Exhibit 10.1
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Weyerhaeuser
Real Estate Company
Management Short-Term
Incentive Plan
Amended and Restated Effective
January 1, 2009
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January 1, 2009
This is the Weyerhaeuser Real Estate Company Management Short-Term
Incentive Plan (the “Plan” or “STIP”).
I.
PURPOSE AND PLAN OBJECTIVE
The purpose of the Weyerhaeuser Real Estate Company (WRECO)
Management Short-Term Incentive Plan is to provide total pay
opportunity competitive within the homebuilding industry, and to
motivate key employees to achieve top performance in alignment with
WRECO goals and objectives. Participants in the Plan are eligible
to receive incentive Awards based on the absolute and relative
performance of their Organization, achievement of critical business
metrics, and individual performance. The Plan is designed to
attract, retain and motivate Participants by providing
opportunities to earn competitive total pay for top quartile
performance within the homebuilding industry.
II.
EFFECTIVE DATE
This Plan, which was originally approved by the Compensation
Committee of the Weyerhaeuser Company Board of Directors, was
effective January 1, 2004.
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(a)
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The Plan is hereby amended and restated,
effective January 1, 2009.
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III.
DEFINITIONS
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(a)
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“ Award
” means the amount of bonus granted to a Participant
for an Award Year as determined under the terms of the Plan.
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(b)
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“ Award Year
” means the WRECO fiscal year for which the service is
performed and for which a Participant may earn an Award.
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(c)
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“ Base Salary
” means the annual rate of pay for work performed by
an employee that excludes any other pay element (e.g., bonus
payments, car allowances, etc.).
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(d)
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“ Business Metrics
” are measurable goals that are critical to
WRECO’s performance, and are used to partially fund the Plan.
Business Metrics are selected for each Award Year by the WRECO
President and approved by the Compensation Committee of the
Weyerhaeuser Company Board of Directors.
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(e)
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“ Company
” means Weyerhaeuser Company and includes, where
indicated by the context, its majority-owned subsidiaries.
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(f)
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“ Disability
” means a medical condition in which a Participant is
entitled to total and permanent disability benefits under the
Social Security Act and when a Participant incurs a termination of
employment due to his or her medical condition.
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(g)
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“ Employee
” means any person who is actively employed on a
salaried basis by or on behalf of WRECO or one of its
Organizational Units.
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(h)
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“ Funding Multiple
” means a numeric factor, based upon a predetermined
performance schedule, which is multiplied by the Base Salary and
Target Bonus to determine the Award.
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Weyerhaeuser Real
Estate Company
Management Short-Term Incentive Plan
January 1, 2009
Page 2 of 7
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(i)
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“ Holdback
” means the portion of a Participant’s Award
that exceeds three times a Participant’s Target Bonus (as
described in Section VII(b)), and is a mandatory deferral
held for a two year period, following the end of the Award Year,
before payment is due.
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(j)
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“ Holdback
Account ” means the amount of Holdback held by the
Company through the Weyerhaeuser Company Deferred Compensation Plan
in accordance with Section 4(c) of such Plan.
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(k)
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“ Invested Capital
” means total assets, less non-interest bearing
liabilities and capitalized interest.
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(l)
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“ Organization
” or “ Organizational
Unit ” means a business that is a part of WRECO or
a wholly owned subsidiary of WRECO (e.g., Winchester Homes, Pardee
Homes).
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(m)
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“ Participant
” means any Employee who is eligible under the terms
of Section IV and is employed by WRECO, or an Organizational Until
owned by WRECO at the end of the Award Year. Where appropriate in
the context, “Participant” also means any former
Participant.
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(n)
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“ Retires” or
“Retirement ” means terminates employment
from WRECO constituting early or normal retirement, as provided in
the Weyerhaeuser Company Retirement Plan for Salaried Employees, as
amended from time to time.
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(o)
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“ Return on
Investment ” or “ ROI
” means WRECO annual earnings before interest and
taxes, less Weyerhaeuser Company and WRECO memo charges, divided by
a five-quarter average of Invested Capital.
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(p)
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“ Target Bonus
” or “ Target Award
” means the percentage of a Participant’s Base
Salary as determined by the WRECO President and competitive data
which establishes a Participant’s target bonus amount.
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(q)
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“ WRECO
” means Weyerhaeuser Real Estate Company and includes,
where indicated by the context, its Organizational Units.
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IV.
ELIGIBILITY
(a) General
Eligibility Criteria
Employees who are
eligible to participate in the Plan are limited to those who are
selected by the WRECO President based on salary grade and/or
significance of the position within or related to WRECO or the
Organization.
Employees who are eligible to participate in the Plan may not
participate in any other annual incentive plan offered by the
Company.
(b) New
Participants
Awards, if any, for
Participants newly eligible to participate in the Plan during an
Award Year will be prorated on a
“time-in-eligible-position” basis.
(c) Terms of
Eligibility
Awards, if any, for
Participants who leave the Plan during an Award Year are described
below. Any remaining Holdback Accounts, as defined herein, will
vest and be paid under the terms and conditions of the Weyerhaeuser
Company Deferred Compensation Plan.
Weyerhaeuser Real
Estate Company
Management Short-Term Incentive Plan
January 1, 2009
Page 3 of 7
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(i)
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Retirement, Death, Disability
and Job Elimination . Awards, if any, for Participants
who terminate employment during an Award Year due to Retirement,
death, Disability, or job elimination will be prorated on a
“time-in-eligible-position” basis.
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(ii)
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Leave of Absence or
Transfer . Awards, if any, for Participants who take a
leave of absence or transfer to a position that is not eligible to
participate in the Plan during an Award Year may be prorated on a
“time-in-eligible-position” basis at the sole
discretion of the WRECO President.
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(iii)
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Voluntary Termination
. Awards, if any, for Participants who voluntarily terminate
employment during an Award Year and who are not eligible for
Retirement as defined herein, will not be eligible for Awards for
that year.
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(iv)
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Involuntary
Termination . Awards, if any, for Participants who are
involuntarily terminated for cause or performance reasons will not
be eligible for Awards for that year.
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