Exhibit 10 (a)


 


THE
NEWHALL LAND AND FARMING COMPANY

2002 EQUITY COMPENSATION PLAN


 


AMENDMENT
NO. 1


 


This Amendment No. 1 (“Amendment”) to The Newhall Land
and Farming Company 2002 Equity Compensation Plan (“Plan”) is implemented as of
July 1, 2003 (“Effective Date”), to amend the Plan to provide that each
Director shall receive an Annual Equity Retainer instead of an Annual Cash
Retainer.


 


ARTICLE I


 


DEFINITIONS


 


“Annual Cash Retainer” means the amount designated as
the annual cash retainer portion of the total annual compensation paid to each
Independent Director, which is $24,000 as of the Effective Date.


 


“Annual Equity Retainer” shall have the meaning set
forth in Article 4.2A.


 


“Depositary Units” shall mean equity security limited
partnership interests in the Partnership represented by transferable depositary
units.


 


“Independent Director Unit Rights” shall have the
meaning set forth in Paragraph A of the Independent Director Unit Rights
Agreement attached as Exhibit A to this Amendment.


 


“Initial Grant” shall have the meaning set forth in
Paragraph A of the Independent Director Unit Rights Agreement attached as
Exhibit A to this Amendment.


 


All terms defined in the Plan, unless otherwise
defined herein, shall have the same meaning in this Amendment.


 


ARTICLE II


 


Section 4.2 of the Plan is hereby deleted and restated
in its entirety as follows:


 


4.2                                 INDEPENDENT DIRECTOR UNITS FEE PROGRAM


 


A.                                   Eligibility.  Each Independent Director, in lieu of
receiving the Annual Cash Retainer, shall receive an Annual Equity Retainer and
Initial Grant upon the terms and conditions of the independent director units
fee program described in the Independent Director Unit Rights Agreement,
attached as Exhibit A to this Amendment (“Annual Equity Retainer”).


 


ARTICLE III


 


Section 4.3 of the Plan is hereby deleted in its
entirety.


 


ARTICLE IV


 


Except as otherwise provided in this Amendment, all of
the terms and conditions of the Plan shall remain in full force and
effect.  Nothing in this Amendment shall
be construed to affect Independent Directors’ cash or equity compensation other
than the Annual Cash Retainer, including without limitation the grant of
Automatic Options under Article 4.1 of the Plan, and the receipt of cash
compensation for attending meetings in an amount determined by the Board from
time to time.  Nothing in this Amendment
shall be construed to affect Unit Rights granted to employees pursuant to
Article 3.5 of the Plan, which shall continue to be governed by the Plan, the Unit
Rights 


 


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Agreement and exhibits attached thereto.  In the event of any conflict between the Plan and this Amendment,
this Amendment shall control.


 


To record the adoption of Amendment No. 1, Newhall
Management Corporation, a California corporation, managing general partner of
Newhall Management Limited Partnership, a California limited partnership,
managing general partner of The Newhall Land and Farming Company, a California
limited partnership, has caused this Amendment No. 1 to be executed on behalf
of such partnership by its duly authorized officer this 15th day of
April, 2003.


 


 


	
   

  	
  THE NEWHALL LAND AND FARMING COMPANY

  
	
   

  	
  (A CALIFORNIA LIMITED
  PARTNERSHIP)

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NEWHALL MANAGEMENT
  LIMITED

  PARTNERSHIP, A CALIFORNIA LIMITED

  PARTNERSHIP, MANAGING GENERAL

  PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  NEWHALL MANAGEMENT
  CORPORATION,

  A CALIFORNIA CORPORATION,

  MANAGING GENERAL PARTNER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward C.
  Giermann

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Secretary and
  General Counsel

  



 


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GRANT


 


THE
NEWHALL LAND AND FARMING COMPANY


 


NOTICE OF GRANT OF UNIT RIGHTS

PURSUANT TO

THE INDEPENDENT DIRECTOR UNIT RIGHTS AGREEMENT


 


Notice is hereby given of the following grant of a right to receive The
Newhall Land and Farming Company (a California Limited Partnership) (the
“Partnership”) depositary units (“Independent Director Unit Rights”) pursuant
to the terms of The Newhall Land and Farming Company 2002 Equity Compensation
Plan (the “Plan”), Amendment No. 1 to the Plan and the Independent Director Unit
Rights Agreement, attached as Exhibit A to the Amendment (collectively “Amended
Plan”):


 


	
  Grantee:

  	
   

  
	
   

  	
   

  
	
  Grant Date:

  	
   

  
	
   

  	
   

  
	
  Number of Unit Rights:

  	
   

  



 


Receipt of Depositary Unit Certificate:  Grantee shall receive a certificate for
Depositary Units (as defined in the Amended Plan) of the Partnership with
respect to his or her vested Independent Director Unit Rights on the date
Grantee becomes fully vested in all Independent Director Unit Rights granted
pursuant to this Notice of Grant in accordance with the Independent Director
Unit Rights Agreement.  Grantee shall
receive one Depositary Unit for each vested Independent Director Unit Right.


 


Grantee understands that the Independent Director Unit
Rights are granted pursuant to and in accordance with the express terms and
conditions of the Amended Plan.  By
signing below, Grantee agrees to be bound by the terms and conditions of the
Amended Plan and the terms and conditions of the Independent Director Unit
Rights Agreement dated as of July 1, 2003, distributed with this Notice of
Grant.


