UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
Cadiz Inc.
----------
(Name of Issuer)
Common Stock
----------
(Title of Class of Securities)
127537 10 8
-----------
(CUSIP Number)
Howard J. Unterberger, Miller & Holguin, 1801 Century Park East,
Seventh Floor, Los Angeles, California 90067, (310) 556-1990
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
-------------------
May 16, 1999
--------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /___/
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Rule 13d-7 for other parties to whom copies
are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
Cusip #: 127537 10 8
Item 1: Name of Reporting Person:
Keith Brackpool (SSN ###-##-####)
Item 4: 00
Item 6: United Kingdom
Item 7: 1,787,643 (1)
Item 8: None
Item 9: 1,787,643 (1)
Item 10: None
Item 11: 1,787,643 (1)
Item 13: 5.1%
Item 14: IN
(1) Includes immediately exercisable options for the purchase
of 250,000 shares and options for the purchase of 500,000
shares which will become exercisable on July 15, 1999.
Does not include 25,000 shares issuable subject to
vesting conditions which have not yet been satisfied.
Item 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.01 par
value, of Cadiz Inc., a Delaware corporation (the "Issuer").
The address of the Issuer's principal executive office is 100
Wilshire Blvd., Suite 1600, Santa Monica, California 90401.
Item 2. IDENTITY AND BACKGROUND
The person filing this statement is Mr. Keith Brackpool
(the "Reporting Person"), an individual whose business address
is 100 Wilshire Blvd., Suite 1600, Santa Monica, California
90401.
The Reporting Person is currently employed as Chief
Executive Officer of the Issuer.
During the past five years the Reporting Person has not
(a) been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding,
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
The response to Item 6 of the cover page of this Schedule
13D is hereby incorporated by reference.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the grant to the Reporting Person of the
incentive stock options described in Item 5(c) below was to
both reward the Reporting Person for past performance and to
provide an incentive for future performance. The acquisitions
of securities of the Issuer by the Reporting Person as
reported herein do not involve any plans or proposals which
relate to or would result in any of the actions referred to in
clauses (a) through (j) of Item 4 of Schedule 13D. However,
the Reporting Person will continue to evaluate opportunities
to engage in transactions involving equity securities of the
Issuer, including open market transactions at times when
insiders are permitted to engage in transactions involving
securities of the Issuer, which may result in changes in the
Reporting Person's beneficial ownership of the Issuer's common
stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The responses to Items 7 through 13 of the
cover page of this Schedule 13D are hereby incorporated by
reference.
(c) On May 16, 1999, the Reporting Person became the
beneficial owner of 500,000 shares of the common stock of the
Issuer underlying incentive stock options which were granted
to the Reporting Person on January 15, 1999 and which first
become exercisable on July 15, 1999. The exercise price of the
options is $7.3125 per share, reflecting the market value of
the Issuer's common stock as of the date of grant. These
options expire January 14, 2004.
On May 14, 1999 the Reporting Person transferred
7,500 shares of the common stock of the Issuer to an
individual not affiliated with the Issuer in consideration of
services provided by the recipient.
Other than as described herein, there were no
additional transactions in any class of securities of the
Issuer effected during the past 60 days by the Reporting
Person.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
The Reporting Person holds options for the purchase of a
total of 750,000 shares of the common stock of the Issuer.
These options include the 500,000 incentive stock options
described in Item 5(c) above and 250,000 incentive stock
options previously granted to the Reporting Person which are
immediately exercisable and which expire September 13, 2001.
In addition, pursuant to the terms of a March, 1997 Stock
Bonus Plan, the Reporting Person is entitled to receive 25,000
shares of the common stock of the Issuer on September 12, 1999
(conditioned upon employment as of such date), or earlier in
the event of termination without cause.
Pursuant to the terms of the Reporting Person's
Employment Agreement with the Issuer, in the event of a change
of control of the Issuer, any theretofore unsatisfied
conditions to the vesting of any stock options held by the
Reporting Person or to the issuance of shares of the Issuer's
stock pursuant to stock bonus plans to which the Reporting
Person is a party, shall be deemed immediately satisfied.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Option Agreement dated January 15, 1999.
