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Exhibit 10(d)
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS RESTORATION PLAN
As Amended Effective January 1, 1999)
1. Purpose. The purpose of this Newhall Land and Farming
Company Employee Savings Restoration Plan (the "Plan") is to permit certain
eligible employees of The Newhall Land and Farming Company (a California Limited
Partnership) ("Company") defer a portion of their compensation.
2. Eligibility. Any Participant of The Newhall Land and
Farming Company Employee Savings Plan (the "Savings Plan"), shall be eligible
to participate in this Plan if the Company notifies such Participant of his
eligibility to participate.
3. Participation.
(a) Each Plan Year (the period from any January
1st to the following December 31st) individuals eligible to participate in the
Plan pursuant to Section 2 may irrevocably elect to defer receipt of a specified
percentage of their earnings that will be attributable to services to be
rendered in the Plan Year immediately following the Plan Year in which such
election is made. For purposes of this plan "earnings" shall be Earnings as
defined in the Savings Plan, but increased by the amount of (i) any salary or
bonus deferred (whether in the form of cash or employer securities) under a
non-qualified deferral plan and (ii) any amounts payable to a Participant as
general partner income from Newhall General Partnership or as fees for serving
as a director of any subsidiary of the Company, but reduced by (A) that portion
of compensation imputed for tax purposes as a result of fringe benefits
(including any gain upon the exercise of options to acquire employer securities
or the sale of securities acquired thereunder, the vesting of restricted
employer securities or other gains from equity compensation other than employer
securities that are payable (or would be payable absent a deferral election by
the Participant) as an annual bonus) or other similar amounts as determined by
the Company, (B) deferred compensation at the time of payment if attributable to
amounts that were taken into account at the time of deferral.
(b) Individuals who first become eligible to
participate in the Plan during the Plan Year pursuant to Section 2 may
irrevocably elect to defer receipt of a specified percentage of their earnings
(as defined above) that will be attributable to services to be rendered between
becoming eligible to participate and the end of the Plan Year. An individual's
deferral election shall provide for deferral of a "specified percentage" of a
Participant's earnings and/or a specified dollar amount (not in excess of the
percentage and dollar limits specified in the Savings Plan), which deferral
shall be made to the Savings Plan to the extent permissible thereunder or to
this Plan to the extent that such deferral cannot be made to the Savings Plan
because of (I) the annual dollar limitation of section 402(g) of the Code of
1986 (the" Code"), (II) the nondiscrimination requirements of section 401(k)(3)
of the Code (applied on an estimated basis), (III) the annual compensation limit
of Section 401 (a)( 17) of the Code, or (IV) the difference in the definition of
earnings under this Plan and the definition of Earnings under the Savings Plan.
Specified percentage means the percentage
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(not less than 1% and no more than 6% of earnings) by which Participants elect
to have the Company reduce Earnings and make contribution to the Savings Plan.
4. In-Service Withdrawals. A Participant may be permitted to
withdraw up to one hundred percent of (100%) of his or her vested benefits under
the Plan, provided and only if the Participant furnishes the Board with
satisfactory proof that the withdrawal is for an unanticipated emergency that
was caused by an event beyond the control of the Participant or his or her
beneficiary and that would result in severe financial hardship if the withdrawal
is not permitted. In judging whether the payment of an expense satisfies the
above requirements, the Board shall take into consideration the financial
resources available to the Participant to meet the expense as reflected in a
written statement furnished by the Participant in support of the request.
In-service withdrawals shall be limited to the amount necessary to satisfy an
emergency.
5. Accounts.
a. With respect to each Participant, any
Company participating in the Savings Plan ("Participating Company") which is his
or her employer shall reduce his or her earnings in each pay period in
accordance with his or her deferral election and, to the extent that such
amounts cannot be deferred into the Savings Plan because of (i) the annual
dollar limitation of Section 402(g) of the Code, (ii) the annual compensation
limitation of Section 401(a)(17) of the Code, (iii) the nondiscrimination
requirements of Section 401(k)(3) of the Code (applied on an estimated basis) or
(iv) the difference between the definition of earnings under this Plan and the
definition of Earnings under the Savings Plan, shall credit such amounts to his
or her Basic Employer Contribution Account under this Plan as of the last day of
such pay period.
b. To the extent that a Participant's deferrals
do not exceed 6% of his or her earnings and are credited to his or her Basic
Employer Contribution Account (rather than the Savings Plan) for a Plan Year,
the Participating Company which is his or her employer shall credit a matching
contribution (computed under the terms of the Savings Plan, but with respect to
earnings as defined herein) to his or her Matching Employer Contribution Account
under this Plan with respect to the amount so credited to his Basic Employer
Account (and which, when added to the amount deferred to the Savings Plan does
not exceed 6% of his earnings). The matching contribution shall be credited as
of the last day of the Plan Year.
c. Each Participant's Basic Employer
Contribution Account and Matching Employer Contribution Account under this Plan
(together his "Accounts") shall be credited with earnings equal to the rate of
return on the assets in the Participant accounts under the Savings Plan other
than the assets invested in the Newhall Fund. The Accounts of Participants who
no longer retain amounts under the Savings Plan shall continue to be credited
with earnings as if invested in the Savings Plan and shall have the opportunity
to direct their investment under the Plan as if they continued to participate in
the Savings Plan.
