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Exhibit 10(w)
THE NEWHALL LAND AND FARMING COMPANY
PREMIUM PRICE OPTION AGREEMENT
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 any affiliated entities thereof, and
non-employee Board members of the managing general partner of the Partnership,
and its managing general partner.
B. Optionee 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 option to Optionee.
C. All capitalized terms shall have the meaning as those terms are defined in
the Plan unless otherwise indicated.
1. GRANT OF OPTION. Subject to and upon the terms and conditions set
forth in this Agreement, the Partnership hereby grants to ______________ (the
"Optionee"), as of November 19, 1997 (the "Grant Date"), an option (the
"Option") to purchase from the Partnership from time to time during the option
term, (i) ___________ Partnership units ("Units") at an exercise price of $31.30
per Unit (the "Tranche I Options"), and (ii) _____________ Units at an exercise
price of $33.39 per Unit (the "Tranche II Options").
2. NO TANDEM OPTION/APPRECIATION RIGHTS. This Option is not granted in
tandem with any appreciation right.
3. OPTION TERM. This Option shall expire at the close of business on the
fifth anniversary of the Grant Date (the "Expiration Date"), unless sooner
terminated in accordance with Paragraph 5, 6, 9 or 10.
4. LIMITED TRANSFERABILITY. This Option shall be exercisable only by
Optionee during Optionee's lifetime and shall not be transferable or assignable
by Optionee other than by will or by the laws of descent and distribution
following Optionee's death. However, Optionee may designate a beneficiary who
may exercise the Option or receive compensation under the Option after
Optionee's death.
5. EXERCISE OF OPTION.
a. VESTING OF TRANCHE I OPTIONS: The Tranche I Options shall
become exercisable on November 20, 2000 if Optionee's Service has not terminated
prior to November 20, 2000 and either:
(i) The Fair Market Value (as defined below) of a Unit
equals or exceeds $31.30 per Unit for any ten of any twenty consecutive
trading days during the period beginning on and including November 19,
1997 and ending on and including November 19, 1999; or
(ii) The Total Percentage Return with respect to a Unit
for the period beginning November 19, 1997 through November 20, 1999
equals or exceeds the 75th Percentile of the Shareholder Return of the
Peer Group (as defined below) for the same period.
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If neither of the tests set forth in (i) or (ii) above is satisfied,
then, except as set forth in Paragraph 9, the Tranche I Options shall be
unexercisable and shall be cancelled.
b. VESTING OF TRANCHE II OPTIONS. The Tranche II Options shall
become exercisable in full on November 20, 2000, if Optionee's Service has not
terminated prior to November 20, 2000 and either:
(i) The Fair Market Value of a Unit equals or exceeds
$33.39 per Unit for any ten of any twenty consecutive trading days
during the period beginning on and including November 19, 1997 and
ending on and including November 19, 2000; or
(ii) The Total Percentage Return with respect to a Unit
for the period beginning November 19, 1997 through November 20, 2000
equals or exceeds the 75th Percentile of the Shareholder Return of the
Peer Group (as defined below) for the same period.
If neither of the tests set forth in (i) or (ii) above is satisfied,
then, except as set forth in Paragraph 9, the Tranche II Options shall be
unexercisable and shall be cancelled.
c. PRO-RATED VESTING IF UNIT PRICE TESTS ARE MET AND SERVICE
CEASES PRIOR TO NOVEMBER 20, 2000. If Optionee's Service is terminated prior to
November 20, 2000, such Service was not terminated as a result of an event
described in Paragraph 6(a), and the test for the exercise of Tranche I or
Tranche II or both set forth in Paragraph 5(a)(i) or 5(b)(i), as applicable, are
met prior to the date that Service terminates, then this Option shall become
exercisable, on the date of termination of Service, with respect to the number
of Units, calculated separately for each Tranche, equal to (x) the number of
Units in such Tranche that Optionee could have purchased under this Option if
his Service had not terminated prior to November 20, 2000, multiplied by (y) the
number of days in the period beginning with and including November 20, 1997 and
ending with and including the date Service ceases, divided by (z) 1,096.
This Option shall not become exercisable for any additional Units
following Optionee's cessation of Service.
6. EFFECT OF CESSATION OF SERVICE.
a. CESSATION OF SERVICE AS A RESULT OF MISCONDUCT. Should (i)
Optionee's Service be terminated for misconduct (including, but not limited to,
any act of dishonesty, willful misconduct, fraud or embezzlement) or (ii)
Optionee 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 Option shall terminate immediately and cease to be outstanding.
b. CESSATION OF SERVICE IN OTHER CIRCUMSTANCES. If Optionee
ceases Service and Paragraph 6(a) does not apply to such termination, the Option
shall terminate in accordance with the following provisions:
(i) This Option shall immediately terminate and cease to
be outstanding for any Units for which it is not exercisable at the time of
Optionee's cessation of Service.
