Exhibit 10.4
FORM OF
OMNIBUS AMENDMENT TO STOCK
INCENTIVE PLAN AWARD
AGREEMENTS
This Omnibus AMENDMENT
(“Amendment” ), dated as of May 4, 2009,
amends the terms and conditions of those certain stock incentive
plan award agreements governing the terms of incentive awards
granted under the Company’s 2000 Stock Incentive Plan and its
Amended and Restated Stock Incentive Plan (together, the
“Plan” ), by and between Plum Creek Timber
Company, Inc., a Delaware corporation (the
“Company” ), and [Name of Employee]
(“Employee” ), an employee of Plum Creek
Timberlands, L.P., a Delaware limited partnership and wholly owned
subsidiary of the Company. Terms used herein, unless otherwise
defined herein, shall have the meanings ascribed to them in the
Plan and in the specified award agreement.
RECITALS
WHEREAS, the Administrator is
empowered pursuant to Section 10 of the Plan to amend, without
Participant consent, the terms of any award previously granted
under the Plan if such amendment does not impair the
Participant’s rights under the existing terms of the award
and does not otherwise violate any provision of the
Plan.
WHEREAS, the Administrator has
approved an amendment to each outstanding stock option award issued
under the Plan to define early retirement eligibility and to extend
the exercise period for vested stock options from 30 days to three
years from the date of such early retirement (or the Expiration
Date of the stock option, if earlier).
AMENDMENT
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1.
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The following
award agreements are hereby amended as set forth in Sections B, C
and D of this Amendment:
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(a)
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Stock Option,
Dividend Equivalent and Value Management Award Agreement dated as
of May 10, 2000 by and between the Company and Employee; Stock
Option and Dividend Equivalent Award Agreement dated as of
January 25, 2001 by and between the Company and Employee;
Stock Option, Dividend Equivalent and Value Management Award
Agreement dated as of January 24, 2002 by and between the
Company and Employee; Stock Option and Dividend Equivalent Award
Agreement dated as of January 28, 2003 by and between the
Company and Employee (collectively, “Award Agreements for
Plan Years 2000 through 2003” ).
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(b)
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Stock Incentive
Plan 2004 Award Agreement dated as of February 2, 2004 by and
between the Company and Employee; and Stock Incentive Plan 2005
Award Agreement dated as of February 9, 2005 by and between
the Company and Employee (collectively, “Award Agreements
for Plan Years 2004 and 2005” ).
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(c)
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Stock Incentive
Plan 2006 Award Agreement dated as of February 3, 2006 by and
between the Company and Employee; Stock Incentive Plan 2007 Award
Agreement dated as of February 5, 2007 by and between the
Company and Employee; Stock Incentive Plan 2008 Award Agreement
dated as of February 4, 2008 by and between the Company and
Employee; and Stock Incentive Plan 2009 Award Agreement dated as of
February 9, 2009 by and between the Company and Employee
(collectively, “Award Agreements for Plan Years 2006
through 2009” ).
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B.
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Amendment
to Award Agreements for Plan Years 2000 through
2003
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1.
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Each of the
Award Agreements for Plan Years 2000 through 2003, respectively, is
hereby amended by deleting Paragraph A.3(c) in its entirety and
inserting in its place Paragraph A.3(c) as follows:
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If Employee’s employment with
the Company terminates by reason of normal retirement at or after
age 65 or other retirement with the consent of the Company’s
Compensation Committee (the “Committee”), the portion
of the Option vested on the date of such retirement may be
exercised by Employee at any time during the period ending on the
Expiration Date (as defined below). If Employee’s employment
with the Company terminates by reason of early retirement at or
after age 55 with ten or more years of service with the Company,
the portion of the Opti
