Exhibit 99.4
Form of Notice of Grant and Restricted Units Agreement.
INITIAL GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF RESTRICTED UNITS
Notice is hereby given of the following grant of restricted units
(the "Restricted Units") with respect to depositary units of The
Newhall Land & Farming Company (a California Limited Partnership)
(the "Partnership") pursuant to The Newhall Land and Farming Company
1995 Option/Award Plan (the "Plan"):
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF RESTRICTED UNITS: _______________________________
EXPIRATION DATE: __________________________________________
VESTING SCHEDULE:
-- The Grantee shall not acquire any vested interest in
any depositary units during the initial twenty-four (24) month period
measured from the Grant Date.
-- Upon the second anniversary of the Grant Date, the
Grantee shall acquire a vested interest in twenty-five percent (25%)
of the total depositary units.
-- Upon the fourth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of fifty percent (50%) of the depositary units.
-- Upon the sixth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of seventy-five percent (75%) of the depositary units.
-- Upon the eighth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of one hundred percent (100%) of the depositary units.
The initial twenty-four (24) month vesting schedule above
shall be accelerated if two-year performance goals, as defined below
("Goals"), are met, as follows:
-- If the Goal for the two-fiscal-year period preceding
the second anniversary of the Grant Date, the Grantee shall acquire
a vested interest in
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fifty percent (50%) of the total depositary units as
of the second anniversary of the Grant Date.
-- If the Goal for the two-fiscal-year period preceding
the fourth anniversary of the Grant Date is achieved, the Grantee
shall acquire a vested interest in fifty percent (50%) of the total
depositary units as of the fourth anniversary of the Grant Date.
-- To the extent the depositary units have not previously
fully vested, if the Goal for the two-fiscal-year period preceding
the sixth anniversary of the Grant Date is achieved, the Grantee
shall acquire a vested interest in fifty percent (50%) of the total
depositary units as of the sixth anniversary of the Grant Date.
The Goal shall be considered met for the two-fiscal-year
period preceding the second anniversary of the Grant date if, at the
end of the two-fiscal-year period, a twenty percent (20%) compound
annual increase in net income per depositary unit has occurred, based
on the net income for the fiscal year immediately preceding the two-
fiscal-year period. Goals for subsequent two-fiscal-year periods
shall be determined by the Committee administering the Plan.
Grantee understands that the Restricted Units 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 Agreement dated
_________________________, attached hereto as Exhibit A. Grantee
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: __________________________________
___________________________________________
2.
I designate the following beneficiary(ies):
___________________________________ Relationship: __________________
Address: ___________________________________________________________
___________________________________________________________
3.
SUBSEQUENT GRANT
THE NEWHALL LAND AND FARMING COMPANY
NOTICE OF GRANT OF UNIT RIGHTS
Notice is hereby given of the following grant of restricted units
(the "Restricted Units") with respect to depositary units of The
Newhall Land & Farming Company (a California Limited Partnership)
(the "Partnership") pursuant to The Newhall Land and Farming Company
1995 Option/Award Plan (the "Plan"):
GRANTEE: _________________________________________________
GRANT DATE: ______________________________________________
NUMBER OF RESTRICTED UNITS: _______________________________
EXPIRATION DATE: __________________________________________
VESTING SCHEDULE:
-- The Grantee shall not acquire any vested interest in
any depositary units during the initial twenty-four (24) month period
measured from the Grant Date.
-- Upon the second anniversary of the Grant Date, the
Grantee shall acquire a vested interest in twenty-five percent (25%)
of the total depositary units.
-- Upon the fourth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of fifty percent (50%) of the depositary units.
-- Upon the sixth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of seventy-five percent (75%) of the depositary units.
-- Upon the eighth anniversary of the Grant Date, the
Grantee shall acquire a vested interest in an additional twenty-five
percent (25%) of the total depositary units, for a cumulative total
of one hundred percent (100%) of the depositary units.
The initial twenty-four (24) month vesting schedule above
shall be accelerated if two-year performance goals, as defined below
("Goals"), are met, as follows:
-- If the Goal for the two-fiscal-year period preceding
the second anniversary of the Grant Date,
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the Grantee shall acquire a vested interest in fifty
percent (50%) of the total depositary units as of the second
anniversary of the Grant Date.
-- If the Goal for the two-fiscal-year period preceding
the fourth anniversary of the Grant Date is achieved, the Grantee
shall acquire a vested interest in fifty percent (50%) of the total
depositary units as of the fourth anniversary of the Grant Date.
-- To the extent the depositary units have not previously
fully vested, if the Goal for the two-fiscal-year period preceding
the sixth anniversary of the Grant Date is achieved, the Grantee
shall acquire a vested interest in fifty percent (50%) of the total
depositary units as of the sixth anniversary of the Grant Date.