6. Vesting. Participants' vesting in their Basic
Employer Contribution Accounts and Matching Employer Contribution Accounts under
this Plan shall be subject to
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the vesting provisions applicable to their Basic Employer Contribution Accounts
and Matching Employer Contribution Accounts, respectively, under the Savings
Plan.
7. Amount and Form of Benefit Payment.
(a) Benefits under this Plan shall commence
within thirty (30) days following the end of the Plan Year in which a
Participant terminates employment with a Participating Company. The
Participating Company which is the Participant's employer shall pay from its
general assets, the entire amount to the Participant's credit under such
Participant's Accounts in the Plan in installments consisting of approximately
equal annual installments over a term of ten (10) years. Earnings on the
undistributed amounts shall continue to be credited as provided in Section 5(c).
A Participant shall never receive a payment in excess his account balance and
payments shall cease when his account balance equals zero.
(b) Notwithstanding the preceding, if the credit
under the Participant's Accounts does not exceed $25,000 the Participating
Company which is such Participant's employer shall pay within thirty (30) days
following the end of the Plan Year in which a Participant terminates employment
with a Participating Company, from its general assets the entire amount to such
Participant's credit under such Participant's Accounts in the Plan.
(c) In the event of a Participant's death prior
to distribution of all benefits under this Plan, the Participating Company which
was the Participant's employer shall pay within thirty (30) days the balance of
the Participant's Accounts to the Participant's beneficiary in the form of a
single a lump sum payment. A married Participant's spouse shall be a
Participant's beneficiary unless the spouse has given written consent, witnesses
by a notary, to designation of another beneficiary. If a beneficiary dies prior
to distribution of the portion of a Participant's Account to which the
beneficiary was entitled or if a Participant is unmarried and dies without
naming a beneficiary, the funds held in the Participant's Accounts will be
distributed, to the Participant's estate in the form of a single lump sum
payment.
8. Amendment and Termination. This Plan may be amended
or terminated at any time by action of the board of directors of the Corporation
at its sole discretion without prior notice to any person. Members of the Board
who are Participants are precluded from voting on any action to terminate this
Plan. No amendment shall operate to reduce Participants' benefits accrued to the
date of such amendment. Upon termination of this Plan, the rights of all
affected Participants in benefits accrued to the date of termination shall be
nonforfeitable. Notwithstanding Section 8, the Board may determine that such
nonforfeitable accrued benefits shall be paid to all Participants as soon as
practicable.
9. General.
a. Nothing contained herein shall confer on any
Participant the right to be retained in the service of any Affiliated Company,
nor shall it interfere with the right of each Affiliated Company to discharge or
otherwise deal with Participants without regard to the existence of this Plan.
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b. No amount payable to or in respect of any
Participant under this Plan shall be subject in any manner to alienation by
anticipation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge
or encumbrance of any kind, and any attempt to do so will be void. Such amounts
shall in no manner be liable for or subject to the debts or liabilities of
Participants or their beneficiaries. A Participant's or beneficiary's rights to
receive payments under this Plan are merely those of an unsecured general
creditor of the Company and its affiliate corporations. Such rights constitute a
mere promise by the Company and its affiliate corporations to make payments to
Participants and their beneficiaries in the future. It is the intention of all
of the parties to this agreement that the Plan be unfunded for federal tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974, as amended.
c. This Plan constitutes an unfunded plan of
deferred compensation described in section 401 (a)( 1) of ERISA. The rights
conferred on any individual by virtue of his participation in this Plan shall be
limited to the right to receive, at the time specified herein, an amount equal
to the vested portion of his Accounts. With respect to such rights, a
Participant shall have the status of an unsecured general creditor of the
Participating Company which is his employer.
d. The Plan shall be interpreted in accordance
with the reporting and disclosure requirements of ERISA and, to the extent not
preempted, with California law.
IN WITNESS WHEREOF, The Newhall Land and Farming Company, (a
California limited partnership), has caused this amendment and restatement of
The Newhall Land and Farming Company Employee Savings Restoration Plan to be
executed effective as of July 15th, l998.
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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Name: Thomas H. Almas
Title: Secretary
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