2. Option Agreement dated September 13, 1996,
as amended February 2, 1998
3. 1997 Stock Bonus Plan dated March 24, 1997.(1)
4. Employment Agreement between the Issuer and the
Reporting Person dated February 1, 1998.(2)
-----------------
(1) Previously filed as Exhibit to the Issuer's
Registration Statement on Form S-8 (Registration No.
333-35491) declared effective September 12, 1997.
(2) Previously filed as Exhibit to the Issuer's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: May 19, 1999
/s/ Keith Brackpool
--------------------------
Keith Brackpool
EXHIBIT 1
----------
CADIZ INC.
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
FOR
KEITH BRACKPOOL
CADIZ INC.
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made and
entered into as of the date of grant set forth below (the
"Date of Grant") by and between Cadiz Inc., a Delaware
corporation (the "Company"), and the Participant named below
("Participant"). Capitalized terms not defined herein shall
have the meaning ascribed to them in the Company's 1996 Stock
Option Plan (the "Plan").
PARTICIPANT: Keith Brackpool
SOCIAL SECURITY NUMBER: ###-##-####
ADDRESS:
TOTAL OPTION SHARES: 500,000
EXERCISE PRICE PER SHARE: $7.3125
DATE OF GRANT: January 15, 1999
FIRST VESTING DATE: July 15, 1999
EXPIRATION DATE: January 15, 2004
TYPE OF STOCK OPTION:
(Check one): [X ] INCENTIVE STOCK OPTION - 13,675 shares
[ X] NONQUALIFIED STOCK OPTION - 486,325 shares
1. GRANT OF OPTION
-----------------
The Company hereby grants to Participant an Option
(the "Option") to purchase the total number of Shares of
Common Stock $0.01 par value, of the Company set forth above
(the "Shares") at the Exercise Price Per Share set forth above
(the "Exercise Price"), subject to all of the terms and
conditions of this Agreement and the Plan. If designated as
an Incentive Stock Option above, the Option is intended to
qualify as an "incentive stock option" ("ISO") within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. EXERCISE PERIOD.
----------------
2.1 VESTING SCHEDULE. The Option shall vest and be
immediately exercisable six (6) months following the Date of
Grant.
2.2 EXPIRATION. The Option shall expire on the
earlier of: (a) the Expiration Date set forth above, or (b)
five (5) years from the Date of Grant in the event the
Participant is a Ten Percent Stockholder, and must be
exercised, if at all, on or before the Expiration Date.
3. TERMINATION.
------------
3.1 TERMINATION FOR ANY REASON EXCEPT DEATH OR
DISABILITY. If Participant is Terminated for any reason,
except death or Disability, the Option, to the extent (and
only to the extent) that it would have been exercisable by
Participant on the date of Termination, may be exercised by
Participant no later than ninety (90) days after the date of
Termination, but in any event no later than the Expiration
Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If
Participant is Terminated because of death or Disability of
Participant, any Option that is an ISO, to the extent that it
is exercisable by Participant on the date of Termination, may
be exercised by Participant (or Participant's legal
representative) no later than one hundred and eighty (180)
days after the date of Termination, but in any event no later
than the Expiration Date.
3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan
or this Agreement shall confer on Participant any right to
continue in the employ of, or other relationship with, the
Company or any Subsidiary or Affiliate of the Company, or
limit in any way the right of the Company or any Subsidiary or
Affiliate of the Company to terminate Participant's employment
or other relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
-------------------
4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise
this Option, Participant (or in the case of exercise after
Participant's death, Participant's executor, administrator,
heir or legatee, as the case may be) must deliver to the
Company an executed stock Option exercise Agreement in the
form attached hereto as Exhibit A, or in such other form as
may be approved by the Company from time to time (the
"Exercise Agreement"), which shall set forth, inter alia,
Participant's election to exercise the Option, the number of
Shares being purchased, any restrictions imposed on the Shares
and any representations, warranties and Agreements regarding
Participant's investment intent and access to information as
may be required by the Company to comply with applicable
securities laws. If someone other than Participant exercises
the Option, then such person must submit documentation
reasonably acceptable to the Company that such person has the
right to exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be
exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as they are in
effect on the date of exercise. The Option may not be
exercised as to fewer than 1,000 Shares unless it is exercised
as to all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be
accompanied by full payment of the Exercise Price for the
Shares being purchased in cash (by check), or where permitted
by law:
(a) by cancellation of indebtedness of the
Company to the Participant;
(b) by surrender of shares of the Company's
Common Stock that either: (1) have been owned by
Participant for more than six (6) months and have
been paid for within the meaning of SEC Rule 144; or
(2) were obtained by Participant in the public
market; and, (3) are clear of all liens, claims,
encumbrances or security interests;
(c) by waiver of compensation due or accrued
to Participant for services rendered;
(d) provided that a public market for the
Company's stock exists and subject to the ability of
the Participant to sell Shares in compliance with
applicable securities laws:
(i) through a "same day sale" commitment
from the Participant and a broker-dealer that
is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby
the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares
so purchased in order to pay the Exercise
Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(ii) through a "margin" commitment from the
Participant and an NASD Dealer whereby
Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to
the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly
to the Company; or
(e) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of the
Shares upon exercise of the Option, Participant must pay or
provide for any applicable federal or state withholding
obligations of the Company.
