TEJON RANCH CO.
STOCK OPTION AGREEMENT
PURSUANT TO THE
1992 EMPLOYEE STOCK INCENTIVE PLAN
This Incentive Stock Option Agreement ("Agreement") is made and entered into as of the Date of Grant indicated
below by and between Tejon Ranch Co., a Delaware corporation (the "Company"), and the person named
below as Optionee.
WHEREAS, Optionee is an employee, officer or director of the Company and/or one or more of its subsidiaries;
WHEREAS, pursuant to the Company's 1992 Employee Stock Incentive Plan (the "1992 Plan"), the
Compensation Committee of the Board of Directors of the Company administering the 1992 Plan (the
"Committee") approved the grant to Optionee of an option to purchase shares of the Common Stock, par value
$.50 per share, of the Company (the "Common Stock"), on the terms and conditions set forth in a Stock Option
Agreement entered into by Optionee and the Company as of the Date of Grant;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants set forth herein, the parties
hereto hereby amend and restate their agreement as so amended:
1. Grant of Option; Certain Terms and Conditions. The Company hereby grants to Optionee, and Optionee
hereby accepts, as of the Date of Grant indicated below, an option (the "Option") to purchase the number of
shares of Common Stock indicated below (the "Option Shares") at the Exercise Price per share indicated below.
The Option shall become exercisable on and after the Vesting Dates indicated below as to the number of shares
indicated with respect to each such Vesting Date, except as otherwise provided in Section 3. The Option shall
expire at 5:00 p.m., Los Angeles, California time, on the Expiration Date indicated below and shall be subject to
all of the terms and conditions set forth in this Agreement.
Date of Grant:
Number of shares purchasable:
Exercise Price per share:
2. Incentive Stock Option; Internal Revenue Code Requirements. The Option is intend