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(ii) Should Optionee cease Service for any reason other
than death or Retirement while this Option is outstanding, then this Option
shall be exercisable for all of the Units for which this Option is exercisable
at the time of such cessation of Service. Such right shall lapse, and this
Option 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
Optionee's cessation of Service, or (ii) the Expiration Date.
(iii) Should Optionee die while this Option is
outstanding, or within three (3) months after Optionee ceases Service, then
Optionee's designated beneficiary, or, if no beneficiary has been designated,
Optionee's estate or heirs shall have the right to exercise the Option for any
or all of the Units for which this Option is exercisable at the time of
Optionee's death. Such right shall lapse, and this Option 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 Optionee's death, or (ii) the
Expiration Date.
(iv) Should Optionee Retire while this Option is
outstanding, then this Option shall be exercisable for all of the Units for
which this Option is exercisable at the time of such Retirement. Such right
shall lapse, and this Option 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 Optionee's Retirement, or (ii) the Expiration Date.
7. DEFINITIONS. For purposes of this Agreement, the following
definitions shall apply:
(a) "Fair Market Value" shall mean, with respect any security,
the closing selling price of such security as quoted on the New York Stock
Exchange Composite Tape on the date in question. If the security is not listed
or admitted for trading on the NYSE, but is listed or traded on another
established stock exchange or national market system (including without
limitation the NASDAQ National Market System), the Fair Market Value of the
security shall be the closing sales price for such security on such exchange or
national market system.
(b) "Total Percentage Return" shall mean, with respect to a
security, (x) the increase, if any, during the relevant period in the Fair
Market Value of a hypothetical fund consisting of one such security plus the
number of such securities that could be acquired by the end of the period
through the immediate reinvestment of distributions made during the period on
the security (and, for the remainder of the period after their acquisition, on
the additional securities so acquired), divided by (y) the Fair Market Value of
one such security at the beginning of the period. The Fair Market Value of one
outstanding unit of the Partnership at the beginning of the period has been
determined to be $25.04. The beginning Fair Market Value of the common equity
securities of the companies in the Peer Group are shown on Exhibit A.
(c) The "75th Percentile of the Shareholder Return of the Peer
Group" for a measured period is calculated as follows. The Total Percentage
Return is calculated for the common equity security of each company in the Peer
Group for the applicable period. The 75th Percentile is the Total Percentage
Return which is greater than seventy-five percent of the Total Percentage
Returns of all the companies in the Peer Group.
(d) "Peer Group" means the companies identified on Exhibit A
hereto; provided, however, if the common equity securities of a company are not
publicly traded during any portion of a measurement period, such company will be
excluded from the Peer Group for such measurement period.
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(e) Optionee shall be deemed to remain in "Service" for so long
as such individual renders services on a periodic basis to the Partnership (or
any subsidiary or other affiliated entity) in the capacity of an employee.
(f) An entity shall be considered to be a "subsidiary" of the
Partnership if it is a member of an unbroken chain of entities beginning with
the Partnership, provided each such entity in the chain (other than the last
entity) owns, at the time of determination, securities possessing fifty percent
(50%) or more of the total combined voting power of all classes of securities in
one of the other entities in such chain.
(g) An entity shall be considered to be a "parent" of the
Partnership if it is a member of an unbroken chain ending with the Partnership,
provided each such entity in the chain (other than the Partnership) owns, at the
time of determination, securities possessing fifty percent (50%) or more of the
total combined voting power of all classes of securities in one of the other
entities in such chain.
(h) "Retirement" shall mean the Optionee's cessation of Service
on or after either of the following: (x) the first day of the month coinciding
with or next following Optionee's sixty-fifth (65) birthday; or (y) the first
day of a calendar month after meeting the age and service requirements for early
retirement, which are: Optionee's years of service for the Partnership or an
affiliated entity meet or exceed ten (10) years of service, and Optionee has
attained age 55.
8. ADJUSTMENT IN UNITS.
a. If any change is made to the Units issuable under the Plan
(whether by reason of merger, consolidation, reorganization, recapitalization,
Unit distribution, Unit split, combination of Units, exchange of Units, or other
change in partnership or capital structure of the Partnership), or if the
Partnership makes a distribution to holders of 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 option holders', then
the Committee shall make appropriate adjustments to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the number and/or class
of securities and price per Unit in effect under each outstanding option under
the Plan and (iii) the maximum number of Units issuable to one individual
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
options:
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b. If any change is made to the 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 options, the Committee may adjust the
maximum number of Units issuable under the Plan, the number of Units subject to
options, and the option price, as provided in Paragraph 1.3.C. of the Plan.
