Exhibit 99.6
Form of Notice of Grant and Appreciation Rights Agreement.
INITIAL GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF APPRECIATION RIGHT
Notice is hereby given of the following appreciation right grant (the
"Appreciation Right") related to the number of depositary units of
The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership") pursuant to the terms of The Newhall
Land and Farming Company 1995 Option/Award Plan (the "Plan"), set
forth below:
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF DEPOSITARY UNITS: ______________________________
EXERCISE PRICE PER DEPOSITARY UNIT: $_____________________
EXPIRATION DATE: _________________________________________
TANDEM OPTION/APPRECIATION RIGHT: ___ Yes
___ No
PAYABLE IN: ___ Cash
___ Depositary Units
___ Combination of Cash and Depositary Units
EXERCISE SCHEDULE: The Appreciation Right shall become
exercisable over a four year period at a rate of twenty-five percent
(25%) of the depositary units per year of Service measured from the
Grant Date. In no event shall the Appreciation Right become
exercisable for any additional depositary units following Grantee's
cessation of Service.
Grantee understands and agrees that the Appreciation Right is granted
subject to and in accordance with the express terms and conditions of
the Plan. Grantee further agrees to be bound by the terms and
conditions of the Plan and the terms and conditions of the
Appreciation Right 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 the Agreement change.
1.
SUBSEQUENT GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF APPRECIATION RIGHT
Notice is hereby given of the following appreciation right
grant (the "Appreciation Right") related to the number of depositary
units of The Newhall Land and Farming Company (a California Limited
Partnership) (the "Partnership") pursuant to the terms of The Newhall
Land and Farming Company 1995 Option/Award Plan (the "Plan"), set
forth below:
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF DEPOSITARY UNITS: ______________________________
EXERCISE PRICE PER DEPOSITARY UNIT: $_____________________
EXPIRATION DATE: _________________________________________
TANDEM OPTION/APPRECIATION RIGHT: ___ Yes
___ No
PAYABLE IN: ___ Cash
___ Depositary Units
___ Combination of Cash and Depositary Units
EXERCISE SCHEDULE: The Appreciation Right shall become
exercisable over a four year period at a rate of twenty-five percent
(25%) of the depositary units per year of Service measured from the
Grant Date. In no event shall the Appreciation Right become
exercisable for any additional depositary units following Grantee's
cessation of Service.
Grantee understands and agrees that the Appreciation Right is granted
subject to and in accordance with the express terms and conditions of
the Plan. Grantee further agrees to be bound by the terms and
conditions of the Plan and the terms and conditions of the
Appreciation Right Agreement dated __________________________,
distributed with the Initial Notice of Grant.
1.
Dated: ________________________, ______
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
By: ______________________________________
Title: ___________________________________
___________________________________________
GRANTEE
Address: _________________________________
___________________________________________
___________________________________________
I designate the following beneficiary(ies):
_____________________________________________________________________
Address: ___________________________________________________________
___________________________________________________________
2.
EXHIBIT A
THE NEWHALL LAND AND FARMING COMPANY
APPRECIATION RIGHTS AGREEMENT
DATED: __________________________________
A. The Newhall Land and Farming Company ("Partnership") has
implemented The Newhall Land and Farming Company 1995 Option/Award
Plan (the "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, the managing general partner of the Partnership or its
managing general partner.
B. Grantee is an individual who is to render valuable services
to the Partnership or one or more affiliated entities thereof, 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 an appreciation right 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 APPRECIATION RIGHT. 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 Appreciation Right
(the "Grant Notice") an appreciation right with respect to the number
of depositary units set forth in the Grant Notice. Each such
appreciation right entitles the Grantee to receive a cash payment or
depositary units from the Partnership equal in value to the
appreciation, if any, of one depositary unit of the Partnership
between the date of grant set forth in the Grant Notice ("Date of
Grant") and the date of exercise of the appreciation right. For
these purposes, appreciation is defined as the difference between (a)
the Fair Market Value of a depositary unit of the Partnership on the
date of exercise of the appreciation right and (b) the Exercise Price
per depositary unit of the Partnership set forth in the Grant Notice.
Each appreciation right is subject to the terms and conditions of
this Grant and of the Partnership's 1995 Option/Award Plan ("Plan"),
the provisions of which are incorporated into this Grant by this
reference.
2. TANDEM OPTION/APPRECIATION RIGHTS. The Grant Notice
may reflect that the appreciation right is granted in tandem with an
option, which means that either the appreciation right or the option
can be exercised, but not both. If this appreciation right is
granted in tandem with an option, you will also receive a Notice of
Grant of Option and an Option Agreement.
1.
3. APPRECIATION RIGHT TERM. This appreciation right
shall expire at the close of business on the expiration date (the
"Expiration Date") specified in the Grant Notice, unless sooner
terminated in accordance with Paragraph 6 or 9.
4. LIMITED TRANSFERABILITY. This appreciation right
shall be exercisable only by Grantee during Grantee's lifetime and
shall not be transferable or assignable by Grantee other than by will
or by the laws of descent and distribution following Grantee's death.
