EXHIBIT 4.2
TEJON RANCH CO.
STOCK OPTION AGREEMENT
PURSUANT TO THE
1992 EMPLOYEE STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made
and entered into as of the Date of Grant indicated below by and
between Tejon Ranch Co., a Delaware corporation (the "Company"),
and the person named below as Optionee.
WHEREAS, Optionee is an employee, officer or director of the
Company and/or one or more of its subsidiaries;
WHEREAS, pursuant to the Company's 1992 Employee Stock
Incentive Plan (the "1992 Plan"), the Compensation Committee of
the Board of Directors of the Company administering the 1992 Plan
(the "Committee") approved the grant to Optionee of an option to
purchase shares of the Common Stock, par value $.50 per share, of
the Company (the "Common Stock"), on the terms and conditions set
forth in a Stock Option Agreement entered into by Optionee and
the Company as of the Date of Grant;
NOW, THEREFORE, in consideration of the foregoing recitals
and the covenants set forth herein, the parties hereto hereby
amend and restate their agreement as so amended:
1. Grant of Option; Certain Terms and Conditions. The
Company hereby grants to Optionee, and Optionee hereby accepts,
as of the Date of Grant indicated below, an option (the "Option")
to purchase the number of shares of Common Stock indicated below
(the "Option Shares") at the Exercise Price per share indicated
below. The Option shall become exercisable on and after the
Vesting Dates indicated below as to the number of shares
indicated with respect to each such Vesting Date, except as
otherwise provided in Section 3. The Option shall expire at
5:00 p.m., Los Angeles, California time, on the Expiration Date
indicated below and shall be subject to all of the terms and
conditions set forth in this Agreement.
Optionee:
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
Expiration Date:
Vesting Dates:
2. Incentive Stock Option; Internal Revenue Code
Requirements. The Option is intended to qualify as an incentive
stock option under Section 422 of the Internal Revenue Code (the
"Code") except to the extent that the aggregate Fair Market Value
(determined as of the Date of Grant) of the shares of Common
Stock with respect to which the Option is exercisable for the
first time by Optionee during any calendar year (under the 1992
Plan and all other stock option plans of the Company and its
subsidiaries) exceeds $100,000. Such excess shares are intended
to be treated as shares issued pursuant to an Option that is not
an incentive stock option described in Section 422 of the Code,
in accordance with Section 422(d) of the Code. The number of
such excess shares as to which this option is not intended to be
treated as an incentive option is ______.
The "Fair Market Value" of a share of Common Stock or other
security on any day shall be equal to the last sale price,
regular way, per share or unit of such other security on such day
or, in case no such sale takes place on such day, the average of
the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading
on the American Stock Exchange or, if the shares of Common Stock
or such other security are not listed or admitted to trading on
the American Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the shares of Common Stock or such other security are
listed or admitted to trading or, if the shares of Common Stock
or such other securities are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if
not so quoted, the average of the high bid and low asked prices
in the over-the-counter market as reported by the National
Association of Securities Dealers, Inc. Automated Quotations
System or such other system then in use or, if on any such date
the shares of Common Stock or such other security are not quoted
by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a
market in shares of Common Stock or such other security selected
by the Board of Directors.
3. Acceleration and Termination of Option.
(a) Termination of Employment.
(i) Definition of Termination. In the event that
Optionee shall cease to be an employee of the Company or any of
its subsidiaries voluntarily or involuntarily or for any reason
whatever, such event is referred to in this Agreement as a
"Termination" of Optionee's "Employment."
(ii) Normal Termination. If Optionee's Employment
is Terminated for any reason other than those enumerated in this
Section 3(a)(ii), then the Option shall terminate three (3)
months from the date of such Termination of Employment but in no
event later than the Expiration Date. During such three month
period, the Option shall be exercisable only if the date of
Termination of Employment is after the ninth anniversary of the
Date of Grant.
(iii) Death or Permanent Disability. In the
event of a Termination of Optionee's Employment by reason of the
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death of Permanent Disability (as hereinafter defined) of
Optionee, the Option shall terminate on the first anniversary of
the date of such Termination of Employment or the Expiration
Date, whichever is earlier.
