Exhibit 10(a)
SECOND AMENDMENT TO
THE NEWHALL LAND AND FARMING COMPANY
1995 OPTION/AWARD PLAN
This Second Amendment to The Newhall Land and Farming Company 1995
Option/Award Plan (the "Plan") is adopted as of July 15, 1998.
Paragraph 3.3 of the Plan, which previously read as follows:
"3.3 NO DISCRETION
No person will have any discretion to select which Independent
Directors will be granted depositary units or to determine the number
of depositary units to be granted to Independent Directors under this
Article Three; provided, however, that nothing in this Plan will be
construed to prevent an Independent Director from declining to receive
depositary units under this Plan."
Is hereby deleted in its entirety and replaced with the following:
"3.3 OPTION FEE PROGRAM
A. Eligibility. Each Independent Director shall be eligible to
receive, in lieu of receiving all or any portion of the annual retainer
fee otherwise payable to such individual, non-statutory options with
terms and conditions substantially similar to those set forth in
Paragraph 3.1 D and Paragraph 3.1 E of this Plan.
B. Election. The election to receive options in lieu of all or
any portion of the Independent Director's annual retainer fee otherwise
payable to the Independent Director in cash under the Option Fee
Program must be made, (i) with respect to any remaining portion of the
annual retainer fee payable in 1998, within 30 days following approval
of this Paragraph 3.3 of the Plan by the Board, and (ii) with respect
to any calendar year after 1998, before the start of the calendar year
for which the election is to be effective. The election must be made on
the form provided by the Committee and must specify the percentage or
dollar amount of his or her annual retainer fee to be applied to the
Option Fee Program. The election, once filed, shall be irrevocable. The
Independent Director may file a standing election to be in effect for
two (2) or more consecutive calendar years or to remain in effect
indefinitely until revoked by written notice filed with the Committee
at least six (6) months prior to the start of the first calendar year
for which such standing election is no longer to remain in effect.
C. Option Issuance. On the first trading day of each calendar
quarter during the year for which the election to receive options is
effective, an option shall be issued to such Independent Director to
purchase a number of depositary units equal to (i) one-quarter (1/4),
times (ii) the amount of annual retainer fee for such year which the
Independent Director elects to receive in the form of options, divided
by (iii) the "Black-Scholes Value" as of such date; provided, however,
the foregoing formula shall be appropriately adjusted in the case of
any election to receive options in lieu of the quarterly retainer fee
due on October 1, 1998. The "Black-Scholes Value" shall be an amount,
as of any date, equal to the estimated value of an option to purchase
one depositary unit with an exercise price equal to the Fair Market
Value of a depositary unit as of such date and a term of ten years,
determined using the Black-Scholes option pricing formula in a manner
consistent with the methodology employed in the Partnership's annual
report to partners. The exercise price per depositary unit of such
option shall be equal to the Fair Market Value of one depositary unit
on the date of grant."
IN WITNESS WHEREOF, The Newhall Land and Farming Company (a California
Limited Partnership) has adopted this Second Amendment to The Newhall Land and
Farming Company 1995 Options/Award Plan.
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: /S/ Thomas H. Almas
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Name: Thomas H. Almas
Title: Secretary