Exhibit 10(a)

** **

**RETENTIONAGREEMENT**

 

 

                                ThisRetention Agreement ("Agreement") is entered into and effective as ofMarch 31, 2001 (“Effective Date”), between The Newhall Land and Farming Company(a California Limited Partnership) ("NLF") and Gary M. Cusumano("Cusumano").  NLF's ultimatemanaging general partner is Newhall Management Corporation ("NMC")and where appropriate will be referred together with NLF as the"Company."  The Company andCusumano are referred to in this Agreement as the "Parties."

 

RECITALS

                WHEREAS, Cusumanohas been employed as the Company's and NMC's President and Chief OperatingOfficer and was recently appointed the Company’s Chief Executive Officer andPresident;

 

                WHEREAS, the NMCBoard of Directors announced that Cusumano would succeed Thomas L. Lee as ChiefExecutive Officer upon Mr. Lee's retirement; and

 

                WHEREAS, theretention of Cusumano in those management positions is consistent with theCompany's policy of establishing and maintaining a sound and vital managementto protect and enhance the best interests of the Company and the holders of itsdepository units;

 

                NOW, THEREFORE,the Parties, in consideration of the mutual covenants contained herein, and forother valuable consideration received, hereby agree as follows:

 

1)     Retention and Responsibilities:

 

a)     The Company will continue to retainCusumano as President and Chief Executive Officer of NLF and NMC and Member ofthe Board of NMC during the term of this Agreement.  Cusumano agrees to serve in those capacities as well as on suchstanding committees and in such other capacities as the Board maydetermine.  Cusumano will have duties,responsibilities and authorities commensurate with those capacities and/or asthe Board may determine.  Cusumano willuse his best efforts to promote the interests of the Company and its unitholders and will devote his working time to the business and affairs of theCompany.  Cusumano will effectively andcompetently perform his duties and responsibilities to enhance the Company'sprofitability and the value of the depository units held by the Company's unitholders.

 

 

2)     Compensation:

 

a)     Except as otherwise provided in thisAgreement, Cusumano will continue to receive his current salary, subject toadjustments by the Board, medical, dental, life, disability insurance,retirement plan benefits, 401(k) plan benefits, employee savings plan benefits,expense reimbursement benefits, Company automobile benefits and bonuses,including those benefits provided under the NLF Executive Incentive CompensationPlan, Unit options or Unit based rights agreements under the Company's 1995Option/Award Plan or the Company’s Option, Appreciation Rights and RestrictedPlan, the NLF Retirement Plan, the NLF Pension Restoration Plan, the NLFEmployee Savings Plans, the NLF Employee Savings Restoration Plan, the Changeof Control Severance Program, as amended, the NLF Retention Incentive Program(adopted in March 2001) and any other fringe benefits as described in theCompany Employee Handbook in accordance with the eligibility participationrequirements and the terms set forth therein and/or the applicable benefitpolicies or plans ("Company Benefits").

 

3)     Term of Agreement and Termination:

 

a)     Term:  Unless earlier terminated as provided in (b) through (f) of thisParagraph 3, this Agreement shall be for a term of three (3) years.  On the first anniversary of the EffectiveDate and on each anniversary date thereafter, this Agreement will beautomatically extended for an additional year, unless either Party gives theother Party at least thirty (30) days advance written notice of his or itsdesire not to extend this Agreement for an additional year.  So as to avoid any doubt, at the time such anotice is effective, the remaining term on this Agreement will be two years.

 

b)    Death:  This Agreement, including the severance compensation provided forin Paragraph 5, and Cusumano's employment will terminate upon the death ofCusumano.  In such event, the Companywill pay to Cusumano's estate or other authorized representative, his salaryfor the month in which he dies, as well as any other Company Benefits,including bonuses, retirement payments, medical benefits, and accrued butunused vacation due him or his spouse through the date of his death inaccordance with the terms and conditions of applicable Company policies and/orplans.  Thereafter, the Company willhave no further obligation whatsoever to his estate or other authorizedrepresentative.

 

c)     Disability:  This Agreement, including the severancecompensation provided for in Paragraph 5, will terminate upon Cusumano'sdisability.  Unless otherwise prohibitedby any State or Federal law, this Agreement and Cusumano's employment hereunderwill terminate on the date that he, is determined, as defined by reference tothe Company's Long-Term Disability Plan ("LTD Plan"), then in effect,to be "disabled" from performing any material portion of his currentduties, due to physical or mental illness or injury.  In such event, Cusumano will be solely compensated in accordance withthe LTD Plan and any other applicable Company policies and/or plans.

 

d)    Termination for Cause:  This Agreement, including the severancecompensation provided for in Paragraph 5, and Cusumano's employment may beimmediately terminated if any of the following events occur during the term ofhis employment hereunder: ("Termination for Cause"):   (1) Cusumano is convicted of anymisdemeanor involving moral turpitude, any felony, is engaged in any willfulconduct for which the Company could incur civil liability to any other employeeor third party or commits any act of fraud, forgery, intentionalmisrepresentation, embezzlement or dishonesty; (2) Cusumano commits gross negligence in the performance or nonperformanceof his duties, habitually neglects to perform those duties or otherwisebreaches any of his obligations under this Agreement; (3) Cusumano breaches hisduty of loyalty to the Company; (4) Cusumano engages in unethical conduct orconduct injurious to the reputation of the Company; or (5) Cusumano fails orrefuses to perform the services called for by this Agreement or assignmentsgiven to him by the Board.  IfTermination for Cause occurs, then the Company will pay Cusumano his salary forthe month in which termination occurs, any accrued but unused vacation and anyother Company Benefits that are due him under applicable Company policies orplans through the end of the month of his termination.  Thereafter, the Company will have no furtherobligations whatsoever to Cusumano.

 

e)     Termination Without Cause:  The Company shall have the right, at anytime, to terminate this Agreement and Cusumano's employment, without cause, bywritten notice to Cusumano ("Termination Without Cause").  Cusumano's Termination Without Cause will beeffective on the date specified in the written notice ("TerminationDate").  In the event of aTermination Without Cause, the Company will pay Cusumano the severance benefitsprovided in Paragraph 5 of this Agreement.  Additionally, Cusumano will be paid all earned but unused vacation as ofthe Termination Date.

 

f)     Change of Control:  Neither (b), (c), (d) or (e) of thisParagraph 3 shall apply to a change of control as defined in the Change ofControl and Severance Program executed between Cusumano and the Company, datedNovember 19, 1997 ("Change of Control Program").  In the event of such a change of control,the Change of Control Program shall become effective, as provided therein, thisAgreement shall be terminated and superceded, and Cusumano shall be solelycompensated as provided therein.

 

 

4)     Execution of Addendums A, B and C:

 

In the event thatCusumano is Terminated Without Cause under Paragraph 3 (e) of this Agreement,Cusumano must fully comply with all of the requirements of this Paragraph 4 tobe entitled to the severance benefits provided in Paragraph 5, includingspecifically the payment of the Lump Sum provided in Paragraph 5 (a).