4.5 ISSUANCE OF SHARES. Provided that the Exercise
Agreement and payment are in form and substance satisfactory
to counsel for the Company, the Company shall issue the Shares
registered in the name of Participant, Participant's
authorized assignee, or Participant's legal representative,
and shall deliver certificates representing the Shares with
the appropriate legends affixed thereto.
5. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT.
Participant hereby represents and warrants that:
(a) The Option granted hereby and the Shares which
will be purchased by and delivered to Participant upon
exercise of the Option are being acquired by Participant for
his own account and not with a view to resale or other
disposition thereof.
(b) The Option granted hereunder and any Shares
which may be issued to Participant upon the exercise of the
Option are restricted securities, and are not freely
tradeable. Participant will not sell, transfer, or make any
other disposition of this Option or the Shares to be purchased
and delivered to Participant hereunder upon the exercise of
the Option unless and until (i) the Option or Shares, as
applicable, are included in a registration statement or a post-
effective amendment under the Securities Act which has been
filed by the Company and declared effective by the Securities
and Exchange Commission (the "SEC"), or (ii) in the opinion of
counsel for the Company, no such registration statement or
post-effective amendment is required, or (iii) the SEC has
first issued a No Action letter regarding any such proposed
disposition of any Option or the Shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS.
The obligations of the Company to deliver and
transfer the Shares to the Participant upon any exercise of
this Option shall be subject to the following:
(a) The Company may require Participant, as an
additional condition of its obligation to deliver the Shares
upon exercise of the Option hereunder, to make any
representations and warranties (including without limit those
set forth in Paragraph 5 hereof) with respect to the Shares as
may, in the opinion of counsel to the Company, be required to
ensure compliance with the Securities Act, the securities laws
of any state, or any other applicable law, regulation, or rule
of any governmental agency.
(b) Each certificate representing the Shares issued
pursuant to this Agreement shall bear whatever legends are
required by federal or state law or by any governmental
agency. In particular, unless an appropriate registration
statement is filed pursuant to the Securities Act with respect
to the Shares, each certificate representing such Shares shall
be endorsed on its face with the following legend or its
equivalent:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. THE SECURITIES MAY BE SOLD OR
TRANSFERRED ONLY IF THEY HAVE BEEN REGISTERED
UNDER SAID ACT OR THERE EXISTS AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT OR THE RULES AND
REGULATIONS THEREUNDER EVIDENCED BY A NO-ACTION
LETTER OR AN OPINION OF COUNSEL TO THE ISSUER OR
TO THE HOLDER HEREOF REASONABLY SATISFACTORY TO
THE ISSUER.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.
----------------------------------------------------
If the Option is an ISO, and if Participant sells or
otherwise disposes of any of the Shares acquired pursuant to
the ISO on or before the later of: (1) the date two years
after the Date of Grant, and (2) the date one year after
transfer of such Shares to Participant upon exercise of the
Option, Participant immediately shall notify the Company in
writing of such disposition. Participant agrees that
Participant may be subject to income tax withholding by the
Company on the compensation income recognized by Participant
from the early disposition by payment in cash or out of the
current wages or other compensation payable to Participant.
