TEJON RANCH CO.
RESTRICTED STOCK AGREEMENT FOR DIRECTORS
Pursuant to the
Non-Employee Director Stock Incentive Plan
This Restricted Stock Agreement (this “Agreement”) is made and entered into as of the day of , 2004 (the
“Date of Grant”) by and between Tejon Ranch Co., a Delaware corporation (the “Company”), and (“Grantee”). This
Agreement is entered into pursuant to the Company’s Non-Employee Director Stock Incentive Plan, as amended (the “Plan”).
Unless otherwise defined in this Agreement, capitalized terms used herein have the meanings designated in the Plan.
1. GRANT OF RESTRICTED STOCK .
The Company hereby, as of the Date of Grant, grants to Grantee a restricted stock award (hereinafter referred to as the
“Restricted Stock”) of shares of the Company’s common stock (the “Common Stock”) in accordance with the Plan.
The per share fair market value of the Restricted Stock on the Date of Grant was $ .
2. VESTING .
(a) Normal Vesting Provisions . The vesting provisions for the Restricted Stock shall be as set forth in Exhibit A hereto.
(b) Vesting Upon a Change of Control . “Change of Control” shall mean the first to occur of the following events:
(i) a merger or consolidation of the Company if and only if as a result of the transaction persons other than the
shareholders immediately prior to such transaction shall own 80% or more of the voting securities of the Company or its
successor after the transaction;
(ii) the sale or transfer by the Company of all or substantially all of its property and assets in a single transaction or
series of related transactions; or
(iii) the dissolution or liquidation of the Company.
The effect of a Change of Control upon the vesting of the Restricted Stock, if any, shall be as set forth on Exhibit A hereto.
Nothing in this Agreement shall limit or otherwise affect any other contractual right now existing or here