 

a)     Resignation:  Cusumano agrees to tender the resignation ofhis employment with the Company along with all of the positions that he holdsat that time with the Company or any of its affiliated entities, partnershipsor divisions, including specifically: Chief Executive Officer of NLF and NMC, Member of the Board of NMC,Member of the Company's Management Committee, Director of Valencia WaterCompany, Director in the Valencia Town Center Hotel Company and Director in theTP Golf Company.  In addition, Cusumanowill sell or exchange all partnership and membership interests that he mayhave, as the case may be, in NMC and its affiliated entities, including but notlimited to Valencia Town Center Hotel Company, TP Golf Company, Newhall GeneralPartnership, and Newhall Management Limited Partnership, under the terms of therespective shareholder agreements, partnership agreements or other governingdocuments.  Cusumano agrees to executewhatever documents are necessary to effect his resignation from all of thosepositions as well as any other positions that he holds with the Company or anyaffiliated entities, partnerships, or divisions as of the Termination Dateunder Paragraph 3(e).  Cusumano's letterof resignation, which is attached hereto as Addendum A and by this referenceincorporated herein, will be accepted by the Company effective the close ofbusiness on his Termination Date.

 

b)    Mutual General Releases:  In further consideration for thecompensation provided for in Paragraph 5 of this Agreement and as a conditionprecedent to receipt of the Lump Sum Payment provided for therein, Cusumanoagrees to execute a document that conforms to Addendum B which is attachedhereto and by this reference incorporated herein ("Mutual GeneralReleases").  The Company reserves,the right within its sole discretion, to amend, delete or otherwise revise theMutual General Releases to comply with any changes in applicable laws and/or tomake the Mutual General Releases fully effective in releasing and foreverdischarging Company Releases from the Claims as defined therein.  If Cusumano fails to execute the MutualGeneral Releases on the Termination Date, or any other subsequent date mutuallyagreed to by the Parties, then this Agreement and the Consulting Agreementshall become null and void and non-enforceable and Cusumano shall not beentitled to nor shall he be paid any of the benefits provided for in thisAgreement, including specifically, the Lump Sum Payment provided in Paragraph5(a) of this Agreement.

 

c)     At the time Cusumano executes theAgreement, he will execute a document that conforms exactly to the terms setforth in Addendum C, which is attached hereto and by this reference andincorporated herein ("Consulting Agreement").  This Agreement shall not become effectiveuntil the Parties also have fully executed the Consulting Agreement.  The Consulting Agreement shall only becomeeffective if Cusumano is Terminated Without Cause. The Consulting Agreementshall commence on the date following the Termination Date and Cusumano willcommence his duties as a consultant in accordance with the terms provided inthe Consulting Agreement on the day after the Termination Date or anysubsequent date mutually agreed to by the Parties in writing.  The Lump Sum Payment provided in Paragraph5(a) of this Agreement, shall constitute all of the compensation, of whatever naturewhatsoever, to be paid to Cusumano for all of his services as a consultant,except as otherwise provided in the Consulting Agreement.

 

5)     Severance Compensation:

 

                If Cusumano is Terminated Without Cause and he fullycomplies with all of the requirements of Paragraph 4 of this Agreement, then heshall be entitled to receive the following severance benefits:

 

a)     Lump Sum Payment.  Within five (5) business days of the lapseof the seven (7) day revocation period provided in Paragraph 11 of the MutualGeneral Releases, the Company shall pay Cusumano a lump sum payment equal tothree times:  (i) the yearly base salaryCusumano is making on the Termination Date; plus (ii) an amount equal to theaverage of the bonuses paid to Cusumano pursuant to the NLF Executive IncentiveCompensation Plan ("Bonus Plan") for the three Company fiscal yearspreceding the Termination Date, less applicable withholding taxes ("LumpSum Payment").  The Lump SumPayment shall be deemed to have been made under this Paragraph 5 on the datethe payment is tendered to Cusumano. The Company and Cusumano shall mutually agree on the method and timingof the Lump Sum Payment delivery to Cusumano.

 

b)    Additional Services Payment:  In the event the Termination Date occursduring the third or fourth calendar quarter, then Cusumano will be paid apro-rated bonus under the Bonus Plan in effect for the fiscal year in which theTermination Date occurs.  The pro-ratedamount will be calculated by using the number of calendar days from January 1 ofthe year in which the Termination Date occurs through the Termination Date asthe numerator and 360 as the denominator, multiplied by the amount of the bonusthat would have been paid as determined under the Bonus Plan.  The determination of the amount will be madeat the same time as the bonuses are determined under the Bonus Plan for Companyemployees.  The payment("Additional Services Payment") will be made to Cusumano within thesame month that payment is made to Company employees;  provided, however, that Cusumano, as a condition precedent topayment of the Additional Services Payment executes and returns to theCompany  a document that conforms toAddendum D, which is by this reference incorporated herein("Acknowledgement of Payment"). The Additional Services Payment will be made to Cusumano coincident withthe execution and delivery of Acknowledgment of Payment to the Company.  The Additional Services Payment will be paidas additional compensation for services under the Consulting Agreement.

 

                In the event Termination Date occurs during the firsttwo calendar quarters, then Cusumano will not be eligible to receive anAdditional Services Payment for the Company's fiscal year during which theTermination Date occurs.

 

c)     Unit Options and other Unit-Based Rights:  Cusumano will not be granted any additionalUnit options or Unit-based rights beyond those granted through the TerminationDate.  Any existing options orUnit-based rights, including any granted to Cusumano prior to the TerminationDate, will be exercisable or distributed as the case may be, in accordance withthe respective Unit options or Unit-based rights agreements and the Company'srespective Plans under which the options or rights were granted.  Any Unit options or Unit-based rights grantedto Cusumano prior to the Termination Date that are not 100% vested on thatdate, shall become 100% vested upon the fifth business day following the sevenday revocation period in Paragraph 11 of the Mutual General Releases.

 

d)    Retirement/Savings Plans:  Any benefits or payments due Cusumano underthe NLF Retirement Plan, the NLF Pension Restoration Plan ("PensionRestoration Plan"), the NFL Employee Savings Restoration Plan, the NLFEmployee Savings Plan and any employee benefit plans qualified under Section401(a) of the Internal Revenue Code will be paid in accordance with theprovisions contained in each of those plans. As a means of funding the benefits under the Pension Restoration Plan,the Company purchased two life insurance policies on the life of Cusumano("Policies").  Those Policiesare subject to the terms of Split-Dollar Insurance Agreements between Cusumanoand the Company.  The ownership of thePolicies, Cusumano’s obligation to repay premium to the Company, if any, andthe Company’s obligation to pay retirement benefits under the PensionRestoration Plan will be governed by terms of the Split-Dollar InsuranceAgreements and the Pension Restoration Plan.