8. COMPLIANCE WITH LAWS AND REGULATIONS.
--------------------------------------
The exercise of the Option and the issuance and
transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of
federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company's
Common Stock may be listed at the time of such issuance or
transfer.
9. NONTRANSFERABILITY OF OPTION.
----------------------------
The Option may not be transferred in any manner
other than by will or by the laws of descent and distribution
and may be exercised during the lifetime of Participant only
by Participant. The terms of the Option shall be binding upon
the executors, administrators, successors and assigns of
Participant.
10. PRIVILEGES OF STOCK OWNERSHIP.
-----------------------------
Participant shall not have any of the rights of a
shareholder with respect to any Shares until Participant
exercises the Option and pays the Exercise Price.
11. INTERPRETATION.
--------------
Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to
the Committee for review. The resolution of such a dispute by
the Committee shall be final and binding on the Company and
Participant.
12. ENTIRE AGREEMENT.
-----------------
The Plan is incorporated herein by reference. This
Agreement and the Plan constitute the entire Agreement of the
parties and supersede all prior undertakings and Agreements
with respect to the subject matter hereof.
13. NOTICES.
---------
Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Secretary of the Company at its
principal corporate offices. Any notice required to be given
or delivered to Participant shall be in writing and addressed
to Participant at the address indicated above or to such other
address as such party may designate in writing from time to
time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days
after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business
day after deposit with any return receipt express courier
(prepaid); or one (1) business day after transmission by
rapifax or telecopier.
14. SUCCESSORS AND ASSIGNS.
-----------------------
The Company may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Participant and Participant's
heirs, executors, administrators, legal representatives,
successors and assigns.
15. GOVERNING LAW.
-------------
This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
16. ACCEPTANCE.
-----------
Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. Participant has read and
understands the terms and provisions thereof, and accepts the
Option subject to all the terms and conditions of the Plan and
this Agreement. Participant acknowledges that there may be
adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult
a tax adviser prior to such exercise or disposition.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed in duplicate by its duly authorized
representative and Participant has executed this Agreement in
duplicate as of the Effective Date.
CADIZ INC. PARTICIPANT:
By: /S/ Stanley E. Speer /s/ Keith Brackpool
---------------------- --------------------
Chief Financial Officer Chief Executive Officer
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
In such form as is deemed appropriate from time to time
by the Company and which is not inconsistent with the Plan.
EXHIBIT 2
----------
CADIZ LAND COMPANY, INC.
1996 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made and
entered into as of the date of grant set forth below (the
"Date of Grant") by and between Cadiz Land Company, Inc., a
Delaware corporation (the "Company"), and the Participant
named below ("Participant"). Capitalized terms not defined
herein shall have the meaning ascribed to them in the
Company's 1996 Stock Option Plan (the "Plan").
PARTICIPANT: Keith Brackpool
SOCIAL SECURITY NUMBER: ###-##-####
ADDRESS:
TOTAL OPTION SHARES: 250,000
EXERCISE PRICE PER SHARE: $4.50
DATE OF GRANT: September 13, 1996
FIRST VESTING DATE: March 13, 1997
EXPIRATION DATE: September 13, 2001
[No later than 10 years
from grant date]
TYPE OF STOCK OPTION:
(Check one): [ X] INCENTIVE STOCK OPTION
[ ] NONQUALIFIED STOCK OPTION
1. GRANT OF OPTION.
The Company hereby grants to Participant an Option
(the "Option") to purchase the total number of Shares of
Common Stock $0.01 par value, of the Company set forth above
(the "Shares") at the Exercise Price Per Share set forth above
(the "Exercise Price"), subject to all of the terms and
conditions of this Agreement and the Plan. If designated as
an Incentive Stock Option above, the Option is intended to
qualify as an "incentive stock option" ("ISO") within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
2. EXERCISE PERIOD.
2.1.1 VESTING SCHEDULE. The Option shall vest
and be immediately exercisable three as to 125,000 Shares six
months following the Date of Grant.
2.1.2 CONDITIONAL STOCK OPTIONS - COMMON STOCK
Price. The Option shall vest and shall be immediately
exercisable as to the remaining 125,000 Shares at such time as
the closing bid price of the Company's common stock is $9.00
per shre or above for five (5) consecutive trading days.