However, Grantee may designate a beneficiary who may exercise the
appreciation right or receive compensation under the appreciation
right after Grantee's death.
5. DATES OF EXERCISE. This appreciation right shall
become exercisable for the depositary units in accordance with the
installment schedule specified in the Grant Notice. The appreciation
right shall remain exercisable for the accumulated installments until
the Expiration Date or sooner termination of the appreciation right
term under Paragraph 6 or 9. In no event shall this appreciation
right become exercisable for any additional depositary units
following Grantee's cessation of Service.
6. CESSATION OF SERVICE. The appreciation right term
specified in Paragraph 3 shall terminate (and this appreciation right
shall cease to be outstanding) prior to the Expiration Date in
accordance with the following provisions:
a. This appreciation right shall immediately
terminate and cease to be outstanding for any depositary units for
which it is not exercisable at the time of Grantee's cessation of
Service.
b. Should Grantee cease Service for any reason
other than death or retirement while this appreciation right is
outstanding, then this appreciation right shall be exercisable for
all of the depositary units for which this appreciation right is
exercisable at the time of such cessation of Service. Such right
shall lapse, and this appreciation right shall terminate and cease to
remain outstanding, upon the earlier of (i) the expiration of the
three (3)-month period measured from the date of Grantee's cessation
of Service, or (ii) the Expiration Date.
c. Should Grantee die while this appreciation
right is outstanding, or within three (3) months after Grantee ceases
Service, then Grantee's designated beneficiary, or, if no beneficiary
has been designated, Grantee's estate or heirs shall have the right
to exercise the appreciation right for any or all of the depositary
units for which this appreciation right is exercisable at the time of
Grantee's death. Such right shall lapse, and this appreciation right
shall terminate and cease to remain outstanding, upon the earlier of
(i) the expiration of the twelve (12)-month period measured from the
date of Grantee's death, or (ii) the Expiration Date.
2.
d. Should Grantee retire while this appreciation
right is outstanding, then this appreciation right shall be
exercisable for all of the depositary units for which this
appreciation right is exercisable at the time of such "retirement."
Such right shall lapse, and this appreciation right shall terminate
and cease to remain outstanding, upon the earlier of (i) the
expiration of the thirty-six (36)-month period measured from the date
of Grantee's retirement, or (ii) the Expiration Date. For purposes
of this Paragraph 6, "retirement" shall mean the Grantee's cessation
of Service on or after either of the following:
(i) the first day of the month coinciding
with or next following Grantee's sixty-fifth (65) birthday.
(ii) the first day of a calendar month after
meeting the age and Service requirements for early retirement, which
are: Grantee's years of Service meet or exceed ten (10) years of
Service, and Grantee has attained age 55.
e. Should (i) Grantee's Service be terminated for
misconduct (including, but not limited to, any act of dishonesty,
willful misconduct, fraud or embezzlement) or (ii) Grantee make any
unauthorized use or disclosure of confidential information or trade
secrets of the Partnership or any parent or subsidiary, then in any
such event this appreciation right shall terminate immediately and
cease to be outstanding.
7. ADJUSTMENT IN DEPOSITARY UNITS.
a. If any change is made to the depositary units
issuable under the Plan (whether by reason of merger, consolidation,
reorganization, recapitalization, depositary unit distribution,
depositary unit split, combination of depositary units, exchange of
depositary units, or other change in partnership or capital structure
of the Partnership), or if the Partnership makes a distribution to
holders of depositary units which results from the sale or
disposition of a major asset or separate operating division of the
Partnership, which would materially dilute the rights of appreciation
right holders', then the Committee shall make appropriate adjustments
to the number and/or class of securities and price per depositary
unit in effect under each outstanding appreciation right under the
Plan pursuant to Paragraph 1.3.D of the Plan. The purpose of these
adjustments will be to preclude the enlargement or dilution of rights
and benefits under the appreciation rights.
b. 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 appreciation rights, the Committee may adjust the maximum
number of depositary units subject to appreciation rights, and the
Exercise Price, as provided in Paragraph 1.3.C of the Plan.
3.
8. ACCELERATION OF APPRECIATION RIGHTS. In the event of
a Structural Transaction or Change in Control, each appreciation
right will be automatically accelerated so that each appreciation
right at the time outstanding under the Plan and not then otherwise
fully exercisable shall become fully exercisable for up to the total
number of depositary units purchasable or issuable thereunder and may
be exercised for all or any portion of the depositary units for which
the appreciation right is so accelerated.
9. NO ACCELERATION OF APPRECIATION RIGHTS. In no event
shall any such acceleration in connection with a Structural
Transaction occur if and to the extent (i) such appreciation 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 appreciation right relating to securities
of the successor entity or affiliate thereof, (or surrendered for
such payment in depositary units and/or cash as the appreciation
right may provide), (ii) such appreciation 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 appreciation right, or (iii)
the acceleration of such appreciation right is subject to other
limitations imposed by the Committee at the time of the appreciation
right grant. The determination of appreciation 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
appreciation 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.
10. PARTNERSHIP STRUCTURE. The grant of appreciation
rights 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.