 

e)     Purchase of Car:  Cusumano will have the option to purchasethe Company car assigned to him on the Termination Date at the low wholesalebluebook price for that car.  IfCusumano chooses not to exercise that option, then he shall return the car andhis keys to the car to the Company on or before the Termination Date.

 

f)     No Other Payments or Benefits:  Except as otherwise provided in theConsulting Agreement or this Paragraph 5, Cusumano shall not earn or beentitled to receive any other wages and/or benefits whatsoever after theTermination Date.  Benefits payableunder this Paragraph 5 will terminate, supersede and be in lieu of anyseverance pay benefits, Change of Control Program benefits or any other wageand/or benefits provided for in any employment agreement, the Change of ControlProgram, severance policy or benefit agreement between Cusumano and the Companyor any other policy, agreement, practice or plan (including the NLF RetentionIncentive Program adopted in March 2001) of the Company.

 

g)    Medical Benefits:  As part of Company's early retirementbenefits, the Company's medical and dental HMO plans will be provided at nocost to Cusumano and his eligible dependents until Cusumano's sixty-fifth(65th) birthday, provided that Cusumano is eligible for those benefits on andafter the Termination Date.  If Cusumanoselects a medical plan other than the HMO plan, he and his eligible dependentswill pay the difference between the amount of the premiums charged for thecoverage selected and the premiums for the same coverage under the Company'sHMO plan.  Should Cusumano die before age65, his surviving spouse and eligible dependents will continue to receive themedical benefits until the date Cusumano would have reached age sixty-five(65).

 

6)     Recitals:  The Recital's stated above are incorporated herein by thisreference as part of the Agreement.

 

7)     Indemnification Agreement:  The Mutual General Releases, when executedby Cusumano, as provided in Paragraph 4(b) of this Agreement shall not in anymanner amend the terms of, or affect NLF's obligations, under that certainamended Indemnification Agreement dated November 14, 1990 between Cusumano andNLF.

 

8)     Attorney Consultation:  Cusumano acknowledges that he has beenadvised to consult with an attorney before signing this Agreement and theMutual General Releases incorporated herein as Addendum B, and that he hasvoluntarily and knowingly executed this Agreement after having had theopportunity to consult with an attorney. Cusumano further acknowledges that he has had an adequate opportunity toconsult with an attorney and that he has had an adequate opportunity to make whateverinvestigation or inquiry he or his counsel may deem necessary or desirable inconjunction with the subject matter of this Agreement prior to signing it.  Cusumano further acknowledges that he hasbeen advised that he may consider the terms of this Agreement for twenty-one(21) days before signing it.  ThisAgreement was provided to Cusumano on August 31, 2001.  Accordingly, Cusumano has until September21, 2001 to decide whether he will sign the Agreement.  To the extent that Cusumano takes less thantwenty-one (21) days to consider this Agreement prior to signing it, heacknowledges that he has had sufficient time to consult with an attorney andthat he does not desire additional time.

 

9)     Revocation Period:  This Agreement is revocable by Cusumano fora period of seven (7) days following execution and return of the Agreement tothe Company.  The revocation must be inwriting, must specifically revoke this Agreement, and must be delivered toTrude Tsujimoto, Corporate Secretary, at The Newhall Land and Farming Company,23823 Valencia Boulevard, Valencia, California, 91355, prior to the end of theseventh (7th) day following execution and delivery of this Agreement to theCompany.  Upon expiration of the seven (7)day period, this Agreement becomes effective, enforceable and irrevocable.

 

10)   Mediation/Arbitration:

 

a)     Cusumano and the Company agree that anyArbitrable Claims that arise between them will be submitted first to mediationand then to binding arbitration. Cusumano and the Company further agree that neither of them willcommence any demand for arbitration without first submitting a formal writtendemand to the other Party for mediation of the dispute.  When such a demand is made, the dispute willbe submitted to mediation before a mutually agreeable mediator in the LosAngeles area.  The cost of the mediationshall be borne equally by the Parties.

 

b)    Any controversy, dispute or claim betweenthe Parties which may arise from, out of, or relate to this Agreement, or itssubject matter or the Addendums, including the validity, enforceability,construction or application of any of the terms, provisions, or conditions ofthis Agreement or the arbitrability of any such matter (collectively referredto herein as "Arbitrable Claims") shall be submitted:  (i) first to Mediation under Paragraph10(a), and if it is not resolved through Mediation, then (ii) to  final and binding arbitration in LosAngeles, California, or such other location as the Parties shall mutually agreein writing under the auspices of the American Arbitration Association("AAA").  The Parties agreethat neither of them may initiate in any way or prosecute any claim, charge,lien, demand, right of action or cause of action of any nature whatsoeverarising out of or related to this Agreement before any court, tribunal, oradministrative agency against the other Party, and that they each acknowledgethat their agreement to the mediation/arbitration provisions under thisParagraph 10 shall constitute an effective waiver of any right to have anyArbitrable Claims determined by judge or jury. The Parties further agree to be bound by the Employment DisputeResolution Rules of AAA ("Rules") and that all Arbitrable Claims willbe heard by the AAA pursuant to those Rules. The Parties further agree that in the event this Agreement, or any partthereof is not enforceable, all other provisions shall remain in force.

 

c)     The arbitrator shall have jurisdiction todetermine all Arbitrable Claims and may grant any relief authorized in law orequity for such claim.  However, thearbitrator may not modify or change the terms of this Agreement or theAddendums.  The Parties agree that thedecision of the arbitrator shall not be appealable and that judgment upon anaward rendered by the arbitrator may be entered for enforcement in any court ofcompetent jurisdiction.  All ArbitrableClaims must be submitted to mediation within thirty (30) days of the date suchclaim first arose to be arbitrable.

 

d)    Except as otherwise stated above, neitherParty may initiate in any way or prosecute any claim, charge, lien, demand,right of action or cause of action of any nature whatsoever arising out of orrelated to this Agreement or the Addendums before any court, tribunal oradministrative agency against the other Party. A Party who initiates litigation or asserts Arbitrable Claims in anycourt or before any tribunal or administrative body, shall pay all reasonableattorneys' fees and costs incurred by the opposing Party in defending suchlitigation and/or claims.