2.2 EXPIRATION. The Option shall expire five (5)
years from the Date of Grant and must be exercised, if at all,
on or before the Expiration Date.
3. TERMINATION.
3.1 Termination For Any Reason Except Death or
Disability. If Participant is Terminated for any reason,
except death or Disability, the Option, to the extent (and
only to the extent) that it would have been exercisable by
Participant on the date of Termination, may be exercised by
Participant no later than ninety (90) days after the date of
Termination, but in any event no later than the Expiration
Date.
3.2 TERMINATION BECAUSE OF DEATH OR DISABILITY. If
Participant is Terminated because of death or Disability of
Participant, any Option that is an ISO, to the extent that it
is exercisable by Participant on the date of Termination, may
be exercised by Participant (or Participant's legal
representative) no later than one hundred and eighty (180)
days after the date of Termination, but in any event no later
than the Expiration Date.
3.3 NO OBLIGATION TO EMPLOY. Nothing in the Plan
or this Agreement shall confer on Participant any right to
continue in the employ of, or other relationship with, the
Company or any Subsidiary or Affiliate of the Company, or
limit in any way the right of the Company or any Subsidiary or
Affiliate of the Company to terminate Participant's employment
or other relationship at any time, with or without cause.
4. MANNER OF EXERCISE.
4.1 STOCK OPTION EXERCISE AGREEMENT. To exercise
this Option, Participant (or in the case of exercise after
Participant's death, Participant's executor, administrator,
heir or legatee, as the case may be) must deliver to the
Company an executed stock Option exercise Agreement in the
form attached hereto as Exhibit A, or in such other form as
may be approved by the Company from time to time (the
"Exercise Agreement"), which shall set forth, inter alia,
Participant's election to exercise the Option, the number of
Shares being purchased, any restrictions imposed on the Shares
and any representations, warranties and Agreements regarding
Participant's investment intent and access to information as
may be required by the Company to comply with applicable
securities laws. If someone other than Participant exercises
the Option, then such person must submit documentation
reasonably acceptable to the Company that such person has the
right to exercise the Option.
4.2 LIMITATIONS ON EXERCISE. The Option may not be
exercised unless such exercise is in compliance with all
applicable federal and state securities laws, as they are in
effect on the date of exercise. The Option may not be
exercised as to fewer than 1,000 Shares unless it is exercised
as to all Shares as to which the Option is then exercisable.
4.3 PAYMENT. The Exercise Agreement shall be
accompanied by full payment of the Exercise Price for the
Shares being purchased in cash (by check), or where permitted
by law:
(a) by cancellation of indebtedness of the
Company to the Participant;
(b) by surrender of shares of the Company's
Common Stock that either: (1) have been owned by
Participant for more than six (6) months and have
been paid for within the meaning of SEC Rule 144; or
(2) were obtained by Participant in the public
market; and, (3) are clear of all liens, claims,
encumbrances or security interests;
(c) by waiver of compensation due or accrued
to Participant for services rendered;
(d) provided that a public market for the
Company's stock exists and subject to the ability of
the Participant to sell Shares in compliance with
applicable securities laws:
(i) through a "same day sale" commitment
from the Participant and a broker-dealer that
is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby
the Participant irrevocably elects to exercise
the Option and to sell a portion of the Shares
so purchased in order to pay the Exercise
Price, and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward
the Exercise Price directly to the Company; or
(ii) through a "margin" commitment from
the Participant and an NASD Dealer whereby
Participant irrevocably elects to exercise the
Option and to pledge the Shares so purchased to
the NASD Dealer in a margin account as security
for a loan from the NASD Dealer in the amount
of the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such
Shares to forward the Exercise Price directly
to the Company; or
(e) by any combination of the foregoing.
4.4 TAX WITHHOLDING. Prior to the issuance of the
Shares upon exercise of the Option, Participant must pay or
provide for any applicable federal or state withholding
obligations of the Company.
4.5 ISSUANCE OF SHARES. Provided that the Exercise
Agreement and payment are in form and substance satisfactory
to counsel for the Company, the Company shall issue the Shares
registered in the name of Participant, Participant's
authorized assignee, or Participant's legal representative,
and shall deliver certificates representing the Shares with
the appropriate legends affixed thereto.
