Exhibit 10 (c)

 

**RETENTIONAGREEMENT**

 

 

                This RetentionAgreement ("Agreement") is entered into and effective as of March 31,2001 (“Effective Date”), between The Newhall Land and Farming Company (aCalifornia Limited Partnership) ("NLF") and Stuart R. Mork ("Employee").  NLF's ultimate managing general partner isNewhall Management Corporation ("NMC") and where appropriate will bereferred together with NLF as the "Company."  The Company and Employee are referred to inthis Agreement as the "Parties."

 

RECITALS

                WHEREAS, Employeeis employed as NLF’s and NMC's Senior Vice President and Chief FinancialOfficer;

 

                WHEREAS, theretention of Employee in such management position 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 retainEmployee as Senior Vice President and Chief Financial Officer of NLF and NMCduring the term of this Agreement.  Employee agrees to serve in such capacity as well as on such standingcommittees and in such other capacities as the Board may determine.   Employee will have duties, responsibilitiesand authorities commensurate with those capacities and/or as the Board may determine.   Employee will use his best efforts topromote the interests of the Company and its unit holders and will devote hisworking time to the business and affairs of the Company.   Employee will effectively and competentlyperform his duties and responsibilities to enhance the Company's profitabilityand the value of the depository units held by the Company's unit holders.

 

2)     Compensation:

 

a)     Except as otherwise provided in thisAgreement, Employee 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 Employee's employment will terminate upon the death ofEmployee.  In such event, the Companywill pay to Employee'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 Employee'sdisability.  Unless otherwise prohibitedby any State or Federal law, this Agreement and Employee'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, Employee will be solely compensated in accordancewith the 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 Employee's employment may beimmediately terminated if any of the following events occur during the term ofhis employment hereunder ("Termination for Cause"):   (1) Employee 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) Employee 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) Employee breaches hisduty of loyalty to the Company; (4) Employee engages in unethical conduct orconduct injurious to the reputation of the Company; or (5) Employee 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 Employee 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 Employee.

e)     Termination Without Cause:  The Company shall have the right, at anytime, to terminate this Agreement and Employee's employment, without cause, bywritten notice to Employee ("Termination Without Cause").  Employee'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 Employee the severance benefitsprovided in Paragraph 5 of this Agreement.  Additionally, Employee 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 Employee 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 Employee shall be solelycompensated as provided therein.

 

4)     Execution of Addendums A, B and C:  In the event that Employee is TerminatedWithout Cause under Paragraph 3 (e) of this Agreement, Employee must fullycomply with all of the requirements of this Paragraph 4 to be entitled to theseverance benefits provided in Paragraph 5, including specifically the paymentof the Lump Sum provided in Paragraph 5(a).

 

a)     Resignation:  Employee 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: Senior Vice President and Chief Financial Officer of NLF and NMC, andMember of the Company's Management Committee. In addition, if Employee is a partner or member of a Company affiliateor subsidiary on the Termination Date, Employee will sell or exchange allpartnership and membership interests that he may have, as the case may be,under the terms of the respective shareholder agreements, partnershipagreements or other governing documents. Employee agrees to execute whatever documents are necessary to effecthis resignation from all of those positions as well as any other positions thathe holds with the Company or any affiliated entities, partnerships, ordivisions as of the Termination Date under Paragraph 3(e).  Employee's letter of resignation, which isattached hereto as Addendum A and by this reference incorporated herein, willbe accepted by the Company effective the close of business on his TerminationDate.

 

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, Employee agreesto execute a document that conforms to Addendum B which is attached hereto andby 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 Employee 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 Employee 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.

5)     Severance Compensation:  If Employee is Terminated Without Cause andhe fully complies with all of the requirements of Paragraph 4 of thisAgreement, then he shall be entitled to receive the following severancebenefits:

 

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 Employee a lump sum payment equal totwo times:  (i) the yearly base salaryEmployee is making on the Termination Date; plus (ii) an amount equal to theaverage of the bonuses paid to Employee 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 Sum Paymentshall be deemed to have been made under this Paragraph 5 on the date thepayment is tendered to Employee.  TheCompany and Employee shall mutually agree on the method and timing of the LumpSum Payment delivery to Employee.