 

11)   Confidential Information:

 

a)     Cusumano shall not (nor will Cusumanoassist any other person to do so) during or after the termination of hisemployment with the Company as an employee or consultant, directly orindirectly reveal, report, publish or disclose Confidential Information to anyperson, firm or corporation not expressly authorized by the Company to receivesuch Confidential Information, or use (or assist any person to use) suchConfidential Information except for the benefit of the Company.  This provision shall not precludedisclosures required by law, nor shall it apply to information which hasentered the public domain other than by reason of the action of Cusumano.  The term "Confidential Information,"as used herein, means all information or material not generally known bynon-Company personnel which (i) gives the Company some competitive businessadvantage or the opportunity of obtaining such advantage or the disclosure ofwhich could be detrimental to the interests of the Company; (ii) which is ownedby the Company or in which the Company has an interest in; and (iii) which iseither marked "Confidential Information," "ProprietaryInformation," or other similar marking, known by Cusumano to be consideredconfidential and proprietary by the Company or from all the relevantcircumstances should reasonably be assumed by Cusumano to be confidential andproprietary to the Company. Confidential Information includes, but is not limited to, the followingtypes of information and other information of a similar nature (whether or notreduced to writing):  trade secrets,inventions, drawings, file data, documentation, diagrams, specifications, knowhow, processes, formulas, models, flow charts, software in various stages ofdevelopment, source codes, object codes, research and development procedures,research or development and test results, marketing techniques and materials,marketing and development plans, price lists, pricing policies, business plans,information relating to customers and/or suppliers' identities, characteristicsand agreements, financial information and projections, and employee files.  Confidential Information also includes anyinformation described above which the Company obtains from another party andwhich the Company treats as proprietary information or designates asConfidential Information, whether or not owned or developed by theCompany.   Notwithstanding the above,however, no information constitutes Confidential Information if it is genericinformation or general knowledge which Cusumano would have learned in thecourse of similar employment elsewhere in the trade or if it is otherwisepublicly known and in the public domain.

 

b)    Cusumano agrees on or before the last date of his employmentunder this Agreement to surrender to the Company all notes, data, sketches,drawings, manuals, documents, records, data bases, programs, blueprints,memoranda, specifications, customer lists, financial reports, equipment and allother physical forms of expression incorporating or containing any ConfidentialInformation, it being distinctly understood that all such writings, physicalforms of expression and other things are the exclusive property of theCompany.   Cusumano acknowledges thatthe unauthorized taking of any of the Company's trade secrets is a crime underCalifornia Penal Code Section 499(c) and is punishable by imprisonment.  Cusumano further acknowledges that suchunauthorized taking of the Company's trade secrets could also result in civilliability under California Civil Code Section 3426, and that willfulmisappropriation may result in an award against him for triple the amount ofthe Company's damages and the Company's attorneys fees in collecting suchdamages.

 

c)     If Cusumano breaches, or threatens to commit a breach of, any ofthese non-disclosure provisions (collectively, the "RestrictiveCovenants"), the Company shall have the following rights and remedies,each of which shall be in addition to, and not in lieu of, any other rights andremedies available to the Company under law or in equity:  the right and remedy to have the RestrictiveCovenants specifically enforced or to have any actual or threatened breachthereof enjoined by any court having equity jurisdiction, all without the needto prove any amount of actual damage or that monetary damages would not providean adequate remedy, it being acknowledged and agreed that any such breach orthreatened breach will cause irreparable injury to the Company and thatmonetary damages will not provide an adequate remedy to the Company; and theright and remedy to require Cusumano to account for and pay over to the Companyall compensation, profits, monies, accruals, increments or other benefitsderived or received by him or any associated party deriving such benefits as aresult of any such breach of the Restrictive Covenants.

 

d)    Nothing in this Agreement or any other agreement between Cusumanoand the Company shall prohibit or impede or be construed to prohibit or impedeCusumano from lawfully competing with the Company, lawfully working for anycompetitor of the Company or otherwise lawfully pursuing his career in theresidential and commercial development industry, so long as Cusumano complieswith these non-disclosure provisions. The Parties agree that these non-disclosure provisions shall continue ineffect after Cusumano's employment with the Company as an employee and/orconsultant has terminated and notwithstanding any termination of thisAgreement.

 

12)   Non-Solicitation of Employees orCustomers:  For a period of one (1)year following the last date of Cusumano's employment with the Company as anemployee, Cusumano agrees not to solicit or induce any employee or supplier ofthe Company to terminate his/her employment or relationship with the Company orto, directly or indirectly, solicit the trade of or otherwise do business withany customer or supplier of the Company and/or any one of its affiliatedentities so as to offer or sell any product or service which would becompetitive with any product or service sold by the Company or its affiliatesduring that period.

 

13)   Employee Benefit Plans:  Except as otherwise specifically provided inthis Agreement to the contrary, all of the health and other employee benefit orcompensation plans or programs referred to and contemplated by this Agreement(collectively referred to as "Plans") shall be governed solely by theterms of the underlying plan documents and by applicable law.  Except as otherwise specifically provided inthis Agreement to the contrary, nothing in this Agreement shall impair theCompany's right to amend, modify, replace, and/or terminate any and all suchPlans in its sole discretion or in accordance with the terms thereof.  This Agreement is for the sole benefit ofCusumano and the Company, and is not intended to create a Plan, or, except asotherwise provided herein, to modify the terms of existing Plans.  Also, any payments made pursuant to thisAgreement shall not be taken into account (*i.e.*, as "compensation") forpurposes of determining the amount of benefits payable under any other Plans.

 

14)   Entire Agreement:  This Agreement is the only agreement andunderstanding between the Parties pertaining to the subject matter hereof, andsupercedes and nullifies all prior agreements, summaries of agreement, descriptionsof compensation packages, discussions, negotiations, understandings,representations or warranties, whether verbal or written between the Partiespertaining to such subject matter.  ThisAgreement is binding on Cusumano's heirs and shall not be assignable byCusumano for any purpose.  ThisAgreement will be binding on any successors and assigns of the Company.

 

15)   Severability:  If any provision of this Agreement or anyportion of such provision is held to be invalid or unenforceable, the remainingprovisions or portions shall nevertheless be given effect.  It is the intent of the Parties that allprovisions shall be construed so as to be valid and enforceable, and if itshould be determined that any provision is not valid and enforceable, aprovision which would effectuate the intent of the Parties and would be validand enforceable shall be substituted for the invalid and unenforceableprovision.

 

16)   Amendment and Waiver:  This Agreement may be amended, modified orsupplemented only by a writing executed by Cusumano and a designee of theBoard.  Either Party may, in writing,waive any provision of this Agreement to the extent that such provision is forthe benefit of the waiving Party.  Nowaiver by either Party of a breach of any provision of this Agreement shall beconstrued as a waiver of any subsequent or different breach, and no forbearanceby a Party to seek a remedy for non-compliance or breach by the other Partyshall be construed as a waiver of any right or remedy with respect to such non-complianceand/or breach.

 

17)   Construction and Applicable Law:  The language of this Agreement and theAddendums have been approved by the Parties after the opportunity to consultwith legal counsel and the language of these documents shall be construed as awhole according to their fair meaning and not strictly for or against eitherParty.  This Agreement and the Addendumsshall in all respects be interpreted, enforced and governed by and under thelaws of the State of California.

