TEJON RANCH CO.
NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
Section 1. PURPOSE OF PLAN
The purpose of this Non-Employee Director Stock Incentive Plan (this "Plan") of Tejon Ranch Co., a Delaware
corporation (the "Company"), is to enable the Company to attract, retain and motivate its non-employee directors
by providing for or increasing the proprietary interests of such persons in the Company.
Section 2. PERSONS ELIGIBLE UNDER PLAN
Any person who is a director of the Company and is not a full-time employee of the Company or any of its
wholly-owned or majority owned subsidiaries (a "Grantee") shall be eligible to be considered for the grant of
Awards (as hereinafter defined) under this Plan. For purposes of this Plan directors who work as employees part
time or full time on a temporary basis (as determined by the Board of Directors) shall be eligible to be considered
for the grant of Awards under this Plan.
Section 3. AWARDS
(a) The Board of Directors of the Company (the "Board") or the Committee (as hereinafter defined) may
authorize and direct one or more officers of the Company to enter into, on behalf of the Company, any type of
arrangement with a Grantee that is not inconsistent with the provisions of this Plan and that, by its terms, involves
or might involve the issuance of
(i) shares of Common Stock, par value $.50 per share, of the Company (the "Common Shares") or (ii) a
Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of
1934, as such Rule may be amended from time to time) with an exercise or conversion privilege at a price related
to the Common Shares or with a value derived from the value of the Common Shares. The entering into of any
such arrangement is referred to herein as the "grant" of an "Award."
(b) Awards are not restricted to any specified form or structure and may include, without limitation, sales or
bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warr