 

b)    Additional Services Payment:  In the event the Termination Date occursduring the third or fourth calendar quarter, then Employee 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 1of the year in which the Termination Date occurs through the Termination Dateas the numerator and 360 as the denominator, multiplied by the amount of thebonus that 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 Employee within thesame month that payment is made to Company employees; provided, however, thatEmployee, as a condition precedent to payment of the Additional ServicesPayment executes and returns to the Company a document that conforms toAddendum C, which is by this reference incorporated herein("Acknowledgement of Payment"). The Additional Services Payment will be made to Employee coincident withthe execution and delivery of Acknowledgment of Payment to the Company.

 

In the event TerminationDate occurs during the first two calendar quarters, then Employee will not beeligible to receive an Additional Services Payment for the Company's fiscalyear during which the Termination Date occurs.

c)     Unit Options and other Unit-Based Rights:  Employee 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 Employee 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 rightsgranted to Employee 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 Employee underthe NLF Retirement Plan, the NLF Pension Restoration Plan, the NLF EmployeeSavings Restoration Plan, the NLF Employee Savings Plan and any employeebenefit plans qualified under Section 401(a) of the Internal Revenue Code willbe paid in accordance with the provisions contained in each of those plans.

 

e)     Purchase of Car:  Employee will have the option to purchasethe Company car assigned to him on the Termination Date at the low wholesalebluebook price for that car.  IfEmployee 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 thisParagraph 5, Employee shall not earn or be entitled to receive any other wagesand/or benefits whatsoever after the Termination Date.  Benefits payable under this Paragraph 5 willterminate, supersede and be in lieu of any severance pay benefits, Change ofControl Program benefits or any other wage and/or benefits provided for in anyemployment agreement, the Change of Control Program, severance policy orbenefit agreement between Employee and the Company or any other policy,agreement, practice or plan (including the NLF Retention Incentive Programadopted 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 Employee and his eligible dependents until Employee's sixty-fifth(65th) birthday, provided that Employee is eligible for those benefits on andafter the Termination Date.  If Employeeselects 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 Employee die beforeage 65, his surviving spouse and eligible dependents will continue to receivethe medical benefits until the date Employee 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 Employee, 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 Employee andNLF.

8)     Attorney Consultation:  Employee 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. Employee further acknowledges that he has had an adequate opportunity toconsult with an attorney and that he has had an adequate opportunity to makewhatever investigation or inquiry he or his counsel may deem necessary ordesirable in conjunction with the subject matter of this Agreement prior tosigning it.  Employee further acknowledgesthat he has been advised that he may consider the terms of this Agreement fortwenty-one (21) days before signing it. This Agreement was provided to Employee on August 31, 2001.  Accordingly, Employee has until September21, 2001 to decide whether he will sign the Agreement.  To the extent that Employee 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 Employee 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)     Employee and the Company agree that anyArbitrable Claims that arise between them will be submitted first to mediationand then to binding arbitration. Employee 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)     Employee shall not (nor will Employeeassist any other person to do so) during or after the termination of hisemployment with the Company, directly or indirectly reveal, report, publish ordisclose Confidential Information to any person, firm or corporation notexpressly authorized by the Company to receive such Confidential Information,or use (or assist any person to use) such Confidential Information except forthe benefit of the Company.  Thisprovision shall not preclude disclosures required by law, nor shall it apply toinformation which has entered the public domain other than by reason of theaction of Employee.  The term"Confidential Information," as used herein, means all information ormaterial not generally known by non-Company personnel which (i) gives theCompany some competitive business advantage or the opportunity of obtainingsuch advantage or the disclosure of which could be detrimental to the interestsof the Company; (ii) which is owned by the Company or in which the Company hasan interest in; and (iii) which is either marked "ConfidentialInformation," "Proprietary Information," or other similarmarking, known by Employee to be considered confidential and proprietary by theCompany or from all the relevant circumstances should reasonably be assumed byEmployee to be confidential and proprietary to the Company.  Confidential Information includes, but isnot limited to, the following types of information and other information of asimilar nature (whether or not reduced to writing):  trade secrets, inventions, drawings, file data, documentation,diagrams, specifications, know how, processes, formulas, models, flow charts,software in various stages of development, source codes, object codes, researchand development procedures, research or development and test results, marketingtechniques and materials, marketing and development plans, price lists, pricingpolicies, business plans, information relating to customers and/or suppliers'identities, characteristics and agreements, financial information andprojections, and employee files. Confidential Information also includes any information described abovewhich the Company obtains from another party and which the Company treats asproprietary information or designates as Confidential Information, whether ornot owned or developed by the Company.  Notwithstanding the above, however, no information constitutesConfidential Information if it is generic information or general knowledgewhich Employee would have learned in the course of similar employment elsewherein the trade or if it is otherwise publicly known and in the public domain.

b)    Employee agrees on or before the last dateof his employment under 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 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.  Employee 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. Employee further acknowledges that such unauthorized taking of the Company'strade secrets could also result in civil liability under California Civil CodeSection 3426, and that willful misappropriation may result in an award againsthim for triple the amount of the Company's damages and the Company's attorneysfees in collecting such damages.