 

18)   Notice:  Except as otherwise provided in this Agreement or any amendmentssubsequently executed between the Parties, any notice required or permitted tobe given hereunder shall be in writing and shall be deemed to have been givenupon personal delivery, or on the date it is postmarked, by certified orregistered mail, postage pre-paid, addressed to Cusumano at the address on filewith the Company and to the Company at its corporate headquarters.  The Company's current corporate headquartersis located at The Newhall Land and Farming Company, 23823 Valencia Boulevard,Valencia, CA 91355, Attention: Secretary.  It shall beCusumano's responsibility to keep the Company advised in writing of any changein his address under this Paragraph of the Agreement.

 

                WHEREFORE, theParties have executed this Agreement on the dates provided hereinafter.

 
| DATED:   September 10, 2001 |   | EMPLOYEE:                                                                |
|----------------------------------|--------|--------------------------------------------------------------------------|
|                             |   |                                                                     |   |
|                             |   |                                                                     |   |
|                             |   | /s/ Gary M. Cusumano                                                     |
|                             |   | Gary M. Cusumano                                                         |
|                             |   |                                                                     |   |
|                             |   |                                                                     |   |
|                             |   |                                                                     |   |
| DATED:   August 28, 2001    |   | THE NEWHALL LAND AND FARMING  COMPANY (a California Limited Partnership) |
|                             |   |                                                                     |   |
|                             |   | By:                                                                 | Newhall Management Limited Partnership, its  Managing General Partner |
|                             |   | By:                                                                      | Newhall Management Corporation, its  Managing General Partner |
|                             |   |                                                                     |   |
|                             |   |                                                                     |   |
|                             |   | By:                                                                      | /s/ Stuart R.  Mork |
|                             |   | Name:                                                                    | S.R. Mork |
|                             |   | Title:                                                                   | Chief Financial  Officer |
|                             |   |                                                                     |   |
|                             |   | By:                                                                      | /s/ Trude A. Tsujimoto |
|                             |   | Name:                                                                    | Trude A. Tsujimoto |
|                             |   | Title:                                                                   | Secretary |
|                             |   |                                                                     |   |

 

[NEWHALL LANDLETTERHEAD]

 

 

ADDENDUM A

 

 

                                                                                                                Date_________

 

 

 

PERSONAL AND CONFIDENTIAL

 

The Board of Directors

The Newhall Land and Farming Company

and Newhall Management Corporation

23823 Valencia Boulevard

Valencia, California 91355

 

                                Re:  Resignation

 

Dear Ladies and Gentlemen:

 

                                Ihereby tender to you my resignation of employment along with my resignation ofall positions that I hold effective the close of business on ____________.

 

                                Shouldyou need me to sign any additional documents or paperwork to cause theforegoing to be completed, I will be happy to do so.

 

                                                                                                                Verytruly yours,

 

 

 

                                                                                                                GaryM. Cusumano

 

ADDENDUM B

 

MUTUAL GENERALRELEASES

 

 

                This Addendum tothe Retention Agreement of Gary M. Cusumano ("Agreement") is made andentered into this ____ day of _____________ by and between Gary M. Cusumano("Cusumano"), and The Newhall Land and Farming Company (a CaliforniaLimited Partnership) ("Company") and by this reference the Agreementis incorporated herein.  Cusumano andthe Company are hereinafter sometimes referred to collectively as "theParties."  This agreement("Mutual General Releases") is made for the purpose of settling andcompromising all of the claims, disputes and controversies between the Partiesarising from any cause whatsoever on or prior to the date of Cusumano'sexecution of the Mutual General Releases. So as to avoid any doubt, the mutual releases contained herein, do notin any manner amend the terms of, or affect the Company's obligations, underthat certain amended Indemnification Agreement dated November 14, 1990 betweenCusumano and the Company.

 

                NOW, THEREFORE,the Parties hereto for the consideration set forth in the Agreement,

which is by this reference incorporated herein, mutually agree asfollows:

 

1.     Consideration.  In consideration of the benefits providedfor in the Agreement as well as the Mutual General Releases and, for other goodand valuable consideration, the Parties give the releases, promises andcommitments contained herein.

 

2.     Scope of Settlement.  The compensation and benefits provided forin the Agreement are in full and complete settlement of all of Cusumano'sClaims against Company Releasees and fully compensates Cusumano for any and allsuch Claims.  Cusumano furtheracknowledges that he has received all wages and benefits due him through thelast date of his employment with the Company, except as otherwise provided inParagraph 5 of the Agreement.  Cusumanospecifically acknowledges that he has received the Lump Sum Payment and thatthe Company has fully complied with the provisions of Paragraph 5(a) of theAgreement.

 

3.     General Release of Company Releasees.  Cusumano, for himself and for his heirs, spouse,executors, administrators and assigns, acknowledges completesatisfaction of and unconditionally releases and forever discharges theCompany, Newhall Management Corporation, and any and all of its respectiveaffiliated companies, subsidiaries, divisions, affiliated entities,shareholders, partnerships, successors and assigns, and any and all  of its past, present and/or future officers,directors, members, partners, unit holders, agents, employees, administratorsand assigns (hereinafter collectively referred to as "CompanyReleasees"), from any and all claims, demands, causes of action, costs,charges, fees and liabilities of any kind whatsoever, whether known or unknown,unsuspected or latent, which Cusumano or any of his heirs, guardians, administrators,executors, successors in interest, and/or assigns have incurred or expect toincur, or now own or hold or have at any time heretofore owned or held, or mayat any time own, hold or claim by reason of any matter or thing against CompanyReleasees, and each of them, arising from or by reason of any actual or allegedact, omission, transaction, practice, conduct or occurrence, or any othermatter

whatsoever on or prior to the date of Cusumano'sexecution of the Mutual General Releases. Without limiting the generality of the foregoing, Cusumano specificallywaives and fully releases Company Releasees, and each of them, from any and allclaims arising out of Cusumano's employment with the Company and/or thetermination of that employment, any positions Cusumano held or servicesCusumano rendered as well as Cusumano's resignation of all positions held withthe Company, including but not limited to: (a) any claim under the Americans with Disabilities Act, the CaliforniaFair Employment and Housing Act, the Civil Rights Act of 1964, as amended, theAge Discrimination in Employment Act of 1967 or the Older Workers BenefitProtection Act; the Employee Retirement Income Security Act of 1974; (b) anyother claim of employment discrimination (whether based on federal, state orlocal, statutory or decisional law; (c) any claim arising out of the terms andconditions of Cusumano's employment and/or any of the events relating directlyor indirectly to or surrounding the termination of his employment; (d) anyclaims for severance, pension, bonuses, profit sharing or severance/terminationpayments; (e) any claim regarding any claimed employment or benefit agreementor contract whether written or oral; (f) any claim for any alleged injuriesincurred during Cusumano's employment with the Company including any claims forrehabilitation; and (g) any other matter or claim whatsoever between theParties (jointly "Claims"). These releases do not include or release Company Releases or any ofthem, from providing the benefits or making the payments provided for inParagraph 5 (b), (c), (d),  and (g) ofthe Agreement.