The Goal shall be considered met for the two-fiscal-year
period preceding the second anniversary of the Grant date if, at the
end of the two-fiscal-year period, a twenty percent (20%) compound
annual increase in net income per depositary unit has occurred, based
on the net income for the fiscal year immediately preceding the two-
fiscal-year period. Goals for subsequent two-fiscal-year periods
shall be determined by the Committee administering the Plan.
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
Agreement dated _________________________, distributed with the
Initial Notice of Grant.
DATED: ____________________, ______
THE NEWHALL LAND AND FARMING COMPANY
(a California Limited Partnership)
By: _______________________________________
Title: ____________________________________
__________________________________________
OPTIONEE
Address: __________________________________
___________________________________________
2.
I designate the following beneficiary(ies):
___________________________________ Relationship: __________________
Address: ___________________________________________________________
___________________________________________________________
3.
EXHIBIT A
THE NEWHALL LAND AND FARMING COMPANY
RESTRICTED UNITS 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
other 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 granting
of restricted units.
C. Except as otherwise indicated, 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 RESTRICTED UNIT. Subject to and upon the terms
and conditions set forth in this Agreement, the Partnership hereby
grants to Grantee, as of the date of grant (the "Grant Date")
specified in the accompanying Notice of Grant (the "Grant Notice"),
the number of Restricted Units as is specified in the Grant Notice.
The Restricted Units shall vest in installments during Grantees
period of Service.
2. RETURN RIGHT. The Partnership is hereby granted the right
(the "Return Right"), exercisable at any time during the sixty (60)
day period following the date Grantee ceases for any reason to
provide Service to the Partnership, or any affiliated entity, to
reacquire for no consideration all or (at the discretion of the
Partnership and with the consent of Grantee) any portion of the
depositary units in which Grantee has not acquired a vested interest
in accordance with the vesting provisions of the appropriate Grant
Notice (hereinafter called "Unvested Depositary Units").
3. EXERCISE OF THE RETURN RIGHT. The Return Right shall be
exercisable by written notice delivered to the Owner of the Unvested
Depositary Units prior to the expiration of the applicable sixty (60)
day period specified in paragraph 2.a. The notice shall indicate the
number of Unvested Depositary Units to be reacquired and the date on
which the reacquisition is to be effected, such date to be not more
than thirty (30) days after the date of notice. Owner shall, prior
to the close of business
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on the date specified for the reacquisition, deliver to the
Partnership the certificates representing the Unvested Depositary
Units to be reacquired, each certificate to be properly endorsed for
transfer.
4. TERMINATION OF THE RETURN RIGHT. The Return Right shall
terminate with respect to any Unvested Depositary Units for which it
is not timely exercised pursuant to Paragraph 2, and shall terminate
in accordance with the vesting provisions specified in the Grant
Notice.
5. ACCELERATION OF RESTRICTED UNITS. In the event of a
Structural Transaction or Change in Control, the vesting of each
Restricted Unit will be automatically accelerated so that all
depositary units and cash payments to which Grantee is entitled under
any Restricted Unit grant under this Plan shall be delivered to
Grantee and all of the Partnership's rights to the return or
repurchase of depositary units awarded pursuant to any such grant of
Restricted Unit shall terminate.
6. NO ACCELERATION OF RESTRICTED UNITS. In no event shall any
such acceleration of vesting or termination of repurchase rights in
connection with a Structural Transaction occur if and to the extent
(i) such Restricted Unit 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 Restricted Unit
of the successor entity or affiliate thereof, (ii) such Restricted
Unit 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
Restricted Unit, or (iii) the acceleration of such Restricted Unit is
subject to other limitations imposed by the Committee at the time of
the Restricted Unit grant. The determination of Restricted Unit
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 Restricted
Units under the Plan shall, to the extent not previously exercised,
purchased or assumed by the successor entity or an affiliate,
terminate.
7. CANCELLATION OF AWARDS. Notwithstanding the above, in the
event of any Structural Transaction, the Committee shall have the
discretion to cancel outstanding Restricted Units, in whole or in
part, subject to such conditions as the Committee may determine, upon
payment to Grantee with respect to all cancelled Restricted Units, an
amount in cash equal to the Fair Market Value (as defined in the
Plan) of the Restricted Unit.
8. ADJUSTMENT. If any change is made to the depositary units
issued under the Plan by reason of a Structural Transaction or a
Change in Control that does not result in the termination of
2.
all outstanding rights of the Partnership to the return or repurchase
of depositary units awarded pursuant to Restricted Units, the
Committee may adjust the number of Restricted Units granted pursuant
to the Grant Notice.