5. REPRESENTATIONS AND WARRANTIES OF PARTICIPANT.
Participant hereby represents and warrants that:
(a) The Option granted hereby and the Shares which
will be purchased by and delivered to Participant upon
exercise of the Option are being acquired by Participant for
his own account and not with a view to resale or other
disposition thereof.
(b) The Option granted hereunder and any Shares
which may be issued to Participant upon the exercise of the
Option are restricted securities, and are not freely
tradeable. Participant will not sell, transfer, or make any
other disposition of this Option or the Shares to be purchased
and delivered to Participant hereunder upon the exercise of
the Option unless and until (i) the Option or Shares, as
applicable, are included in a registration statement or a post-
effective amendment under the Securities Act which has been
filed by the Company and declared effective by the Securities
and Exchange Commission (the "SEC"), or (ii) in the opinion of
counsel for the Company, no such registration statement or
post-effective amendment is required, or (iii) the SEC has
first issued a "no action" letter regarding any such proposed
disposition of any Option or the Shares.
6. FEDERAL AND STATE SECURITIES LAW REQUIREMENTS. The
obligations of the Company to deliver and transfer the Shares
to the Participant upon any exercise of this Option shall be
subject to the following:
(a) The Company may require Participant, as an
additional condition of its obligation to deliver the Shares
upon exercise of the Option hereunder, to make any
representations and warranties (including without limit those
set forth in Paragraph 5 hereof) with respect to the Shares as
may, in the opinion of counsel to the Company, be required to
ensure compliance with the Securities Act, the securities laws
of any state, or any other applicable law, regulation, or rule
of any governmental agency.
(b) Each certificate representing the Shares issued
pursuant to this Agreement shall bear whatever legends are
required by federal or state law or by any governmental
agency. In particular, unless an appropriate registration
statement is filed pursuant to the Securities Act with respect
to the Shares, each certificate representing such Shares shall
be endorsed on its face with the following legend or its
equivalent:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE
SECURITIES MAY BE SOLD OR TRANSFERRED ONLY
IF THEY HAVE BEEN REGISTERED UNDER SAID
ACT OR THERE EXISTS AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT OR THE RULES
AND REGULATIONS THEREUNDER EVIDENCED BY A
NO-ACTION LETTER OR AN OPINION OF COUNSEL
TO THE ISSUER OR TO THE HOLDER HEREOF
REASONABLY SATISFACTORY TO THE ISSUER.
7. NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES
If the Option is an ISO, and if Participant sells or
otherwise disposes of any of the Shares acquired pursuant to
the ISO on or before the later of: (1) the date two years
after the Date of Grant, and (2) the date one year after
transfer of such Shares to Participant upon exercise of the
Option, Participant immediately shall notify the Company in
writing of such disposition. Participant agrees that
Participant may be subject to income tax withholding by the
Company on the compensation income recognized by Participant
from the early disposition by payment in cash or out of the
current wages or other compensation payable to Participant.
8. COMPLIANCE WITH LAWS AND REGULATIONS
The exercise of the Option and the issuance and
transfer of Shares shall be subject to compliance by the
Company and Participant with all applicable requirements of
federal and state securities laws and with all applicable
requirements of any stock exchange on which the Company's
Common Stock may be listed at the time of such issuance or
transfer.
9. NONTRANSFERABILITY OF OPTION.
The Option may not be transferred in any manner
other than by will or by the laws of descent and distribution
and may be exercised during the lifetime of Participant only
by Participant. The terms of the Option shall be binding upon
the executors, administrators, successors and assigns of
Participant.
10. PRIVILEGES OF STOCK OWNERSHIP.
Participant shall not have any of the rights of a
shareholder with respect to any Shares until Participant
exercises the Option and pays the Exercise Price.
11. INTERPRETATION.
Any dispute regarding the interpretation of this
Agreement shall be submitted by Participant or the Company to
the Committee for review. The resolution of such a dispute by
the Committee shall be final and binding on the Company and
Participant.
12. ENTIRE AGREEMENT. The Plan is incorporated herein
by reference. This Agreement and the Plan constitute the
entire Agreement of the parties and supersede all prior
undertakings and Agreements with respect to the subject matter
hereof.