"Permanent Disability" shall mean the inability to engage in
any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected
to result in death or which has lasted or can be expected to last
for a continuous period of not less than twelve (12) months. The
Optionee shall not be deemed to have a Permanent Disability
unless proof of the existence thereof shall have been furnished
to the Committee in such form and manner, and at such times, as
the Committee may require. Any determination by the Committee
that Optionee does or does not have a Permanent Disability shall
be final and binding upon the Company and Optionee.
(b) Death or Permanent Disability Following
Termination of Employment. Notwithstanding anything to the
contrary in this Agreement, if Optionee shall die or suffer a
Permanent Disability at any time after the Termination of his or
her Employment and prior to the Expiration Date, then to the
extent that the Option was exercisable on the date of such death
or Permanent Disability the Option shall terminate on the earlier
of the Expiration Date or the first anniversary of the date of
such death.
(c) Acceleration of Option Upon a Change of Control.
The Option shall become fully exercisable with respect to all
Option Shares in the event of a Change of Control. A "Change of
Control" shall mean the first to occur of the following events:
(i) a reorganization, merger or consolidation of
the Company, the issuance or transfer of securities of the
Company in one transaction or series of related transactions or
any other transaction or series of related transactions in each
case if and only if as a result of the transaction or
transactions persons other than the shareholders immediately
prior to such transaction or transactions shall own 80% or more
of the voting securities of the Company or its successor after
the transaction;
(ii) the sale or transfer by the Company of all or
substantially all of its property and assets in a single
transaction or series of related transactions; or
(iii) the dissolution or liquidation of the
Company.
(d) Discretionary Acceleration. The Committee, in its
sole discretion, may accelerate the exercisability of the Option
for any reason, including without limitation in the event of
death or disablement of Optionee or termination of employment of
Optionee by the Company other than for cause.
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(e) Other Events Causing Termination of Option.
Notwithstanding anything to the contrary in this Agreement, the
Option shall terminate in the event of the occurrence of an event
referred to in clause (ii) or (iii) of paragraph (c) above or a
merger or consolidation referred to in clause (i) of
paragraph (c) above (a "Termination Event") (even if such
Termination Event occurs after an event referred to in clause (i)
of said paragraph (c) above which is not a Terminating Event)
unless the terms of any such transaction constituting the
Terminating Event otherwise provide. Such termination shall
occur on the 30th day following any such Terminating Event (or
such later date as the Board of Directors or the Committee shall
determine) unless the Board of Directors or the Committee
(i) sets an earlier date which is at least ten days prior to the
occurrence of the Terminating Event, (ii) notifies the Optionee
in writing at least ten days before the occurrence of the
Terminating Event of the setting of such date and
(iii) accelerates the exercisability of the Option to the extent
it would otherwise be exercisable for any part of the thirty day
period after such event pursuant to Section 1 or pursuant to
paragraph (c) above so that, to such extent, the Option could be
exercised for a period of at least ten days prior to the
occurrence of the Terminating Event. In such event where the
requirements of clauses (i), (ii) and (iii) of the preceding
sentence are met, the Option shall expire immediately upon the
occurrence of the Terminating Event.
4. Adjustments. In the event that the outstanding
securities of the class then subject to the Option are increased,
decreased or exchanged for or converted into cash, property
and/or a different number or kind of securities, or cash,
property and/or securities are distributed in respect of such
outstanding securities, in either case as a result of a
reorganization, merger, consolidation, recapitalization,
reclassification, dividend (other than a cash dividend paid out
of earned surplus) or other distribution, stock split, reverse
stock split or the like, or in the event that substantially all
of the property and assets of the Company are sold, then, the
Committee shall make appropriate and proportionate adjustments in
the number and type of shares or other securities or cash or
other property that may thereafter be acquired upon the exercise
of the Option; provided, however, that any such adjustments in
the Option shall be made without changing the aggregate Exercise
Price of the then unexercised portion of the Option.
