Exhibit 99.3
Form of Notice of Grant and Option Agreement for Independent
Directors.
INITIAL GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF INDEPENDENT DIRECTOR
AUTOMATIC OPTION
Notice is hereby given of the following option (the "Option") to
purchase depositary units of The Newhall Land and Farming Company (a
California Limited Partnership) (the "Partnership") which has been
granted pursuant to the automatic option grant program in effect
under the Partnership's 1995 Option/Award Plan (the "Plan"):
OPTIONEE: _________________________________________________
GRANT DATE: ___________________________________________
NUMBER OF OPTIONED DEPOSITARY UNITS: _____________________
TYPE OF OPTION: Non-Statutory Option
EXERCISE PRICE PER DEPOSITARY UNIT: $_____________________
EXPIRATION DATE: _________________________________________
EXERCISE SCHEDULE: The Option is exercisable immediately
upon grant.
Optionee understands and agrees that the Option is granted subject to
and in accordance with the express terms and conditions of the Plan
governing automatic option grants to Board members. Optionee further
agrees to be bound by the terms and conditions of the Plan and the
terms and conditions of the Option as set forth in the Automatic
Option Agreement attached hereto as Exhibit A, dated
_______________________________. Optionee should keep a copy of the
attached Agreement for reference, 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: __________________________________
___________________________________________
1.
SUBSEQUENT GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF INDEPENDENT DIRECTOR
AUTOMATIC OPTION
Notice is hereby given of the following option (the "Option") to
purchase depositary units of The Newhall Land and Farming Company (a
California Limited Partnership) (the "Partnership") which has been
granted pursuant to the automatic option grant program in effect
under the Partnership's 1995 Option/Award Plan (the "Plan"):
OPTIONEE: ___________________________________________
GRANT DATE: ___________________________________________
NUMBER OF OPTIONED DEPOSITARY UNITS: _____________________
TYPE OF OPTION: Non-Statutory Option
EXERCISE PRICE PER DEPOSITARY UNIT: $_____________________
EXPIRATION DATE: _________________________________________
EXERCISE SCHEDULE: The Option is exercisable immediately.
Optionee understands and agrees that the Option is granted subject to
and in accordance with the express terms and conditions of the Plan
governing automatic option grants to Board members. Optionee further
agrees to be bound by the terms and conditions of the Plan and the
terms and conditions of the Option as set forth in the Automatic
Option Agreement dated ____________________________ distributed with
the Initial Notice of Grant.
DATED: ____________________, ______
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
By: _______________________________________
Title: ____________________________________
__________________________________________
OPTIONEE
Address: __________________________________
___________________________________________
1.
I designate the following beneficiary(ies):
___________________________________ Relationship: __________________
Address: ___________________________________________________________
___________________________________________________________
2.
EXHIBIT A
THE NEWHALL LAND AND FARMING COMPANY
AUTOMATIC OPTION AGREEMENT
DATED:_________________________
A. The Newhall Land and Farming Company ("Partnership") has
implemented an automatic option grant program under The Newhall Land
and Farming Company 1995 Option/Award Plan (the "Plan"), pursuant to
which special option grants are to be made to eligible members of the
Board of Directors of the managing general partner or its managing
general partner, at periodic intervals over their period of Board
service in order to encourage such individuals to remain in the
Partnership's service.
B. Optionee is an eligible member of the Board and this
Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the automatic grant of an
option to purchase depositary units of the Partnership.
C. The granted option is intended to be a nonstatutory option
which does not meet the requirements of Section 422 of the Internal
Revenue Code and is designed to provide Optionee with a meaningful
incentive to continue to serve as a member of the Board.
D. Except as indicated otherwise, all capitalized terms shall
have the meaning assigned to those terms in the Plan.
1. GRANT OF OPTION. Subject to and upon the terms and
conditions set forth in this Agreement, the Partnership hereby grants
to Optionee, as of the date of grant (the "Grant Date") specified in
the accompanying Notice of Grant of Independent Director Automatic
Option (the "Grant Notice"), an option to purchase up to that number
of depositary units as is specified in the Grant Notice. The option
shall be exercisable and the depositary units purchasable from time
to time during the option term at the price per depositary unit (the
"Exercise Price") specified in the Grant Notice.
2. OPTION TERM. This option shall have a maximum term of
ten (10) years measured from the Grant Date and shall expire at the
close of business on the Expiration Date specified in the Grant
Notice, unless sooner terminated under Paragraph 5.
3. LIMITED TRANSFERABILITY. During the lifetime of
Optionee, this option will be exercisable only by Optionee and will
not be assignable or transferable by Optionee otherwise than by will
or by the laws of descent and distribution following Optionee's
death. However, an option may permit Optionee to designate a
beneficiary who may exercise the option or receive compensation under
the option after Optionee's death.
1.
4. DATE OF EXERCISE. This option is exercisable
immediately upon grant.
