Exhibit 10(s)
POTLATCH
CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS II
Effective January 1,
2005
Amended and Restated Effective
May 15, 2008
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POTLATCH CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS II
Effective January 1,
2005
As Amended and Restated Effective
May 15, 2008
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1.
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ESTABLISHMENT AND PURPOSE.
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(a) The
Potlatch Corporation Deferred Compensation Plan for Directors II
was adopted effective January 1, 2005, by the Board of
Directors of Potlatch Corporation to provide Directors of Potlatch
Corporation an opportunity to defer payment of their
Director’s Fees. The Plan is also intended to establish a
method of paying Director’s Fees, which will assist the
Corporation in attracting and retaining persons of outstanding
achievement and ability as members of the Board of Directors of the
Corporation.
(b) The
Plan is the successor plan to the Potlatch Corporation Deferred
Compensation Plan for Directors (the “Prior Plan”).
Effective December 31, 2004, the Prior Plan was frozen and no
new contributions will be made to it; provided, however, that any
deferrals made under the Prior Plan before January 1, 2005
continue to be governed by the terms and conditions of the Prior
Plan as in effect on December 31, 2004 or on the date of any
later amendment, provided that such amendment is not a material
modification of the Prior Plan under Section 409A of the Code
and regulations promulgated thereunder.
(c) Any
deferrals made under the Prior Plan after December 31, 2004
are deemed to have been made under the Plan and all such deferrals
are governed by the terms and conditions of the Plan as it may be
amended from time to time.
(d) The
Plan is intended to comply with the requirements of
Section 409A of the Code.
(a) “Affiliate”
means any other entity which would be treated as a single employer
with the Corporation under Section 414(b) or (c) of the
Code.
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(b) “Beneficiary”
means the person or persons designated by the Director to receive
payment of the Director’s Deferred Compensation Account in
the event of the death of the Director.
(c) “Board”
and “Board of Directors” means the board of directors
of the Corporation.
(d) “Code”
means the Internal Revenue Code of 1986, as amended.
(e) “Committee”
means the Nominating and Corporate Governance Committee of the
Board.
(f) “Corporation”
means Potlatch Corporation, a Delaware corporation.
(g) “Deferred
Compensation Account” means the bookkeeping account
established pursuant to section 6 on behalf of each Director who
elects to participate in the Plan.
(h) “Director”
means a member of the Board of Directors who is not an employee of
the Corporation or any subsidiary thereof.
(i) “Director’s
Fees” means the amount of compensation paid by the
Corporation to a Director for his or her services as a Director,
including an annual retainer and any amount payable for attendance
at a Board meeting or any Board committee meeting.
“Director’s Fees” shall not include any
reimbursement by the Corporation of expenses incurred by a Director
incidental to attendance at a Board meeting or a Board committee
meeting or of any other expense incurred on behalf of the
Corporation.
(j) A
Director shall be considered “Disabled” if the Director
is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a
continuous period of not less than twelve months.
(k) “Dividend
Equivalent” means an amount equal to the cash dividend paid
on an outstanding share of the Corporation’s common stock.
Dividend Equivalents shall be credited to Stock Units as if each
Stock Unit were an outstanding share of the Corporation’s
common stock, except that Dividend Equivalents shall also be
credited to fractional Stock Units.
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(l) “Plan”
means the Potlatch Corporation Deferred Compensation Plan for
Directors II.
(m) “Prior
Plan” means the Potlatch Corporation Deferred Compensation
Plan for Directors.
(n) “Separation
from Service” means termination of a Director’s service
as a non-employee member of the Board consistent with Code
Section 409A and the regulations promulgated thereunder. The
Plan is intended to be a Plan provided to directors, and in
accordance with applicable regulations, a Director shall be treated
as having Separation from Service for purposes of this Plan on the
later of the date that the Director ceases to serve on the Board of
Directors of the Corporation or an Affiliate and the Director is
not an independent contractor to the Corporation or an Affiliate.
Continued service as an employee of the Corporation or an Affiliate
shall not affect whether a Director has incurred a Separation from
Service under this Plan.
(o) “Stock
Units” means the deferred portion of Director’s Fees,
which is converted into a unit denominated in shares of the
Corporation’s common stock.
(p) “Value”
means the closing price of the Corporation’s common stock as
reported in the New York Stock Exchange, Inc., composite
transactions reports for the Valuation Date.