9. ACCELERATION OF OPTIONS. Irrespective of whether or not the tests set
forth in Paragraph 5(a) or 5(b) have been met, in the event of a Structural
Transaction or Change in Control as defined in the Plan, this Option will be
automatically accelerated and shall become fully exercisable; provided, however,
no acceleration of Options will occur with respect to Optionee if Optionee's
Service has terminated prior to the date of the Structural Transaction or Change
of Control.
10. CANCELLATION OF OPTION. In the event of any Structural Transaction,
the Committee shall have the discretion to cancel outstanding options in whole
or in part, subject to such conditions as the Committee may determine, upon
payment to the Optionee with respect to each cancelled option, an amount in cash
not less than the difference between (i) the Fair Market Value (at the effective
date of such Structural Transaction) of the consideration the Optionee would
have received if the Option had been exercised immediately prior to the
effective date of such Structural Transaction and (ii) the exercise price of
such Option.
11. PARTNERSHIP STRUCTURE. The grant of this Option 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. PRIVILEGE OF UNITHOLDER RIGHTS. The holder of this Option shall not
have any of the rights of a unitholder with respect to the Units until such
individual shall have exercised the Option and paid the exercise price for the
purchased Units.
13. WITHHOLDING. Grantee may elect to have the Partnership withhold,
from the Units otherwise issuable pursuant to this Option, one or more of such
Units with an aggregate Fair Market Value equal to the Federal, state and local
employment and income taxes ("Taxes") incurred in connection with the
acquisition of such Units. Grantee may also deliver previously acquired Units
held for the requisite period to avoid a charge to earnings in satisfaction of
such Taxes. The withheld or delivered Units will be valued at Fair Market Value
on the applicable determination date for such Taxes.
14. MANNER OF EXERCISING OPTION. In order to exercise this Option with
respect to all or any part of the 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:
a. Deliver to the Secretary of the Partnership an executed notice
of exercise in the form provided by the Partnership (the "Exercise Notice") in
which there is specified the number of Units which are to be purchased under the
exercised Option.
b. Pay the aggregate exercise price for the purchased Units
through one or more of the following alternatives:
(i) in cash or cash equivalents made payable to the
Partnership;
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(ii) in Units valued at their Fair Market Value as of the
Exercise Date (defined below) and held for the requisite period in order to
avoid a charge to earnings (currently six (6) months, but subject to change);
(iii) through a sale and remittance procedure under which
the Optionee delivers a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Partnership the
amount of sale proceeds to pay the Option price; or
(iv) such other lawful consideration as the Committee
shall determine.
For purposes of clause (ii) immediately above, the "Exercise
Date" is the date on which written notice of the exercise of the Option is
delivered to the Partnership. In all other cases, the Exercise Date is the date
on which written notice and actual payment is received by the Partnership.
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 Units must accompany the Exercise Notice.
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.
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 Units.
In no event may this Option be exercised for any fractional
Units.
15. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of California without
resort to that State's conflict-of-laws rules.
16. COUNTERPARTS. The Option 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.
17. COMPLIANCE WITH LAW AND REGULATIONS. The exercise of this Option and
the issuance of 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 Units may be listed at the time of such exercise and issuance.
18. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided in
Paragraph 4, 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 Optionee and the successors and assigns of the
Partnership.
19. 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 Units pursuant to this
Option shall relieve the Partnership of any liability with respect to the
non-issuance or sale of the Units as to which such approval shall not have been
obtained. The Partnership shall, however, use its best efforts to obtain all
such approvals.
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20. NO EMPLOYMENT/SERVICE CONTRACT. Nothing in this Agreement or in the
Plan shall confer upon Optionee any right to continue in the Service of the
Partnership (or any subsidiary or other affiliated entity employing or retaining
Optionee) for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Partnership (or any affiliated entity) or
Optionee, which rights are hereby expressly reserved by each party, to terminate
Optionee's Service at any time for any reason whatsoever, with or without cause.
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 signature page hereto.
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; provided, however, in
the event of a conflict between the terms of this agreement and the terms of the
Plan, the terms of this agreement will prevail. 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.
23. WITHHOLDING. Optionee shall make appropriate arrangements with the
Partnership or any parent, subsidiary or affiliated entity employing Optionee
for the satisfaction of all Federal, state or local income and employment tax
withholding requirements applicable to the exercise of this option.
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[SIGNATURE PAGE TO PREMIUM PRICE OPTION AGREEMENT]
IN WITNESS WHEREOF, Optionee and the Partnership have caused this
Agreement to be executed as of March 5, 1998.
THE PARTNERSHIP
The Newhall Land and Farming Company
(a California Limited Partnership)
By: Newhall Management Limited Partnership,
Managing General Partner
By: Newhall Management Corporation, Managing
General Partner
By:
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Thomas H. Almas
Vice President - Admin. and Secretary
OPTIONEE
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Signature
Name:
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Address:
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I designate the following beneficiary(ies):
Relationship:
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Address:
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