5. CESSATION OF BOARD SERVICE. Should Optionee's service
as a Board member cease while this option remains outstanding, then
the option term specified in Paragraph 2 shall terminate (and this
option shall cease to be outstanding) prior to the Expiration Date in
accordance with the following provisions:
a. Should Optionee cease to serve as a Board member
for any reason (other than death) while holding this option, then the
option shall be exercisable for a three (3)-month period commencing
with the date of such cessation of Board service, but in no event
shall this option be exercisable after the Expiration Date. Upon the
earlier of (i) the expiration of such three (3)-month period or (ii)
the specified Expiration Date, the option shall terminate and cease
to be exercisable.
b. Should Optionee die while serving as a Board
member (or within the three (3)-month period following cessation of
Board service) while holding this option, then the designated
beneficiary, or, if no beneficiary is designated, Optionee's estate
or heirs shall have the right to exercise this option for any or all
of the depositary units for which the option is exercisable at the
time of Optionee's death. Such right of exercise shall terminate,
and this option shall accordingly cease to be exercisable for such
depositary units, upon the earlier of (i) the expiration of the
twelve (12)-month period measured from the date of Optionee's death
or (ii) the specified Expiration Date.
c. Should Optionee retire after serving as a Board
member while holding this option, the option may be exercised within
thirty-six (36) months of the date of "retirement." For purposes of
this section, Optionee's date of "retirement" will be the first day
Optionee ceases to serve as an Independent Director after serving as
an Independent Director for at least five (5) years.
6. MANNER OF EXERCISING OPTION.
a. In order to exercise this option with respect to
all or any part of the depositary units for which this option is at
the time exercisable, Optionee (or in the case of exercise after
Optionee's death, Optionee's designated beneficiary, executor,
administrator, heir or legatee, as the case may be) must take the
following actions:
(i) Deliver to the Secretary of Newhall
Management Corporation 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
which are to be purchased under the exercised option.
2.
(ii) Pay the aggregate Exercise Price for the
purchased depositary units in cash or in depositary units that the
optionee has held for the requisite period to avoid a charge to
earnings. Payment may also be made by delivery of a properly
executed exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Partnership the amount of sale or
loan proceeds to pay the option price.
(iii) Furnish to the Partnership appropriate
documentation that the person or persons exercising the option (if
other than Optionee) have the right to exercise this option.
b. Except to the extent the sale and remittance
procedure specified above is utilized in connection with the option
exercise, payment of the Exercise Price for the purchased depositary
units must accompany the Exercise Notice.
c. As soon as practical after receipt of the
Exercise Notice, the Partnership shall mail or deliver to or on
behalf of Optionee (or any other person or persons exercising this
option in accordance herewith) a depositary receipt representing the
purchased depositary units.
d. In no event may this option be exercised for any
fractional depositary units.
7. UNITHOLDER RIGHTS. Optionee shall not have any of the
rights of a unitholder with respect to the depositary units until
Optionee shall have exercised this option and paid the Exercise Price
for the purchased depositary units.
8. NO IMPAIRMENT OF RIGHTS. This Agreement shall not in
any way affect the right of the Partnership to adjust, reclassify,
reorganize or otherwise make changes in its capital or business
structure or to merge, consolidate, dissolve, liquidate or sell or
transfer all or any part of its business or assets. Nor shall this
Agreement in any way be construed or interpreted so as to affect
adversely or otherwise impair the right of the Partnership or the
unitholders to remove Optionee from the Board at any time in
accordance with the provisions of applicable law.
9. COMPLIANCE WITH LAWS AND REGULATIONS. The exercise of
this option and the issuance of the depositary units upon such
exercise shall be subject to compliance by the Partnership and
Optionee 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.
10. SUCCESSORS AND ASSIGNS. Except to the extent
otherwise provided in Paragraph 3, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors,
administrators, heirs, legal representatives and assigns of Optionee
and the Partnership's successors and assigns.
3.
11. DISCHARGE OF LIABILITY. 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 option
shall relieve the Partnership of any liability with respect to the
non-issuance or sale of the depositary units as to which such
approval shall not have been obtained. However, the Partnership
shall use its best efforts to obtain all such applicable approvals.
12. 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 of 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 below Optionee's signature line 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.
13. 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, including the automatic option grant provisions of
Article Three of the Plan. The interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the
State of California.
14. 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 Optionee and
Optionee'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.
4.
EXHIBIT I
NOTICE OF EXERCISE OF OPTION
I hereby notify The Newhall Land and Farming Company (a
California Limited Partnership) (the "Partnership") that I elect to
purchase ________ depositary units of the Partnership (the "Purchased
Depositary Units") at the option exercise price of $__________ per
depositary unit (the "Exercise Price") pursuant to that certain
option (the "Option") granted to me under the Partnership's 1995
Option/Award Plan on ____________________, _______.
Concurrently with the delivery of this Exercise Notice to
the Secretary of Newhall Management Corporation, I shall hereby pay
to the Partnership the Exercise Price for the Purchased Depositary
Units in accordance with the provisions of my agreement with the
Partnership evidencing the Option and shall deliver whatever
additional documents may be required by such agreement as a condition
for exercise. Alternatively, I may utilize the special broker-dealer
sale and remittance procedure specified in my agreement to effect the
payment of the Exercise Price for the Purchased Depositary Units.
____________________, _________
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: ____________________________________________