 

c)     If Employee 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 Employee 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 Employeeand the Company shall prohibit or impede or be construed to prohibit or impedeEmployee 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 Employee complieswith these non-disclosure provisions. The Parties agree that these non-disclosure provisions shall continue ineffect after Employee's employment with the Company has terminated andnotwithstanding any termination of this Agreement.

12)   Non-Solicitation of Employees orCustomers:  For a period of one (1)year following the last date of Employee's employment with the Company,Employee agrees not to solicit or induce any employee or supplier of theCompany to terminate his/her employment or relationship with the Company or to,directly or indirectly, solicit the trade of or otherwise do business with anycustomer or supplier of the Company and/or any one of its affiliated entitiesso as to offer or sell any product or service which would be competitive withany product or service sold by the Company or its affiliates during thatperiod.

 

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 ofEmployee 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,descriptions of compensation packages, discussions, negotiations,understandings, representations or warranties, whether verbal or writtenbetween the Parties pertaining to such subject matter.  This Agreement is binding on Employee'sheirs and shall not be assignable by Employee for any purpose.  This Agreement will be binding on anysuccessors 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 Employee 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 suchnon-compliance and/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 Employee 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 beEmployee's responsibility to keep the Company advised in writing of any changein his address under this Paragraph of the Agreement.

 

 

 

 

 

(signature page tofollow)

        WHEREFORE, the Parties have executedthis Agreement on the dates provided hereinafter.

 
| DATED:   September 5, 2001 | EMPLOYEE:                                                                |
|---------------------------------|--------------------------------------------------------------------------|
|                            |                                                                     |   |
|                            |                                                                     |   |
|                            |                                                                     | /s/  Stuart R. Mork |
|                            |                                                                     | Stuart R. Mork |
|                            |                                                                     |   |
|                            |                                                                     |   |
|                            |                                                                     |   |
| DATED:   August 30, 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/  Gary M. Cusumano |
|                            | Name:                                                                    | Gary M. Cusumano |
|                            | Title:                                                                   | Chief Executive  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.

 

Very truly yours,

 

 

 

Stuart R. Mork

 

ADDENDUM B

 

MUTUAL GENERALRELEASES 

 

 

                This Addendum tothe Retention Agreement of Stuart R. Mork ("Agreement") is made andentered into this ____ day of _____________ by and between Stuart R. Mork("Employee"), and The Newhall Land and Farming Company (a CaliforniaLimited Partnership) ("Company") and by this reference the Agreementis incorporated herein.  Employee 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 Employee'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 betweenEmployee and the Company.

 

                NOW, THEREFORE,the Parties hereto for the consideration set forth in the Agreement, which isby this reference incorporated herein, mutually agree as follows:

 

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 Employee'sClaims against Company Releasees and fully compensates Employee for any and allsuch Claims.  Employee 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.  Employeespecifically 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.  Employee, 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 itspast, present and/or future officers, directors, members, partners, unitholders, agents, employees, administrators and assigns (hereinaftercollectively referred to as "Company Releasees"), from any and allclaims, demands, causes of action, costs, charges, fees and liabilities of anykind whatsoever, whether known or unknown, unsuspected or latent, whichEmployee or any of his heirs, guardians, administrators, executors, successorsin interest, and/or assigns have incurred or expect to incur, or now own orhold or have at any time heretofore owned or held, or may at any time own, holdor claim by reason of any matter or thing against Company Releasees, and eachof them, arising from or by reason of any actual or alleged act, omission,transaction, practice, conduct or occurrence, or any other matter whatsoever onor prior to the date of Employee's execution of the Mutual GeneralReleases.  Without limiting thegenerality of the foregoing, Employee specifically waives and fully releasesCompany Releasees, and each of them, from any and all claims arising out ofEmployee's employment with the Company and/or the termination of thatemployment, any positions Employee held or services Employee rendered as wellas Employee's resignation of all positions held with the Company, including butnot limited to:  (a) any claim under theAmericans with Disabilities Act, the California Fair Employment and HousingAct, the Civil Rights Act of 1964, as amended, the Age Discrimination inEmployment Act of 1967 or the Older Workers Benefit Protection Act; EmployeeRetirement Income Security Act of 1974; (b) any other claim of employmentdiscrimination (whether based on federal, state or local, statutory ordecisional law; (c) any claim arising out of the terms and conditions ofEmployee's employment and/or any of the events relating directly or indirectlyto or surrounding the termination of his employment; (d) any claims forseverance, pension, bonuses, profit sharing or severance/termination payments;(e) any claim regarding any claimed employment or benefit agreement or contractwhether written or oral; (f) any claim for any alleged injuries incurred duringEmployee's employment with the Company including any claims for rehabilitation;and (g) any other matter or claim whatsoever between the Parties (jointly"Claims").  These releases donot include or release Company Releases or any of them, from providing thebenefits or making the payments provided for in Paragraph 5 (b), (c), (d), and(g) of the Agreement.