5. Exercise. The Option shall be exercisable during
Optionee's lifetime only by Optionee or by his or her guardian or
legal representative, and after Optionee's death only by the
person or entity entitled to do so under Optionee's last will and
testament or applicable intestate law. The Option may only be
exercised by the delivery to the Company of a written notice of
such exercise pursuant to the notice procedures set forth in
Section 7 hereof, which notice shall specify the number of Option
Shares to be purchased (the "Purchased Shares") and the aggregate
Exercise Price for such shares (the "Exercise Notice"), together
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with payment in full of such aggregate Exercise Price as follows:
(a) by the delivery to the Company of a certificate or
certificates representing shares of Common Stock, duly endorsed
or accompanied by a duly executed stock power, which delivery
effectively transfers to the Company good and valid title to such
shares, free and clear of any pledge, commitment, lien, claim or
other encumbrance (such shares to be valued on the basis of the
aggregate Fair Market Value thereof on the date of such
exercise), provided that the Company is not then prohibited from
purchasing or acquiring such shares of Common Stock; and/or
(b) by reducing the number of shares of Common Stock
to be issued and delivered to Optionee upon such exercise (such
reduction to be valued on the basis of the aggregate Fair Market
Value (determined on the date of such exercise) of the additional
shares of Common Stock that would otherwise have been issued and
delivered upon such exercise), provided that the Company is not
then prohibited from purchasing or acquiring such shares of
Common Stock.
The balance of the Exercise Price not paid by an exchange of
shares pursuant to (a) or (b) above shall be paid in cash or by a
cashier's or certified bank check payable to the Company.
The Optionee will be obligated to pay the Exercise Price in
the manner contemplated by (a) and/or (b) above and will be
permitted to pay the Exercise Price in cash only to the extent
that it cannot be paid in the manner provided in (a) and (b)
above. Notwithstanding the foregoing, the Optionee shall be
obligated to pay the Exercise Price in the manner contemplated by
(a) above only to the extent that he or she owns shares of Common
Stock beneficially, has the power to dispose of those shares and
such disposition contemplated by (a) above would not constitute a
"disqualifying disposition" of shares resulting in a loss of the
special tax treatment afforded incentive stock options.
6. Payment of Withholding Taxes.
(a) If the Company is obligated to withhold an amount
on account of any federal, state or local tax imposed as a result
of the exercise of the Option, including, without limitation, any
federal, state or other income tax, or any F.I.C.A., state
disability insurance tax or other employment tax, then Optionee
shall, concurrently with such exercise, pay such amount (the
"Withholding Liability") to the Company in cash or by a cashier's
or certified bank check payable to the Company; provided,
however, that, in the discretion of the Committee, the Optionee
may, pursuant to an irrevocable election of Optionee (a
"Withholding Election") made on or prior to the date of such
exercise, instead pay all or any part of the Withholding
Liability in the following manner:
(i) by the delivery to the Company of a
certificate or certificates representing shares of Common Stock,
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duly endorsed or accompanied by a duly executed stock powers,
which delivery effectively transfers to the Company good and
valid title to such shares, free and clear of any pledge,
commitment, lien, claim or other encumbrance (such shares to be
valued on the basis of the aggregate Fair Market Value thereof on
the date of such exercise), provided that the Company is not then
prohibited from purchasing or acquiring such shares of Common
Stock; and/or
(ii) by reducing the number of shares of Common
Stock to be issued and delivered to Optionee upon such exercise
(such reduction to be valued on the basis of the aggregate Fair
Market Value (determined on the date of such exercise) of the
additional shares of Common Stock that would otherwise have been
issued and delivered upon such exercise), provided that the
Company is not then prohibited from purchasing or acquiring such
shares of Common Stock.
(b) The Committee shall have sole discretion to
approve or disapprove any Withholding Election and may adopt such
rules and regulations as are consistent with and necessary to
implement the foregoing. The Committee may permit Optionee to
make a Withholding Election to pay withholding taxes in excess of
the minimum amount required by law, provided that the amount of
withholding taxes so paid does not exceed the estimated total
federal, state and local tax liability of Optionee attributable
to such exercise.
7. Notices. Any notice given to the Company shall be
addressed to the Company at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: President, or at such other address as the
Company may hereinafter designate in writing to Optionee. Any
notice given to Optionee shall be sent to the address set forth
below Optionee's signature hereto, or at such other address as
Optionee may hereafter designate in writing to the Company. Any
such notice shall be deemed duly given when delivered personally
or five days after mailing by prepaid certified or registered
mail return receipt requested.