 

4.     General Release of Cusumano's Releasees.  The Company fully releases and dischargesforever Cusumano and his spouse, children, agents, heirs and administrators andassigns ("Cusumano Releasees") from any and all liabilities, claims,causes of action, charges, complaints, obligations, costs, losses, damages,injuries and attorneys' fees, of any form whatsoever, whether known or unknown,unsuspected or latent, which the Company or any of its officers, employees,agents, administrators, successors in interest, and/or assigns have incurred orexpect to incur, or now own or hold, or have at any time heretofore owned orheld, or may at any time own, hold, or claim to hold by reason of any matter orthing, arising from any cause whatsoever on or prior to the date of Company'sexecution of the Mutual General Releases. Without limiting the generality of the foregoing, the Company fullyreleases and discharges each and all of Cusumano's Releasees from any and allclaims, demands and causes of action in connection with any and all matterspertaining to Cusumano's employment by the Company, including, but not limitedto, any and all damages of every kind whatsoever, express or implied duties orobligations, express or implied covenants, and promises on any and all of theabove, any other matter between the Parties, and any claims relating to andarising out of Cusumano's performance of his duties as an officer of theCompany or a member of the Company's Board of Directors.

 

5.     Non-Admission of Liability.  This Agreement shall not in any way beconstrued as an admission by either Party of any liability whatsoever, or as anadmission by either Party of any illegal or improper act or acts, of any kindor nature whatsoever, against the other Party.

 

 

6.     Releases Include Unknown Claims.  It is the intention of the Parties inexecuting the Mutual General Releases and in paying and receiving the monetaryand other consideration called for by the Agreement that the Mutual GeneralReleases shall be effective as a full and final accord and satisfaction andgeneral release of and from all liabilities, disputes, claims and matters,known or unknown, suspected or unsuspected arising from any cause whatsoever onor prior to the date of Cusumano's execution of the Mutual GeneralReleases.  In furtherance of thisintention, the Parties, and each of them, acknowledge that they are familiarwith Section 1542 of the Civil Code of the State of California, which providesas follows:

 

"A general release does not extend to claimswhich the creditor does now know or suspect to exist in his favor at the timeof executing the release which if known by him must have materially affectedhis settlement with the debtor."

 

The Parties, and each of them, waive and relinquishany right or benefit which they have or may have under Section 1542 of theCivil Code of the State of California or any similar provision of statutory ornon-statutory law of this or any other jurisdiction to the full extent thatthey may lawfully waive all such rights and benefits pertaining to the subjectmatter of the Agreement and the Mutual General Releases.  In connection with such waiver and relinquishment,the Parties, and each of them, acknowledge that they are aware that any legalcounsel that they may retain may hereafter discover claims or facts in additionto or different from those which they now know or believe to exist with respectto the subject matter of the Mutual General Releases, but that it is theirintention hereby to fully, finally and forever settle and release all thereleased matters, disputes and differences, known and unknown, suspected orunsuspected, which now exist, may exist, or heretofore has existed, between them.  In furtherance of this intention, thereleases herein given shall be and remain in effect as full and completegeneral releases notwithstanding the discovery and existence of any suchadditional or different claims or facts.

 

7.     Successors and Assigns.  This Agreement shall bind, and inure to thebenefit of, the respective heirs, legal representatives, successors, andassigns of the Parties hereto.

 

8.     Covenant Not to Sue.  The Parties, and each of them, represent andwarrant that they have no action, claim, charge or lawsuit intended, filed,prepared or pending against the other Party or their respective releasedparties and that they will not individually or as a member of any class fileany action, claim, charge or lawsuit against the other Party, or any of theirrespective released parties, concerning the subject matter of the Agreement,the Mutual General Releases and/or any of the claims released under the MutualGeneral Releases.

 

9.     Construction.  The language of the Mutual General Releaseshas been approved by all Parties after the opportunity to consult with legalcounsel and the language of the Mutual General Releases shall be construed as awhole according to its fair meaning and not strictly for or against eitherParty.

 

10.   Entire Agreement and Governing Law.  The Mutual General Releases shall in allrespects be interpreted, enforced, and governed by and under the laws of theState of California.  The Mutual GeneralReleases constitutes the entire agreement between the Parties and supercedes allprior agreements, whether verbal or written, between the Parties pertaining tothe subject matter hereof.

 

 

11.   Legal Consultation and RevocabilityPeriods:  The Parties expresslyintend, and Cusumano acknowledges and agrees, that as part of the potentialclaims released in Paragraphs 3 and 4 of the Mutual General Releases, Cusumanois herein releasing the Company Releasees from any claims that he has or mayhave under the Age Discrimination in Employment Act of 1967,  29 U.S.. § 621 et seq.  Accordingly, Cusumano has been advised toreview the Mutual General Releases and represents and agrees:   (a) that he has been advised to consult with an attorney prior to executingthe Mutual General Releases;  (b)  that he has had up to twenty-one (21) daysto consider executing the Mutual General Releases and that he is  knowingly and voluntarily entering into theMutual General Releases;  (c)  that he received a copy of the MutualGeneral Releases on                       , 2001; (d)  that he has seven (7) days from the date ofexecution of the Mutual General Releases to rescind it by doing so in writingaddressed to the General Counsel and/or Secretary of the Company,  at its corporate headquarters located at TheNewhall Land and Farming Company, 23823 Valencia Boulevard, Valencia,California 91355 ; and  (e) that theMutual General Releases will not be effective until the end of the seven (7)day revocation period.

 
| DATED:____________________ |   | EMPLOYEE:                                                                |
|----------------------------|--------|--------------------------------------------------------------------------|
|                       |   |                                                                     |   |
|                       |   |                                                                     |   |
|                       |   |                                                                     |
|                       |   | Gary M. Cusumano                                                         |
|                       |   |                                                                     |   |
|                       |   |                                                                     |   |
|                       |   |                                                                     |   |
| DATED:____________________ |   | THE NEWHALL LAND AND FARMING  COMPANY (a California Limited Partnership) |
|                       |   | By:                                                                 | Newhall Management Limited Partnership, its  Managing General Partner |
|                       |   | By:                                                                      | Newhall Management Corporation, its  Managing General Partner |
|                       |   |                                                                     |   |
|                       |   |                                                                     |   |
|                       |   | By:                                                                      |   |
|                       |   | Name:                                                                    |   |
|                       |   | Title:                                                                   |   |
|                       |   |                                                                     |   |
|                       |   | By:                                                                      |   |
|                       |   | Name:                                                                    |   |
|                       |   | Title:                                                                   |   |
|                       |   |                                                                     |   |

ADDENDUM C

 

CONSULTINGAGREEMENT OF GARY M. CUSUMANO

 

                This Consulting Agreement ismade and entered into on ________, 200__ by and between Gary M. Cusumano("Consultant") and The Newhall Land and Farming Company (a CaliforniaLimited Partnership) ("Company"). Consultant and the Company are hereinafter sometimes referred tocollectively as "the Parties." This Consulting Agreement is being entered into as an addendum to theRetention Agreement of Gary M. Cusumano dated March 31, 2001("Agreement") and by this reference is incorporated herein.

