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Exhibit 10(a)
AMENDMENT NO. 3
TO
THE NEWHALL LAND AND FARMING COMPANY
EMPLOYEE SAVINGS PLAN
The Newhall Land and Farming Company Employee Savings Plan, as
restated in its entirety effective January 1, 1989, and subsequently amended, is
hereby further amended as follows:
FIRST: Section 2.11 is hereby amended to read in full as
follows, effective for Plan Years beginning after December 31, 1996:
"2.11 EARNINGS shall mean the compensation reportable for Federal Income
Tax purposes that would have been paid to an Employee
--------if such Employee had made no (i) Deferral Election, (ii)
election under any plan described in Section 125 of the Code or
(iii), for Plan Years beginning after December 31, 1998, deferral of
salary or bonus (whether in the form of cash or employer securities)
under a non-qualified deferral plan, but excluding (A) that portion
of compensation imputed for tax purposes as a result of fringe
benefits (including any gain upon the exercise of options to acquire
employer securities or the sale of securities acquired thereunder,
the vesting of restricted employer securities or other gains from
equity compensation other than employer securities that are payable
(or would be payable absent a deferral election by the Participant)
as an annual bonus) or other similar amounts as determined by the
Committee, (B) deferred compensation at the time of payment if
attributable to amounts that were taken into account at the time of
deferral; provided, however, that:
(a) For Plan Years after 1988, the Earnings for any Plan Year
shall not exceed $200,000 (indexed); provided, however, that
for benefits on or after January 1, 1994, the annual Earnings
of any Participant taken into account will not exceed $150,000
(indexed).
(b) For Plan Years beginning before January 1, 1997, the
compensation of each Highly Paid Employee who is (i) a Five
Percent Owner or (ii) one of the ten (10) Highly Paid
Employees paid the greatest Remuneration during the year
shall, for purposes of this Section, include any compensation
for such Plan Year which is paid to (or but for a Deferral
Election would have been paid to) such Participant's spouse or
any lineal descendants of the Participant who have not
attained age 19 before the close of the Plan Year. To the
extent required by applicable Regulations, if the limitation
in subsection (a) is reached for a family group, then
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such limitation amount will be prorated among each member of
the family group in the proportion that each family member's
Earnings bears to the total Earnings of the family group.
(c) With respect to any Plan Year beginning before January 1,
1990, "Earnings" shall exclude any amounts paid to an Employee
on account of any period when he is not eligible to make a
Deferral Election under Section 4.01.
SECOND: Except as modified by this Amendment, all
the terms and provisions of the Plan (as previously amended) shall continue
in full force and effect.
IN WITNESS WHEREOF, Newhall Management Corporation, managing
general partner of Newhall Management Limited Partnership, managing general
partner of The Newhall Land and Farming Company (a California Limited
Partnership) has caused this Amendment No. 3 to be executed on behalf of such
partnership by its duly authorized officer effective as of the day first above
written.
THE NEWHALL LAND AND FARMING
COMPANY (A CALIFORNIA LIMITED
PARTNERSHIP)
By: Newhall Management Limited
Partnership, Managing
General Partner
By: Newhall Management
Corporation, Managing
General Partner
By: /s/ TRUDE TSUJIMOTO
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Name: Trude A. Tsujimoto
Title: Secretary
