Exhibit 10(s)
POTLATCH
CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS II
Effective January 1,
2005
Amended and Restated Effective
December 5, 2008
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POTLATCH CORPORATION
DEFERRED COMPENSATION PLAN FOR
DIRECTORS II
Effective January 1,
2005
As Amended and Restated Effective
December 5, 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 of Director’s Fees 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. Deferred Equity-Based Awards, as defined herein,
beginning with the award made in December 2004 are subject to the
terms and conditions of this Plan.
(c) Any deferrals made under the
Prior Plan after December 31, 2004 and Deferred Equity-Based
Awards made during and after December 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.
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(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.
(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) “Deferred Equity-Based
Award” means an award of Directors’ Fees payable on a
deferred basis in the form of Stock Units under the Plan and
without regard to a Director’s election to participate and
defer Director’s Fees under the Plan.
(i) “Director” means a
member of the Board of Directors who is not an employee of the
Corporation or any subsidiary thereof.
(j) “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 Deferred
Equity-Based Awards, or 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.
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(k) 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.
(l) “Distribution” means
the distribution by the Corporation to its stockholders of all of
the outstanding shares of the common stock of Clearwater Paper
Corporation then owned by the Corporation, pursuant to the
Separation and Distribution Agreement between the Corporation and
Clearwater Paper Corporation.
(m) “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.
(n) “Plan” means the
Potlatch Corporation Deferred Compensation Plan for Directors
II.
(o) “Prior Plan” means
the Potlatch Corporation Deferred Compensation Plan for
Directors.
(p) “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.
(q) “Stock Units” means
the deferred portion of Director’s Fees, which is converted
into units denominated in shares of the Corporation’s common
stock, and Deferred Equity-Based Awards credited as units
denominated in shares of the Corporation’s common
stock.
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(r) “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.
(s) “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.
(t) “Year” shall mean
the calendar year.
Each Director who receives
Director’s Fees for service on the Board of Directors shall
be eligible to participate in the Plan. A Director who receives a
Deferred Equity-Based Award credited under the Plan shall
participate in the Plan.
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4.
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PARTICIPATION FOR DIRECTOR’S
FEES.
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In order to participate in the Plan
with respect to Director’s Fees 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.
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A Director who elects to participate
in the deferral of Director’s Fees under 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;
(b) The Year in which payment of the
Director’s Deferred Compensation Account and/or Stock Units
attributable to the Director’s deferral 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 the
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
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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 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 Deferred Compensation Account and/or Stock
Units scheduled to be paid more than 12 months after the date the
election is fil
