Exhibit
10.20
STOCK INCENTIVE
PLAN 2009 AWARD AGREEMENT
AGREEMENT made
as of the 9th day of February 2009, between Plum Creek Timber
Company, Inc., a Delaware corporation (the “ Company
”), and the individual identified on the Award Agreement
Acceptance attached hereto (the “ Acceptance ”),
an employee of Plum Creek Timberlands, L.P., a subsidiary of the
Company (“ Employee ”). In recognition of the
important contributions that Employee makes to the success of the
Company, and in consideration of the mutual agreements and other
matters set forth herein and in the Plum Creek Timber Company, Inc.
Amended and Restated Stock Incentive Plan, as the same may be
amended from time to time (as amended, the “ Plan
”), which Plan is incorporated herein by reference as a part
of this Agreement, the Company hereby grants to Employee under the
Plan the following long-term incentive awards on the terms and
conditions set forth below.
A.
Definitions . Capitalized
terms used herein, unless otherwise defined herein, shall have the
meanings ascribed to such terms in the Plan. The following
definitions will apply for purposes of this Agreement:
|
|
1.
|
“
Acceleration Event ” means any one of the events
described in Section 9 of the Plan ( Acceleration of
Awards ) resulting in Employee’s termination of Service
to the Company.
|
|
|
2.
|
“
Award ” means any one of the long-term incentive
awards granted hereby and under the Plan consisting of a Stock
Option, Restricted Stock Units and Value Management Award
Units.
|
|
|
3.
|
“
Cashless Exercise ” means the method of exercising the
Stock Option described in Section B.3 hereof.
|
|
|
4.
|
“
Code ” means the Internal Revenue Code of 1986, as
amended.
|
|
|
5.
|
“
Committee ” means the Compensation Committee of the
Board of Directors of the Company.
|
|
|
6.
|
“
Expiration Date ” means February 9,
2019.
|
|
|
7.
|
“
Grant Date ” means the date of this
Agreement.
|
|
|
8.
|
“ Peer
Group ” means the Company’s peer group set forth in
Section D.3. hereof.
|
|
|
9.
|
“
Performance Goals ” means the performance goals set
forth in Section D.4 hereof.
|
|
|
10.
|
“
Performance Period ” means the three-year period
beginning on January 1, 2009 and ending on December 31,
2011.
|
|
|
11.
|
“
Restricted Period ” means the four-year period
beginning on the Grant Date and ending on February 3,
2013.
|
|
|
12.
|
“
Securities Act ” means the Securities Act of 1933, as
amended.
|
|
|
13.
|
“
Stock ” means common stock, par value $.01 per share,
of the Company.
|
|
|
14.
|
“
Total Shareholder Return ” means a computation
consisting of the price appreciation or depreciation of the Stock,
plus dividends paid, as calculated by the Committee in its
reasonable discretion.
|
|
|
15.
|
“
Vested ” means with respect to the Stock Option, that
portion of the Stock Option that is exercisable by Employee in
accordance with the vesting schedule in Section B.3 hereof and,
with respect to Restricted Stock Units, that portion of the
Restricted Stock Units as to which Employee has acquired a
non-forfeitable right in accordance with the vesting schedule in
Section C.2.
|
- 1
-
|
|
16.
|
“
Vesting Dates ” means the dates set forth in the
vesting schedules in Section B.3 and C.2 of this
Agreement.
|
B.
Stock Option Award .
1.
Grant of Stock Option. The Company hereby grants to Employee
a Stock Option to purchase all or any part of an aggregate of the
number of shares of Stock set forth in the Acceptance, on the terms
and conditions set forth herein and in the Plan, and subject to
such other restrictions, if any, as may be imposed by law. The
Stock Option shall not be treated as an incentive stock
option within the meaning of section 422(b) of the Code.
2.
Purchase Price. The purchase price of any Stock purchased
pursuant to the exercise of the Stock Option shall be the price per
share set forth in the Acceptance, which was the closing price of a
share of Stock on the date hereof.
3.