(q) “Valuation
Date” means, for the purpose of Section 6 or 7, the date
on which Director’s Fees or Dividend Equivalents are
converted into Stock Units pursuant to Section 6 or 7 and, for
purposes of Section 8, the last trading day of the month
preceding the month in which Stock Units are converted into cash
for purposes of Section 8.
(r) “Year”
shall mean the calendar year.
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Each Director who receives
Director’s Fees for service on the Board of Directors shall
be eligible to participate in the Plan.
In order to participate in the Plan
for a particular Year, a Director must file a deferral election
with the Secretary of the Corporation prior to January 1 of
such Year; provided, however, that in the case of a newly elected
or appointed Director an election to participate shall be effective
for the Year in which the Director is first elected or appointed if
it is filed no later than thirty days following the date of the
Director’s election or appointment to the Board. Any initial
election filed by a newly elected or appointed Director shall apply
only to Director’s Fees earned after the effective date of
the election. A new Director who does not elect to make deferrals
of Director’s Fees during the initial thirty-day election
period may not later elect to make deferrals of Director’s
Fees for the calendar year of his or her initial eligibility. If a
payment of Director’s Fees (such as annual retainer fees or
fees for serving as Chairman of a Committee) are due for services
performed over a period of time which includes the period both
before and the period after the date of the election, the election
will apply to an amount equal to the total amount of the
Director’s Fee paid for such performance period multiplied by
the ratio of the number of days remaining in the performance period
after the election over the total number of days in the performance
period.
A Director who elects to participate
in the Plan shall file a deferral election on a form, which shall
indicate:
(a) The
amount or percentage of Director’s Fees that such Director
elects to defer pursuant to the terms of the Plan. This election
shall apply to amounts deferred under the Plan until modified by
the Director. The Director shall notify the Secretary of the
Corporation in writing of any such modification, which shall apply
solely to amounts deferred with respect to Years following the Year
in which the modification is made;
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(b) The
Year in which payment of the Director’s Deferred Compensation
Account and/or Stock Units shall commence; provided however, that
payments shall commence no later than the Year following the Year
in which the Director attains age 72 and, in the case of Stock Unit
payments, to the extent that Committee reasonably determines that
earlier payment would result in a violation of Federal securities
laws, payment shall be made no earlier than six months after the
last date on which Director’s Fees have been converted into
Stock Units on behalf of the Director (except in the case of
payments made following the Director’s death, Disability or
Separation from Service);
(c) Whether
the payment of such Director’s Deferred Compensation Account
is to be made in a single lump sum or in a series of approximately
equal installments over a period of years specified by the Director
(but in no event more than fifteen years). For purposes of the
Plan, installment payments shall be treated as a single
distribution under Section 409A of the Code;
(d) Whether
the percentage deferral election shall be effective only with
respect to Director’s Fees paid for the Year in which the
Director’s participation in the Plan is to commence as
determined pursuant to Section 4 above or shall apply with
respect to Director’s Fees paid for that Year and all
subsequent Years until revoked or modified by the Director, it
being intended that a Director shall have only one election in
effect with respect to the Year during which payment is to commence
and the form of the payment for all amounts deferred under the
Plan. Notwithstanding the preceding intention that a Director have
only one election in effect with respect to the time and form of
payment, (i) any elections in effect as of January 1,
2008, shall remain in effect unless changed in accordance with the
terms of Sections 5(f) or (g) of the Plan and (ii) a
Director whose existing election provides for benefits to commence
in the next Year or who has already begun receiving payments, may
elect a new time and form of payment for amounts to be deferred in
subsequent Years. Changes to the Year of commencement and form of
payment may be made only in accordance with the rules of Sections
5(f) or (g), below. The Director shall notify the Secretary of the
Corporation in writing of any such revocation or modification of a
deferral election or permitted new election with respect to the
time or form of payment, which elections shall apply solely to
amounts deferred with respect
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to Years following the Year in which the
revocation, modification or new payment election is made;
and
(e) The
percentage of the Director’s Fees deferred pursuant to the
election, which is to be converted into Stock Units. This election
shall apply to the Year in which the Director’s participation
in the Plan commences and to all subsequent Years until modified by
the Director. The Director shall notify the Secretary of the
Corporation in writing of any such modification, which shall apply
solely to amounts deferred with respect to years following the Year
in which the modification is made.
(f) Notwithstanding
any provision herein to the contrary, a Director or former Director
may revoke a previous election and make a new election as to the
time and form of distribution under the Plan. Such new election
shall take effect 12 months after it is filed with the Secretary of
the Corporation and shall apply only to that portion of the
Director’s or former Director’s Deferre