 


	
  Dated:

  	
   

  	
   

  	
  THE
  NEWHALL LAND AND FARMING COMPANY

  
	
   

  	
  (a California Limited
  Partnership) 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  I designate the
  following beneficiary(ies):

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Relationship:

  	
   

  	
   

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
													



 


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EXHIBIT
A TO AMENDMENT


 


THE
NEWHALL LAND AND FARMING COMPANY


 


INDEPENDENT DIRECTOR UNIT RIGHTS AGREEMENT


 


The Newhall Land and Farming Company (a California
Limited Partnership) (“Partnership”) has adopted The Newhall Land and Farming
Company 2002 Equity Compensation Plan (“Plan”) for among other purposes
attracting and retaining the services of non-employee Board members of the
Partnership or its managing general partner.


 


Grantee is an Independent Director who renders
valuable services to the Partnership and is entitled to a grant of Independent
Director Unit Rights, and this Agreement is executed pursuant to, and is
intended to carry out the purposes of, the Plan in connection with the
Partnership’s grant of Independent Director Unit Rights to Grantee.


 


A.                                   Grant of Independent Director Unit
Rights.  On July 1, 2003,
and on each anniversary thereafter (“Grant Date”) the Partnership shall grant
each Independent Director (“Grantee”) the right to receive Eight Hundred (800)
Depositary Units (“Independent Director Unit Rights”).


 


The Partnership shall also make an initial grant of
Independent Director Unit Rights to each new Director of the Partnership
(“Initial Grant”), prorated from the first day of the calendar quarter in which
such Director’s election or appointment occurs (“Initial Grant Date”) until the
following June 30, in an amount equal each quarter to the Independent Director
Unit Rights granted to each other Independent Director for that quarter.


 


Example:  An Independent Director who is appointed or
elected during the month of January would receive prorated Independent Director
Unit Rights based on having become an Independent Director during the entire
third quarter of a plan year; accordingly, such an Independent Director would
obtain the right to receive one-half of the total number of Independent
Director Unit Rights such Independent Director would have obtained had such
Independent Director been an Independent Director on July 1 of the preceding
year, and on June 30 next following, one Depositary Unit for each such right,
and thereafter, on the following July 1, such Independent Director would
receive Independent Director Unit Rights pursuant hereto.


 


B.                                     Unit Rights and Vesting.  On June 30, 2004, and on each anniversary
thereafter (“Exercise Date”) Grantee shall be entitled to receive one
Depositary Unit for each vested Independent Director Unit Right.  The Independent Director Unit Rights shall
vest at the expiration of twelve (12) months after the respective Grant Date,
subject to termination of service or acceleration in accordance with the
provisions of this Amendment.  The
Partnership may issue a certificate to Grantee evidencing the vested Depositary
Units.  Notwithstanding the foregoing,
the Initial Grant shall vest on June 30 next following the Initial Grant Date.


 


C.                                     Distributions.  If the Partnership declares a distribution
to Depositary Unit holders during the period during which the Independent
Director Unit Rights remain unvested, upon vesting of the Independent Director
Unit Rights, Grantee will receive a check for the amount of such distributions,
without premium or markup of any kind.


 


D.                                    Effect of Termination of Service as
Independent Director.  If
Grantee ceases to serve as an Independent Director of Newhall Management
Corporation for any reason, the Independent Director Unit Rights shall be
prorated as of the end of the calendar quarter in which the date of termination
occurs in an amount equal to one quarter of the total number of Independent
Director Unit Rights granted to Grantee for each whole or partial calendar
quarter from the Grant Date, and those Independent Director Unit Rights shall
vest on the date of termination.  In
such event, Grantee shall also receive a check for the distributions referred
to in paragraph C above, declared through the end of the calendar quarter in
which the date of termination occurs. 
Independent Director Unit Rights that have not vested in accordance with
this paragraph shall be cancelled automatically and no Depositary Units shall
be issued pursuant to the cancelled Independent Director Unit Rights.


 


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Example:  An Independent Director who terminates
service on November 1, 2003 would receive prorated units based on a termination
date of December 31, 2003, i.e. 400 Independent Director Unit Rights for the
period July 1, 2003 to December 31, 2003. The remaining 400
unvested Unit Rights would be cancelled.


 


E.                                      Taxes.  Each Independent Director must arrange with
the Partnership for the payment of any federal, state or local income tax or
other tax applicable to the grant of Independent Director Unit Rights hereunder
before the Partnership shall be required to deliver to the Independent Director
the certificate for the Depositary Units.


 


F.                                      Incorporation of Miscellaneous Terms.  The following paragraphs of the Unit Rights
Agreement attached as Exhibit A to the Plan are incorporated by this reference
as if fully set forth herein, substituting “Independent Director Unit(s)
Rights” for “Unit(s) Rights” and adding “as amended” after “Plan”:  F. (Acceleration of Awards), G. (No
Acceleration of Awards), H. (Cancellation of Awards), I. (Adjustment), J.
(Cancellation and New Grant of Awards), K. (Partnership Structure), M.
(Nontransferability), N. (Privilege of Unitholder Rights), O. (Modifications),
Q. (Grantee Undertaking), R. (Governing Law), S. (Counterparts), T. (Successors
and Assigns), U. (Notices) and V. (Construction).


 


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