11. PRIVILEGE OF UNITHOLDER RIGHTS. The holder of this
appreciation right shall not have any of the rights of a unitholder
with respect to the depositary units underlying the appreciation
right. However, if the appreciation right is paid in the form of
depositary units, Grantee will have all of the rights of a unitholder
with respect to those depositary units received.
12. MANNER OF EXERCISING APPRECIATION RIGHT. In order to
exercise this appreciation right with respect to all or any part of
the depositary units for which this appreciation right is at the time
exercisable, Grantee (or in the case of exercise after Grantee's
death, Grantee's designated beneficiary, executor, administrator,
heir or legatee, as the case may be) must take the following actions:
4.
a. deliver to the Secretary of the Partnership
an executed notice of exercise in substantially the form of Exhibit I
to this Agreement (the "Exercise Notice") in which there is specified
the number of depositary units underlying the appreciation right
which are to be exercised;
b. as a condition to the exercise of the
appreciation right, to make appropriate arrangements with the
Partnership or subsidiary or affiliated entity employing Grantee, for
the satisfaction of any Federal, state or local income tax
withholding requirements and federal social security employment tax
requirements applicable to the exercise;
c. furnish to the Partnership appropriate
documentation that the person or persons exercising the appreciation
right (if other than Grantee) have the right to exercise this
appreciation right;
d. as soon as practical after receipt of the
Exercise Notice, the Partnership shall mail or deliver to or on
behalf of Grantee (or any other person or persons exercising this
appreciation right in accordance herewith) a depositary receipt
and/or cash representing the exercised appreciation right.
13. GOVERNING LAW. The interpretation, performance, and
enforcement of this Agreement shall be governed by the laws of the
State of California.
14. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of
this appreciation right and the issuance of depositary units, if any,
upon such exercise shall be subject to compliance by the Partnership
and Grantee with all applicable requirements of law relating thereto
and with all applicable regulations of any stock exchange on which
the Partnership's depositary units may be listed at the time of such
exercise and issuance. The Partnership's obligation to make a cash
payment upon exercise of an appreciation right shall be unfunded. To
the extent that any person acquires a right to receive appreciation
right payments from the Partnership, such right shall be no greater
than the right of any unsecured general creditor of the Partnership.
15. SUCCESSORS AND ASSIGNS. Except to the extent
otherwise provided in Paragraph 4 or 6, the provisions of this
Agreement shall inure to the benefit of, and be binding upon, the
designated beneficiaries, successors, administrators, heirs and legal
representatives of Grantee and the successors and assigns of the
Partnership.
16. LIABILITY OF PARTNERSHIP. The inability of the
Partnership to obtain approval from any regulatory body having
authority deemed by the Partnership to be necessary to the lawful
issuance and sale of any depositary units pursuant to this
appreciation right shall relieve the Partnership of any liability
5.
with respect to the non-issuance or sale of the depositary units as
to which such approval shall not have been obtained. The Partnership
shall, however, use its best efforts to obtain all such approvals.
17. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this
Agreement or in the Plan shall confer upon Grantee any right to
continue in the Service of the Partnership (or any subsidiary or
other affiliated entity employing or retaining Grantee) for any
period of specific duration or interfere with or otherwise restrict
in any way the rights of the Partnership (or any such subsidiary or
other affiliated entity) or Grantee, which rights are hereby
expressly reserved by each party, to terminate Grantee's Service at
any time for any reason whatsoever, with or without cause.
18. 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 Grantee shall be in writing and addressed to Grantee 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.
19. CONSTRUCTION. This Agreement and the appreciation
right 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 appreciation right.
20. 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.
21. CANCELLATION OF AWARDS. The Committee shall have the
authority to effect, at any time and from time to time, with the
consent of the affected Optionees, the cancellation of any or all
outstanding options and to grant in substitution therefor new options
under the Plan covering the same or different number and class of
depositary units having a price per depositary unit not less than the
Fair Market Value on the new grant date.
6.
EXHIBIT I
NOTICE OF EXERCISE
OF APPRECIATION RIGHT
I hereby notify The Newhall Land and Farming Company (the
"Partnership") that I elect to exercise _______________ appreciation
rights at the exercise price of $___________ per depositary unit (the
"Exercise Price") pursuant to that certain appreciation right granted
to me under the Partnership's 1995 Option/Award Plan on
______________________. The terms and conditions of the Agreement
and the Plan are incorporated into and made a part of this Notice by
this reference.
I shall deliver this Exercise Notice to the Corporate
Secretary of Newhall Management Corporation, and I shall deliver
whatever additional documents may be required by my Agreement with
the Partnership as a condition for exercise. I have made provisions
for the satisfaction of any federal, state or local income tax
withholding requirements and federal social security employment tax
requirements applicable, if any.
_________________________, ____
Date
Optionee: ___________________________
Address: ___________________________
______________________________
______________________________
Print name in exact manner
it is to appear on the
depositary receipt: ________________________________________________
Address to which depositary
receipt is to be sent, if different
from address above: ________________________________________________
_____________________________________________________
_____________________________________________________
Social Security Number: ____________________________________________