4.     General Release of Employee's Releasees.  The Company fully releases and dischargesforever Employee and his spouse, children, agents, heirs and administrators andassigns ("Employee 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 Employee's Releasees from any and allclaims, demands and causes of action in connection with any and all matterspertaining to Employee'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 Employee's performance of his duties as an officer of theCompany.

 

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 Employee'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 andrelinquishment, the Parties, and each of them, acknowledge that they are awarethat any legal counsel that they may retain may hereafter discover claims orfacts in addition to or different from those which they now know or believe toexist with respect to the subject matter of the Mutual General Releases, butthat it is their intention hereby to fully, finally and forever settle andrelease all the released matters, disputes and differences, known and unknown,suspected or unsuspected, which now exist, may exist, or heretofore hasexisted, between them.  In furtheranceof this intention, the releases herein given shall be and remain in effect asfull and complete general releases notwithstanding the discovery and existenceof any such additional 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 supercedesall prior agreements, whether verbal or written, between the Parties pertainingto the subject matter hereof.

11.   Legal Consultation and RevocabilityPeriods:  The Parties expresslyintend, and Employee acknowledges and agrees, that as part of the potentialclaims released in Paragraphs 3 and 4 of the Mutual General Releases, Employeeis 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, Employee has been advised toreview the Mutual General Releases and represents and agrees:   (a) that he has been advised to consultwith an attorney prior to executing the Mutual General Releases;  (b) that he has had up to twenty-one (21)days to consider executing the Mutual General Releases and that he is knowinglyand voluntarily entering into the Mutual General Releases;  (c) that he received a copy of the MutualGeneral Releases on                      , 2001; (d)  that he has seven (7) days from the date of execution of theMutual General Releases to rescind it by doing so in writing addressed to theGeneral Counsel and/or Secretary of the Company,  at its corporate headquarters located at The Newhall Land andFarming Company, 23823 Valencia Boulevard, Valencia, California  91355; and (e) that the Mutual GeneralReleases will not be effective until the end of the seven (7) day revocationperiod.

 
| DATED: |                               |                                                                  | EMPLOYEE:                            |
|--------|------------------------------------|-----------------------------------------------------------------------|--------------------------------------|
|   |                               |                                                                  |
|   |                               |                                                                  |
|   |                               |                                                                  |
|   |                               | Stuart R. Mork                                                        |
|   |                               |                                                                  |
|   |                               |                                                                  |
|   |                               |                                                                  |
| 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

 

ACKNOWLEDGMENT OFPAYMENT

 

 

                This Addendum to the RetentionAgreement of Stuart R. Mork dated March 31, 2001 ("Agreement") ismade and entered into this ____ day of ______________ by and between Stuart R.Mork ("Employee"), and The Newhall Land and Farming Company (aCalifornia Limited Partnership) ("Company") and by this reference theAgreement is incorporated herein. Employee 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. Employee 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 fileany action, 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:                            |
|--------|------------------------------------|-----------------------------------------------------------------------|--------------------------------------|
|   |                               |                                                                  |
|   |                               |                                                                  |
|   |                               |
|   | Stuart R. Mork                     |
|   |                               |                                                                  |
|   |                               |                                                                  |
|   |                               |                                                                  |
| 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:                             |                                                                  |
|        |                                    |                                                                       |                                      |  |  |  |