 

                NOW, THEREFORE, in considerationof the foregoing, the terms and covenants set forth herein, and the benefitsprovided in the Agreement, the Company and Consultant hereby agree as follows:

 

1.     Retention of Consultant.  The Company hereby retains Consultant andConsultant hereby agrees to render services to the Company as a Consultant fora period of one (1) year commencing on the day after the Termination Date asprovided in Paragraph 3(e) of the Agreement ("ConsultingPeriod").  Consultant will holdhimself available during the Consulting Period to render consultation andadvice to the Company as requested by the Company's President and/or ChiefExecutive Officer.  Consultant willremain available for consultation and advice on all aspects of the Company'sbusiness, by telephone and correspondence or, if requested by the Company'sPresident and/or Chief Executive Officer, in person at the Company's principaloffices (or at other locations by mutual agreement) during reasonable businesshours.  During the Consulting Period,Consultant shall be entitled to engage in consulting work for other companiesand entities as long as that work does not interfere with Consultant'sobligations hereunder.  Consultant,however, agrees that he will not during the Consulting Period perform any workon any basis for any person or entity (including any entity established by him)that is in competition with the Company or any of its subsidiaries,partnerships or divisions.

 

2.     Compensation.  Consultant's sole compensation for anyconsulting services rendered to the Company during the Consulting Period shallbe the payment of the Lump Sum Payment provided for in Paragraph 5(a) of theAgreement as well as any Additional Services Payment made under Paragraph 5(b)of the Agreement.  Consultantacknowledges that the Lump Sum Payment and any Additional Services Paymentinclude compensation for all services to be rendered by Consultant hereunder.  No other compensation, wages or benefits ofany kind whatsoever shall be earned by or paid to Consultant by the Companyunder this Consulting Agreement, except as the Parties may otherwise agree inwriting during the term of the Consulting Period. 

 

3.     Independent Contractor.  It is agreed that Consultant will be anindependent contractor and not an employee in the performance of the ConsultingServices rendered during the Consulting Period.  To the extent that Consultant receives any compensation from theCompany as a result of any written agreement between the Parties executed as anexception under Paragraph 2 of this Consulting Agreement, then, no normalpayroll withholding shall  be deductedfrom any amounts due Consultant. Consultant represents and warrants that he will pay all taxes due withrespect to any such payments received from the Company and will indemnify andhold the Company harmless from any and all claims, causes of action, expenses,lawsuits or any other costs incurred by the Company as a result of any failureof Consultant to do so.  

 

 

 

 

4.     Confidential Information.  

 

(a)   Cusumano shall not (nor will Cusumano assistany other person to do so) during or after the termination of his employmentwith the Company as a consultant, directly or indirectly reveal, report,publish or disclose Confidential Information to any person, firm or corporationnot expressly authorized by the Company to receive such ConfidentialInformation, or use (or assist any person to use) such Confidential Informationexcept for the benefit of the Company. This provision shall not preclude disclosures required by law, nor shallit apply to information which has entered the public domain other than byreason of the action of Cusumano.  Theterm "Confidential Information," as used herein, means allinformation or material not generally known by non-Company personnel which (a)gives the Company some competitive business advantage or the opportunity ofobtaining such advantage or the disclosure of which could be detrimental to theinterests of the Company; (b) which is owned by the Company or in which theCompany has an interest in; and (c) which is either marked "ConfidentialInformation," "Proprietary Information:"  or other similar marking, known by Cusumanoto be considered confidential and proprietary by the Company or from all therelevant circumstances should reasonably be assumed by Cusumano to beconfidential and proprietary to the Company. Confidential Information includes, but is not limited to, the followingtypes of information and other information of a similar nature (whether or notreduced to writing):  trade secrets,inventions, drawings, file data, documentation, diagrams, specifications, knowhow, processes, formulas, models, flow charts, software in various stages ofdevelopment, source codes, object codes, research and development procedures,research or development and test results, marketing techniques and materials,marketing and development plans, price lists, pricing policies, business plans,information relating to customers and/or suppliers' identities, characteristicsand agreements, financial information and projections, and employee files.  Confidential Information also includes anyinformation described above which the Company obtains from another party andwhich the Company treats as proprietary information or designates asConfidential Information, whether or not owned or developed by theCompany.   Notwithstanding the above,however, no information constitutes confidential information if it is genericinformation or general knowledge which Cusumano would have learned in thecourse of similar employment elsewhere in the trade or if it is otherwisepublicly known and in the public domain.

 

 

(b)   To the extent that Cusumano has not alreadydone so, he shall, on or before the last date of his employment hereunder as aConsultant,  surrender to the Companyall notes, data, sketches, drawings, manuals, documents, records, data bases,programs, blueprints, memoranda, specifications, customer lists, financialreports, equipment and all other physical forms of expression incorporating orcontaining any Confidential Information, it being distinctly understood thatall such writings, physical forms of expression and other things are theexclusive property of the Company.  Cusumano acknowledges that the unauthorized taking of any of theCompany's trade secrets is a crime under California Penal Code Section 499(c)and is punishable by imprisonment. Cusumano further acknowledges that such unauthorized taking of theCompany's trade secrets could also result in civil liability under CaliforniaCivil Code Section 3426, and that willful misappropriation may result in anaward against him for triple the amount of the Company's damages and theCompany's attorneys fees in collecting such damages.

 

(c)   If Cusumano breaches, or threatens to commit abreach of, any of these non-disclosure provisions (collectively, the"Restrictive Covenants"), the Company shall have the following rightsand remedies, each of which shall be in addition to, and not in lieu of, anyother rights and remedies available to the Company under law or in equity:  the right and remedy to have the RestrictiveCovenants specifically enforced or to have any actual or threatened breachthereof enjoined by any court having equity jurisdiction, all without the needto prove any amount of actual damage or that monetary damages would not providean adequate remedy, it being acknowledged and agreed that any such breach orthreatened breach will cause irreparable injury to the Company and thatmonetary damages will not provide an adequate remedy to the Company; and theright and remedy to require Cusumano to account for and pay over to the Companyall compensation, profits, monies, accruals, increments or other benefitsderived or received by him or any associated party deriving such benefits as aresult of any such breach of the Restrictive Covenants.

 

(d)   Nothing in this Agreement or any otheragreement between Cusumano and the Company shall prohibit or impede or beconstrued to prohibit or impede Cusumano from lawfully competing with theCompany, lawfully working for any competitor of Company or otherwise lawfullypursuing his career in the residential and commercial development industry, solong as Cusumano complies with these non-disclosure provisions.  The Parties agree that these non-disclosureprovisions shall continue in effect after Cusumano's employment with theCompany as an employee and/or consultant has terminated and notwithstanding anytermination of this Agreement.