9. PARTNERSHIP STRUCTURE. The grant of Restricted Units 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.
10. TRANSFER RESTRICTIONS
A. Grantee shall not transfer, assign, encumber or
otherwise dispose of any of the depositary units which are subject to
the Partnership's Return Right under Paragraph 4. Such restrictions
on transfer, however, shall not be applicable to (i) a gratuitous
transfer of the depositary units made to Grantee's spouse or issue,
including adopted children, or to a trust for the exclusive benefit
of Grantee or Grantee's spouse or issue, (ii) a transfer of title to
the depositary units effected pursuant to Grantee's will or the laws
of intestate succession, or (iii) a transfer to a designated
beneficiary upon the death of Grantee.
B. Each person (other than the Partnership) to whom the
depositary units are transferred by means of one of the permitted
transfers specified in paragraph 10.A. must, as a condition precedent
to the validity of such transfer, acknowledge in writing to the
Partnership that such person is bound by the provisions of this
Agreement and that the transferred Depositary Units are subject to
the Partnership's Return Right granted hereunder, to the same extent
such depositary units would be so subject if retained by Grantee.
11. GENERAL PROVISIONS
A. The Partnership may assign its Return Right under
Paragraph 2 to any person or entity selected by the Partnership,
including (without limitation) one or more holders of depositary
units of the Partnership.
B. Except to the extent the terms of any written
employment contract with Grantee may expressly provide otherwise, the
Partnership and other affiliates are not 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.
C. The failure of the Partnership (or its assignees) in
any instance to exercise the Return Right granted under Paragraph 2,
shall not constitute a waiver of any other
3.
reacquisition rights that may subsequently arise under the provisions
of this Agreement or any other agreement between the Partnership and
Grantee. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or
condition, whether of like or different nature.
D. If the Partnership (or its assignees) shall give
written notice, at the time and place and in the form provided in
this Agreement, that Unvested Depositary Units are to be reacquired
in accordance with the provisions of this Agreement, then from and
after such time, the person from whom such Unvested Depositary Units
are to be reacquired shall no longer have any rights as a holder of
such Unvested Depositary Units, and such Unvested Depositary Units
shall be deemed reacquired in accordance with the applicable
provisions hereof and the Partnership (or its assignees) shall be
deemed the owner and holder of such Unvested Depositary Units,
whether or not the certificates therefor have been delivered as
required by this Agreement.
E. All certificates representing the Unvested Depositary
Units shall be endorsed with the following legend:
THIS DEPOSITARY RECEIPT MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN
CONFORMITY WITH THE TERMS OF A WRITTEN AGREEMENT, DATED
________________________, BETWEEN THE PARTNERSHIP AND THE REGISTERED
HOLDER OF THE DEPOSITARY UNITS (OR THE PREDECESSOR IN INTEREST TO THE
DEPOSITARY UNITS). SUCH AGREEMENT GRANTS CERTAIN REACQUISITION
RIGHTS TO THE PARTNERSHIP (OR ITS ASSIGNEES) UPON THE SALE,
ASSIGNMENT, TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF THE
PARTNERSHIP'S DEPOSITARY UNITS. THE PARTNERSHIP WILL UPON WRITTEN
REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT
CHARGE.
12. CANCELLATION AND NEW GRANT OF RESTRICTED UNITS. The
Committee shall have the authority to effect, at any time and from
time to time, with the consent of the affected Restricted Unit
holders, the cancellation of any or all outstanding Restricted Units
under this Agreement and to grant in substitution therefor new
Restricted Units under the Plan covering the same or different number
and class of depositary units.
13. GRANTEE OBLIGATIONS. 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
4.
Depositary Units pursuant to the express provisions of this
Agreement.
14. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California.
15. COMPLIANCE WITH LAWS AND REGULATIONS. Under no
circumstances shall the Partnership's depositary receipts or other
assets be issued or delivered to Grantee pursuant to the provisions
of this Agreement unless and until, in the opinion of counsel for the
Partnership or its successors, there shall have been compliance with
all applicable requirements of the Federal and state securities laws,
all applicable listing requirements of any securities exchange on
which the depositary units are at the time listed for trading and all
other requirements of law or of any regulatory bodies having juris-
diction over such issuance and delivery.
16. 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 designated
beneficiary, 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.
17. 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.
18. 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.
19. POWER OF ATTORNEY. Grantee's spouse hereby appoints
Grantee his or her true and lawful attorney in fact, for him or her
and in his or her name, place and stead, and for his or her use and
benefit, to agree to any amendment or modification of this Agreement
and to execute such further instruments and take such further actions
as may reasonably be necessary to carry out the intent of this
Agreement. Grantee's spouse further gives and grants unto Grantee as
his or her attorney in fact full power and
5.
authority to do and perform every act necessary and proper to be done
in the exercise of any of the foregoing powers as fully as he or she
might or could do if personally present, with full power of
substitution and revocation, hereby ratifying and confirming all that
Grantee shall lawfully do and cause to be done by virtue of this
power of attorney.
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