13. NOTICES.
Any notice required to be given or delivered to the
Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Secretary of the Company at its
principal corporate offices. Any notice required to be given
or delivered to Participant shall be in writing and addressed
to Participant at the address indicated above or to such other
address as such party may designate in writing from time to
time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days
after deposit in the United States mail by certified or
registered mail (return receipt requested); one (1) business
day after deposit with any return receipt express courier
(prepaid); or one (1) business day after transmission by
rapifax or telecopier.
14. SUCCESSORS AND ASSIGNS.
The Company may assign any of its rights under this
Agreement. This Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this
Agreement shall be binding upon Participant and Participant's
heirs, executors, administrators, legal representatives,
successors and assigns.
15. GOVERNING LAW.
This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware.
16. ACCEPTANCE.
Participant hereby acknowledges receipt of a copy of
the Plan and this Agreement. Participant has read and
understands the terms and provisions thereof, and accepts the
Option subject to all the terms and conditions of the Plan and
this Agreement. Participant acknowledges that there may be
adverse tax consequences upon exercise of the Option or
disposition of the Shares and that Participant should consult
a tax adviser prior to such exercise or disposition.
IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed in duplicate by its duly authorized
representative and Participant has executed this Agreement in
duplicate as of the Effective Date.
CADIZ LAND COMPANY, INC. PARTICIPANT:
By: /s/ Dwight W. Makins /s/ Keith Brackpool
-------------------- -----------------
Dwight W. Makins Keith Brackpool
Chairman of the Board Chief Executive Officer
EXHIBIT A
STOCK OPTION EXERCISE AGREEMENT
In such form as is deemed appropriate from time to time
by the Company and which is not inconsistent with the Plan.
AMENDMENT TO OPTION AGREEMENT
This AMENDMENT TO OPTION AGREEMENT ("Agreement"),
effective as of February 2, 1998 is entered into by and
between Keith Brackpool (hereinafter referred to as
"Brackpool"), and Cadiz Land Company, Inc., a Delaware
corporation (hereinafter referred to as the "Company"). The
parties to this Agreement are hereinafter sometimes referred
to collectively as the "Parties".
RECITALS:
WHEREAS, the Company and Brackpool have entered into an
Option Agreement dated September 13, 1996 (the "Option
Agreement") pursuant to which the Company has granted the
right to Brackpool to purchase up 250,000 shares of the
Company's common stock (the "Options") upon the terms and
conditions specified therein; and
WHEREAS, 125,000 of such options were to vest and be
immediately exercisable by Brackpool upon the passage of time,
and have so vested; and
WHEREAS, the remaining 125,000 options were to vest and
be immediately exercisable by Brackpool upon the satisfaction
of certain conditions as set forth in the Option Agreement;
and
WHEREAS, the Company's policy with respect to options
granted to officers of the Company and its Sun World
subsidiary has been that such options vest automatically
following three years of service subsequent to the issuance
date of such options; and
WHEREAS, the options previously granted to Brackpool
under the Option Agreement do not properly reflect such
policy; and
WHEREAS, it is in the best interests of this Corporation
that no officer be treated less favorably than others with
respect to such three year vesting policy; and
WHEREAS, the Parties wish to amend the Option Agreement
to provide for vesting in a manner consistent with the
foregoing Company policy;
NOW THEREFORE, in consideration of the above recitals,
which the Parties hereby represent to be true, the promises
and the mutual representations, warranties, covenants and
agreements herein contained, the Parties hereby agree as
follows:
1. SECTION 2.1.3. A new Section 2.1.3 is hereby added
to the Option Agreement to read in its entirety as follows:
"2.1.3 VESTING - THREE YEARS. Notwithstanding
the conditions to vesting described in subsection 2.1.2
above, the Options specified in such subsection, if not
theretofore vested, shall vest and shall be immediately
exercisable on the third anniversary of the Date of
Grant, provided that Participant is then an employee of
the Company."
2. EXISTING OPTION AGREEMENT. Except as otherwise
amended or modified herein or hereby, the provisions of the
Option Agreement are hereby reaffirmed and shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed effective as of the day and year set
forth below.
THE COMPANY BRACKPOOL
CADIZ LAND COMPANY, INC.
By: /s/ Dwight Makins By: /s/ Keith Brackpool
------------------ -----------------------
Dwight Makins Keith Brackpool
Chairman