 

5.     Non-Solicitation of Employees orCustomers:  For a period of one (1)year following the last date of Cusumano's employment with the Company as aconsultant, Cusumano agrees not to solicit or induce any employee of the Companyto terminate his/her employment with the Company or to, directly or indirectly,solicit the trade of or otherwise do business with any customer of the Companyand/or any one of its affiliated entities so as to offer or sell any product orservice which would be competitive with any product or service sold by theCompany or its affiliates during that period.

 

 

6.     Miscellaneous.

 

(a)   The Parties to this Consulting Agreement eachacknowledge that they have read the Consulting Agreement, have had it explainedto them by counsel of their choice, are aware of the contents and legal effectsthereof, and in entering into this Consulting Agreement are acting on theadvise of counsel of their choice.

 

(b)   The Parties each further acknowledge that norepresentation, promise or inducement has been made other than as set forth inthis Consulting Agreement, and that the Parties do not enter into thisConsulting Agreement in reliance of any representation, promise or inducementnot set forth herein.

 

(c)   This Consulting Agreement contains all of theterms and provisions of the agreement between the Parties with respect to thesubject matter hereof.  There are nooral understandings, statements or stipulations bearing upon the effect of thisConsulting Agreement which have not been incorporated herein.

 

(d)   All notices and other communications desiredor required to be given under this Consulting Agreement shall be in writing andshall be deemed adequately given for purposes hereof upon delivery in person,or on the day mailed by first class mail, postage prepaid, to such address aseither Party may give to the other Party in writing.

 

(e)   Any provision of this Agreement that isinvalid, prohibited or unenforceable shall be ineffective to the extent of suchprohibition or unenforceability without invalidating the remaining provisionsof this Consulting Agreement.  To theextent permitted by applicable law, the Company and Consultant hereby waive anyprovision of law that renders any portion of this Consulting Agreement prohibitedor unenforceable in any respect.

 

(f)    This Agreement may not be amended, modifiedor terminated orally, and no obligation hereunder may be waived orally.  No amendment, modification, termination orwaiver shall be effective for any purpose unless it is in writing and signed bythe Party against whom enforcement thereof is sought.

 

(g)   The provisions of this Consulting Agreementshall be binding upon, and shall enure to the benefit of, the Parties and theirrespective heirs, executors, administrators, successors and assigns.

 

(h)   This Consulting Agreement shall be governedby and construed in accordance with the laws of the State of California.

 

                IN WITNESS WHEREOF, the Partieshereto have executed this Consulting Agreement as of the day and year first abovewritten.

 
| CONSULTANT: |             | THE NEWHALL LAND AND FARMING COMPANY (a California  Limited Partnership)   By:  Newhall Management Limited  Partnership, its Managing General Partner   By:  Newhall Management Corporation,  its Managing General Partner |
|-------------|------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |             |                                                                                                                                                                                                                                 |
|        |             |                                                                                                                                                                                                                                 |
| By:         |             |                                                                                                                                                                                                                                 | By: |   |
|        | Gary M. Cusumano |                                                                                                                                                                                                                                 | Name: |   |
|        |             |                                                                                                                                                                                                                                 | Title: |   |
|        |             |                                                                                                                                                                                                                                 |   |   |
|        |             |                                                                                                                                                                                                                                 |   |   |
|        |             |                                                                                                                                                                                                                                 | By: |   |
|        |             |                                                                                                                                                                                                                                 | Name: |   |
|        |             |                                                                                                                                                                                                                                 | Title: |   |

 

ADDENDUM D

 

ACKNOWLEDGMENT OFPAYMENT

 

 

                This Addendum to the RetentionAgreement of Gary M. Cusumano dated March 31, 2001 ("Agreement") ismade and entered into this ____ day of ______________ by and between Gary M.Cusumano ("Cusumano"), and The Newhall Land and Farming Company (aCalifornia Limited Partnership) ("Company") and by this reference theAgreement is incorporated herein. Cusumano and the Company are hereinafter sometimes referred tocollectively as "the Parties." This Acknowledgment of Payment ("Acknowledgment") is made andentered into on the date set forth above.

 

                NOW, THEREFORE, the Partieshereto for the consideration set forth in the Agreement initially agree asfollows:

 

                1.  Receipt of Payment. Cusumano hereby acknowledges that he has been paid the AdditionalServices Payment provided for in paragraph 5(b) of the Agreement and that theCompany has fully complied with all the requirements of Paragraph 5(b) of theAgreement.

 

                2.  Successors and Assigns. This Acknowledgment shall bind, inure to the benefit of, the respectiveheirs, legal representatives, successors, and assigns of the Parties hereto.

 

                3. Covenant Not To Sue.  The Parties, and each of them, represent andwarrant that they have no action, claim, charge or lawsuit intended, filed,prepared or pending against the other Party or their respective releasedparties and that they will not individually or as a member of any class file anyaction, claim, charge or lawsuit against the other Party, or any of theirrespective released parties, concerning the subject matter of the Agreement,the Acknowledgment and/or any of the claims released under the Mutual GeneralReleases.

 

                4.  Construction.  Thelanguage of the Acknowledgment has been approved by all Parties after theopportunity to consult with legal counsel and the language of theAcknowledgment shall be construed as a whole according to its fair meaning andnot strictly for or against either Party.

 

                5.  Entire Agreement and Governing Law.  The Acknowledgment shall in all respects beinterpreted, enforced, and governed by and under the laws of the State ofCalifornia.  The Acknowledgmentconstitutes the entire agreement between the Parties and supersedes all prioragreements, whether verbal or written, between the Parties pertaining to thesubject matter hereof.

 

 
| DATED:_________________, 2001 |   | EMPLOYEE:                                                                |
|-------------------------------|--------|--------------------------------------------------------------------------|
|                          |   |                                                                     |   |
|                          |   |                                                                     |   |
|                          |   |                                                                     |
|                          |   | Gary M. Cusumano                                                         |
|                          |   |                                                                     |   |
|                          |   |                                                                     |   |
|                          |   |                                                                     |   |
| DATED:_________________, 2001 |   | THE NEWHALL LAND AND FARMING  COMPANY (a California Limited Partnership) |
|                          |   | By:                                                                 | Newhall Management Limited Partnership, its  Managing General Partner |
|                          |   | By:                                                                      | Newhall Management Corporation, its  Managing General Partner |
|                          |   |                                                                     |   |
|                          |   |                                                                     |   |
|                          |   | By:                                                                      |   |
|                          |   | Name:                                                                    |   |
|                          |   | Title:                                                                   |   |
|                          |   |                                                                     |   |
|                          |   | By:                                                                      |   |
|                          |   | Name:                                                                    |   |
|                          |   | Title:                                                                   |   |
|                          |   |                                                                     |   |