8. Stock Exchange Requirements; Applicable Laws.
Notwithstanding anything to the contrary in this Agreement, no
shares of stock issuable upon exercise of the Option, and no
certificate representing all or any part of such shares, shall be
purchased, issued or delivered if (a) such shares have not been
admitted to listing upon official notice of issuance on each
stock exchange upon which shares of that class are then listed or
(b) in the opinion of counsel to the Company, such issuance or
delivery would cause the Company to be in violation of or to
incur liability under any federal, state or other securities law,
or any requirement of any stock exchange listing agreement to
which the Company is a party, or any other requirement of law or
of any administrative or regulatory body having jurisdiction over
the Company.
9. Restrictions on Transferability.
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(a) Neither the Option nor any interest therein may be
sold, assigned, conveyed, gifted, pledged, hypothecated or
otherwise transferred in any manner other than by will or the
laws of descent and distribution.
(b) By accepting the Option, the Optionee for himself
or herself and his or her transferees by will or the laws of
descent and distribution, represent and agree that all shares of
Common Stock purchased upon exercise of the Option will be
acquired for investment and not with a view to the distribution
thereof unless they have been registered under the Securities Act
of 1933, and will otherwise be acquired, held and disposed of and
held in accordance with the restrictions of said Act and the
rules and regulations of the Securities and Exchange Commission
thereunder, that the Company may instruct its transfer agent to
restrict further transfer of said shares in its records except
upon receipt of satisfactory evidence that such restrictions have
been satisfied, that upon each exercise of any portion of the
Option, the certificates evidencing the purchased shares shall
bear an appropriate legend on the face thereof evidencing such
restrictions, and that the person entitled to exercise the same
shall furnish evidence satisfactory to the Company (including a
written and signed representation) to the effect that the shares
are being acquired subject to such restrictions.
10. 1992 Plan. The Option is granted pursuant to the 1992
Plan, as in effect on the Date of Grant, and is subject to all
the terms and conditions of the 1992 Plan, as the same may be
amended from time to time; provided, however, that no such
amendment shall deprive Optionee, without his or her consent, of
the Option or of any of Optionee's rights under this Agreement.
The interpretation and construction by the Committee of the 1992
Plan, this Agreement, the Option and such rules and regulations
as may be adopted by the Committee for the purpose of
administering the 1992 Plan shall be final and binding upon
Optionee. Until the Option shall expire, terminate or be
exercised in full, the Company shall, upon written request
therefor, send a copy of the 1992 Plan, in its then-current form,
to Optionee or any other person or entity then entitled to
exercise the Option.
11. Stockholder Rights. No person or entity shall be
entitled to vote, receive dividends or be deemed for any purpose
the holder of any Option Shares until the Option shall have been
duly exercised to purchase such Option Shares in accordance with
the provisions of this Agreement and the Option Shares have been
issued.
12. Employment Rights. No provision of this Agreement or
of the Option granted hereunder shall (a) confer upon Optionee
any right to continue in the employ of the Company or any of its
subsidiaries, (b) affect the right of the Company and each of its
subsidiaries to terminate the employment of Optionee, with or
without cause, or (c) confer upon Optionee any right to
participate in any employee welfare or benefit plan or other
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program of the Company or any of its subsidiaries other than the
1992 Plan. The Optionee hereby acknowledges and agrees that the
Company and each of its subsidiaries may terminate the employment
of Optionee at any time and for any reason, or for no reason,
unless Optionee and the Company or such subsidiary are parties to
a written employment agreement that expressly provides otherwise.
13. Effect on Other Agreement. This Agreement supersedes
the Stock Option Agreement between the Optionee and the Company
previsouly entered into with respect to the Option and dated as
of the Date of Grant.
14. Governing Law. This Agreement and the Option granted
hereunder shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the Company and Optionee have duly
executed this Agreement as of the Date of Grant.
TEJON RANCH CO. OPTIONEE
By:
______________________________ ______________________________
Name: Signature
Title: ______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
______________________________
City, State and Zip Code
______________________________
Social Security Number
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