCTURE. The grant of Awards under the
Plan shall in no way affect the Partnership's right to adjust,
reclassify, reorganize, or otherwise change its capital or business
structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer any part of its business or assets.
12. WITHHOLDING. No depositary units shall be issued
hereunder unless and until all applicable Federal, state and local
income and employment tax withholding obligations have been
satisfied.
13. NONTRANSFERABILITY. A Grantee's Unit Rights
hereunder are not assignable or transferable in any manner other than
by will or the laws of descent and distribution. In the event of
Grantee's death prior to the issuance of depositary units hereunder,
Grantee's beneficiary, for purposes hereof, shall be the designated
beneficiary or, if no beneficiary has been designated, the person to
whom Grantee's rights hereunder pass pursuant to Grantee's will or by
the laws of descent and distribution.
14. PRIVILEGE OF UNITHOLDER RIGHTS. Subject to paragraph
14, neither Grantee nor Grantee's beneficiary shall have any
unitholder rights with respect to the depositary units issuable
hereunder until Grantee or Grantee's beneficiary has been issued a
certificate for such depositary units.
15. MODIFICATIONS. The Committee, as defined in the Plan,
may, in its discretion, modify or waive any or all of the terms,
conditions or restrictions hereof, provided, however, that no such
modification or waiver may, without Grantee or, if applicable,
Grantee's beneficiary's consent, adversely affect the rights of
Grantee or Grantee's beneficiary hereunder.
16. NO EMPLOYMENT OR SERVICE RIGHTS. Except to the extent
the terms or any written employment contract with Grantee may
expressly provide otherwise, neither the Partnership nor any of its
affiliates, is under any obligation to continue the employee status
of Grantee for any period of specific duration and may terminate such
employee status at any time, with or without cause.
3.
17. GRANTEE UNDERTAKING. Grantee hereby agrees to take
whatever additional action and execute whatever additional documents
the Partnership may in its judgment deem necessary or advisable in
order to carry out or effect one or more of the obligations or
restrictions imposed on either Grantee or the depositary units
pursuant to the express provisions of this Agreement.
18. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
California.
19. COUNTERPARTS. The Grant Notice may be executed in
counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
20. SUCCESSORS AND ASSIGNS. The provisions of this
Agreement shall inure to the benefit of, and be binding upon, the
partnership and its successors and assigns and Grantee and Grantee's
legal representatives, heirs, legatees, distributees, assigns and
transferees by operation of law, whether or not any such person shall
have become a party to this Agreement and have agreed in writing to
join herein and be bound by the terms and conditions hereof.
21. NOTICES. Any notice required to be given or delivered
to the Partnership under the terms of this Agreement shall be in
writing and addressed to the Partnership in care of the Corporate
Secretary at Newhall Management Corporation, 23823 Valencia
Boulevard, Valencia, CA 91355. Any notice required to be given or
delivered to Optionee shall be in writing and addressed to Optionee
at the address indicated on the Grant Notice. All notices shall be
deemed to have been given or delivered upon personal delivery or upon
deposit in the U.S. mail, by registered or certified mail, postage
prepaid and properly addressed to the party to be notified.
22. CONSTRUCTION. This Agreement and the option evidenced
hereby are made and granted pursuant to the Plan and are in all
respects limited by and subject to the express terms and provisions
of the Plan. All decisions of the Committee with respect to any
question or issue arising under the Plan or this Agreement shall be
conclusive and binding on all persons having an interest in this
option.
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