Vesting and Exercise of Stock Option. Subject to the earlier
expiration of the Stock Option as herein provided, the Stock Option
may be exercised by written notice to the Company at its principal
executive office addressed to the attention of “Stock Option
Plan Administrator.” Except as otherwise provided below, the
Stock Option shall not be exercisable for more than a percentage of
the aggregate number of shares of Stock offered by the Stock Option
determined by the number of full years from the Grant Date to the
date of such exercise, in accordance with the following vesting
schedule:
|
|
|
|
Number of Full
Years (Date)
|
|
Percentage of
Vested Stock Options
|
|
|
|
|
Less than 1
year
|
|
0
|
%
|
|
1 year
(February 9, 2010)
|
|
25
|
%
|
|
2 years
(February 9, 2011)
|
|
50
|
%
|
|
3 years
(February 9, 2012)
|
|
75
|
%
|
|
4 years
(February 9, 2013)
|
|
100
|
%
|
The
portion of the Stock Option that is Vested may be exercised only
while Employee remains an employee of the Company and for a period
beginning on the date that Employee’s employment with the
Company terminates and ending on the date that is 30 days following
such termination, subject to the following exceptions:
(a) If
Employee’s employment with the Company terminates by reason
of the occurrence of an Acceleration Event, then any portion of the
Stock Option not previously Vested shall become fully Vested, and
the entire unexercised portion of the Stock Option may then be
exercised by Employee (or Employee’s estate or the person who
acquires the Stock Option by will or the laws of descent and
distribution or otherwise by reason of the death of Employee) at
any time during the period beginning on the date of such
termination and ending on the earlier of the date that is
three years after such termination or the Expiration
Date.
(b) If
Employee’s employment with the Company terminates by reason
of normal retirement at or after age 65 or early retirement with
the consent of the Committee, then the portion of the Stock Option
that is Vested on the date of such retirement may be exercised by
Employee at any time during the period beginning on the date of
such retirement and ending on the Expiration Date. If Employee dies
after the date of such retirement, then the portion of the Stock
Option that is Vested on the date of such retirement may be
exercised by Employee’s estate (or the person who acquires
the Stock Option by will or the laws of descent and distribution or
otherwise by reason of the death of the Employee) during the period
beginning on the date of Employee’s death and ending on the
earlier of the date that is three years after
Employee’s death or the Expiration Date.
(c) If
Employee’s employment with the Company terminates for any
reason other than those set forth in subparagraphs (a) and
(b) above, and if Employee dies during the 30-day period
following Employee’s termination of employment with the
Company, then the portion of the Stock Option that is Vested at the
time of such termination may be exercised by Employee’s
estate (or the person who acquires the Stock Option by will or the
laws of descent and distribution or otherwise by reason of the
death of the Employee) at any time during the period beginning on
the date of Employee’s death and ending on the earlier
of the date that is six months after Employee’s death or the
Expiration Date.
- 2
-
If the Company
imposes any stock trading blackout period that occurs during any of
the foregoing time periods for exercising a Stock Option, and
Employee (or the person who acquires the Stock Option by will or
the laws of descent and distribution or otherwise by reason of the
death of the Employee) is therefore prohibited from trading in the
Stock, then the running of such time periods shall cease until the
first date on which any such blackout is lifted by the Company as
it relates to Employee (or the person who acquires the Stock Option
by will or the laws of descent and distribution or otherwise by
reason of the death of the Employee).
Notwithstanding
any other provision of this Agreement, no portion of the Stock
Option shall be exercisable after the Expiration Date. The purchase
price of shares as to which the Stock Option is exercised shall be
paid in full at the time of exercise (i) in cash (including
check, bank draft or money order payable to the order of the
Company), (ii) by delivering to the Company shares of Stock
having a fair market value equal to the purchase price or
(iii) by a combination of cash or Stock. Payment may also be
made by delivery (including by facsimile transmission) to the
Company of a properly executed and irrevocable notice of exercise
form, coupled with irrevocable instructions to a broker-dealer to
(A) simultaneously sell a sufficient number of shares of Stock
as to which the Stock Option is exercised and (B) deliver
directly to the Company that portion of the sales proceeds
representing the exercise price and applicable minimum withholding
taxes (a “ Cashless Exercise ”), or by such
other similar process approved by the Committee.
No
fraction of a share of Stock shall be issued by the Company upon
exercise of a Stock Option or accepted by the Company in payment of
the purchase price thereof; rather, Employee shall provide cash
payment for such amount as is necessary to effect the issuance and
acceptance of only whole shares of Stock.
The
Stock Option is not transferable otherwise than by will or the laws
of descent and distribution, or pursuant to a “qualified
domestic relations order” as defined by the Code, and may be
exercised during Employee’s lifetime only by Employee,
Employee’s guardian or legal representative or a transferee
under a qualified domestic relations order. Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of the
Stock Option or of such
